<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): July 31, 1996
-------------
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
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 575-5033
--------------
Not Applicable
- -------------------------------------------------------------------------
(Former name or former address if changed since last report)
Exhibit Index located at Page 2
<PAGE>
Items 1 through 4, Item 6 and Item 8 are not included because they are not
applicable.
Item 5. Other Events
------------
On July 31, 1996, the Amended and Restated Pooling and Servicing
Agreement, dated as of July 1, 1996 amending and restating in full the
Pooling and Servicing Agreement dated as of June 1, 1991, the Amended and
Restated Series 1991-1 Supplement, dated as of July 1, 1996, amending and
restating in full the Series 1991-1 Supplement dated as of June 1, 1991,
the Amended and Restated 1992-1 Supplement, dated as of July 1, 1996,
amending and restating in full the Series 1992-1 Supplement dated as of
March 1, 1992, the Amended and Restated Series 1995-1 Supplement, dated as
of July 1, 1996, amending and restating in full the Series 1995-1
Supplement dated as of March 1, 1995, the Amended and Restated Series 1995-
2 Supplement, dated as of July 1, 1996, amending and restating in full the
Series 1995-2 Supplement dated as of June 1, 1995, the Amended and Restated
Series 1996-1 Supplement, dated as of July 1, 1996, amending and restating
in full the Series 1996-1 Supplement dated as of February 1, 1996, the
Amended and Restated Series 1996-2 Supplement dated as of July 1, 1996,
amending and restating in full the Series 1996-2 Supplement dated as of May
1, 1996, the Amended and Restated Series 1996-3 Supplement, dated as of
July 1, 1996, amending and restating in full the Series 1996-3 Supplement
dated as of June 1, 1996 and the Amended and Restated Series 1996-4
Supplement dated as of July 1, 1996, amending and restating in full the
Series 1996-4 Supplement dated as of June 1, 1996, each between Chase USA
as Seller and Servicer, and Yasuda Bank and Trust Company (U.S.A.), as
Trustee for the certificateholders of the Chase Manhattan Credit Card
Master Trust, were executed and delivered by the respective parties
thereto.
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 the amended and restated Exhibits to the Form S-3
Registration Statement of the Registrant are hereby filed:
2
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Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
4.1(A) Amended and Restated Pooling and
Servicing Agreement dated as of July
1, 1996 between The Chase Manhattan
Bank (USA) as Seller and Servicer and
Yasuda Bank and Trust Company (USA) as
Trustee.
4.2(A) Series 1991-1 Amended and Restated
Supplement dated as of July 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 1991-1
Certificateholders.
4.3(A) Series 1992-1 Amended and Restated
Supplement dated as of July 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 1992-1
Certificateholders.
4.4(A) Series 1995-1 Amended and Restated
Supplement dated as of July 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 1995-1
Certificateholders.
4.5(A) Series 1995-2 Amended and Restated
Supplement dated as of July 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 1995-2
Certificateholders.
4.6(A) Series 1996-1 Amended and Restated
Supplement dated as of July 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 1996-1
Certificateholders.
3
<PAGE>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ------------
4.7(A) Series 1996-2 Amended and Restated
Supplement dated as of July 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 1996-2
Certificateholders.
4.8(A) Series 1996-3 Amended and Restated
Supplement dated as of July 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.
4.9(A) Series 1996-4 Amended and Restated
Supplement dated as of July 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.
4
<PAGE>
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)
/s/ Keith Schuck
August 15, 1996 By:__________________________
Name: Keith Schuck
Title: Vice President
5
<PAGE>
Exhibit 4.1
Execution Copy
________________________________________________________________________________
THE CHASE MANHATTAN BANK (USA)
Seller and Servicer
and
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
on behalf of the Certificateholders
of the Chase Manhattan Credit Card Master Trust
_________________________________
AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1996
amending and restating in full the Pooling and
Servicing Agreement Dated as of June 1, 1991
________________________________________________________________________________
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions................................................. 1
Section 1.02 Other Definitional Provisions............................... 20
Section 1.03 Effective Date of Amended and Restated
Pooling and Servicing Agreement............................. 21
ARTICLE II
CONVEYANCE OF RECEIVABLES
ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Receivables................................... 23
Section 2.02 Acceptance by Trustee....................................... 24
Section 2.03 Representations and Warranties of the Seller................ 25
Section 2.04 Representations and Warranties of the Seller Relating to
the Agreement and the Receivables........................... 27
Section 2.05 Covenants of the Seller..................................... 36
Section 2.06 Addition of Accounts........................................ 40
Section 2.07 Removal of Accounts......................................... 45
Section 2.08 Authentication of Certificates.............................. 47
ARTICLE III
ADMINISTRATION AND SERVICING
OF RECEIVABLES
Section 3.01 Acceptance of Appointment and Other
Matters Relating to the Servicer............................ 48
Section 3.02 Servicing Compensation...................................... 50
Section 3.03 Representations and Warranties of the Servicer.............. 51
Section 3.04 Reports and Records for the Trustee......................... 54
Section 3.05 Annual Servicer's Certificate............................... 55
Section 3.06 Annual Independent Accountants' Servicing Report............ 56
Section 3.07 Tax Treatment............................................... 57
Section 3.08 Notices to the Seller....................................... 57
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ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.01 Establishment of Accounts and Allocations with Respect to
the Exchangeable Seller Certificate......................... 58
Section 4.02 Collections and Allocations................................. 61
ARTICLE V
[ARTICLE V IS RESERVED AND SHALL BE SPECIFIED
IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates............................................ 65
Section 6.02 Authentication of Certificates.............................. 65
Section 6.03 Registration of Transfer and Exchange of Certificates....... 66
Section 6.04 Mutilated, Destroyed, Lost or Stolen Certificates........... 69
Section 6.05 Persons Deemed Owners....................................... 70
Section 6.06 Appointment of Paying Agent................................. 70
Section 6.07 Access to List of Certificateholders' Names and Addresses... 71
Section 6.08 Authenticating Agent........................................ 72
Section 6.09 Tender of Exchangeable Seller Certificates.................. 73
Section 6.10 Global Certificate; Euro-Certificate Exchange Date.......... 76
Section 6.11 Book-Entry Certificates..................................... 76
Section 6.12 Notices to Clearing Agency.................................. 77
Section 6.13 Definitive Certificates..................................... 77
Section 6.14 Meetings of Certificateholders.............................. 78
ARTICLE VII
OTHER MATTERS RELATING
TO THE SELLER
Section 7.01 Liability of the Seller..................................... 79
Section 7.02 Merger or Consolidation of, or Assumption of the Obligations
of, the Seller.............................................. 79
Section 7.03 Limitation on Liability of the Seller....................... 80
Section 7.04 Liabilities................................................. 80
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ii
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<S> <C>
ARTICLE VIII
OTHER MATTERS RELATING TO THE SERVICER
Section 8.01 Liability of the Servicer.................................. 82
Section 8.02 Merger or Consolidation of, or Assumption of the
Obligations of the Servicer................................ 82
Section 8.03 Limitation on Liability of the Servicer and Others......... 83
Section 8.04 Servicer Indemnification of the Trust and the Trustee...... 83
Section 8.05 Resignation of the Servicer................................ 84
Section 8.06 Access to Certain Documentation and Information Regarding
the Receivables............................................ 84
Section 8.07 Delegation of Duties....................................... 85
Section 8.08 Examination of Records..................................... 85
ARTICLE IX
PAY OUT EVENTS
Section 9.01 Pay Out Events............................................. 86
Section 9.02 Additional Rights Upon the Occurrence of Certain Events.... 86
ARTICLE X
SERVICER DEFAULTS
Section 10.01 Servicer Defaults.......................................... 88
Section 10.02 Trustee to Act; Appointment of Successor................... 90
Section 10.03 Notification to Certificateholders......................... 92
Section 10.04 Waiver of Past Defaults.................................... 93
ARTICLE XI
THE TRUSTEE
Section 11.01 Duties of Trustee.......................................... 94
Section 11.02 Certain Matters Affecting the Trustee...................... 96
Section 11.03 Trustee Not Liable for Recitals in Certificates............ 97
Section 11.04 Trustee May Own Certificates............................... 97
Section 11.05 The Servicer to Pay Trustee's Fees and Expenses............ 97
Section 11.06 Eligibility Requirements for Trustee....................... 98
Section 11.07 Resignation or Removal of Trustee.......................... 98
Section 11.08 Successor Trustee.......................................... 99
Section 11.09 Merger or Consolidation of Trustee......................... 100
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iii
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Section 11.10 Appointment of Co-Trustee or Separate Trustee.............. 100
Section 11.11 Tax Return................................................. 101
Section 11.12 Trustee May Enforce Claims Without Possession of
Certificates............................................... 102
Section 11.13 Suits for Enforcement...................................... 102
Section 11.14 Rights of Certificateholders to Direct Trustee............. 102
Section 11.15 Representations and Warranties of Trustee.................. 102
Section 11.16 Maintenance of Office or Agency............................ 103
ARTICLE XII
TERMINATION
Section 12.01 Termination of Trust....................................... 104
Section 12.02 Optional Purchase and Final Termination
Date of Investor Certificates of any Series................ 104
Section 12.03 Final Payment with Respect to any
Series..................................................... 105
Section 12.04 Seller's Termination Rights................................ 106
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Amendment.................................................. 108
Section 13.02 Protection of Right, Title and Interest to Trust........... 109
Section 13.03 Limitation on Rights of Certificateholders................. 110
Section 13.04 GOVERNING LAW.............................................. 111
Section 13.05 Notices.................................................... 112
Section 13.06 Severability of Provisions................................. 112
Section 13.07 Assignment................................................. 112
Section 13.08 Certificates Non-Assessable and Fully Paid................. 113
Section 13.09 Further Assurances......................................... 113
Section 13.10 No Waiver: Cumulative Remedies............................. 113
Section 13.11 Counterparts............................................... 113
Section 13.12 Third-Party Beneficiaries.................................. 113
Section 13.13 Actions by Certificateholders.............................. 113
Section 13.14 Rule 144A Information...................................... 114
Section 13.15 Merger and Integration..................................... 114
Section 13.16 Headings................................................... 114
</TABLE>
iv
<PAGE>
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of July
1, 1996 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. This agreement amends and restates in
full the Pooling and Servicing Agreement, dated as of June 1, 1991, between the
parties listed in the preceding sentence, as amended to the date hereof by
Amendment No. 1, dated as of January 29, 1996, and Amendment No. 2, dated as of
February 22, 1996.
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and the
Certificateholders:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
-----------
following words and phrases shall have the following meanings:
"Account" shall mean each VISA(R)/1/ and MasterCard(R)/1/ credit card
-------
account (or other consumer revolving credit account to the extent provided
herein) serviced at the New Hyde Park, New York, Wilmington, Delaware or Tampa,
Florida servicing centers of the Seller, or at such other servicing center of
the Seller as shall be designated by the Seller or the Servicer pursuant to
Section 13.02(c), which account is governed by a Credit Card Agreement between
the Seller and any Person identified by account number in each computer file or
microfiche list delivered to the Trustee by the Seller pursuant to Section 2.01
or 2.06. The definition of Account shall include each account into which an
Account shall be transferred (a "Transferred Account"); provided, that (i) such
--------
transfer was made in accordance with the Account Guidelines and (ii) such
Transferred Account can be traced or identified by reference to or by way of the
computer files or microfiche lists delivered to the Trustee pursuant to Section
2.01, 2.06, 2.07 or 3.04(c), as an account into which an Account has been
transferred (including, without limiting the foregoing, any account originated
as a replacement of an Account in connection with the upgrade of such Account
from Classic VISA or standard MasterCard to VISA Gold or Gold MasterCard,
provided that such replacement account can be traced or identified in the manner
provided in clause (ii) above). The term "Account" shall be deemed to refer to
an Additional Account or Automatic Additional Account only from and after the
Addition Date or Automatic Addition Date, as the case may be, with respect
thereto, and the term "Account" shall be deemed to refer to
__________________________
/1/ VISA(R) and MasterCard(R) are registered trademarks of VISA USA Inc. and of
MasterCard International Incorporated, respectively.
<PAGE>
any Removed Account only prior to the Removal Date with respect thereto.
"Account Guidelines" shall mean the Seller's policies and procedures
------------------
relating to the operation of its credit card business, including, without
limitation, the policies and procedures for determining the creditworthiness of
credit card customers, the extension of credit to credit card customers, and
relating to the maintenance of credit card accounts and collection of credit
card receivables, as such policies and procedures may be amended from time to
time.
"Account Information" shall have the meaning specified in subsection
-------------------
2.02(b).
"Addition Date" shall mean each date as of which Additional Accounts
-------------
will be included as Accounts pursuant to Section 2.06.
"Addition Notice Date" shall have the meaning specified in subsection
--------------------
2.06(c).
"Additional Accounts" shall have the meaning set forth in Subsection
-------------------
2.06 (a).
"Affiliate" of any Person shall mean any other Person controlling,
---------
controlled by or under common control with such Person except that, for the
purposes of clause (h) of the definition of Eligible Account, "Affiliate" shall
not mean a natural person.
"Affinity Program Account" shall mean an account originated by the
------------------------
Seller through the solicitation of prospective cardholders from identifiable
groups with a common interest or a common cause, with the assistance of an
organization of the members of such group.
"Agent Bank Account" shall mean an account originated by the Seller
------------------
pursuant to an agreement between the Seller and a bank for which the Seller
issues VISA(R) and/or MasterCard(R) credit cards and acts as sponsor with VISA
USA, Inc. and/or MasterCard International Incorporated.
"Aggregate Finance Charge Receivables" shall mean, as of any date of
------------------------------------
determination, the aggregate amount of the Finance Charge Receivables as of such
date of determination.
"Aggregate Investor Default Amount" shall have the meaning set forth
---------------------------------
in subsection 4.02(c).
"Aggregate Investor Interest" shall mean, as of any date of
---------------------------
determination, the sum of the Investor Interests of each Series of Certificates
issued and outstanding on such date of determination.
2
<PAGE>
"Aggregate Investor Percentage" with respect to Principal Receivables,
-----------------------------
Finance Charge Receivables and Receivables in Defaulted Accounts, as the case
may be, shall mean, as of any date of determination, the sum of such Investor
Percentages of each Series of Certificates issued and outstanding on such date
of determination; provided, however, that the Aggregate Investor Percentage
-------- -------
shall not exceed 100%.
"Aggregate Principal Receivables" shall mean, as of any date of
-------------------------------
determination, the aggregate amount of Principal Receivables as of such date of
determination.
"Aggregate Receivables" shall mean, as of any date of determination,
---------------------
the aggregate amount of Receivables as of such date of determination.
"Agreement" shall mean this Pooling and Servicing Agreement and all
---------
amendments hereof and supplements hereto, including any Supplement.
"Amortization Period" shall mean, with respect to any Series, the
-------------------
period following the related Revolving Period, which shall be the Accumulation
Period, the Controlled Amortization Period, the Early Amortization Period, the
Rapid Amortization Period, or other amortization or accumulation period, in each
case as defined with respect to such Series in the related Supplement.
"Annual Membership Fee" shall have the meaning specified in the Credit
---------------------
Card Agreement as it may, from time to time, be amended to assess such fees.
"Applicants" shall have the meaning specified in Section 6.07.
----------
"Appointment Day" shall have the meaning specified in Section 9.02.
---------------
"Assignment" shall have the meaning specified in subsection
---------
2.06(c)(ii).
"Authorized Newspaper" shall mean a newspaper of general circulation
--------------------
in the Borough of Manhattan, The City of New York and Wilmington, Delaware
printed in the English language (or, with respect to any Series, any additional
city specified in the Supplement for such Series) and customarily published on
each Business Day, whether or not published on Saturdays, Sundays and holidays.
"Automatic Additional Account" shall mean each consumer revolving
----------------------------
credit account included as an Account pursuant to subsection 2.06(b)(ii).
"Automatic Addition Cut Off Date" shall mean, with respect to each
-------------------------------
Automatic Additional Account, the close of business
3
<PAGE>
on the date designated as such by the Seller with respect to such Automatic
Additional Account pursuant to subsection 2.06(c)(vii).
"Automatic Addition Date" shall mean, with respect to each Automatic
----------------------
Additional Account, the Business Day designated by the Seller as such pursuant
to subsection 2.06(c)(vii); provided, however, that there shall be no more than
one Automatic Addition Date in any Monthly Period.
"Base Rate" shall mean, with respect to any Series of Certificates,
---------
the percentage (or formula on the basis of which such rate shall be determined)
stated in the related Supplement.
"Bearer Certificates" shall have the meaning specified in Section
-------------------
6.01.
"Bearer Rules" shall mean the provisions of the Internal Revenue Code,
------------
in effect from time to time, governing the treatment of bearer obligations,
including sections 163(f), 871, 881, 1441, 1442 and 4701, and any regulations
thereunder including, to the extent applicable to any Series, Proposed or
Temporary Regulations.
"BIF" shall mean the Bank Insurance Fund administered by the FDIC.
---
"Billing Cycle" shall mean, with respect to any Account, the monthly
-------------
billing cycle for such Account determined in accordance with the Account
Guidelines.
"Book-Entry Certificates" shall mean certificates evidencing a
-----------------------
beneficial interest in the Investor Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 6.11; provided, that after the occurrence of a condition whereupon book-
--------
entry registration and transfer are no longer authorized and Definitive
Certificates are to be issued to the Certificate Owners, such certificates shall
no longer be "Book-Entry Certificates."
"Business Day" shall mean any day other than a Saturday, a Sunday or a
------------
day on which banking institutions in New York, New York, New Hyde Park, New York
or Wilmington, Delaware (or, with respect to any Series, any additional city
specified in the related Supplement) are authorized or obligated by law or
executive order to be closed.
"Cash Advance Fees" shall have the meaning specified in the Credit
-----------------
Card Agreement as it may, from time to time, be amended to assess such fees.
"Certificate" shall mean any one of the Investor Certificates of any
-----------
Series or the Exchangeable Seller Certificate.
"Certificateholder" or "Holder" shall mean the Person in whose name a
----------------- ------
Certificate is registered in the Certificate Register
4
<PAGE>
and, if applicable, the bearer of any Bearer Certificate or Coupon, as the case
may be.
"Certificateholders' Interest" shall, with respect to any Series, have
----------------------------
the meaning specified in Article IV of the Supplement for such Series.
"Certificate Interest" shall mean interest payable in respect of the
--------------------
Investor Certificates of any Series pursuant to Article IV of the Supplement for
such Series.
"Certificate Owner" shall mean, with respect to a Book-Entry
-----------------
Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate, as may be reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly or
as an indirect participant, in accordance with the rules of such Clearing
Agency).
"Certificate Principal" shall mean principal payable in respect of the
---------------------
Investor Certificates of any Series pursuant to Article IV of the Supplement for
such Series.
"Certificate Rate" shall mean, with respect to any Series of
----------------
Certificates, the percentage (or formula on the basis of which such rate shall
be determined) stated in the related Supplement; provided that, unless otherwise
provided in a Supplement, such rate shall be calculated on the basis of a 360-
day year consisting of twelve 30-day months.
"Certificate Register" shall mean the register maintained pursuant to
--------------------
Section 6.03, providing for the registration of the certificates and transfers
and exchanges thereof.
"Chase Manhattan Bank" shall mean The Chase Manhattan Bank, N.A. and
--------------------
after the merger of such institution with Chemical Bank, the survivor of such
merger.
"Chase USA" shall mean The Chase Manhattan Bank (USA), a Delaware
---------
banking corporation and, after the conversion of such institution to a national
banking association, The Chase Manhattan Bank USA, National Association.
"Class" shall mean, with respect to any Series, any one of the classes
-----
of Certificates of that Series as specified in the related Supplement.
"Clearing Agency" shall mean an organization registered as a "clearing
---------------
agency" pursuant to section 17A of the Securities Exchange Act of 1934, as
amended.
"Clearing Agency Participant" shall mean a broker, dealer, bank, other
---------------------------
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
5
<PAGE>
"Closing Date" shall mean, with respect to any Series, the date of
------------
issuance of such Series of Certificates, as specified in the related Supplement.
"Collection Account" shall have the meaning specified in Section
------------------
4.01(a).
"Collections" shall mean all payments (including Insurance Proceeds)
-----------
received by the Servicer in respect of the Receivables, in the form of cash,
checks, wire transfers, ATM transfers or other form of payment in accordance
with the Credit Card Agreement in effect from time to time on any Receivables.
A Collection processed on an Account in excess of the aggregate amount of
Receivables in such Account as of the Date of Processing of such Collection
shall be deemed to be a payment in respect of Principal Receivables to the
extent of such excess. Collections with respect to any Monthly Period shall
include the amount of Interchange allocable to the Trust pursuant to subsection
2.05(k) with respect to such Monthly Period (to the extent deposited into the
Collection Account or, with respect to any Series, the applicable Series
Account, on the Transfer Date following such Monthly Period), to be applied as
if such Collections were Collections of Finance Charge Receivables for all
purposes. Collections with respect to any Monthly Period shall also include
Recoveries paid to the Seller with respect to such Monthly Period, to be applied
in the manner provided in subsection 4.02(c)(ii), and shall include investment
earnings on the Retention Account to be applied as Collections of Finance Charge
Receivables.
"Collection Subaccount" shall have the meaning specified in subsection
---------------------
4.01(a).
"Corporate Trust Office" shall mean the principal office of the
----------------------
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at One World Trade Center, Suite 8833, New York, N.Y. 10048, Attention:
Corporate Trust Department.
"Coupon" shall have the meaning specified in Section 6.01.
------
"Credit Adjustment" shall have the meaning specified in subsection
-----------------
4.02(d)(i).
"Credit Card Agreement" shall mean, with respect to any VISA(R) or
---------------------
MasterCard(R) credit card account (or other consumer credit accounts, to the
extent provided herein), the agreement between Chase USA and the Obligor
governing the terms and conditions of such account, as such agreement may be
amended, modified or otherwise changed from time to time.
"Cutoff Date" shall mean, with respect to each Account conveyed to the
-----------
Trust pursuant to Section 2.01 on the Initial
6
<PAGE>
Closing Date, the close of business on the last day of the related Billing Cycle
which ended during the 30 day period from and including April 19, 1991 to and
including May 18, 1991.
"Date of Processing" shall mean, with respect to any transaction, the
------------------
date on which such transaction is first recorded on the Servicer's computer
master file of VISA(R) and MasterCard(R) accounts or its computer master file of
other consumer revolving accounts, if any, in the Trust (without regard to the
effective date of such recordation).
"Default Amount" shall mean, with respect to any Defaulted Account,
--------------
the amount of Principal Receivables in such Defaulted Account on the day such
Account became a Defaulted Account.
"Defaulted Account" shall mean each Account with respect to which, in
-----------------
accordance with the Account Guidelines or the Servicer's customary and usual
servicing procedures for servicing credit card receivables comparable to the
Receivables (which as of the date hereof is more than 180 days delinquent from
the statement date (210 days delinquent from the payment due date)), the
Servicer has charged off the Receivables in such Account as uncollectible; an
Account shall become a Defaulted Account on the day on which such Receivables
are recorded as charged off as uncollectible on the Servicer's computer master
file of VISA(R) and MasterCard(R) accounts.
"Definitive Bearer Certificate" shall mean any Definitive Certificate
-----------------------------
issued in bearer form with Coupons attached.
"Definitive Certificate" shall have the meaning specified in Section
----------------------
6.11.
"Definitive Euro-Certificate" shall have the meaning specified in
---------------------------
Section 6.10 of the Agreement.
"Definitive Registered Certificate" shall mean any Definitive
---------------------------------
Certificate issued in registered form.
"Depository Agreement" shall mean, with respect to each Series, the
--------------------
agreement among the Seller, the Trustee and the Clearing Agency, in the form
attached hereto as Exhibit H, or as otherwise provided in the related
Supplement.
"Determination Date" shall mean the 8th day of the calendar month
------------------
beginning August 1991, or, if such day is not a Business Day, the immediately
preceding Business Day.
"Distribution Date" shall mean, unless otherwise specified in any
-----------------
Supplement for the related Series, August 15, 1991 and the fifteenth day of each
calendar month thereafter, or, if such fifteenth day is not a Business Day, the
next succeeding Business Day.
7
<PAGE>
"Dollars", "$" or "U.S. $" shall mean United States dollars.
------- - --------
"Eligible Account" shall mean a VISA(R) or MasterCard(R) credit card
----------------
account owned by the Seller which, as of the Selection Date:
(a) is payable in United States dollars;
(b) the Obligor on which has provided, as its most recent billing
address, an address which is located in the United States or its
territories or possessions or which is a United States military
address;
(c) has not been identified on the computer files of the Seller by the
Seller as relating to a cardholder who has died or commenced action
relating to bankruptcy or who is the subject of an involuntary
bankruptcy action;
(d) has not been identified on the computer files of the Seller by the
Seller as relating to a cardholder who has requested a reduction in
the periodic finance charges pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940;
(e) has not been classified on the Seller's computer files by the
Seller as counterfeit, fraudulent, corporate business card, stolen or
lost;
(f) has not been charged off by the Seller in its customary and usual
manner for charging off such Accounts as of the Selection Date;
(g) has not been (and no Receivables in such Account have been) sold
or pledged to any other Person; and
(h) is not an Account on which the Seller or an Affiliate of the
Seller is the Obligor.
"Eligible Additional Account" shall mean as of any Addition Date, (a)
---------------------------
a VISA(R) or MasterCard(R) credit card account owned by the Seller which
satisfies the criteria set forth in clauses (a) through (h) inclusive of the
definition of Eligible Account, or (b) any other consumer revolving credit
account (i) which satisfies the criteria set forth in clauses (a) through (h)
inclusive of the definition of Eligible Account, (ii) which the Rating Agency
indicates in writing will not result in the reduction or withdrawal of its then-
existing rating of the Investor Certificates of any Series of Certificates then
issued and outstanding and (iii) to which, to the extent provided in the related
Supplement, the Enhancement Provider with respect to any Series of Certificates
consents which consent shall not be unreasonably withheld.
8
<PAGE>
"Eligible Automatic Additional Account" shall mean a consumer
-------------------------------------
revolving credit account which, as of the relevant Automatic Addition Date meets
the following criteria:
(a) a VISA(R) or MasterCard(R) credit card account:
(i) which came into existence after the related Cut Off
Date and which was originated (but not purchased) by the Seller during
the normal operation of the Seller's credit card business;
(ii) which was in existence and owned by the Seller on its
Automatic Addition Cut Off Date and is in existence as of the close of
business on its Automatic Addition Date; and
(iii) which satisfies the criteria set forth in clauses (a)
through (h) inclusive in the definition of Eligible Account; or
(b) any other consumer revolving credit account owned by the Seller
(i) satisfying the criteria set forth in clauses (a) through (h) inclusive of
the definition of Eligible Account, (ii) which the Rating Agency indicates in
writing will not result in the reduction or withdrawal of its then-existing
rating of the Investor Certificates of any Series of Certificates then issued
and outstanding and (iii) to which, to the extent provided in the related
Supplement, the Enhancement Provider with respect to any Series of Certificates
consents which consent shall not be unreasonably withheld.
"Eligible Receivable" shall mean each Receivable:
-------------------
(a) which has arisen under an Eligible Account (in the case of
Accounts conveyed to the Trust on the Initial Closing Date), an Eligible
Additional Account (in the case of Additional Accounts) or an Eligible Automatic
Additional Account (in the case of Automatic Additional Accounts);
(b) which was created in compliance, in all material respects, with
all Requirements of Law applicable to the Seller and pursuant to a Credit Card
Agreement which complies in all material respects, with all Requirements of Law
applicable to the Seller;
(c) with respect to which all consents, licenses, approvals or
authorizations of, or registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by the Seller in connection
with the creation of such Receivable or the execution, delivery and performance
by the Seller of the Credit Card Agreement pursuant to which such Receivable was
created, have been duly obtained, effected or given and are in full force and
effective as of such date of creation of such Receivable;
9
<PAGE>
(d) as to which, at the time of and at all times after the creation
of such Receivable, the Seller or the Trust had good and marketable title
thereto free and clear of all Liens arising under or through the Seller or any
of its Affiliates (other than Liens permitted pursuant to subsection 2.05(b));
(e) which is the legal, valid and binding payment obligation of the
Obligor thereon, enforceable against such Obligor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter
in effect, affecting the enforcement of creditors' rights in general and except
as such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity);
(f) which constitutes an "account" under and as defined in Article 9
of the UCC as then in effect in the State of Delaware;
(g) which, at the time of its transfer to the Trust, has not been
waived or modified except as permitted herein;
(h) as to which, at the time of its transfer to the Trust, the Seller
has satisfied all material obligations on its part with respect to such
Receivable required to be satisfied; and
(i) which is not, at the time of its transfer to the Trust, subject
to any right of rescission, setoff, counterclaim or defense (including the
defense of usury), other than defense arising out of applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights in general.
"Eligible Servicer" shall mean the Trustee or an entity which, at the
-----------------
time of its appointment as Servicer, (a) is servicing a portfolio of consumer
revolving credit card accounts, (b) is legally qualified and has the capacity to
service the Accounts, (c) is qualified to use the software that Chase USA, in
its capacity as Servicer hereunder, is then currently using to service the
Accounts or obtains the right to use or has its own software which is adequate
to perform its duties under this Agreement and (d) has a net worth of at least
$100,000,000 as of the end of its most recent fiscal quarter.
"Enhancement" shall mean, with respect to any Series, the cash
-----------
collateral account, letter of credit, guaranteed rate agreement, maturity
guaranty facility, tax protection agreement, interest rate swap or any other
contract or agreement for the benefit of the Certificateholders of such Series,
as designated in the related Supplement.
"Enhancement Provider" shall mean, with respect to any Series, the
--------------------
Person, if any, designated as such in the related Supplement.
10
<PAGE>
"ERISA" shall mean the Employee Retirement Income Security Act of
-----
1974, as amended from time to time.
"Euro-Certificate Exchange Date" shall mean, with respect to any
------------------------------
Series, the date, if any, specified in the related Supplement.
"Euro-clear Operator" shall mean Morgan Guaranty Trust Company of New
-------------------
York, Brussels office, as operator of the Euro-clear System.
"Exchange" shall mean either of the procedures described under Section
--------
6.09.
"Exchangeable Seller Certificate" shall mean the certificate executed
-------------------------------
by the Seller and authenticated by the Trustee, substantially in the form of
Exhibit A and exchangeable as provided in Section 6.09; provided that at any
time there shall be only one Exchangeable Seller Certificate.
"Exchange Date" shall have the meaning, with respect to any Series
-------------
issued pursuant to an Exchange, specified in Section 6.09.
"Exchange Notice" shall have the meaning, with respect to any Series
---------------
issued pursuant to an Exchange, specified in Section 6.09.
"Extended Trust Termination Date" shall have the meaning specified in
-------------------------------
subsection 12.01(a).
"FDIC" shall mean the Federal Deposit Insurance Corporation.
----
"Finance Charge Receivables" shall mean Receivables created in respect
--------------------------
of the Periodic Finance Charges, Annual Membership Fees, Cash Advance Fees, Late
Fees, Returned Check Fees and Miscellaneous Fees and Charges.
"Fitch" shall mean Fitch Investor's Service, L.P. or its successors.
-----
"Fractional Undivided Interest" shall mean the fractional undivided
-----------------------------
interest in the Certificateholders' Interest evidenced by an Investor
Certificate.
"Global Certificate" shall have the meaning specified in subsection
------------------
6.10(a).
"Government Authority" shall mean the United States of America, any
--------------------
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.
11
<PAGE>
"Ineligible Receivable" shall have the meaning specified in subsection
---------------------
2.04(d)
"Initial Closing Date" shall mean June 20, 1991.
--------------------
"Initial Investor Interest" shall mean, with respect to any Series of
-------------------------
Certificates, the amount stated in the related Supplement.
"Insurance Proceeds" shall mean any amounts recovered by the Servicer
------------------
pursuant to any credit insurance policies covering any Obligor or with respect
to Receivables under such Obligor's Account.
"Interchange" shall mean interchange fees or interchange reimbursement
-----------
fees, paid or payable to the Seller, in its capacity as credit card issuer,
through VISA USA, Inc. and MasterCard International Incorporated in connection
with cardholder purchases for merchandise and services such amount not to be net
of any amounts owed by the Seller.
"Interest Accrual Period" shall mean, unless otherwise
-----------------------
specified in any Supplement for the related Series, each Monthly Period.
"Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
---------------------
as amended from time to time.
"Investment Company Act" shall mean the Investment Company Act of
----------------------
1940, as amended from time to time.
"Investor Certificate" shall mean any one of the certificates
--------------------
(including, without limitation, the Bearer Certificates, the Registered
Certificates or the Global Certificates) executed by the Seller and
authenticated by the Trustee substantially in the form of the investor
certificate attached to the related Supplement.
"Investor Certificateholder" shall mean the holder of record of an
--------------------------
Investor Certificate.
"Investor Default Amount" shall have, with respect to any Series of
-----------------------
Certificates, the meaning stated in the related Supplement.
"Investor Interest" shall have, with respect to any Series of
-----------------
Certificates, the meaning stated in the related Supplement.
"Investor Percentage" shall have, with respect to Principal
-------------------
Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts,
and any Series of Certificates, the meaning stated in the related Supplement.
12
<PAGE>
"Late Fees" shall have the meaning as specified in the Credit Card
---------
Agreement as it may, from time to time, be amended to assess such fees.
"Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
----
assignment, participation or equity interest, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC as in effect
in the State of New York or the State of Delaware, as applicable, (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; provided,
--------
however, that any assignment pursuant to Section 7.02 shall not be deemed to
- -------
constitute a Lien.
"Maximum Addition Amount" shall mean, with respect to any Automatic
-----------------------
Addition Date, a number of Eligible Automatic Additional Accounts not in excess
of the product of 10% and the number of Accounts determined as of the first day
of the twelfth preceding Monthly Period (or in the case of any Automatic
Addition Date occurring on or before July 31, 1992, the number of Accounts on
the Initial Closing Date) minus the number of Accounts which satisfy the
-----
criteria contained in clause (a) or (b) of the definition of "Eligible Automatic
Additional Account" which have been designated as Additional Accounts or
Automatic Additional Accounts since the first day of the twelfth preceding
Monthly Period or the Initial Closing Date, as the case may be.
"Minimum Aggregate Principal Receivables" shall mean, as of any date
---------------------------------------
of determination, the largest "Minimum Aggregate Principal Receivables"
specified in the Supplement with respect to any Series of Certificates issued
and outstanding at such date of determination.
"Minimum Seller Interest" shall have the meaning specified in
-----------------------
subsection 2.06(a).
"Miscellaneous Fees and Charges" shall mean Receivables created
------------------------------
pursuant to any Credit Card Agreement in respect of any administrative fees or
service charges (including any portion of insurance premiums payable by the
Obligor which the Seller is not required to pay to the applicable insurer) other
than Late Fees, Returned Check Fees, Annual Membership Fees and Cash Advance
Fees.
"Monthly Period" shall mean the period beginning on and including the
--------------
first day of a calendar month to and including the last day of a calendar month.
The first Monthly Period shall begin on and include June 19, 1991, and shall end
on and include July 31, 1991.
13
<PAGE>
"Monthly Investor Servicing Fee" shall have the meaning specified in
------------------------------
Section 3.02.
"Monthly Seller Servicing Fee" shall have the meaning specified in
----------------------------
Section 3.02.
"Monthly Servicing Fee" shall have the meaning specified in Section
---------------------
3.02.
"Moody's" shall mean Moody's Investors Service, Inc.
-------
"Obligor" shall mean, with respect to any Account, the Person or
-------
Persons obligated to make payments with respect to such Account, including any
guarantor thereof.
"Officer's Certificate" shall mean a certificate signed by any Vice
---------------------
President of the Seller or Servicer and delivered to the Trustee.
"Opinion of Counsel" shall mean a written opinion of counsel, who may
------------------
be counsel for or an employee of the Person providing the opinion and who shall
be reasonably acceptable to the Trustee.
"Paying Agent" shall have the meaning specified in Section 6.06 and
------------
shall initially be the Corporate Trust Office of Chase Manhattan Bank.
"Pay Out Commencement Date" shall mean, with respect to each Series,
-------------------------
(a) the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.01 or (b) a Series Pay Out Event is deemed to occur pursuant to the
Supplement for such Series.
"Pay Out Event" shall mean, with respect to each Series, a Trust Pay
-------------
Out Event or a Series Pay Out Event.
"Periodic Finance Charges" shall have the meaning specified in the
------------------------
Credit Card Agreement applicable to each Account for finance charges (monthly
periodic rate) or any similar term.
"Permitted Investments" shall mean, unless otherwise provided in the
---------------------
Supplement with respect to any Series:
(a) negotiable instruments or securities represented by instruments
in bearer or registered form which evidence (i) obligations of or fully
guaranteed by the United States of America; (ii) time deposits in, or bankers'
acceptances issued by, any depositary institution or trust company incorporated
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking or depositary
institution authorities; provided, however, that at the time of the Trust's
-------- -------
investment or contractual commitment to invest therein, the certificates of
deposit or short-term deposits, if any, or long-term unsecured debt obligations
(other than such
14
<PAGE>
obligations whose rating is based on collateral or on the credit of a Person
other than such institution or trust company) of such depositary institution or
trust company shall have a credit rating from Moody's and Standard & Poor's of
P-1 and A-l+, respectively, and F-1+ if rated by Fitch, in the case of the
certificates of deposit or short-term deposits, or a rating from Moody's of at
least Aa3, and from Standard & Poor's of AAA and AAA if rated by Fitch, in the
case of the long-term unsecured debt obligations, or the amount of such time
deposits are fully insured within the limits of the insurance provided by law by
BIF or SAIF; (iii) certificates of deposit having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating from Moody's
and Standard & Poor's of P-1 and A-l+, respectively, and F-l+ if rated by Fitch;
(iv) commercial paper having, at the time of the Trust's investment or
contractual commitment to invest therein, a rating from Moody's and Standard &
Poor's of P-1 And A-l+, respectively, and F-l+ if rated by Fitch; and (v)
investments in money market funds rated AAA-m or AAA-mg by Standard & Poor's or
P-1 by Moody's and, if rated by Fitch, in its highest rating category, or
otherwise approved in writing by the Rating Agency;
(b) demand deposits in the name of the Trust or the Trustee in any
depositary institution or trust company referred to in clause (a)(ii) above; and
(c) securities not represented by an instrument, which are registered in the
name of the Trustee upon books maintained for that purpose by or on behalf of
the issuer thereof and identified on books maintained for that purpose by the
Trustee as held for the benefit of the Trust or the Certificateholders, and
consisting of shares of an open end diversified investment company which is
registered under the Investment Company Act and which (i) invests its assets
exclusively in obligations of or guaranteed by the United States of America or
any instrumentality or agency thereof having in each instance a final maturity
date of less than one year from their date of purchase or other Permitted
Investments, (ii) seeks to maintain a constant net asset value per share, (iii)
has aggregate net assets of not less than $100,000,000 on the date of purchase
of such shares, (iv) which is acceptable to the Rating Agency without causing a
reduction in its rating of any Series of Certificates (as confirmed in writing
by such rating agency) and (v) which, to the extent provided in any Supplement,
is acceptable to the related Enhancement Provider.
"Person" shall mean any legal person, including any individual,
------
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, governmental entity or other entity of
similar nature.
"Pool Amount" shall have, with respect to any Series, the meaning
-----------
specified in the related Supplement.
"Pool Factor" shall mean, unless any Series is issued in more than one
-----------
Class as stated in any related Supplement, with respect to any Series and with
respect to any Record Date, a number
15
<PAGE>
carried out to seven decimals representing the ratio of the applicable 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.
"Portfolio Yield" shall mean, unless otherwise provided with respect
---------------
to any Series as specified in the related Supplement, 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 collections of Finance Charge
Receivables, if any, deposited in the Collection Account or, if specified in any
Supplement, the related Series Account, pursuant to Article IV and allocable to
the Aggregate Investor Interest or the Investor Interest with respect to any
Series, as the case may be, during such Monthly Period and (ii) Interchange
allocable to the Aggregate Investor Interest or the Investor Interest with
respect to any Series, as the case may be, to the extent deposited in the
Collection Account or, if provided in any Supplement, the related Series Account
on such Transfer Date, such sum to be calculated on a cash basis after
subtracting an amount equal to the sum of the Aggregate Investor Default Amount
with respect to each Series then issued and outstanding for such Monthly Period,
and the denominator of which is the Aggregate Investor Interest or the Investor
Interest with respect to any Series, as the case may be, as of the last day of
the preceding Monthly Period.
"Principal Receivable" shall mean each Receivable other than (i)
--------------------
Finance Charge Receivables and (ii) Receivables in Defaulted Accounts. A
Receivable shall be deemed to have been created at the end of the day on the
Date of Processing of such Receivable. In calculating the aggregate amount of
Principal Receivables on any day, the amount of Principal Receivables shall be
reduced by the aggregate amount of credit balances in the Accounts on such day.
Any Receivables which the Seller is unable to transfer as provided in subsection
2.05(e) shall not be included in calculating the aggregate amount of Principal
Receivables.
"Principal Terms" shall have the meaning, with respect to any Series
---------------
issued pursuant to an Exchange, specified in Section 6.09.
"Purchased Account" shall mean an account which was purchased by the
-----------------
Seller pursuant to the respective purchase agreements with: Meritor Savings F.A.
and Meritor Credit Corporation; Michigan National Bank and Independence One
Bank, N.A.; Leader Federal Bank for Savings; First National Bank of Boston and
Bank of Boston Connecticut; or Investors Savings Bank
"Qualified Institution" shall have the meaning specified in subsection
---------------------
4.01(a).
16
<PAGE>
"Rating Agency" shall mean, with respect to each Series, the rating
-------------
agency or agencies, if any, specified in the related Supplement.
"Reassignment" shall have the meaning set forth in subsection 2.07
------------
(b).
"Receivable" shall mean any amount owing by the Obligors including
----------
both Principal Receivables and Finance Charge Receivables.
"Record Date" shall mean, with respect to any Distribution Date, the
-----------
last Business Day of the preceding Monthly Period.
"Recoveries" shall mean all amounts received by the Servicer with
----------
respect to Receivables in Defaulted Accounts including all net amounts received
by the Seller upon the sale of Defaulted Accounts.
"Registered Certificates" shall have the meaning specified in Section
-----------------------
6.01.
"Removal Date" shall mean the date on which Receivables in certain
------------
designated Removed Accounts will be reassigned by the Trustee to the Seller.
"Removal Notice Date" shall mean the fifth Business Day prior to a
-------------------
Removal Date.
"Removed Accounts" shall have the meaning set forth in subsection
----------------
2.07(a)
"Repurchase Terms" shall mean, with respect to any Series, the terms
----------------
and conditions under which the Seller may repur chase such Series of
Certificates pursuant to Section 12.02(a) as provided in the related Supplement.
"Required Retention Amount" shall mean, as of any particular date of
-------------------------
determination, the amount, if any, by which the Minimum Seller Interest exceeds
the Seller Interest.
"Requirements of Law" for any Person shall mean the certificate of
-------------------
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local (including, without limitation, usury laws, the
federal Truth in Lending Act and Regulation Z and Regulation B of the Board of
Governors of the Federal Reserve System).
17
<PAGE>
"Responsible Officer" shall mean the Chairman or any Vice Chairman of
-------------------
the Board of Directors or Trustees of the Trustee, the Chairman or Vice Chairman
of the Executive or Standing Committee of the Board of Directors or Trustees of
the Trustee, the President, any Executive Vice President, Senior Vice President,
Vice President, any Assistant Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant or
Deputy Cashier, any Trust Officer or Assistant Trust Officer, the Controller and
any Assistant Controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
"Retention Account" shall have the meaning specified in subsection
-----------------
4.01(b)(i).
"Returned Check Fees" shall have the meaning specified in the Credit
-------------------
Card Agreement as it may, from time to time, be amended to assess such fees.
"Revolving Period" shall have, with respect to each Series, the
----------------
meaning specified in the related Supplement.
"SAIF" shall mean the Savings Association Insurance Fund administered
----
by the FDIC.
"Securities Act" shall mean the Securities Act of 1933, as amended.
--------------
"Selection Date" shall mean April 3, 1991 in the case of Accounts
--------------
added at the Initial Closing Date, and a date specified by the Seller not more
than two business days prior to the Addition Date, in the case of Accounts added
on an Addition Date or Automatic Addition Date.
"Seller" shall mean Chase USA, a Delaware banking corporation, and any
------
entity which purchases or otherwise acquires the Accounts or any of them in
accordance with the provisions of Sections 7.02 and 13.01(a)(ii).
"Seller Exchange" shall have the meaning specified in Section 6.09.
---------------
"Seller Interest" shall mean, on any date of determination, the
---------------
Aggregate Principal Receivables at the end of the day immediately prior to such
date of determination, plus the amount on deposit in the Retention Account
----
(exclusive of earnings) at the end of the day immediately prior to such date of
determination, plus, unless otherwise specified in the Supplement for any
----
Series, the amount of "Excess Amounts" and "Controlled Excess Amounts" (as such
terms are defined in such Supplement) for
18
<PAGE>
such Series of Certificates on deposit in any Series Account at the end of the
day immediately prior to such date of determination, minus the Aggregate
-----
Investor Interest at the end of such day.
"Seller Percentage" shall mean, on any date of determination, when
-----------------
used with respect to Principal Receivables, Finance Charge Receivables and
Receivables in Defaulted Accounts, a percentage equal to 100% minus the
-----
Aggregate Investor Percentage with respect to such categories of Receivables.
"Series" shall mean any series of Investor Certificates.
------
"Series Account" shall mean any account established pursuant to a
--------------
Supplement for the benefit of such Series.
"Series Pay Out Event" shall have, with respect to any Series, the
--------------------
meaning specified pursuant to the Supplement for the related Series.
"Series Servicing Fee Percentage" shall mean, with respect to any
-------------------------------
Series, the amount specified in the related Supplement.
"Series Termination Date" shall mean, with respect to any Series of
-----------------------
Certificates, the date stated in the related Supplement.
"Servicer" shall mean initially Chase USA, and its permitted
--------
successors and assigns and thereafter any Person appointed as successor as
herein provided to service the Receivables.
"Servicer Default" shall have the meaning specified in Section 10.01.
----------------
"Servicing Officer" shall mean any officer of the Servicer involved
-----------------
in, or responsible for, the administration and servicing of the Receivables
whose name appears on a list of servicing officers furnished to the Trustee by
the Servicer, as such list may from time to time be amended.
"Standard & Poor's" shall mean Standard & Poor's Corporation.
-----------------
"Successor Servicer" shall have the meaning specified in Section
------------------
10.02.
"Supplement" shall mean, with respect to any Series, a supplement to
----------
this Agreement complying with the terms of Section 6.09 of this Agreement,
executed in conjunction with any issuance of such Series of Certificates (or, in
the case of the issuance of Certificates on the Initial Closing Date, the
supplement executed in connection with the issuance of such Certificates).
19
<PAGE>
"Termination Notice" shall have the meaning specified in Section
------------------
10.01.
"Transfer Agent and Registrar" shall have the meaning specified in
----------------------------
Section 6.03 and shall initially be the Corporate Trust Office of Chase
Manhattan Bank.
"Transfer Date" shall mean, with respect to any Series, the Business
-------------
Day immediately prior to each Distribution Date.
"Transferred Account" shall have the meaning specified in the
-------------------
definition of "Account".
"Trust" shall mean the Chase Manhattan Credit Card Master Trust
-----
created by this Agreement.
"Trust Assets" shall have the meaning specified in Section 2.01.
------------
"Trust Extension" shall have the meaning specified in subsection 12.01
---------------
(a).
"Trust Pay Out Event" shall have, with respect to each Series, the
-------------------
meaning specified in Section 9.01.
"Trust Termination Date" shall mean the earlier to occur of (i) unless
----------------------
a Trust Extension shall have occurred, the day after the Distribution Date with
respect to any Series following the date on which funds shall have been
deposited in the Collection Account or the applicable Series Account for the
payment of Investor Certificateholders of each Series then issued and
outstanding sufficient to pay the Aggregate Investor Interest plus interest
accrued at the applicable Certificate Rate through the end of the related
Interest Accrual Period prior to the Distribution Date with respect to each such
Series in full, (ii) if a Trust Extension shall have occurred, the Extended
Trust Termination Date, and (iii) June 30, 2031.
"Trustee" shall mean the institution executing this Agreement as
-------
Trustee, or its successor in interest, or any successor trustee appointed as
herein provided.
"UCC" shall mean the Uniform Commercial Code, as amended from time to
---
time, as in effect in any specified jurisdiction.
"Undivided Interest" shall mean the undivided interest in the Trust of
------------------
any Certificateholder.
Section 1.02 Other Definitional Provisions.
-----------------------------
(a) All terms defined in any Supplement or this Agreement shall have
the defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.
20
<PAGE>
(b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.01, and accounting terms partially defined in Section 1.01 to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles or regulatory accounting principles, as
applicable. To the extent that the definitions of accounting terms herein are
inconsistent with the meanings of such terms under generally accepted accounting
principles or regulatory accounting principles, the definitions contained herein
shall control.
(c) The agreements, representations and warranties of Chase USA in
this Agreement and in any Supplement in each of its capacities as Seller and
Servicer shall be deemed to be the agreements, representations and warranties of
Chase USA solely in each such capacity for so long as Chase USA acts in each
such capacity under this Agreement.
(d) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to any Supplement or this
Agreement as a whole and not to any particular provision of this Agreement or
any Supplement; and Section, subsection, Schedule and Exhibit references
contained in this Agreement or any Supplement are references to Sections,
subsections, Schedules and Exhibits in or to this Agreement or any Supplement
unless otherwise specified. Monthly Servicer Report, the form of which is
attached as Exhibit C to this Agreement, shall be in substantially the form of
Exhibit C, 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 the Agreement or any Supplement. 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 the related Exhibit,
as so changed. Upon the delivery of such Officer's Certificate to the Trustee,
the related 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's conforming to the requirements of this
Agreement.
Section 1.03 Effective Date of Amended and Restated Pooling and
--------------------------------------------------
Servicing Agreement. This Amended and Restated Pooling and Servicing Agreement
- -------------------
shall be effective as of July 1, 1996 and shall apply to Collections received by
the Servicer on or after such date, and to the Transfer Dates and Distribution
Dates occurring on August 14, 1996 and August 15, 1996, respectively, and
thereafter, but shall not apply to the Transfer Date and Distribution Date
occurring on July 12, 1996 and July 15, 1996, respectively, or any earlier
Transfer Date or Distribution Date. The representations and warranties made by
the Seller and Servicer prior to the date hereof shall survive notwithstanding
the amendment of any related provisions herein.
21
<PAGE>
[End of Article I]
22
<PAGE>
ARTICLE II
CONVEYANCE OF RECEIVABLES;
ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Receivables. By execution of this
-------------------------
Agreement, the Seller does hereby transfer, assign, set-over, and otherwise
convey (collectively the "Conveyance") to the Trust for the benefit of the
Certificateholders, without recourse, all of its right, title and interest in
and to (i) the Receivables now existing and hereafter created and arising in
connection with the Accounts (other than Receivables in Additional Accounts or
Automatic Additional Accounts), (ii) all monies due or to become due with
respect thereto (including all Finance Charge Receivables), (iii) all proceeds
of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v)
Recoveries relating to such Receivables, and (vi) Interchange allocable to the
Trust pursuant to subsection 2.05(k) and all proceeds thereof, which shall
initially constitute the assets of the Trust. Such property, together with all
monies on deposit in the Collection Account, the Series Accounts maintained for
the benefit of the Certificateholders of any Series of Certificates, any
Enhancement and all monies available under any Enhancement, to be provided for
any Series for payment to the Certificateholders of such Series, shall
constitute the assets of the Trust (collectively, the "Trust Assets").
In connection with such transfer, assignment, set-over and conveyance,
the Seller agrees to record and file, at its own expense, a financing statement
(including any continuation statements with respect to such financing statements
when applicable) with respect to the Receivables now existing and hereafter
created for the transfer of accounts (as defined in Section 9-106 of the UCC as
in effect in the State of Delaware) meeting the requirements of applicable state
law in such manner and in such jurisdictions as are necessary to perfect the
assignment of the Receivables to the Trust, and to deliver a file-stamped copy
of such financing statement or continuation statement or other evidence of such
filing (which may, for purposes of this Section 2.01, consist of telephone
confirmation of such filing with the file-stamped copy to be provided to the
Trustee as soon as practicable after receipt thereof by the Seller) to the
Trustee on or prior to the date of issuance of the Certificates and in the case
of any continuation statements filed pursuant to this Section 2.01, as soon as
practicable after receipt thereof by the Seller. The foregoing transfer,
assignment, set-over and conveyance to the Trust shall be made to the Trustee,
on behalf of the Trust, and each reference in this Agreement to such transfer,
assignment, set over and conveyance shall be construed accordingly. The
Trustee, except when acting as Servicer, shall be under no obligation whatsoever
to file the financing statements or continuation statements referred to herein,
or to make any other filing under the UCC in connection with the foregoing
transfer, assignment, set-over and conveyance.
23
<PAGE>
In connection with such transfer, the Seller agrees, at its own
expense, on or prior to the Initial Closing Date (i) to indicate in its computer
files that Receivables created in connection with the Accounts (other than any
Additional Accounts or Automatic Additional Accounts) have been transferred to
the Trust pursuant to this Agreement for the benefit of the Certificateholders
by including in such computer files the code "4" in the dependent number field
and (ii) to deliver to the Trustee a computer file or microfiche list containing
a true and complete list of all such Accounts, identified by account number and
setting forth the Receivable balance as of the related Cut Off Date. Such file
or list shall be marked as Schedule 1 to this Agreement, delivered to the
Trustee as confidential and proprietary, and is hereby incorporated into and
made a part of this Agreement. The Seller further agrees not to alter the code
referenced in clause (i) of this paragraph with respect to any Account during
the term of this Agreement unless and until such Account becomes a Removed
Account.
The parties intend that if, and to the extent that, the Conveyance is
not deemed to be a sale, the Seller shall be deemed hereunder to have granted to
the Trustee a first priority perfected security interest in all of the Seller's
right, title and interest in, to and under (i) the Receivables now existing and
hereafter created and arising in connection with the Accounts (other than
Receivables in Additional Accounts and Automatic Additional Accounts), (ii) all
monies due or to become due with respect thereto (including all Finance Charge
Receivables), (iii) all proceeds of such Receivables, (iv) all Insurance
Proceeds relating to such Receivables, (v) Recoveries relating thereto, and (vi)
Interchange allocable to the Trust pursuant to subsection 2.05(k) and all
proceeds thereof, for the purpose of securing the rights of the Trustee for the
benefit of the Certificateholders under this Agreement, and that this Agreement
shall constitute a security agreement (as defined in the UCC as in effect in the
State of Delaware.)
Pursuant to the request of the Seller, the Trustee has caused
Certificates in authorized denominations evidencing the entire interest in the
Trust to be duly authenticated and delivered to or upon the order of the Seller
pursuant to Section 6.02.
Section 2.02 Acceptance by Trustee.
---------------------
(a) The Trustee hereby acknowledges its acceptance, on behalf of the
Trust, of all right, title and interest previously held by the Seller in and to
(i) the Receivables now existing and hereafter created and arising in connection
with the Accounts (other than Receivables in Additional Accounts or Automatic
Additional Accounts), (ii) all monies due or to become due with respect thereto
(including all Finance Charge Receivables), (iii) all proceeds of such
Receivables, (iv) Insurance Proceeds relating to such Receivables, (v)
Recoveries relating to such Receivables and (vi) Interchange allocable to the
Trust pursuant to subsection
24
<PAGE>
2.05(k) and the proceeds thereof, and declares that it shall maintain such
right, title and interest, upon the Trust herein set forth, for the benefit of
all Certificateholders. The Trustee further acknowledges that, prior to or
simultaneously with the execution and delivery of this Agreement, the Seller
delivered to the Trustee the computer file or microfiche list described in the
third paragraph of Section 2.01.
(b) The Trustee hereby agrees not to disclose to any Person any of
the account numbers or other information contained in the computer files,
microfiche lists or notices delivered to the Trustee by the Seller pursuant to
Sections 2.01, 2.06, 2.07 and 3.04(c) (the "Account Information") except as is
required in connection with the performance of its duties hereunder or in
enforcing the rights of the Certificateholders or to a Successor Servicer
appointed pursuant to Section 10.02. The Trustee agrees to take such measures as
shall be reasonably requested by the Seller to protect and maintain the security
and confidentiality of such information, and, in connection therewith, shall
allow the Seller to inspect the Trustee's security and confidentiality
arrangements from time to time during normal business hours. In the event that
the Trustee is required by law to disclose any Account Information, the Trustee
shall provide the Seller with prompt written notice, unless such notice is
prohibited by law, of any such request or requirement so that the Seller may
request a protective order or other appropriate remedy. In the event that such
protective order or other remedy is not obtained the Trustee may disclose such
information and will exercise its best efforts to obtain assurance that
confidential treatment will be afforded such information. The Trustee shall
provide the Seller with written notice five days prior to any disclosure
permitted by subsection 2.02(b).
(c) The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement.
Section 2.03 Representations and Warranties of the Seller. The
--------------------------------------------
Seller hereby represents and warrants to the Trust as of the Initial Closing
Date:
(a) Organization and Good standing. The Seller is a Delaware banking
------------------------------
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware and has full corporate power, authority and legal right
to own its properties and conduct its business as such properties are presently
owned and such business is presently conducted, and to execute, deliver and
perform its obligations under this Agreement and to execute and deliver to the
Trustee the Certificates pursuant hereto.
(b) Due Qualification. The Seller is duly qualified to do business
-----------------
and is in good standing (or is exempt from such requirement) in any state
required in order to conduct business, and has obtained all necessary licenses
and approvals with respect to the Seller required under federal, Delaware and
New York law;
25
<PAGE>
provided, however, that no representation or warranty is made with respect to
- -------- -------
any qualifications, licenses or approvals which the Trustee would have to obtain
to do business in any state in which the Trustee seeks to enforce any
Receivable.
(c) Due Authorization. The execution and delivery of this Agreement
-----------------
and the execution and delivery to the Trustee of the Certificates by the Seller
and the consummation of the transactions provided for in this Agreement have
been duly authorized by the Seller by all necessary corporate action on its part
and this Agreement will remain, from the time of its execution, an official
record of the Seller.
(d) No Conflict. The execution and delivery of this Agreement and
-----------
the Certificates, the performance of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof will not conflict with, result
in any breach of any of the material terms and provisions of, or constitute
(with or without notice or lapse of time or both) a material default under, any
indenture, contract, agreement, mortgage, deed of trust, or other instrument to
which the Seller is a party or by which it or any of its properties are bound.
(e) No Violation. The execution and delivery of this Agreement and
------------
the Certificates, the performance of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof will not conflict with or
violate any Requirements of Law applicable to the Seller.
(f) No Proceedings. There are no proceedings or investigation
--------------
pending or, to the best knowledge of the Seller, threatened against the Seller,
before any court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality (i) asserting the invalidity of this Agreement or
the Certificates, (ii) seeking to prevent the issuance of the Certificates or
the consummation of any of the transactions contemplated by this Agreement or
the Certificates, (iii) seeking any determination or ruling that, in the
reasonable judgment of the Seller, would materially and adversely affect the
performance by the Seller of its obligations under this Agreement, (iv) seeking
any determination or ruling that would materially and adversely affect the
validity or enforceability of this Agreement or the Certificates or (v) seeking
to affect adversely the income tax attributes of the Trust.
(g) Eligibility of Accounts. As of the Selection Date, each Account
-----------------------
was an Eligible Account.
(h) Seller's Deposit Accounts. As of the Initial Closing Date,
-------------------------
deposits in the Seller's deposit accounts were insured to the limits provided by
law by BIF.
(i) All Consents Required. All appraisals, authorizations, consents,
---------------------
orders or other actions of any Person or
26
<PAGE>
of any governmental body or official required in connection with the execution
and delivery of this Agreement and the Certificates, the performance of the
transactions contemplated by this Agreement and the fulfillment of the terms
hereof, have been obtained.
(j) Account Selection. As of the Selection Date, the Accounts
-----------------
represented a random selection from all Eligible Accounts owned by the Seller,
excluding Agent Bank Accounts, Affinity Program Accounts and Purchased Accounts.
For the purposes of the representations and warranties contained in
this Section 2.03 and made by the Seller on the Initial Closing Date,
"Certificates" shall mean the Certificates issued on the Initial Closing Date.
The representations and warranties set forth in this Section 2.03 shall survive
the transfer and assignment of the Trust Assets to the Trust, and termination of
the rights and obligations of the Servicer pursuant to Section 10.01. The Seller
hereby represents and warrants to the Trust, with respect to any Series of
Certificates, as of its Closing Date, unless otherwise stated in such
Supplement, that the representations and warranties of the Seller set forth in
Section 2.03 other than as set forth in subsections 2.03(g), 2.03(h) and 2.03(j)
are true and correct as of such date (for the purposes of such representations
and warranties, "Certificates" shall mean the Certificates issued on the related
Closing Date). Upon discovery by the Seller, the Servicer or the Trustee of a
breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the others. The
Trustee's obligations with respect to such breach are limited as provided in
subsection 11.02(g).
Section 2.04 Representations and Warranties of the Seller Relating
-----------------------------------------------------
to the Agreement and the Receivables.
- ------------------------------------
(a) Binding Obligation; Valid Transfer and Assignment. The Seller
-------------------------------------------------
hereby represents and warrants to the Trust that, as of the Initial Closing
Date:
(i) This Agreement constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, except (A) as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect affecting the enforcement of
creditors' rights in general and the rights of creditors of Delaware
banking corporations, (B) as such enforceability may be limited by
general principles of equity (whether considered in a suit at law or
in equity), (C) subject to the unenforceability of provisions
indemnifying a party against liability where such indemnification is
contrary to public policy, (D) the effect of judicial decisions which
have held that certain covenants and provisions of agreements are
unenforceable where (y) the breach of such covenants or
27
<PAGE>
provisions imposes restrictions or burdens where it cannot be
demonstrated that such breach is a material breach of a material
covenant or provisions, or (z) the creditor's enforcement of such
covenants or provisions under the circumstances would violate the
creditor's implied covenant of good faith and fair dealing, and (E)
subject to the unenforceability of provisions herein to the effect
that the failure to exercise or delay in exercising rights or remedies
will not operate as a waiver of any such rights or remedies, or to the
effect that provisions therein may only be waived in writing to the
extent that an oral agreement modifying such revisions has been
entered into.
(ii) This Agreement constitutes either (A) a valid transfer,
assignment, set-over and conveyance to the Trust of all right, title
and interest of the Seller in and to (i) the Receivables then existing
and hereafter created and arising in connection with the Accounts
(other than Receivables in Additional Accounts or Automatic Additional
Accounts), (ii) all monies due or to become due with respect thereto
(including all Finance Charge Receivables), (iii) all proceeds of such
Receivables, (iv) Insurance Proceeds relating to such Receivables, (v)
Recoveries relating to such Receivables, and (vi) Interchange
allocable to the Trust pursuant to subsection 2.05(k) and all proceeds
thereof, which will be held by the Trust free and clear of any Lien of
any Person claiming through or under the Seller or any of its
Affiliates except for (x) Liens permitted under subsection 2.05(b)
and subject to Section 9-306 of the UCC as in effect in the States of
New York or Delaware, whichever is applicable, (y) the interest of the
Seller as Holder of the Exchangeable Seller Certificate and (z) the
Seller's right, if any, to interest accruing on, and investment
earnings, if any, in respect of the Collection Account, the Retention
Account, or any Series Account, as provided in this Agreement or the
related Supplement, or (B) a grant of security interest (as defined in
the UCC as in effect in the State of Delaware) in such property to the
Trust, which is enforceable with respect to the (i) Receivables now
existing and hereafter created and arising in connection with the
Accounts (other than Receivables in Additional Accounts or Automatic
Additional Accounts), (ii) all monies due or to become due with
respect thereto (including all Finance Charge Receivables), (iii) all
proceeds of such Receivables, (iv) Insurance Proceeds relating to such
Receivables, (v) Recoveries relating to such Receivables, and (vi)
Interchange allocable to the Trust pursuant to subsection 2.05(k) and
the proceeds thereof upon execution and delivery of this Agreement,
and which will be enforceable with respect to such Receivables
hereafter created, the proceeds thereof and Insurance Proceeds
relating thereto,
28
<PAGE>
Recoveries and Interchange allocable to the Trust pursuant to
subsection 2.05(k), upon such creation. If this Agreement constitutes
the grant of a security interest to the Trust in such property, upon
the filing of the financing statement described in Section 2.01 and in
the case of the Receivables hereafter created and proceeds thereof and
Insurance Proceeds relating thereto, Recoveries and Interchange
allocable to the Trust pursuant to subsection 2.05(k), upon such
creation, the trust shall have a first priority perfected security
interest in such property, except for Liens permitted under subsection
2.05(b) and subject to Section 9-306 of the UCC as in effect in the
States of New York or Delaware, whichever is applicable. Neither the
Seller nor any Person claiming through or under the Seller shall have
any claim to or interest in the Collection Account or any Series
Account, and, if this Agreement constitutes the grant of a security
interest in such property, except for the interest of the Seller in
such property as a debtor for purposes of the UCC as in effect in the
State of Delaware.
(b) Eligibility of Receivables. The Seller hereby represents and
--------------------------
warrants to the Trust and as of each Addition Date or Automatic Addition Date,
as the case may be, occurring on or after the date hereof, that:
(i) Each Receivable is an Eligible Receivable as of the
Selection Date.
(ii) Each Receivable then existing has been conveyed to the
Trust free and clear of any Lien of any Person claiming through or
under the Seller or any of its Affiliates (other than Liens permitted
under subsection 2.05(b)) and in compliance, in all material respects,
with all Requirements of Law applicable to the Seller.
(iii) With respect to each Receivable then existing, all
consents, licenses, approvals or authorizations of or registrations or
declarations with any Governmental Authority required to be obtained,
effected or given by the Seller in connection with the conveyance of
such Receivable to the Trust have been duly obtained, effected or
given and are in full force and effect.
(iv) On each day on which any new Receivable is created, the
Seller shall be deemed to represent and warrant to the Trust that (A)
each Receivable created on such day is an Eligible Receivable, (B)
each Receivable created on such day has been conveyed to the Trust in
compliance, in all material respects, with all Requirements of Law
applicable to the Seller, (C) with respect to each such Receivable,
all consents, licenses,
29
<PAGE>
approvals or authorizations of or registrations or declarations with,
any Governmental Authority required to be obtained, effected or given
by the Seller in connection with the conveyance of such Receivable to
the Trust have been duly obtained, effected or given and are in full
force and effect and (D) the representations and warranties set forth
in subsection 2.04(a) are true and correct with respect to each
Receivable created on such day as if made on such day.
(v) As of the applicable Addition Date or Automatic
Addition Date with respect to Additional Accounts or Automatic
Additional Accounts, as the case may be, added pursuant to Section
2.06, the related computer file or microfiche list referred to in
Section 2.06, is an accurate and complete listing in all material
respects of all the Accounts as of the related Cut Off Date or the
Selection Date immediately preceding the applicable Addition Date or
Automatic Addition Date, as the case may be, and the information
contained therein with respect to the identity of such Accounts and
the Receivables existing thereunder is true and correct in all
material respects as of the related Cut Off Date or such Selection
Date, as the case may be; as of the respective Cut Off Dates, the
aggregate amount of Receivables in all the Accounts was $4,663,978,028
of which $4,557,721,932 were Principal Receivables.
(c) Notice of Breach. The representations and warranties set forth
----------------
in this Section 2.04 shall survive the transfer and assignment of the respective
Receivables to the Trust. Upon discovery by the Seller, the Servicer or the
Trustee of a breach of any of the representations and warranties set forth in
this Section 2.04, the party discovering such breach shall give prompt written
notice to the others. The Seller agrees to cooperate with the Servicer and the
Trustee in attempting to cure any such breach. The Seller hereby acknowledges
that the Trustee intends to rely on the representations hereunder in connection
with representations made by the Trustee to secured parties, assignees or
subsequent transferees. The Trustee's obligations with respect to the breach of
any of the representations and warranties contained in this Section 2.04 are
limited as provided in subsection 11.02(g).
(d) Transfer of Ineligible Receivables.
----------------------------------
(i) Automatic Removal. In the event of a breach with
-----------------
respect to a Receivable of any representations and warranties set
forth in subsection 2.04(b)(ii), or in the event that a Receivable is
not an Eligible Receivable as a result of the failure to satisfy the
conditions set forth in clause (d) of the definition of Eligible
Receivable, and any of the following three conditions is met: (A) as a
result of such breach or
30
<PAGE>
event such Receivable is charged off as uncollectible or the Trust's
rights in, to or under such Receivable or its proceeds are impaired or
the proceeds of such Receivable are not available for any reason to
the Trust free and clear of any Lien; (B) the Lien upon the subject
Receivable (1) arises in favor of the United States of America or any
State or any agency or instrumentality thereof and involves taxes or
liens arising under Title IV of ERISA or (2) has been consented to by
the Seller; or (C) the unsecured short-term debt rating of the Seller
is not at least P-1 by Moody's and the Lien upon the subject
Receivable ranks prior to the Lien created pursuant to this Agreement;
then, upon the earlier to occur of the discovery of such breach or
event by the Seller or the Servicer or receipt by the Seller of
written notice of such breach or event given by the Trustee, each such
Receivable shall be automatically removed from the Trust on the terms
and conditions set forth in subsection 2.04(d)(iii).
(ii) Removal After Cure Period. In the event of a breach
-------------------------
of any of the representations and warranties set forth in subsection
2.04(b) other than a breach or event as set forth in clause (d)(i)
above, and as a result of such breach the related Account becomes a
Defaulted Account or the Trust's rights in, to or under the Receivable
or its proceeds are impaired or the proceeds of such Receivable are
not available for any reason to the Trust free and clear of any Lien,
then, upon the expiration of 60 days (or such longer period as may be
agreed to by the Trustee, but in no event later than 120 days) from
the earlier to occur of the discovery of any such event by either of
the Seller or the Servicer, or receipt by the Seller of written notice
of any such event given by the Trustee, each such Receivable shall be
removed from the Trust on the terms and conditions set forth in
subsection 2.04(d)(iii); provided, however, that no such removal shall
-------- -------
be required to be made if, on any day within such applicable period,
such representations and warranties with respect to such Receivable
shall then be true and correct in all material respects as if such
Receivable had been created on such day.
(iii) Procedures for Removal. When the provisions of
----------------------
subsection 2.04(d)(i) or subsection 2.04(d)(ii) above require removal
of a Receivable, the Seller shall accept reassignment of the portion
of such Receivable that is a Principal Receivable (an "Ineligible
Receivable") by (i) directing the Servicer to deduct the portion of
such Receivable that is a Principal Receivable from the aggregate
amount of Principal Receivables in the Trust and to decrease the
Seller Interest by such amount and (ii) depositing into the Collection
Account an amount
31
<PAGE>
equal to the Finance Charge Receivables collected through the date of
such removal; provided, however, that if the exclusion of an
-------- -------
Ineligible Receivable from the calculation of the Seller Interest
(determined without regard to any "Excess Amounts", "Controlled Excess
Amounts" or such other amounts specified in the Supplement for any
Series) would cause the Seller Interest to be less than zero or would
otherwise not be permitted by law, such Ineligible Receivable shall
not be automatically removed from the Trust, but shall be removed from
the Trust only upon the making of the deposit to the Collection
Account referred to in the second following sentence. On and after
the date of such removal, each Ineligible Receivable shall be deducted
from the aggregate amount of Principal Receivables used in the
calculation of any Investor Percentage, the Seller Percentage or the
Seller Interest; provided, however, that for the purposes of
-------- -------
subsection 2.06(a) and the calculation of the Seller Interest, each
Ineligible Receivable shall, notwithstanding the proviso to the
immediately preceding sentence, be deemed to have been automatically
removed from the Trust. In the event that the exclusion of an
Ineligible Receivable from the calculation of the Seller Interest
would cause the Seller Interest (determined without regard to any
"Excess Amounts", "Controlled Excess Amounts" or such other amounts
specified in the Supplement with respect to any Series) to be reduced
below zero, or would otherwise not be permitted by law, the Seller
shall immediately, but in no event later than 10 days after such
event, make a deposit in the Collection Account (for allocation as a
Principal Receivable pursuant to Article IV) in immediately available
funds in an amount equal to the amount by which the Seller Interest
(as determined above) would be reduced below zero. The portion of
such deposit allocated to Investor Certificates of each Series shall
be distributed to the Investor Certificateholders of each such Series
in the manner specified in Article IV, if applicable, on the related
Distribution Date in the Monthly Period following the Monthly Period
in which such deposit is made. Upon the reassignment to the Seller of
an Ineligible Receivable, the Trust shall automatically and without
further action be deemed to transfer, assign, set-over and otherwise
convey to the Seller, without recourse, representation or warranty,
all the right, title and interest of the Trust in and to such
Ineligible Receivable, all monies due or to become due with respect
thereto and all proceeds thereof and Insurance Proceeds relating
thereto, Recoveries and Interchange allocated to such Ineligible
Receivable pursuant to subsection 2.05(k). The Trustee shall execute
such documents and instruments of transfer or assignment and take
other actions as shall reasonably be requested by the Seller to
evidence the conveyance of such Ineligible Receivable
32
<PAGE>
pursuant to this subsection 2.04(d)(iii). In the event that on any day
within 60 days of the date of which the removal of an Ineligible
Receivable from the Trust pursuant to this Section 2.04 is effected,
the applicable representations and warranties shall be true and
correct in all material respects on such date, the Seller may, but
shall not be required to, direct the Servicer to include such
Receivable in the Trust by adding the portion of such Receivable which
is a Principal Receivable to the Principal Receivables in the Trust.
Upon addition of a Receivable to the Trust pursuant to this subsection
2.04(d)(iii), the Seller shall have been deemed to have made the
applicable representations and warranties in subsection 2.04(b) as of
the date of such addition, as if the Receivable had been created on
such date, and shall execute all such necessary documents and
instruments of transfer or assignment and take such other actions as
shall be necessary to effect and perfect the reconveyance of such
Receivable to the Trust. The obligation of the Seller set forth in
this subsection 2.04(d)(iii), or the automatic removal of such
Receivable from the Trust, as the case may be, shall constitute the
sole remedy respecting any breach of the representations and
warranties set forth in the above-referenced subsections with respect
to such Receivable available to Certificateholders or the Trustee
on behalf of Certificateholders.
(iv) For the purposes of subsections 2.04(d)(i) and
2.04(d)(ii) above, proceeds of a Receivable shall not be deemed to be
impaired hereunder solely because such proceeds are held by the
Servicer (if the Servicer is the Seller) for more than the applicable
period under Section 9-306(3) of the UCC as in effect in the State of
Delaware.
(e) Reassignment of Trust Portfolio. In the event of a breach of any
-------------------------------
of the representations and warranties set forth in subsection 2.04(a), either
the Trustee, or the Holders of Investor Certificates evidencing Undivided
Interests aggregating more than 50% of the Aggregate Investor Interest, by
notice then given in writing to the Seller (and to the Trustee and the Servicer,
if given by the Investor Certificateholders), may direct the Seller to accept
reassignment of an amount of Principal Receivables (as specified below) within
60 days of such notice, (or within such longer period as may be specified in
such notice but in no event later than 120 days), and the Seller shall be
obligated to accept reassignment of such Principal Receivables on a Distribution
Date specified by the Seller (such Distribution Date, the "Reassignment Date")
occurring within such applicable period on the terms and conditions set forth
below; provided, however, that no such reassignment shall be required to be made
-------- -------
if, at any time during such applicable period, the representations and
warranties contained in subsection 2.04(a) shall then be true and correct in
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all material respects. The Seller shall deposit on the Transfer Date (in New
York Clearing House, next day funds) for the Reassignment Date an amount equal
to the reassignment deposit amount for such Receivables in the Collection
Account or Series Account, as provided in the related Supplement, for
distribution to the Investor Certificateholders pursuant to Article XII. The
reassignment deposit amount with respect to each Series for such reassignment,
unless otherwise stated in the related Supplement, shall be equal to (i) the
Investor Interest of such Series at the end of the day on the last day of the
Monthly Period preceding the Reassignment Date on which the reassignment is
scheduled to be made, less the amount, if any, previously allocated for payment
of principal to such Certificateholders on the related Distribution Date in the
Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal
----
to all interest accrued but unpaid on the Investor Certificates of such Series
at the applicable Certificate Rate for the related Interest Accrual Period
through the last day of such Interest Accrual Period, less the amount, if any
previously allocated for payment of interest to the Certificateholders of such
Series on the related Distribution Date in the Monthly Period in which the
Reassignment Date occurs. The reassignment deposit amount with respect to each
Series shall be deposited in the Collection Account or any Series Account, as
provided in the related Supplement, for distribution to the Investor
Certificateholders of such Series pursuant to Section 12.03. Payment of the
reassignment deposit amount with respect to each Series, and all other amounts
in the Collection Account or the applicable Series Account in respect of the
preceding Monthly Period shall be considered a prepayment in full of the
Receivables represented by the Investor Certificates. On the Distribution Date
following the Transfer Date on which such amount has been deposited in full into
the Collection Account or the applicable Series Account, the Receivables and all
monies due or to become due with respect thereto and all proceeds of the
Receivables and Insurance Proceeds relating thereto, Recoveries and Interchange
allocated to the Receivables pursuant to subsection 2.05(k) shall be released to
the Seller, or its designee or assignee, and the Trustee shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, representation or warranty, as shall be reasonably requested by the
Seller to vest in the Seller, or its designee or assignee, all right, title and
interest of the Trust in and to the Receivables, all monies due or to become due
with respect thereto and all proceeds of the Receivables and Insurance Proceeds
and Recoveries relating thereto and Interchange allocable to the Trust with
respect to such Receivables. If the Trustee or the Investor Certificateholders
give notice directing the Seller to accept reassignment as provided above, the
obligation of the Seller to accept reassignment of the Receivables and pay the
reassignment deposit amount pursuant to this subsection 2.04(e) shall constitute
the sole remedy respecting a breach of the representations and warranties
contained in subsection 2.04(a) available to the Investor Certificateholders or
the Trustee on behalf of the Investor Certificateholders.
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(f) Reassignment of Receivables in Additional Accounts. In the event
--------------------------------------------------
of a breach of any of the representations and warranties set forth in
subsections 6(a) or 6(e) of any Assignment of Receivables in Additional Accounts
or Automatic Additional Accounts, in the form attached hereto as Exhibit B (each
such assignment, an "Assignment of Additional Receivables"), either the Trustee
or the Holders of Investor Certificates evidencing Undivided Interests
aggregating more than 50% of the Aggregate Investor Interest, by notice then
given in writing to the Seller (and to the Trustee and the Servicer, if given by
the Investor Certificateholders), may direct the Seller to remove from the Trust
each Receivable then existing in an Account, the Receivables of which were
conveyed to the Trust pursuant to such Assignment of Additional Receivables, on
the terms and conditions set forth herein, on or prior to the first Distribution
Date next succeeding 60 days after such notice, and the Seller shall be
obligated to remove such Receivables on a Distribution Date occurring within
such applicable period on the terms and conditions set forth below; provided,
--------
however, that no such reassignment shall be required to be made if, at any time
- -------
during such applicable period the representations and warranties contained in
subsections 6(a) or 6(e), as the case may be, of such Assignment of Additional
Receivables shall then be true and correct in all material respects. When the
provisions of the preceding sentence require removal of a Receivable, the Seller
shall accept reassignment of the portion of such Receivable that is a Principal
Receivable by (i) directing the Servicer to deduct the portion of such
Receivable that is a Principal Receivable of each such Ineligible Receivable
from the aggregate amount of Principal Receivables in the Trust and to decrease
the Seller Interest by such amount and (ii) depositing into the Collection
Account an amount equal to the Finance Charge Receivables collected through the
date of such removal; provided, however, that if the exclusion of any Receivable
-------- --------
from the calculation of the Seller Interest (determined without regard to any
"Excess Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement for any Series) would cause the Seller Interest as so calculated
to be less than zero or would otherwise not be permitted by law, such Receivable
shall not be automatically removed from the Trust, but shall be removed from the
Trust only upon the making of the deposit to the Collection Account referred to
in the second following sentence. On and after the date of such removal, each
such Receivable shall be deducted from the aggregate amount of Principal
Receivables used in the calculation of any Investor Percentage, the Seller
Percentage or the Seller Interest; provided, however, that for the purposes of
-------- -------
subsection 2.06(a) and the calculation of the Seller Interest, each Ineligible
Receivable shall, notwithstanding the proviso to the immediately preceding
sentence, be deemed to have been automatically removed from the Trust. In the
event that the exclusion of such Receivable from the calculation of the Seller
Interest would cause the Seller Interest (determined without regard to any
"Excess Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) to be reduced below zero, or would
otherwise not be permitted by law,
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<PAGE>
the Seller shall immediately, but in no event later than 10 days after such
event, make a deposit in the Collection Account (for allocation as a Principal
Receivable pursuant to Article IV) in immediately available funds in an amount
equal to the amount by which the Seller Interest (as determined above) would be
reduced below zero. The portion of such deposit allocated to Investor
Certificates of each Series shall be distributed to the Investor
Certificateholders of each such Series in the manner specified in Article IV, if
applicable, on the related Distribution Date in the Monthly Period following the
Monthly Period in which such deposit is made. Upon the reassignment to the
Seller of any such Receivable, the Trust shall automatically and without further
action be deemed to transfer, assign, set-over and otherwise convey to the
Seller, without recourse, representation or warranty, all the right, title and
interest of the Trust in and to such Ineligible Receivable, all monies due or to
become due with respect thereto and all proceeds thereof and Insurance Proceeds
relating thereto, Recoveries and Interchange allocated to such Ineligible
Receivable pursuant to subsection 2.05(k). The Trustee shall execute such
documents and instruments of transfer or assignment and take such other actions
as shall reasonably be requested by the Seller to evidence the conveyance of
such Ineligible Receivable pursuant to this subsection 2.04(f).
If the Trustee or the Investor Certificateholders give notice
directing the Seller to accept reassignment as provided above, the obligation of
the Seller to accept reassignment of the Receivables and pay the reassignment
deposit amount pursuant to this subsection 2.04(f) shall constitute the sole
remedy respecting a breach of the representations and warranties contained in
subsections 6(a) or 6(e) of any Assignment of Receivables in Additional Accounts
or Automatic Additional Accounts available to the Investor Certificateholders or
the Trustee on behalf of the Investor Certificateholders.
Section 2.05 Covenants of the Seller. The Seller hereby covenants that:
-----------------------
(a) Receivables to be Accounts. The Seller will take no action to
--------------------------
cause any Receivable to be evidenced by any instrument (as defined in the UCC as
in effect in the State of Delaware) except in connection with the enforcement or
collection of an Account in which event such Receivables shall be an Ineligible
Receivable subject to repurchase in accordance with Section 2.04(d)(ii). Each
Receivable shall be payable pursuant to a contract which does not create a Lien
on any goods purchased there under. The Seller will take no action to cause any
Receivable to be anything other than an "account" (as defined in the UCC as in
effect in the State of Delaware).
(b) Security Interests. Except for the conveyances hereunder, the
------------------
Seller will not sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien on any Receivable, whether now
existing or hereafter
36
<PAGE>
created, or any interest therein; the Seller will immediately notify the Trustee
of the existence of any Lien on any Receivable; and the Seller shall defend the
right, title and interest of the Trust in, to and under the Receivables, whether
now existing or hereafter created, against all claims of third parties claiming
through or under the Seller; provided, however, that nothing in this subsection
-------- -------
2.05(b) shall prevent or be deemed to prohibit the Seller from suffering to
exist upon any of the Receivables any Liens for municipal or other local taxes
if such taxes shall not at the time be due and payable or if the Seller shall
currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto.
(c) Periodic Finance Charges and Other Fees. The Seller hereby agrees
---------------------------------------
that, except as otherwise required by any Requirement of Law, or as is deemed by
the Seller to be necessary in order for the Seller to maintain its credit card
business, based upon a good faith assessment by the Seller, in its sole
discretion, of the nature of the competition in the credit card business, it
shall not at any time reduce the Periodic Finance Charges assessed on any
Receivable or other fees on any Account if, as a result of such reduction, the
Seller's reasonable expectation of the Portfolio Yield as of such date would be
less than the weighted average of the base rates for all Series; provided,
--------
however, that the Seller shall not, unless required by any Requirement of Law,
- -------
reduce such Periodic Finance Charges if its reasonable expectation is that the
Portfolio Yield would be less than the highest Certificate Rate with respect to
any Series then issued and outstanding.
(d) Credit Card Agreements and Account Guidelines. The Seller shall
---------------------------------------------
comply with and perform its obligations under the Credit Card Agreements
relating to the Accounts and the Account Guidelines and all applicable rules and
regulations of VISA USA, Inc. and MasterCard International Incorporated except
insofar as any failure so to comply or perform would not materially and
adversely affect the rights of the Trust or the Certificateholders hereunder or
under the Certificates. The Seller may change the terms and provisions of the
Credit Card Agreements or the Account Guidelines in any respect (including,
without limitation, the reduction of the required minimum monthly payment, the
calculation of the amount, or the timing, of charge offs and the Periodic
Finance Charges and other fees to be assessed thereon) with respect to the
Accounts only if such change is made applicable to the comparable segment of the
consumer revolving credit card accounts (or consumer revolving accounts) owned
and serviced by the Seller which have characteristics the same as, or
substantially similar to, the Accounts which are the subject of such change;
provided, however, that the Seller will not increase the timing of charge offs
- -------- --------
beyond the time which the Seller deems to be necessary to maintain its credit
card business, based upon a good faith assessment of the Seller, in its sole
discretion, of the nature of the competition of the credit card business
(provided, further, that accounts purchased by the Seller from other credit card
-------- -------
37
<PAGE>
issuers, or other consumer revolving credit accounts, shall not be considered to
be a comparable segment of revolving credit card accounts for the purposes of
this subsection 2.05(d) until such time as any of the accounts purchased by the
Seller from such issuer or consumer revolving credit accounts, as the case may
be, become Accounts pursuant to the provisions of Section 2.06), except as
otherwise restricted by the terms of the Credit Card Agreements.
(e) Account Allocations.
-------------------
(i) In the event that the Seller is unable for any reason to
transfer Receivables to the Trust in accordance with the provisions of
this Agreement (including, without limitation, by reason of the
application of the provisions of Section 9.02 or an order by any
federal or state governmental agency having regulatory authority over
the Seller or any court of competent jurisdiction that the Seller not
transfer any additional Principal Receivables to the Trust) then, in
any such event, (A) the Seller agrees to allocate and pay to the
Trust, after the date of such inability, all Collections with respect
to Principal Receivables, and all amounts which would have constituted
Collections with respect to Principal Receivables but for the Seller's
inability to transfer such Receivables (up to an amount equal to the
Aggregate Principal Receivables in the Trust on such date); (B) the
Seller agrees to have such amounts applied as Collections in
accordance with Article IV; and (C) for only so long as all
Collections and all amounts which would have constituted Collections
are allocated and applied in accordance with clauses (A) and (B)
above, Principal Receivables (and all amounts which would have
constituted Principal Receivables but for the Seller's inability to
transfer Receivables to the Trust) which are written off as
uncollectible in accordance with this Agreement shall continue to be
allocated in accordance with Article IV, and all amounts which would
have constituted Principal Receivables but for the Seller's inability
to transfer Receivables to the Trust shall be deemed to be Principal
Receivables for the purpose of calculating (i) the applicable Investor
Percentage with respect to any Series and (ii) the Aggregate Investor
Percentage thereunder. If the Seller is unable pursuant to any
Requirement of Law to allocate Collections as described above, the
Seller agrees that, solely for purposes of payments under this
Agreement, it shall in any such event allocate, after the occurrence
of such event, payments on each Account with respect to the principal
balance of such Account first to the oldest principal balance of such
Account (it being understood that the foregoing allocation does not
affect, with respect to any Obligor, the priority of application of
cardholder payments provided for in the related Credit Card
Agreement(s)) and to have such payments applied as Collections in
accordance with
38
<PAGE>
Article IV. The parties hereto agree that Finance Charge Receivables,
whenever created, accrued in respect of Principal Receivables which
have been conveyed to the Trust, or which would have been conveyed to
the Trust but for the above described inability to transfer such
Receivables, shall continue to be a part of the Trust notwithstanding
any cessation of the transfer of additional Principal Receivables to
the Trust and Collections with respect thereto shall continue to be
allocated and paid in accordance with Article IV.
(ii) In the event that, pursuant to subsection 2.04(d), the
Seller accepts reassignment of an Ineligible Receivable as a result
of a breach of the representations and warranties in subsection
2.04(b) relating to such Receivable, then, in any such event, the
Seller agrees to account for payments received with respect to such
Ineligible Receivable separately from its accounting for Collections
on Principal Receivables retained by the Trust. If payments received
from or on behalf of an Obligor are not specifically applicable either
to an Ineligible Receivable of such Obligor reassigned to the Seller
or to the Receivables of such Obligor retained in the Trust, then the
Seller agrees to allocate payments proportionately based on the total
amount of Principal Receivables of such Obligor retained in the Trust
and the total amount owing by such Obligor on any Ineligible
Receivables reassigned to the Seller, and the portion allocable to any
Principal Receivables retained in the Trust shall be treated as
Collections and deposited in accordance with the provisions of Article
IV.
(f) Delivery of Collections or Recoveries. The Seller agrees to pay
-------------------------------------
to the Servicer all payments received by the Seller in respect of the
Receivables as soon as practicable after receipt thereof by the Seller, but in
no event later than the second Business Day after the Date of Processing of such
payment.
(g) Conveyance of Accounts. The Seller covenants and agrees that it
----------------------
will not convey, assign, exchange or otherwise transfer the Accounts to any
Person prior to the termination of this Agreement pursuant to Article XII;
provided, however, that the Seller shall not be prohibited hereby from
- -------- -------
conveying, assigning, exchanging or otherwise transferring the Accounts in
connection with a transaction complying with the provisions of Section 7.02.
(h) Notice of Liens. The Seller shall notify the Trustee promptly
---------------
after becoming aware of any Lien on any Receivable other than the conveyances
hereunder and Liens permitted under subsection 2.05(b) hereof.
(i) Status of Accounts and Receivables. The Seller agrees to comply
----------------------------------
in all respects with all Requirements of Law
39
<PAGE>
applicable to the Seller, the failure to comply with which would have a material
adverse effect on the Investor Certificateholders.
(j) VISA USA and MasterCard International. The Seller shall use its
-------------------------------------
best efforts to remain, either directly or indirectly, a member in good standing
of both the VISA USA, Inc. and the MasterCard International Incorporated
systems.
(k) Interchange and Various Fees. On or prior to each Determination
----------------------------
Date, the Seller shall notify the Servicer of the amounts of Interchange, Late
Fees, Returned Check Fees and Miscellaneous Fees and Charges to be included as
Collections of Finance Charge Receivables with respect to the preceding Monthly
Period. Until the date specified by the Servicer in an Officer's Certificate
delivered to the Trustee as a date after which the Servicer can compute the
actual amount of Collections of such fees and charges, such amounts shall be
deemed to be equal to:
(i) with respect to Interchange, the product of (y) the
amount of Interchange paid or payable to the Seller with respect to the
preceding Monthly Period, and (z) a fraction, the numerator of which is the
total amount of purchases of merchandise and services relating to the Accounts
made during such Monthly Period and the denominator of which is the total amount
of purchases of merchandise and services relating to all MasterCard and VISA
accounts owned by the Seller with respect to such Monthly Period; and
(ii) with respect to Late Fees, Returned Check Fees and
Miscellaneous Fees and Charges, the product of (x) a fraction, the numerator of
which is the amount of Collections of Periodic Finance Charges and Annual
Membership Fees with respect to such Monthly Period, and the denominator of
which is the amount of Periodic Finance Charges and Annual Membership Fees
billed as of the opening of each Billing Cycle ending in such Monthly Period and
(y) the amount of Late Fees, Returned Check Fees or Miscellaneous Fees and
Charges, as the case may be, billed as of the opening of each Billing Cycle
ending in such Monthly Period.
On each Transfer Date, the Seller shall pay to the Servicer and the Servicer
shall deposit into the Collection Account, for allocation as Collections of
Finance Charge Receivables in the manner provided in Article IV (in immediately
available funds) the amounts of Interchange, Late Fees, Returned Check Fees and
Miscellaneous Fees and Charges to be so included as Collections of Finance
Charge Receivables with respect to the preceding Monthly Period.
Section 2.06 Addition of Accounts.
--------------------
(a) (i) If, during any period of thirty consecutive days, 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), averaged over
that period, is less
40
<PAGE>
than 7% (or such higher percentage as may be specified in any Supplement, such
percentage the "Minimum Seller Interest") of the average of the Aggregate
Principal Receivables, computed as provided in clause (d) below, for such 30-day
period, the Seller shall designate Eligible Additional Accounts ("Additional
Accounts") to be included as Accounts in a sufficient amount such that the
average of the Seller Interest (determined as aforesaid) for such 30-day period
as a percent of the Aggregate Principal Receivables for such 30-day period,
computed by assuming that the amount of the Aggregate Principal Receivables of
such Additional Accounts shall be deemed to be outstanding in the Trust during
each day of such 30-day period, is at least equal to the Minimum 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) or (ii) if, on any date of
determination, the Aggregate Principal Receivables are less than the Minimum
Aggregate Principal Receivables, computed as provided in clause (d) below, the
Seller shall designate Additional Accounts to be included as Accounts such that
the Aggregate Principal Receivables computed by assuming that the amount of
Aggregate Principal Receivables of such Additional Accounts shall be deemed to
be outstanding in the Trust, will be equal to or greater than the Minimum
Aggregate Principal Receivables computed as provided in clause (d) below. On
any day, 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)
averaged over the preceding 30-day period, shall equal a fraction, the numerator
of which is equal to the sum of the respective Seller Interests (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) determined as of the end of each Business
Day during such 30-day period and the denominator of which is the total number
of Business Days during such 30-day period. Receivables from such Additional
Accounts shall be transferred to the Trust on or before the tenth Business Day
following such thirty-day period (the "Addition Date").
(b) In addition to its obligation under subsection 2.06(a), the
Seller may, but shall not be obligated to, (i) designate from time to time
Additional Accounts of the Seller to be included as Accounts; provided, however,
-------- -------
that the Seller shall not make more than one such designation in any Monthly
Period and (ii) on each Automatic Addition Date, designate as Automatic
Additional Accounts, all Eligible Automatic Additional Accounts originated by
the Seller during the period occurring from the Automatic Additional Cut Off
Date with respect to the previous Automatic Addition Date (or, in the case of
the first Automatic Addition Date, since the Cut Off Date) until the Automatic
Additional Cut Off Date with respect to the current Automatic Addition Date
(excluding the Eligible Automatic Additional Accounts, if any, which were
included as Accounts pursuant to subsection 2.06(a) or
41
<PAGE>
2.06(b)(i) since the previous Automatic Addition Cut Off Date (or, in the case
of the first Automatic Addition Date, since the Cut Off Date)), to be included
as Accounts on such Automatic Addition Date; provided however that if the number
of Eligible Automatic Additional Accounts originated during such period
(excluding, except as provided in the immediately following proviso, the
Automatic Additional Accounts, if any, which were included as Accounts pursuant
to subsections 2.06(a) or 2.06(b)(i) since the previous Automatic Addition Cut
off Date (or, in the case of the first Automatic Addition Date, since the Cut
Off Date); provided that if the number of Accounts so included pursuant to
subsection 2.06(a) exceeded the product of 10% and the number of Accounts
determined as of such Automatic Additional Cut Off Date, then the number of such
Accounts in excess of such product shall not be so excluded) exceeds the Maximum
Addition Amount for such Automatic Addition Cut Off Date, the Seller shall not
designate all of the Eligible Automatic Additional Accounts originated during
the period referred to in clause (ii) to be included as Accounts on such
Automatic Addition Date, but shall designate a number of Automatic Additional
Accounts equal to the Maximum Addition Amount for such Automatic Addition Date,
to be included as Accounts on such Automatic Addition Date, and which shall be
selected by first including Eligible Automatic Additional Accounts which were
originated on the Automatic Addition Cut Off Date with regard to the previous
Automatic Addition Date, and then by selecting Eligible Automatic Additional
Accounts which were originated on each day thereafter, until the number so
selected equals the Maximum Addition Amount. The Seller shall make no more than
one designation pursuant to subsection 2.06(b)(ii) in any Monthly Period.
(c) The Seller agrees that any such transfers of Receivables from
Additional Accounts or Automatic Additional Accounts, as the case may be, under
subsection 2.06(a), 2.06(b)(i) or 2.06(b)(ii) shall satisfy the following
conditions:
(i) on or before (A) the twentieth Business Day prior to
the Addition Date for Additional Accounts to be included as Accounts
pursuant to subsection 2.06(b)(i) or (B) the fifth Business Day prior
to the Addition Date for Additional Accounts to be included as
Accounts pursuant to subsection 2.06(a) (the "Addition Notice Date"),
the Seller shall give the Trustee, the Rating Agency, and the Servicer
written notice that such Additional Accounts will be included and
specifying the approximate aggregate amount of the Receivables to be
transferred;
(ii) on or before the Addition Date or the Automatic
Addition Date, as the case may be, the Seller shall have delivered to
the Trustee a written assignment (including an acceptance by the
Trustee on behalf of the Trust for the benefit of the Investor
Certificateholders) in substantially the form of Exhibit B (the
"Assignment")
42
<PAGE>
and the Seller shall have indicated in its computer files that the
Receivables created in connection with the Additional Accounts or
Automatic Additional Accounts, as the case may be, have been
transferred to the Trust and, within five Business Days thereafter,
the Seller shall have delivered to the Trustee a computer file or
microfiche list containing a true and complete list of all Additional
Accounts or Automatic Additional Accounts, as the case may be,
identified by account number, which computer file or microfiche list
shall be as of the date of such Assignment incorporated into and made
a part of such Assignment and this Agreement;
(iii) the Seller shall represent and warrant that (x) (A)
each Additional Account is, as of the related Selection Date, an
Eligible Additional Account or (B) each Automatic Additional Account
is, as of the end of the related Selection Date, an Eligible Automatic
Additional Account, as the case may be, (y) no selection procedures
believed by the Seller to be materially adverse to the interests of
the Investor Certificateholders were utilized in selecting the
Additional Accounts from the available Eligible Additional Accounts or
Eligible Automatic Additional Accounts, as the case may be (provided,
--------
however that the selection of Eligible Automatic Additional Accounts
-------
made in the manner provided in subsection 2.06(b)(ii), shall for such
purposes be deemed not to be adverse), and (z) as of the Addition Date
or the Automatic Addition Date, as the case may be, the Seller is not
insolvent;
(iv) the Seller shall represent and warrant that, as of
the Addition Date or the Automatic Addition Date, as the case may be,
the Assignment constitutes either (x) a valid transfer and assignment
to the Trust of all right, title and interest of the Seller in and to
(A) the Receivables then existing and thereafter created in the
Additional Accounts or the Automatic Additional Accounts, as the case
may be, (B) all monies due or to become due with respect thereto
(including all Finance Charge Receivables), (C) all proceeds of such
Receivables (as defined in the UCC as in effect in the State of
Delaware), (C) all proceeds of such Receivables, (D) Insurance
Proceeds relating to such Receivables, (E) Recoveries relating to such
Receivables and (F) Interchange allocated to the Trust pursuant to
subsection 2.05(k) and proceeds thereof, and such Receivables and all
proceeds thereof and Insurance Proceeds relating thereto, Recoveries
and Interchange allocated to the Trust pursuant to subsection 2.05(k)
will be held by the Trust free and clear of any Lien of any Person
claiming through or under the Seller or any of its Affiliates, except
for (i) Liens permitted under subsection 2.05(b) and subject to
Section 9-306 of the UCC as in effect in
43
<PAGE>
the States of New York or Delaware, whichever is applicable, (ii) the
interest of the Seller as Holder of the Exchangeable Seller
Certificate and (iii) the Seller's right to receive interest accruing
on, and Investment earnings in respect of, the Collection Account, the
Retention Account or any Series Account as provided in this Agreement
and any related Supplement or (y) a grant of a security interest (as
defined in the UCC as in effect in the State of Delaware) in such
property to the Trust, which is enforceable with respect to then
existing Receivables of the Additional Accounts or Automatic
Additional Accounts, as the case may be, the proceeds (as defined in
the UCC as in effect in the State of Delaware) thereof and Insurance
Proceeds relating thereto, Recoveries and Interchange allocated to the
Trust pursuant to subsection 2.05(k) upon the conveyance of such
Receivables to the Trust, and which will be enforceable with respect
to the Receivables thereafter created in respect of Additional
Accounts or Automatic Additional Accounts conveyed on such Addition
Date or Automatic Addition Date, as the case may be, the proceeds (as
defined in the UCC as in effect in the State of Delaware) thereof and
Insurance Proceeds relating thereto, Recoveries and Interchange
allocated to the Trust pursuant to subsection 2.05(k) upon such
creation; and (z) if the Assignment constitutes the grant of a
security interest to the Trust in such property, upon the filing of a
financing statement as described in Section 2.01 with respect to such
Additional Accounts or Automatic Additional Accounts, as the case may
be, and, in the case of the Receivables thereafter created in such
Additional Accounts or Automatic Additional Accounts and the proceeds
(as defined in the UCC as in effect in the State of Delaware) thereof,
Insurance Proceeds relating to such Receivables, Recoveries and
Interchange allocated to the Trust pursuant to subsection 2.05(k),
upon such creation, the Trust shall have a first priority perfected
security interest in such property, except for Liens permitted under
subsection 2.05(b) and subject to Section 9-306 of the UCC as in
effect in the States of New York or Delaware, whichever is applicable;
(v) the Seller shall deliver a certificate of a Vice
President or more senior officer to the Trustee confirming the items
set forth in paragraph (ii) above;
(vi) the Seller shall deliver an Opinion of Counsel with
respect to the Receivables in the Additional Accounts or Automatic
Additional Accounts, as the case may be, to the Trustee substantially
in the form of Exhibit F;
(vii) on or before each Automatic Addition Date, the Seller
shall give the Trustee notice that Automatic
44
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Additional Accounts are to be included on the Automatic Addition Date
as Accounts and specifying the Automatic Addition Cut Off Date and the
Automatic Addition Date for such Automatic Additional Accounts;
provided, however, that on or before the date which is 2 days prior to
-------- -------
any Automatic Addition Date, the Seller may provide the Trustee with
written notice that no Automatic Additional Accounts will be included
as Accounts on such Automatic Addition Date. Upon providing such
notice to the Trustee, the Seller shall no longer be obligated to add
Automatic Additional Accounts on such Automatic Addition Date;
(viii) on or before the second Business Day immediately
following such Addition Date, the Seller shall deposit into the
Collection Account an amount equal to, with respect to Receivables in
the Additional Accounts or Automatic Additional Accounts, as the case
may be, the Collections of Finance Charge Receivables and Principal
Receivables processed on each Date of Processing from and including
the first Date of Processing in the Monthly Period in which the
Addition Date or Automatic Addition Date, as the case may be, occurs,
through and including the Date of Processing immediately preceding the
Addition Date or the Automatic Addition Date; and
(ix) (a) the Seller shall not have received notice from
Standard & Poor's that the inclusion of Additional Accounts (i)
pursuant to subsection 2.06(b)(i), (ii) if the Receivables of such
Additional Accounts relate to accounts purchased by the Seller from
other credit card issuers, pursuant to subsection 2.06(a), or (iii) if
the sum of (q) the number of Additional Accounts to be designated
pursuant to such Assignment and (r) the number of Additional Accounts
or Automatic Additional Accounts designated during the preceding
twelve months, is greater than the product of (x) 20% and (y) the
number of Accounts as of the first day of the twelfth preceding
Monthly Period, pursuant to subsection 2.06(a) will result in the
reduction or withdrawal of its then existing rating of any Series of
Certificates then issued and outstanding and (b) the Seller shall have
received notice from Moody's and Fitch that the inclusion of
Additional Accounts pursuant to subsection 2.06(b)(i) will not result
in the reduction or withdrawal of its then-existing rating of any
Series of Certificates then issued and outstanding.
Section 2.07 Removal of Accounts.
-------------------
(a) If on any Determination Date the Seller Interest (determined
without regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or
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such other amounts specified in the Supplement with respect to any Series)
exceeds 10% of the Aggregate Principal Receivables at the end of the day
immediately prior to such date of determination, the Seller may, but shall not
be obligated to, designate Receivables from Accounts for deletion and removal
("Removed Accounts") from the Trust; provided, however, that the Seller shall
-------- -------
not make more than one such designation in any Monthly Period. On or before the
fifth Business Day (the "Removal Notice Date") prior to the date on which the
designated Removed Accounts will be reassigned by the Trustee to the Seller (the
"Removal Date"), the Seller shall give the Trustee and the Servicer written
notice that the Receivables from such Removed Accounts are to be reassigned to
the Seller and specifying the approximate aggregate amount of the Receivables to
be reassigned.
(b) The Seller shall be permitted to designate and require
reassignment to it of the Receivables from Removed Account, only upon
satisfaction of the following conditions:
(i) [reserved];
(ii) [reserved];
(iii) the removal of any Receivables of any Removed
Accounts on any Removal Date shall not, in the reasonable belief of
the Seller, (a) cause a Pay Out Event to occur; provided, however,
-------- -------
that for the purposes of this subsection 2.07(b)(iii), the Receivables
of each Removed Account shall be considered to have been removed as of
the Removal Date, (b) cause 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) as a percentage of
Aggregate Principal Receivables to be less than 10% on such Removal
Date or (c) result in the failure to make any payment specified in the
related Supplement with respect to any Series;
(iv) on or prior to the Removal Date, the Seller shall have
delivered to the Trustee for execution a written assignment in
substantially the form of Exhibit I (the "Reassignment") and, within
five Business Days thereafter, the Seller shall have delivered to the
Trustee a computer file or microfiche list containing a true and
complete list of all Removed Accounts identified by account number and
the aggregate amount of the Receivables in such Removed Accounts as of
the Removal Date, which computer file or microfiche list shall as of
the Removal Date modify and amend and be made a part of this
Agreement;
(v) the Seller shall represent and warrant that no
selection procedures believed by the Seller to be
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materially adverse to the interests of the Investor Certificateholders
were utilized in selecting the Removed Accounts to be removed from the
Trust;
(vi) the Seller shall have delivered to the Trustee an
Officer's Certificate confirming the items set forth in clauses (iii),
(iv), (v) above and (vii) and (viii) below. The Trustee may
conclusively rely on such Officer's Certificate, shall have no duty to
make inquiries with regard to the matters set forth therein and shall
incur no liability in so relying; and
(vii) on or before the twentieth Business Day prior to the
Removal Date the Rating Agency shall have received notice of such
proposed removal of Accounts; and
(viii) the Seller shall have received notice from the
Rating Agency that such proposed removal of Accounts will not result
in the reduction or withdrawal of its then-existing rating of any
Series of Certificates then issued and outstanding; and
(ix) the Seller shall have received an Opinion of Counsel
that the proposed removal shall not adversely affect the federal
income tax characterization of the Trust.
Upon satisfaction of the above conditions, the Trustee shall execute
and deliver the Reassignment to the Seller, and the Receivables from the Removed
Accounts shall no longer constitute a part of the Trust.
Section 2.08 Authentication of Certificates. Pursuant to the
------------------------------
request of the Seller, the Trustee shall cause the Certificates in authorized
denominations evidencing the entire ownership of the Trust to be duly
authenticated and delivered to or upon the order of the Seller pursuant to
Section 6.02.
[End of Article II]
47
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ARTICLE III
ADMINISTRATION AND SERVICING
OF RECEIVABLES
Section 3.01 Acceptance of Appointment and Other Matters Relating to
-------------------------------------------------------
the Servicer.
- ------------
(a) The Seller agrees to act as the Servicer under this Agreement.
The Investor Certificateholders by their acceptance of the Certificates consent
to the Seller acting as Servicer.
(b) The Servicer shall service and administer the Receivables and
shall collect payments due under the Receivables in accordance with its
customary and usual servicing procedures for servicing credit card receivables
comparable to the Receivables and in accordance with the Account Guidelines and
shall have full power and authority, acting alone or through any party properly
designated by it hereunder, to do any and all things in connection with such
servicing and administration which it may deem necessary or desirable. Without
limiting the generality of the foregoing and subject to Section 10.01, the
Servicer is hereby authorized and empowered (i) to make withdrawals from the
Collection Account, as set forth in this Agreement, (ii) unless such power and
authority is revoked by the Trustee on account of the occurrence of a Servicer
Default pursuant to Section 10.01, to make withdrawals and payments, or to
instruct the Trustee to make withdrawals and payments, from the Retention
Account and any Series Account, in accordance with such instructions as set
forth in this Agreement, (iii) unless such power and authority is revoked by the
Trustee on account of the occurrence of a Servicer Default pursuant to Section
10.01, to instruct the Trustee in writing, as set forth in this Agreement, (iv)
to execute and deliver, on behalf of the Trust for the benefit of the
Certificateholders, any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments,
with respect to the Receivables and, after the delinquency of any Receivable and
to the extent permitted under and in compliance with applicable law and
regulations, to commence enforcement proceedings with respect to such
Receivables and (v) to make any filings, reports, notices, applications,
registrations with, and to seek any consents or authorizations from the
Securities and Exchange Commission and any state securities authority on behalf
of the Trust as may be necessary or advisable to comply with any federal or
state securities or reporting requirements laws. The Trustee agrees that it
shall promptly follow the instructions of the Servicer to withdraw funds from
the Collection Account, the Retention Account or any Series Account and to take
any action required under any Enhancement at such time as required under this
Agreement. The Trustee shall furnish the Servicer with any documents necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.
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(c) In the event that the Seller is unable for any reason to transfer
Receivables to the Trust in accordance with the provisions of this Agreement
(including, without limitation, by reason of the application of the provisions
of Section 9.02 or the order of any federal governmental agency having
regulatory authority over the Seller or any court of competent jurisdiction that
the Seller not transfer any additional Principal Receivables to the Trust) then,
in any such event, (A) the Servicer agrees to allocate, after such date, all
Collections with respect to Principal Receivables, and all amounts which would
have constituted Collections with respect to Principal Receivables but for the
Seller's inability to transfer such Receivables (up to an aggregate amount equal
to the Aggregate Principal Receivables in the Trust as of such date) in
accordance with subsection 2.05(e); (B) the Servicer agrees to apply such
amounts as Collections in accordance with Article IV, and (C) for only so long
as all Collections and all amounts which would have constituted Collections are
allocated and applied in accordance with clauses (A) and (B) above, Principal
Receivables and all amounts which would have constituted Principal Receivables
but for the Seller's inability to transfer Receivables to the Trust which are
written off as uncollectible in accordance with this Agreement shall continue to
be allocated in accordance with Article IV and all amounts which would have
constituted Principal Receivables but for the Seller's inability to transfer
Receivables to the Trust shall be deemed to be Principal Receivables for the
purpose of calculating the applicable Investor Percentage thereunder. If the
Servicer is unable pursuant to any Requirement of Law to allocate payments on
the Accounts as described above, the Servicer agrees that, solely for the
purposes of payments under this Agreement, it shall in any such event allocate,
after the occurrence of such event, payments on each Account with respect to the
principal balance of such Account first to the oldest principal balance of such
Account (it being understood that the foregoing allocation does not affect,
with respect to any Obligor, application of cardholder payments provided for in
the related Credit Card Agreement) and to have such payments applied as
Collections in accordance with Article IV. The parties hereto agree that
Finance Charge Receivables, whenever created, accrued in respect of Principal
Receivables which have been conveyed to the Trust, or which would have been
conveyed to the Trust but for the above described inability to transfer such
Receivables, shall continue to be a part of the Trust notwithstanding any
cessation of the transfer of additional Principal Receivables to the Trust and
Collections with respect thereto shall continue to be allocated and paid in
accordance with Article IV.
(d) In the event that, pursuant to subsection 2.04(d), the Seller
accepts reassignment of an Ineligible Receivable as a result of a breach of the
representations and warranties in subsection 2.04(b) relating to such
Receivable, then, in any such event, the Servicer agrees to account for payments
received with respect to such Ineligible Receivable separately from its
accounting for Collections on Principal Receivables retained by the Trust. If
payments received from or on behalf of an Obligor are
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<PAGE>
not specifically applicable either to an Ineligible Receivable of such Obligor
reassigned to the Seller or to Receivables of such Obligor retained in the
Trust, then the Servicer agrees to allocate payments proportionately based on
the total amount of Principal Receivables of such Obligor retained in the Trust
and the total amount owing by such Obligor on any Ineligible Receivables
purchased by the Seller, and the portion allocable to any Principal Receivables
retained in the Trust shall be treated as Collections and deposited in
accordance with the provisions of Article IV.
(e) The Servicer shall not be obligated to use servicing procedures,
offices, employees or accounts for servicing the Receivables which are separate
from the procedures, offices, employees and accounts used by the Servicer in
connection with servicing other credit card receivables.
(f) The Servicer shall maintain fidelity bond coverage insuring
against losses through wrongdoing of its officers and employees who are involved
in the servicing of credit card receivables covering such actions and in such
amounts as the Servicer believes to be reasonable from time to time.
Section 3.02 Servicing Compensation. As compensation for its
----------------------
servicing activities hereunder and reimbursement for its expenses as set forth
in the immediately following paragraph, the Servicer shall be entitled to
receive a monthly servicing fee in respect of any Monthly Period prior to the
termination of the Trust pursuant to Section 12.01 (with respect to each Monthly
Period, the "Monthly Servicing Fee"). The share of the Monthly Servicing Fee
allocable to each Series of Investor Certificateholders with respect to any
Monthly Period (or portion thereof) shall be payable on the related Transfer
Date and, with respect to each Series (unless otherwise provided in the related
Supplement), shall be equal to one-twelfth of the product of (A) the applicable
Series Servicing Fee Percentage per annum and (B) the Investor Interest of such
Series as of the last day of the Monthly Period preceding such Transfer Date
(the "Monthly Investor Servicing Fee") and shall be paid to the Servicer
pursuant to Article IV. The servicing fee payable by the Holder of the
Exchangeable Seller Certificate shall be equal to the product of one-twelfth of
the product of (A) 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 (B) the lesser of 2.15% and the smallest Series Servicing Fee
Percentage with respect to any Series of Investor Certificates then outstanding
(the "Monthly Seller Servicing Fee"). The Monthly Servicing Fee shall equal the
sum of (x) the aggregate amount of Monthly Investor Servicing Fees with respect
to each Series then outstanding and (y) the Monthly Seller Servicing Fee. The
Monthly Investor Servicing Fee with respect to any Series is payable in arrears
on the related Transfer Date (unless otherwise provided in the related
Supplement) and the Monthly Seller Servicing Fee is payable in arrears no later
than the last Transfer Date with respect to any Series occurring in a
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<PAGE>
Monthly Period. The Monthly Seller Servicing Fee and, unless otherwise provided
in a Supplement, each Investor Monthly Servicing Fee, shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.
The Servicer's expenses include the amounts due to the Trustee
pursuant to Section 11.05 and the reasonable fees and disbursements of
independent public accountants and all other expenses incurred by the Servicer
in connection with its activities hereunder; provided, that the Servicer shall
--------
not be liable for any liabilities, costs or expenses of the Trust, the Investor
Certificateholders or the Certificate Owners arising under any tax law,
including without limitation any federal, state or local income or franchise
taxes or any other tax imposed on or measured by income (or any interest or
penalties with respect thereto or arising from a failure to comply therewith).
The Servicer shall be required to pay such expenses for its own account and
shall not be entitled to any payment therefor other than the Monthly Servicing
Fee.
Section 3.03 Representations and Warranties of the Servicer.
----------------------------------------------
Chase USA, as initial Servicer, hereby makes, and any Successor Servicer by its
appointment hereunder shall make the following representations and warranties on
which the Trustee has relied in accepting the Receivables in trust and in
authenticating the Certificates issued on the Initial Closing Date:
(a) Organization and Good Standing. The Servicer is a Delaware
------------------------------
banking corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware or a national banking association duly
organized, validly existing and in good standing under the laws of the United
States of America, and has full corporate power, authority and legal right to
own its properties and conduct its credit card business as such properties are
presently owned and such business is presently conducted, and to execute,
deliver and perform its obligations under this Agreement.
(b) Due Qualification. The Servicer is not required to qualify nor
-----------------
register as a foreign corporation in any state in order to service the
Receivables as required by this Agreement and has obtained all licenses and
approvals necessary in order to so service the Receivables as required under
federal, Delaware and New York law. If the Servicer shall be required by any
Requirement of Law to so qualify or register or obtain such license or approval,
then it shall do so.
(c) Due Authorization. The execution, delivery, and performance of
-----------------
this Agreement have been duly authorized by the Servicer by all necessary
corporate action on the part of the Servicer and this Agreement will remain,
from the time of its execution, an official record of the Servicer.
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(d) Binding Obligation. This Agreement constitutes a legal, valid
------------------
and binding obligation of the Servicer, enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereinafter
in effect, affecting the enforcement of creditors' rights in general and the
rights of creditors of Delaware banking corporations or national banking
associations.
(e) No Violation. The execution and delivery of this Agreement by
------------
the Servicer, and the performance of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof applicable to the Servicer,
will not conflict with, violate, result in any breach of any of the material
terms and provisions of, or constitute (with or without notice or lapse of time
or both) a default under, any Requirement of Law applicable to the Servicer or
any indenture, contract, agreement, mortgage, deed of trust or other instrument
to which the Servicer is a party or by which it is bound.
(f) No Proceedings. There are no proceedings or investigations
--------------
pending or, to the best knowledge of the Servicer, threatened against the
Servicer before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, seeking any determination or ruling that, in the reasonable judgment
of the Servicer, would materially and adversely affect the performance by the
Servicer of its obligations under this Agreement, or seeking any determination
or ruling that would materially and adversely affect the validity or
enforceability of this Agreement.
(g) Compliance with Requirements of Law. The Servicer shall duly
-----------------------------------
satisfy all obligations on its part to be fulfilled under or in connection with
each Receivable and the related Account, will maintain in effect all
qualifications required under Requirements of Law in order to properly service
each Receivable and the related Account and will comply in all material respects
with all other Requirements of Law in connection with servicing each Receivable
and the related Account the failure to comply with which would have a material
adverse effect on the Certificateholders.
(h) Servicer's Deposit Accounts. As of the Initial Closing Date, or
---------------------------
the date of its appointment, in the case of a successor Servicer deposits in the
Servicer's deposit accounts were insured to the limits provided by law by BIF.
(i) All Consents Required. All approvals, authorizations, consents,
---------------------
orders or other actions of any Person or of any Governmental Authority or
official required in connection with the execution and delivery of this
Agreement, the performance
52
<PAGE>
of the transactions contemplated by this Agreement and the fulfillment of the
terms hereof, have been obtained.
(j) Status of Accounts and Receivables. The Servicer hereby agrees
----------------------------------
to comply in all material respects with all Requirements of Law applicable to
the Servicer the failure to comply with which would have a material adverse
effect on the Investor Certificateholders.
(k) No Rescission or Cancellation. The Servicer shall not permit any
-----------------------------
rescission or cancellation of any Receivable except in accordance with the
Account Guidelines or as ordered by a court of competent jurisdiction or other
Governmental Authority.
(l) Protection of Certificateholders' Rights. The Servicer shall
----------------------------------------
take no action which, nor omit to take any action the omission of which, would
impair the rights of Certificateholders in any Receivable or the related
Account, nor shall it reschedule, revise or defer payments due on any Receivable
except in accordance with the Account Guidelines.
(m) Receivables Not To Be Evidenced by Promissory Notes. The
---------------------------------------------------
Servicer will take no action to cause any Receivable to be evidenced by any
instrument (as defined in the UCC as in effect in the State of Delaware) except
in connection with its enforcement or collection of an Account, in which event
such Receivable shall be reassigned or assigned and transferred to the Servicer
as provided in the following paragraph.
In the event (x) any of the representations and warranties or
covenants of the Servicer contained in subsections (g), (k), (1) and (m) with
respect to any Receivable or the related Account is breached, and such breach
has a material adverse effect on the Certificateholders' interest in such
Receivable and is not cured within 60 days (or such longer period, not in excess
of 120 days, as may be agreed to by the Trustee) of the earlier to occur of the
discovery of such event by the Servicer, or receipt by the Servicer of written
notice of such event given by the Trustee, or (y) it is so provided in
subsection 3.03(m) with respect to any Receivable, all Receivables in the
Account or Accounts as to which such event relates shall be reassigned to the
Seller (if the Seller is the Servicer) or assigned and transferred (if the
Seller is not the Servicer) to the Servicer on the terms and conditions set
forth below.
If the Holder of the Exchangeable Seller Certificate is the Servicer,
such assignment or reassignment shall be accomplished in the manner set forth in
subsection 2.04(d)(iii) as if the reassigned or assigned Receivables were
Ineligible Receivables (including the requirement, if applicable to reduce the
Seller Interest, the Seller Percentage or the Investor Percentage and to make
deposits into the Collection Account) and any amounts deposited in the
Collection Account (for allocation as a Principal Receivable pursuant to Article
IV).
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If the Holder of the Exchangeable Seller Certificate is not the
Servicer, the Servicer shall effect such assignment and transfer by making a
deposit into the Collection Account for allocation pursuant to Article IV in
immediately available funds no later than the Transfer Date following the
Monthly Period in which such assignment and transfer obligation arises in an
amount equal to the amount of such Receivable.
Upon each such reassignment or assignment and transfer to the Servicer
of an Ineligible Receivable, the Trust shall automatically and without further
action be deemed to transfer, assign, set-over and otherwise convey to the
Servicer, without recourse, representation or warranty, all the right, title and
interest of the Trust in and to such Ineligible Receivable, all monies due or to
become due with respect thereto and all proceeds thereof and Insurance Proceeds
relating thereto, Recoveries and Interchange allocated to such Ineligible
Receivable pursuant to subsection 2.05(k). The Trustee shall execute such
documents and instruments of transfer or assignment and take other actions as
shall reasonably be requested by the Seller to evidence the conveyance of such
Ineligible Receivable pursuant to this subsection 3.03. Notwithstanding any
other provision of this Section 3.03, a reassignment of an Ineligible Receivable
to the Seller in excess of the amount that would cause the Seller Interest
(determined without regard to any "Excess Amounts", "Controlled Excess Amounts"
or such other amounts specified in the Supplement with respect to any Series) to
be a negative number shall not occur if the Seller fails to make any deposit
required by this Section 3.03 with respect to such Ineligible Receivable. The
obligation of the Servicer set forth in this subsection 3.03 to accept
reassignment or assignment and transfer of such Ineligible Receivable, as the
case may be, shall constitute the sole remedy respecting any breach of the
representations and warranties set forth in the above-referenced subsections
with respect to such Receivable available to Certificateholders or the Trustee
on behalf of Certificateholders.
Section 3.04 Reports and Records for the Trustee.
-----------------------------------
(a) Daily Reports. On each Business Day, the Servicer, with prior
-------------
notice, shall prepare and make available at the office of the Servicer for
inspection by the Trustee a record setting forth (i) the aggregate amount of
Collections processed by the Servicer on the preceding Business Day and (ii) the
Aggregate Receivables as of the close of business on the second preceding
Business Day and (iii) in the event Additional Accounts or Automatic Additional
Accounts were added during the Monthly Period immediately preceding the day such
Collections were processed, the aggregate amount of Principal Receivables in
such Additional Accounts or Automatic Additional Accounts. The Servicer shall
at all times maintain its computer files with respect to the Accounts in such a
manner so that the Accounts may be specifically identified and, upon prior
request of the Trustee, shall make
54
<PAGE>
available to the Trustee at the servicing center of the Servicer selected by the
Trustee on any Business Day during the Servicer's normal business hours any
computer programs necessary to make such identification.
(b) Monthly Servicer's Certificate. Unless otherwise stated in the
------------------------------
related Supplement with respect to any Series, on each Determination Date the
Servicer shall forward, as provided in Section 13.05, to the Trustee, the Paying
Agent and the Rating Agency, a certificate of a Servicing Officer in the form of
Exhibit C (which includes the Schedule thereto specified as such in each
Supplement) setting forth (i) the aggregate amount of Collections processed
during the preceding Monthly Period, (ii) the aggregate amount of the applicable
Investor Percentage of Collections of Principal Receivables processed by the
Servicer pursuant to Article IV during the preceding Monthly Period with respect
to each Series then outstanding, (iii) the aggregate amount of the applicable
Investor Percentage of Collections allocated to Finance Charge Receivables
processed by the Servicer pursuant to Article IV during the preceding Monthly
Period with respect to each Series then outstanding, (iv) the aggregate amount
of Receivables as of the end of the preceding Monthly Period, (v) the balance on
deposit in the Collection Account (or Collection Subaccount) or any Series
Account applicable to any Series then outstanding, as of the end of the last day
of the preceding Monthly Period, (vi) the aggregate amount, if any, of
withdrawals, drawings or payments under any Enhancement, if any, for each Series
then outstanding required to be made with respect to the previous Monthly Period
in the manner provided in the related Supplement, (vii) the statement required
by Article V in the form indicated in the Supplement for each Series then
outstanding, (viii) the sum of all amounts payable to the Certificateholders of
each Series on the succeeding Distribution Date with respect to each Series in
respect of certificate interest and certificate principal, (ix) the excess, if
any, of the Aggregate Principal Receivables over the Aggregate Principal
Receivables required to be maintained pursuant to this Agreement and any
Supplement as of such Determination Date, (x) whether, with respect to each
Series then outstanding, a Series Pay Out Event or a Trust Pay Out Event has
occurred or other similar event is deemed to have occurred and (xi) such other
matters as are set forth in Exhibit C.
(c) Transferred Accounts. The Servicer covenants and agrees hereby
--------------------
to deliver to the Trustee, within a reasonable time period after any Transferred
Account is created, but in any event not later than thirty (30) days after the
end of the Monthly Period within which the Transferred Account is created, a
notice specifying the new account number for any Transferred Account and the
replaced account number.
Section 3.05 Annual Servicer's Certificate. On or before March
-----------------------------
31 of each calendar year, beginning with March 31, 1992 the Servicer will
deliver, as provided in Section 13.05, to the Trustee, the Rating Agency and any
Certificate Owner, upon the
55
<PAGE>
written request of such Certificate Owner, an Officer's Certificate
substantially in the form of Exhibit D stating that (a) a review of the
activities of the Servicer during the twelve-month period ending on December 31
of such year, or for the initial period, from the Closing Date until December
31, 1991, and of its performance under this Agreement was made under the
supervision of the officer signing such certificate and (b) to the best of such
officer's knowledge, based on such review, the Servicer has fully performed all
its obligations under this Agreement throughout such period, or, if there has
been a default in the performance of any such obligation, specifying each such
default known to such officer and the nature and status thereof. A copy of such
certificate may be obtained by any Investor Certificateholder by a request in
writing to the Trustee addressed to the Corporate Trust Office.
Section 3.06 Annual Independent Accountants' Servicing Report.
------------------------------------------------
(a) On or before March 31 of each calendar year, beginning with March
31, 1992, the Servicer shall cause a firm of nationally recognized independent
accountants (who may also render other services to the Servicer or the Seller)
to furnish, as provided in Section 13.05, a report to the Trustee, the Servicer,
the Rating Agency and any Certificate Owner, upon the written request of such
Certificate Owner, to the effect that such firm has made a study and evaluation
of the Servicer's internal accounting controls relative to the servicing of
Accounts under this Agreement, and that, on the basis of such study and
evaluation, such firm is of the opinion (assuming the accuracy of any reports
generated by the Servicer's third party agents) that the system of internal
accounting controls in effect on the date set forth in such report, relating to
servicing procedures performed by the Servicer pursuant to Article IV of this
Agreement, taken as a whole, was sufficient for the prevention and detection of
errors and irregularities in amounts that would be material to the financial
statements of the Servicer and that such servicing was conducted in compliance
with Article IV of this Agreement, except for such exceptions, errors or
irregularities as such firm shall believe to be immaterial to the financial
statements of the Servicer and such other exceptions, errors or irregularities
as shall be set forth in such report. Unless otherwise provided with respect to
any Series in the related Supplement, a copy of such report may be obtained by
any Investor Certificateholder by a request in writing to the Trustee addressed
to the Corporate Trust Office.
(b) On or before March 31, each calendar year, beginning with March
31, 1992, the Servicer shall cause a firm of nationally recognized independent
accountants (who may also render other services to the Servicer or the Seller)
to furnish, as provided in Section 13.05, a report to the Trustee, Servicer, the
Rating Agency and any Certificate Owner, upon the written request of such
Certificate Owner, to the effect that they have compared the amounts set forth
in the monthly statements and certificates forwarded by the
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Servicer pursuant to subsection 3.04(b) during the period covered by such report
(which shall be the period from January 1 of the preceding calendar year to and
including December 31 of such calendar year, or for the initial period, from the
Closing Date until December 31, 1991) with the Servicer's computer reports and
statements of any agents engaged by the Servicer to perform servicing activities
which were the source of such amounts and that on the basis of such comparison,
such amounts are in agreement, except for such exceptions as it believes to be
immaterial to the financial statements of the Servicer and such other exceptions
as shall be set forth in such report. A copy of such report may be obtained by
any Investor Certificateholder by a request in writing to the Trustee addressed
to the Corporate Trust Office.
Section 3.07 Tax Treatment. The Seller has structured this
-------------
Agreement and the Certificates with the intention that the Certificates will
qualify under applicable federal, state, local and foreign tax law as
indebtedness. The Seller, the Servicer, the Holder of the Exchangeable Seller
Certificate, each Investor Certificateholder, and each Certificate Owner, agree
to treat and to take no action inconsistent with the treatment of the Investor
Certificates (or beneficial interest therein) as indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any other tax
imposed on or measured by income. Each Investor Certificateholder and the
Holder of the Exchangeable Seller Certificate, by acceptance of its Certificate
and each Certificate Owner, by acquisition of a beneficial interest in a
Certificate, agree to be bound by the provisions of this Section 3.07. Each
Certificateholder agrees that it will cause any Certificate Owner acquiring an
interest in a Certificate through it to comply with this Agreement as to
treatment as indebtedness under applicable tax law, as described in this Section
3.07.
Section 3.08 Notices to the Seller. In the event that the Seller is
---------------------
no longer acting as Servicer, any Successor Servicer appointed pursuant to
Section 10.02 shall deliver or make available to the Seller each certificate and
report required to be prepared, forwarded or delivered thereafter pursuant to
Sections 3.04, 3.05 and 3.06.
[End of Article III]
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ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.01 Establishment of Accounts and Allocations with
----------------------------------------------
Respect to the Exchangeable Seller Certificate.
- ----------------------------------------------
(a) The Collection Account. The Servicer, for the benefit of the
----------------------
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, or cause to be established and maintained, a non-interest
bearing segregated trust account (the "Collection Account") bearing a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Certificateholders, with an office or branch
located in the States of Delaware or New York, of a depository institution or
trust company (which may include the Servicer, the Trustee or an Affiliate of
the Servicer) having corporate trust powers under applicable federal and state
laws (which may include the Trustee or an Affiliate of the Servicer, but which
shall exclude the Seller and the Servicer if it shall be the Seller) organized
under the laws of the United States of America or any one of the states thereof
or the District of Columbia; provided, however, that at all times the
-------- -------
certificates of deposit, short-term deposits or commercial paper or the long-
term unsecured debt obligations (other than such obligation whose rating is
based on collateral or on the credit of a Person other than such institution or
trust company) of such depository institution or trust company shall have a
credit rating from Moody's, Standard & Poor's and Fitch of P-1 (at least P-2
with respect to Chase Manhattan Bank, if such account is maintained in the
corporate trust department of Chase Manhattan Bank), at least A-1+ and at least
F-1+, respectively, in the case of the certificates of deposit, short-term
deposits or commercial paper, or a rating from Moody's, of at least Aa3, from
Standard & Poor's of at least AA- and from Fitch of at least AA- in the case of
the long-term unsecured debt obligations (at least BBB- from Standard & Poor's,
at least Baa3 from Moody's and at least BBB- from Fitch with respect to Chase
Manhattan Bank, if such account is maintained in the corporate trust department
of Chase Manhattan Bank) and the deposits in whose accounts are insured to the
limits provided by law by BIF or SAIF (a "Qualified Institution"); provided
--------
further, that upon the insolvency of the Servicer, the Collection Account shall
- -------
not be permitted to be maintained with the Servicer. The Supplement for a
Series may require the Trustee to establish and maintain a subaccount of the
Collection Account for any such Series (such subaccount, a "Collection
Subaccount") bearing a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Certificateholders of such
Series with a depository institution or trust company meeting the criteria
provided in the related Supplement. The Collection Account or any Collection
Subaccount may not be invested except as provided in the related Supplement.
The funds on deposit in such Collection Subaccount may be invested in the manner
provided in the related
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Supplement, and any earnings resulting from such investment shall be applied as
provided in such Supplement. Pursuant to authority granted to it pursuant to
subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee,
to withdraw funds from the Collection Account or any Collection Subaccount for
the purposes of carrying out its duties hereunder.
Each Series of Investor Certificates shall represent interests in the
Trust, including the benefits of any Enhancement to be provided by an
Enhancement Provider issued with respect to such Series as indicated in the
Supplement relating to such Series, and the right to receive Collections and
other amounts at the times and in the amounts specified in this Article IV to be
deposited in the Collection Account and any Series Accounts maintained for the
benefit of the Certificateholders of such Series or paid to the
Certificateholders of such Series. The Exchangeable Seller Certificate shall
represent the interest in the Trust not represented by any Series of Investor
Certificates then outstanding, including the right to receive Collections and
other amounts at the time and in the amounts specified in this Article IV to be
paid to the Seller (the "Seller Interest"); provided, however, that such
-------- -------
certificate shall not represent any interest in the Collection Account or any
Series Accounts maintained for the benefit of the Certificateholders of any
Series or the benefits of any Enhancement to be provided by an Enhancement
Provider issued with respect to any Series, except as specifically provided in
this Article IV.
(b) (i) Establishment of the Retention Account. The Servicer, for
--------------------------------------
the benefit of the Investor Certificateholders and the Holder of the
Exchangeable Seller Certificate, shall establish and maintain or cause to be
established and maintained in the name of the Trustee, on behalf of the Trust,
with a Qualified Institution and held in trust by such Qualified Institution
designated by the Servicer, a segregated trust account within the corporate
trust department of such Qualified Institution (the "Retention Account"),
bearing a designation clearly indicating that the funds deposited therein are
held in trust for the benefit of the Investor Certificateholders. The Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Retention Account and in all proceeds thereof. Except as provided
herein, the Retention Account shall be under the sole dominion and control of
the Trustee for the benefit of the Investor Certificateholders. Amounts on
deposit in the Retention Account shall at all times be invested, as directed by
the Holder of the Exchangeable Seller Certificate, in Permitted Investments, and
any earnings resulting from such investment shall be applied as Collections of
Finance Charge Receivables. 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
Retention Account for the purposes of carrying out its duties hereunder.
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(ii) Administration of the Retention Account.
---------------------------------------
(A) If, on any Date of Processing the amount, if any, on deposit in
the Retention Account on such Date of Processing is greater than the Required
Retention Amount and no Series is in an accumulation period or an Amortization
Period, the Servicer shall withdraw or instruct the Trustee to withdraw, and in
such case the Trustee shall withdraw, from the Retention Account and pay to the
Holder of the Exchangeable Seller Certificate an amount equal to the amount by
which the amount then on deposit in the Retention Account exceeds the Required
Retention Amount; provided, however, that if an accumulation period or an
Amortization Period has commenced and is continuing with respect to one or more
outstanding Series, any funds on deposit in the Retention Account shall be
treated as Collections of Principal Receivables received during the Monthly
Period preceding the applicable Determination Date and shall be allocated and
distributed in accordance with Section 4.02 and the terms of each Supplement.
(B) Any investment pursuant to clause (b)(i) above shall mature,
and such funds shall be available for withdrawal, on or prior to the Transfer
Date. The Servicer, Paying Agent or Qualified Institution, as the case may be,
shall maintain for the benefit of the Investor Certificateholders of each Series
possession of the negotiable instruments or securities evidencing the Permitted
Investments described in clause (a) of the definition thereof 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 Qualified Institution in writing with respect to the
investment of funds on deposit in the Retention Account. For purposes of
determining the availability of funds or the balances in the Retention Account
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.
(c) If the entity with which any of the accounts established pursuant
to this Section 4.01 ceases to be a "Qualified Institution", then (i) such
entity shall provide the Trustee, each Enhancement Provider and the Servicer
with prompt written notice that it is no longer a "Qualified 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 Institution".
(d) Allocations For the Exchangeable Seller Certificate. Throughout
---------------------------------------------------
the existence of the Trust, the Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account, allocate to
the Holder of the Exchangeable Seller Certificate an amount equal to the product
of (A) the Seller Percentage and (B) the aggregate amount of such Collections
allocated to Principal Receivables and Finance Charge Receivables, respectively,
in respect of each Monthly Period. The Servicer need not deposit this amount,
and other amounts so allocated to the
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Exchangeable Seller Certificate pursuant to any Supplement, into the Collection
Account, and shall pay, or be deemed to pay, to the extent the Servicer is the
holder of the Exchangeable Seller Certificate, such amounts as collected to the
Holder of the Exchangeable Seller Certificate; provided, however, that no such
-------- -------
payments shall be made to the Holder of the Exchangeable Seller Certificate if
the Seller Interest is less than zero.
Section 4.02 Collections and Allocations.
---------------------------
(a) Collections. The Servicer shall, subject to subsection 4.01(d),
-----------
deposit all Collections in the Collection Account as promptly as possible after
the Date of Processing of such Collections, but in no event later than the
second Business Day following such Date of Processing. In the event of the
insolvency of the Servicer, then, immediately upon the occurrence of such event
and thereafter the Servicer shall deposit all Collections into the Collection
Account which shall be established and maintained with a Qualified Institution
other than the Servicer in accordance with subsection 4.01(a), and in no such
event shall the Servicer deposit any Collections thereafter into any account
established, held or maintained with the Servicer.
The Servicer shall allocate such amounts to each Series of Investor
Certificates and to the Holder of the Exchangeable Seller Certificate in
accordance with Article IV and shall withdraw the required amounts from the
Collection Account or pay such amounts to the Holder of the Exchangeable Seller
Certificate in accordance with Article IV. The Servicer shall make such
deposits or payments on the date indicated therein by wire transfer or as
otherwise provided in the Supplement for any Series of Certificates with respect
to such Series.
Notwithstanding anything in this Agreement to the contrary, for so
long as, and only so long as, the Seller shall remain the Servicer hereunder and
(a) (i) the Servicer provides to the Trustee a letter of credit or other
arrangement covering risk of collection of the Servicer acceptable to the Rating
Agency (as evidenced by letters from the Rating Agency) and (ii) the Seller
shall not have received a notice from the Rating Agency that such letter of
credit or other arrangement would result in the lowering of such Rating Agency's
then-existing rating of any Series of Investor Certificates or (b) the Servicer,
or so long as the Seller is the Servicer and an Affiliate of Chase Manhattan
Bank, Chase Manhattan Bank, shall have and maintain a certificate of deposit or
short-term deposit rating of P-1 by Moody's and of at least A-1 by Standard &
Poor's and, if rated by Fitch, at least F-1 by Fitch and deposit insurance
provided by BIF or SAIF, the Servicer need not deposit Collections to the
Collection Account in the manner provided in this Article IV or make payments to
the Holder of the Exchangeable Seller Certificate prior to the close of business
on the day any Collections are deposited in the Collection Account as provided
in this Article IV, but may make such deposits, payments and withdrawals on the
Transfer Date in the Monthly Period
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following the Monthly Period in which the Date of Processing of such Collections
occurred in an amount equal to the net amount of such deposits, payments and
withdrawals which would have been made but for the provisions of this paragraph.
(b) Reserved.
--------
(c) Allocation of Collections of Recoveries and Defaulted Accounts.
--------------------------------------------------------------
(i) On the date on which an Account becomes a Defaulted
Account, the Trust shall automatically and without further action or
consideration be deemed to transfer, set over, and otherwise convey to
the Seller, without recourse, representation or warranty, all the
right, title and interest of the Trust in and to the Receivables in
such Defaulted Account, all monies due or to become due with respect
thereto, all proceeds of such Receivables and Interchange allocable to
the Trust with respect to such Receivable, excluding Insurance
Proceeds and Recoveries relating thereto, which shall remain a part of
the Trust Assets.
(ii) On each Determination Date, the Servicer shall
calculate the Aggregate Investor Default Amount for the preceding
Monthly Period with respect to each Series. The "Aggregate Investor
Default Amount" shall mean with respect to any Monthly Period and any
Series, the sum of (x) the Investor Default Amount for such Series for
such Monthly Period minus (y) the product of the applicable Investor
-----
Percentage (determined with respect to Receivables in Defaulted
Accounts) and Recoveries with respect to the preceding Monthly Period,
provided, however, that the Aggregate Investor Default Amount with
-------- -------
respect to any Monthly Period and any Series shall not be less than
zero. Recoveries shall be allocated pursuant to Article IV as though
they are Collections of Principal Receivables except that the amount
by which the amount in clause (y) in the immediately preceding
sentence exceeds the amount in clause (x) shall be allocated pursuant
to Article IV as though such amount was Collections of Finance Charge
Receivables.
(d) Adjustments for Miscellaneous Credits and Fraudulent Charges.
------------------------------------------------------------
(i) The Servicer shall be obligated to reduce or adjust, as
the case may be, on a net basis, the aggregate amount of Principal
Receivables as provided in this subsection 4.02(d) (a "Credit
Adjustment") with respect to any Principal Receivable (i) which was
created in respect of merchandise refused or returned by the Obligor
thereunder or as to which the Obligor thereunder has asserted a
counterclaim or defense, (ii) which is reduced by the Servicer by any
rebate, refund, charge-
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back or adjustment, (iii) which was created as a result of a
fraudulent or counterfeit charge, (iv) which results from adjustments
relating to returned or dishonored checks, or (v) which results from
Servicer error.
(ii) In the event that the exclusion of the amount of a
Credit Adjustment from the calculation of the Seller Interest would
cause the Seller Interest (determined without regard to any "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified
in the Supplement with respect to any Series) to be an amount less
than zero the Seller shall make a deposit, no later than the Business
Day following the Date of Processing of such Credit Adjustment, in the
Collection Account (for allocation as a Principal Receivable pursuant
to Article IV) in immediately available funds in an amount equal to
the amount by which such Credit Adjustment exceeds the Seller Interest
on such Date of Processing.
For purposes of this Section 4.02, the amounts of Late Fees, Returned
Check Fees and other administrative fees and service charges included in
Collected Finance Charge Collections shall be equal to the respective amounts
thereof deposited in the Collection Account pursuant to Section 2.05(k).
[THE REMAINDER OF ARTICLE IV IS RESERVED
AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH
RESPECT TO ANY SERIES]
63
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ARTICLE V
[ARTICLE V IS RESERVED AND SHALL BE SPECIFIED
IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]
64
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ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. Subject to Sections 6.10 and
----------------
6.11, the Investor Certificates of each Series and any class thereof may be
issued in bearer form (the "Bearer Certificates") with attached interest coupons
and a special coupon (collectively, the "Coupons") or in fully registered form
(the "Registered Certificates"), and shall be substantially in the form of the
exhibits with respect thereto attached to the related Supplement. The
Exchangeable Seller Certificate shall be substantially in the form of Exhibit A.
The Investor Certificates and the Exchangeable Seller Certificate shall, upon
issue pursuant hereto or to Section 6.09 or Section 6.11, be executed and
delivered by the Seller to the Trustee for authentication and redelivery as
provided in Section 2.08 and 6.02. The Investor Certificates shall be issuable
in a minimum denomination of $1,000 and integral multiples thereof unless
otherwise specified in any Supplement. If specified in the related Supplement
for any Series, the Investor Certificates shall be issued upon initial issuance
as a single certificate in an original principal amount equal to the Initial
Investor Interest as described in Section 6.10. The Exchangeable Seller
Certificate shall also be issued as a single certificate. Each Certificate
shall be executed by manual or facsimile signature on behalf of the Seller by
its President or any Vice President. Certificates bearing the manual or
facsimile signature of the individual who was, at the time when such signature
was affixed, authorized to sign on behalf of the Seller or the Trustee shall not
be rendered invalid, notwithstanding that such individual has ceased to be so
authorized prior to the authentication and delivery of such Certificates or does
not hold such office at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein, executed by or on behalf of the
Trustee by the manual signature of a duly authorized signatory, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication
except Bearer Certificates which shall be dated the applicable Issuance Date as
provided in the related Supplement.
Section 6.02 Authentication of Certificates. Contemporaneously
------------------------------
with the initial assignment and transfer of the Receivables, whether now
existing or hereafter created and the other components of the Trust Assets to
the Trust, the Trustee shall authenticate and deliver the initial Series of
Investor Certificates, upon the order of the Seller, to the underwriters for the
sale of the Book-Entry Certificates evidenced by such Investor Certificates, and
against payment to the Seller of the Initial Investor Interest (net of any
purchase discount or underwriting discounts). Upon the receipt of such payment
and the issuance of
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the Investor Certificates such Investor Certificates shall be fully paid and
non-assessable. The Trustee shall authenticate and deliver the Exchangeable
Seller Certificate to the Seller simultan eously with its delivery to the Seller
of the initial Series of Investor Certificates. Upon an Exchange as provided in
Section 6.09 and the satisfaction of certain other conditions specified therein,
the Trustee shall authenticate and deliver the Investor Certificates of
additional Series (with the designation provided in the related Supplement),
upon the order of the Seller, to the persons designated in such Supplement.
Upon the order of the Seller, the Certificates of any Series shall be duly
authenticated by or on behalf of the Trustee, in authorized denominations equal
to (in the aggregate) the Initial Investor Interest of such Series of Investor
Certificates. If specified in the related Supplement for any Series, the
Trustee shall authenticate and deliver outside the United States the Global
Certificate that is issued upon original issuance thereof, upon the written
order of the Seller, to the Depository as provided in Section 6.10 against
payment of the purchase price therefor. If specified in the related Supplement
for any Series, the Trustee shall authenticate Book-Entry Certificates that are
issued upon original issuance thereof, upon the written order of the Seller, to
a Clearing Agency or its nominee as provided in Section 6.11 against payment of
the purchase price thereof.
Section 6.03 Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(a) The Trustee shall cause to be kept at the office or agency to be
maintained by a transfer agent and registrar (the "Transfer Agent and
Registrar"), in accordance with the provisions of Section 11.16, a register (the
"Certificate Register") in which, subject to such reasonable regulations as it
may prescribe, the Transfer Agent and Registrar shall provide for the
registration of the Investor Certificates of each Series (unless otherwise
provided in the related Supplement) and of transfers and exchanges of the
Investor Certificates as herein provided. Chase Manhattan Bank is hereby
initially appointed Transfer Agent and Registrar for the purposes of registering
the Investor Certificates and transfers and exchanges of the Investor
Certificates as herein provided. In the event that Chase Manhattan Bank shall
no longer be the Transfer Agent and Registrar, the Trustee shall appoint a
successor Transfer Agent and Registrar.
The Trustee may revoke such appointment and remove Chase Manhattan
Bank as Transfer Agent and Registrar if the Trustee determines in its sole
discretion that Chase Manhattan Bank failed to perform its obligations under
this Agreement in any material respect. Chase Manhattan Bank shall be permitted
to resign as Transfer Agent and Registrar upon 30 days' written notice to the
Seller and the Servicer; provided, however, that such resignation shall not be
-------- -------
effective and Chase Manhattan Bank, shall continue to perform its duties as
Transfer Agent and Registrar until the
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Trustee has appointed a successor Transfer Agent and Registrar reasonably
acceptable to the Seller and the Servicer.
Upon surrender for registration of transfer of any Certificate at any
office or agency of the Transfer Agent and Registrar, the Seller shall execute
subject to the provisions of subsection 6.03(d), and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of like
aggregate Fractional Undivided Interests; provided, however, that the provisions
-------- -------
of this paragraph shall not apply to Bearer Certificates.
At the option of an Investor Certificateholder, Investor Certificates
may be exchanged for other Investor Certificates of the same Series in
authorized denominations of like aggregate Fractional Undivided Interests, upon
surrender of the Investor Certificates to be exchanged at any such office or
agency. At the option of any Registered Certificateholder, Registered
Certificates may be exchanged for other Registered Certificates of the same
Series in authorized denominations of like aggregate Undivided Interests in the
Trust, upon surrender of the Registered Certificates to be exchanged at any
office or agency of the Transfer Agent and Register maintained for such purpose.
At the option of a Bearer Certificateholder, subject to applicable laws and
regulations, Bearer Certificates may be exchanged for other Bearer Certificates
or Registered Certificates of the same Series in authorized denominations of
like aggregate Undivided Interests in the Trust, in the manner specified in the
Supplement for such Series upon surrender of the Bearer Certificates to be
exchanged at an office or agency of the Transfer Agent and Registrar located
outside the United States. Each Bearer Certificate surrendered pursuant to this
Section 6.03 shall have attached thereto (or be accompanied by) all unmatured
Coupons, provided that any Bearer Certificate so surrendered after the close of
business on the Record Date preceding the relevant Distribution Date after the
related Series Termination Date need not have attached the Coupons relating to
such Distribution Date.
The preceding provisions of this Section 6.03 notwithstanding, the
Trustee or the Transfer Agent and Registrar, as the case may be, shall not be
required to register the transfer of or exchange any Investor Certificate of any
Series for a period of 15 days preceding the due date for any payment with
respect to certificates of such Series.
Whenever any Investor Certificates of any Series are so surrendered
for exchange, the Seller shall execute, and the Trustee shall authenticate and
(unless the Transfer Agent and Registrar is different than the Trustee, in which
case the Transfer Agent and Registrar shall) deliver, the Investor Certificates
of such Series which the Certificateholder making the exchange is entitled to
receive. Every Investor Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a
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written instrument of transfer in a form satisfactory to the Trustee and the
Transfer Agent and Registrar duly executed by the Certificateholder thereof or
his attorney-in-fact duly authorized in writing.
Unless otherwise provided in the related Supplement, no service charge
shall be made for any registration of transfer or exchange of Investor
Certificates, but the Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Investor Certificates.
All Investor Certificates (together with any Coupons attached to
Bearer Certificates) surrendered for registration of transfer or exchange shall
be canceled by the Transfer Agent and Registrar and disposed of in a manner
satisfactory to the Trustee and the Seller. The Trustee shall cancel and
destroy the Global Certificate upon its exchange in full for Definitive
Certificates and shall deliver a certificate of destruction to the Seller. Such
certificates shall also state that a certificate or certificates of each Foreign
Clearing Agency to the effect referred to in Section 6.10 was received with
respect to each portion of the Global Certificate exchanged for Definitive
Certificates.
The Seller shall execute and deliver to the Trustee or the Transfer
Agent and Registrar as applicable, Bearer Certificates and Registered
Certificates in such amounts and at such times as are necessary to enable the
Trustee to fulfill its responsibilities under this Agreement and the
Certificates.
(b) Except as provided in Section 6.09 or 7.02 or in any Supplement,
in no event shall the Exchangeable Seller Certificate or any interest therein be
transferred hereunder, in whole or in part, unless the Seller shall have
consented in writing to such transfer and unless the Trustee shall have received
(1) confirmation in writing from the Rating Agency that such transfer will not
result in a lowering of its then-existing rating of any Series of Investor
Certificates, (2) an Opinion of Counsel that such transfer does not adversely
affect the conclusions reached in the federal income tax opinion dated the
Initial Closing Date issued in connection with the original issuance of Investor
Certificates and (3) in the case of the transfer of the Exchangeable Seller
Certificate as a whole, an agreement supplemental hereto, executed and delivered
to the Trustee in form satisfactory to the Trustee, in which the transferee of
the Exchangeable Seller Certificate expressly assumes the performance of every
covenant and obligation of the Seller, as Holder of the Exchangeable Seller
Certificate, as applicable hereunder, and pursuant to which such transferee
shall benefit from all the rights granted to the Seller, as Holder of the
Exchangeable Seller Certificate, applicable hereunder.
(c) The Transfer Agent and Registrar will maintain at its expense in
the Borough of Manhattan, the City of New York (and
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subject to Section 6.03, if specified in the related Supplement for any Series,
any other city designated in such Supplement) an office or offices or an agency
or agencies where Investor Certificates of such Series may be surrendered for
registration of transfer or exchange (except that Bearer Certificates may not be
surrendered for exchange at any such office or agency in the United States).
(d) Unless otherwise provided in the related Supplement, registration
of transfer of Registered Certificates containing a legend relating to the
restrictions on transfer of such Registered Certificates (which legend shall be
set forth in the Supplement relating to such Investor Certificates) shall be
effected only if the conditions set forth in such related Supplement are
satisfied.
Whenever a Registered Certificate containing the legend set forth in
the related Supplement is presented to the Transfer Agent and Registrar for
registration of transfer, the Transfer Agent and Registrar shall promptly seek
instructions from the Servicer regarding such transfer. The Transfer Agent and
Registrar and the Trustee shall be entitled to receive written instructions
signed by a Servicing Officer prior to registering any such transfer or
authenticating new Registered Certificates, as the case may be. The Servicer
hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and
to hold each of them harmless against any loss, liability or expense incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by them in reliance on any such written
instructions furnished pursuant to subsection 6.03(d).
Section 6.04 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (a) any mutilated Certificate (together, in the case of Bearer Certificates,
with all unmatured Coupons, if any, appertaining thereto) is surrendered to the
Transfer Agent and Registrar, or the Transfer Agent and Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Transfer Agent and Registrar and
the Trustee such security or indemnity as may be required by them to save each
of them harmless then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Seller shall execute
and the Trustee shall authenticate and (unless the Transfer Agent and Registrar
is different from the Trustee, in which case the Transfer Agent and Registrar
shall) deliver (in compliance with applicable law), in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and aggregate Undivided Interest. In connection with the issuance
of any new Certificate under this Section 6.04, the Trustee or the Transfer
Agent and Registrar may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the Transfer
Agent and Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 6.04 shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued,
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whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 6.05 Persons Deemed Owners. Prior to due presentation
---------------------
of a Certificate (other than a Bearer Certificate) for registration of transfer,
the Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of
any of them may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Article V and for all other purposes whatsoever, and neither the
Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any
of them shall be affected by any notice to the contrary; provided, however, that
-------- -------
in determining whether the holders of Investor Certificates evidencing the
requisite Undivided Interests have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Investor Certificates owned by
the Seller, the Servicer or any Affiliate thereof shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Investor Certificates which a
Responsible Officer in the Corporate Trust Office of the Trustee knows to be so
owned shall be so disregarded.
In the case of a Bearer Certificate, the Trustee, the Paying Agent,
the Transfer Agent and Registrar and any agent of any of them may treat the
bearer of a Bearer Certificate or Coupon as the owner of such Bearer Certificate
or Coupon for the purpose of receiving distributions pursuant to Article IV and
Article XII and for all other purposes whatsoever, and neither the Trustee, the
Paying Agent, the Transfer Agent and Registrar nor any agent of any of them
shall be affected by any notice to the contrary. Certificates so owned which
have been pledged in good faith shall not be disregarded and may be regarded as
outstanding, if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Investor Certificates and that
the pledgee is not the Seller, the Servicer or an Affiliate thereof.
Section 6.06 Appointment of Paying Agent.
---------------------------
(a) The Paying Agent shall make distributions to Investor
Certificateholders from the appropriate account or accounts maintained for the
benefit of Certificateholders as specified in the related Supplement for any
Series pursuant to Articles IV and V hereof. Any Paying Agent shall have the
revocable power to withdraw funds from such appropriate account or accounts for
the purpose of making distributions referred to above. The Trustee may revoke
such power and remove the Paying Agent, if the Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect or for other good cause. The
Paying Agent, unless the Supplement with respect to any Series states otherwise,
shall initially be Chase Manhattan Bank. Chase Manhattan Bank shall
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be permitted to resign as Paying Agent upon 30 days' written notice to the
Servicer. In the event that Chase Manhattan Bank shall no longer be the Paying
Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall
be a bank or trust company). The Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Trustee to execute and
deliver to the Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustee that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Investor Certificateholders in trust for the
benefit of the Investor Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. The Paying Agent shall return all
unclaimed funds to the Collection Account or such other Series Account
established pursuant to the Supplement with respect to any Series in the manner
provided in the related Supplement and upon removal of a Paying Agent, such
Paying Agent shall return all funds in its possession to the Collection Account
or such other account established pursuant to the Supplement with respect to any
Series in the manner provided in the related Supplement. The provisions of
Sections 11.01, 11.02 and 11.03 shall apply to the Trustee also in its role as
Paying Agent, for so long as the Trustee shall act as Paying Agent. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.
If specified in the related Supplement for any Series, so long as the
Investor Certificates of such Series are outstanding, the Seller shall maintain
a co-paying agent in New York City (for Registered Certificates only) or any
other city designated in such Supplement which, if and so long as any Series of
Investor Certificates is listed on the Luxembourg Stock Exchange or other stock
exchange and such exchange so requires, shall be in Luxembourg or the location
required by such other stock exchange.
(b) The Trustee shall cause the Paying Agent (other than itself) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders and shall agree, and if the Trustee is the Paying Agent it
hereby agrees, that it shall comply with all requirements of the Internal
Revenue Code regarding the withholding by the Trustee of payments in respect of
federal income taxes due from Certificate Owners.
Section 6.07 Access to List of Certificateholders' Names and
-----------------------------------------------
Addresses. The Trustee will furnish or cause to be furnished by the Transfer
- ---------
Agent and Registrar to the Servicer or the Paying Agent, within five Business
Days after receipt by the Trustee of a request therefor from the Servicer or the
Paying Agent, respectively, in writing, a list in such form as the Servicer or
the Paying Agent may reasonably require, of the names
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and addresses of the Investor Certificateholders (other than Bearer
Certificateholders) as of the most recent Record Date for payment of
distributions to Investor Certificateholders. Unless otherwise provided in the
related Supplement, if holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 10% of the Investor Interest of the Investor
Certificates of any Series (the "Applicants") apply in writing to the Trustee,
and such application states that the Applicants desire to communicate with other
Investor Certificateholders of any Series with respect to their rights under
this Agreement or under the Investor Certificates and is accompanied by a copy
of the communication which such Applicants propose to transmit, then the
Trustee, after having been adequately indemnified by such Applicants for its
costs and expenses, shall afford or shall cause the Transfer Agent and Registrar
to afford such Applicants access during normal business hours to the most recent
list of Certificateholders (other than Bearer Certificateholder's) held by the
Trustee and shall give the Servicer notice that such request has been made,
within five Business Days after the receipt of such application. Such list
shall be as of a date no more than 45 days prior to the date of receipt of such
Applicants' request. Every Certificateholder, by receiving and holding a
Certificate, agrees with the Trustee that neither the Trustee, the Transfer
Agent and Registrar, nor any of their respective agents shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from
which such information was obtained.
Section 6.08 Authenticating Agent.
--------------------
(a) The Trustee may appoint one or more authenticating agents with
respect to the Certificates which shall be authorized to act on behalf of the
Trustee in authenticating the Certificates in connection with the issuance,
delivery, registration of trans fer, exchange or repayment of the Certificates.
Whenever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by
an authenticating agent and a certificate of authen tication executed on behalf
of the Trustee by an authenticating agent. Each authenticating agent must be
acceptable to the Seller.
(b) Any institution succeeding to the corporate agency business of an
authenticating agent shall continue to be an authen ticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.
(c) An authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Seller. The Trustee may at any
time terminate the agency of an authenticating agent by giving notice of
termination to such authenticating agent and to the Seller. Upon receiving such
a notice of resignation or upon such a termination, or in case at any
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time an authenticating agent shall cease to be acceptable to the Trustee or the
Seller, the Trustee promptly may appoint a successor authenticating agent. Any
successor authenticating agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an authenticating agent.
No successor authenticating agent shall be appointed unless acceptable to the
Trustee and the Seller.
(d) The Trustee agrees to pay each authenticating agent from time to
time reasonable compensation for its services under this Section 6.08, and the
Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the
Trustee for such reasonable payments actually made, subject to the provisions of
Section 11.05.
(e) The provisions of Sections 11.01, 11.02 and 11.03 shall be
applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section 6.08, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:
This is one of the certificates described in the Pooling and Servicing
Agreement.
____________________________________
as Authenticating Agent
for the Trustee,
By:_________________________________
Authorized Officer
Section 6.09 Tender of Exchangeable Seller Certificates.
------------------------------------------
(a) Upon any Exchange, the Trustee shall issue to the Holder of the
Exchangeable Seller Certificate under Section 6.01, for execution and redelivery
to the Trustee for authentication under Section 6.02, one or more new Series of
Investor Certificates. Any such Series of Investor Certificates shall be
substantially in the form specified in the related Supplement and shall bear,
upon its face, the designation for such Series to which it belongs so selected
by the Seller. Except as specified in any Supplement for a related Series, all
Investor Certificates of any Series shall be equally and ratably entitled as
provided herein to the benefits hereof (except that the Enhancement provided for
any Series shall not be available for any other Series) without preference,
priority or distinction on account of the actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this Agreement
and the related Supplement.
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(b) The Holder of the Exchangeable Seller Certificate may tender the
Exchangeable Seller Certificate to the Trustee in exchange for (i) one or more
newly issued Series of Investor Certificates and (ii) a reissued Exchangeable
Seller Certificate (any such tender, a "Seller Exchange"). In addition, to the
extent permitted for any Series of Investor Certificates as specified in the
related Supplement, the Investor Certificateholders of such Series may tender
their Investor Certificates and the Holder of the Exchangeable Seller
Certificate may tender the Exchangeable Seller Certificate to the Trustee
pursuant to the terms and conditions set forth in such Supplement in exchange
for (i) one or more newly issued Series of Investor Certificates and (ii) a
reissued Exchangeable Seller Certificate (an "Investor Exchange"). The Seller
Exchange and Investor Exchange are referred to collectively herein as an
"Exchange." The Holder of the Exchangeable Seller Certificate may perform an
Exchange by notifying the Trustee, in writing at least three days in advance (an
"Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange
Date"). Any Exchange Notice shall state the designation of any Series to be
issued on the Exchange Date and, with respect to each such Series: (a) its
Initial Investor Interest (or the method for calculating such Initial Investor
Interest), which at any time, may not be greater than the current principal
amount of the Exchangeable Seller Certificate at such time (or in the case of an
Investor Exchange, the sum of the Investor Interest of the Series of Investor
Certificates to be exchanged plus the current principal amount of the
Exchangeable Seller Certificate), (b) its Certificate Rate (or the method for
allocating interest payments or other cash flow to such Series), if any, and (c)
the provider or providers of the Enhancement, if any, with respect to such
Series. On the Exchange Date, the Trustee shall only authenticate and deliver
any such Series of Investor Certificates upon delivery to it of the following:
(a) a Supplement satisfying the criteria set forth in subsection 6.09(c)
executed by the Seller and specifying the Principal Terms of such Series, (b)
the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which
the Enhancement Provider agrees to provide the Enhancement, if any, (d) an
Opinion of Counsel to the effect that, unless otherwise stated in the related
Supplement, the newly issued Series of Investor Certificates will be treated as
debt for Federal income tax purposes and that the issuance of the newly issued
Series of Investor Certificates will not adversely affect the Federal income tax
characterization of the Holder of any outstanding Series of Investor
Certificates or any Certificate Owner, (e) written confirmation from the Rating
Agency that the Exchange will not result in the Rating Agency's reducing or
withdrawing its rating on any then outstanding Series rated by it, (f) an
Officer's Certificate signed by a Vice President (or any more senior officer) of
the Seller, that on the Exchange Date (i) the Seller, after giving effect to the
Exchange, would not be required to add Additional Accounts pursuant to
subsection 2.06(a) and (ii) after giving effect to such Exchange, the Seller
Interest (determined without regard to any amounts on deposit in the Retention
Account, "Excess Amounts", "Controlled Excess Amounts" or such other amounts
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specified in the Supplement with respect to any Series) would be at least equal
to the Minimum 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 (g) the existing Exchangeable Seller Certificate or applicable Investor
Certificates, as the case may be. Upon satisfaction of such conditions, the
Trustee shall cancel the existing Exchangeable Seller Certificate or applicable
Investor Certificates, as the case may be, and issue, as provided above, such
Series of Investor Certificates and a new Exchangeable Seller Certificate, dated
the Exchange Date. There is no limit to the number of Exchanges that may be
performed under the Agreement.
(c) In conjunction with an Exchange, the parties hereto shall execute
a Supplement, which shall specify the relevant terms with respect to any Series
of Investor Certificates, which may include without limitation: (i) its name or
designation, (ii) an Initial Investor Interest or the method of calculating the
Initial Investor interest, (iii) the Certificate Rate (or formula for the
determination thereof), (iv) the Closing Date, (v) the rating agency or agencies
rating such Series, (vi) the Interest Accrual Period, (vii) the name of the
Clearing Agency, if any, (viii) the rights of the Holder of the Exchangeable
Seller Certificate that have been transferred to the Holders of such Series
pursuant to such Exchange (including any rights to allocations of Collections of
Finance Charge Receivables and Principal Receivables), (ix) the interest payment
date or dates and the date or dates from which interest shall accrete, (x) the
method of allocating Collections with respect to Principal Receivables for such
Series and, if applicable, with respect to other Series and the method by which
the principal amount of Investor Certificates of such Series shall amortize or
accrue and the method for allocating Collections with respect to Finance Charge
Receivables and Receivables in Defaulted Accounts, (xi) the names of any
accounts to be used by such Series and the terms governing the operation of any
such account, (xii) the Series Servicing Fee Percentage, (xiii) the Minimum
Seller Interest, (xiv) the Minimum Aggregate Principal Receivables, (xv) the
Series Termination Date, (xvi) the terms of any Enhancement with respect to such
Series, (xvii) the Enhancement Provider, if applicable, (xviii) the Base Rate
applicable to such Series, (xix) the Repurchase Terms or the terms on which the
Certificates of such Series may be remarketed to other investors, (xx) any
deposit into any account provided for such Series, (xxi) the number of Classes
of such Series, and if more than one Class, the rights and priorities of each
such Class, (xxii) the extent to which the Investor Certificates will be
issuable in temporary or permanent global form, and in such case, the depositary
for such global certificate or certificates, the terms and conditions, if any,
upon which such global certificate may be exchanged in whole or in part for
Definitive Certificates, and the manner in which any interest payable on a
temporary or global certificate will be paid, (xxiii) whether the Certificates
may be issued in bearer form and any limitations imposed thereon, (xxiv) whether
interchange or other
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fees will be included in the funds available to be paid for such Series, (xxv)
the priority of any Series with respect to any other Series, (xxvi) the rights,
if any, of the holders of the Exchangeable Seller Certificate that have been
transferred to the holders of such Series, (xxvii) the Pool Factor, (xxviii) the
Pool Amount and (xxix) any other relevant terms of such Series (all such terms,
the "Principal Terms" of such Series). If on the date of the issuance of such
Series there is issued and outstanding one or more Series of Investor
Certificates and no Series of Investor Certificates is currently rated by a
Rating Agency, then as a condition to such Exchange a nationally recognized
investment banking firm or commercial bank shall also deliver to the Trustee an
officer's certificate stating, in substance, that the Exchange will not have an
adverse effect on the timing or distribution of payments to such other Series of
Investor Certificates then issued and outstanding.
Section 6.10 Global Certificate; Euro-Certificate Exchange Date. If
--------------------------------------------------
specified in the related Supplement for any Series, the Investor Certificates
may be initially issued in the form of a single temporary Global Certificate
(the "Global Certificate") in bearer form, without interest coupons, in the
denomination of the Initial Investor Interest and substantially in the form
attached to the related Supplement. Unless otherwise specified in the related
Supplement, the provisions of this Section 6.10 shall apply to such Global
Certificate. The Global Certificate will be authenticated by the Trustee upon
the same conditions, in substantially the same manner and with the same effect
as the Definitive Certificates. The Global Certificate may be exchanged in the
manner described in the related Supplement for Registered and/or Bearer
Certificates in definitive form (the "Definitive Euro-Certificates").
Section 6.11 Book-Entry Certificates. Unless otherwise provided in
-----------------------
any related Supplement, the Investor Certificates, upon original issuance, shall
be issued in the form of typewritten Certificates representing the Book-Entry
Certificates, to be delivered to the depository specified in such Supplement
(the "Depository") which shall be the Clearing Agency, by or on behalf of such
Series. The Investor Certificates of each Series shall unless otherwise provided
in the related Supplement initially be registered on the Certificate Register in
the name of the nominee of the Clearing Agency. No Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the related Series of Investor Certificates, except as provided in Section
6.11. Unless and until definitive, fully registered Investor Certificates of any
Series ("Definitive Certificates") have been issued to Certificate Owners
pursuant to Section 6.13:
(i) the provision of this Section 6.11 shall be in full
force and effect with respect to each such Series;
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(ii) the Seller, the Servicer, the Paying Agent, the
Transfer Agent and Registrar and the Trustee may deal with the
Clearing Agency and the Clearing Agency Participants for all purposes
(including the making of distributions on the Investor Certificates of
each such Series) as the authorized representatives of the Certificate
Owners;
(iii) to the extent that the provisions of this Section
6.11 conflict with any other provisions of this Agreement, the
provisions of this Section 6.11 shall control with respect to each
such Series; and
(iv) the rights of Certificate Owners of each such Series
shall be exercised only through the Clearing Agency and the applicable
Clearing Agency Participants and shall be limited to those established
by law and agreements between such Certificate Owners and the Clearing
Agency and/or the Clearing Agency Participants. Pursuant to the
Depository Agreement applicable to a Series, unless and until
Definitive Certificates of such Series are issued pursuant to Section
6.13, the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Investor Certificates
to such Clearing Agency Participants.
Section 6.12 Notices to Clearing Agency. Whenever notice or
--------------------------
other communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to Certificate
Owners pursuant to Section 6.13, the Trustee shall give all such notices and
communications specified herein to be given to Holders of the Investor
Certificates to the Clearing Agency for distribution to Holders of Investor
Certificates.
Section 6.13 Definitive Certificates. If (i) (A) the Seller
-----------------------
advises the Trustee in writing that the Clearing Agency is no longer willing or
able to discharge properly its responsibilities under the applicable Depository
Agreement, and (B) the Trustee or the Seller is unable to locate a qualified
successor, (ii) the Seller, at its option, advises the Trustee in writing that
it elects to terminate the book-entry system through the Clearing Agency with
respect to any Series of Certificates or (iii) after the occurrence of a
Servicer Default, Certificate Owners of a Series representing beneficial
interests aggregating not less than 50% of the Investor Interest of such Series
advise the Trustee and the applicable Clearing Agency through the applicable
Clearing Agency Participants in writing that the continuation of a book-entry
system through the applicable Clearing Agency is no longer in the best interests
of the Certificate Owners, the Trustee shall notify all Certificate Owners of
such Series, through the applicable Clearing Agency Participants, of the
occurrence of any such event and of the availability of Definitive
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Certificates to Certificate Owners of such Series requesting the same. Upon
surrender to the Trustee of the Investor Certificates of such Series by the
applicable Clearing Agency, accompanied by registration instructions from the
applicable Clearing Agency for registration, the Trustee shall issue the
Definitive Certificates of such Series. Neither the Seller nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates of such Series all references
herein to obligations imposed upon or to be performed by the applicable Clearing
Agency shall be deemed to be imposed upon and performed by the Trustee, to the
extent applicable with respect to such Definitive Certificates, and the Trustee
shall recognize the Holders of the Definitive Certificates of such Series
Certificateholders of such series hereunder.
Section 6.14 Meetings of Certificateholders.
------------------------------
To the extent provided by the Supplement for any Series issued in
whole or in part in Bearer Certificates, the Servicer or the Trustee may at any
time call a meeting of the Certificateholders of such Series, to be held at such
time and at such place as the Servicer or the Trustee, as the case may be, shall
determine, for the purpose of approving a modification of or amendment to, or
obtaining a waiver of, any covenant or condition set forth in this Agreement
with respect to such Series or in the Certificates of such Series, subject to
Section 13.01 of the Agreement.
[End of Article VI]
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ARTICLE VII
OTHER MATTERS RELATING
TO THE SELLER
Section 7.01 Liability of the Seller. The Seller shall be liable in
-----------------------
accordance herewith to the extent of the obligations specifically undertaken by
the Seller.
Section 7.02 Merger or Consolidation of, or Assumption of the
------------------------------------------------
Obligations of, the Seller.
- --------------------------
(a) The Seller shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:
(i) the corporation formed by such consolidation or into
which the Seller is merged or the Person which acquires by conveyance
or transfer the properties and assets of the Seller substantially as
an entirety shall be, if the Seller is not the surviving entity,
organized and existing under the laws of the United States of America
or any State or the District of Columbia, and shall be a state or
national banking association if the Seller is not the surviving
entity, and shall expressly assume, by an agreement supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, the performance of every covenant and obligation of the
Seller, as applicable hereunder and shall benefit from all the rights
granted to the Seller, as applicable hereunder (to the extent that any
right, covenant or obligation of the Seller, as applicable hereunder,
is inapplicable to the successor entity (because such successor entity
is not a Delaware banking corporation), such successor entity shall be
subject to such covenant or obligation, or benefit from such right, as
would apply, to the extent practicable, to such successor entity); and
(ii) the Seller has delivered to the Trustee an Officer's
Certificate signed by a Vice President (or any more senior officer) of
the Seller stating that such consolidation, merger, conveyance or
transfer and such supplemental agreement comply with this Section 7.02
and that all conditions precedent herein provided for relating to such
transaction have been complied with and an Opinion of Counsel that
such supplemental agreement is legal, valid and binding.
(b) The obligations of the Seller hereunder shall not be assignable
nor shall any Person succeed to the obligations of the Seller hereunder except
(i) for mergers, consolidations, assumptions or transfers in accordance with the
provisions of the foregoing paragraph or (ii) other sales, transfers, or pledges
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including transfer of the Accounts, or other mergers, assumptions or
consolidations other than those permitted by subsection 7.02(a) (A) which the
Seller and the Servicer determine will not be adverse to the interests of the
Certificateholders of any Series, (B) which the Rating Agency has advised the
Seller and the Trustee in writing will not result in the reduction or withdrawal
of its then-existing rating of the Certificates of any Series, (C) for which
such pur chaser, transferee, pledgee or entity shall expressly assume, in an
agreement supplemental hereto, executed and delivered to the Trustee in writing
in form satisfactory to the Trustee, the per formance of every covenant and
obligation of the Seller, as applicable hereunder, and shall benefit from all
the rights granted to the Seller, as applicable hereunder and, (D) in connection
with such sales, transfers or pledges of Accounts for which the Enhancement
Provider, if provided in the related Supplement, has given its consent, which
consent shall not be unreasonably withheld.
Section 7.03 Limitation on Liability of the Seller. Subject to
-------------------------------------
Section 7.01, neither the Seller nor any of its directors, officers, employees
or agents shall be under any liability to the Trust, the Trustee, the
Certificateholders or any other Person for any action taken or for refraining
from the taking of any action pursuant to this Agreement whether arising from
express or implied duties under this Agreement; provided, however, that this
-------- -------
provision shall not protect the Seller or any such Person against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the per formance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Seller and any director,
officer, employee or agent may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
- -----------
arising hereunder.
Section 7.04 Liabilities. Subject to Section 7.03 as it relates
-----------
to Investor Certificateholders in their capacity as Holders of the Investor
Certificates, and otherwise notwithstanding Section 7.03 (and subject to Section
8.03 as it relates to Investor Certificateholders in their capacity as Holders
of the Investor Certificates, and otherwise notwithstanding Sections 8.03 and
8.04), by entering into this Agreement, the Seller agrees to be liable, directly
to the injured party, for the entire amount of any losses, claims, damages or
liabilities (other than those incurred by a Certificateholder in its capacity as
a Holder of the Investor Certificates) arising out of or based on the
arrangement created by this Agreement and the actions of the Servicer taken
pursuant hereto as though this Agreement created a partnership under the
Delaware Uniform Partnership Law in which the Seller were a general partner.
Subject to the immediately preceding sentence, the Seller agrees to pay,
indemnify and hold harmless each Investor Certificateholder against and from any
and all such losses, claims, damages and liabilities except to the extent that
they arise from any action by such Investor Certificateholder. In the event of a
servicing transfer, the Successor Servicer will indemnify and hold
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harmless the Seller for any losses, claims, damages and liabilities of the
Seller as described in this Section 7.04 arising from the actions or omissions
of such Successor Servicer.
[End of Article VII]
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ARTICLE VIII
OTHER MATTERS RELATING TO THE SERVICER
Section 8.01 Liability of the Servicer. The Servicer shall be
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liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer in such capacity herein.
Section 8.02 Merger or Consolidation of, or Assumption of the
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Obligations of, the Servicer. (a) The Servicer shall not consolidate with or
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merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:
(i) the corporation formed by such consolidation or into which the
Servicer is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Servicer substantially as an entirety shall be a
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia, and shall be a state or
national banking association or other entity which is not subject to the
bankruptcy laws of the United States of America and, if the Servicer is not the
surviving entity, shall expressly assume, by an agreement supplemental hereto,
executed and delivered to the Trustee in form satisfactory to the Trustee, the
performance of every covenant and obligation of the Servicer hereunder (to the
extent that any right, covenant or obligation of the Servicer, as applicable
hereunder, is inapplicable (because such successor entity is not a Delaware
banking corporation) to the successor entity, such successor entity shall be
subject to such covenant or obligation, or benefit from such right, as would
apply, to the extent practicable, to such successor entity); and
(ii) the Servicer has delivered to the Trustee an Officer's
Certificate that such consolidation, merger, conveyance or transfer and such
supplemental agreement comply with this Section 8.02 and that all conditions
precedent herein provided for relating to such transaction have been complied
with and an Opinion of Counsel that such supplemental agreement is legal, valid
and binding.
(b) the obligations or duties of the Servicer hereunder shall not be
assignable nor shall any Person succeed to the obligations of the Servicer
hereunder except for (i) mergers, consolidations, assumptions or transfers in
accordance with the foregoing paragraph; (ii) transfers pursuant to Section 8.05
and delegations pursuant to Section 8.07; (iii) the appointment of a Successor
Servicer pursuant to Section 10.02; and (iv) other sales, transfers, pledges or
other mergers, assumptions or consolidations (A) which the Seller and the
Servicer determine will not be adverse to the interests of the
Certificateholders of any Series, (B) which the Rating Agency has advised the
Servicer and the Trustee in writing will not result in the reduction or
withdrawal of its then-
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existing rating of the Certificates of any Series, (C) for which such purchaser,
transferee, pledgee or entity shall expressly assume, in an agreement
supplemental hereto, executed and delivered to the Trustee in writing in form
satisfactory to the Trustee, the performance of every covenant and obligation of
the Servicer, as applicable to it hereunder, and shall benefit from all rights
granted to the Servicer, as applicable hereunder and (D) for which the
Enhancement Provider, if so provided in the related Supplement, has given its
consent, which consent shall not be unreasonably withheld.
Section 8.03 Limitation on Liability of the Servicer and Others.
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Except as provided in Section 8.04 with respect to the Trust and the Trustee,
neither the Servicer nor any of its directors, officers, employees or agents
shall be under any liability to the Trust, the Trustee, the Certificateholders
or any other Person for any action taken or for refraining from the taking of
any action in its capacity as Servicer pursuant to this Agree ment; provided,
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however, that this provision shall not protect the Servicer or any such Person
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against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of its reckless disregard of its obligations and duties hereunder. The
Servicer and any director, officer, employee or agent of the Servicer may rely
in good faith on any document of any kind prima facie properly executed and
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submitted by any Person respecting any matters arising hereunder. The Servicer
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Receivables in
accordance with this Agreement which in its reasonable opinion may involve it in
any expense or liability.
Section 8.04 Servicer Indemnification of the Trust and the Trustee.
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The Servicer shall indemnify and hold harmless the Trust and the Trustee from
and against any reasonable loss, liability, expense, damage or injury suffered
or sustained by reason of any acts or omissions or alleged acts or omissions of
the Servicer with respect to activities of the Trust or the Trustee pursuant to
this Agreement, including, but not limited to any judgment, award, settlement,
reasonable attorneys' fees and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim;
provided, however, that the Servicer shall not indemnify the Trustee if such
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acts, omissions or alleged acts or omissions constitute or are caused by fraud,
negligence, breach of fiduciary duty or willful misconduct by the Trustee;
provided further, that the Servicer shall not indemnify the Trust, the Investor
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Certificateholders or the Certificate Owners for any liabilities, costs or
expenses of the Trust with respect to any action taken by the Trustee at the
request of the Investor Certificateholders; provided further, that the Servicer
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shall not indemnify the Trust, the Investor Certificateholders or the
Certificate Owners as to any losses, claims or damages incurred by any of them
in their capacities as investors, including without limitation losses incurred
as a result
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of Defaulted Accounts or Receivables which are written off as uncollectible; and
provided further, that the Servicer shall not indemnify the Trust, the Investor
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Certificateholders or the Certificate Owners for any liabilities, coats or
expenses of the Trust, the Investor Certificateholders or the Certificate Owners
arising under any tax law, including without limitation any federal, state,
local or foreign income or franchise taxes or any other tax imposed on or
measured by income (or any interest or penalties with respect thereto or arising
from a failure to comply therewith) required to be paid by the Trust, the
Investor Certificateholders or the Certificate Owners in connection herewith to
any taxing authority (except to the extent that such liabilities, taxes or
expenses arose as a result of the breach by the Servicer of its obligations
under Section 11.11). Any such indemnification shall not be payable from the
assets of the Trust. The provisions of this indemnity shall run directly to and
be enforceable by an injured party subject to the limitations hereof.
Section 8.05 Resignation of the Servicer. The Servicer shall
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not resign from the obligations and duties hereby imposed on it except (a) upon
determination that (i) the performance of its duties hereunder is no longer
permissible under applicable law and (ii) there is no reasonable action which
the Servicer could take to make the performance of its duties hereunder
permissible under applicable law or (b) upon the assumption, by an agreement
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, of the obligations and duties of the Servicer hereunder by any
of its Affiliates that is a wholly owned subsidiary of The Chase Manhattan
Corporation or any other entity as to which (i) the Rating Agency has given
written notice that such substitution will not result in a reduction or
withdrawal of the then existing ratings of the Investor Certificates and (ii)
the Enhancement Provider, where applicable, has given its consent which consent
shall not be unreasonably withheld and, in either case, that qualifies as an
Eligible Servicer. Any determination permitting the resignation of the Servicer
shall be evidenced as to clause (a) above by an Opinion of Counsel to such
effect delivered to the Trustee. No resignation shall become effective until the
Trustee or a Successor Servicer shall have assumed the responsibilities and
obligations of the Servicer in accordance with Section 10.02 hereof. If within
120 days of the date of the determination that the Servicer may no longer act as
Servicer hereunder under clause (a) above the Trustee is unable to appoint a
Successor Servicer, the Trustee shall serve as Successor Servicer hereunder.
Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to
act, petition a court of competent jurisdiction to appoint any established
institution qualifying as an Eligible Servicer as the Successor Servicer
hereunder. The Trustee shall give prompt notice to the Rating Agency and the
Enhancement Provider, if so provided in the related Supplement upon the
appointment of a Successor Servicer.
Section 8.06 Access to Certain Documentation and Information
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Regarding the Receivables. The Servicer shall provide
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to the Trustee access to the documentation regarding the Accounts and the
Receivables in such cases where the Trustee is required in connection with the
enforcement of the rights of the Investor Certificateholders, or by applicable
statutes or regulations to review such documentation, such access being afforded
without charge but only (i) upon reasonable request, (ii) during normal business
hours, (iii) subject to the Servicer's normal security and confidentiality
procedures and (iv) at offices designated by the Servicer. Nothing in this
Section 8.06 shall derogate from the obligation of the Seller, the Trustee or
the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors and the failure of the Servicer to provide access as
provided in this Section 8.06 as a result of such obligations shall not
constitute a breach of this Section 8.06.
Section 8.07 Delegation of Duties. It is understood and agreed
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by the parties hereto that the Servicer may delegate certain of its duties
hereunder to Chase Manhattan Bank or an Affiliate thereof. In the ordinary
course of business, the Servicer may at any time delegate any duties hereunder
to any Person who agrees to conduct such duties in accordance with the Account
Guidelines. Any such delegations shall not relieve the Servicer of its
liability and responsibility with respect to such duties, and shall not
constitute a resignation within the meaning of Section 8.05 hereof. If any such
delegation is to a party other than Chase Manhattan Bank or an Affiliate thereof
notification thereof shall be given to the Rating Agency.
Section 8.08 Examination of Records. The Servicer shall clearly
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and unambiguously identify each Account (including any Additional Account or
Automatic Additional Account designated pursuant to Section 2.06) in its
computer or other records to reflect that the Receivables arising in such
Account have been conveyed to the Trust pursuant to this Agreement. The Servicer
shall, prior to the sale or transfer to a third party of any receivable held in
its custody, examine its computer and other records to determine that such
receivable is not a Receivable.
[End of Article VIII]
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ARTICLE IX
PAY OUT EVENTS
Section 9.01 Pay Out Events. If any one of the following events
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shall occur:
(a) the Seller shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to all or
substantially all of its property, or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Seller; or the Seller shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations; or
the Seller shall become unable for any reason to transfer Receivables to the
Trust in accordance with the provisions of this Agreement; or
(b) the Trust shall become subject to regulation by the Securities
and Exchange Commission as an "investment company" within the meaning of the
Investment Company Act; then a Pay Out Event with respect to all Series of
Certificates (each, a "Trust Pay Out Event") shall occur without any notice or
other action on the part of the Trustee or the Investor Certificateholders
immediately upon the occurrence of such event.
Section 9.02 Additional Rights Upon the Occurrence of Certain
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Events.
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(a) If the Seller shall consent to the appointment of a conservator
or receiver or liquidator for the winding-up or liquidation of its affairs, or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver or
liquidator for the winding-up or liquidation of its affairs shall have been
entered against the Seller (an "Insolvency Event"), the Seller shall on the day
of such Insolvency Event (the "Appointment Day") immediately cease to transfer
Principal Receivables to the Trust and shall promptly give notice to the Trustee
of such appointment or voluntary liquidation. Notwithstanding any cessation of
the transfer to the Trust of additional Principal Receivables, Finance Charge
Receivables, whenever created, accrued in respect of Principal Receivables which
have been transferred to the Trust shall continue to be a part of the Trust, and
Collections with respect thereto shall continue to be allocated and paid in
accordance with Article IV. Within 15 days of the Appointment Day,
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the Trustee shall (i) publish a notice in an Authorized Newspaper that an
Insolvency Event has occurred and that the Trustee intends to sell, dispose of
or otherwise liquidate the Receivables in a commercially reasonable manner and
(ii) send written notice to the Investor Certificateholders describing the
provisions of this Section 9.02 and requesting instructions from such Holders.
Unless within 90 days from the day notice pursuant to clause (i) above is first
published, the Trustee shall have received written 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) to the effect that such Certificateholders disapprove of the liquidation
of the Receivables and wish to continue having Principal Receivables transferred
to the Trust as before such Insolvency Event, the Trustee shall use its best
efforts to sell, dispose of or otherwise liquidate the Receivables in a
commercially reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids. The Trustee may obtain a prior
determination from any such conservator, receiver or liquidator that the terms
and manner of any proposed sale, disposition or liquidation are commercially
reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be
mutually exclusive.
(b) The proceeds from the sale, disposition or liquidation of the
Receivables pursuant to subsection (a) above shall be treated as Collections on
the Receivables and shall be allocated and deposited in accordance with the
provisions of Article IV; provided, that the Trustee shall determine
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conclusively the amount of such proceeds which are allocable to Finance Charge
Receivables and the amount of such proceeds which are allocable to Principal
Receivables. On the day following the last Distribution Date in the Monthly
Period during which such proceeds are distributed to the Investor
Certificateholders of each Series, the Trust shall terminate.
[End of Article IX]
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ARTICLE X
SERVICER DEFAULTS
Section 10.01 Servicer Defaults. If any one of the following
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events (a "Servicer Default") shall occur and be continuing:
(a) any failure by the Servicer to make any payment, transfer or
deposit or to give instructions or notice to the Trustee pursuant to Article IV
or to instruct the Trustee to make any required drawing, withdrawal, or payment
under any Enhancement on or before the date occurring five Business Days after
the date such payment, transfer, deposit withdrawal or drawing or such
instruction or notice is required to be made or given, as the case may be, under
the terms of this Agreement;
(b) failure on the part of the Servicer duly to observe or perform in
any respect any other covenants or agreements of the Servicer set forth in this
Agreement, which has a material adverse effect on the Certificateholders of any
Series (which determination shall be made without regard to whether funds are
available to the Certificateholders of any Series under any applicable
Enhancement) 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 Servicer by the Trustee, or to the Servicer and the
Trustee by (i) the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of any Series
adversely affected thereby or (ii) to the extent provided in any Supplement by
the related Enhancement Provider, and continues to materially adversely affect
such Investor Certificateholders for such period; or the Servicer shall delegate
its duties under this Agreement, except as permitted by Section 8.07;
(c) any representation, warranty or certification made by the
Servicer in this Agreement or in any certificate delivered pursuant to this
Agreement shall prove to have been incorrect when made, which has a material
adverse effect on the Certificateholders of any Series (which determination
shall be made without regard to whether funds are available to the
Certificateholders of any Series under any applicable Enhancement) and 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 Servicer by the Trustee, or to the
Servicer and the Trustee by (i) the Holders of Investor Certificates evidencing
Undivided Interests aggregating not less than 50% of the Investor Interest of
any Series adversely affected thereby or (ii) to the extent provided in any
Supplement by the related Enhancement Provider, and continues to materially
adversely affect such Investor Certificateholders for such period; or
(d) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjust-
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ment of debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Servicer or of or relating to all or substantially all of its
property, or a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer, and
such decree or order shall have remained in force undischarged or unstayed for a
period of 60 days; or the Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make any assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations;
then, so long as such Servicer Default shall not have been remedied, either the
Trustee, or the Holders of Investor Certificates evidencing Undivided Interests
aggregating more than 50% of the Aggregate Investor Interest, by notice then
given in writing to the Servicer (and to the Trustee if given by the Investor
Certificateholders) (a "Termination Notice"), may terminate all of the rights
and obligations of the Servicer as Servicer under this Agreement. After receipt
by the Servicer of such Termination Notice, and on the date that a Successor
Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all
authority and power of the Servicer under this Agreement shall pass to and be
vested in a Successor Servicer; and, without limitation, the Trustee is hereby
authorized and empowered (upon the failure of the Servicer to cooperate) to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, all documents and other instruments upon the failure of the Servicer
to execute or deliver such documents or instruments, and to do and accomplish
all other acts or things necessary or appropriate to effect the purposes of such
transfer of servicing rights and obligations. The Servicer agrees to cooperate
with the Trustee and such Successor Servicer in effecting the termination of the
responsibilities and rights of the Servicer to conduct servicing hereunder
including, without limitation, the transfer to such Successor Servicer of all
authority of the Servicer to service the Receivables provided for under this
Agreement, including, without limitation, all authority over all Collections
which shall on the date of transfer be held by the Servicer for deposit, or
which have been deposited by the Servicer, in the Collection Account, the
Retention Account, and any Series Account, or which shall thereafter be received
with respect to the Receivables, and in assisting the Successor Servicer and in
enforcing all rights to Insurance Proceeds, Recoveries and Interchange allocable
to the Trust. The Servicer shall promptly transfer its electronic records
relating to the Receivables to the Successor Servicer in such electronic form as
the Successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all other records, correspondence and documents necessary for
the continued servicing of the Receivables in the manner and at such times as
the
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Successor Servicer shall reasonably request. To the extent that compliance with
this Section 10.01 shall require the Servicer to disclose to the Successor
Servicer information of any kind which the Servicer reasonably deems to be
confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interests. Subject to the immediately preceding
sentence, the Servicer agrees to grant to the Successor Servicer an exclusive,
non-transferrable, non-assignable license to utilize the software which is owned
by the Servicer and which is used by the Servicer in connection with the
servicing of the Accounts and the Receivables; provided, however, that such
software shall be used by the Successor Servicer solely for the purposes of
servicing the Accounts and the Receivables. The Servicer shall, on the date of
any servicing transfer, transfer all of its rights and obligations under the
Enhancement with respect to any Series to the Successor Servicer.
Section 10.02 Trustee to Act; Appointment of Successor.
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(a) On and after the receipt by the Servicer of a Termination Notice
pursuant to Section 10.01, the Servicer shall continue to perform all servicing
functions under this Agreement until the date specified in the Termination
Notice or otherwise specified by the Trustee in writing or, if no such date is
specified in such Termination Notice, or otherwise specified by the Trustee,
until a date mutually agreed upon by the Servicer and Trustee. The Trustee
shall notify the Rating Agency of such removal of the Servicer. The Trustee
shall, as promptly as possible after the giving of a Termination Notice appoint
an Eligible Servicer as Successor Servicer (the "Successor Servicer"), and such
Successor Servicer shall accept its appointment by a written assumption in a
form acceptable to the Trustee. The Trustee may obtain bids from any potential
successor servicer. If the Trustee is unable to obtain any bids from any
potential successor servicer and the Servicer delivers an Officer's Certificate
to the effect that they cannot in good faith cure the Servicer Default which
gave rise to a transfer of servicing, and if the Trustee is legally unable to
act as Successor Servicer then the Trustee shall offer the Servicer for so long
as Chase USA is the Servicer the right to accept reassignment of all of the
Receivables and the Seller may accept reassignment of all the Receivables on a
date designated by the Seller (the "Reassignment Date"); provided, however, that
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if the short-term deposits or long-term unsecured debt obligations of the Seller
(or if neither such deposits nor such obligations of the Seller are rated by
Moody's, if Moody's is the Rating Agency with respect to any Series of
Certificates, then of the holding company of the Seller so long as such holding
company shall be The Chase Manhattan Corporation) are not rated at the time of
such purchase at least P-3 or Baa-3, respectively, by Moody's, no such purchase
by the Seller shall occur unless the Seller shall deliver an Opinion of Counsel
reasonably acceptable to the Trustee that such purchase would not constitute a
fraudulent conveyance of the Seller. The reassignment deposit amount with
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respect to each Series for such reassignment shall be equal to the sum of (A)
the higher of (x) the sum of (i) the Investor Interest of such Series as of the
end of the Monthly Period preceding the Reassignment Date less the amount, if
any, previously accumulated for the payment of principal with respect to such
Series as provided in the related Supplement on the related Transfer Date
following the date of such reassignment, plus (ii) an amount equal to all
interest accrued but unpaid on the Investor Certificates less the amount, if
any, accumulated to pay interest with respect to such Series as provided in the
related Supplement on the Transfer Date following the date of such reassignment,
accrued at the applicable Certificate Rate through the Record Date in such
Monthly Period (or, if the Interest Accrual Period with respect to such Series
is not the Monthly Period, through the Record Date for the Interest Accrual
Period preceding the Reassignment Date) and (y) the average bid price quoted by
two recognized dealers for a security similar to the Investor Certificates of
each such Series and rated in the highest rating category by the Rating Agency
and having a remaining maturity approximately equal to the remaining maturity of
such Series and (B) if, as provided in the related Supplement, certain unpaid
amounts to the Enhancement Provider with respect to such Series. The
reassignment deposit amount with respect to each Series shall be deposited in
the Collection Subaccount or any Series Account, as provided in the related
Supplement, for distribution to the Investor Certificateholders of such Series
pursuant to Section 12.03 of the Agreement. Any payment with respect to the
Enhancement Provider of any Series shall be made in the manner provided in the
Supplement with respect to such Series. In the event that a Successor Servicer
has not been appointed and has not accepted its appointment at the time when the
Servicer ceases to act as Servicer, the Trustee without further action shall
automatically be appointed the Successor Servicer. The Trustee may delegate any
of its servicing obligations to an agent in accordance with the provisions of
subsection 3.01(b). Notwithstanding the above, the Trustee shall, if it is
legally unable so to act, petition a court of competent jurisdiction to appoint
any established financial institution having a net worth of not less than
$100,000,000 and whose regular business includes the servicing of VISA or
MasterCard credit card receivables as the Successor Servicer hereunder.
(b) Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to servicing functions
under this Agreement and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof, and all references in this Agreement to the Servicer shall be
deemed to refer to the Successor Servicer; provided, however, that the
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references to Servicer contained in Sections 8.04 and 11.05 shall be deemed to
refer to the Servicer with respect to responsibil ities, duties and liabilities
arising during or with respect to such time that the Servicer was Servicer under
this Agreement and shall be deemed to refer to the Successor Servicer with
respect to responsibilities, duties and liabilities arising during or with
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respect to such time that the Successor Servicer acts as Servicer under this
Agreement. Any Successor Servicer, by its acceptance of its appointment, will
automatically agree to be bound by the terms and provisions of each Enhancement.
(c) In connection with such appointment and assumption, the Trustee
shall be entitled to such compensation, or may make such arrangements for the
compensation of the Successor Servicer out of Collections, as it and such
Successor Servicer shall agree; provided, however, that no such compensation
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shall be in excess of the Monthly Servicing Fee permitted to the Servicer
pursuant to Section 3.02. The Seller agrees that if the Servicer is terminated
hereunder, it will agree, at the request of the Trustee or any Successor
Servicer, to deposit a portion of the Collections in respect of Finance Charge
Receivables that it is entitled to receive pursuant to Article IV to pay its
share of the compensation of the Successor Servicer.
(d) All authority and power granted to the Successor Servicer under
this Agreement shall automatically cease and terminate upon termination of the
Trust pursuant to Section 12.01 and shall pass to and be vested in the Seller
and, without limitation, the Seller is hereby authorized and empowered to
execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or
otherwise, all documents and other instruments, and to do and accomplish all
other acts or things necessary or appropriate to effect the purposes of such
transfer of servicing rights. The Successor Servicer agrees to cooperate with
the Seller in effecting the termination of the responsibilities and rights of
the Successor Servicer to conduct servicing on the Receivables. The Successor
Servicer shall transfer its electronic records relating to the Receivables to
the Seller in such electronic form as the Seller may reasonably request and
shall transfer all other records, correspondence and documents to the Seller in
the manner and at such times as the Seller shall reasonably request. To the
extent that compliance with this Section 10.02 shall require the Successor
Servicer to disclose to the Seller information of any kind which the Successor
Servicer deems to be confidential, the Seller shall be required to enter into
such customary licensing and confidentiality agreements as the Successor
Servicer shall deem necessary to protect its interests.
Section 10.03 Notification to Certificateholders. Within two
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Business Days after the Servicer becomes aware of any Servicer Default, the
servicer shall give prompt written notice thereof to the Trustee and the Trustee
shall give notice to the Investor Certificateholders (other than Bearer
Certificateholders) at their respective addresses appearing in the Certificate
Register. Upon any termination or appointment of a Successor Servicer pursuant
to this Article X, the Trustee shall give prompt written notice thereof to
Investor Certificateholders (other than Bearer Certificateholders) at their
respective addresses appearing in the Certificate Register.
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Section 10.04 Waiver of Past Defaults. The Holders of Investor
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Certificates evidencing Undivided Interests aggregating not less than 66-2/3% of
the Investor Interest of each Series adversely affected by any default by the
Servicer may, on behalf of all Holders of Certificates of such Series, waive any
default by the Servicer or Seller in the performance of its obligations
hereunder and its consequences, except a default in the failure to make any
required deposits or payments of interest or principal relating to such Series
pursuant to Article IV which default does not result from the failure of the
Paying Agent to perform its obligations to make any required deposits or
payments of interest and principal in accordance with Article IV. Upon any such
waiver of a past default, such default shall cease to exist, and any default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon except to the extent expressly so waived.
[End of Article X]
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ARTICLE XI
THE TRUSTEE
Section 11.01 Duties of Trustee.
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(a) The Trustee, prior to the occurrence of any Servicer Default of
which it has actual knowledge and after the curing of all Servicer Defaults
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. If a Servicer Default of which
the Trustee has actual knowledge has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement,and use the same degree of care and skill in its exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
substantially conform to the requirements of this Agreement. The Trustee shall
give prompt written notice to any Enhancement Provider affected thereby and the
Certificateholders (or, in the case of the Holders of Bearer Certificates,
notice by publication in the manner described in the related Supplement) of any
material lack of conformity of any such instrument to the applicable
requirements of this Agreement discovered by the Trustee which would entitle
such Enhancement Provider or a specified percentage of the Certificateholders,
as the case may be, to take any action pursuant to this Agreement.
(c) Subject to subsection 11.01(a), no provision of this Agreement
shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:
- -------- -------
(i) the Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;
(ii) the Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of the Holders of Investor
Certificates evidencing Undivided Interests aggregating more than 50%
of the Investor Interest of any Series relating to the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any
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trust or power conferred upon the Trustee, under this Agreement;
(iii) the Trustee shall not be charged with knowledge of
any failure by the Servicer referred to in clauses (a) and (b) of
Section 10.01 unless a Responsible Officer of the Trustee obtains
actual knowledge of such failure or the Trustee receives written
notice of such failure from the Servicer, any Enhancement Provider or
any Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 10% of the Investor Interest of any Series
adversely affected thereby; and
(iv) in the event that the Trustee is acting as Successor
Servicer, its liability as Servicer shall be limited as specified in
Section 8.03.
(d) The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its right or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Servicer under this Agreement except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
this Agreement.
(e) Except for actions expressly authorized by this Agreement, the
Trustee shall take no action reasonably likely to impair the interests of the
Trust in any Receivable now existing or hereafter created or to impair the value
of any Receivable now existing or hereafter created.
(f) Except as provided in this subsection 11.01(f), the Trustee shall
have no power to vary the corpus of the Trust including, without limitation, the
power to (i) accept any substitute obligation for a Receivable initially
assigned to the Trust under Section 2.01 or 2.06 hereof, (ii) add any other
investment, obligation or security to the Trust, except for an addition
permitted under Section 2.06 or (iii) withdraw from the Trust any Receivables,
except for a withdrawal permitted under Sections 2.07, 9.02, 10.02, 12.01 or
12.02 or subsections 2.04(d), 2.04(e) or Article IV.
(g) In the event that the Paying Agent or the Transfer Agent and
Registrar shall fail to perform any obligation, duty or agreement in the manner
or on the day required to be performed by the Paying Agent or the Transfer Agent
and Registrar, as the case may be, under this Agreement, the Trustee shall be
obligated
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promptly upon its obtaining knowledge thereof to perform such obligation, duty
or agreement in the manner so required.
(h) If the Seller has agreed to transfer any of its credit card
receivables (other than the Receivables) to another Person, upon the written
request of the Seller, the Trustee will enter into such intercreditor agreements
(which shall be in form and substance satisfactory to the Trustee) with the
transferee of such receivables as are customary and necessary to separately
identify the rights, if any, of the Trust and such other Person in the Seller's
credit card receivables; provided, that the Trust shall not be required to enter
--------
into any intercreditor agreement which could adversely affect the interests of
the Certificateholders, any Enhancement Provider or the Trustee and, upon the
request of the Trustee, the Seller will deliver an Opinion of Counsel on any
matters relating to such intercreditor agreement, reasonably requested by the
Trustee.
Section 11.02 Certain Matters Affecting the Trustee.
-------------------------------------
Except as otherwise provided in Section 11.01:
(a) the Trustee may rely on and shall be protected in acting on, or
in refraining from acting in accord with, any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented to
it pursuant to this Agreement by the proper party or parties;
(b) the Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel:
(c) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation hereunder or in relation hereto, at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of any
Servicer Default of which it has actual knowledge (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement, and to
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs;
(d) the Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed
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by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(e) the Trustee shall not be bound to make any investigation into the
facts of matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by (i) any Enhancement
Provider who, or (ii) Holders of Investor Certificates evidencing Undivided
Interests aggregating more than 50% of the Investor Interest of any Series
which, could be adversely affected if the Trustee does not perform such acts;
provided, however, that the Enhancement Provider shall reimburse the Trustee for
- -------- -------
any expenses resulting from any such investigation requested by it;
(f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or custodian
appointed with due care by it hereunder; and
(g) except as may be required by subsection 11.O1(a) hereof, the
Trustee shall not be required to make any initial or periodic examination of any
documents or records related to the Receivables or the Accounts for the purpose
of establishing the presence or absence of defects, the compliance by the Seller
or the Servicer with its respective representations and warranties or for any
other purpose.
Section 11.03 Trustee Not Liable for Recitals in Certificates.
-----------------------------------------------
The Trustee assumes no responsibility for the correctness of the recitals
contained herein and in the Certificates (other than the certificate of
authentication on the Certificates). Except as set forth in Section 11.15, the
Trustee makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the certificate of authentication
on the Certificates) or of any Receivable or related document. The Trustee
shall not be accountable for the use or application by the Seller of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application or any funds paid to the Seller in respect of the Receivables or
deposited in or withdrawn from the Collection Account, the Retention Account, or
any Series Account by the Servicer.
Section 11.04 Trustee May Own Certificates. The Trustee in its
----------------------------
individual or any other capacity may become the owner or pledgee of Investor
Certificates with the same rights as it would have if it were not the Trustee.
Section 11.05 The Servicer to Pay Trustee's Fees and Expenses.
-----------------------------------------------
The Servicer covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to receive reasonable compensation (which shall
not be limited by any
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provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the Trust hereby created and
in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and, subject to Section 8.04, the Servicer will pay or reimburse the
Trustee (without reimbursement from the Collection Account, the Retention
Account, any Series Account or otherwise) upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement (including the
reasonable fees and expenses of its agents, any co-trustees and counsel) except
any such expense, disbursement or advance as may arise from its own negligence
or bad faith and except as provided in the following sentence. If the Trustee
is appointed Successor Servicer pursuant to Section 10.02, the provisions of
this Section 11.O5 shall not apply to expenses, disbursements and advances made
or incurred by the Trustee in its capacity as Successor Servicer.
The obligations of the Servicer under this Section 11.05 shall survive
the termination of the Trust and the resignation or removal of the Trustee.
Section 11.06 Eligibility Requirements for Trustee. The Trustee
------------------------------------
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or any state thereof authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condi tion
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section 11.06,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 11.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 11.07.
Section 11.07 Resignation or Removal of Trustee.
---------------------------------
(a) The Trustee may at any time resign and be discharged from the
Trust hereby created by giving written notice thereof to the Servicer. Upon
receiving such notice of resignation, the Servicer shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee, subject to the consent of the Enhancement Provider of any
Series (if the Supplement relating to such Series so requires), which shall not
be unreasonably withheld. In addition, the Servicer shall notify the Rating
Agency of the removal or discharge of the Trustee. If no successor trustee
shall have been so appointed and have accepted within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court
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of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 11.06 hereof and shall fail to resign
after written request therefor by the Seller, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Seller may, but shall not be required to, remove the Trustee and promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.
(c) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 11.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 11.08 hereof and any liability of the Trustee arising
hereunder shall survive such appointment of a successor trustee.
Section 11.08 Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 11.07
hereof shall execute, acknowledge and deliver to the Seller and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee herein. The predecessor Trustee shall deliver to the successor
trustee all documents and statements held by it hereunder, and the Seller and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
con firming in the successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as provided in this
Section 11.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 11.06 hereof.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section 11.08, such successor trustee shall mail notice of such
succession hereunder to all Certificateholders at their addresses as shown in
the Certificate Register. Notice to Bearer Certificateholders shall be given in
the manner provided in the related Supplement.
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Section 11.09 Merger or Consolidation of Trustee. Any Person into
----------------------------------
which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under the
provisions of Section 11.06 hereof, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.
Section 11.10 Appointment of Co-Trustee or Separate Trustee.
---------------------------------------------
(a) Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust may at the time be located, the Trustee shall have
the power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person or
Persons, in such capacity and for the benefit of the Certificateholders, such
title to the trust, or any part thereof, and, subject to the other provisions of
this Section 11.10, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 11.06 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 11.08 hereof.
(b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-
trustee jointly (it being understood that such separate trustee or co-
trustee is not authorized to act separately without the Trustee
joining in such act), except to the extent that under any laws of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust or any
portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at
the direction of the Trustee;
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(ii) no trustee hereunder shall be personally liable by
reason of any act or omission of any other trustee hereunder; and
(iii) the Trustee may at any time accept the resignation of
or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and co-
trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time constitute the
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect to this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 11.11 Tax Returns. In the event the Trust shall be
-----------
required to file tax returns, the Servicer, as soon as practicable after it is
made aware of such requirement, shall prepare or cause to be prepared any tax
returns required to be filed by the Trust and, to the extent possible, shall
remit such returns to the Trustee for signature at least five days before such
returns are due to be filed. The Servicer shall prepare or shall cause to be
prepared all tax information required by law to be distributed to
Certificateholders and shall deliver such information to the Trustee at least
five days prior to the date it is required by law to be distributed to
Certificateholders. The Trustee, upon request, will furnish the Servicer with
all such information known to the Trustee as may be reasonably required in
connection with the preparation of all tax returns of the Trust and shall, upon
request, execute such returns. In no event shall the Trustee or the Servicer be
liable for any liabilities, costs or expenses of the Trust, the Investor
Certificateholders or the Certificate Owners arising under any tax law,
including without limitation federal, state, local or foreign income or excise
taxes or any other tax imposed on or measured by income (or any interest
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or penalty with respect thereto or arising from a failure to comply therewith).
Section 11.12 Trustee May Enforce Claims Without Possession of
------------------------------------------------
Certificates. All rights of action and claims under this Agreement or any
- ------------
Series of Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensa tion, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of any Series of Certificateholders in respect of which such
judgment has been obtained.
Section 11.13 Suits for Enforcement. If a Servicer Default shall
---------------------
occur and be continuing, the Trustee, in its discretion may, subject to the
provisions of Section 10.01, proceed to protect and enforce its rights and the
rights of any Series of Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or any Series of Certificateholders.
Section 11.14 Rights of Certificateholders to Direct Trustee.
----------------------------------------------
Holders of Investor Certificates evidencing Undivided Interests evidencing more
than 50% of the Aggregate Investor Interest (or, with respect to any remedy,
trust or power that does not relate to all Series, 50% of the aggregate unpaid
principal amount of the Investor Certificates of all Series to which such
remedy, trust or power relates) shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee; provided, however,
-------- -------
that, subject to Section 11.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee being advised by counsel determines
that the action so directed may not lawfully be taken, or if the Trustee in good
faith shall, by a Responsible Officer or Responsible Officers of the Trustee,
determine that the proceedings so directed would be illegal or involve it in
personal liability or be unduly prejudicial to the rights of Certificateholders
not parties to such direction; and provided further that nothing in this
-------- -------
Agreement shall impair the right of the Trustee to take any action deemed proper
by the Trustee and which is not inconsistent with such direction of such Holders
of Investor Certificates.
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Section 11.15 Representations and Warranties of Trustee. The Trustee
-----------------------------------------
represents and warrants that:
(i) The Trustee is a trust company organized, existing and in
good standing under the laws of New York;
(ii) The Trustee has full power, authority and right to execute,
deliver and perform this Agreement, and has taken all necessary action to
authorize the execution, delivery and performance by it of this Agreement;
and
(iii) This Agreement has been duly executed and delivered by
the Trustee.
Section 11.16 Maintenance of Office or Agency. The Trustee will
-------------------------------
maintain at its expense in the Borough of Manhattan, the City of New York an
office or offices or agency or agencies where notices and demands to or upon the
Trustee in respect of the Certificates and this Agreement may be served. The
Trustee initially appoints its Corporate Trust Office as its office for such
purposes in New York. The Trustee will give prompt written notice to the
Servicer and to Certificateholders (or in the case of Bearer Certificates, in
the manner provided in the related Supplement) of any change in the location of
the Certificate Register or any such office or agency.
[End of Article XI]
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ARTICLE XII
TERMINATION
Section 12.01 Termination of Trust.
--------------------
(a) The respective obligations and responsibilities of the Seller,
the Servicer and the Trustee created hereby (other than the obligation of the
Trustee to make payments to Certificate holders as hereafter set forth) shall
terminate, except with respect to the duties described in Section 11.05 and
subsections 2.04(c) and 12.03(b), on the Trust Termination Date; provided,
--------
however, that the Trust shall not terminate on the date specified in clause (i)
- -------
of the definition of "Trust Termination Date" if each of the Servicer and the
Holder of the Exchangeable Seller Certificate notify the Trustee in writing, not
later than 5 Business Days preceding such date, that they desire that the Trust
not terminate on such date, which notice (such notice, a "Trust Extension")
shall specify the date on which the Trust shall terminate (such date, the
"Extended Trust Termination Date"); provided, however, that the Extended Trust
Termination date shall be not later than June 30, 2031. The Servicer and the
Holder of the Seller Certificate may, on any date following the Trust Extension,
so long as no Series of Certificates is outstanding, deliver a notice in writing
to the Trustee changing the Extended Trust Termination Date.
(b) In the event that (i) the Trust has not terminated by the last
Distribution Date occurring in the second month preceding the Trust Termination
Date, and (ii) the Investor Interest of any Series (after giving effect to all
transfers, withdrawals, deposits and drawings to occur on such date and the
payment of principal on any Series of Certificates to be made on the related
Distribution Date during such month pursuant to Article IV) would be greater
than zero, the Servicer shall sell within 30 days after such Transfer Date all
the Receivables. The Seller shall have the right of first refusal to purchase
the Receivables on terms equivalent to the best purchase offer as determined by
the Trustee. The proceeds of any such sale shall be treated as Collections on
the Receivables and shall be allocated and deposited in accordance with Article
IV; provided, however, that the Trustee shall determine conclusively the amount
-------- -------
of such proceeds which are allocable to Finance Charge Receivables and the
amount of such proceeds which are allocable to Principal Receivables. During
such period, the Servicer shall continue to collect payments on the Receivables
and allocate and deposit such payments in accordance with the provisions of
Article IV.
Section 12.02 Optional Purchase and Final Termination Date of
-----------------------------------------------
Investor Certificates of any Series. (a) If so provided in any Supplement, the
- -----------------------------------
Seller may, but shall not be obligated to, cause a final distribution to be made
in respect of the related Series of Certificates on a Distribution Date
specified in such Supplement by depositing into the Collection Account or the
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applicable Series Account, not later than the Transfer Date preceding such
Distribution Date, for application in accordance with Article IV, the amount
specified in such Supplement; provided, however, that if the short-term deposits
-------- -------
or long-term unsecured debt obligations of the Seller (or, if neither such
deposits nor such obligations of the Seller are rated by Moody's, then the
short-term deposits or long-term unsecured debt obligations of the holding
company of the Seller as long as such holding company is The Chase Manhattan
Corporation) are not rated at the time of such purchase of Receivables at least
P-3 or Baa-3, respectively, by Moody's, no such event shall occur unless the
Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee
that such deposit into the Collection Account or any Series Account as provided
in the related Supplement would not constitute a fraudulent conveyance of the
Seller.
(b) The amount deposited pursuant to subsection 12.02(a) shall be
paid to the Investor Certificateholders of the related Series pursuant to
Article IV on the related Distribution Date following the date of such deposit.
All Certificates of a Series which are purchased by the Seller pursuant to
subsection 12.02(a) shall be delivered by the Seller upon such purchase to, and
be canceled by, the Transfer Agent and Registrar and be disposed of in a manner
satisfactory to the Trustee and the Seller. The Investor Interest of each Series
which is purchased by the Seller pursuant to subsection 12.02(a) shall, for the
purpose of the definition of "Seller Interest", be deemed to be equal to zero on
the Distribution Date following the making of the deposit, and the Seller
Interest shall thereupon be deemed to have been increased by the Investor
Interest of such Series.
Section 12.03 Final Payment with Respect to any Series.
----------------------------------------
(a) Written notice of any termination, specifying the Distribution
Date upon which the Investor Certificateholders of any Series may surrender
their Certificates for payment of the final distribution with respect to such
Series and cancellation, shall be given (subject to at least 2 days' prior
notice from the Servicer to the Trustee) by the Trustee to Investor Certificate-
holders of such Series mailed not later than the fifth day of the month of such
final distribution (or in the manner provided by the Supplement relating to such
Series) specifying (a) the Distribution Date (which shall be the Distribution
Date in the month (x) in which the deposit is made pursuant to Section 2.04(e),
9.02, 10.02, or, if applicable, subsection 12.02(a) of the Agreement or such
other section as may be specified in the related Supplement, or (y) in which the
related Series Termination Date occurs) upon which final payment of such
Investor Certificates will be made upon presentation and surrender of such
Investor Certificates at the office or offices therein designated, (which, in
the case of Bearer Certificates, shall be outside the United States), (b) the
amount of any such final payment and (c) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Investor
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Certificates at the office or offices therein specified. The Servicer's notice
to the Trustee in accordance with the preceding sentence shall be accompanied by
an Officers' Certificate setting forth the information specified in Article V of
the Agreement covering the period during the then current calendar year through
the date of such notice and setting forth the date of such final distribution.
The Trustee shall give such notice to the Transfer Agent and Registrar and the
Paying Agent at the time such notice is given to such Investor
Certificateholders.
(b) Notwithstanding the termination of the Trust pursuant to
subsection 12.01(a) or the occurrence of the Series Termination Date with
respect to any Series, all funds then on deposit in the Collection Account or
any Series Account shall continue to be held in trust for the benefit of the
Certificateholders of the related Series and the Paying Agent or the Trustee
shall pay such funds to the Certificateholders of the related Series upon
surrender of their Certificates (which surrenders and payments, in the case of
Bearer Certificates, shall be made only outside the United States). In the
event that all of the Investor Certificateholders of any Series shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned notice, the Trustee shall give a second written
notice (or in the case of Bearer Certificates, publication notice) to the
remaining Investor Certificateholders of such Series upon receipt of the
appropriate records from the Transfer Agent and Registrar to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one and one-half years after the second notice with respect
to a Series, all the Investor Certificates of such Series shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining Investor
Certificateholders of such Series concerning surrender of their Certificates,
and the cost thereof shall be paid out of the funds in the Collection Account or
any Series Account held for the benefit of such Investor Certificateholders.
The Trustee and the Paying Agent shall pay to the Seller upon request any monies
held by them for the payment of principal or interest which remains unclaimed
for two years. After payment to the Seller, Investor Certificateholders
entitled to the money must look to the Seller for payment as general creditors
unless an applicable abandoned property law designates another Person.
(c) All Certificates surrendered for payment of the final
distribution with respect to such Certificates and cancellation shall be
canceled by the Transfer Agent and Registrar and be disposed of in a manner
satisfactory to the Trustee and the Seller.
Section 12.04 Seller's Termination Rights. Upon the termination
---------------------------
of the Trust pursuant to Section 12.01 of the Agreement and the surrender of the
Exchangeable Seller Certificate, the Trustee shall return to the Holder of the
Exchangeable Seller
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certificate (without recourse, representation or warranty) all right, title and
interest of the Trust in the Receivables, whether then existing or thereafter
created, all moneys due or to become due with respect thereto and all proceeds
thereof and Insurance Proceeds relating thereto, Recoveries relating thereto,
and the Interchange attributed allocable to the Trust pursuant to Section
2.05(k) except for amounts held by the Trustee pursuant to subsection 12.03(b)
of the Agreement. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be reasonably
requested by the Seller to vest in the Seller all right, title and interest
which the trust had in the Receivables.
[End of Article XII]
107
<PAGE>
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Amendment. (a) (i) This Agreement may be amended
---------
from time to time by the Servicer, the Seller and the Trustee, without the
consent of any holder of any outstanding Certificate, to cure any ambiguity, to
correct or supplement any provisions herein which may be inconsistent with any
other provisions herein, to add any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement; provided, however, that such action shall not
-------- -------
adversely affect in any material respect the interests of any Investor
Certificateholder. The Trustee may request an Officer's Certificate and/or an
Opinion of Counsel on these matters, prior to executing an amendment. The
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's rights, duties or immunities under this Agreement or
otherwise.
(ii) This Agreement may be amended from time to time by the Seller,
the Servicer and the Trustee, with the consent of the Trustee (and the
Enhancement Provider, if so provided in the related Supplement) and without the
consent of the Certificate holders, to (A) provide for the transfer by the
Seller of its interest in and to all or part of the Accounts in accordance with
the provisions of Section 7.02 hereof, (B) provide for the purchase of Principal
Receivables by the Trust at a price which is less than 100% of the outstanding
balance thereof, and to provide thereafter for the treatment of Collections of
Principal Receivables, in an amount up to the aggregate amount by which the
purchase price of Principal Receivables sold thereafter is less than 100%, as
Collections of Finance Charge Receivables, (C) provide for fees which are
treated as Principal Receivables to be recharacterized as Finance Charge
Receivables, (D) to amend the reallocation provisions of Section 4.02(b) and
Section 4.04 of the Supplement for the initial Series issued hereunder to
accomplish the intention expressed in 4.04(b), or (E) to facilitate the addition
of Automatic Additional Accounts on a daily basis; provided, however, that any
-------- -------
such action shall not adversely affect in any material respect the interests of
the Certificateholders; further provided that the Servicer and the Trustee shall
have received notice from the Rating Agency that such amendment pursuant to this
Section 13.01 (a)(ii) will not result in the reduction or withdrawal of its
then-existing rating of the Certificates of any Series.
(b) This Agreement and any Supplement may also be amended from time
to time by the Servicer, the Seller and the Trustee with the consent of the
Holders 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 (and, to the extent provided in any supplement, with
the consent of the related Enhancement Provider, which consent shall not be
unreasonably withheld) for the purpose of adding any
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<PAGE>
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of holders of any Series
then issued and outstanding (provided, however, that the right of any Credit
Enhancer to consent pursuant to any Supplement to any such amendment shall be
limited to matters involving (i) the provisions of this Agreement which affect
such Credit Enhancer, (ii) the provisions of the related Supplement, and (iii)
the rights of holders of the related Series); provided, however, that no such
-------- -------
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate without
the consent of each Investor Certificateholder of such Series, (ii) change the
definition of or the manner of calculating the Undivided Interest of any
Investor Certificateholder of such Series without the consent of each Investor
Certificateholder of such Series or (iii) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of each Investor
Certificateholder of all Series adversely affected (and, to the extent provided
in any Supplement, with the consent of the related Enhancement Provider, which
consent shall not be unreasonably withheld).
(c) Notwithstanding anything in this Section 13.01 to the contrary
the Series Supplement with respect to any Series may be amended on the items and
in accordance with the procedures provided in such Series Supplement.
(d) Promptly after the execution of any amendment the Trustee shall
furnish such amendment to any related Enhancement Provider and to the Rating
Agency; provided, however, that the Trustee shall furnish a copy of each such
-------- -------
amendment pursuant to subsection 13.01(a)(ii) to the Rating Agency prior to the
execution of such amendment.
(e) It shall not be necessary for the consent of Investor
Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Investor Certificateholders
shall be subject to such reasonable requirements as the Trustee may prescribe.
Section 13.02 Protection of Right, Title and Interest to Trust.
------------------------------------------------
(a) The Servicer shall cause this Agreement, all amendments hereto
and/or all financing statements and continuation statements and any other
necessary documents covering the Certificateholders and, the Trustee's right,
title and interest to the Trust to be promptly recorded, registered and filed,
and at all times to be kept recorded, registered and filed, all in such manner
and in such places as may be required by law fully to preserve and protect the
right, title and interest of the Certificateholders or the Trustee, as the case
may be, hereunder to all property
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<PAGE>
comprising the Trust. The Servicer shall deliver to the Trustee file-stamped
copies of, or filing receipts for, any document recorded, registered or filed as
provided above, as soon as available following such recording, registration or
filing. The Seller shall cooperate fully with the Servicer in connection with
the obligations set forth above and will execute any and all documents
reasonably required to fulfill the intent of this subsection 13.02(a).
(b) Within 30 days after the Seller makes any change in its name,
identity or corporate structure which would make any financing statement or
continuation statement filed in accordance with paragraph (a) above materially
misleading within the meaning of Section 9-402(7) of the UCC as in effect in the
State of Delaware, the Seller shall give the Trustee notice of any such change
and shall file such financing statements or amendments as may be necessary to
continue the perfection of the Trust's security interest in the Receivables and
the proceeds thereof.
(c) Each of the Seller and the Servicer will give the Trustee prompt
written notice of any relocation of any office from which it services
Receivables or keeps records concerning the Receivables (including the
establishment of any office from which it services the Receivables or keeps
records concerning the Receivables) or of its principal executive office and
whether, as a result of such relocation, the applicable provisions of the UCC
would require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall file such
financing statements or amendments as may be necessary to continue the
perfection of the Trust's security interest in the Receivables and the proceeds
thereof. Each of the Seller and the Servicer will at all times maintain each
office from which it services Receivables and its principal executive office
within the United States of America.
(d) The Servicer will deliver to the Trustee: (i) upon the execution
and delivery of each amendment of Articles I, II, III or IV hereto (or, with
respect to Article IV, as incorporated in the related Supplement; provided,
--------
however, that the adoption of a Supplement pursuant to Section 6.09 of the
- -------
Agreement which supplements or modifies Article IV for a particular new Series
shall not be considered an amendment), other than amendments pursuant to
subsection 13.01(a), and upon each date that any Additional Accounts or
Automatic Additional Accounts are to be included in the Accounts pursuant to
Section 2.06 hereof, an Opinion of Counsel substantially in the form of Exhibit
F; and (ii) on or before March 31 of each year, beginning with March 31, 1992 an
Opinion of Counsel, substantially in the form of Exhibit G.
Section 13.03 Limitation on Rights of Certificate holders.
-------------------------------------------
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor
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shall such death or incapacity entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
(b) No Certificateholder shall have any right to vote (except with
respect to the Investor Certificateholders as provided in Section 13.01 hereof)
or in any manner otherwise control the operation and management of the Trust, or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the term of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Certificateholder previously shall have given to the Trustee, and unless the
Holders of Certificates evidencing Undivided Interests aggregating more than 50%
of the Investor Interest of any Series which may be adversely affected but for
the institution of such suit, action or proceeding, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Certificateholders shall
have the right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Certificateholders of any other of the Certificates, or to
obtain or seek to obtain priority over or preference to any other such
Certificateholder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 13.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 13.04 GOVERNING LAW. THIS AGREEMENT 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.
111
<PAGE>
Section 13.05 Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
to (a) in the case of the Seller and the Servicer, to Chase USA, 802 Delaware
Avenue, Wilmington, Delaware 19801, Attention: President, (b) in the case of the
Trustee, Yasuda Bank and Trust Company U.S.A.), One World Trade Center, Suite
8833, New York, New York 10048, Attention: Corporate Trust Office and (c) in the
case of the Enhancement Provider for a particular Series, the address, if any,
specified in the Supplement relating to such Series; or, as to each party, at
such other address as shall be designated by such party in a written notice to
each other party. Unless otherwise provided with respect to any Series in the
related Supplement any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register or, with
respect to any notice required or permitted to be made to the Holders of Bearer
Certificates, by publication in the manner provided in the related Supplement.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice. Any notice required to be delivered
hereunder to Certificateholders, any report delivered by Servicer or independent
certified public accountants under Article III, any amendment or supplement
delivered pursuant to Section 13.01, and any opinion delivered hereunder shall
be given by first class mail, postage prepaid, to Moody's at Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: ABS
Monitoring Department, 4th Floor or with respect to any other Rating Agency, the
address supplied by such Rating Agency in writing to the Servicer. The Seller
and the Servicer, as the case may be, shall provide 60 days prior written notice
to the Investor Certificateholders of any sale of Accounts pursuant to Section
7.02(b) or any transfer of Servicing pursuant to Section 8.02(b) or 8.05.
Section 13.06 Severability of Provisions. If any one or more of
--------------------------
the covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or rights of the Certificateholders thereof.
Section 13.07 Assignment. Notwithstanding anything to the
----------
contrary contained herein, except as provided in Section 8.02, this Agreement
may not be assigned by the Servicer without the prior consent of Holders of
Investor Certificates evidencing Undivided Interests aggregating not less than
66 2/3% of the Investor Interest of each Series on a Series by Series basis.
112
<PAGE>
Section 13.08 Certificates Non-Assessable and Fully Paid. It is the
------------------------------------------
intention of the parties to this Agreement that the Certificateholders shall not
be personally liable for obligations of the Trust, that the Undivided Interests
represented by the Certificates shall be non-assessable for any losses or
expenses of the Trust or for any reason whatsoever, and that Certificates upon
authentication thereof by the Trustee pursuant to Sections 2.01 and 6.02 are and
shall be deemed fully paid.
Section 13.09 Further Assurances. The Seller and the Servicer
------------------
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the Trustee more
fully to effect the purposes of this Agreement, including, without limitation,
the execution of any financing statements or continuation statements relating to
the Receivables for filing under the provisions of the UCC of any applicable
jurisdiction.
Section 13.10 No Waiver: Cumulative Remedies. No failure to
------------------------------
exercise and no delay in exercising, on the part of the Trustee, any Enhancement
Provider or the Investor Certificateholders, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.
Section 13.11 Counterparts. This Agreement may be executed in
------------
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
Section 13.12 Third-Party Beneficiaries. This Agreement will inure
-------------------------
to the benefit of and be binding upon the parties hereto, the Certificateholders
and, to the extent provided in the related Supplement, to the Enhancement
Provider named therein, and their respective successor and permitted assigns.
Except as otherwise provided in this Article XIII, no other Person will have any
right or obligation hereunder.
Section 13.13 Actions by Certificateholders.
-----------------------------
(a) Wherever in this Agreement a provision is made that an action may
be taken or a notice, demand or instruction given by Investor
Certificateholders, such action, notice or instruction may be taken or given by
any Investor Certificateholder, unless such provision requires a specific
percentage of Investor Certificateholders.
(b) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall
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<PAGE>
bind such Certificateholder and every subsequent holder of such Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof in respect of anything done or omitted to be done by the Trustee or
the Servicer in reliance thereon, whether or not notation of such action is made
upon such Certificate.
Section 13.14 Rule 144A Information. For as long as any of the
---------------------
Investor Certificates of any Series or any Class are "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act of 1933 each of
the Seller, the Servicer, the Trustee and the Enhancement Provider for such
Series agree to cooperate with each other to provide to any Investor
Certificateholders of such Series or Class and to any prospective purchaser of
Certificates designated by such an Investor Certificateholder upon the request
of such Investor Certificateholder or prospective purchaser, any information
required to be provided to such holder or prospective purchaser to satisfy the
condition set forth in Rule 144A(d)(4) under the Act.
Section 13.15 Merger and Integration. Except as specifically
----------------------
stated otherwise herein, this Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.
Section 13.16 Headings. The headings herein are for purposes of
--------
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.
[End of Article XIII]
114
<PAGE>
IN WITNESS WHEREOF, the Seller the Servicer and the Trustee have caused
this Agreement to be duly executed by their respective officers as of the day
and year first above written.
THE CHASE MANHATTAN BANK (USA),
Seller and Servicer
By: /s/ Keith Schuck
----------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.)
By: /s/ Anthony Bocchino
----------------------------
Name: Anthony Bocchino
Title: Vice President
<PAGE>
EXHIBIT A
---------
FORM OF SELLER CERTIFICATE
--------------------------
No. 1 One Unit
CHASE MANHATTAN CREDIT CARD MASTER TRUST
EXCHANGEABLE SELLER CERTIFICATE
THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE
AGREEMENT REFERRED TO HEREIN. A COPY OF THE AGREEMENT WILL BE FURNISHED TO THE
HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST.
This Certificate represents Seller Interest in
----------------------------------------------
Chase Manhattan Credit Card Master Trust
----------------------------------------
Evidencing an interest in a trust, the Corpus of which consists of a portfolio
of VISA and MasterCard/1/ credit card receivables generated or to be generated
_
by The Chase Manhattan Bank (USA).
(Not an interest in or an obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
This certifies that THE CHASE MANHATTAN BANK (USA) (the "Holder") is
the registered owner of an undivided interest in Chase Manhattan Credit Card
Master Trust (the "Trust") not represented by any Series of Investor
Certificates issued pursuant to the Pooling and Servicing Agreement dated as of
June 1, 1991 and the Series 1991-1 Supplement or any other Series Supplement
(the "Agreement", such term to include any Series Supplement thereto). The
corpus of the Trust (a) as of June 1, 1991 consists of (i) a portfolio of
receivables (the "Receivables") (other than Receivables in Additional Accounts
or Automatic Additional Accounts) then existing or thereafter created under
selected VISA and MasterCard credit card accounts (the "Accounts") of The Chase
Manhattan Bank (USA) (the "Seller"), a banking corporation organized under the
laws of the State Delaware, (ii) all monies due or to become due with respect
thereto in payment of the Receivables (including all Finance Charge
Receivables), (iii) all proceeds of such Receivables (iv) Insurance Proceeds
relating to the Receivables, (v) Recoveries relating to the Receivables, (vi)
Interchange allocable to the Trust pursuant to subsection 2.05(k) of the
Agreement and proceeds thereof, (vii) all monies on deposit in the Collection
Account, and (b) will from time to time consist of (viii) the Series Accounts
maintained for the benefit of the Certificateholders of any Series of Investor
Certificates,
- ----------
/1/ VISA and MasterCard are registered trademarks of VISA USA, Inc. and of
_
MasterCard International Incorporated, respectively.
<PAGE>
(ix) any Enhancement and all monies available under any Enhancement, to be
provided for any Series of Certificates for payment to the Certificateholders of
such Series (including, without limiting the generality of the foregoing, the
funds and securities on deposit in an account (the "Cash Collateral Account")
for the benefit of the holders of the Investor Certificates issued on the
Initial Closing Date) shall constitute the assets of the Trust (collectively,
the "Trust Assets").
Although a summary of certain provisions of the Agreement is set forth
below, this Certificate does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests rights, benefits obligations, proceed and duties evidenced hereby. A
copy of the Agreement, may be requested from the Trustee by writing to the
Trustee at One World Trade Center, Suite 8833, New York, NY 10048; Attention:
Corporate Trust Department. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This 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 Holder by
virtue of the acceptance hereof assents and by which the Holder is bound.
THE AGREEMENT AND THE CERTIFICATES CREATED THEREUNDER SMALL 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.
This Certificate has not been registered or qualified under the
Securities Act of 1933, as amended, or any state securities law. No sale,
transfer or other disposition of this Certificate shall be permitted other than
in accordance with the provisions of Sections 6.03 or 6.09 of the Agreements.
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods, services and cash advances and of Finance Charge
Receivables which arise generally from Periodic Finance Charges and other fees
and charges, as more fully specified in the Agreement.
This Certificate is the Exchangeable Seller Certificate (the
"Certificate"), which represents an interest in the Trust, including the right
to receive the Collections and other amounts at the times and in the amounts
specified in the Agreement to be paid to the Holder of the Exchangeable Seller
Certificate. The aggregate interest represented by this Certificate, at any
time in the Receivables in the Trust shall not exceed the Seller Interest at
such time. In addition to this Certificate, Investor Certificates will be
issued to investors from time to time pursuant to the Agreement, each of which
will represent the interests of Investor Certificateholders of a specific Series
in the Trust. This Certificate shall not represent any interest in
A-2
<PAGE>
the Collection Account, any Series Account, or any Enhancement. The Seller
Interest on any date of determination will generally be an amount equal to the
aggregate amount of Principal Receivables at the end of the day immediately
prior to such date of determination minus the Aggregate Investor Interest at the
-----
end of such day.
This Certificate does not represent an obligation of, or any 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 government agency. This Certificate is limited right
of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
Subject to prior termination of the Trust, the Agreement, the
obligations created by the Agreement and the Trust shall terminate on the
earlier to occur of (i) the day after the Distribution Date with respect to any
Series following the date on which funds shall have been deposited in the
Collection Account or the applicable Series Account for the payment of Investor
Certificateholders of each Series then issued and outstanding sufficient to pay
the Aggregate Investor Interest plus interest accrued at the applicable
Certificate Rate through the end of the related Interest Accrual Period prior to
the Distribution Date with respect to each such Series in full (unless a Trust
Extension shall have occurred pursuant to Section 12.01 of the Agreement), (ii)
if a Trust Extension shall have occurred, the Extended Trust Termination Date,
and (iii) June 30, 2031. Upon the termination of the Trust pursuant to Section
12.01 of the Agreement, the Trustee shall assign and convey to the Holder of the
Seller Certificate (without recourse, representation or warranty) all right,
title and interest of the Trust in the Receivables, whether then existing or
thereafter created, and all proceeds thereof and Insurance Proceeds and
Recoveries relating thereto and interchange allocable to the Trust pursuant to
subsection 2.05(k) of the Pooling and Servicing Agreement and the proceeds
thereof. The Trustee shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be reasonably requested by
the Holder of the Seller Certificate to vest in such Holder all right, title and
interest which the Trustee had in the Receivables.
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-3
<PAGE>
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA), has caused this
Certificate to be duly executed by its duly authorized officers
THE CHASE MANHATTAN BANK (USA)
By:___________________________
Dated: June 20, 1991
A-4
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is the Seller Certificate referred to in the within
mentioned Pooling and Servicing Agreement.
Yasuda Bank and Trust Company (U.S.A)
By:___________________________________
Authorized Officer
A-5
<PAGE>
EXHIBIT B
---------
FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS OR
-----------------------------------------------------------
AUTOMATIC ADDITIONAL ACCOUNTS
-----------------------------
ASSIGNMENT No. ___OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of
___________, ____ by and between THE CHASE MANHATTAN BANK (USA), a Delaware
banking corporation (the "Transferror"), to Yasuda Bank and Trust Company
(U.S.A.), a New York trust company (the "Trustee") pursuant to the Pooling and
Servicing Agreement referred to below.
W I T N E S E T H:
- - - - - - - - -
WHEREAS, the Transferror and the Trustee are parties to the Pooling
and Servicing Agreement, dated as of June 1, 1991 (hereinafter as such agreement
may have been, or may from time to time be, amended, supplemented or otherwise
modified the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the
Transferror wishes to designate [Additional Accounts] [Automatic Additional
Accounts] of the Transferror to be included as Accounts and to convey the
Receivables of such [Additional Accounts] [Automatic Additional Accounts],
whether now existing or hereinafter created, to the Trust as part of the corpus
of the Trust (as each such term is defined in the Pooling and Servicing
Agreement); and
WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, the Transferror and the Trustee hereby agree as
follows:
1. Defined Terms. All terms defined in the Pooling and Servicing
-------------
Agreement and used herein shall have such defined meanings when used herein
unless otherwise defined herein.
["Addition Date" shall mean, with respect to the Additional
-------------
Accounts designated hereby, _______________, ____.
["Addition Notice-Date" shall mean, with respect to the
--------------------
Additional Accounts designated hereby, __________ (which shall be a date on
or prior to the fifth Business Day with respect to Accounts added pursuant
to Section 2.06(a) and prior to the twentieth Business Day pursuant to
Section 2.06(b)(i) prior to the Addition Date.]
<PAGE>
["Automatic Addition Cut Off Date" shall mean, with respect to
--------------------------------
each Automatic Additional Account designated hereby, the close of business
on __________.]
["Automatic Addition Date," shall mean, with respect to each
-----------------------
Automatic Additional Account designated hereby, __________].
2. Designation of Automatic Additional Accounts. The Transferror
--------------------------------------------
shall deliver to the Trustee not later than five Business Days after the
[Automatic] Addition Date, a computer file or microfiche list containing a true
and complete list of each VISA and MasterCard account which as of the
[Automatic] Addition Date, shall be deemed to be an [Automatic] Additional
Account, such accounts being identified by account number as of the close of
business on the Addition Date by including in such computer file or microfiche
list the code "_____" with respect to the first addition of Accounts; "_____"
with respect to the second addition of Accounts, and so on in sequence, in the
dependent number field. Such list shall be marked as Schedule 1 to this
Agreement and, as of the [Automatic] Addition Date, shall be incorporated into
and made a part of this Assignment.
3. Deposits into the Collection Account
------------------------------------
(a) Not later than the second Business Day following the
completion of each Billing Cycle in which the [Addition Date] [Automatic
Addition Date] occurs, the Servicer shall deposit into the Collection
Account any amounts received from the Obligors relating to the [Automatic]
Additional Accounts to which such Billing Cycle relates during such Billing
Cycle to the extent not so deposited pursuant to subsection 3(b) below and
Article IV of the Agreement.
(b) On or before the second Business Day following the end of
each Billing Cycle which occurs during the 30-days immediately following
such [Addition Date] [Automatic Addition Date], the Seller shall deposit
into the Collection Account an amount equal to, with respect to Receivables
in the [Additional Accounts] [Automatic Additional Accounts] in each
Billing-Cycle in which the [Addition Date] [Automatic Addition Date]
occurs, the Collections of Finance Charge Receivables and Principal
Receivables processed on each Date of Processing from and including the
first Date of Processing in such Billing Cycle through and including the
Date of Processing immediately preceding the [Addition Date] [Automatic
Addition Date].
4. Conveyance of Receivables.
-------------------------
(a) The Transferror does hereby transfer, assign, set-over and
otherwise convey to the Trust for the benefit of the Certificateholders,
without recourse on and after the
B-2
<PAGE>
[Addition Date] Automatic Addition Date], all right, title and interest of
the Transferror in and to (i) the Receivables now existing and hereafter
created in the [Additional Accounts] [Automatic Additional Accounts]
designated hereby, (ii) all monies due or to become due with respect
thereto (including all Finance Charge Receivables), (iii) all proceeds of
such Receivables, (iv) Insurance Proceeds relating to the Receivables, (v)
Recoveries relating to such Receivables and (vi) Interchange allocated to
the Trust pursuant to Subsection 2.05(k) of the Pooling and Servicing
Agreement.
(b) In connection with such transfer, the Transferror agrees to
record and file, at its own expense, a financing statement with respect to
the Receivables now existing and hereafter created in the [Additional
Accounts] [Automatic Additional Accounts] designated hereby (which may be a
single financing statement with respect to all such Receivables) for the
transfer of accounts as defined in Section 9-106 of the UCC as in effect in
the State of Delaware meeting the requirements of applicable state law in
such manner and such jurisdictions as are necessary to perfect the
assignment of such Receivables to the Trust, and to deliver a file-stamped
copy of such financing statement or other evidence of such filing (which
may, for purposes of this Section 4, consist of telephone confirmation of
such filing) to the Trustee on or prior to the date of this Assignment.
(c) In connection with such transfer, the Transferror further
agrees, at its own expense, on or prior to the date of this Assignment to
indicate in its computer files by including in such computer file or
microfiche list the code "_____" with respect to the first addition of
Accounts, "_____" with respect to the second addition of Accounts, and so
on in sequence, in the dependent number field that Receivables created in
connection with the [Automatic] Additional Accounts designated hereby have
been transferred to the Trust pursuant to this Assignment for the benefit
of the Certificateholders.
5. Acceptance by Trustee The Trustee hereby acknowledges its
---------------------
acceptance on behalf of the Trust of all right, title and interest previously
held by the Transferror in and to (i) the Receivables now existing and hereafter
created in the [Additional Accounts] [Automatic Additional Accounts] designated
hereby, (ii) all monies due or to become due with respect thereto (including all
Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv)
Insurance Proceeds relating to the Receivables, (v) Recoveries relating to such
Receivables and (vi) interchange allocated to the Trust pursuant to Subsection
2.05(k) of the Pooling and Servicing Agreement, and declares that it shall
maintain such right, title and interest, upon the trust herein set forth, for
the benefit of all Certificateholders.
B-3
<PAGE>
6. Representations and Warranties of the Transferror. The
-------------------------------------------------
Transferror hereby represents and warrants to the Trust as of the [Addition
Date] [Automatic Addition Date]:
(a) Legal Valid and Binding Obligation. This Assignment
----------------------------------
constitutes a legal, valid and binding obligation of the Transferror
enforceable against the Transferror in accordance with its terms, except
(A) as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect affecting the enforcement of creditors' rights in
general and the rights of creditors of Delaware banking, (B) as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity) (C) subject to the
nonenforceability of provisions indemnifying a party against liability
where such indemnification is contrary to public policy, (D) subject to the
effect of judicial decisions which have held that certain covenants and
provisions of agreements are unenforceable where (y) the breach of such
covenants or provisions imposes restrictions or burdens where it cannot be
demonstrated that such breach is a material breach of a material covenant
or provisions, or (z) the creditors enforcement of such covenants or
provisions under the circumstances would violate the creditor's implied
covenant of good faith and fair dealing, and (E) subject to the
unenforceability of provisions herein to the effect that the failure to
exercise or delay in exercising rights or remedies will not operate as a
waiver of any such rights or remedies, or to the effect that provisions
therein may only be waived in writing to the extent that an oral agreement
modifying such provisions has been entered into.
(b) Eligibility of Accounts. Each [Additional Account]
-----------------------
[Automatic Additional Account] designated hereby is, as of the end of the
related Billing Cycle immediately preceding the [Addition Date] [Automatic
Addition Date], an [Eligible Additional Account] [Eligible Automatic
Additional Account].
(c) Selection Procedures. [No selection procedures believed by
--------------------
the Transferor to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Additional Accounts
designated hereby from the available Eligible Additional Accounts owned by
the Transferror.] [The Automatic Additional Accounts were selected in the
manner provided in Subsection 2.06(b)(ii) of the Pooling and Servicing
Agreement.]
(d) Insolvency. As of the [Addition Date] [Automatic Addition
----------
Date], the Transferor is not insolvent and, after giving effect to the
conveyance set forth in Section 4 of this Assignment, will not be
insolvent.
B-4
<PAGE>
(e) Security Interest. This Assignment constitutes either (i) a valid
-----------------
transfer and assignment to the Trust of all right, title and interest of
the Transferror in and to Receivables now existing and hereafter created in
the [Automatic] Additional Accounts designated hereby, and all proceeds (as
defined in the UCC as in effect in the State of Delaware) of such
Receivables and Insurance Proceeds and Recoveries relating thereto, and
such Receivables and any proceeds thereof and Insurance Proceeds, relating
thereto, and Recoveries and the Interchange allocable to the Trust pursuant
to Section 2.05(k) will be held by the Trust free and clear of any Lien of
any Person claiming through or under Transferror or any of its Affiliates
except for (x) Liens permitted under subsection 2.05(b) of the Pooling and
Servicing Agreement and subject to Section 9.306 of the UCC in effect in
the States of New York or Delaware whichever is applicable, (y) the
interest of the Holder of the Seller Certificate and (z) the Transferror's
right to interest accruing on, and investment earnings in respect of, the
Collection Account, the Retention Account or any Series Account as provided
in the Pooling and Servicing Agreement; or (ii) it constitutes a grant of a
security interest (as defined in the UCC as in effect in the State of
Delaware) in such property to the Trust, which is enforceable with respect
to the existing Receivables of the Additional Accounts [Automatic]
Additional Accounts designated hereby, the proceeds (as defined in the UCC
an in effect in the State of Delaware) in such property to the Trust, which
is enforceable with respect to the existing Receivables of the [Automatic]
Additional Accounts designated hereby the proceeds (as defined in the UCC
as in effect in the State of Delaware) thereof and Insurance Proceeds
relating thereto upon the conveyance of such Receivables to the Trust, and
which will be enforceable with respect to the Receivables thereafter
created in respect of Additional Accounts [Automatic Additional Accounts]
designated hereby, the proceeds (as defined in the UCC as in effect in the
State of Delaware) thereof and Insurance Proceeds relating thereto,
Recoveries and Interchange allocable to the Trust pursuant to subsection
2.05(k) of the Pooling and Servicing Agreement upon such creation; and
(iii) if this Assignment constitutes the grant of a security interest to
the Trust in such property, upon the filing of a financing statement
described in Section 4 of this Assignment with respect to the Additional
Accounts [Automatic Additional Accounts] designated hereby and, in the case
of Receivables hereafter created in such [Automatic] Additional Accounts
and the proceeds (as defined in the UCC as in effect in the State of
Delaware) thereof, Insurance Proceeds relating to such Receivables,
Recoveries and Interchange allocated to the-Trust pursuant to subsection
2.05(k) of the Pooling and Servicing Agreement, upon such creation, the
Trust shall have a first priority perfected security interest in such
B-5
<PAGE>
property, except for Liens permitted under subsection 2.05(b) of the
Pooling and Servicing Agreement or as provided in Section 9-306 of the UCC
as in effect in the States of New York and Delaware whichever is
applicable.
7. Conditions Precedent. The acceptance of the Trustee set forth in
--------------------
Section 5 and the amendment of the Pooling and Servicing Agreement set forth in
Section 8 are subject to the satisfaction, on or prior to the Addition Date
[Automatic Addition Date], of the following conditions precedent:
(a) Officer's Certificate The Transferror shall have delivered to
---------------------
the Trustee a certificate of a Vice President or more senior officer,
certifying that (i) all requirements set forth in Section 2.06 of the
Pooling and Servicing Agreement for designating Additional Accounts
[Automatic Additional Accounts] and conveying the Principal Receivables of
such Accounts, whether now existing or hereafter created, have been
satisfied and (ii) each of the representations and warranties made by the
Transferror in Section 6 is true and correct as of the Addition Date
[Automatic Addition Date]. The Trustee may conclusively rely on such
Officer Certificate, shall have no duty to make inquiries with regard to
the matters set forth therein, and shall incur no liability in so relying.
(b) Opinion of Counsel. The Transferror shall have delivered
------------------
to the Trustee an Opinion of Counsel with respect to the Additional
Accounts [Automatic Additional Accounts] designated hereby substantially in
the form of Exhibit F to the Pooling and Servicing Agreement.
(c) Additional Information. The Transferror shall have delivered
----------------------
to the Trustee such information as was reasonably requested by the Trustee
to satisfy itself as to the accuracy of the representation and warranty set
forth in subsection 6(d) to this Agreement.
(d) Notice of Addition of Accounts. The Transferror (i) shall
------------------------------
have provided the Rating Agency, the Servicer and the Enhancement Provider,
if so provided in the Supplement with respect to any Series, with the
notice specified provided in subsections 2.06(c)(i) of the Pooling and
Servicing Agreement, at the time specified therein.
8. Amendment of the Pooling and Servicing Agreement. The Pooling
------------------------------------------------
and Servicing Agreement is hereby amended to provide that all references therein
to the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall
be deemed from and after the Addition Date to be a dual reference to the Pooling
and Servicing Agreement as supplemented by this Assignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to
B-6
<PAGE>
be, and shall remain, in full force and effect in accordance with its terms and
except as expressly provided herein shall not constitute or be deemed to
constitute a waiver of compliance with or a consent to noncompliance with any
term or provision of the Pooling and Servicing Agreements.
9. Counterparts. This Assignment may be executed in two or more
------------
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
-------------
WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.
IN WITNESS WHEREOF, the undersigned have caused this Assignment of
Receivables in Additional Accounts to be duly executed and delivered by their
respective duly authorized officers on the day and year first above written.
THE CHASE MANHATTAN BANK (USA)
By:____________________________
Name:
Title:
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
By:____________________________
Name:
Title:
B-7
<PAGE>
Schedule 1
to Assignment of
Receivables in
Additional Accounts
-------------------
ADDITIONAL ACCOUNTS
-------------------
[Deemed Incorporated]
B-8
<PAGE>
EXHIBIT C
---------
FORM OF MONTHLY SERVICER'S CERTIFICATE
--------------------------------------
THE CHASE MANHATTAN BANK (USA)
----------------------------------------
Chase Manhattan Credit Card Master Trust, Series ___
----------------------------------------
For the ___________ Determination Date
For the _____________ Monthly Period
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1, 1991 (the "Pooling and Servicing
Agreement") by and between Chase and Yasuda Bank and Trust Company (U.S.A.), as
Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement; provided, that
--------
the "preceding Monthly Period" shall mean the Monthly Period immediately
preceding the calendar month in which this Certificate is delivered. This
Certificate is delivered pursuant to subsection 3.04(b) of the Pooling and
Servicing Agreement. References herein to certain sections and subsections
are references to the respective sections and subsections of the Pooling
and Servicing Agreement, as amended by the applicable Series Supplement.
2. Chase is Servicer under the Pooling and Servicing Agreement.
3. The undersigned is a Servicing Officer.
4. The date of this Certificate is __________, 199__ which is a
Determination Date under the Pooling and Servicing Agreement.
5. The aggregate amount of Collections processed during the Billing
Cycles ending during the preceding Monthly Period (equal to 5(a) plus 5(b))
was equal
to..................................................$________
(a) The aggregate amount of Collections of Finance Charge
Receivables collected during the preceding Monthly Period (the "Collections
of Finance Charge
<PAGE>
Receivables") was equal to ........................$________
(b) The aggregate amount of Collections of Principal Receivables
collected during the preceding Monthly Period (the "Collections of
Principal Receivables") was equal to................$________
(c) The aggregate amount of Collections deemed to be Collections
of Finance Charge Receivables pursuant to subsection 4.02(b)(i) during the
preceding Monthly Period (the "Estimated Collections of Billed Finance
Charge
Receivables") was equal to.........................$________
(d) The aggregate amount of Collections deemed to be Principal
Receivables pursuant to subsection 4.02(b)(i) during the preceding Monthly
Period (the "Estimated Collections of Billed Principal Receivables") was
equal to............................................$________
6. The aggregate amount of Receivables as of the end
of the last day of the applicable Billing Cycle which ended
during the preceding Monthly Period was equal......$________
7. The aggregate amount of Interchange to be
deposited to the Collection Account on the next succeeding
Transfer Date is equal to..........................$________
8. Attached hereto is a true and correct copy of the
statements required to be delivered by the Servicer on the
date of this Certificate to the Paying Agent pursuant to
Article V.
9. To the knowledge of the undersigned, there are no
Liens on any Receivables in the Trust except as described
below:
[If applicable, insert "None".]
10. The amount by which the Aggregate Principal Receivables exceeds
the Aggregate Principal Receivables required to be maintained pursuant to
the Pooling and Servicing Agreement, is equal to....$________
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this ____ day of ___________, _____.
THE CHASE MANHATTAN BANK (USA)
Servicer
By:____________________________
Name:
Title:
C-2
<PAGE>
Schedule - to Monthly
Servicer's Certificate/*/
---------------------- -
THE CHASE MANHATTAN BANK (USA)
----------------------------------------
Chase Manhattan Credit Card Master Trust, Series ___
----------------------------------------
For the ___________ Determination Date
For the _____________ Monthly Period
1. The aggregate amount of Collections processed during the Billing
Cycles ending during the preceding Monthly Period (equal to 1(a) plus 1(b))
was equal to .......................................$________
(a) The aggregate amount of Collections of Finance Charge
Receivables collected during the preceding Monthly Period (the "Collections
of Finance Charge Receivables") allocated to Series _____ was equal
to..................................................$________
(b) The aggregate amount of Collections of Principal Receivables
collected during the preceding Monthly Period (the "Collections of
Principal Receivables") allocated to Series _____ was equal
to..................................................$________
(c) The aggregate amount of Collections of deemed to be
Collections of Finance Charge Receivables pursuant to subsection 4.02(b)(i)
during the preceding Monthly Period relating to Series ___ (the "Estimated
Collections of Billed Finance Charge Receivables") was equal
to .................................................$________
(d) The aggregate amount of Collections deemed to be Principal
Receivables pursuant to subsection 4.02(b)(i) during the preceding Monthly
Period relating to Series (the "Estimated Collections of Billed Principal
Receivables") was equal to .........................$________
2. The aggregate amount of funds on deposit in the [Collection
Account applicable to Series _____] [Collection Subaccount with respect to
Series _____] [Series Account with respect to Series _____] with respect to
Collections processed during Billing Cycles which ended during the
/*/ A separate schedule is to be attached for each Series, with appropriate
- ---
changes to reflect the specifics of the related Series Supplement.
C-3
<PAGE>
preceding Monthly Period, and applicable to Series as of the end of the
last day of the preceding Monthly Period was equal
to .................................................$________
3. (a) Collections of Finance Charge Receivables allocated to
Series _____ minus Collections of Estimated Collected Finance Charge
Receivables (1(c)-l(a)) (the "Aggregate Allocation Adjustment Amount") was
equal to ...........................................$________
(b) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period for
which the Collected Finance Charge Receivables were less than the Billed
Finance Charge Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made during the
preceding Monthly Period) was equal to..............$________
*(a) The aggregate amount of funds on deposit in the [Finance
Charge Account] with respect to Collections of Finance Charge Receivables
processed during Billing Cycles which ended during the proceeding Monthly
Period and allocated to Series _____ as of the end of Monthly Period, was
equal to ...........................................$________
*(b) The aggregate amount of the Allocation Adjustment Amount
for each Billing Cycle which ended during the preceding Monthly Period for
which the Collected Finance Charge Receivables were greater than the Billed
Finance Charge Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made during the
preceding Monthly Period), relating to Series ___ was equal
to .................................................$________
(d) The aggregate amount of funds which will be on deposit in the
[Finance Charge Account] on the Transfer Date relating to Series following
this Determination Date, after giving effect to the payments and transfers
in Items 3(b) and 3(c), will be $__________ (3(a)-3(b)+3(c)).
4. (a) The aggregate amount of funds on deposit in the
[Principal Account] with respect to Collections processed during Billing
Cycles which ended during the preceding Monthly Period and allocated to
Series ____ as of the end of the last day of the preceding Monthly Period
was equal to........................................$________
(b) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period relating
to Series for which the Collected Finance Charge Receivables were less than
the Billed Finance Charge Receivables (other than Billing Cycles in respect
of which transfers of the Allocation Adjustment Amount were made during the
preceding Monthly Period)
C-4
<PAGE>
relating to Series ______, was equal to $_______, [of which $________]
[none of which] will be withdrawn from the [Finance Charge Account] and
deposited to the [Principal Account].
(c) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period for
which the Collected Finance Charge Receivables were greater than the Billed
Finance Charge Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made during the
preceding Monthly Period) relating to Series _____ was equal to $______,
[of which $__________] [none of which] will be withdrawn from the
[Principal Account] and deposited to the [Finance Charge Account].
(d) 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 4(b) and 4(c),
will be $___________ (4(&)+4(b)-4(c)).
5. The aggregate amount of funds on deposit in the Retention
Subaccount relating to Series as of the end of the last day of the
preceding Monthly Period was equal to ..............$________
6. The aggregate amount of [drawings] [withdrawals] [payments]
required to be made under the [Letter of Credit] [Cash Collateral Account]
[other form of Enhancement] pursuant to Section or on the Date in the
current calendar month is equal to..................$________
7. (a) The aggregate amount of Interchange to be deposited to the
Collection Account and allocated to Series on the [next succeeding Transfer
Date] is equal to...................................$________
(b) The amount of earnings (net of losses and investment
expenses) on funds on deposit in the Principal Funding Account to be
transferred from the Principal Funding Account to the [Finance Charge
Account] on the [next succeeding Transfer Date] in equal
to..................................................$________
8. The sum of all amounts payable to the Investor Certificateholders
of Series _____ on the Distribution Date in the current Monthly Period is
equal to:
Payable in respect of
principal _____________ ...............$________
Payable in respect of
interest ______________ ...............$________
Total ....................................$________
C-5
<PAGE>
9. [No Series Pay Out Event or Trust Pay out Event has occurred.] [The
following [Series Pay Out Event] [Trust Pay Out Event] has occurred:
________________________________.]
C-6
<PAGE>
EXHIBIT D
---------
FORM OF ANNUAL SERVICERS CERTIFICATE
------------------------------------
THE CHASE MANHATTAN BANK (USA)
----------------------------------------
Chase Manhattan Credit Card Trust 199_-_
----------------------------------------
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as.of June 1, 1991 (the "Pooling and Servicing
Agreement") by and between Chase and Yasuda Bank and Trust Company (U.S.A.), as
trustee (the "Trustee"), does hereby certify that:
1. Chase is Servicer under the Pooling and Servicing Agreement.
2. The undersigned is duly authorized pursuant to the Pooling and
Servicing Agreement to execute and deliver this Certificate to the Trustee.
3. This Certificate is delivered pursuant to Section 3.05 of the
Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during [the period from
the Closing Date until] [the calendar year ended] December 31, 199_. was
conducted under my supervision.
5. Based on such review, the Servicer has, to the best of my
knowledge, fully performed all its obligations under the Pooling and
Servicing Agreement throughout such [period] [calendar year] and no default
in the performance of such obligations has occurred or is continuing except
as set forth in paragraph 6 below.
6. The following is a description of each default in the performance
of the Servicer's obligations under the provisions of the Pooling and
Servicing Agreement including any Supplement known to me to have been made
during [such period] [the calendar year ended __________, _____] which sets
forth in detail (i) the nature of each such defaults (ii) the action taken
by the Servicer, if any, to remedy each such default and (iii) the current
status of each such default:
[If applicable, insert "None."]
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ________ day of ________, _____.
_________________________
Name:
Title:
D-2
<PAGE>
EXHIBIT E
---------
Form of Series Supplement
- --------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK (USA)
Seller and Servicer
and
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
on behalf of the Series Certificateholders
-----------------------------------------
SERIES 199___-___ SUPPLEMENT
Dated as of _________, 199__
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
-----------------------------------------
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 199___ - ___
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1. Designation....................................... E-2
SECTION 2. Definitions....................................... E-2
SECTION 3. Minimum Seller Interest and Minimum
Aggregate Principal Receivables................... E-6
SECTION 4. Reassignment and Transfer Terms................... E-6
SECTION 5. Delivery and Payment for the Series
199___-___ Certificates........................... E-7
SECTION 6. Depositary; Form of Delivery of
Series 199___-___Certificates..................... E-7
SECTION 7. Enhancement....................................... E-7
SECTION 8. Article IV of Agreement........................... E-7
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS........... E-7
SECTION 4.02A Rights of Investor Certificateholders............. E-7
SECTION 9. Series 199___-___ Pay Out Events.................. E-8
SECTION 10. Series 199___-___ Termination..................... E-9
SECTION 11. Ratification and Reaffirmation of
Pooling and Servicing Agreements.................. E-10
SECTION 12. Ratification and Reaffirmation of
Representations and Warranties.................... E-10
SECTION 13. Specification of Certain Rights and
Obligations....................................... E-11
SECTION 14. No Subordination.................................. E-11
SECTION 15. Counterparts...................................... E-11
SECTION 16. Additional Covenants of the Seller................ E-11
SECTION 17. Governing Law..................................... E-11
SECTION 18. Notices........................................... E-11
E-i
<PAGE>
SERIES 199___-___ SUPPLEMENT, dated as of June 1991 (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 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 199___-
___ Certificates and no other Series of Certificates issued by the Trust.
SECTION 1. Designation. The Certificates authorized hereby shall be
-----------
designated generally as the Series 199___-___ Certificates.
SECTION 2. Definitions.
-----------
"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.
"Agent" shall have the meaning specified in subsection 4.09(f).
-----
"Amortization Period" shall mean __________.
-------------------
"Base Rate" shall mean, with respect to any Monthly Period, ___%.
---------
"Certificate Rate" shall mean, with respect to the Series 199___-
----------------
___Certificates, ___% per annum [calculated on the basis of a 3 year consisting
of twelve 30-day months].
"Closing Date" shall mean 199___-___.
------------
["Controlled Amortization Amount" shall mean $_______].
------------------------------
<PAGE>
["Controlled Amortization Period" shall mean an amortization period
------------------------------
___________.]
["Controlled Distribution Amount" shall have the meaning specified in
------------------------------
___________________________.]
["Controlled Excess Amount" shall have the meaning specified in
------------------------
____________________.]
["Deficiency Amount" shall have the meaning specified in subsection
-----------------
____________.]
["Deficit Controlled Amortization Amount" shall initially mean zero
--------------------------------------
and shall change as provided in subsection _______________.]
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
"Distribution Date" shall mean _______________ 1___, 199___ and the
-----------------
fifteenth day of each calendar month thereafter, or, if such fifteenth day is
not a Business Day, the next succeeding Business Day.
"Enhancement" shall mean ____________________.
-----------
"Enhancement Provider" shall mean __________.
--------------------
"Excess Amount" shall have the meaning specified in
-------------
subsection _____.
"Excess Spread" shall have the meaning specified in _____ hereof.
-------------
"Initial Investor Interest" shall mean $_____________.
-------------------------
"Interest Accrual Period" shall mean ____________________.
-----------------------
"Investor Charge Off" shall have the meaning specified in __________.
-------------------
"Investor Default Amount" shall mean, with respect to any Receivable
-----------------------
in a Defaulted Account, an amount equal to the product of (a) the Default Amount
and (b) the Investor Percentage on the day such Account became a Defaulted
Account.
"Investor Interest" shall mean, on any date of determination, an
-----------------
amount equal _______________________.
["Investor Percentage" shall mean, on any date of determination:
--------------------
E-2
<PAGE>
(a) when used with respect to Principal Receivables during the
Revolving Period, the percentage equivalent of a fraction, the numerator of
which shall be the Investor Interest at the close of business on the
Distribution Date immediately preceding such date of determination (or,
with respect to the first Monthly Period, the Initial Investor Interest)
and the denominator of which shall be the Aggregate Principal Receivables
determined as of the close of business on the Distribution Date immediately
preceding such date of determination (or with respect to the first Monthly
Period, the Aggregate Principal Receivables determined as of the Closing
Date);
(b) when used with respect to Principal Receivables during the
Controlled Amortization Period and the Rapid Amortization Period, the
percentage equivalent of a fraction the numerator of which shall be the
Investor Interest at the end of the last day of the Revolving Period and
the denominator of which shall be the greater of (i) Aggregate Principal
Receivables determined as of the close of business on the last day of the
Revolving Period (minus, if the Seller designates Receivables for deletion
-----
and removal pursuant to subsection 2.07, the aggregate amount of Principal
Receivables in such Removed Accounts determined as of the close of business
on the last day of the Revolving Period) and (ii) the sum of the numerators
used to calculate the investor percentage with respect to Principal
Receivables on such date of determination; and
(c) when used with respect to Finance Charge Receivables and
Receivables in Defaulted Accounts, the percentage equivalent of a fraction
the numerator of which shall be the Investor Interest at the close of
business on the Distribution Date immediately preceding such date of
determination (or with respect to the first Monthly Period, the Initial
Investor Interest) and the denominator of which shall be the Aggregate
Principal Receivables determined as of the close of business on the
Distribution Date immediately preceding such date of determination (or,
with respect to the first Monthly Period, the Aggregate Principal
Receivables determined as of the Closing Date); and
(d) in no event shall the Investor Percentage be greater than 100%.]
"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.
"Pay out Commencement Date" shall mean, with respect to the Series
-------------------------
199___-___ Certificates, the date on which a Trust Pay Out Event is deemed to
occur pursuant to Section 9.01 of the
E-3
<PAGE>
Agreement or a Series Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"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) the Investor Percentage used with respect to Principal Receivables 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 199___-___ 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 Yield" shall mean, with respect to Series 199___-___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
collections of Finance Charge Receivables, if any, deposited in the Finance
Charge Account pursuant to Article IV and allocable to the Investor Interest
during each Billing Cycle which ended during such Monthly Period and (ii)
Interchange allocable to the Investor Interest to the extent deposited in the
Finance Charge Account on the Transfer Date following such Monthly Period, such
sum to be calculated on a cash basis after subtracting an amount equal to the
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.
"Rapid Amortization Period" shall mean an Amortization Period
-------------------------
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (i) date of termination of the Trust pursuant to Section 12.01 or (ii) the
Series Termination Date.
"Rating Agency" shall mean, with respect to the Series 199___-___
-------------
Certificates.
"Required Retention Percentage shall mean [3% during the Revolving
------------------
Period and shall mean 5% during an Amortization Period].
"Retention Percentage shall mean, with respect to any date of
--------------------
determination, the numerical equivalent of a fraction, the numerator of which is
equal to the Pool Amount for such date of determination less the Aggregate
Investor Interest on such date of determination, and the denominator of which is
the Pool Amount for such date of determination.
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of or the Pay Out Commencement
Date.
E-4
<PAGE>
"Scheduled Series 199___-___Termination Date" shall mean __________.
-------------------------------------------
"Series 199___-___" shall mean the Series represented by the Series 199___-___
-----------------
Investor Certificates.
"Series 199___-___ Certificateholder" shall mean the holder of record
-----------------------------------
of any Series 199___-___. Investor Certificate.
"Series 199___-___ Final Termination Date" shall mean __________.
----------------------------------------
"Series 199___-___ Pay Out Event" shall have the meaning specified in
-------------------------------
Section 9 hereof.
"Series 199___-___ Termination Date" shall mean the earlier to occur
----------------------------------
of (i) the day after the Distribution Date on which the Series 199___-
___Certificates are paid in full; (ii) the Scheduled Series 199___-
___Termination Date (unless extended pursuant to Section 7 or this Supplement);
or (iii) the Series
199 Final Termination Date.
"Series Servicing Fee Percentage" shall mean __________.
-------------------------------
SECTION 3. Minimum Seller Interest and Minimum Aggregate Principal
-------------------------------------------------------
Receivables. The Minimum Seller Interest applicable to the Series 199___-___
- -----------
Certificates shall be _____%. The Minimum Aggregate Principal Receivables shall
be the greater of (i) $_____ and (ii) the sum of the initial investor interests
of all Series then outstanding or, if any Series calculates the investor
percentage with respect to Principal Receivables by means of a numerator based
other than on the initial investor interests of such Series, then at least equal
to the sum of the initial investor interests of each Series then outstanding
which calculates such investor percentage on the basis of initial investor
interest plus, for each other Series then outstanding, the then current
numerator used to calculate the invested percentage with respect to Principal
Receivables for such Series. Upon final payment of the Series 199___-
___Certificates, the Minimum Aggregate Principal Receivables shall be computed
in a manner consistent with the Agreement or any future Supplement, as
appropriate.
[SECTION 4. Reassignment and Transfer Terms. Series 199___-____ 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 $_____________. The deposit required in
connection with any such repurchase shall be equal to the Investor Interest plus
accrued and unpaid interest on the
E-5
<PAGE>
Series 199_-____ Certificates through the Record Date preceding the Distribution
Date on which the repurchase occurs.]
SECTION 5. Delivery and Payment for the Series 199___-___
----------------------------------------------
Certificates. The Trustee shall deliver the Series 199___-___Certificates when
- ------------
authenticated in accordance with Section 6.02 of the Agreement.
SECTION 6. Depositary: Form of Delivery of Series 199___-
----------------------------------------------
___Certificates. [(a) The Certificates shall be delivered as Book-Entry
- ---------------
Certificates as provided in Section 6.01 of the Agreement.]
[(b) The Depositary for Series 199_-____ shall be the Depositary
Trust Company, and the 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 199___-___ Investor Certificates having Undivided Interests
aggregating specified percentage, such direction or consent may be given by
Certificate Owners having interests in the requisite percentage of Investor
Certificates, acting through the Clearing Agency and the Clearing Agency
Participants.]
SECTION 7. Enhancement. Enhancement for the Series 199___-___
-----------
Certificates shall be __________.
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 199___-___ 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 199_-____ Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A Rights of Investor Certificateholders. The Investor
-------------------------------------
Certificates of Series 199___-___ 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 Investor 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, (b) funds on
deposit in the Collection Account
E-6
<PAGE>
allocable to the Series 199___-___ Certificates, (the Finance Charge Account,
the Principal Account, the Distribution Account and the Retention Subaccount
with respect to the Series 199___-___Certificates (the "Series 199___-___
Retention Subaccount"), and (c) [_____] (the "Series 199___-___
Certificateholders Interest"). The Exchangeable Seller Certificate and any
other Series of Investor Certificates outstanding shall represent the ownership
interest in the remainder of the Trust Assets not allocated pursuant to this
Supplement to the Series 199___-___ Certificateholders' Interest; provided,
--------
however, such interest shall not represent any interest in [the Series 199___-
- -------
___ Retention Subaccount or in the Enhancement], except as specifically provided
in this Article IV.
[THE REMAINDER OF ARTICLE IV AND ARTICLE V WILL BE SPECIFIED IN THE SUPPLEMENT
WITH RESPECT TO EACH SERIES]
SECTION 9. Series 199___-___ Pay Out Events. If any one of the
--------------------------------
following events shall occur during either the Revolving Period or the
Controlled Amortization Period with respect to the Series 199___-___
Certificates:
(a) failure on the part of the Seller (i) to make any payment or
deposit required by the terms of this Agreement, or 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
this Agreement, which failure has a material adverse effect on the Series
199___-___ Certificateholders (which determination shall be made without
regard to whether any funds are on deposit in the Cash Collateral Account)
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 Holders of Series 199___-___ Certificates evidencing
Undivided Interests aggregating no less than 50% of the Investor Interest
of this Series 199___-___ and continues to affect materially and adversely
the interests of the Series 199_-____ Certificateholders for such period;
(b) any representation or warranty made by the Seller in the
Agreement including this Series 199___-___ 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 Holders of
E-7
<PAGE>
the Series 199___-___ Certificates evidencing Undivided Interests
aggregating less than 50% of the Investor Interest of this Series 199___-
___, and (ii) as a result of which the interests of the Series 199___-___
Certificateholders are materially and adversely affect (which determination
shall be made without regard to whether any funds are on deposit in the
Cash Collateral Account) and continue to be materially and adversely
affected for such period; provided, however, that a Series 199___-___ 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 for such period;]
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 199___-___ Certificates;
[Other Series Pay Out Events may be specified in a Supplement.]
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 199.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 199___-___
Pay-Out Event") has occurred as of the date of such notice, and in the case of
any event described in subparagraphs (c) or (d), a Series 199___-___ Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Series 199___-___ Certificateholders immediately upon the occurrence of
such event.
SECTION 10. Series 199___-___ Termination.
-----------------------------
[In the event that the final distribution of principal and interest
with respect to the Series 199___-___ Investor Certificates has not occurred
before the Distribution Date occurring in the second month preceding the month
of the Scheduled Series 199_-____ Termination Date (the "Extension Date"), the
right of Series 199___-___ Certificateholders to receive payments from the Trust
may, by vote of the Holders of Series 199___-___ Certificates evidencing
Undivided Interests
E-8
<PAGE>
aggregating not less than 66 2/3% of the Investor Interest of this Series prior
to the Transfer Date in the month immediately preceding the month in which the
Scheduled Series 199___-___ Termination Date occurs, be extended until the
earlier of (i) the day which is one year after the Scheduled Series 199___-___
Termination 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 Certificate Interest accrued through the
Record Date preceding such Distribution Date (the "Final Series 199___-___
Termination Date"), The Trustee shall notify the Series 199___-___
Certificateholders, by notice given by first-class mail to such Investor
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 199_-____ Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
199_-____ Certificateholders to receive payments from the Trust until the Final
Series 199___-___ Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 199___-___
Termination Date occurs, the right of the Series 199___-___Certificateholders to
receive payment from the Trust will terminate on the Scheduled Series 199___-
___Termination Date; (ii) the right to [withdraw funds from the Cash Collateral
Account] [make draws on or receive funds from the Enhancement] will terminate on
the Scheduled Series 199___-___Termination Date and the [Cash Collateral
Account] [Enhancement] will thereafter be unavailable to make payments on the
Series 199___-___ Certificates, in the event that the period during which the
Series 199___-___ Certificateholders are entitled to receive payments from the
Trust is extended; and (iii) (unless the Rating Agency notifies the Trustee to
the contrary prior to such Record Date) that the rating assigned to the Investor
Certificates by the Rating Agency will be withdrawn on the Scheduled Series
199___-___ Termination Date. In the event that the Series 199___-___ Investor
Certificateholders vote to extend the right of the Series 199___-___
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 this Agreement shall be deemed to no longer include
any references to the Enhancement or the Enhancement Provider.]
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
----------------------------------------- -------------
Agreements. 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
- ----------
[and Servicer] hereby ratifies and reaffirms its representations, warranties and
E-9
<PAGE>
covenants of the Seller contained in the Agreement in Sections 2.03, 2.04 and
2.05 with respect to the Seller [and Section 3.03 with respect to Servicer]. [A
Series Supplement-may vary the scope of the representation to be delivered.]
SECTION 13. Specification of Certain Rights and Obligations. [To be
-----------------------------------------------
specified in each Series Supplement.]
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 Investor Certificates evidencing Undivided Interests
aggregating not less than 100% of the Investor Interest and (b) 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 (2) 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 199___-___ Certificateholders to
the rights of the Holders of any other Series.] [A Series Supplement may
provide for subordination.]
SECTION 15. 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 16. Additional Covenants of the Seller. (To be specified in
----------------------------------
each Series Supplement.]
SECTION 17. 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 18. Notices. [To be specified in each Series Supplement.]
-------
[ADDITIONAL PROVISIONS AS PROVIDED
IN SECTION 6.09(c) TO BE SPECIFIED]
E-10
<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).
Seller and Servicer
By:______________________________
Name:
Title:
Trustee
By:______________________________
Name:
Title:
E-11
<PAGE>
EXHIBIT F
FORM OF OPINION OF COUNSEL REGARDING
ADDITIONAL ACCOUNTS AND AUTOMATIC ADDITIONAL ACCOUNTS
-----------------------------------------------------
PROVISIONS TO BE INCLUDED IN
OPINION OF COUNSEL TO BE
DELIVERED PURSUANT TO
SUBSECTION 2.06(c)(vi) OF THE
POOLING AND SERVICING AGREEMENT
-------------------------------
The opinions set forth below may be subject to certain qualifications,
assumptions, limitations and exceptions taken or made in the opinion of Sellers
counsel with respect to similar matters delivered on the Closing Date.
1. The Assignment has been duly authorized, executed and delivered by
the Seller and constitutes the legal, valid and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms.
2. If the Assignment does not constitute a sale of the receivables in
[Additional Accounts] [Automatic Additional Accounts] (the "Receivables"), (A)
the Assignment creates security interest (as defined in the UCC) in favor of the
Trustee, (B) the security interest created under the Assignment by conveyance of
the Receivables and in the proceeds thereof (as defined in Section 9-306 of the
UCC), is a first priority perfected security interest in and against such
Receivables and the proceeds and (C) changes under the Pooling and Servicing
Agreement in the percentage of the Receivables and the proceeds thereof securing
the Investor Certificates will not affect the said perfection and priority.
In connection with the opinion set forth in paragraph 3 relating to
the priority of security interests, we express no opinion as to the priority of
any security interest over (i) any lien, claim or other interest that arises by
operation of law and does not require any filing with the Secretary of State of
the State in order to take priority over any security interest which is
perfected by filing with the Secretary of State of the State, and (ii) any claim
or lien in favor of any government or any agency or instrumentality thereof.
3. If the Assignment constitutes a sale of the Receivables, (A) the
Trustee has acquired or will, in the case of the Receivables hereafter created
acquire all right, title and interest of the Bank in and to the Receivables now
existing and hereafter created, and all proceeds thereof (as defined in Section
9-306 of the UCC), and (B) such property will be hold by the Trust free and
clear of any lien or interest of any Person
<PAGE>
claiming through or under the Bank, and the Trust the proceeds thereof free of
any lien or interest, in each case, except for (x) liens permitted under
subsection 2.05(b) of the Pooling and Servicing Agreement, (y) the interest of
the Bank as the holder of the Exchangeable Seller Certificate, and (z) the
Bank's right to receive interest accruing on, and investment earnings in respect
of the Collection Account and any Series Account as provided in the related
Supplement as provided in the Pooling and Servicing Agreement as provided in the
related Supplement.
In addition, in connection with the opinions set forth in paragraph 2
and this paragraph 3, no opinion is expressed herein with respect to the
proceeds thereof, or with respect to the perfection or priority of security
interests in the proceeds of, or Insurance Proceeds relating to, the
Receivables, except to the extent such proceeds (as defined in Section 9-306 of
the UCC) consist of amounts held by the Bank in accordance with the terms of the
Pooling and Servicing Agreement for less than ten days following receipt of such
proceeds by the Bank, and except to the extent that such proceeds consist of
either (i) amounts held in an Series Account or the Retention Account maintained
by or on behalf of the Trustee with a Qualified Institution in the name of the
Trust in accordance with the terms of the Pooling and Servicing Agreement or
(ii) Permitted Investments held by or on behalf of the Trustee in accordance
with the terms of the Pooling and Servicing Agreement as supplemented by each
Series Supplement. Further, in connection with the opinions set forth in
paragraph 2 and this paragraph 3, no opinion is expressed with respect to the
perfection or priority of security interests in the proceeds of, or Insurance
Proceeds relating to, the Receivables until such proceeds are deposited in the
Collection Account in accordance with the terms of the Pooling and Servicing
Agreement. Amounts held in the Collection Account and in any Series Account and
Permitted Investments maintained or held in accordance with the terms of the
Pooling and Servicing Agreement as supplemented by each Series Supplement are
"proceeds" of Receivables within the meaning of Section 9-306 of the UCC.
Further, in connection with the opinions set forth in paragraph 2 and
this paragraph 3, no opinion is expressed concerning the Interchange and
proceeds (as defined in Section 9-306 of the UCC) relating to Interchange. In
addition, in connection with the opinions set forth in paragraph 2 and this
paragraph 3, no opinion is expressed concerning (i) Receivables and proceeds (as
defined in Section 9-306 of the UCC) in Defaulted Accounts including Recoveries,
(ii) Receivables and proceeds thereof (as defined in Section 9-306 of the UCC)
that are reconveyed by the Trustee to the Seller pursuant to Section 2.04 of the
Pooling and Servicing Agreement, or (iii) Receivables and proceeds thereof (as
defined in Section 9-306 of the UCC) that are removed from the Trust and
thereafter reconveyed to the Trust pursuant to Section 2.04 of the Pooling and
Servicing Agreement.
F-2
<PAGE>
With respect to the opinions expressed in paragraph 2 and this
paragraph 3, we note that the effectiveness of the Financing statement will
terminate (i) unless appropriate continuation statements are filed within the
period of six months prior to the expiration of five year anniversary dates from
the date of the original filing of the Financing Statement, (ii) if the Bank
changes its name, identity or corporate structure, unless new appropriate
financing statements or amendments indicating the new name, identity or
corporate structure of the Bank are properly filed before the expiration of four
months after the Bank changes its name, identity or corporate structure, and
(iii) four months after the Bank changes its place of business or chief
executive office to a jurisdiction outside the State, unless such security
interest is perfected in such new jurisdiction with such time. Other than as
discussed in this paragraph, no action is required to maintain the perfection,
as described in paragraph 2 and this paragraph 3, of the interests of the
Trustee on behalf of the Investor Certificateholders in the Receivables (other
than Receivables in Additional Accounts and Automatic Additional Accounts) and
the proceeds thereof (as defined in Section 9-306 of the UCC).
The opinions expressed in paragraph 2 and this paragraph 3 are limited
to the interests of the Investor Certificateholders under the Pooling and
Servicing Agreement, In connection with paragraph 2 and this paragraph 3, we
express no opinion as to the interests of the Bank under the Pooling and
Servicing Agreement. The opinions expressed in paragraph 2 and this paragraph
3,are subject to the interests of the Bank arising under the Pooling and
Servicing Agreement, which interests of the Bank will not detract from the
interest and the priority of the interest held by the Trustee for the benefit of
the Investor Certificateholders.
4. Except for the Financing Statement, no other financing statement
covering any Account related to this Assignment is on file in the office of the
Secretary of State of the State (Uniform Commercial Code Division).
5. In the course of our acting as special Delaware counsel to the
Bank in connection with the matter to which this opinion relates, and without
independent investigation, under the laws of the State, we have not become aware
of any right, lien or interest which has been asserted against the Receivables
and the proceeds thereof, other than under the Assignment.
6. The transfer of the Receivables under the Assignment to the Trust
would not constitute a fraudulent conveyance of the Seller provided, that this
--------
opinion numbered 6 need not be delivered if the short-term deposits or long-term
unsecured debt obligations the Seller (or, if neither such deposits nor such
obligations of the Seller are rated by Moody's, then of the holding company of
the Seller so long as the holding
F-3
<PAGE>
company is The Chase Manhattan Corporation) are rated at the time of such
transfer at least P-3 or Baa-3, respectively, by Moody's.
F-4
<PAGE>
EXHIBIT G
---------
FORM OF ANNUAL OPINION OF COUNSEL
---------------------------------
The opinions set forth below, which are to be delivered pursuant to
subsection 13.02(d)(ii) of the Pooling and Servicing Agreement, may be subject
to certain qualifications, assumptions, limitations and exceptions taken or made
in the opinion of counsel to the Seller with respect to similar matters
delivered on the Closing Date.
1. Based solely upon a certificate of an officer of the Seller dated
as of the date of this opinion, and without independent investigation, (A) the
Seller owned the Receivables, (B) the Seller has not transferred any interest in
or caused any Lien to be imposed upon the Receivables, and (C) the Seller will
originate all Receivables subsequently created in the Accounts.
2. The financing statement is in an appropriate form for filing in
the State of Delaware (the "State") and has been duly filed in the appropriate
filing office in the State and the fees and document taxes, if any, payable in
connection with the said filing of the financing statement have been paid in
full.
3. If the Pooling and Servicing Agreement does not constitute a sale
of the Receivables, (A) the Pooling and Servicing Agreement creates a security
interest (as defined in the Uniform Commercial Code as in effect in the State)
(the "UCC") in favor of the Trustee, (B) the security interest created under the
Pooling and Servicing Agreement by the conveyance of the Receivables (other than
Receivables in Additional Accounts or Automatic Additional Accounts) and in the
proceeds thereof (as defined in Section 9-306 of the UCC), is a first priority
perfected security interest in and against such Receivables and proceeds, and
(C) changes under the Pooling and Servicing Agreement in the percentage of the
Receivables and the proceeds thereof securing the Investor Certificates will not
affect the said perfection and priority.
In connection with the opinion set forth in paragraph 3 relating to
the priority of security interests, no opinion need to be expressed as the
priority of any security interest over (i) any lien, claim or other interest
that arises by operation of law and does not require any filing with the
Secretary of State of the State in order to take priority over any security
interest which is perfected by filing with the Secretary of State of the State
and (ii) any claim or lien in favor of any government or any agency or
instrumentality thereof.
4. If the Pooling and Servicing Agreement constitutes a sale of the
Receivables, (A) the Trustee has acquired or will, in the case of the
Receivables hereafter created (other than
<PAGE>
Receivables in Additional Accounts or Automatic Additional Accounts) acquire,
all right, title and interest of the Seller in and to the Receivables now
existing and hereafter created (other than Receivables in Additional Accounts or
Automatic Additional Accounts), and all proceeds thereof (as defined in Section
9-306 of the UCC), and (B) such property will be held by the Trust free and
clear of any lien or interest of any Person claiming through or under the
Seller, and the Trust owns such Receivables and the proceeds thereof free of any
lien or interest, in each case, except for (x) liens permitted under subsection
2.05(b) of the Pooling and Servicing Agreement, (y) the interest of the Holder
of the Exchangeable Seller Certificate, and (z) the Seller's right to receive
interest accruing on, and investment earnings in respect of the Collection
Account as provided in the Pooling and Servicing Agreement or any Series Account
as provided in the related Supplement.
In addition, in connection with the opinions set forth in paragraph 3
and this paragraph 4, no opinion is expressed herein with respect to Receivables
in Additional Accounts or Automatic Additional Accounts or the proceeds thereof,
or with respect to the perfection or priority of security interests in the
proceeds of, or Insurance Proceeds relating to, the Receivables, except to the
extent such proceeds (as defined in Section 9-306 of the UCC) consist of amounts
held by the Bank in accordance with the terms of the Pooling and Servicing
Agreement for less than ten days following receipt of such proceeds by the Bank,
and except to the extent that such proceeds consist of either (i) amounts held
in Series Account or the Account maintained by or on behalf of the Trustee with
a Qualified Institution in the name of the Trust in accordance with the terms of
the Pooling and Servicing Agreement or (ii) Permitted Investments held by or on
behalf of the Trustee in accordance with the terms of the Pooling and Servicing
Agreement. Further, in connection with the opinions set forth in paragraph 3
and this paragraph 4, no opinion is expressed with respect to the perfection or
priority of security interests in the proceeds of, or Insurance Proceeds
relating to, the Receivables until such proceeds are deposited in the Collection
Account in accordance with the terms of the Pooling and Servicing Agreement.
Amounts hold in the Collection Account and in Series Account and Permitted
Investments maintained or held in accordance with the terms of the Pooling and
Servicing Agreement are "proceeds" of Receivables within the meaning of Section
9-306 of the UCC.
With respect to the opinions expressed in paragraph 3 and this
paragraph 4, such counsel may note that the effectiveness of the financing
statement will terminate (i) unless appropriate continuation statements are
filed within the period of six months prior to the expiration of five year
anniversary dates from the date of the original filing of the financing
statement, (ii) if the Seller changes its name, identity or corporate structure,
unless new appropriate financing statements or amendments indicating the new
name, identity or
G-2
<PAGE>
corporate structure of the Seller are properly filed before the expiration of
four months after the Seller changes its name, identity or corporate structure,
and (iii) four months after the Seller changes its place of business or chief
executive office to a jurisdiction outside the State, unless such security
interest is perfected in such new jurisdiction within such time. Other than as
discussed in this paragraph, no action is required to maintain the perfection,
as described in paragraph 3 and this paragraph 4, of the interests of the
Trustee on behalf of the Investor Certificateholders in the Receivables (other
than Receivables in Additional Accounts) and the proceeds thereof (as defined in
Section 9-306 of the UCC).
The opinions expressed in paragraph 3 and this paragraph 4 are limited
to the interests of the Investor Certificateholders under the Pooling and
Servicing Agreement. In connection with paragraph 3 and this paragraph 4, we
express no opinion as to the interests of the Seller or the Holder of the Seller
Certificate under the Pooling and Servicing Agreement. The opinions expressed
in paragraph 3 and this paragraph 4 are subject to the interests of the Seller
arising under the Pooling and Servicing Agreement, which interests of the Seller
will not detract from the interest and the priority of the interest held by the
Trustee for the benefit of the Investor Certificateholders.
5. Except for the financing statement referenced above, no other
financing statement covering the Accounts (other than Receivables in Additional
Accounts or Automatic Additional Accounts) or the Trustees interest in the
Accounts (other than Receivables in Additional Accounts or Automatic Additional
Accounts) is on file in the office of the Secretary of State of the State
(Uniform Commercial Code Division).
6. In the course of such counsel acting as special counsel to the
Seller in connection with the matter to which this opinion relates, and without
independent investigation, under the laws of the State, that such counsel have
not become aware of any right, lien or interest which has been asserted against
the Receivables and the proceeds thereof, other than under the Pooling and
Servicing Agreement.
Such counsel may note that they are aware of no cases directly on
point and it is, therefore, their and your understanding that the opinions
expressed in the preceding paragraph are not a prediction as to what a court
would actually hold, but opinions as to the decision a court would reach if the
issue were properly presented to it and the court followed existing precedent as
to legal principles applicable in national bank insolvencies. No opinion need
be expressed an to whether a court may temporarily restrain the exercise of the
Trust's rights to and ownership or security interests in the Receivables and
their proceeds, regardless of who has possession of the property in question.
Further such counsel may point out that delays in
G-3
<PAGE>
the exercise of the rights and interests of the Trust may occur with respect to
the Receivables and their proceeds in the possession of a Receiver or his
appointee, regardless of whether the transaction constitutes a true sale or a
secured transaction, by actions unilaterally taken by the Receiver or such
appointee.
G-4
<PAGE>
EXHIBIT H
---------
[RESERVED]
<PAGE>
EXHIBIT I
---------
FORM OF REASSIGNMENT OF RECEIVABLES
-----------------------------------
REASSIGNMENT NO. _______ OF RECEIVABLES, dated as of by and between
THE CHASE MANHATTAN BANK (USA), a Delaware banking corporation (the "Bank"), and
Yasuda Bank and Trust Company (U.S.A.), a New York Trust Company (the "Trustee")
pursuant to the Pooling and Servicing Agreement referred to below.
W I T N E S E T H:
- - - - - - - - -
WHEREAS, the Bank and the Trustee are parties to the Pooling and
Servicing Agreement, dated as of __________, 199_ (hereinafter as such agreement
may have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement, the Bank
wishes to remove all Receivables from certain designated Accounts of the Bank
(the "Removed Accounts") and to cause the Trustee to reconvey the Receivables of
such Removed Accounts, whether now existing or hereafter created, from the Trust
to the Bank (as each such term is defined in the Pooling and Servicing
Agreement); and
WHEREAS, the Trustee is willing to accept such designation and to
reconvey the Receivables in the Removed Accounts subject to the terms and
conditions hereof;
NOW THEREFORE, the Bank and the Trustee hereby agree as follows:
1. Defined Terms, All terms defined in the Pooling and Servicing
-------------
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.
"Removal Date" shall mean with respect to the Removed Accounts
-------------
designated hereby, _______________, ____.
"Removal Notice Date" shall mean, with respect to the Removed
--------------------
Accounts designated hereby, _______________, ____ (which shall be a date on
or prior to the fifth Business Day prior to the Removal Date).
2. Designation of Removed Accounts. The Bank shall deliver to the
-------------------------------
Trustee, not later than five Business Days after the Removal Date, a computer
file or microfiche list containing a true and complete list of each VISA and
MasterCard account which as of the Removal Date shall be deemed to be a Removed
Account, such accounts being identified by account number and by the aggregate
amount of Receivables in such Accounts as of the close
<PAGE>
of business on the Removal Date by including in such computer file and
microfiche list the code "____" in the dependent number field. Such list shall
be marked as Schedule 1 to this Reassignment and shall be incorporated into and
made a part of this Reassignment as of the Removal Date. Such transfer shall,
with respect to each Removed Account, be effective as of the close of business
at the end of the related Billing Cycle in which the Removal Date occurs.
3. Conveyance of Receivables.
-------------------------
(a) The Trustee does hereby transfer, assign, set-over and
otherwise convey to the Bank, without recourse on and after the Removal
Date, all right, title and interest of the Trust in and to the Receivables
now existing and hereafter created in the Removed Accounts designated
hereby, all monies due or to become due with respect thereto (including all
Finance Charge Receivables), 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 and Recoveries relating thereto.
(b) In connection with such transfer, the Trustee agrees to
execute and deliver to the Bank on or prior to the date of this
Reassignment, a termination statement with respect to the Receivables now
existing and hereafter created in the Removed Accounts designated hereby
(which may be a single termination statement with respect to all such
Receivables) evidencing the release by the Trust of its Lien on the
Receivables in the Removed Accounts, and meeting the requirements of
applicable state law, in such manner and such jurisdictions as are
necessary to remove such Lien.
4. Representations and Warranties of the Bank. The Bank hereby
------------------------------------------
represents and warrants to the Trust at of the Removal Date:
(a) Legal Valid and Binding Obligations. This Reassignment
-----------------------------------
constitutes a legal, valid and binding obligation of the Bank enforceable
against the Bank in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors rights in general and the rights of
creditors of Delaware banking associations and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).
(b) Selection Procedures. No-selection procedures believed by the
--------------------
Bank to be materially adverse to the interests of the Investor
Certificateholders or any Enhancement Provider were utilized in selecting
the Removed Accounts designated hereby.
I-2
<PAGE>
5. Conditions Precedent. The amendment of the Pooling and Servicing
--------------------
Agreement set forth in Section 6 hereof is subject to the satisfaction, on or
prior to the Removal Date, of the following conditions precedent:
(a) The Bank shall have delivered to the Trustee an Officer's
Certificate certifying that (i) as of the Removal Date, all requirements
set forth in Section 2.07 of the Pooling and Servicing Agreement for
designating Removed Accounts and reconveying the Receivables of such
Removed Accounts, whether now existing or hereafter created, have been
satisfied, and (ii) each of the representations and warranties made by the
Bank in Section 4 hereof is true and correct as of the Removal Date, The
Trustee may conclusively rely on such Officer's Certificate, shall have no
duty to make inquiries with regard to the matters set forth therein and
shall incur no liability in so relying.
(b) An Opinion of Counsel to the effect that such removal will not
adversely effect the federal income tax characterization of the Trust.
6. Amendment of the Pooling and Servicing Agreement. The Pooling and
------------------------------------------------
Servicing Agreement is hereby amended to provide that all references therein to
the "Pooling and Servicing Agreement", to "this Agreement" and "herein" shall be
deemed from and after the Removal Date to be a dual reference to the Pooling and
Servicing Agreement as supplemented by this Reassignment, Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with its terms and except an expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or a consent to
noncompliance with any term or provision of the Pooling and Servicing Agreement.
7. Counterparts. This Reassignment may be executed in two or more
------------
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
8. GOVERNING LAW. THIS AGREEMENT 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.
I-3
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Reassignment of
Receivables to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
THE CHASE MANHATTAN BANK (USA)
By:____________________________
Name:
Title:
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
By:____________________________
Name:
Title:
I-4
<PAGE>
Schedule 1 to
Reassignment
of Receivables
--------------
REMOVED ACCOUNTS
----------------
I-5
<PAGE>
Exhibit 4.2
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 1991-1 Certificateholders
_________________________________________
AMENDED AND RESTATED
SERIES 1991-1 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full the Series 1991-1
Supplement, dated June 1, 1991, to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
_________________________________________
$1,000,000,000
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1991-1
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. Designation.................................................. 1
SECTION 2. Definitions.................................................. 1
SECTION 2A. (a) Conveyance of interest in Cash Collateral Account...... 7
(b) Acknowledgement of the Trustee......................... 7
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts......................... 8
SECTION 4. Reassignment and Transfer Terms.............................. 9
SECTION 5. Delivery and Payment for the Series 1991-1 Certificates...... 9
SECTION 6. Depositary; Form of Delivery of Series 1991-1 Certificates... 9
SECTION 7. Enhancement.................................................. 9
SECTION 8. Article IV of Agreement...................................... 9
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02 Rights of Investor Certificateholders........................ 10
SECTION 4.03 Establishment of Series 1991-1 Investor Accounts............. 10
SECTION 4.04 Allocations.................................................. 12
SECTION 4.05 Defaulted Accounts........................................... 15
SECTION 4.06 Monthly Payments............................................. 15
SECTION 4.07 Payment of Certificate Interest.............................. 18
SECTION 4.08 Payment of Certificate Principal............................. 18
SECTION 4.09 Establishment of the Cash Collateral Account................. 19
SECTION 4.10 Seller's or Servicer's Failure to Make a Deposit or Payment.. 23
SECTION 4.11 Time of Deposits and Withdrawals............................. 26
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions................................................ 26
SECTION 5.02 Monthly Certificateholders' Statement........................ 27
OTHER SERIES PROVISION
SECTION 9. Series 1991-1 Pay Out Events................................. 28
SECTION 10. Series 1991-1 Termination.................................... 30
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
Agreement.................................................... 31
</TABLE>
i
<PAGE>
<TABLE>
Page
----
<S> <C>
SECTION 12. Ratification and Reaffirmation of Representations and
Warranties................................................... 31
SECTION 14 No Subordination............................................. 32
SECTION 15. Repurchase of the Series 1991-1 Certificates................. 32
SECTION 16. Counterparts................................................. 33
SECTION 17. Additional Covenants of the Seller........................... 33
SECTION 18. Monthly Servicer's Certificate............................... 34
SECTION 19. Additional Covenants of the Trustee.......................... 34
SECTION 20. Third-Party Beneficiaries.................................... 34
SECTION 21. Governing Law................................................ 34
SECTION 22. Notices ..................................................... 34
</TABLE>
EXHIBITS
- --------
EXHIBIT 1 Form of Investor Certificate
EXHIBIT 2 Form of Monthly Certificateholders' Statement
EXHIBIT 3 Form of Depositary Agreement
EXHIBIT 4 Form of Monthly Payment Instructions/Notification to Trustee
EXHIBIT 5 Form of Notification to Trustee Regarding Failure to Make a
Payment
SCHEDULES
Schedule 1 to Exhibit C with respect to the Series 1991-1 Certificates
ii
<PAGE>
AMENDED AND RESTATED SERIES 1991-1 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the Series 1991-1 Supplement, dated as of June 1, 1991,
among the parties listed in the preceding sentence.
RECITALS:
---------
1. Section 6.09(b) of the Agreement 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 1991-1
Certificates and no other Series of Certificates issued by the Trust.
SECTION 1. Designation. The Certificates authorized hereby shall be
-----------
designated generally as the Series 1991-1 Certificates.
SECTION 2. Definitions.
-----------
"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.
"Agent" shall have the meaning specified in subsection 4.09(f).
-----
"Amortization Period" shall mean the period following the Revolving Period
-------------------
which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Cash Collateral Amount" shall mean, with respect to any date of
--------------------------------
determination, the lesser of (i) the amount on deposit in the Cash Collateral
Account (exclusive of interest and earnings thereon, net of losses and expenses)
and (ii) the Required Cash Collateral Amount.
<PAGE>
"Base Rate" shall mean, with respect to any Monthly Period, 10.90%.
---------
"Cash Collateral Account" shall mean have the meaning specified in Section
-----------------------
4.09.
"Cash Collateral Account Investments" shall mean negotiable instruments or
-----------------------------------
securities represented by instruments in bearer or registered form evidencing
(a) time deposits or negotiable certificates of deposit (having original or
remaining maturities not later than the Transfer Date following the Trust's
investment therein) of the Cash Collateral Depositor; provided, that at the time
--------
of the Trust's investment or contractual commitment to invest therein, the
certificates of deposit or short-term deposits of the Cash Collateral Depositor
shall have a credit rating from Moody's and Standard & Poor's of P-1 and A-l+
and, Fitch, if it rates such certificate, respectively; or, if the Cash
Collateral Depositor shall not have such credit rating of P-1 and A-l+ from
Moody's and Standard & Poor's, respectively, then time deposits or negotiable
certificates of deposit (having original or remaining maturities not later than
the Transfer Date following the Trust's investment therein) of depository
institutions or trust companies (including the Trustee) approved by the Cash
Collateral Depositor, which depository institutions or trust companies are (i)
incorporated under the laws of the United States of America or any state thereof
(or any depositary institution or trust company incorporated under the laws of
any foreign jurisdiction that has a branch or agency located in the United
States of America) and (ii) subject to supervision and examination by federal or
state banking or depository institution authorities, and which certificates of
deposit or short-term deposits shall have a credit rating from Moody's and
Standard & Poor's of P-1 and A-l+, respectively at the time of the Trust's
investment or contractual commitment to invest therein, or (b) commercial paper
of the Cash Collateral Depositor (or of another issuer approved by the Cash
Collateral Depositor if the Cash Collateral Depositor shall not have the ratings
referred to below) (having original or remaining maturities not later than the
Transfer Date following the Trust's investment therein) having, at the time of
the Trust's investment or contractual commitment to invest therein, a credit
rating from Moody's and Standard & Poor's of P-1 and A-l+, respectively. Cash
Collateral Account Investments may also include other investments approved in
writing by the Agent and the Seller which the Rating Agency indicates in writing
will not result in a reduction or withdrawal in its rating of the Series 1991-1
Certificates.
"Cash Collateral Account Surplus" shall mean, as of any date of
-------------------------------
determination, the amount, if any, by which the amount on deposit in the Cash
Collateral Account exceeds the Required Cash Collateral Amount.
"Cash Collateral Depositor" shall mean the bank or banks which are parties
-------------------------
to the Loan Agreement on the Closing Date, such
2
<PAGE>
bank or banks to be selected by the Seller on or prior to the Closing Date to
make the deposit of the Initial Cash Collateral Amount in the Cash Collateral
Account on the Closing Date, any successor thereto appointed as provided in the
Loan Agreement and any assignee as provided in the Loan Agreement.
"Certificate Rate" shall mean, with respect to the Series 1991-1
----------------
Certificates, 8.75% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months.
"Closing Date" shall mean June 20, 1991.
------------
"Controlled Amortization Amount" shall mean $83,333,334.
------------------------------
"Controlled Amortization Period" shall mean an amortization period
------------------------------
commencing with the December 1995 Monthly Period and continuing to, but not
including, a Pay Out Commencement Date or to, and including, (i) the date of
termination of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
date of termination of the Series 1991-1 Certificates pursuant to Section 10 of
this Series Supplement.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(ii).
"Controlled Excess Amount" shall have the meaning specified in subsection
------------------------
4.04(d)(ii).
"Deficiency Amount" shall have the meaning specified in subsection 4.06(a).
-----------------
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(ii).
"Definitive Certificates" shall have the meaning specified in Section 6.11.
-----------------------
"Distribution Account" shall have the meaning specified in subsection
--------------------
4.03(b).
"Distribution Date" shall mean August 15, 1991 and the fifteenth day of
-----------------
each calendar month thereafter, or, if such fifteenth day is not a Business Day,
the next succeeding Business Day.
"Enhancement" shall mean the funds and securities on deposit in the Cash
-----------
Collateral Account (exclusive of interest and earnings thereon net of losses and
expenses), up to the Available Cash Collateral Amount and the rights, if any, of
the Trust under the Loan Agreement.
"Enhancement Provider" shall mean the Cash Collateral Depositor.
--------------------
3
<PAGE>
"Eurodollar Business Day" means any day excluding (i) Saturday and Sunday
-----------------------
and (ii) any day on which banks in New York City are authorized by law or other
governmental action to close, which is also a day for trading by and between
banks in U.S. Dollar deposits in the London interbank Eurodollar market.
"Excess Amount" shall have the meaning specified in subsection 4.04(c)(ii).
-------------
"Excess Spread" shall have the meaning specified in Section 4.06(g) hereof.
-------------
"Finance Charge Account" shall have the meaning specified in Section 4.03.
----------------------
"Initial Cash Collateral Amount" shall mean $110,000,000.
------------------------------
"Initial Investor Interest" shall mean $1,000,000,000.
-------------------------
"Interest Accrual Period" shall mean each Monthly Period.
-----------------------
"Investor Charge Off" shall have the meaning specified in Section 4.05.
-------------------
"Investor Default Amount" shall mean, with respect to any Receivable in a
-----------------------
Defaulted Account, an amount equal to the product of (a) the Default Amount and
(b) the Investor Percentage on the day such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an amount
-----------------
equal to (a) the Initial Investor Interest, minus (b) the aggregate amount of
-----
payments of Certificate Principal paid to the Investor Certificateholders
pursuant to Section 4.08 prior to such date of determination minus (c) the
-----
excess, if any, of the aggregate amount of Investor Charge Offs over Investor
----
Charge Offs reimbursed pursuant to subsection 4.06(e) prior to such date of
determination.
"Investor Percentage" shall mean, on any date of determination:
-------------------
(a) when used with respect to Principal Receivables during the Revolving
Period, the percentage equivalent of a fraction, the numerator of which shall be
the Investor Interest at the close of business on the last day of the preceding
Monthly Period (or, with respect to the first Monthly Period, the Initial
Investor Interest) and the denominator of which shall be the Aggregate Principal
Receivables determined as of such day (or with respect to the first Monthly
Period, the Aggregate Principal Receivables determined as of the Closing Date);
(b) when used with respect to Principal Receivables during the Controlled
Amortization Period and the Rapid Amortization Period, the percentage equivalent
of a fraction the numerator of
4
<PAGE>
which shall be the Investor Interest at the end of the last day of the Revolving
Period and the denominator of which shall be the greater of (i) Aggregate
Principal Receivables determined as of the close of business on the last day of
the Revolving Period or as of the most recent Removal Date pursuant to Section
2.07 after the commencement of an Amortization Period and (ii) the sum of the
numerators used to calculate the investor percentage with respect to Principal
Receivables on such date of determination;
(c) when used with respect to Finance Charge Receivables and Receivables
in Defaulted Accounts, the percentage equivalent of a fraction the numerator of
which shall be the Investor Interest at the close of business on the last day of
the preceding Monthly Period (or, with respect to the first Monthly Period, the
Initial Investor Interest) and the denominator of which shall be the Aggregate
Principal Receivables determined as of such day (or, with respect to the first
Monthly Period, the Aggregate Principal Receivables determined as of the Closing
Date) ;
(d) in no event shall the Investor Percentage be greater than 100%; and
(e) the Investor Percentage with respect to Principal Receivables, Finance
Charge Receivables and Receivables in Defaulted Accounts during any Billing
Cycle which ended before June 19, 1991, shall be zero.
"Loan Agreement" shall mean the agreement among the Seller, the Servicer,
--------------
the Trustee, and the Cash Collateral Depositor, dated as of June 1, 1991, 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.
"Pay Out Commencement Date" shall mean, with respect to the Series 1991-1
-------------------------
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 Pay Out Event is deemed to
occur pursuant to Section 9 hereof.
"Payment Rate" shall mean, for any Monthly Period, the percentage
------------
equivalent of a fraction, the numerator of which is equal to the amount of all
Collections during such Monthly Period (excluding the amount of Interchange
allocable to the Trust for such Monthly Period) and the denominator of which is
equal to the aggregate amount of Receivables in the Trust as of the last day of
the prior Monthly Period.
5
<PAGE>
"Percentage Allocation" shall have the meaning specified in subsection
---------------------
4.04(d)(ii).
"Portfolio Yield" shall mean, with respect to Series 1991-1 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
collections of Finance Charge Receivables, if any, deposited in the Finance
Charge Account pursuant to Article IV and allocable to the Investor Interest
during each Billing Cycle which ended during such Monthly Period and (ii)
Interchange allocable to the Investor Interest to the extent deposited in the
Finance Charge Account on the Transfer Date following such Monthly Period, such
sum to be calculated on a cash basis after subtracting an amount equal to the
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).
-----------------
"Rapid Amortization Period" shall mean an Amortization Period commencing on
-------------------------
the Pay Out Commencement Date and ending on the earlier to occur of (i) date of
termination of the Trust pursuant to Section 12.01 or (ii) the Series
Termination Date.
"Rating Agency" shall mean, with respect to the Series 1991-1 Certificates,
-------------
each of Moody's, Standard & Poor's and Fitch.
"Required Cash Collateral Amount" initially means (i) $110,000,000 and (ii)
-------------------------------
on any Transfer Date thereafter means 11% of the Investor Interest as of the
last day of the Monthly Period preceding such Transfer Date, but not less than
$30,000,000; provided, however, that if either (a) there are any withdrawals
-------- -------
from the Cash Collateral Account pursuant to subsection 4.06(a), 4.06(d),
4.06(e) or 4.06(f) during the Controlled Amortization Period or (b) a Pay Out
Event has occurred, the Required Cash Collateral Amount for any Transfer Date
shall equal the Required Cash Collateral Amount for the Transfer Date
immediately preceding such withdrawal or Pay Out Event.
"Revolving Period" shall mean the period from and including June 19, 1991
----------------
to, but not including, the earlier of December 1, 1995 or the Pay Out
Commencement Date.
"Scheduled Series 1991-1 Termination Date" shall mean August 15, 1998.
----------------------------------------
"Series 1991-1" shall mean the Series represented by the Series 1991-1
-------------
Certificates.
"Series 1991-1 Certificateholder" shall mean the holder of record of any
-------------------------------
Series 1991-1 Investor Certificate.
6
<PAGE>
"Series 1991-1 Final Termination Date" shall mean August 15, 1999.
------------------------------------
"Series 1991--l Pay Out Event" shall have the meaning specified in Section
----------------------------
9 hereof.
"Series 1991-1 Termination Date" shall mean the earlier to occur of (i) the
------------------------------
day after the Distribution Date on which the Series 1991-1 Certificates are paid
in full; (ii) the Scheduled Series 1991-1 Termination Date (unless extended
pursuant to Section 10 of this Supplement); or (iii) the Series 1991-1 Final
Termination Date.
"Series Servicing Fee Percentage" shall mean 2.15%.
-------------------------------
"Total Withdrawal Amount" shall have the meaning specified in subsection
-----------------------
4.09(c) hereof.
"Withdrawal Date" shall have the meaning specified in Section 4.06.
---------------
SECTION 2A. (a) Conveyance of interest in Cash Collateral Account. The
-------------------------------------------------
Seller hereby assigns, sets-over, conveys, pledges and grants a security
interest and lien to the Trustee in all of the Seller's right, title and
interest (if any) in and to the amounts on deposit in the Cash Collateral
Account, and all proceeds thereof, as collateral security for (i) the amounts
payable from time to time to the Series 1991-1 Certificateholders and (ii) the
amounts owing from time to time to the Cash Collateral Depositor from the Cash
Collateral Account pursuant to Article IV.
(b) Acknowledgement of the Trustee. The Trustee hereby acknowledges its
------------------------------
acceptance, on behalf of the Trust, of (i) all right, title and interest
previously held by the Seller in and to Receivables now existing and hereafter
created and all proceeds thereof and (ii) the rights of the Seller (if any) in
and to the amounts on deposit in the Cash Collateral Account and all proceeds
thereof, and declares that it shall maintain such right, title and interest,
upon the trust set forth herein and in the Agreement, for the Cash Collateral
Depositor and the Series 1991-1 Certificateholders and, in the case of amounts
on deposit in the Collection Account and the Cash Collateral Account, for the
benefit of the Cash Collateral Depositor as its interests appear herein, which
interest shall be subject to the interests of the Investor Certificateholders
and the Series 1991-1 Certificateholders, respectively, as provided herein and
in the Loan Agreement.
The Trustee hereby acknowledges that its acceptance, on behalf of the
Trust, of all right, title and interest of the Seller in and to Receivables in
Additional Accounts and Automatic Additional Accounts (and in all Receivables
therein thereafter created), will be upon the trust set forth herein and in the
7
<PAGE>
Agreement, and that by such acceptance the Trustee will be deemed to have
declared that it will maintain such right, title and interest upon the trust set
forth herein and in the Agreement, for the Certificateholders and the Cash
Collateral Depositor; provided, however, that the interest of the Cash
-------- -------
Collateral Depositor in such Receivables shall be subject to the interests of
the Certificateholders as provided in the Agreement.
The Trustee hereby acknowledges that, notwithstanding any other provision
of the Agreement to the contrary, the amounts on deposit in the Collection
Account and all proceeds thereof are held in trust for the benefit of the
Certificateholders and the Cash Collateral Depositor, as its interest appears
herein, and may be held for the benefit of the Enhancement Provider of other
Series; provided, however, that the interest of the Cash Collateral Depositor in
-------- -------
the Collection Account is subject to the interests of the Certificateholders as
provided in the Agreement.
The Seller hereby acknowledges that, notwithstanding any provision of the
Agreement to the contrary, (i) the Conveyance, and (ii) its conveyance pursuant
to any Assignment of Receivables in Additional Accounts of its right, title and
interest of the Seller in and to Receivables in Additional Accounts and
Automatic Additional Accounts (and in all Receivables therein thereafter
created), is (or, in the case of the conveyance of Receivables in Additional
Accounts or Automatic Additional Accounts, will be) to the Trust for the benefit
of the Certificateholders and the Cash Collateral Depositor, as its interest
appears herein, and may be for the benefit of the Enhancement Provider of other
Series; provided, however, that the interest of the Cash Collateral Depositor in
-------- -------
such Receivables is (or, in the case of Receivables in Additional Accounts or
Automatic Additional Accounts, will be) subject to the interests of the
Certificateholders as provided in the Agreement.
(c) The assignment made pursuant to Section 2A(a) of this Series
Supplement, and the acknowledgements of the Seller and the Trustee contained in
Section 2A(b) of this Series Supplement and in Section 4.03(a), do not, and
shall not be deemed to, confer upon the Cash Collateral Depositor any rights
other than those expressly conferred on the Cash Collateral Depositor pursuant
to the Agreement and this Series Supplement.
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
------------------------------------------ ---------
Receivables and Removal of Accounts. (a) The Minimum Seller Interest applicable
- -----------------------------------
to the Series 1991-A Certificates shall be 7%. The Minimum Aggregate Principal
Receivables shall be the greater of (i) $1,075,268,817 and (ii) the sum of the
initial investor interests of all Series then outstanding or, if any Series
calculates the investor percentage with respect to Principal Receivables by
means of a numerator based other than on the initial investor interests of such
Series, then at least equal to the sum of the initial investor interests of each
Series then outstanding which calculates such investor percentage on the
8
<PAGE>
basis of initial investor interest plus, for each other Series then outstanding,
the then current numerator used to calculate the invested percentage with
respect to Principal Receivables for such Series. Upon final payment of the
Series 1991-1 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.
SECTION 4. Reassignment and Transfer Terms. The Series 1991-1
-------------------------------
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 $50,000,000. The deposit
required in connection with any such repurchase shall be equal to the Investor
Interest plus accrued and unpaid interest on the Series 1991-1 Certificates
through the Record Date preceding the Distribution Date on which the repurchase
occurs.
SECTION 5. Delivery and Payment for the Series 1991-1 Certificates. The
------------------------------------------ ------------
Trustee shall deliver the Series 1991-1 Certificates when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 6. Depositary; Form of Delivery of Series 1991-1 Certificates. (a)
-----------------------------------------------------------
The Certificates shall be delivered as Book-Entry Certificates as provided in
Section 6.01 of the Agreement.
(b) The Depositary for Series 1991-1 shall be the Depositary Trust
Company, and the Series 1991-1 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 1991-1 certificates having Undivided Interests aggregating a specified
percentage, such direction or consent may be given by Certificate Owners having
interests in the requisite percentage of Series 1991-1 certificates, acting
through the Clearing Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1991-1 Certificates
-----------
shall be all funds and securities on deposit in the Cash Collateral Account
(exclusive of earnings and interest thereon net of losses and expenses) up to
the Available Cash Collateral Amount.
9
<PAGE>
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 1991-1 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 1991-1 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A Rights of Investor Certificateholders. The Series 1991-1
-------------------------------------
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 1991-1 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, (b) funds on deposit in
the Collection Account allocable to the Series 1991-1 Certificates, the Finance
Charge Account, the Principal Account and the Distribution Account and (c) funds
on deposit in the Cash Collateral Account up to the Available Cash Collateral
Amount (the "Series 1991-1 Certificateholders' Interest"). The Exchangeable
Seller Certificate and any other Series of Certificates outstanding shall
represent the ownership interest in the remainder of the Trust Assets not
allocated pursuant to this Series Supplement to the Series 1991-1
Certificateholders' Interest; provided, however, such interest shall not
-------- -------
represent any interest in the Enhancement, except as specifically provided in
this Article IV.
SECTION 4.03 Establishment of Series 1991-1 Investor Accounts.
------------------------------------------------
(a) The Finance Charge Account and Principal Account. The Servicer, for
------------------------------------------------
the benefit of the Series 1991-1 Certificateholders and the Enhancement Provider
as its interest appears herein (which interest shall be subject to the interests
of the Series 1991-1 Certificateholders as provided herein), shall establish and
maintain with a Qualified Institution in the name of the Trustee, on behalf of
the Trust, two segregated trust accounts maintained in the corporate trust
department of such Qualified Institution, and held in trust by the Qualified
Institution (the "Finance Charge Account" and the "Principal Account,"
respectively), bearing a designation clearly indicating that the funds therein
are held in trust for the benefit of the Series 1991-1 Certificateholders and
the Enhancement Provider as its interest appears herein (which interest shall be
subject to the
10
<PAGE>
interests of the Series 1991-1 Certificateholders as provided herein). The
Servicer on behalf of the Trustee at all times shall maintain accurate records
reflecting each transaction in the Principal Account and the Finance Charge
Account and that funds held therein shall at all times be held in trust for the
benefit of the Series 1991-1 Certificateholders and the Enhancement Provider as
its interest appears herein (which interest shall be subject to the interests of
the Series 1991-1 Certificateholders as provided herein). 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 and Principal 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 telephone
confirmed in writing by the close of business on the day such instructions are
given, and the Trustee shall be entitled to rely on such instructions.
(b) The Distribution Account. The Servicer, for the benefit of the Series
------------------------
1991-1 Certificateholders, shall cause to be established and maintained in the
name of the Trust, with an office or branch of a Qualified Institution (other
than the Seller), a non-interest bearing segregated demand deposit account (the
"Distribution Account") bearing a designation clearly indicating that the funds
deposited therein are held in trust for the benefit of the Series 1991-1
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Investor Accounts. Funds on deposit in the
---------------------------------------
Principal Account and the Finance Charge 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 Institution shall maintain for the benefit of the
Series 1991-1 Certificateholders, the Enhancement Provider as its interest
appears herein (which interest shall be subject to the interests of the Series
1991-1 Certificateholders as provided herein), and the Servicer, possession of
the negotiable instruments or securities evidencing the Permitted Investments
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 Institution in the name of the Servicer, which shall not constitute a
part of the Trust, or shall otherwise be turned over by Servicer not less
frequently than monthly; provided, however, that following the occurrence of a
-------- -------
Trust Pay Out Event, a Series
11
<PAGE>
1991-1 Pay Out Event or a Servicer Default, such interest and earnings shall not
be paid to the Servicer, but shall be retained in, or deposited in, the Finance
Charge Account and shall be treated as Collections of Finance Charge Receivables
allocated to the Series 1991-1 Certificateholders. 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 Principal Account and the
Finance Charge Account. For purposes of determining the availability of funds
or the balances in the Finance Charge Account and the Principal Account 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.
(d) If the entity with which any of the accounts established pursuant to
this Section 4.03 ceases to be a "Qualified 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 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 Institution".
SECTION 4.04 Allocations.
-----------
(a) [Reserved].
----------
(b) [Reserved.
---------
(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 or deposit from the Collection
Account (or, if applicable, the Principal Account or the Retention Account) the
following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing.
(ii) Pay to the Holder of the Exchangeable Seller Certificate an
amount equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of such
Collections processed in respect of Principal Receivables on such Date of
Processing; 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)(ii) with respect to any Date of Processing exceeds (such
excess hereinafter referred to as the "Excess Amount") the Seller Interest
(determined without regard to any "Excess Amounts",
12
<PAGE>
"Controlled Excess Amounts" or such other amounts specified in the
Supplement with respect to any Series) on such Date of Processing after
giving effect to the inclusion in the Trust of all Receivables created on
or prior to such Date of Processing and the application of payments
referred to in subsection 4.01(d), the Excess Amount shall be deposited
into the Principal Account; further provided, however, that in the event
------- -------- -------
that, on any Date of Processing the amount on deposit in the Retention
Account is less than the Required Retention Amount, the Servicer shall,
after giving effect to the transfer of the Excess Amount required by the
preceding proviso, deposit in the Retention Account an amount equal to the
amount otherwise payable to the Holder of the Exchangeable Seller
Certificate pursuant to this clause 4.04(c)(ii).
(iii) If, on any Business Day, (w) Excess Amounts are on deposit in
the Principal Account, and (x) after application of the Collections
deposited on such Business Day in accordance with subsections 4.01(d),
4.04(c)(i) and 4.04(c)(ii), 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, the Servicer shall
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 (y) the Seller Interest (as determined above) on such Business
Day and (z) the Excess Amounts then on deposit in the Principal Account and
pay such funds to the Holder of the Exchangeable Seller Certificate.
(d) Allocations During the Controlled Amortization Period. During the
-----------------------------------------------------
Controlled 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 (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 Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing.
(ii) Deposit in the Principal Account an amount, if any, equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of such Collections processed in
respect of Principal Receivables on such Date of Processing (for any such
Date of Processing, a "Percentage Allocation"); provided, however, that if
-------- -------
the sum of such Percentage Allocation and all preceding Percentage
Allocations with
13
<PAGE>
respect to the same Monthly Period (the "Monthly Total Percentage
Allocation") exceeds the sum of the Controlled Amortization Amount and the
Deficit Controlled Amortization Amount for such Monthly Period (the
"Controlled Distribution Amount"), then such excess (the "Controlled Excess
Amount") shall not be treated as a Percentage Allocation and shall 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 Distribution Amount, then such deficit shall be the Deficit
Controlled Amortization Amount for the next succeeding Monthly Period and
the Monthly Total Percentage Allocation shall be deposited to the Principal
Account. 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 determined above) after giving effect to the inclusion
in the Trust of all Receivables created on or prior to such Date of
Processing the Required Retention Percentage, the Controlled Excess Amount
shall be deposited into the Principal Account. In the event that, on any
Date of Processing the amount then on deposit in the Retention Account is
less than the Required Retention Amount, the Servicer shall, after giving
effect to any transfer of the Controlled Excess Amount referred to in the
preceding sentence, deposit in the Retention Account an amount equal to the
amount otherwise payable to the Holder of the Exchangeable Seller
Certificate pursuant to this clause 4.04(d)(ii).
(iii) If, on any Business Day, (w) Excess Amounts are on deposit in
the Principal Account and (x) after application of the Collections
deposited on such Business Day in accordance with subsections 4.01(d),
4.04(c)(ii) and 4.04(d)(ii), 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, the Servicer shall
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 (y) the Seller Interest (as determined above) on such Business
Day and (z) the Excess Amounts then on deposit in the Principal Account and
pay such funds to the Holder of the Exchangeable Seller Certificate.
(e) Allocations During the Rapid Amortization Period. During the Rapid
------------------------------------------------
Amortization Period, the Servicer shall, prior
14
<PAGE>
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 Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of such Collections processed in
respect of Finance Charge Receivables on such Date of Processing.
(ii) Deposit in the Principal Account an amount equal to the product
of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of such Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
--------
however, that after the date on which the Investor Interest has been
-------
reduced to zero, the amount determined in accordance with this subparagraph
(ii) shall 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 1991-1.
SECTION 4.05 Defaulted Accounts. On each Determination Date, the Servicer
------------------
shall calculate the Aggregate Investor Default Amount for the preceding Monthly
Period. If on such date the amount required to be withdrawn from the Cash
Collateral Account on the related Withdrawal Date pursuant subsections 4.06(a)
and (d) exceeds the Available Cash Collateral Amount, then the Investor Interest
shall be reduced by the amount of such excess, but not more than such Aggregate
Investor Default Amount (an "Investor Charge Off").
SECTION 4.06 Monthly Payments. On each Determination Date, the Servicer
----------------
shall notify the Trustee that the Servicer will withdraw, or shall instruct the
Trustee to withdraw and the Servicer or the Trustee acting in accordance with
such notice or instructions shall withdraw, on the succeeding Transfer Date, the
amounts required to be withdrawn from the Finance Charge Account pursuant to
subsections 4.06(a), (d), (e), (f) and (g). On each Determination Date, the
Servicer shall also notify the Trustee of the amounts to be withdrawn by the
Trustee, acting on instructions from the Servicer, from or to the Cash
Collateral Account, as the case may be, pursuant to subsections 4.06(a), (d),
(e), (f) and (g), on the succeeding Transfer Date (a "Withdrawal Date"),
specifying in such notice the aggregate amount of the withdrawal to be made on
such Withdrawal Date.
(a) Certificate Interest. On each Transfer Date, the Servicer or the
--------------------
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Finance Charge Account and deposit to the Distribution Account
to the extent funds are available from Collections processed during the
preceding Monthly Period (i) first, Certificate Interest in an amount equal to
one-
15
<PAGE>
twelfth of the product of the Certificate Rate and the Investor Interest
determined as of such Transfer Date; and (ii) then, an amount equal to the
amount of any unpaid Deficiency Amounts, as defined below, and on such Transfer
Date, the Servicer or the Trustee, as the case may be, shall deposit such funds
into the Distribution Account; provided, however, with respect to the first
-------- -------
Distribution Date relating to the Series 1991-1 Certificates, Monthly Interest
shall be equal to $9,965,277.78. If such funds would be less than the amount
required to be deposited pursuant to this subsection 4.06(a) on any Transfer
Date, then, by 1:00 p.m. New York City time on such Transfer Date the Trustee,
acting upon instructions from the Servicer, shall make a withdrawal from the
Cash Collateral Account in the amount of such deficiency (up to the Available
Cash Collateral Amount), and on such Transfer Date the proceeds from such
withdrawal shall be deposited into the Distribution Account. If the amounts
described in this subsection 4.06(a) are insufficient to pay such interest in
respect of any Monthly Period, payments to the Series 1991-1 Certificateholders
will be reduced by the amount of such deficiency. The amount, if any, of such
deficiency for any month shall be referred to as the "Deficiency Amount."
Interest shall not accrue on Deficiency Amounts. Certificate Interest shall be
calculated on the basis of a 360-day year of twelve 30-day months.
(b) (Reserved.]
(c) (Reserved.]
(d) Defaults. On each Transfer Date, the Servicer or the Trustee, acting
--------
in accordance with instructions from the Servicer, shall withdraw from the
Finance Charge Account, to the extent funds are available from Collections
processed during the preceding Monthly Period after giving effect to the
withdrawal pursuant to subsection 4.06(a), an amount equal to the Aggregate
Investor Default Amount, if any, for the preceding Monthly Period, and the
Servicer or the Trustee, as the case may be, shall (A) during the Revolving
Period, apply such amount in accordance with subsections 4.04(c)(ii) and (iii)
and (B) during the Controlled Amortization Period or the Rapid Amortization
Period, deposit such amount in accordance with subsections 4.04(d)(ii) and
4.04(e)(ii), respectively, in each case as if such amounts were Collections of
Principal Receivables. If such funds would be less than the amount required to
be deposited pursuant to this subsection 4.06(d) on any Transfer Date, then, by
1:00 p.m. New York City time on such Transfer Date, the Trustee, acting upon
instructions from the Servicer, shall make a withdrawal from the Cash Collateral
Account in the amount of such deficiency (up to the Available Cash Collateral
Amount), and on such Transfer Date the proceeds from such withdrawal shall be
paid or deposited as provided in the next preceding sentence.
(e) Reimbursement of Investor Charge Offs. On each Transfer Date, the
-------------------------------------
Servicer or the Trustee, acting in accordance
16
<PAGE>
with instructions of the Servicer, shall withdraw from the Finance Charge
Account, to the extent funds are available from Collections processed during the
preceding Monthly Period after giving effect to the withdrawals and transfers
pursuant to subsections 4.06(a) and (d), an amount equal to the aggregate amount
of Investor Charge Offs, if any, which have not theretofore been reimbursed
pursuant to this subsection 4.06(e) and shall (x) during the Revolving Period,
pay such amount to the Holder of the Exchangeable Seller Certificate, and (y)
during the Controlled Amortization Period or the Rapid Amortization Period
deposit such amount in accordance with subsections 4.04(d)(ii) and 4.04(e)(ii),
respectively, as if such amounts were collections of Principal Receivables. If
such funds would be less than the amount required to be deposited pursuant to
this subsection 4.06(e) on any Transfer Date, then, by 1:00 p.m. New York City
time on such Transfer Date the Servicer or the Trustee, acting upon instructions
from the Servicer, shall make a withdrawal from the Cash Collateral Account in
the amount of such deficiency (up to the Available Cash Collateral Amount after
giving effect to the withdrawals pursuant to subsections 4.06(a) and (d)), and
on such Transfer Date the proceeds from such withdrawal shall be paid or
deposited as provided in the next preceding sentence. On the date of any such
reimbursement, the Investor Interest shall be increased by the amount of such
reimbursement of Investor Charge Offs.
(f) Servicing Fee. On each Transfer Date, the Servicer or the Trustee,
-------------
acting in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from Collections
processed during the preceding Monthly Period after giving effect to the
withdrawals pursuant to subsection 4.06(a), (d) and (e), an amount equal to the
Monthly Investor Servicing Fee accrued in respect of the preceding Monthly
Period plus all accrued and unpaid Monthly Investor Servicing Fees in respect of
previous Monthly Periods, and the Servicer or the Trustee, as the case may be,
shall pay such amount to the Servicer. If Chase (USA) or an Affiliate thereof
is not the Servicer and such funds would be less than the amount required to be
deposited pursuant to this subsection 4.06(f) on any Transfer Date, then, by
1:00 p.m. New York City time on such Transfer Date, the Trustee, acting upon
instructions from the Servicer, shall make a withdrawal from the Cash Collateral
Account in the amount of such deficiency (up to the Available Cash Collateral
Amount after giving effect to the withdrawals pursuant to subsection 4.06(a),
(d) and (e)), and on such Transfer Date the proceeds from such withdrawal shall
be paid or deposited as provided in the next preceding sentence.
(g) Transfers to the Cash Collateral Account. On each Transfer Date, the
----------------------------------------
Servicer or the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Finance Charge Account all funds available
from Collections processed during the preceding Monthly Period after giving
effect to the withdrawals pursuant to subsections 4.06(a), (d), (e) and
17
<PAGE>
(f) (such remaining funds, the "Excess Spread"). The Servicer or Trustee acting
on instructions from the Servicer shall:
(i) deposit to the Cash Collateral Account not later than 12:00 noon
(New York City time) on such Transfer Date, an amount of Excess Spread
equal to the lesser of (A) the amount of Excess Spread and (B) the excess
of the Required Cash Collateral Amount for such Transfer Date over the
amount of funds on deposit in the Cash Collateral Account (without giving
effect to any deposit made on such date hereunder); and
(ii) subject to subsection 4.09(h), pay to the Cash Collateral
Depositor for application pursuant to the Loan Agreement, not later than
12:30 p.m. (New York City time) on such Transfer Date, the excess, if any,
of the Excess Spread over the amount deposited to the Cash Collateral
Account pursuant to subsection 4.06(g)(i);
provided, however, that if the Series 1991-1 Termination Date shall have been
- -------- -------
extended past the Scheduled Series 1991-1 Termination Date pursuant to
subsection 12.01(b), the Excess Spread shall not be deposited to the Cash
Collateral Account, but shall, subject to subsection 4.09(h), be paid to the
Cash Collateral Depositor for application in accordance with the Loan Agreement.
SECTION 4.07 Payment of Certificate Interest. On each Distribution Date,
-------------------------------
the Paying Agent shall pay in accordance with Section 5.01 to the Investor
Certificateholders from the Distribution Account the amount deposited into the
Distribution Account pursuant to subsection 4.06(a) on the preceding Transfer
Date.
SECTION 4.08 Payment of Certificate Principal.
--------------------------------
(a) On the Determination Date in the Monthly Period following the Monthly
Period in which either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each Determination Date thereafter, the
Servicer shall give notice to the Trustee that it will itself withdraw, or shall
instruct the Trustee to withdraw, and on the next succeeding Transfer Date the
Servicer or the Trustee shall withdraw from the Principal Account and deposit in
the Distribution Account (1) the amount deposited in the Principal Account
pursuant to subsections 4.04(d)(ii) or 4.04(e)(ii) during each Billing Cycle
which ended during the preceding Monthly Period (or to be deposited in the
Principal Account on such Transfer Date pursuant to the fourth paragraph of
subsection 4.02(a) and Section 4.04 with respect to the Billing Cycles which
ended during the preceding Monthly Period), and (2) the amount to be deposited
in the Principal Account on such Transfer Date pursuant to subsections 4.06(d)
or 4.06(e); provided, however, that on the first Determination Date in an
-------- -------
Amortization Period the Servicer shall give notice to the
18
<PAGE>
Trustee that it will itself withdraw, or shall instruct the Trustee to withdraw,
and the Servicer or the Trustee, as the case may be, shall withdraw, from the
Principal Account on the related Transfer Date and deposit into the Distribution
Account, any Excess Amounts remaining in the Principal Account deposited therein
pursuant to subsection 4.04(c)(ii). On the Determination Date preceding the
final Transfer Date the Servicer shall determine the amounts to be deposited
pursuant to this sentence and on the final Transfer Date: (x) the Servicer
shall, or shall instruct the Trustee to, and the Servicer or the Trustee shall,
withdraw from the Principal Account and deposit into the Distribution Account an
amount which is no greater than the Investor Interest as of the end of the day
on the preceding Record Date; and (y) the Servicer shall, or shall instruct the
Trustee to, and the Servicer or the Trustee shall, withdraw from the Principal
Account and deposit into the Collection Account, for allocation as Principal
Receivables pursuant to Article IV, the amount if any remaining in the Principal
Account after giving effect to the withdrawals made pursuant to clause (x).
(b) On each Distribution Date occurring after a deposit is made pursuant
to subsection 4.08(a), the Paying Agent shall pay in accordance with Section
5.01 to the Investor Certificateholders from the Distribution Account the amount
deposited into the Distribution Account pursuant to subsection 4.08(a) on the
related Transfer Date.
SECTION 4.09 Establishment of the Cash Collateral Account.
--------------------------------------------
(a) Cash Collateral Account. The Servicer, for the benefit of the Series
-----------------------
1991-1 Certificateholders and the Cash Collateral Depositor, as their interests
appear herein, which interest in the case of the Cash Collateral Depositor shall
be subject to the interests of the Series 1991-1 Certificateholders as provided
herein and in the Loan Agreement, shall establish and maintain or cause to be
established and maintained with a Qualified Institution in the name of the
Trustee, on behalf of the Series 1991-1 Certificateholders and the Cash
Collateral Depositor, as their interests appear herein, which interest in the
case of the Cash Collateral Depositor shall be subject to the interests of the
Series 1991-1 Certificateholders as provided herein and in the Loan Agreement,
with the Trustee, the "Cash Collateral Account", which shall be a segregated
trust account with the corporate trust department of such Qualified Institution,
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 1991-1 Certificateholders and the Cash
Collateral Depositor, as their interests appear herein, which interest in the
case of the Cash Collateral Depositor shall be subject to the interests of the
Series 1991-1 Certificateholders as provided herein and in the Loan Agreement.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Cash Collateral Account and in all proceeds thereof.
The Cash Collateral Account shall be under the sole dominion and control of the
Trustee for the
19
<PAGE>
benefit of the Series 1991-1 Certificateholders and the Cash Collateral
Depositor, as their as their interests appear herein, which interest in the case
of the Cash Collateral Depositor shall be subject to the interests of the Series
1991-1 Certificateholders as provided herein and in the Loan Agreement. If, at
any time, the institution holding the Cash Collateral Account ceases to be a
Qualified Institution, the Trustee shall within 20 Business Days establish a new
Cash Collateral Account meeting the conditions specified above with a Qualified
Institution, which Qualified Institution shall be subject to the prior consent
of the Cash Collateral Depositor, such consent not be unreasonably withheld, and
shall transfer any cash and/or any investments to such new Cash Collateral
Account. From the date such new Cash Collateral Account is established, it
shall be the "Cash Collateral Account." The Servicer, or the Trustee acting in
accordance with instructions from the Servicer, shall (i) on the Closing Date,
deposit in the Cash Collateral Account the $110,000,000 proceeds of the advance
to be made on such date by the Cash Collateral Depositor pursuant to the Loan
Agreement, (ii) on each Transfer Date make deposits and withdrawals in the
amounts specified in Section 4.06 and 4.10, as the case may be, and (iii) make
withdrawals from the Cash Collateral Account from time to time in an amount up
to the Available Cash Collateral Amount at such time, for the purposes set forth
in this Section 4.09. Such withdrawals shall be made in the priority set forth
below and the Available Cash Collateral Amount will be reduced by the amount of
each such withdrawal as provided in the definition thereof set forth in Section
1. The Cash Collateral Depositor shall not be entitled to reimbursement from the
Trust Assets for any withdrawals from the Cash Collateral Account except as
specifically provided herein and in the Loan Agreement.
(b) Administration of the Cash Collateral Account. Funds on deposit in the
---------------------------------------------
Cash Collateral Account shall at the direction of the Cash Collateral Depositor
be invested by the Trustee in Cash Collateral Account Investments. Funds on
deposit in the Cash Collateral Account on any Transfer Date, after giving effect
to any deposits to or withdrawals from the Cash Collateral Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the following
Transfer Date; provided, however, that no such reinvestment shall be made before
-------- -------
12:30 P.M. ((New York City time) on such Transfer date; and further provided,
------- --------
however, that (i) each Cash Collateral Account Investment which is issued by an
- -------
entity other than a Cash Collateral Depositor, shall mature not later than the
Business Day preceding the following Transfer Date (provided, however, that if
-------- -------
timely payment is assured in a manner satisfactory to the Servicer and the
Seller, such Cash Collateral Account Investment shall mature on such Transfer
Date (provided that, for purposes of this clause, "timely payment" shall mean
--------
payment by 12:00 noon (New York City time))), and (ii) each Cash Collateral
Account Investment which is issued by a Cash Collateral Depositor which matures
on the following Transfer Date shall, by its terms,
20
<PAGE>
require payment thereof by the Trustee not later than 10:00 A.M. (New York City
time) on such Transfer Date. The proceeds of any such investment shall, subject
to the proviso to the immediately preceding sentence, be invested in such
investments that will mature so that such funds will be available for withdrawal
on or prior to the Transfer Date immediately following the date of such
investment. The Seller may, if the short-term rating of the issuer of any Cash
Collateral Account Investment is downgraded below P-1 by Moody's or A-1+ by
Standard & Poor's, instruct the Trustee to, and the Trustee shall, sell,
liquidate or otherwise dispose of such Cash Collateral Account Investment in
such manner as the Seller may direct, on a date not earlier than two Eurodollar
Business Days after the date of such notice. The Seller shall provide a copy of
each such notice to the Cash Collateral Depositor; provided, however, the Seller
-------- -------
shall have deposited in the Cash Collateral Account, before the Trustee entering
into such sale, liquidation or other disposition, what the Seller reasonably
believes will be an amount equal to the sum of (i) all transactions costs
incurred by the Trustee in connection with such sale, liquidation or other
disposition which were charged to the Cash Collateral Account, and (ii) the
amount which the Seller reasonably believes will equal the excess, if any, of
the amount which would have been received by the Trustee on the maturity of such
Cash Collateral Account Investment over the proceeds from such sale, liquidation
or other disposition (such amount, the "Breakage Deposit"). In the event the
Breakage Deposit exceeds the amounts referred to in clauses (i) and (ii) of the
preceding sentence, which are actually incurred by the Trustee, the Trustee
shall withdraw from the Cash Collateral Account and pay such excess to the
Seller. Such excess shall not constitute part of the Available Cash Collateral
Account.
The Trustee shall maintain for the benefit of the Series 1991-1
Certificateholders and the Cash Collateral Depositor as their interests appear
herein, which interest in the case of the Cash Collateral Depositor shall be
subject to the interests of the Series 1991-1 Certificateholders as provided
herein and in the Loan Agreement, possession of the negotiable instruments or
securities evidencing the Cash Collateral Account Investments described in
clause (a) of the definition thereof from the time of purchase thereof until the
time of sale or maturity. On each Transfer Date, all interest and earnings (net
of losses and investment expenses) earned on or after the preceding Transfer
Date (or, with respect to the first Transfer Date, the Closing Date) on funds on
deposit in the Cash Collateral Account, shall, subject to subsection 4.09(h), be
withdrawn from the Cash Collateral Account not later than 12:30 p.m. (New York
City time) and shall be paid to the Cash Collateral Depositor for application in
accordance with the Loan Agreement. Subject to the restrictions set forth
above, (i) the Cash Collateral Depositor, or a Person designated in writing by
the Cash Collateral Depositor of which the Trustee and the Servicer shall have
received written notification thereof, or (ii) following notice by the Agent to
the Trustee of (x) the termination of the
21
<PAGE>
Loan Agreement or (y) the payment of the Initial Cash Collateral Amount and all
other amounts payable pursuant to the Loan Agreement to the Agent and the Cash
Collateral Depositor, the Servicer, or a Person designated in writing by the
Servicer of which the Trustee shall have received notification thereof, shall
have the authority to instruct the Trustee with respect to the investment of
funds on deposit in the Cash Collateral Account. For purposes of determining the
availability of funds or the balances in the Cash Collateral Account for any
reason under this Agreement, all investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) Notice of Withdrawals. In the event that, for any Transfer Date, the
---------------------
sum of the amount required to be withdrawn from the Cash Collateral Account
pursuant to subsections 4.06(a), (d), (e) and (f) (such sum being referred to
as the "Total Withdrawal Amount") is greater than zero, the Servicer shall give
written notice to the Trustee and the Cash Collateral Depositor, in
substantially the form of Exhibit C, of such positive Total Withdrawal Amount.
(d) Application of Cash Collateral Account Surplus. In the event that the
----------------------------------------------
Cash Collateral Account Surplus on any Transfer Date, after giving effect to all
deposits to and withdrawals from the Cash Collateral Account pursuant to
subsections 4.06(a), (d), (e) and (f) on such Transfer Date, is greater than
zero the Servicer or, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Cash Collateral Account not later than
12:30 p.m. (New York City time) and, subject to subsection 4.09(h), pay to the
Cash Collateral Depositor, for application in accordance with the Loan
Agreement, an amount equal to the Cash Collateral Account Surplus.
(e) Termination of Withdrawal. Upon the earlier to occur of the Business
-------------------------
Day succeeding (i) the termination of the Trust pursuant to Section 12.01, (ii)
the day on which the final distribution is made to the Series 1991-1
Certificateholders and (iii) the Scheduled Series 1991-1 Termination Date, the
Trustee, acting in accordance with the instructions of the Servicer, after the
prior payment of all amounts owing to the Series 1991-1 Certificateholders and
the Servicer and payable from the Cash Collateral Account as provided herein,
shall withdraw from the Cash Collateral Account not later than 12:30 p.m. (New
York City time) and, subject to subsection 4.09(h), pay to the Cash Collateral
Depositor, all amounts on deposit in the Cash Collateral Account, for
application in accordance with the Loan Agreement.
(f) Approvals and Consents by Cash Collateral Depositor. Any consent,
---------------------------------------------------
notices, approval, waiver or direction required under the Agreement to be given,
or any remedy to be exercised hereunder, by the Cash Collateral Depositor or the
Enhancement Provider shall be exercised or given by (i) the party appointed to
act as agent (the "Agent") for the Cash Collateral Depositor
22
<PAGE>
pursuant to the Loan Agreement or (ii) following notice by the Cash Collateral
Depositor to the Trustee of the termination of the Loan Agreement, by the
Seller. The Trustee, the Seller and the Servicer shall be entitled to rely on
an officer's certificate of the Agent as to whether any such action has been
exercised pursuant to the Loan Agreement.
(g) Notices to Cash Collateral Depositor. Any notice required to be given
------------------------------------
to the Cash Depositor or the Enhancement Provider under the Agreement by the
parties thereto or hereto shall be deemed to be delivered to the Cash Collateral
Depositor upon delivery to (i) the Agent at the address and in the manner
specified in the Loan Agreement or (ii) following notice by the Cash Collateral
Depositor to the Trustee of the termination of the Loan Agreement to the Seller.
The Agent shall deliver a copy of each such notice to each entity which is a
Cash Collateral Depositor in the manner in the Loan Agreement.
(h) Payments to Cash Collateral Depositor. Any payment required to be
-------------------------------------
made pursuant to the Agreement to the Cash Collateral Depositor or the
Enhancement Provider shall be deemed to have been made to the Cash Collateral
Provider or the Enhancement Provider, as the case may be, by the payment of such
amount to the Agent; provided, however, that following notice by the Agent to
-------- -------
the Trustee of (i) the termination of the Loan Agreement or (ii) the payment of
the Initial Cash Collateral Amount and all other amounts payable pursuant to the
Loan Agreement to the Agent and the Cash Collateral Depositor, all such payments
shall be made to the Seller or to such person as the Seller may designate in
writing.
SECTION 4.10 Seller's or Servicer's Failure to Make a Deposit or Payment.
-----------------------------------------------------------
(a) If (i) the Servicer fails to give instructions on any Determination
Date to make any payment or deposit relating to the Series 1991-1 Certificates
required to be made by the Servicer on the related Transfer Date at the time
specified in the Agreement (including applicable grace periods), or (ii) the
Trustee shall not have received the notice referred to in the first paragraph of
subsection 4.10(c) in the manner and at the time specified in the first
paragraph of subsection 4.10(c), and, in either case, the Trustee determines
that any payment or deposit (other than as required by subsection 2.04(d)
(except as provided in the immediately following paragraph), 2.04(e), 2.04(f),
3.03, 9.02, 10.02, or 12.02(a) of the Agreement, or Sections 4 or 15 of this
Series Supplement (collectively, "Excluded Payments") required to be made by the
Seller or the Servicer, as the case may be, has not been made on the related
Transfer Date, the Trustee (x) shall make such payment from the applicable
Investor Account or the Cash Collateral Account, as the case may be, without
instruction from the Servicer, or (y) shall (except in the case of (i) a deposit
or payment which was required to have been made to or
23
<PAGE>
from the Cash Collateral Account, (ii) payments required to be made to the
Servicer pursuant to subsection 4.06(f) so long as Chase (USA) or an Affiliate
is the Servicer, (iii) payments required to be made pursuant to subsection
4.06(g), (iv) Excluded Payments and (v) payments required to be made pursuant to
the sixth sentence of subsection 4.09(a)), subject to subsection 4.10(c); make a
withdrawal from the Cash Collateral Account (up to the Available Cash Collateral
Amount), in an amount equal to the amount of such payment or deposit. The
Trustee shall be required to make any such payment, deposit or withdrawal
hereunder only to the extent that it has sufficient information to allow the
Trustee to determine the amount thereof; provided, however, that the Trustee
-------- -------
shall in all cases be deemed to have sufficient information to determine the
amount of interest payable to the Series 1991-1 Certificateholders on each
Distribution Date. The Servicer shall, upon request of the Trustee, promptly
provide the Trustee with all information necessary to allow the Trustee to make
such a payment or withdrawal. Such funds or the proceeds of such withdrawal
shall be applied by the Trustee in the manner in which such payment or deposit
should have been made by the Seller or the Servicer, as the case may be.
If (i) the Servicer, the Seller, or the Holder of the Exchangeable Seller
Certificate fails to make any payment or deposit relating to the Series 1991-1
Certificates (including, but not limited by, any deposits pursuant to Section
4.04) (other than (w) payments or deposits required to be made on any Transfer
Date relating to the-Series 1991-1 Certificates, (x) payments or deposits
required by subsection 2.04(d) (except as referred to below), (y) payments or
deposits required by subsection 2.04(e), 2.04(f), 3.03, 9.02, 10.02 or 12.02(a)
of the Agreement or Sections 4 or 15 of this Series Supplement) required to be
made or given by the Servicer or Seller, respectively, at the time specified in
the Agreement (including applicable grace periods) and (ii) the Trustee shall
have received the notice referred to the second paragraph of subsection 4.10(c)
from the Seller or the Servicer, as the case may be, in the manner and at time
specified in the second paragraph of subsection 4.10(c), the Trustee shall make
such payment from the applicable Investor Account or the Series 1991-1 Retention
Subaccount without instruction from the Servicer, or shall, subject to
Subsection 4.10(c), make a withdrawal from the Cash Collateral Account (up to
the Available Cash Collateral Amount) in an amount equal to the amount of such
payment or deposit relating to the Series 1991-1 Certificates; provided,
--------
however, that the Trustee shall make a withdrawal from the Cash Collateral
- -------
Account (up to the Available Cash Collateral Amount) in an amount equal to the
deposit required to be made by the Seller pursuant to subsection 2.04(d) to the
extent allocable to the Investor Interest that has not been made for any
Ineligible Receivable as to which (i) reassignment would have occurred under
subsection 2.04(d) hereof but for the Seller's failure to make a deposit into
the Collection Account required under subsection 2.04(d) to the extent allocable
to the Investor
24
<PAGE>
Interest and (ii) either (A) Collections with respect to such Ineligible
Receivable have not been deposited, or are prohibited from being deposited, in
the Collection Account, or (B) the obligor with respect to such Ineligible
Receivable does not make one or more payments to the Servicer with respect
thereto because it is an Ineligible Receivable. The Trustee shall be required
to make any such payment, deposit or withdrawal hereunder only to the extent
that it has sufficient information to allow the Trustee to determine the amount
thereof. The Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make such a
payment or withdrawal. Such funds or the proceeds of such withdrawal shall be
applied by the Trustee in the manner in which such payment or deposits should
have been made by the Seller or the Servicer, as the case may be.
(b) If a withdrawal is made from the Cash Collateral Account pursuant to
subsection 4.10(a) because of a failure of the Servicer or the Seller to make,
or give instructions to make, any payment or deposit required to be made or
given by the Servicer or the Seller from sources other than a withdrawal from
the Cash Collateral Account, the Servicer or the Seller, as the case may be,
shall, as appropriate, (i) make the required payment, deposit or transfer, or
(ii) give the Trustee instructions to transfer the required payment or deposit
in respect of which such withdrawal from the Cash Collateral Account was made,
to the Cash Collateral Account.
(c) Notice of Deposits and Withdrawals. The Seller and the Servicer
----------------------------------
covenant and agree hereby to notify the Trustee, no later than 10:00 a.m. (New
York time) on each Transfer Date, that the Seller or the Servicer, as the case
may be, has made all deposits and withdrawals required to be made by the
Servicer or the Seller, as the case may be, relating to the Series 1991-1
Certificates on such Transfer Date, which notice may be by telephone confirmed
by facsimile. Such notice shall be substantially in the form of Exhibit 4 to
this Supplement. The Trustee shall be entitled to rely on such telephone notice
as conclusive evidence that such deposits and withdrawals have been made by the
Seller or the Servicer, as the case may be, in a timely manner unless such
Trustee shall not have received such facsimile confirmation by 12:00 noon (New
York time) on such Transfer Date.
If, on any Business Day, the Seller or the Servicer fails to make any
payment or deposit relating to the Series 1991-1 Certificates required to be
made on such Business Day (other than the deposits and payments required to be
made by the Seller or the Servicer on each Transfer Date), the Seller or the
Servicer, as the case may be, shall notify the Trustee not later than 11:00 a.m.
(New York time) on such Business Day that it has failed to make such payment or
deposit, which notice shall specify (i) the amount of such deposit or payment
and (ii) if applicable, the account from which such payment was to be made and
the Person to
25
<PAGE>
whom, or the account into which, such payment was to be made. Such notice shall
be substantially in the form of Exhibit 5 to this Supplement.
If, on any Business Day, the Trustee shall be required to make a withdrawal
from the Cash Collateral Account pursuant to Section 4.10, (i) the Trustee shall
notify the Agent not later than 11:45 a.m. that it is required to make such
drawing, which notice shall specify the amount of such withdrawal, and (ii) the
Trustee shall make such withdrawal from the Cash Collateral Account not later
than 2:00 p.m. on such Business Day.
If the Holder of the Exchangeable Seller Certificate fails to make any
deposit pursuant to Section 4.04 which failure results in a withdrawal from the
Cash Collateral Account, the Holder of the Exchangeable Seller Certificate shall
be required to make such payment which shall be deposited into the Finance
Charge Account for allocation as Collections of Finance Charge Receivable.
SECTION 4.11 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 and the Cash Collateral Account shall
be deemed to occur when the instructions with respect to such deposit,
withdrawal, transfer or other payment have been transmitted over the Federal
Wire.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1991-1.]
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 subsection 3.04(b)) to each Series 1991-1
Certificateholder of record on the immediately preceding Record Date (other than
as provided in subsection 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 1991-1 certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Series 1991-1 Certificateholders pursuant to Sections 4.07 and
4.08 hereof by check mailed to each Certificateholder except that with respect
to Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.
SECTION 5.02 Monthly Certificateholders' Statement.
-------------------------------------
26
<PAGE>
(a) On or before each Distribution Date, the Paying Agent shall forward to
each Series 1991-1 Certificateholder, the Rating Agency, the Enhancement
Provider and any Series 1991-1 Certificate Owner, upon the written request of
such Series 1991-1 Certificate Owner a statement substantially in the form of
Exhibit 2 to this Series Supplement 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;
(ii) the amount of such distribution allocable to
Certificate Principal;
(iii) the amount of such distribution allocable to Certificate
Interest;
(iv) the amount of Collections of Principal, Receivables processed
during the preceding Monthly Period and allocated in respect of the Series
1991-1 Certificates;
(v) the aggregate amount of Principal Receivables, the Investor
Interest and the Investor 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;
(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 preceding Monthly Period;
(vii) the Aggregate Investor Default Amount for the preceding Monthly
Period;
(viii) the aggregate amount of Investor Charge Offs for the preceding
Monthly Period;
(ix) the aggregate amount of Investor Charge Offs reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(x) the amount of Investor Monthly Servicing Fee for the preceding
Monthly Period;
(xi) the Available Cash Collateral Amount and the Required Cash
Collateral Amount as of the close of business on such Distribution Date;
27
<PAGE>
(xii) the aggregate amount of Collections of Finance Charge
Receivables processed during the preceding Monthly period and allocated in
respect to the Series 1991-1 Certificates;
(xiii) the Deficit Controlled Amortization Amount;
and
(xiv) the Pool Factor as of the preceding Record Date.
The Monthly Certificateholders' Statement shall be substantially in the
form of Exhibit 2, 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 Exhibit 2, as so
changed. Upon the delivery of such Officer's Certificate to the Trustee,
Exhibit 2, as so changed, shall for all purposes of this Agreement constitute
Exhibit 2. 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 1992, 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 1991-1 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1991-1 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
1991-1 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 1991-1
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 1991-1 Pay Out Events. If any one of the following
----------------------------
events shall occur during either the Revolving Period or the Controlled
Amortization Period with respect to the Series 1991-1 Certificates:
(a) failure on the part of the Seller (i) to make any payment or deposit
required by the terms of (A) this Agreement relating to the Series 1991-1
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
28
<PAGE>
(ii) duly to observe or perform in any material respect any covenants or
agreements of the Seller set forth in this Agreement, which failure has a
material adverse effect on the Series 1991-1 Certificateholders (which
determination shall be made without regard to whether any funds are on deposit
in the Cash Collateral Account) 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
1991-1 Certificates evidencing Undivided Interests aggregating not less than 50%
of the Investor Interest of this Series 1991-1, and continues to affect
materially and adversely the interests of the Series 1991-1 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 1991-1 Certificates evidencing
Undivided Interests aggregating not less than 50% of the Investor Interest of
this Series 1991-1, and (ii) as a result of which the interests of the Series
1991-1 Certificateholders are materially and adversely affected (which
determination shall be made without regard to whether any funds are on deposit
in the Cash Collateral Account) and continue to be materially and adversely
affected for such period; provided, however, that a Series 1991-1 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 for such period;
(d) the Seller shall fail to convey Receivables arising under Additional
Accounts to the Trust, as required by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a material adverse
effect on the Holders of the Series 1991-1 Certificates;
(f) on any Record Date, the Available Cash Collateral Amount shall be less
than 3% of the Investor Interest; or
29
<PAGE>
(g) the average Payment Rate for any six consecutive Monthly Periods is
less than 5%;
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 1991-1 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 1991-1 Pay
Out Event") has occurred as of the date of such notice, and in the case of any
event described in subparagraphs (c), (d), (f) or (g), a Series 1991-1 Pay Out
Event shall occur without any notice or other action on the part of the Trustee,
the Enhancement Provider or the Series 1991-1 Certificateholders immediately
upon the occurrence of such event.
SECTION 10. Series 1991-1 Termination.
-------------------------
In the event that the final distribution of principal and interest to the
Series 1991-1 Certificateholders has not occurred before the Distribution Date
occurring in the second month preceding the month of the Scheduled Series 1991-1
Termination Date (the "Extension Date"), the right of Series 1991-1
Certificateholders to receive payments from the Trust may, by vote of the
Holders of Series 1991-1 Certificates evidencing Undivided Interests aggregating
not less than 66 2/3% of the Investor Interest of this Series prior to the
Transfer Date in the month immediately preceding the month in which the
Scheduled Series 1991-1 Termination Date occurs, be extended until the earlier
of (i) the day which is one year after the Scheduled Series 1991-1 Termination
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 Certificate Interest accrued through the Record Date
preceding such Distribution Date (the "Final Series 1991-1 Termination Date").
The Trustee shall notify the Series 1991-1 Certificateholders, by notice given
by first-class mail to such Investor 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 1991-1 Certificates as
of the Record Date immediately succeeding the Extension Date vote to extend the
right of the Series 1991-1 Certificateholders to receive payments from the Trust
until the Final Series 1991-1 Termination Date prior to the Transfer Date in the
month immediately preceding the month in which the Scheduled Series 1991-1
Termination Date occurs, the right of the Series 1991-1 Certificateholders to
receive payment from the Trust will terminate on the Scheduled Series 1991-1
Termination Date; (ii) the right to withdraw funds from the Cash Collateral
Account will terminate on the Scheduled Series 1991-1 Termination Date and the
Cash Collateral Account will thereafter be unavailable to make payments on the
Series 1991-1 Certificates, in the event that the period during which the
30
<PAGE>
Series 1991-1 Certificateholders are entitled to receive payments from the Trust
is extended; and (iii) (unless the Rating Agency notifies the Trustee to the
contrary prior to such Record Date) that the rating assigned to the Series 1991-
1 certificates by the Rating Agency will be withdrawn on the Scheduled Series
1991-1 Termination Date. In the event that the Series 1991-1 Investor
Certificateholders vote to extend the right of the Series 1991-1
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 this Agreement shall be deemed to no longer include
any references to the Cash Collateral Account, the Available Cash Collateral
Amount or to the Trustee's ability to make any withdrawals from the Cash
Collateral Account, and no deposits shall be made to the Cash Collateral
Account; provided, however, that the Trustee shall, subject to subsection
-------- -------
4.09(h), continue to pay to the Cash Collateral Depositor the amounts specified
in subsection 4.06(g)(ii) and, for the purposes of such payments, the amount
required to be deposited to the Cash Collateral Account on each Transfer Date
pursuant to subsection 4.06(g)(i) shall be zero.
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
- ----------
and Servicer hereby ratifies and reaffirms its representations, warranties and
covenants of the Seller contained in the Agreement in Sections 2.03, 2.04 and
2.05 with respect to the Seller and Section 3.03 with respect to Servicer.
SECTION 13. Specification of Certain Rights and Obligations. The Cash
-----------------------------------------------
Collateral Depositor shall have the right to consent or give notice, as the case
may be, as provided in Sections 1.01 (in the definition of "Eligible Additional
Account", "Eligible Automatic Additional Account" and "Permitted Investments"),
7.02(b)(ii)(D), 8.02(b)(ii)(D), 10.01(b) (to the extent there is a material
adverse effect on the Series 1991-1 Certificateholders), 10.01(c) (to the extent
there is a material adverse effect on the Series 1991-1 Certificateholders),
10.02(a), 11.01(a) and 13.01(b), in each case subject to the terms and
conditions, if any, contained in such Section, and under the circumstances
specified therein.
Upon the earlier of (i) the receipt by the Trustee from the Agent as to (A)
the termination of the Loan Agreement or (B) the payment of the Initial Cash
Collateral Amount and all other amounts payable pursuant to the Loan Agreement
to the Agent and the Cash Collateral Depositor, or (ii) the Series 1991-1
Certificateholders vote to extend their right to receive payments
31
<PAGE>
from the Trust pursuant to Section 10, this Agreement shall (subject to Section
4.09(h) and the proviso contained in the last sentence of Section 10) be deemed
to no longer include any reference to the Agent, the Enhancement Provider, or
the Cash Collateral Depositor.
Notwithstanding any provision to the contrary contained in the Agreement,
the Agent, the Cash Collateral Depositor and the Enhancement Provider shall have
no rights under the Agreement or this Series Supplement following the earlier of
(i) any event referred to in the immediately preceding sentence or (ii) the day
following the Distribution Date on which the final distribution of principal and
interest on the Series 1991-1 Certificates has been deposited in the
Distribution Account.
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 1991-1 Certificates evidencing Undivided Interests aggregating
not less than 100% of the Investor Interest and (b) the Cash Collateral
Depositor, 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 (2)
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
1991-1 Certificateholders to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1991-1 Certificates. In the event of
--------------------------------------------
a breach of any of the representations and warranties set forth in subsection
2.04(a), the Enhancement Provider, by notice then given in writing to the
Seller, the Trustee and the Servicer, may direct the Seller to repurchase the
Series 1991-1 Certificates (as specified below) 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 subsection 2.04(a) 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 Receivables in the Distribution Account, for distribution to the Series
1991-1 Certificateholders pursuant to Article XII of the Pooling and Servicing
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
32
<PAGE>
transferred to the Distribution Account from the Principal Account on such
Transfer Date, (ii) an amount equal to all interest accrued but unpaid on the
Series 1991-1 Certificates at the Certificate Rate through such last day, less
the amount transferred to the Distribution Account from the Finance Charge
Account on such Transfer Date in respect of Certificate Interest, 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 1991-1 Certificates. The Series 1991-1
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 Enhancement Provider for application in accordance with the
terms of the Loan Agreement. If the Enhancement Provider gives notice directing
the Seller to accept reassignment as provided above, the obligation of the
Seller to repurchase the Series 1991-1 Certificates and 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
subsection 2.04(a) available to the Enhancement Provider, the Series 1991-1
Certificateholders or the Trustee on behalf of the Series 1991-1
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 Seller. Chase USA, in its
----------------------------------
capacity as Seller, hereby covenants that following the occurrence of a Series
Pay Out Event described in Section 9(c) of this Series Supplement, except as
otherwise required by any Requirements of Law, it will not reduce the Periodic
Finance Charges assessed on any Receivable or other fees on any Account if the
Seller reasonably believes that, as a result of such reduction, (i) the weighted
average of the Periodic Finance Charges on the last day of the Monthly Period
during which such reduction will be effective (weighted based on the Seller's
reasonable belief as to the Principal Receivables which will be outstanding on
such last day) will be less than (ii) the greater of (A) 12.75% or (B) the sum
of (1) 4.00% and (2) the weighted average of the Certificates Rates of each
Series that will be outstanding on such last day (weighted based on the Seller's
reasonable belief as to (x) the amount of the Investor Interest of each Series
which will be outstanding on such last day, and (y) in the case of Series for
which the Certificate Rate is a floating rate, the Certificate Rate applicable
to such Monthly Period).
33
<PAGE>
SECTION 18. Monthly Servicer's Certificate. The Servicer acknowledges
------------------------------
that, for the purposes of Section 3.04(c), the certificate of a Servicing
Officer shall be in the form of Exhibit C to the Agreement and Schedule 1 to
this Series Supplement.
SECTION 19. Additional Covenants of the Trustee. The Trustee hereby
-----------------------------------
covenants that it will not execute any amendment to the Loan Agreement which (i)
relates to any right or obligation of the Trust or the Trustee under the Loan
Agreement, (ii) any provision of the Loan Agreement relating to the non recourse
nature of the Loan to the Trust and the Trustee, or (iii) any provision of the
Loan Agreement which constitutes an agreement by the Agent or a Cash Collateral
Depositor 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 that such amendment will not result in the
reduction or withdrawal of its then existing rating of the Series 1991-1
certificates.
SECTION 20. Third-Party Beneficiaries. The Agreement and this Series
-------------------------
Supplement will inure to the benefit of the Cash Collateral Depositor. Without
limiting the generality of the foregoing, all covenants and agreements in the
Agreement which expressly confer rights upon the Cash Collateral Depositor shall
be for the benefit of and run directly to the Cash Collateral Depositor, and the
Cash Collateral Depositor 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 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 Enhancement Provider, the Cash Collateral Depositor or the Agent shall,
subject to subsection 4.09(f), be given in the manner specified in Section 13.05
to the Agent at its address specified in the Loan Agreement, or at such other
address as the Agent may direct in writing.
34
<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),
SELLER AND SERVICER
By: /s/ Keith Schuck
-------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.)
By: /s/ Anthony Bocchino
-------------------------
Name: Anthony Bocchino
Title: Vice President
<PAGE>
EXHIBIT 1
---------
FORM OF INVESTOR CERTIFICATE
----------------------------
No. 10 $100,000,000
CUSIP No, 161612AA4
Chase Manhattan Credit Card Master Trust
Series 1991-1 8.75% ASSET BACKED CERTIFICATE
Each $1,000 minimum denomination represents
-------------------------------------------
a 1/1,000,000th undivided interest in certain assets of the
-----------------------------------------------------------
Chase Manhattan Credit Card Master Trust
----------------------------------------
Evidencing an undivided interest in certain assets of a trust, the
corpus of which consists of a portfolio of selected VISA and MasterCard/1/
-
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 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 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 "Investor Certificateholder") is
the registered owner of the undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") (other than Receivables in Additional Accounts and Automatic
Additional Accounts) 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 (including all
Finance Charge Receivables), and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of June 1, 1991 and
Series 1991-1 Supplement dated as of June 1, 1991 (collectively the
- ----------
/1/ 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"), a summary of certain of the pertinent provisions of which is set
forth hereinbelow.
The Seller has structured the Agreement and the Investor Certificates
with the intention that the Investor Certificates will qualify under applicable
tax law as indebtedness, and the Seller, the Holder of the Seller Certificate of
the Servicer and each Investor Certificateholder (or Certificate Owner) by
acceptance of its Certificate (or, in the case of a Certificate Owner, by virtue
of such Certificate owner's acquisition of a beneficial interest therein),
agrees to treat the Investor Certificates consistently with, and to take no
action inconsistent with, the treatment of the Investor 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. Each Certificateholder agrees that it will cause any Certificate
owner acquiring an interest in a Certificate through it to comply with this
Agreement as to treatment as indebtedness under applicable tax law.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This 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 Certificateholder by virtue of the
acceptance hereof assents and by which the Certificateholder is bound
THE AGREEMENT AND THE CERTIFICATES CREATED THERE UNDER 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 Receivables consist of Principal Receivables which arise from the
purchase of goods, services and cash advances and of Finance Charge Receivables
which arise generally from Periodic Finance Charges and other fees and charges,
as more fully specified in the Agreement. The assets of the Trust in which this
Certificate represents an interest consists of (i)(a) the Receivables (other
than Receivables in Additional Accounts and Automatic Additional Accounts) 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, (ii) such funds as
from time to time are deposited in the Collection Account, the Investor Accounts
and the Series 1991-1 Subaccount
2
<PAGE>
(iii) the benefits of a Cash Collateral Account having an initial stated amount
of $110,000,000, This Certificate is one of a series of Certificates entitled
"Chase Manhattan Credit Card Master Trust Series 1991-1 8.75% Asset Backed
Certificates" (the "Certificates"), each of which represents an undivided
interest in certain assets of the Trust, including the right to receive
collections allocable to the Certificates and other amounts at the times and in
the amounts specified in the Agreement to be deposited in the Investor Accounts
or paid to the Investor Certificateholders, The aggregate interest represented
by the Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Investor Interest at such time. The Initial
Investor Interest is $1,000,000,000, The Investor Interest on any date of
determination will be an amount equal to (a) $1,000,000,000, minus (b) the
-----
aggregate amount of payments of Certificate Principal paid to the Investor
Certificateholders prior to such date of determination, minus (c) the excess, if
-----
any, of the aggregate amount of Investor Charge Offs over Investor Charge Offs
reimbursed prior to such date of determination. 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 Investor Certificates or any other
Series of certificates.
During the Revolving Period, which begins on the date of issuance of
this Certificate, Certificate Interest at the rate specified above will be
distributed on August 15, 1991 and on the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, on the next
succeeding Business Day (a "Distribution Date"), to the Certificateholder of
record as of the last Business Day of the month preceding the related
Distribution Date. During either the Controlled Amortization Period, which is
scheduled to begin with the December 1995 Monthly Period, except in certain
limited circumstances set forth in the Agreement, or the Rapid Amortization
Period, Certificate Interest and Certificate Principal will be distributed to
the Certificateholder on the Distribution Date of each calendar month commencing
in the month following the month in which either the Controlled Amortization
Period or the Rapid Amortization Period commences.
The Servicer shall deposit all Collections in the Collection Account
as promptly as possible after the Date of processing of such Collections, but in
no event later than the second Business Day following such Date of Processing.
Notwithstanding anything in the Agreement to the contrary, for so long
as, and only so long as, the Seller shall remain the Servicer hereunder and
(a)(i) the Servicer provides to the Trustee a letter of credit or other
arrangement covering risk
3
<PAGE>
of collection of the Servicer acceptable to the Rating Agency (as evidenced by
letters from the Rating Agency) and (ii) the Seller shall not have received a
notice from the Rating Agency that such letter of credit or other arrangement
would result in the lowering of such Rating Agency's then-existing rating of the
Investor Certificates or (b) under certain circumstances permitted under the
Agreement, the Servicer need not deposit Collections from the Collection Account
into the Principal Account or the Finance Charge Account or make payments to the
Holder of the Seller Certificate prior to the close of business on the day any
Collections are deposited in the Collection Account, but may make such payments
with respect to each Billing Cycle on the Transfer Date in the Monthly Period
following the Monthly Period in which such Billing Cycle ended in an amount
equal to the net amount of such deposits, payments and withdrawals which would
have been made but for the provisions of this paragraph.
On each Determination Date, the Servicer shall withdraw or shall
instruct the Trustee to withdraw, and on each succeeding Transfer Date the
Servicer or the Trustee acting in accordance with such instructions shall
withdraw, from the Finance Charge Account and deposit to the Distribution
Account to the extent funds were available from Collections processed during
each Billing Cycle which ended during the preceding Monthly Period: (i) first,
Certificate Interest in an amount equal to one-twelfth of the product of the
Certificate Rate and the Investor Interest determined as of such Transfer Date
provided, however, that with respect to the first Monthly Period interest shall
- -------- -------
accrue from and including June 20, 1991 to and including July 31, 1991; (ii)
then, an amount equal to the amount of any unpaid Deficiency Amounts, as defined
below, and on such Transfer Date the Servicer or the Trustee, as the case may
be, shall deposit such funds into the Distribution Account. If the funds
available in the Finance Charge Account are less than the amount required to be
so deposited, the Trustee, acting upon instructions from the Servicer, shall
make a withdrawal from the Cash Collateral Account in the amount of such
deficiency (up to the Available Cash Collateral Amount), and the proceeds from
such drawing shall be deposited into the Distribution Account. If the amounts
described above in this paragraph are insufficient to pay such interest in
respect of any Monthly Period, payments to the Investor Certificateholders will
be reduced by the amount of such deficiency. The amount, if any, of such
deficiency for any month shall be referred to as the "Deficiency Amount,"
Interest shall not accrue on Deficiency Amounts.
The Chase Manhattan Bank (USA), as Servicer, is entitled to receive as
servicing compensation a monthly servicing fee in an amount equal to one-twelfth
of the product of 2.15% per annum and the Aggregate Principal Receivables in the
Trust on the Record Date in each Monthly Period. The share of the servicing fee
for each Monthly Period allocable to the Investor Certificates shall be equal to
one-twelfth of the product of
4
<PAGE>
2.15% per annum and the Investor Interest as of the related Record Date and will
be paid as described below provided, however, that with respect to the first
-------- --------
Monthly Period such fee shall be computed in the manner provided in the
Agreement. The remainder of the servicing fee, which will be allocable to Holder
of the Exchangeable Seller Certificate and the other Series of certificates, if
any, will be payable by the Holder of the Exchangeable Seller Certificate or by
the Holders of such series of Certificates, and neither the Trust nor the
Trustee or the Investor Certificateholders will have any obligation to pay such
portion of the servicing fee.
On each Determination Date, the Servicer shall instruct the Trustee to
withdraw, and on each Transfer Date the Servicer or the Trustee shall withdraw,
from the Finance Charge Account for application as required by the Agreement an
amount equal to (i) an amount equal to the Aggregate Investor Default Amount, if
any, for the preceding Monthly Period, (ii) an amount equal to the aggregate
amount of Investor Charge Offs, if any, which have not theretofore been
reimbursed, (iii) the Monthly Investor Servicing Fee for the preceding Monthly
Period and any accrued and unpaid Monthly Investor Servicing Fees from previous
Monthly Periods. If the amount on deposit in the Finance Charge Account with
respect to any month is insufficient to make the payments specified above, after
giving effect to withdrawals therefrom with respect,to Certificate Interest, the
Servicer shall make a withdrawal from the Cash Collateral Account, up to the
Available Cash Collateral Amount (after giving effect to any withdrawals
therefrom with respect to Certificate Interest) to make such payments in the
order set forth above provided, however, the Servicer shall only make a
-------- -------
withdrawal with respect to the payment in clause (iii) of the immediately
preceding sentence if Chase USA or an affiliate is not the Servicer.
On the Determination Date in the Monthly Period following the Monthly
Period in which either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each Determination Date thereafter, the
Servicer shall instruct the Trustee to withdraw, and on the next succeeding
Transfer Date the Servicer or the Trustee shall withdraw, all amounts on deposit
in the Principal Account in respect of Collections processed during the
preceding Monthly Period with respect to each Billing Cycle which ended during
such Monthly Period and deposit such amounts in the Distribution Account for
distribution to the Investor Certificateholders pursuant to the terms of the
Agreement on the next succeeding Distribution Date.
On each Distribution Date occurring after a deposit is made pursuant
to the paragraph above, the Paying Agent shall pay to the Investor
Certificateholders the amount deposited on the related Transfer Date into the
Distribution Account in respect of Certificate Interest and, in addition, during
either the Controlled Amortization Period or the Rapid Amortization Period, the
Paying Agent shall pay to the Investor Certificateholders the
5
<PAGE>
amount deposited on the related Transfer Date into the Distribution Account in
respect of Certificate Principal Distributions with respect to this Certificate
will be made by the Paying Agent by check mailed to the address of the Investor
Certificateholders of record appearing in the Certificate Register (except for
the final distribution in respect of this Certificate) without the presentation
or surrender of this Certificate or the making of any notation thereon, except
that with respect to Certificates registered in the name of the nominee of a
Clearing Agency, distributions will be made in the form of immediately available
funds.
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 Seller may designate (subject to the terms and conditions of the
Agreement), during the Revolving Period, Accounts for deletion and removal from
the Accounts previously assigned to and constituting a part of the Trust;
provided, however, that the Seller shall not make more than one such designation
- -------- --------
in any Monthly Period and further provided, however, that such transfer shall,
with respect to each Removed Account, be effective as of the close of business
at the end of the related Billing Cycle in which the Removal Date occurs.
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
Investor Certificateholders owning 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
this Certificateholder shall be conclusive and binding on such Certificateholder
and on
6
<PAGE>
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 and 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 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.
Subject to prior termination of Series 1991-1, the Agreement provides
that the right of the Investor Certificateholder to receive payments from the
Trust will terminate on the Scheduled Series 1991-1 Termination Date, unless
extended as set forth in the Agreement. Upon the termination of the Trust
pursuant to Section 12.01 of the Agreement, the Trustee shall assign and convey
to the Holder of the Seller Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables, whether
then existing or thereafter created, and all proceeds thereof and Insurance
Proceeds and Recoveries relating thereto and Interchange allocable to the Trust
pursuant to subsection 2.05(k) of the Agreement. The Trustee shall execute and
deliver such instruments of transfer and assignment, in each case without
recourse, as shall be reasonably requested by the Holder of the Seller
Certificate to vest in such Holder all right, title and interest which the
Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature
7
<PAGE>
this Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.
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 20, 1991
8
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.).
Trustee
By:____________________________________
Authorized Officer
9
<PAGE>
EXHIBIT 2
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
---------------------------------------------
THE CHASE MANHATTAN BANK (USA)
---------------------------------------------
Chase Manhattan Credit Card Master Trust Series 1991-1
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 1991-1 Supplement dated as of June __, 1991
(collectively, 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 Certificateholders and the performance
of the Chase Manhattan Credit Card Master Trust (the "Trust") and the Series
1991-1 Investor Certificates during the previous month, The information which is
required to be prepared with respect to the _________ 199_ Distribution Date and
with respect to the performance of the Trust during the month of ________, 199_
(the "________ 199_ 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 1991-1 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.
A. Information Regarding the Current Monthly Distribution (Stated on the Basis
of $1,000 Original Certificate Principal Amount)
---------------------------------------------------------------------------
1.The total amount of the distribution to Certificateholders on
________, 199__, per $1,000 original certificate principal amount
$________
2.The amount of the distribution set forth in paragraph 1 above in
respect of principal of the Certificates, per $1,000 original
certificate principal amount $________
3.The amount of the distribution set forth in paragraph 1 above in
respect of interest on the Certificates per $1,000 original
certificate principal amount $________
<PAGE>
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collections
-----------
(a) The aggregate amount of Collections processed with respect to
Billing Cycles ending during the preceding Monthly Period and
allocated to the Certificates was equal to........... $________
(b) The Payment Rate with respect to the preceding Monthly Period was
equal to............................................. $________
For the ____________ Monthly Period (the 2nd preceding Monthly
Period), the monthly payment rate was equal to....... ________%
For the ____________ Monthly Period (the 3rd preceding Monthly
Period), the monthly payment rate was equal to....... ________%
(c) 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
Certificates........................................ $________
(d) The aggregate amount of Collections of Finance Charge Receivables
processed with respect to Billing Cycles which ended during the
preceding Monthly Period which were allocated in respect of the
Certificates......................................... $________
2. Deficit Controlled Amortization Amount.................... $________
--------------------------------------
3. Principal Receivables in the Trust
----------------------------------
(a) 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 1991-1,
and by the Investor Interest of all other outstanding
Series).............................................. $________
(b) The amount of Principal Receivables in the Trust represented
by the Investor Interest of Series 1991-1 as of the end of each
Billing Cycle ending during the preceding Monthly Period as of
________, 199__ (the last day of the month).......... $________
2
<PAGE>
(c) The Investor Interest set forth in paragraph 3(b) above as a
percentage of the aggregate amount of Principal Receivables set
forth in paragraph 3(a) above........................ $________
(d) The annualized portfolio yield for the preceding Monthly
Period was equal to................................... ________%
For the __________ Monthly Period (the 2nd preceding Monthly
Period), the annualized portfolio yield was equal to.. ________%
For the __________ Monthly Period (the 3rd preceding Monthly
Period), the annualized portfolio yield was equal to.. ________%
The three month average gross portfolio yield was equal to
...................................................... ________%
(e) Base Rate cushion [3 month average portfolio yield - 3 month
average investor default percentage - Base Rate] for the
preceding monthly period was equal to................. ________%
For the ___________ Monthly Period (the 2nd preceding Monthly
Period), the annualized base rate cushion was equal to ________%
For the ___________ Monthly Period (the 3rd preceding Monthly
Period), the annualized base rate cushion was equal to ________%
4. 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 ending in the _________, 199__ Monthly Period:
As a Percentage
Aggregate Account of Aggregate
Balance Receivables
(a) up to 29 days:.. $_______ _______%
(b) 30 - 59 days:... $_______ _______%
(c) 60 - 89 days:... $_______ _______%
(d) 90 or more days: $_______ _______%
Total:.......... $_______ _______%
3
<PAGE>
5. Investor Default Amount
-----------------------
(a) The aggregate amount of all defaulted Principal Receivables
written off as uncollectible with respect to Billing Cycles
ending during the ____ 199___ Monthly Period allocable to tire
Investor Interest (the "Aggregate Investor Default
Amount").............................................. $________
(b) The annualized investor default percentage [(Aggregate
Investor Default Amount/Investor Interest) x 12] for the
________, 199___ Monthly Period was equal to......... ________%
For the ________ Monthly Period (the 2nd preceding Monthly
Period), the annualized investor default percentage was equal to
....................................................... ________%
For the ___________ Monthly Period (the 3rd preceding Monthly
Period), the annualized investor default percentage was equal to
....................................................... ________%
6. Investor Charge Offs; Reimbursement of Charge Offs
--------------------------------------------------
(a) The excess of the Investor Default Amount set forth in
paragraph 5(a) above, over the amount of the withdrawal from the
Cash Collateral Account made to reimburse the Trust for such
amount written off (an "Investor Charge Off").......... $________
(b) The amount of the Investor Charge Off set forth in paragraph
6(a) above, per $1,000 original certificate principal amount
(which will have the effect of reducing pro rata, the amount of
--- ----
each Certificateholder's investment)................... $________
(c) The total amount reimbursed to the Trust in the current month
from a withdrawal from the Cash Collateral Account in respect of
Investor Charge Offs in prior months................... $________
(d) The amount set forth in paragraph 6(c) above, per $1,000
interest (which will have the effect of increasing, pro rata, the
--- ----
principal balance of each Certificate)................. $________
7. Investor Servicing Fee
----------------------
The amount of the Investor Monthly Servicing Fee payable by the Trust
to the Servicer for the Monthly Period..................... $________
4
<PAGE>
8. Available Cash Collateral Amount
--------------------------------
The amount available to be withdrawn from the Cash Collateral Account
as of the close of business on _________ 15, 199____ (the
"Distribution Date"), after giving effect to all drawings, deposits
and payments to be made in respect of the _________ 199___ Monthly
Period..................................................... $________
9. Required Cash Collateral Amount
-------------------------------
The Required Cash Collateral Amount as of the Transfer Date on _____,
199__ was equal to......................................... $________
10. Deficit Controlled Amortization Amount for the Preceding Monthly
----------------------------------------------------------------
Period
------
The amount, if any, by which the Controlled Distribution Amount for
the March Monthly Period exceeds the Monthly Total Percentage
Allocation for the ________ 199__ Monthly Period, determined as of the
end of the ________ 199___ Monthly Period, after giving effect to all
adjustments pursuant to Section 4.02(b).................... $________
C. The Pool Factor
---------------
The Pool Factor for the preceding Record 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
................................................................ $________
THE CHASE MANHATTAN BANK (USA),
Servicer
By:_______________________________
Name:
Title:
5
<PAGE>
EXHIBIT 3
---------
FORM OF DEPOSITARY AGREEMENT
----------------------------
<PAGE>
EXHIBIT 4
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND/OR
NOTIFICATION TO THE TRUSTEE
-------------------------------------------
THE CHASE MANHATTAN BANK (USA)
-------------------------------------------
Chase Manhattan Credit Card Master Trust, Series 1991-1
-------------------------------------------
The undersigned a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1, 1991 and the Series 1991-1 Supplement
dated as of June ___, 1991 (collectively, the "Agreement") by and between Chase
and Yasuda Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), does
hereby certify as follows:
A) Capitalized terms used in this Certificate have their respective
meanings set forth in the Agreement; 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
Section 4.05 of the Agreement.
B) Chase is the Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is ________, 199__ which is a
Determination Date under the Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
--------------------------------
Pursuant to Section 4.06, the Servicer [will] [will instruct the
Trustee to] (i) make a withdrawal from the Finance Charge Account on
______________, ____________, which date is a Transfer Date under the Agreement,
in an aggregate amount as set forth below in respect of the following amounts
and (ii) to apply the proceeds of such withdrawal in accordance with Section
4.06:
A) Pursuant to subsection 4.06(a):
-------------------------------
(1) Interest at the Certificate Rate for the preceding
Monthly Period on the Investor Interest.......... $________
<PAGE>
(2) Deficiency Amounts............................... $________
B) Pursuant to subsection 4.06(d):
-------------------------------
(1) Aggregate Investor Default Amount for the preceding
Monthly Period................................... $________
C) Pursuant to subsection 4.06(e):
-------------------------------
(1) Unreimbursed Investor Charge Offs................ $________
D) Pursuant to subsection 4.06(f):
-------------------------------
(1) The Investor Monthly Servicing Fee for the preceding
Monthly Period................................... $________
(2) Accrued and unpaid Investor Monthly Servicing Fees in
respect of the previous Monthly Periods.......... $________
[If Chase USA is not the Servicer]
E) Pursuant to subsection 4.06(g):
-- -------------------------------
(1) Deposit into the Cash Collateral Account......... $________
(2) Pay to the [Cash Collateral Provider for application
pursuant to the Loan Agreement] [Seller]......... $________
Total.................................. $________
=========
[Applicable only to Determination Dates during the Controlled
Amortization Period, commencing with the second Determination Date during the
Controlled Amortization Period:] [Pursuant to Section 4.08, the Servicer (will]
[will instruct the Trustee to] (i) make a withdrawal from the Principal Account
on _______________, which is a Transfer Date under the Agreement, in an amount
equal to $____________ (which amount is the lesser of the amounts set forth in
(A) and (D) below) and (ii) deposit such amounts in the Distribution Account for
application in accordance with Section 5.01:
A) Investor Percentage of Principal Collections processed during the
Billing Cycles which ended during the preceding, Monthly Period
...................................................... $________
B) Controlled Amortization Amount......................... $________
C) Deficit Controlled Amortization Amount for the preceding
Monthly Period........................................ $________
2
<PAGE>
D) Controlled Distribution Amount for preceding Monthly Period
((B)+(C))............................................. $________
[Applicable only to Determination Dates during the Rapid Amortization
Period:] [Pursuant to Section 4.08, the Servicer (will] [will instruct the
Trustee to] (i) make a withdrawal from the Principal Account on
_________________, which is a Transfer Date under the Agreement, in the amount
set forth below, and (ii) deposit such amounts in the Distribution Account for
application in accordance with Section 5.01:
Investor Percentage of Principal Collections processed during the
Billing Cycles which ended during the preceding Monthly Period
........................................................... $________
II. NOTIFICATION OF WITHDRAWALS FROM THE CASH COLLATERAL ACCOUNT
------------------------------------------------------------
Pursuant to Section 4.06, the Servicer hereby instructs the Trustee to
make a withdrawal from the Cash Collateral Account on ________________, the
Withdrawal Date of the current calendar month, in an aggregate amount as set
forth below (up to the Available Cash Collateral Amount) in respect of the
following amounts and to apply on _______________ the Transfer Date of the
current calendar month, the proceeds of such withdrawal pursuant to the
provisions of Section 4.06:
A) Pursuant to subsection 4.06(a):
------------------------------
(1) Interest at the Certificate Rate for the preceding
Monthly Period on the Investor Interest.......... $________
(2) Deficiency Amounts............................... $________
B) Pursuant to subsection 4.06(g):
------------------------------
Aggregate Investor Default Amount for the preceding Monthly
Period................................................ $________
C) Pursuant to subsection 4.06(e):
------------------------------
Unreimbursed Investor Charge Offs..................... $________
D) [If Chase USA is not the Servicer]
Pursuant to subsection 4.06(f):
------------------------------
(1) The Investor Monthly Servicing Fee for the preceding
Monthly Period................................... $________
3
<PAGE>
(2) Accrued and unpaid Investor Monthly Servicing Fees in
respect of the previous Monthly Periods.......... $________
Total............................ $________
========
Pursuant to subsection 4.09(b), the Servicer hereby instructs the
Trustee to make a withdrawal from the Cash Collateral Account on
_______________, the Transfer Date of the current calendar month, in the amount
of $_______ (which equals an interest and earnings (net of investment losses and
expenses) earned since the preceding Transfer Date on funds in deposit in the
Cash Collateral Account) are to pay such amounts to the [Cash Collateral
Depositor for application in accordance with the Loan Agreement] [Seller].
Pursuant to subsection 4.09(d), the Servicer hereby instructs the
Trustee to make a withdrawal from the Cash Collateral Account on
_______________, the Transfer Date of the current calendar month, in the amount
of $_______ (which equals the Cash Collateral Account Surplus) and to pay such
amounts to the [Cash Collateral Depositor for application in accordance with the
Loan Agreement] [Seller].
III. ACCRUED AND UNPAID AMOUNTS
--------------------------
After giving effect to the withdrawals and drawings to be made in
accordance with this Certificate, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current calendar month:
A) Subsection 4.06(a):
------------------
The aggregate amount of all Deficiency Amounts........ $________
B) Subsection 4.06(b):
------------------
The aggregate amount of all unreimbursed Investor Charge Offs
...................................................... $________
C) Subsection 4.06(e):
------------------
The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees........................................ $________
4
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed
this certificate this ______ day of ___________, _____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:_____________________________
Name:
Title:
5
<PAGE>
FORM OF MONTHLY PAYMENT
NOTIFICATION TO THE TRUSTEE
-------------------------------------------
THE CHASE MANHATTAN BANK (USA)
Chase Manhattan Credit Card Master Trust Series 1991-1
-------------------------------------------
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1, 1991 and the Series 1991-1 Supplement
dated as of June __, 1991, (collectively, the "Agreement") by and between Chase
and Yasuda Bank and Trust Company (U.S,A,), as trustee (the "Trustee"), does
hereby certify as follows:
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement; 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 Section 4.10(c) of the Series 1991-1 Supplement.
B) Chase is the Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is ________, 199__ which is a
Transfer Date under the Agreement.
E) All deposits and withdrawals required to be made by the
Servicer on such Transfer Date pursuant to the Pooling and Servicer
Agreement have been made in the manner and in the amounts indicated in the
Monthly Payment Instructions and/or Notice to the Trustee delivered on
_____________, _____ which date is the Determination Date relating to this
Transfer Date.
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this _____ day of ____________, ____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT 5
---------
FORM OF NOTIFICATION TO THE TRUSTEE OF
[SELLER's] [SERVICER's]
FAILURE TO MAKE DEPOSIT OR WITHDRAWAL
-------------------------------------
THE CHASE MANHATTAN BANK (USA)
Chase Manhattan Credit Card Master Trust Series 1991-1
------------------------------------
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1, 1991 and the Series 1991-1 Supplement
dated as of June ___, 1991, (collectively, the "Agreement") by and between Chase
and Yasuda Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), does
hereby certify as follows:
------------------------------------
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement; 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 Section 3,04(e) of the Agreement.
B) Chase is the [Seller][Servicer] under the Agreement.
C) The undersigned is a[n] [authorized officer of the Seller]
[Servicing Officer].
D) The date of this notice is _______________.
E) The [Seller][Servicer] has failed to make a (deposit into the
________ Account in the amount of $ ________ as required by Section ___ of
the Agreement] [withdrawal from the _______________ Account in the amount
of $______ as required by Section __ of the Agreement] [payment in the
amount of $_________ to ______________ as required by Section ____ of the
Agreement] which [deposit/withdrawal/payment] was required to be made [no
later than] [___ p.m.].
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this _____ day of ____________, ______.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:____________________________
Name:
Title:
2
<PAGE>
Schedule 1991-1 - to
Monthly Servicer's Certificate
------------------------------
THE CHASE MANHATTAN BANK (USA)
---------------------------------------
Chase Manhattan-Credit Card Master Trust, Series 1991-1
---------------------------------------
For the ____________ Determination Date
For the ____________ Monthly Period
1. The aggregate amount of Collections processed during the Billing
Cycles ending during the preceding 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 preceding Monthly Period(the "Collections of Finance Charge
Receivables") allocated to Series 1991-1 was equal to................ $________
(b) The aggregate amount of Collections of Principal Receivables
collected during the preceding Monthly Period (the "Collections of Principal
Receivables" allocated to Series 1991-1 was equal to................. $________
(c) The aggregate amount of Collections of deemed to be Collections of
Finance Charge Receivables pursuant to subsection 4.02(b)(i) during the
preceding Monthly Period relating to Series 1991-1 (the "Estimated Collections
of Billed Finance Charge Receivables") was equal to.................. $________
(d) The aggregate amount of Collections deemed to be Principal
Receivables pursuant to subsection 4.02(b)(i) during the preceding Monthly
Period relating to Series 1991-1 (the "Estimated Collections of Billed Principal
Receivables") was equal to........................................... $________
2. The aggregate amount of funds on deposit in the Series Account with
respect to Series 1991-1 with respect to Collections processed during Billing
Cycles which ended during the preceding Monthly Period, and applicable to Series
as of the end of the last day of the preceding Monthly Period was equal to
..................................................................... $________
3. (a) Collections Of Finance Charge Receivables allocated to Series
1991-1 minus Collections of Estimated Collected Finance Charge Receivables
(1(c)-1(a)) (the "Aggregate Allocation Adjustment Amount") was equal to
..................................................................... $________
<PAGE>
(b) The aggregate amount of the Allocation Adjustment Amount for each
Billing Cycle which ended during the preceding Monthly Period for which the
Collected Finance Charge Receivables were less than the Billed Finance Charge
Receivables (other than Billing Cycles in respect of which transfers of the
Allocation Adjustment Amount were made during the preceding Monthly Period) was
equal to............................................................. $________
(c) The aggregate amount of funds on deposit in the Finance Charge
Account with respect to Collections of Finance Charge Receivables processed
during Billing Cycles which ended during the proceeding Monthly Period and
allocated to Series 1991-1 as of the end of Monthly Period, was equal to
..................................................................... $________
(d) The aggregate amount of the Allocation Adjustment Amount for each
Billing Cycle which ended during the preceding Monthly Period for which the
Collected Finance Charge Receivables were greater than the Billed Finance Charge
Receivables (other than Billing Cycles in respect of which transfers of the
Allocation Adjustment Amount were made during the preceding Monthly Period),
relating to Series 1991-1 was equal to............................... $________
(e) The aggregate amount of funds which will be on deposit in the
Finance Charge Account on the Transfer Date relating to Series 1991-1 following
this Determination Date, after giving effect to the payments and transfers n
Items 3(b) and 3(c), will be $_______________ (3(a)-3(b)+3(c)).
4. (a) The aggregate amount of funds on deposit in the Principal
Account with respect to Collections processed during Billing Cycles which ended
during the preceding Monthly Period and allocated to Series 1991-1, as of the
end of the last day of the preceding Monthly Period was equal to..... $________
(b) The aggregate amount of the Allocation Adjustment Amount for each
Billing Cycle which ended during the preceding Monthly Period relating to Series
1991-1 for which the Collected Finance Charge Receivables were less than the
Billed Finance Charge Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made during the preceding
Monthly Period) relating to Series 1991-1 was equal to $__________ (of which
$__________ [none of which] will be withdrawn from the [Finance Charge Account]
and deposited to the [Principal Account].
(c) The aggregate amount of the Allocation Adjustment Amount for each
Billing Cycle which ended during the preceding Monthly Period for which the
Collected Finance Charge Receivables were greater than the Billed Finance Charge
Receivables (other than Billing Cycles in respect of which transfers of the
Allocation Adjustment Amount were made during the preceding Monthly Period)
relating to Series 1991-1, was equal to $__________ , [of which $__________]
[none of which] will be
2
<PAGE>
withdrawn from the [Principal Account] and deposited to the (Finance Charge
Account].
(d) 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 4(b) and 4(c), will be
(4(a)+4(b)-4(c)).
5. The aggregate amount of funds on deposit in the Retention
Subaccount relating to Series 1991-1 as of the end of the last day of the
preceding Monthly Period was equal
to................................................................... $________
6. The aggregate amount of [withdrawals][payments] required to be made
under the [Cash Collateral Account] pursuant to Section 4.06 or 4.10 on the
_________ Date in the current calendar month is equal to............. $________
7. (a) The aggregate amount of Interchange to be deposited to the
Collection Account and allocated to Series 1991-1 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 Funding Account to be transferred from the
Retention Account to the [Finance Charge Account] on the [next succeeding
Transfer Date] is equal to........................................... $________
8. The sum of all amounts payable to the Investor Certificateholders
of Series 1991-1 on the Distribution Date in the current Monthly Period is equal
to:
Payable in respect of
principal____________ ............... $________
Payable in respect of
interest_____________ ............... $________
Total................... $________
9. [No Series Pay Out Event or Trust Pay Out Event has occurred.] [The
following [Series Pay Out Event] (Trust Pay Out Event] has occurred:
_______________________________.]
3
<PAGE>
Exhibit 4.3
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 1992-1 Certificateholders
--------------------
AMENDED AND RESTATED
SERIES 1992-1 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full
the Series 1992-1 Supplement,
dated as of March 1, 1992
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
--------------------
$750,000,000
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1992-1
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
SECTION PAGE
SECTION 1. Designation................................. 1
SECTION 2. Definitions................................. 1
SECTION 2A. Conveyance.................................. 7
SECTION 3. Minimum Seller Interest, Minimum Aggregate
Principal Receivables and Removal of
Accounts................................. 9
SECTION 4. Reassignment and Transfer Terms............. 10
SECTION 5. Delivery and Payment for the Series 1992-1
Certificates............................. 10
SECTION 6. Depositary; Form of Delivery of Series
1992-1 Certificates...................... 10
SECTION 7. Enhancement................................. 10
SECTION 8. Article IV of Agreement..................... 10
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders.... 11
SECTION 4.02B. The Series 1992-1 Collection
Subaccount............................ 11
SECTION 4.03. Establishment of Series 1992-1 Investor
Accounts.............................. 13
SECTION 4.04. Allocations............................... 14
SECTION 4.05. Defaulted Accounts........................ 17
SECTION 4.06. Monthly Payments.......................... 17
SECTION 4.07. Payment of Certificate Interest........... 21
SECTION 4.08. Payment of Certificate Principal.......... 21
SECTION 4.09. Establishment of the Cash Collateral
Account............................... 22
SECTION 4.10. Seller's or Servicer's Failure to Make a
Deposit or Payment.................... 26
SECTION 4.11. Time of Deposits and Withdrawals.......... 29
SECTION 4.12. [Reserved]................................ 29
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions............................ 29
SECTION 5.02. Monthly Certificateholders' Statement.... 29
SECTION 9. Series 1992-1 Pay Out Events............. 31
SECTION 10. Series 1992-1 Termination................ 33
SECTION 11. Ratification and Reaffirmation of Pooling
and Servicing Agreement.............. 34
SECTION 12. Ratification and Reaffirmation of
Representations and Warranties....... 34
SECTION 13. Cash Collateral Depositor................ 34
i
<PAGE>
SECTION PAGE
SECTION 14. No Subordination......................... 35
SECTION 15. Repurchase of the Series 1992-1
Certificates......................... 35
SECTION 16. Counterparts............................. 36
SECTION 17. Additional Covenants of the Seller....... 36
SECTION 18. Additional Covenants of the Trustee...... 37
SECTION 19. Third-Party Beneficiaries................ 37
SECTION 20. Series 1992-1 Investor Exchange.......... 37
SECTION 21. Governing Law............................ 38
SECTION 22. Notices.................................. 38
SECTION 23. Appointment of Luxembourg Co-Paying Agent 38
ii
<PAGE>
SECTION PAGE
EXHIBITS
--------
EXHIBIT 1 - Form of Investor Certificate
EXHIBIT 2 - Form of Monthly Certificateholders' Statement
EXHIBIT 3 - Form of Depository Statement
EXHIBIT 4 - Form of Monthly Payment Instructions/Notification
to Trustee
EXHIBIT 5 - Form of Notification to Trustee Regarding Failure
to Make a Payment
SCHEDULES
Schedule 2 to Exhibit C with respect to the Series 1992-1 Certificates
iii
<PAGE>
Amended and Restated Series 1992-1 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the 1992-1 Supplement, dated as of March 1, 1992, among the
parties listed in the preceding sentence.
RECITALS:
--------
1. Section 6.09(b) of the Agreement 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 1992-1
Certificates and no other Series of Certificates issued by the Trust.
SECTION 1. Designation. The Certificates authorized hereby shall be
-----------
designated generally as the Series 1992-1 Certificates.
SECTION 2. Definitions.
-----------
"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.
"Agent" shall have the meaning specified in subsection 4.09(f).
-----
"Amortization Period" shall mean the period following the Revolving
-------------------
Period which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Cash Collateral Amount" shall mean, with respect to any
--------------------------------
date of determination, the lesser of (i) the amount on deposit in the Cash
Collateral Account (exclusive of interest and earnings thereon, net of losses
and expenses) and (ii) the Required Cash Collateral Amount.
<PAGE>
"Available Finance Charge Collections" shall mean, in the cas of any
------------------------------------
Monthly Period, 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 plus
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 Series 1992-1 Collection Subaccount 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, in the case of any
-------------------------------
Monthly Period, 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)(ii) or 4.04(e)(ii) (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)).
"Base Rate" shall mean, with respect to any Monthly Period, the
---------
Certificate Rate plus 2.25% per annum.
"Cash Collateral Account" shall have the meaning specified in Section
-----------------------
4.09.
"Cash Collateral Account Surplus" shall mean, as of any date of
-------------------------------
determination, the amount, if any, by which the amount on deposit in the Cash
Collateral Account exceeds the Required Cash Collateral Amount.
"Cash Collateral Depositor" shall mean the bank or banks which are
-------------------------
parties to the Loan Agreement on the Closing Date, such bank or banks to be
selected by the Seller on or prior to the Closing Date to make the deposit of
the Initial Cash Collateral Amount in the Cash Collateral Account on the Closing
Date, any successor thereto appointed as provided in the Loan Agreement and any
assignee as provided in the Loan Agreement.
"Cash Collateral Account Permitted Investments" shall mean Permitted
---------------------------------------------
Investments; provided, however, that notwithstanding subclause (a)(ii) of such
definition to the contrary, Cash Collateral Account Permitted Investments shall
include time deposits in, or banker's acceptances issued by, the Cash Collateral
Depositor so long as the Cash Collateral Depositor otherwise satisfies the
rating requirements of such definition.
"Certificate Rate" shall mean, with respect to the Series 1992-1
----------------
Certificates, 7.40% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months.
"Closing-Date" shall mean March 3, 1992.
------------
2
<PAGE>
"Controlled Amortization Amount" shall mean $62,500,000.
------------------------------
"Controlled Amortization Period" shall mean an amortization period
------------------------------
commencing with the September, 1996 Monthly Period and continuing to, but not
including, a Pay Out Commencement Date or to, and including, (i) the date of
termination of the Trust pursuant to Section 12.01 of the Agreement or (ii) the
date of termination of the Series 1992-1 Certificates pursuant to Section 10 of
this Series Supplement.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(ii).
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(ii).
"Deficiency Amount" shall have the meaning specified in subsection
-----------------
4.06(a).
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(ii).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
"Distribution Account" shall have the meaning specified in subsection
--------------------
4.03(b).
"Distribution Date" shall mean April 15, 1992 and the fifteenth day of
-----------------
each calendar month thereafter, or, if such fifteenth day is not a Business Day,
the next succeeding Business Day; 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, (y) the date of termination of the
Trust pursuant to Section 12.01, or (z) the Series 1992-1 Termination Date.
"Enhancement" shall mean the funds and securities on deposit in the
-----------
Cash Collateral Account (exclusive of interest and earnings thereon net of
losses and expenses), up to the Available Cash Collateral Amount and the rights,
if any, of the Trust under the Loan Agreement.
"Enhancement Provider" shall mean the Cash Collateral Depositor.
--------------------
"Excess Amount" shall have the meaning specified in subsection
-------------
4.04(c)(ii).
"Finance Charge Account" shall have the meaning specified in Section
----------------------
4.03.
3
<PAGE>
"Initial Cash Collateral Amount" shall mean $82,500,000.
------------------------------
"Initial Investor Interest" shall mean $750,000,000 less the portion
-------------------------
of such amount represented by the Series 1992-1 Certificates tendered and
canceled pursuant to any Series 1992-1 Investor Exchange.
"Investor Charge Off" shall have the meaning specified in Section
-------------------
4.05.
"Investor Default Amount" shall mean, with respect to any Receivable
-----------------------
in a Defaulted Account, an amount equal to the product of (a) the Default Amount
and (b) the Investor Percentage related to such Account on the day such Account
became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
-----------------
amount equal to (a) the Initial Investor interest, minus (b) the aggregate
-----
amount of payments of Certificate Principal paid to the Series 1992-1
Certificateholders pursuant to Section 4.08 prior to such date of determination
minus (c) the excess, if any, of the aggregate amount of Investor Charge Offs
- -----
over Investor Charge Offs reimbursed pursuant to subsection 4.06(c) prior to
- ----
such date of determination; provided, however, that upon the tender and
-------- -------
cancellation of any Series 1992-1 Certificates pursuant to a Series 1992-1
Investor Exchange, the amounts stated in clause (b) and (c) shall be computed
with respect to the Series 1992-1 Certificates not tendered or canceled pursuant
to such Series 1992-1 Exchange.
"Investor Percentage" shall mean, on any date of determination:
-------------------
(a) when used with respect to Principal Receivables on any date of
determination during the Revolving Period, the percentage equivalent of a
fraction, the numerator of which shall be the Investor Interest on the
first day of the Monthly Period in which such date of determination occurs,
and the denominator of which shall be the Aggregate Principal Receivables
determined as of such day;
(b) when used with respect to Principal Receivables on any date of
determination during the Controlled Amortization period or the Rapid
Amortization Period, the percentage equivalent of a fraction, the numerator
of which shall be (i) the Investor Interest at the end of the last day of
the Revolving Period, less (ii) the portion of such Investor Interest
represented by Series 1992-1 Certificates tendered and canceled during the
4
<PAGE>
Controlled Amortization Period or the Rapid Amortization Period pursuant to
any Series 1992-1 Investor Exchange, and the denominator of which shall be
the greater of (i) the Aggregate Principal Receivables determined (A) as of
the earlier of the first day of the Controlled Amortization Period or the
first day of the Monthly Period following the Monthly Period in which the
Pay Out Commencement Date occurs, or (B) if a removal of Accounts pursuant
to Section 2.07 has occurred after the commencement of the Controlled
Amortization Period or the Rapid Amortization Period, as of the first day
of the Monthly Period immediately following the most recent Removal Date,
and (ii) the sum of the numerators used to calculate the Investor
Percentage with respect to Principal Receivables on such date of
determination;
(c) when used with respect to Finance Charge Receivables and
Receivables in Defaulted Accounts on any date of determination, the
percentage equivalent of a fraction, the numerator of which shall be the
Investor Interest on the first day of the Monthly Period in which such date
of determination occurs, and the denominator of which shall be the
Aggregate Principal Receivables on such day; and
(d) 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 Cash Collateral Depositor, dated as of March 1,
1992, as may be 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 Investor Servicing Fee" shall mean, with respect to each
------------------------------
Monthly Period, an amount equal to 1/12th of the product of 2.15% 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 $1,254,166.67.
"Monthly Loan Fee" shall mean the monthly fee payable to the Cash
----------------
Collateral Depositor pursuant to Section 2.3(d) of the Loan Agreement.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1992-1 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 1992-1 Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
"Percentage Allocation" shall have the meaning specified in subsection
---------------------
4.04(d)(ii).
5
<PAGE>
"Portfolio Yield" shall mean, with respect to Series 1992-1 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 Receivables for such Monthly Period and (ii)
Interchange allocable to the Investor Interest to the extent deposited in the
Finance Charge Account on the Transfer Date following such Monthly Period, such
sum to be calculated on a cash basis after subtracting an amount equal to the
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).
"Qualified Trust Institution" shall mean a depository institution or
---------------------------
trust company (which may include the Servicer, the Trustee or an Affiliate of
the Servicer) having corporate trust powers under applicable federal and state
laws (which may include the Trustee or an Affiliate of the Servicer, but which
shall exclude the Seller and the Servicer if it shall be the Seller) organized
under the laws of the United States of America or any one of the states thereof
or the District of Columbia; provided, however, that the long-term unsecured
debt obligations (other than such obligation whose rating is based on collateral
or on the credit of a Person other than such institution or trust company) of
such depository institution or trust company shall have a credit rating from
Moody's and Standard & Poor's of at least Baa3 and BBB-, respectively, and if
rated by Fitch, BBB-, and the deposits in whose accounts are insured to the
limits provided by law by BIF or SAIF.
"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 1992-1 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1992-1
-------------
Certificates, each of Moody's, Standard & Poor's and Fitch.
"Required Cash Collateral Amount" initially means (i) $82,500,000 and
-------------------------------
(ii) on any Transfer Date thereafter means 11% of the Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date but not less
than 3% of the Initial Investor Interest; provided, however, that if either (a)
-------- -------
there are any withdrawals from the Cash Collateral Account pursuant to
subsection 4.06(a), 4.06(b), 4.06(c) or 4.06(e) during the Controlled
Amortization Period or (b) a Pay Out Event has occurred, the Required Cash
Collateral Amount for any Transfer Date shall be the lesser of the Required Cash
Collateral Amount for the Transfer Date immediately preceding such Pay Out Event
and the unpaid principal amount of the Certificates.
6
<PAGE>
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of September 1, 1996 or the Pay
Out Commencement Date.
"Scheduled Series 1992-1 Termination Date" shall mean the May, 1999
----------------------------------------
Distribution Date.
"Series 1992-1" shall mean the Series represented by the Series 1992-1
-------------
Certificates.
"Series 1992-1 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1992-1 Investor Certificate.
"Series 1992-1 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1992-1 Final Termination Date" shall mean the May, 2000
------------------------------------
Distribution Date.
"Series 1992-1 Investor Accounts" shall have the meaning specified in
-------------------------------
Section 4.03 hereof.
"Series 1992-1 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 20 hereof.
"Series 1992-1 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1992-1 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1992-1 Certificates
are paid in full; (ii) the Scheduled Series 1992-1 Termination Date (unless
extended pursuant to Section 10 of this Series Supplement); or (iii) the Series
1992-1 Final Termination Date.
"Series Servicing Fee Percentage" shall mean 2.15%.
-------------------------------
"Total Withdrawal Amount" shall have the meaning specified in
-----------------------
subsection 4.09(c).
"Withdrawal Date" shall have the meaning specified in Section 4.06.
---------------
SECTION 2A. Conveyance.
----------
(a) Conveyance of Interest in Certain Accounts. The seller hereby
------------------------------------------
assigns, sets-over, conveys, pledges and grants a security interest and lien to
the Trustee in all of the Seller's right, title and interest (if any) in and to
the amounts on deposit in the Cash Collateral Account, and all proceeds thereof,
as collateral security for (i) the amounts payable from time to time to the
Series 1992-1 Certificateholders and (ii) the amounts owing from time to time to
the Cash Collateral Depositor from the Cash Collateral Account pursuant to
Article IV.
7
<PAGE>
(b) Acknowledgment of the Trustee. The Trustee hereby acknowledges
-----------------------------
its acceptance, on behalf of the Trust, of (i) all right, title and interest
previously held by the Seller in and to Receivables now existing and hereafter
created and all proceeds thereof and (ii) the rights of the Seller (if any) in
and to the amounts on deposit in the Cash Collateral Account and all proceeds
thereof, and declares that it shall maintain such right, title and interest,
upon the trust set forth herein and in the Agreement, for the Cash Collateral
Depositor and the Series 1992-1 Certificateholders and, in the case of amounts
on deposit in the Collection Account, the Series 1992-1 Collection Subaccount
and the Cash Collateral Account, for the benefit of the Cash Collateral
Depositor as its interests appear herein, which interest shall be subordinated
to the interests of the Investor certificateholders (with respect to the
Collection Account) and the Series 1992-1 Certificateholders (with respect to
the Series 1992-1 Collection Subaccount and the Cash Collateral Account), as
provided herein and in the Loan Agreement.
The Trustee hereby acknowledges that its acceptance, on behalf of the
Trust, of all right, title and interest of the Seller in and to Receivables in
Additional Accounts and Automatic Additional Accounts (and in all Receivables
therein thereafter created), will be upon the trust set forth herein and in the
Agreement, and that by such acceptance the Trustee will be deemed to have
declared that it will maintain such right, title and interest upon the trust set
forth herein and in the Agreement, for the Certificateholders and the Cash
Collateral Depositor; provided, however, that the interest of the Cash
-------- -------
Collateral Depositor in such Receivables shall be subordinated to the interests
of the Certificateholders as provided in the Agreement.
The Trustee hereby acknowledges that, notwithstanding any other
provision of the Agreement to the contrary, the amounts on deposit in the
Collection Account and all proceeds thereof are held in trust for the benefit of
the Certificateholders and the Cash Collateral Depositor, as its interest
appears herein, and may be held for the benefit of the Enhancement Provider of
other Series; provided, however, that the interest of the Cash Collateral
-------- -------
Depositor in the Collection Account is subordinated to the interests of the
Certificateholders as provided in the Agreement.
The Seller hereby acknowledges that, notwithstanding any provision of
the Agreement to the contrary, (i) the Conveyance, and (ii) its conveyance
pursuant to any Assignment of Receivables in Additional Accounts of its right,
title and interest of the Seller in and to Receivables in Additional Accounts
and Automatic Additional Accounts (and in all Receivables therein thereafter
created), is (or, in the case of the conveyance of Receivables in Additional
Accounts or Automatic Additional Accounts, will be) to the Trust for the benefit
of the Certificateholders and the Cash Collateral Depositor, as its interest
appears herein, and may be for the benefit of the
8
<PAGE>
Enhancement Provider of other Series; provided, however, that the interest of
-------- -------
the Cash Collateral Depositor in such Receivables is (or, in the case of
Receivables in Additional Accounts or Automatic Additional Accounts, will be)
subordinated to the interests of the Certificateholders as provided in the
Agreement.
(c) The assignment made pursuant to Section 2A(a) of this Series
Supplement, and the acknowledgments of the Seller and the Trustee contained in
(i) Section 2A(b) of this Series Supplement and (ii) Section 4.03(a), do not,
and shall not be deemed to, confer upon the Cash Collateral Depositor any rights
other than those expressly conferred on the Cash Collateral Depositor pursuant
to the Agreement and this Series Supplement.
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
----------------------------------------------------
Receivables and Removal of Accounts. (a) The Minimum Seller Interest
- -----------------------------------
applicable to the Series 1992-1 Certificates shall be 7%. The Minimum Aggregate
Principal Receivables shall be the greater of (i) $806,451,613 less the portion
of such amount represented by Series 1992-1 Certificates tendered and canceled
pursuant to any Series 1992-1 Investor Exchange and (ii) the sum of the initial
investor interests of all Series then outstanding 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 calculates the investor percentage with respect to Principal
Receivables by means of a numerator based other than on the initial investor
interests of such Series, then at least equal to the sum of the initial investor
interests of each Series then outstanding which calculates such investor
percentage on the basis of initial investor interest plus, for each other 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 1992-1 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.
SECTION 4. Reassignment and Transfer Terms. The Series 1992-1
-------------------------------
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 (a) the Investor Interest, plus (b) accrued and unpaid
interest on the Series 1992-1 Certificates through and including the last day of
the month preceding the
9
<PAGE>
month in 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 Subsection 4.06(a) 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 the second paragraph of Subsection 4.08(a) on
the related Transfer Date.
SECTION 5. Delivery and Payment for the Series 1992-1 Certificates. The
-------------------------------------------------------
Trustee shall deliver the Series 1992-1 Certificates when authenticated in
accordance with Section 6.02 os of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Series 1992-1 Certificates having Undivided Interests aggregating a specified
percentage, such direction or consent may be given by Certificate Owners having
interests in the requisite percentage of Series 1992-1 Certificates, acting
through the Clearing Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1992-1 Certificates
-----------
shall be all funds and securities on deposit in the Cash Collateral Account
(exclusive of earnings and interest thereon net of losses and expenses) up to
the Available Cash Collateral Amount.
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 1992-1 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 1992-1 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series 1992-1
-------------------------------------
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 1992-1 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, (b) funds on deposit in
the Collection Account allocable to the Series 1992-1 Certificates, the Finance
Charge Account, the Principal Account, the Distribution Account and the Series
1992-1 Collection Subaccount and (c) funds on deposit in the Cash Collateral
Account up to the Available Cash Collateral Amount (the "Series 1992-1
Certificateholders' Interest"). The
10
<PAGE>
Exchangeable Seller Certificate shall represent the ownership interest in the
Trust Assets not allocated to the Series 1992-1 Certificates and any other
Series outstanding; provided, however, the ownership interest represented by the
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Exchangeable Seller Certificate and any other Series outstanding shall not
represent any interest in the Series 1992-1 Collection Subaccount or in the
Enhancement, except as specifically provided in this Article IV.
SECTION 4.02B. The Series 1992-1 Collection Subaccount. Pursuant to
---------------------------------------
Section 4.01 of the Agreement, the Servicer, on behalf of the Trustee, shall
establish and maintain a subaccount of the Collection Account, for the benefit
of the Series 1992-1 Certificateholders and the Enhancement Provider as its
interest appears herein (which interest shall be subordinated to the interests
of the Series 1992-1 Certificateholders as provided herein), bearing a
designation clearly indicating that the funds therein are held in trust for the
benefit of the Series 1992-1 Certificateholders and the Enhancement Provider as
its interest appears herein (which interest shall be subordinated to the
interests of the Series 1992-1 Certificateholders as provided herein). The
Servicer, on behalf of the Trustee, at all times shall maintain accurate records
reflecting each transaction in the Series 1992-1 Collection Subaccount and that
funds held therein shall at all times be held in trust for the benefit of the
Series 1992-1 Certificateholders and the Enhancement Provider as its interest
appears herein (which interest shall be subordinated to the interests of the
Series 1992-1 Certificateholders as provided herein). 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 1992-1 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 1992-1 Collection Subaccount (not required to be deposited in the
Finance Charge Account or the Principal Account pursuant to Section 4.06 hereof)
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 1992-1 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 the occurrence of a Servicer
Default with
11
<PAGE>
respect to the Series 1992-1 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 1992-1 Certificateholders. The Qualified Institution shall maintain for
the benefit of the Series 1992-1 Certificateholders, the Enhancement Provider as
its interest appears herein (which interest shall be subordinated to the
interests of the Series 1992-1 Certificateholders as provided herein), 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 1992-1 Collection Subaccount.
For purposes of determining the availability of funds or the balances in the
Series 1992-1 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 1992-1 Investor Accounts.
------------------------------------------------
(a) The Finance Charge Account and Principal Account. The Servicer, for
------------------------------------------------
the benefit of the Series 1992-1 Certificateholders and the Enhancement Provider
as its interest appears herein (which interest shall be subordinated to the
interests of the Series 1992-1 Certificateholders as provided herein), shall
establish and maintain with a Qualified Trust Institution in the name of the
Trustee, on behalf of the Trust, two 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" and the
"Principal Account, "respectively), bearing a designation clearly indicating
that the funds therein are held in trust for the benefit of the Series 1992-1
Certificateholders and the Enhancement Provider as its interest appears herein
(which interest shall be subordinated to the interests of the Series 1992-1
Certificateholders as provided herein). The Servicer, on behalf of the Trustee,
at all times shall maintain accurate records reflecting each transaction in the
Principal Account and the Finance Charge Account and that funds held therein
shall at all times be held in trust for the benefit of the Series 1992-1
Certificateholders and the Enhancement Provider as its interest appears herein
(which interest shall be subordinated to the interests of the Series 1992-1
Certificateholders as provided herein). 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 and Principal
12
<PAGE>
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
------------------------
1992-1 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 1992-1
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account and Principal Account.
------------------------------------------------ -----------------
Funds on deposit in the Principal Account and the Finance Charge 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 and the Finance Charge Account shall maintain for
the benefit of the Series 1992-1 Certificateholders, the Enhancement Provider
(which interest shall be subordinated to the interests of the Series 1992-1
Certificateholders as provided herein), 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 or the
Finance Charge 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 and the Finance Charge Account in
writing with respect to the investment of funds on deposit in the Principal
Account and the Finance Charge Account. For purposes of determining the
availability of funds or the balances in the Finance Charge Account and the
Principal Account 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.
13
<PAGE>
(d) If the entity with which any of the accounts established pursuant to
this Section 4.03 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) [Reserved];
(b) [Reserved];
(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 and (B) the aggregate amount of Collections processed
in respect of Finance Charge Receivables on such Date of Processing.
(ii) Pay to the Holder of the Exchangeable Seller Certificate an
amount equal to the product of (A) the applicable Investor Percentage on
the Date of Processing of such Collections and (B) the aggregate amount of
such Collections processed in respect of Principal Receivables on such Date
of Processing; 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)(ii) with respect to any Date of Processing exceeds (such
excess hereinafter referred to as the "Excess Amount") the Seller Interest
(determined without regard to any "Excess Amounts", "Controlled Excess
Amounts" or such other amounts specified in the Supplement with respect to
any Series) on such Date of Processing after giving effect to the inclusion
in the Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in subsection
4.01(d), the Excess Amount shall be deposited into the Principal Account;
further, provided, however, that in the event that, on any Date of
-------- -------
Processing the amount on deposit in the Retention Account is less than the
Required Retention Amount, the Servicer shall, after giving effect to the
transfer of the Excess Amount required by the preceding proviso, deposit in
the Retention Account an amount equal to the amount otherwise payable to
the Holder of the Exchangeable Seller Certificate pursuant to this clause
4.04(c)(ii).
14
<PAGE>
(iii) If, on any Business Day, (w) Excess Amounts are on deposit in the
Principal Account, and (x) after application of the Collections deposited
on such Business Day in accordance with subsections 4.01(d), 4.04(c)(ii)
and 4.04(d)(ii), 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, the Servicer shall 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 (y) the Seller Interest (as determined above) on such Business Day and
(z) the Excess Amounts then on deposit in the Principal Account and pay
such funds to the Holder of the Exchangeable Seller Certificate.
(d) Allocations During the Controlled Amortization Period. During the
---------------------------------------------- ------
Controlled 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 (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 and (B) the aggregate amount of Collections processed
in respect of Finance Charge Receivables on such Date of Processing;
(ii) Deposit in the Principal Account an amount, if any, equal to the
product of (A) the applicable Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of such
Collections processed in respect of Principal Receivables on such Date of
Processing (for any such Date of Processing, a "Percentage Allocation");
provided, however, that if the sum of such Percentage Allocation and all
-------- -------
preceding Percentage Allocations with respect to the same Monthly Period
(the "Monthly Total Percentage Allocation") exceeds the sum of the
Controlled Amount and the Deficit Controlled Amortization Amount for such
Monthly Period (the "Controlled Distribution Amount"), then such excess
(the "Controlled Excess Amount") shall not be treated as a Percentage
Allocation and shall 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 Distribution Amount, then such
deficit shall be the Deficit Controlled Amortization Amount
15
<PAGE>
for the next succeeding Monthly Period and the Monthly Total Percentage
Allocation shall be deposited to the Principal Account. 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 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 the amount then on deposit in the Retention
Account is less than the Required Retention Amount, the Servicer shall,
after giving effect to any transfer of the Controlled Excess Amount
referred to in the preceding sentence, deposit in the Retention Account an
amount equal to the amount otherwise payable to the Holder of the
Exchangeable Seller Certificate pursuant to this clause 4.04(d)(ii).
(iii) If, on any Business Day, (w) Controlled Excess Amounts are on
deposit in the Principal Account and (x) after application of the
Collections deposited on such Business Day in accordance with subsections
4.01(d), 4.04(c)(ii) and 4.04(d)(ii), 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, the Servicer shall
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 (y) the Seller Interest (as determined above) on such Business
Day and (z) the Controlled Excess Amounts then on deposit in the Principal
Account, and pay such funds to the Holder of the Exchangeable Seller
Certificate.
(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 and (B) the aggregate amount of such Collections
processed in respect of Finance Charge Receivables on such Date of
Processing.
(ii) Deposit in the Principal Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of such Collections
processed in respect of Principal Receivables on such Date of Processing;
provided, however, that after the date on which the Investor Interest has
-------- -------
been reduced to zero, the amount determined in
16
<PAGE>
accordance with this subparagraph (ii) shall 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 1992-1.
SECTION 4.05. Defaulted Accounts. On each Determination Date, the
------------------
Servicer shall calculate the Aggregate Investor Default Amount for the preceding
Monthly Period. If on such date the amount required to be withdrawn from the
Cash Collateral Account on the related Withdrawal Date pursuant to subsections
4.06(a) and (b) exceeds the Available Cash Collateral Amount, then the Investor
Interest shall be reduced by the amount of such excess, but not more than such
Aggregate Investor Default Amount (an "Investor Charge Off").
SECTION 4.06. Monthly Payments. On each Determination Date, the
----------------
Servicer shall notify the Trustee that the Servicer will withdraw, or shall
instruct the Trustee to withdraw, and the Trustee acting in accordance with such
instructions shall withdraw, on the succeeding Transfer Date, the amounts
required to be withdrawn from the Finance Charge Account pursuant to subsections
4.06(a), (b), (c), (d), (e), (f) and (g). On each Determination Date, the
Servicer shall also notify the Trustee of the amounts to be withdrawn by the
Trustee, acting on instructions from the Servicer, from or to the Cash
Collateral Account, as the case may be, pursuant to subsections 4.06(a), (b),
(c) and (e), on the succeeding Transfer Date (a "Withdrawal Date"), specifying
in such notice the aggregate amount of the withdrawal to be made on such
Withdrawal Date.
(a) Certificate Interest. On each Transfer Date, the Servicer or the
--------------------
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Finance Charge Account and deposit to the Distribution
Account, to the extent funds are available from Available Finance Charge
Collections, (i) first, an amount equal to one-twelfth of the product of the
Certificate Rate and the Investor Interest determined as of such Transfer Date;
and (ii) then, an amount equal to the amount of any unpaid Deficiency Amounts,
as defined below, for which a payment has not been made under this subsection
4.06(a), and on such Transfer Date, the Servicer or the Trustee, as the case may
be, shall deposit such funds into the Distribution Account. If such funds would
be less than the amount required to be deposited pursuant to this subsection
4.06(a) on any Transfer Date, then, by 1:00 p.m. New York City time on such
Transfer Date the Trustee, acting upon instructions from the Servicer, shall
make a withdrawal from the Cash Collateral Account in the amount of such
deficiency (up to the Available Cash Collateral Amount), and on such Transfer
Date the proceeds from such withdrawal shall be deposited into the Distribution
Account provided, however, that with respect to the first Monthly Period
-------- -------
relating to the Series 1992-1 Certificates, the amount referred to in (i) above
shall be $4,316,666.67 (reflecting an initial Monthly Period of 28 days. If the
amounts described in this subsection 4.06(a) are
17
<PAGE>
insufficient to pay such interest in respect of any Monthly Period, payments to
the Series 1992-1 Certificateholders will be reduced by the amount of such
deficiency. The amount, if any, of such deficiency for any month shall be
referred to as the "Deficiency Amount". Interest shall not accrue on Deficiency
Amounts. Certificate Interest shall be calculated on the basis of a 360-day
year of twelve 30-day months.
(b) Defaults. On each Transfer Date, the Servicer or the Trustee,
--------
acting in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from Available
Finance Charge Collections after giving effect to the withdrawal pursuant to
subsection 4.06(a) an amount equal to the Aggregate Investor Default Amount, if
any, for the preceding Monthly Period, and the Servicer or the Trustee, as the
case may be, shall (A) during the Revolving Period, apply such amount in
accordance with subsections 4.04(c)(ii) and (iii), and (B) during the Controlled
Amortization Period or the Rapid Amortization Period, deposit such amount in
accordance with subsections 4.04(d)(ii) and 4.04(e)(ii), respectively, in each
case as if such amounts were Collections of Principal Receivables. If such
funds would be less than the amount required to be deposited pursuant to this
subsection 4.06(b) on any Transfer Date, then, by 1:00 p.m. New York City time
on such Transfer Date, the Trustee, acting upon instructions from the Servicer,
shall make a withdrawal from the Cash Collateral Account in the amount of such
deficiency (up to the Available Cash Collateral Amount after giving effect to
the withdrawal pursuant to subsection 4.06(a)), and on such Transfer Date the
proceeds from such withdrawal shall be paid or deposited as provided in the next
preceding sentence.
(c) Reimbursement of Investor Charge Offs. On each Transfer Date, the
-------------------------------------
Servicer or the Trustee, acting in accordance with instructions of the Servicer,
shall withdraw from the Finance Charge Account, to the extent funds are
available from Available Finance Charge Collections after giving effect to the
withdrawals and transfers pursuant to subsections 4.06(a) and 4.06(b), an amount
equal to the aggregate amount of Investor Charge Offs, if any, which have not
theretofore been reimbursed pursuant to this subsection 4.06(c) and shall (x)
during the Revolving Period, pay such amount to the Holder of the Exchangeable
Seller Certificate and (y) during the Controlled Amortization Period or the
Rapid Amortization Period deposit such amount in accordance with subsections
4.04(d)(ii) and 4.04(e)(ii), respectively, as if such amounts were Collections
of Principal Receivables. If such funds would be less than the amount required
to be deposited pursuant to this subsection 4.06(c) on any Transfer Date, then,
by 1:00 p.m. New York City time on such Transfer Date the Trustee, acting upon
instructions from the Servicer, shall make a withdrawal from the Cash Collateral
Account in the amount of such deficiency (up to the Available Cash Collateral
Amount after giving effect to the withdrawals pursuant to subsections 4.06(a)
and 4.06(b)), and on such Transfer Date the proceeds from such withdrawal shall
be
18
<PAGE>
paid or deposited as provided in the next preceding sentence. On the date of
any such reimbursement, the Investor Interest shall be increased by the amount
of such reimbursement of Investor Charge Offs.
(d) Loan Fee. On each Transfer Date, the Servicer or the Trustee,
--------
acting in accordance with instructions from the Servicer, shall withdraw from
the Finance Charge Account, to the extent funds are available from Available
Finance Charge Collections after giving effect to the withdrawals pursuant to
subsections 4.06(a), 4.06(b) and 4.06(c), an amount equal to the Monthly Loan
Fee accrued in respect of the preceding Monthly Period, plus all accrued and
unpaid Monthly Loan Fees in respect of previous Monthly Periods and interest on
such accrued and unpaid Monthly Loan Fees at the rate specified in, and
calculated in accordance with, the Loan Agreement, and the Servicer or the
Trustee, as the case may be, shall, not later than 12:30 p.m. (New York City
time) on such Transfer Date, pay such fee to the Cash Collateral Depositor.
(e) Servicing Fee. On each Transfer Date, the Servicer or the
-------------
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Finance Charge Account, to the extent funds are available from
Available Finance Charge Collections after giving effect to the withdrawals
pursuant to subsections 4.06(a), 4.06(b), 4.06(c) and 4.06(d), an amount equal
to the Monthly Investor Servicing Fee accrued in respect of the preceding
Monthly Period plus all accrued and unpaid Monthly Investor Servicing Fees in
respect of previous Monthly Periods, and the Servicer or the Trustee, as the
case may be, shall pay such amount to the Servicer, provided, however, that with
-------- -------
respect to the April 15, 1992 Distribution Date, the Monthly Investor Servicing
Fee shall be equal to $1,254,166.67. If Chase (USA) or an Affiliate thereof is
not the Servicer and such funds would be less than the amount required to be
deposited pursuant to this subsection 4.06(e) on any Transfer Date, then, by
1:00 p.m. New York City time on such Transfer Date, the Trustee, acting upon
instructions from the Servicer, shall make a withdrawal from the Cash Collateral
Account in the amount of such deficiency (up to the Available Cash Collateral
Amount after giving effect to the withdrawals pursuant to subsections 4.06(a),
4.06(b) and 4.06(c)), and on such Transfer Date the proceeds from such
withdrawal shall be paid or deposited as provided in the next preceding
sentence.
(f) Transfers to the Cash Collateral Account. On each Transfer Date,
----------------------------------------
the Servicer or the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Finance Charge Account, to the extent funds
are available from Available Finance Charge Collections after giving effect to
the withdrawals pursuant to subsections 4.06(a), 4.06(b), 4.06(c), 4.06(d) and
4.06(e), and shall deposit in the Cash Collateral Account, an amount equal to
the excess of the Required Cash Collateral Amount for such Transfer Date over
the amount of funds on deposit in the Cash Collateral Account (without giving
effect
19
<PAGE>
to any deposit made on such date hereunder); provided, however, that if the
-------- -------
Series 1992-1 Termination Date shall have been extended past the Scheduled
Series 1992-1 Termination Date pursuant to subsection 12.01(b), such amount
shall not be deposited to the Cash Collateral Account, but shall, subject to
subsection 4.09(h), be paid to the Cash Collateral Depositor for application in
accordance with the Loan Agreement.
(g) Payments to the Cash Collateral Depositor. On each Transfer Date,
-----------------------------------------
the Servicer or the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Finance Charge Account, Available Finance
Charge Collections after giving effect to the withdrawals pursuant to
subsections 4.06(a), 4.06(b), 4.06(c), 4.06(d), 4.06(e) and 4.06(f). The
Servicer or the Trustee, as the case may be, shall, subject to subsection
4.09(h), not later than 12:30 p.m. (New York City time) on such Transfer Date,
transfer such funds to the Cash Collateral Depositor, for application pursuant
to the Loan Agreement.
SECTION 4.07. Payment of Certificate Interest. On each Distribution
-------------------------------
Date, the Paying Agent shall pay in accordance with Section 5.01 to the Series
1992-1 Certificateholders from the Distribution Account the amount deposited
into the Distribution Account pursuant to subsection 4.06(a) on the preceding
Transfer Date.
SECTION 4.08. Payment of Certificate Principal.
--------------------------------
(a) On the Determination Date in the Monthly Period following the
Monthly Period in which either the Controlled Amortization Period or the Rapid
Amortization Period commences and on each Determination Date thereafter, the
Servicer shall give notice to the Trustee that it will itself withdraw, or shall
instruct the Trustee to withdraw, and on the Transfer Date succeeding such
Determination Date the Servicer or the Trustee shall withdraw from the Principal
Account and deposit in the Distribution Account (1) the Available Principal
Collections for the preceding Monthly Period, (2) the amount to be deposited in
the Principal Account on such Transfer Date pursuant to the third sentence of
subsection 4.02(a) and Section 4.04, with respect to each Date of Processing
during such Monthly Period), and (3) the amount to be deposited in the Principal
Account on such Transfer Date pursuant to subsections 4.06(b) or 4.06(c);
provided, however, that on the first Transfer Date in the Rapid Amortization
- -------- -------
Period, the Servicer shall withdraw, or instruct the Trustee to withdraw, and on
such Transfer Date the Trustee shall withdraw, from the Principal Account and
deposit to the Distribution Account, any Excess Amounts and any Controlled
Excess Amounts remaining in the Principal Account deposited therein pursuant to
subsection 4.04(c)(ii) or 4.04(d)(ii). On the Determination Date preceding the
final Transfer Date, the Servicer shall determine the amounts to be deposited to
this sentence and on the final Transfer Date: (x) the Servicer shall, or shall
instruct the Trustee to, and the Trustee shall, withdraw
20
<PAGE>
from the Principal Account and deposit into the Distribution Account, an amount
which is no greater than the Investor Interest as of the end of the day on the
preceding Record Date; (y) the Servicer shall, or shall instruct the Trustee to,
and the Trustee shall, withdraw from the Principal Account and deposit into the
Collection Account, for allocation as Principal Receivables pursuant to Article
IV, the amount, if any, remaining in the Principal Account after giving effect
to the withdrawals made pursuant to clause (x).
(b) On each Distribution Date occurring after a deposit is made to the
Distribution Account pursuant to subsection 4.08(a) or Sections 4 or 15 of the
Supplement relating to Series 1992-1, the Paying Agent shall pay in accordance
with Section 5.01 to the Series 1992-1 Certificateholders from the Distribution
Account, the amount so deposited into the Distribution Account.
SECTION 4.09. Establishment of the Cash Collateral Account.
--------------------------------------------
(a) Cash Collateral Account. The Servicer, for the benefit of the
-----------------------
Series 1992-1 Certificateholders and the Cash Collateral Depositor, as their
interests appear herein, which interest in the case of the Cash Collateral
Depositor shall be subordinated to the interests of the Series 1992-1
Certificateholders as provided herein and in the Loan Agreement, shall establish
and maintain or cause to be established and maintained with a Qualified Trust
Institution in the name of the Trustee, on behalf of the Series 1992-1
Certificateholders and the Cash Collateral Depositor, as their interests appear
herein, which interest in the case of the Cash Collateral Depositor shall be
subordinated to the interests of the Series 1992-1 Certificateholders as
provided herein and in the Loan Agreement, with the Trustee, the "Cash
Collateral Account", which shall be a segregated trust account with the
corporate trust department of such Qualified Trust Institution, and held in
trust by such Qualified Trust Institution bearing a designation clearly
indicating that the funds deposited therein are held for the benefit Of the
Series 1992-1 Certificateholders and the Cash Collateral Depositor, as their
interests appear herein, which interest in the case of the Cash Collateral
Depositor shall be subordinated to the interests of the Series 1992-1
Certificateholders as provided herein and in the Loan Agreement. The Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Cash Collateral Account and in all proceeds thereof. If, at any
time, the institution holding the Cash Collateral Account ceases to be a
Qualified Trust Institution, the Trustee shall within 20 Business Days (10
Business Days if the Qualified Trust Institution is the Agent) establish a new
Cash Collateral Account meeting the conditions specified above with a Qualified
Trust Institution, which Qualified Trust Institution shall be subject to the
prior consent of the Agent, such consent not be unreasonably withheld, and shall
transfer any cash and/or any investments to such new Cash
21
<PAGE>
Collateral Account. From the date such new Cash Collateral Account is
established, it shall be the "Cash Collateral Account." The Servicer, or the
Trustee acting in accordance with instructions from the Servicer, shall (i) on
the Closing Date, deposit in the Cash Collateral Account the $82,500,000
proceeds of the advance to be made on such date by the Cash Collateral Depositor
pursuant to the Loan Agreement and (ii) on each Transfer Date make deposits and
withdrawals in the amounts specified in Section 4.06 and 4.10, as the case may
be. The Trustee, acting in accordance with instructions from the Servicer,
shall make withdrawals from the Cash Collateral Account from time to time in an
amount up to the Available Cash Collateral Amount at such time, for the purposes
set forth in this Section 4.09. Such withdrawals shall be made in the priority
set forth below and the Available Cash Collateral Amount will be reduced by the
amount of each such withdrawal as provided in the definition thereof set forth
in Section 1. The Cash Collateral Depositor shall not be entitled to
reimbursement from the Trust Assets for any withdrawals from the Cash Collateral
Account except as specifically provided herein and in the Loan Agreement.
(b) Administration of the Cash Collateral Account. The Servicer, on
---------------------------------------------
behalf of the Trustee, shall direct the investment of funds on deposit in the
Cash Collateral Account in Cash Collateral Account Permitted Investments
pursuant to investment instructions delivered pursuant to the Loan Agreement.
Funds on deposit in the Cash Collateral Account on any Transfer Date, after
giving effect to any deposits to or withdrawals from the Cash Collateral Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date; provided, however, that no such reinvestment shall be made before
-------- -------
12:00 noon (New York City time) on such Transfer Date; and further, provided,
------- --------
however, that (i) each Cash Collateral Account Permitted Investment which is
- -------
issued by an entity other than a Cash Collateral Depositor, shall mature not
later than the Business Day preceding the following Transfer Date (provided,
--------
however, that if timely payment is assured in a manner satisfactory to the
- -------
Servicer and the Seller, such Permitted Investment shall mature on such Transfer
Date (provided, that, for purposes of this clause, "timely payment" shall mean
-------- ----
payment by 12:00 noon (New York City time))), and (ii) each Cash Collateral
Account Permitted Investment which is issued by a Cash Collateral Depositor
which matures on the following Transfer Date shall, by its terms, require
payment thereof by the Trustee not later than 10:00 A.M. (New York City time) on
such Transfer Date. The proceeds of any such investment shall, subject to the
proviso to the immediately preceding sentence, be invested in such investments
that will mature so that such funds will be available for withdrawal on or prior
to the Transfer Date immediately following the date of such investment. The
Seller may, if the short-term rating of the issuer of any Cash Collateral
Account Permitted Investment is downgraded below P-1 by Moody's or A-1 by
Standard & Poor's, instruct the Trustee to, and the Trustee
22
<PAGE>
shall, sell, liquidate or otherwise dispose of such Permitted Investment in such
manner as the Seller may direct, on a date not earlier than two Business Days
after the date of such notice. The Seller shall provide a copy of each such
notice to the Cash Collateral Depositor. The Servicer shall compute the amount
which would have been received by the Trustee on the maturity of such Permitted
Investment over the proceeds from such sale, liquidation or other disposition
(such amount, the "Breakage Payment") based upon information provided to the
Servicer by the Agent pursuant to the Loan Agreement. The Seller shall deposit
such Breakage Payment into the Cash Collateral Account prior to entering into
such sale, liquidation or other disposition.
The Trustee shall maintain, for the benefit of the Series 1992-1
Certificateholders and the Cash Collateral Depositor as their interests appear
herein, which interest in "the case of the Cash Collateral Depositor shall be
subordinated to the interests of the Series 1992-1 Certificateholders as
provided herein and in the Loan Agreement, possession of any negotiable
instrument or security evidencing the Cash Collateral Account Permitted
Investments made pursuant to this subsection 4.09(b) described in clause (a) of
the definition of "Permitted Investments" from the time of purchase thereof
until the time of sale or maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) earned on or after the
preceding Transfer Date (or, with respect to the first Transfer Date, the
Closing Date) on funds on deposit in the Cash Collateral Account, shall, subject
to subsection 4.09(h), be withdrawn from the Cash Collateral Account not later
than 12:30 p.m. (New York City time) and shall be paid to the Cash Collateral
Depositor for application in accordance with the Loan Agreement. Subject to the
restrictions set forth above, (i) the Cash Collateral Depositor, or a Person
designated in writing to the Cash Collateral Depositor of which the Trustee and
the Servicer shall have received written notification thereof, or (ii) following
notice by the Agent to the Trustee of (x) the termination of the Loan Agreement
or (y) the payment of the Initial Cash Collateral Amount and all other amounts
payable pursuant to the Loan Agreement to the Agent and the Cash Collateral
Depositor, the Servicer, or a Person designated in writing by the Servicer of
which the Trustee shall have received notification thereof, shall have the
authority to instruct the Trustee with respect to the investment of funds on
deposit in the Cash Collateral Account. For purposes of determining the
availability of funds or the balances in the Cash Collateral Account for any
reason under this Agreement, all investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) Notice of Withdrawals. In the event that, for any Transfer Date,
---------------------
the sum of the amount required to be withdrawn from the Cash Collateral Account
pursuant to subsections 4.06(a), (b), (c) and (f) (such sum being referred to as
the "Total Withdrawal Amount") is greater than zero, the Servicer shall give
written notice to the Trustee and the Cash Collateral Depositor,
23
<PAGE>
in substantially the form of Exhibit C, of such positive Total Withdrawal
Amount.
(d) Application of Cash Collateral Account Surplus. In the event that
----------------------------------------------
the Cash Collateral Account Surplus on any Transfer Date, after giving effect to
all deposits to and withdrawals from the Cash Collateral Account pursuant to
subsections 4.06(a), (b), (c) and (f), and, if Chase USA or an Affiliate thereof
is not the Servicer, subsection 4.06(e), on such Transfer Date, is greater than
zero, the Trustee, acting in accordance with the instructions of the Servicer,
shall withdraw from the Cash Collateral Account not later than 12:30 p.m. (New
York City time) and, subject to subsection 4.09(h), pay to the Cash Collateral
Depositor, for application in accordance with the Loan Agreement, an amount
equal to the Cash Collateral Account Surplus.
(e) Termination of Withdrawal. Upon the earlier to occur of the
-------------------------
Business Day succeeding (i) the termination of the Trust pursuant to Section
12.01, (ii) the day on which the final distribution is made to the Series 1992-1
Certificateholders and (iii) the Scheduled Series 1992-1 Termination Date, the
Trustee, acting in accordance with the instructions of the Servicer, after the
prior payment of all amounts owing to the Series 1992-1 Certificateholders and
the Servicer and payable from the Cash Collateral Account as provided herein,
shall withdraw from the Cash Collateral Account not later than 12:30 p.m. (New
York City time) and, subject to subsection 4.09(h), pay to the Cash Collateral
Depositor, all amounts on deposit in the Cash Collateral Account, for
application in accordance with the Loan Agreement.
(f) Approvals and Consents by Cash Collateral Depositor. Any consent,
---------------------------------------------------
notices, approval, waiver or direction required under the Agreement to be given,
or any remedy to be exercised hereunder, by the Cash Collateral Depositor or the
Enhancement Provider shall be exercised or given by (i) the party appointed to
act as agent (the "Agent") for the Cash Collateral Depositor pursuant to the
Loan Agreement or (ii) following notice by the Cash Collateral Depositor to the
Trustee of the termination of the Loan Agreement, by the Seller. The Trustee,
the Seller and the Servicer shall be entitled to rely on an officer's
certificate of the Agent as to whether any such action has been exercised
pursuant to the Loan Agreement.
(g) Notices to Cash Collateral Depositor. Any notice required to be
------------------------------------
given to the Cash Collateral Depositor or the Enhancement Provider under the
Agreement by the parties thereto or hereto shall be deemed to be delivered to
the Cash Collateral Depositor upon delivery to (i) the Agent at the address and
in the manner specified in the Loan Agreement or (ii) following notice by the
Cash Collateral Depositor to the Trustee of the termination of the Loan
Agreement, to the Seller. The Agent shall deliver a copy of each such notice to
each entity which is
24
<PAGE>
a Cash Collateral Depositor in the manner specified in the Loan Agreement.
(h) Payments to Cash Collateral Depositor. Any payment required to be
-------------------------------------
made pursuant to the Agreement to the Cash Collateral Depositor or the
Enhancement Provider shall be deemed to have been made to the Cash Collateral
Provider or the Enhancement Provider, as the case may be, by the payment of such
amount to the Agent; provided, however, that following notice by the Agent to
-------- -------
the Trustee of (i) the termination of the Loan Agreement or (ii) the payment of
the Initial Cash Collateral Amount and all other amounts payable pursuant to the
Loan Agreement to the Agent and the Cash Collateral Depositor, all such payments
shall be made to the Seller or to such person as the Seller may designate in
writing.
SECTION 4.10. Seller's or Servicer's Failure to Make a Deposit or
---------------------------------------------------
Payment.
- -------
(a) If (i) the Servicer fails to give instructions on any
Determination Date to make any payment or deposit relating to the Series 1992-1
Certificates required to be made by the Servicer on the related Transfer Date at
the time specified in the Agreement (including applicable grace periods), or
(ii) the Trustee shall not have received the notice referred to in the first
paragraph of subsection 4.10(c) and in the manner and at the time specified in
the first paragraph of subsection 4.10(c), in either case, the Trustee
determines that any payment or deposit (other than as required by subsection
2.04(d) (except as provided in the immediately following paragraph), 2.04(e),
2.04(f), 3.03, 9.02, 10.02, or 12.02(a) of the Agreement, or Sections 4 or 15 of
the Supplement relating to Series 1992-1 (collectively, "Excluded Payments")
required to be made by the Seller or the Servicer, as the case may be, has not
been made on the related Transfer Date, the Trustee (x) shall make such payment
from the applicable Investor Account or the Cash Collateral Account, as the case
may be, without instruction from the Servicer, or (y) shall (except in the case
of (i) a deposit or payment which was required to have been made to or from the
Cash Collateral Account, (ii) payments required to be made to the Servicer
pursuant to subsection 4.06(e) so long as Chase (USA) or an Affiliate is the
Servicer, (iii) payments required to be made pursuant to subsections 4.06(d),
(f) and (g), (iv) Excluded Payments and (v) payments required to be made
pursuant to the sixth sentence of subsection 4.09(a)), subject to subsection
4.10(c), make a withdrawal from the Cash Collateral Account (up to the Available
Cash Collateral Amount), in an amount equal to the amount of such payment or
deposit. The Trustee shall be required to make any such payment, deposit or
withdrawal hereunder only to the extent that it has sufficient information to
allow the Trustee to determine the amount thereof; provided, however, that the
-------- -------
Trustee shall in all cases be deemed to have sufficient information to determine
the amount of interest (i) required to be paid or provided for under subsection
4.06(a) on each Transfer Date, and (ii) payable to the Series 1992-1
25
<PAGE>
Certificateholders on each Distribution Date. The Servicer shall, upon request
of the Trustee, promptly provide the Trustee with all information necessary to
allow the Trustee to make such a payment or withdrawal. Such funds or the
proceeds of such withdrawal shall be applied by the Trustee in the manner in
which such payment or deposit should have been made by the Seller or the
Servicer, as the case may be.
If (i) the Servicer, the Seller, or the Holder of the Exchangeable
Seller Certificate fails to make any payment or deposit relating to the Series
1992-1 Certificates (including, but not limited by, any deposits pursuant to
Section 4.04) (other than (w) payments or deposits (referred to above) required
to be made on any Transfer Date relating to the Series 1992-1 Certificates, (x)
payments or deposits required by subsection 2.04(d) (except as referred to
below), (y) payments or deposits required by subsection 2.04(e), 2.04(f), 3.03,
9.02, 10-02 or 12.02(a) of the Agreement or Sections 4 or 15 of the Supplement
relating to Series 1992-1) required to be made or given by the Servicer or
Seller, respectively, at the time specified in the Agreement (including
applicable grace periods) and (ii) the Trustee shall have received the notice
referred to the second paragraph of subsection 4.10(c) from the Seller or the
Servicer, as the case may be, in the manner and at time specified in the second
paragraph of subsection 4.10(c), the Trustee shall make such payment from the
applicable Investor Account or the Series 1992-1 Retention Subaccount without
instruction from the Servicer, or shall, subject to Subsection 4.10(c), make a
withdrawal from the Cash Collateral Account (up to the Available Cash collateral
Amount) in an amount equal to the amount of such payment or deposit relating to
the Series 1992-1 Certificates; provided, however, that the Trustee shall make a
-------- -------
withdrawal from the Cash Collateral Account (up to the Available Cash Collateral
Amount) in an amount equal to the deposit required to be made by the Seller
pursuant to subsection 2.04(d) to the extent allocable to the Investor Interest
that has not been made for any Ineligible Receivable as to which (i)
reassignment would have occurred under subsection 2.04(d) hereof but for the
Seller's failure to make a deposit into the Collection Account required under
subsection 2.04(d) to the extent allocable to the Investor Interest and (ii)
either (A) Collections with respect to such Ineligible Receivable have not been
deposited, or are prohibited from being deposited, in the Collection Account, or
(B) the Obligor with respect to such Ineligible Receivable does not make one or
more payments to the Servicer with respect thereto because it is an Ineligible
Receivable. The Trustee shall be required to make any such payment, deposit or
withdrawal hereunder only to the extent that it has sufficient information to
allow the Trustee to determine the amount thereof. Such funds or the proceeds
of such withdrawal shall be applied by the Trustee in the manner in which such
payment or deposits should have been made by the Seller or the Servicer, as the
case may be.
(b) If a withdrawal is made from the Cash Collateral Account pursuant
to subsection 4.10(a) because of a failure of
26
<PAGE>
the Servicer, the Seller or the Holder of the Exchangeable Seller Certificate to
make, or give instructions to make, any payment or deposit required to be made
or given by the Servicer or the Seller from sources other than a withdrawal from
the Cash Collateral Account, the Servicer, the Seller or the Holder of the
Exchangeable Seller Certificate, as the case may be, shall, as appropriate, (i)
make the required payment, deposit or transfer, or (ii) give the Trustee
instructions to transfer the required payment or deposit in respect of which
such withdrawal from the Cash Collateral Account was made, to the Cash
Collateral Account.
Subject to the preceding paragraph, if a required payment, deposit or
transfer is not made at the time specified therefor in this Agreement, upon the
making of such payment, deposit or transfer, the proceeds thereof shall be
applied in the manner in, and for the purposes to, which such payment, deposit
or transfer would have been made had such payment, deposit or transfer been made
in a timely manner.
Subject to the second preceding paragraph, if a required payment,
deposit or transfer is not made at the time specified therefor in this Agreement
because of the failure of the Seller or the Servicer to give instructions
therefor, upon the giving of such instructions, such payment, deposit or
transfer shall be made in the manner in, and for the purposes to, which such
payment, deposit or transfer would have been made had such instructions been
given in a timely manner.
(c) Notice of Deposits and Withdrawals. The Seller and the Servicer
----------------------------------
covenant and agree hereby to notify the Trustee, no later than 10:00 a.m. (New
York time) on each Transfer Date, that the Seller or the Servicer, as the case
may be, has made all deposits and withdrawals required to be made on such
Business Day by the Servicer or the Seller, as the case may be, relating to the
Series 1992-1 Certificates on such Transfer Date, which notice may be by
telephone confirmed by facsimile. Such notice shall be substantially in the
form of Exhibit 4 to the Supplement relating to Series 1992-1, with such changes
as the Servicer may determine to be necessary or desirable; provided, however,
-------- -------
that no change shall serve to exclude information required pursuant to this
Section 4.10(c). The Trustee shall be entitled to rely on such telephone notice
as conclusive evidence that such deposits and withdrawals have been made by the
Seller or the Servicer, as the case may be, in a timely manner unless such
Trustee shall not have received such facsimile confirmation by 12:00 noon (New
York time) on such Transfer Date.
If, on any Business Day, the Seller or the Servicer fails to make any
payment or deposit relating to the Series 1992-1 Certificates required to be
made by it on such Business Day (other than the deposits and payments required
to be made by the Seller or the Servicer on each Transfer Date), the Seller or
the Servicer, as the case may be, shall notify the Trustee not later than 11:00
a.m. (New York time) on such Business Day that it has failed to make such
payment or deposit, which notice shall
27
<PAGE>
specify (i) the amount of such deposit or payment and (ii) if applicable, the
account from which such payment was to be made and the Person to whom, or the
account into which, such payment was to be made. Such notice shall be
substantially in the form of Exhibit 5 to the Supplement relating to Series
1992-1.
If, on any Business Day, the Trustee shall be required to make a
withdrawal from the Cash Collateral Account pursuant to Section 4.10, (i) the
Trustee shall notify the Agent not later than 11:45 a.m. that it is required to
make such drawing, which notice shall specify the amount of such withdrawal, and
(ii) the Trustee shall make such withdrawal from the Cash Collateral Account not
later than 2:00 p.m. on such Business Day.
(d) If the Holder of the Exchangeable Seller Certificate fails to make
any deposit pursuant to Section 4.04 which failure results in a withdrawal from
the Cash Collateral Account, the Holder of the Exchangeable Seller Certificate
shall be required to make such payment which shall be deposited, to the extent
of such withdrawal, into the Finance Charge Account for allocation as
Collections of Finance Charge Receivables.
SECTION 4.11. 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 and the Cash Collateral Account shall be deemed to occur when the
instructions with respect to such deposit, withdrawal, transfer or other payment
have been transmitted over the Federal Wire.
SECTION 4.12. [Reserved].
----------
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1992-1.)
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 subsection 3.04(b)) to each Series 1992-1
Certificateholder of record on the immediately preceding Record Date (other than
as provided in subsection 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 1992-1 Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Series 1992-1 Certificateholders pursuant to Sections 4.07 and
4.08 hereof by check mailed to each Certificateholder except that, with respect
to Certificates registered in the name of the
28
<PAGE>
nominee of a Clearing Agency, such distribution shall be made in immediately
available funds.
SECTION 5.02. Monthly Certificateholders' Statement.
-------------------------------------
(a) On or before each Distribution Date, the Paying Agent shall
forward to each Series 1992-1 Certificateholder, the Rating Agency, the
Enhancement Provider and any Series 1992-1 Certificate Owner, upon the written
request of such Series 1992-1 Certificate Owner, a statement substantially in
the form of Exhibit 2 to the Supplement relating to Series 1992-1 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;
(ii) the amount of such distribution, if any, allocable to
Certificate Principal;
(iii)the amount of such distribution allocable to Certificate
Interest;
(iv) the amount of Collections of Principal Receivables processed
during the preceding Monthly Period and allocated in respect of the Series 1992-
1 Certificates;
(v) the aggregate amount of Principal Receivables, the Investor
Interest and the Investor 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;
(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 preceding Monthly Period;
(vii) the Aggregate Investor Default Amount for one preceding
Monthly Period;
(viii) the aggregate amount of Investor Charge Offs for the
preceding Monthly Period;
(ix) the aggregate amount of Investor Charge Offs reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Investor Monthly Servicing Fee for the
preceding Monthly Period;
29
<PAGE>
(xi) the Available Cash Collateral Amount and the Required Cash
Collateral Amount as of the close of business on such Distribution Date;
(xii) the aggregate amount of Collections of Finance Charge
Receivables processed during the preceding Monthly Period and allocated in
respect of the Series 1992-1 Certificates;
(xiii) the Deficit Controlled Amortization Amount;
and
(xiv) the Pool Factor as of the preceding Record Date.
The Monthly Certificateholders' Statement shall be substantially in the
form of Exhibit 2 to the Supplement relating to Series 1992-1, 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 2, as so changed. Upon the delivery of such
Officer's Certificate to the Trustee, such Exhibit 2, as so changed, shall for
all purposes of this Agreement constitute such Exhibit 2. 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 1992, 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 1992-1 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1992-1 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
1992-1 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 1992-1
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 1992-1 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Amortization
Period with respect to the Series 1992-1 Certificates:
30
<PAGE>
(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 1992-1 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 1992-1 Certificateholders (which determination shall be made
without regard to whether any funds are on deposit in the Cash Collateral
Account) 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 1992-1 Certificates
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 1992-1, and continues to affect materially and adversely
the interests of the Series 1992-1 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 1992-1 Certificates evidencing
Undivided Interests aggregating not less than 50% of the Investor Interest of
this Series 1992-1, and (ii) as a result of which the interests of the Series
1992-1 Certificateholders are materially and adversely affected (which
determination shall be made without regard to whether any funds are on deposit
in the Cash Collateral Account) and continue to be materially and adversely
affected for such period; provided, however, that a Series 1992-1 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;
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1992-1
31
<PAGE>
Certificates (which determination shall be made without regard to whether funds
are on deposit in the Cash Collateral Account); or
(f) on any Record Date, the Available Cash Collateral Amount shall
be less than 3% of the Initial Investor Interest;
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 1992-1 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 1992-1 Pay
Out Event") has occurred as of the date of such notice, and in the case of any
event described in subparagraphs (c), (d), or (f), a Series 1992-1 Pay Out Event
shall occur without any notice or other action on the part of the Trustee, the
Enhancement Provider or the Series 1992-1 Certificateholders immediately upon
the occurrence of such event.
SECTION 10. Series 1992-1 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1992-1 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1992-1 Termination Date occurs (the "Extension Date"), the right of
Series 1992-1 Certificateholders to receive payments from the Trust may, by vote
of the Holders of Series 1992-1 Certificates evidencing Undivided Interests
aggregating not less than 66 2/3% of the Investor Interest of this Series prior
to the Transfer Date in the month immediately preceding the month in which the
Scheduled Series 1992-1 Termination Date occurs, be extended until the earlier
of (i) the day which is one year after the Scheduled Series 1992-1 Termination
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 Certificate Interest accrued through and including
the last day of the month preceding the month in which such Distribution Date
occurs (the "Series 1992-1 Final Termination Date"). The Trustee shall notify
the Series 1992-1 Certificateholders, by notice given by first-class mail to
such Series 1992-1 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 1992-1 Certificates as of the Record
Date immediately succeeding the Extension Date vote to extend the right of the
Series 1992-1 Certificateholders to receive payments from the Trust until the
Final Series 1992-1 Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 1992-1 Termination
Date occurs, the right of the Series 1992-1 Certificateholders to receive
payment from the Trust will terminate on the Scheduled Series 1992-1 Termination
Date; (ii) the right to withdraw funds from the Cash Collateral Account will
terminate on the Scheduled Series 1992-1
32
<PAGE>
Termination Date and the Cash Collateral Account will thereafter be unavailable
to make payments on the Series 1992-1 Certificates, in the event that the period
during which the Series 1992-1 Certificateholders are entitled to receive
payments from the Trust is extended; and (iii) (unless the Rating Agency
notifies the Trustee to the contrary prior to such Record Date) that the rating
assigned to the Series 1992-1 Certificates by the Rating Agency will be
withdrawn on the Scheduled Series 1992-1 Termination Date. In the event that
the Series 1992-1 Certificateholders vote to extend the right of the Series
1992-1 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 Agreement and this Series Supplement shall be
deemed to no longer include any references to the Cash Collateral Account, the
Available Cash Collateral Amount or to the Trustee's ability to make any
withdrawals from the Cash Collateral Account, and no deposits shall be made to
the Cash Collateral Account; provided, however, that the Trustee shall, subject
-------- -------
to subsection 4.09(h), continue to pay to the Cash Collateral Depositor the
amounts specified in subsections 4.06(d), 4.06(e) and 4.06(g) and, for the
purposes of such payments, the amount required to be deposited to the Cash
Collateral Account on each Transfer Date pursuant to subsection 4.06(e) shall be
zero.
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 representations and warranties contained in
Section 11.15 of the Agreement, as though such representations and warranties
were made by such party as of the Closing Date.
SECTION 13. Cash Collateral Depositor.
-------------------------
(a) Upon the earlier of (i) the receipt by the Trustee from the Agent
of notice as to (A) the termination of the Loan Agreement or (B) the payment of
the Initial Cash Collateral Amount and all other amounts payable pursuant to the
Loan Agreement to the Agent and the Cash Collateral Depositor, or (ii) the
Series 1992-1 Scheduled Termination Date if the Series 1992-1 Certificateholders
vote to extend their right to receive payments
33
<PAGE>
from the Trust pursuant to Section 10, the Agreement and this Series Supplement
shall (subject to Section 4.09(h) and the proviso contained in the last sentence
of Section 10 hereof) be deemed to no longer include any reference to the Agent,
the Enhancement Provider, or the Cash Collateral Depositor.
(b) Notwithstanding any provision to the contrary contained in the
Agreement, the Agent, the Cash Collateral Depositor and the Enhancement Provider
shall have no rights under the Agreement or this Series Supplement upon the
earlier to occur of (i) the receipt by the Trustee from the Agent of the notice
referred to in clause (i) of Section 13(b) of this Series Supplement and (ii)
the Series 1992-1 Termination Date.
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 1992-1 Certificates evidencing Undivided Interests
aggregating not less than 100% of the Investor Interest and (b) the
Cash,Collateral Depositor, 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 1992-1 Certificateholders to the rights of the Holders
of any other Series.
SECTION 15. Repurchase of the Series 1992-1 Certificates. In the
--------------------------------------------
event of a breach of any of the representations and warranties set forth in
Section 12(a)(ii) hereof, either the Trustee, or the Holders of Series 1992-1
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 1992-1 Certificateholders), may
direct the Seller to repurchase the Series 1992-1 Certificates (as specified
below) 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 1992-1 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
34
<PAGE>
the Repurchase Date, less the amount on deposit in the Principal Account which
will be transferred to the Distribution Account pursuant to the second paragraph
of subsection 4.08(a) on the related Transfer Date, (ii) an amount equal to all
interest accrued but unpaid on the Series 1992-1 Certificates at the Certificate
Rate through and including the last day of the month preceding the month in
which such Transfer Date occurs, less the amount on deposit in the Finance
Charge Account which will be transferred to the Distribution Account pursuant to
Subsection 4.06(a) 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
1992-1 Certificates. The Series 1992-1 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 Enhancement Provider for
application in accordance with the terms of the Loan Agreement. If the Trustee
or the Series 1992-1 Certificateholders give notice directing the Seller to
repurchase the Series 1992-1 Certificates as provided above, the obligation of
the Seller to repurchase the Series 1992-1 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 1992-1 Certificateholders or the
Trustee on behalf of the Series 1992-1 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 Seller. Chase USA, in its
----------------------------------
capacity as Seller, hereby covenants that following the occurrence of a Series
1992-1 Pay Out Event described in Section 9(c) of this Series Supplement, except
as otherwise required by any Requirements of Law, it will not reduce the
Periodic Finance Charges assessed on any Receivable or other fees on any Account
if the Seller reasonably believes that, as a result of such reduction, (i) the
weighted average of the Periodic Finance Charges on the last day of the Monthly
Period during which such reduction will be effective (weighted based on the
Seller's reasonable belief as to the Principal Receivables which will be
outstanding on such last day) will be less than (ii) the greater of (A) 11.40%
or (B) the sum of (1) 4.00% and (2) the weighted average of the Certificates
Rates of each Series that will be outstanding on such last day (weighted based
on the Seller's reasonable belief as to (x) the amount of the Investor Interest
of each Series will be outstanding on such last day, and
35
<PAGE>
(y) in the case of Series for which the Certificate Rate is a floating rate, the
Certificate Rate applicable to such Monthly Period).
SECTION 18. Additional Covenants of the Trustee. The Trustee hereby
-----------------------------------
covenants that it will not execute any amendment to the Loan Agreement which (i)
relates to 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 to the Trust and the Trustee, or (iii) any provision of the
Loan Agreement which constitutes an agreement by the Agent or a Cash Collateral
Depositor 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 Fitch that such amendment will not result in
the reduction or withdrawal of their respective then existing ratings of the
Series 1992-1 Certificates.
SECTION 19. Third-Party Beneficiaries. The Agreement and this Series
-------------------------
Supplement will inure to the benefit of the Cash Collateral Depositor. Without
limiting the generality of the foregoing, all covenants and agreements in the
Agreement which expressly confer rights upon the Cash Collateral Depositor shall
be for the benefit of and run directly to the Cash Collateral Depositor, and the
Cash Collateral Depositor 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 20. Series 1992-1 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1992-1 Certificateholders may tender their Series 1992-1
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 1992-1 Certificateholders. Such notice of
exchange will specify, among other things: (a) the amount of Series 1992-1
Certificates that may be tendered, (b) the Certificate Rate with respect to the
new Series, (c) the term of the Series, (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 at which the tender and cancellation of the
Series 1992-1 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 1992-1 Certificates,
and shall issue such Series of Investor Certificates and a new Exchangeable
Seller Certificate, each dated the Exchange Date.
36
<PAGE>
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 Enhancement Provider, the Cash Collateral Depositor or the
Agent shall, subject to subsection 4.09(f), be given in the manner specified in
Section 13.05 to the Agent at its address specified in the Loan Agreement, or at
such other address as the Agent may direct in writing.
SECTION 23. Appointment of Luxembourg Co-Paying Agent. The Trustee
-----------------------------------------
hereby appoints Chase Manhattan Bank (Luxembourg) S.A. as a co-paying agent in
Luxembourg for so long as the Series 1992-1 Certificates are listed on the
Luxembourg Stock Exchange and the Luxembourg Stock Exchange requires a paying
agent located in Luxembourg.
37
<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),
Seller and Servicer
By: /s/ Keith Schuck
------------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
Trustee
By: /s/ Anthony Bocchino
------------------------------
Name: Anthony Bocchino
Title: Vice President
<PAGE>
EXHIBIT 1
---------
FORM OF INVESTOR CERTIFICATE
----------------------------
No. ___ $150,000,000
CUSP No. 161612ACO
Chase Manhattan Credit Card Master Trust
Series 1992-1 7.40% ASSET BACKED CERTIFICATE
Each $1,000 minimum denomination represents
-------------------------------------------
a 1/750,000th undivided interest in certain assets of the
---------------------------------------------------------
Chase Manhattan Trust Credit Card Master Trust
----------------------------------------------
Evidencing an undivided interest in certain assets of a trust, the
corpus of which consists of a portfolio of selected VISA/1/ and MasterCard/1/
- -
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 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 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 "Investor Certificateholder") is
the registered owner of the undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") (other than Receivables in Additional Accounts and Automatic
Additional Accounts) 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 (including all
Finance Charge Receivables), and the other assets and interests constituting the
Trust pursuant to a Pooling and servicing Agreement dated as of June 1, 1991 and
Series 1991-1 Supplement dated as of June 1, 1991 (collectively the
"Agreement"), by and between The Chase Manhattan Bank (USA), as Seller and
Servicer, and Yasuda Bank and Trust Company (U.S.A.),
- ----------
/1/ VISA and MasterCard are registered trademarks of VISA USA, Inc., and
-
MasterCard International Incorporated, respectively.
<PAGE>
as Trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinbelow.
The Seller has structured the Agreement and the Investor Certificates
with the intention that the Investor Certificates will qualify under applicable
tax law as indebtedness, and the Seller, the Holder of the Seller Certificate of
the Servicer and each Investor Certificateholder (or Certificate Owner) by
acceptance of its Certificate (or, in the case of a Certificate Owner, by virtue
of such Certificate owner's acquisition of a beneficial interest therein),
agrees to treat the Investor Certificates consistently with, and to take no
action inconsistent with, the treatment of the Investor 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. Each Certificateholder agrees that it will cause any Certificate
owner acquiring an interest in a Certificate through it to comply with this
Agreement as to treatment as indebtedness under applicable tax law.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This 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 Certificateholder by virtue of the
acceptance hereof assents and by which the Certificateholder is bound.
THE AGREEMENT AND THE 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 Receivables consist of Principal Receivables which arise from the
purchase of goods, services and cash advances and of Finance Charge Receivables
which arise generally from Periodic Finance Charges and other fees and charges
as more fully specified in the Agreement. The assets of the Trust in which this
Certificate represents an interest, consist of (i)(a) the Receivables (other
than Receivables in Additional Accounts and Automatic Additional Accounts) 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 9306 of the UCC as
in effect in the State of Delaware) of such Receivables, (d) Insurance Proceeds
relating to such Receivables, (e) Recoveries relating to such Receivables and
(f) Interchange allocable to the Trust pursuant to Section 2,05(k) of the
Agreement and all proceeds thereof, (ii) such funds as from time to time are
deposited in the Collection Account, the Series 1992-1 Investor Accounts and the
Series 1992-1 Collection Subaccount and the Series 1992-1 Retention Subaccount,
and (iii) the
2
<PAGE>
benefits of a Cash Collateral Account having an initial balance of $82,500,000.
This Certificate is one of a series of Certificates entitled "Chase Manhattan
Credit Card Master Trust Series 1992-1 7,40% Asset Backed Certificates" (the
"Certificates"), each of which represents an undivided interest in certain
assets of the Trust, including the right to receive Collections allocable to the
Certificates and other amounts at the times and in the amounts specified in the
Agreement to be deposited in the Investor Accounts or paid to the Investor
Certificateholders. The aggregate interest represented by the Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Investor Interest at such time. The Initial Investor Interest is
$750,000,000. The Investor Interest on any date of determination will be an
amount equal to (a) $750,000,000, minus (b) the aggregate amount of payments of
-----
Certificate Principal paid to the Investor Certificateholders prior to such date
of determination minus (c) the excess, if any, of the aggregate amount of
-----
Investor Charge offs over Investor Charge offs reimbursed prior to such date of
----
determinations. In addition to the Certificates, an Exchangeable Seller
Certificate will be issued to the Seller pursuant to the Agreement, and other
Series of certificates have been, and may from time to time be, issued by the
Trust, which represent or will represent an undivided interest in the Trust. The
Exchangeable Seller Certificate will represent the interest in the Principal
Receivables not represented by the Investor Certificates or any other Series of
certificates.
During the Revolving Period, which begins on the date of issuance of
this Certificate, Certificate Interest at the rate specified above will be
distributed on April 15, 1992 and on the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, on the next
succeeding Business Day (a "Distribution Date"), to the Certificateholder of
record as of the last Business Day of the month preceding the related
Distribution Date. During either the Controlled Amortization Period, which in
scheduled to begin with the September, 1996 Monthly Periods, except in certain
limited circumstances set forth in the Agreement, or the Rapid Amortization
Period, Certificate Interest and Certificate Principal will be distributed to
the Certificateholder on the Distribution Date of each calendar month commencing
in the month following the month in which either the Controlled Amortization
Period or the Rapid Amortization commences.
The Servicer shall deposit all Collections in the Collection Account
as promptly as possible after the Date of Processing of such Collections, but in
no event later than the second Business Day following such Date of Processing.
Notwithstanding anything in the Agreement to the contrary, for so long
as, and only so long as, the Seller shall remain the Servicer hereunder and
(a)(i) the Servicer provides to the Trustee a letter of credit or other
arrangement covering risk
3
<PAGE>
of collection of the Servicer acceptable to the Rating Agency (as evidenced by
letters from the Rating Agency) and (ii) the Seller shall not have received a
notice from the Rating Agency that such letter of credit or other arrangement
would result in the lowering of such Rating Agency's then-existing rating of the
Investor Certificates or (b) under certain circumstances permitted under the
Agreement, the Servicer need not deposit Collections from the Collection Account
into the Principal Account or the Finance Charge Account or make payments to the
Holder of the Exchangeable Seller Certificate prior to the close of business on
the day any Collections are deposited in the Collection Account, but may make
such payments with respect to each Billing Cycle on the Transfer Date in the
Monthly Period following the Monthly Period in which such Billing Cycle ended in
an amount equal to the net amount of such deposits, payments and withdrawals
which would have been made but for the provisions of this paragraph.
On each Determination Date, the Servicer shall withdraw or instruct
the Trustee to withdraw, and on each succeeding Transfer Date the Servicer-or
the Trustee acting in accordance with such instructions shall withdraw, from the
Finance Charge Account and deposit to the Distribution Account to the extent
funds are available from Available Finance Charge Collections: (i) first,
Certificate Interest in an amount equal to one-twelfth of the product of the
Certificate Rate and the Investor Interest determined as of such Transfer Date,
provided, however, that with respect to the first Monthly Period interest shall
- -------- -------
accrue from and including the Closing Date to and including March 31, 1992; (ii)
then an amount equal to the amount of any unpaid Deficiency Amounts, as defined
below, and on such Transfer Date the Servicer or the Trustee shall deposit such
funds into the Distribution Account if the funds available in the Finance Charge
Account are less than the amount required to be so deposited, the Trustee acting
upon instructions from the Servicer, shall make a withdrawal from the Cash
Collateral Account in the amount of such deficiency (up to the Available Cash
Collateral Amount), and the proceeds from such drawing shall be deposited into
the Distribution Account. If the amounts described above in this paragraph are
insufficient to pay such interest in respect of any Monthly Period, payments to
the Investor Certificateholders will be reduced by the amount of such
deficiency. The amount, if any, of such deficiency for any month shall be
referred to as the "Deficiency Amount." Interest shall not accrue on Deficiency
Amounts.
The Chase Manhattan Bank (USA), as Servicer, is entitled to receive as
servicing compensation a monthly servicing fee in an amount equal to one-twelfth
of the product of 2.15% per annum and the Aggregate Principal Receivables in the
Trust on the Record Date in each Monthly Period. The share of the servicing fee
for each Monthly Period allocable to the Investor Certificates shall be equal to
one-twelfth of the product of 2,15% per annum and the Investor Interest as of
the related
4
<PAGE>
Record Date and will be paid as described below; provided, however, that with
-------- -------
respect to the first Monthly Period such fee shall be computed in the manner
provided in the Agreement, The remainder of the servicing fee which will be
allocable to the Holder of the Exchangeable Seller Certificate and the other
Series of certificates, if any, will be payable by the Holder of the
Exchangeable Seller Certificate or by the Holders of such Series of
certificates, and neither the Trust nor the Trustee or the Investor
Certificateholders will have any obligation to pay such portion of the servicing
fee.
On each Determination Date, the Servicer shall withdraw or shall
instruct the Trustee to withdraw, and on each Transfer Date the Servicer or the
Trustee shall withdraw, from the Finance Charge Account for application as
required by the Agreement an amount equal to (i) an amount equal to the
Aggregate Investor Default Amount, if any, for the preceding Monthly Period,
(ii) an amount equal to the aggregate amount of Investor Charge Offs, if any,
which have not theretofore been reimbursed, (iii) the Monthly Loan Fee with
respect to the preceding Monthly Period and any accrued and unpaid Monthly Loan
Fees from previous Monthly Periods and (iv) the Monthly Investor Servicing Fee
for the preceding Monthly Period and any accrued and unpaid Monthly Investor
Servicing Fees from previous Monthly-Periods. If the amount on deposit in the
Finance Charge Account with respect to any month is insufficient to make the
payments specified above, after giving effect to withdrawals therefrom with
respect to Certificate Interest to the Trustee, acting upon instructions from
the Servicer, shall make a withdrawal from the Cash Collateral Account, up to
the Available Cash Collateral Amount (after giving effect to any withdrawals
therefrom with respect to Certificate Interest) to make such payments in the
order set forth above provided, however, the Trustee shall only make a
-------- -------
withdrawal with respect to the payment in clause (iv) of the immediately
preceding sentence if Chase USA or an affiliate of Chase USA is not the
Servicer.
On the Determination Date in the Monthly Period following the Monthly
Period in which either the Controlled Amortization Period or the Rapid
Amortization Period commences, and on each Determination Date thereafter, the
Servicer shall notify the Trustee that it will withdraw, or shall instruct the
Trustee to withdraw, and on the next succeeding Transfer Date the Servicer or
the Trustee acting in accordance with such notice or instructions shall
withdraw, all amounts on deposit in the Principal Account in respect of
Collections processed during the preceding Monthly Period with respect to each
Billing Cycle which ended during such Monthly Period and deposit such amounts in
the Distribution Account for distribution to the Investor Certificateholders
pursuant to the terms of the Agreement on the next succeeding Distribution Date.
On each Distribution Date occurring after a deposit is made pursuant
to the paragraphs above, the Paying Agent shall pay
5
<PAGE>
to the Investor Certificateholders the amount deposited on the related Transfer
Date into the Distribution Account in respect of Certificate Interest and, in
addition, during either the Controlled Amortization Period or the Rapid
Amortization Period, the Paying Agent shall pay to the Investor
Certificateholders the amount deposited on the related Transfer Date into the
Distribution Account in respect of Certificate Principal. Distributions with
respect to this Certificate will be made by the Paying Agent by check mailed to
the address of the Investor Certificateholders of record appearing in the
Certificate Register (except for the final distribution in respect of this
Certificate) without the presentation or surrender of this Certificate or the
making of any notation thereon, except that with respect to Certificates
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
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 Series 1992-1
Investor Accounts may be made upon the instructions of the Servicer from time to
time for purposes other than distributions to Certificateholders.
The Seller may designate (subject to the terms and conditions of the
Agreement), during the Revolving Period, Accounts for deletion and removal from
the Accounts previously assigned to and constituting a part of the Trust;
provided, however, that the Seller shall not make more than one such
- -------- -------
designation in any Monthly Period and further provided, however, that such
transfer shall, with respect to each Removed Account, be effective as of the
close of business at the end of the related Billing Cycle in which the Removal
Date occurs.
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
Investor Certificateholders owning 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 Undivided Interest of any Investor
Certificateholder, or (c) reduce the aforesaid percentage
6
<PAGE>
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
this Certificateholder 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 Undivided Interest and 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.
Subject to the prior termination of the Series 1992-1, the Agreement
provides that the right of the Investor Certificateholder to receive payments
from the Trust will terminate on the Scheduled Series 1992-1 Termination Date,
unless extended as set forth in the Agreement. Upon the termination of the
Trust pursuant to Section 12.01 of the Agreement, the Trustee shall assign and
convey to the Holder of the Exchangeable Seller Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in the
Receivables, whether then existing or thereafter created, and all proceeds
thereof and Insurance Proceeds and Recoveries relating thereto and Interchange
allocable to the Trust pursuant to subsection 2.05(k) of the Agreement except
for amounts held by the Trustee pursuant to subsection 12.03(b) of the
Agreement. The Trustee shall execute and deliver such instruments of transfer
and assignment, in each case without recourse, as shall be reasonably requested
by the Holder of the Exchangeable Seller Certificate to
7
<PAGE>
vest in such Holder all right, title and interest which the Trustee had in the
Receivables.
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.
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: _____________, 1992
8
<PAGE>
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
Trustee
By:____________________________________
Authorized Officer
9
<PAGE>
EXHIBIT 2
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
---------------------------------------------
THE CHASE MANHATTAN BANK (USA)
CHASE MANHATTAN CREDIT CARD MASTER TRUST SERIES 1992-1
MONTHLY CERTIFICATEHOLDERS' STATEMENT FOR MONTHLY PERIOD ___
Monthly Period - Beginning Date _______________
Monthly Period - Ending Date _______________
Determination Date _______________
Distribution Date _______________
(Note: Monthly Period numbers found herein refer solely to Series 1992-1 and
may not correspond to Monthly Period numbers used for other Series or
the Trust.)
I. Information Regarding Distributions to Certificateholders
A.Total amount distributed to Certificateholders (per $1,000 Initial
Invested amount) _______________
B.Total principal amount distributed to Certificateholders (per $1,000
Initial Invested amount) _______________
C.Total interest amount distributed to Certificateholders (per $1,000
Initial Invested amount) _______________
II. Receivables Balances
A. Aggregate Principal Receivables in Trust, end of
period ____ _______________
(i) Aggregate Principal Receivables in Trust on Closing
Date _______________
B. Investor Interest, end of period___ _______________
(i) Investor Interest as of Closing Date _______________
C. Investor Interest as a percentage of Trust
Principal Receivables _______________
(i)Investor Interest as a percentage of Trust Principal
Receivables as of the Closing Date _______________
<PAGE>
III. Collections
A. Aggregate amount of Collections processed [during the Billing
Cycles which ended during the Monthly Period] [during the Billing
Cycles which ended during the Monthly Period and on any other Date
of Processing during such Monthly Period] [during the Monthly
Period] _______________
B. Monthly Pay Rate for:
1. Period-1 __________%
2. Period-2 __________%
3. Period-3 __________%
4. Period-4 __________%
5. Period-5 __________%
6. Period-6 __________%
7. 6 mo. avg. __________%
C. Collections of Principal Receivables (during the Billing Cycles
which ended during the Monthly Period] [during the Billing Cycles
which ended during the Monthly Period and on any other Date of
Processing during such Monthly Period] [during the Monthly Period]
allocated to Certificateholders _______________
D. Amount by which Controlled Amortization Amount exceeds principal
allocated to Investors _______________
E. Collections of Finance Charges [during the Billing Cycles which
ended during the Monthly Period] [during the Monthly Period]
allocated to Certificateholders _______________
F. Annualized Gross Portfolio Yield for:
1. Period - 1 __________%
2. Period - 2 __________%
3. Period - 3 __________%
4. 3 mo. avg. __________%
IV. Delinquent Balances
Aggregate Percent of
Account Aggregate
Balances Receivables
-------- -----------
A. Less than 30 days delinquent _________ __________%
B. 30 - 59 days delinquent _________ __________%
C. 60 -89 days delinquent _________ __________%
D. 90 or more days delinquent _________ __________%
E. Total _________ __________%
2
<PAGE>
V. Default Summary
A. Aggregate Investor Default Amount _______________
B. Investor default percentage for:
1. Period - 1 __________%
2. Period - 2 __________%
3. Period - 3 __________%
4. 3 mo. avg. __________%
C. Investor Charge Offs
1. Aggregate dollar amount _______________
2. Per $1,000 of Initial Investor
Interest _______________
D. Reimbursed Investor Charge Offs
1. Aggregate dollar amount _______________
2. Per $1,000 of Initial Investor
Interest _______________
E. Base Rate _______________
F. Portfolio Yield minus Base Rate for:
1. Period - 1 __________%
2. Period - 2 __________%
3. Period - 3 __________%
4. 3 mo. avg. __________%
VI. Monthly Investor Servicing Fee _______________
VII. Withdrawal from Cash Collateral Account under Section 4.06
_______________
VIII. Required Cash Collateral Amount _______________
IX. Available Cash Collateral Amount _______________
X. Deficit Controlled Amortization Amount _______________
XI. Pool Factor _______________
THE CHASE MANHATTAN BANK (USA),
Servicer
By:________________________________
3
<PAGE>
Calculations
------------
Monthly Pay Rate = Aggregate Collections (excluding Interchange) [during the
Billing Cycles which ended during the Monthly Period] [during the Billing
Cycles which ended during the Monthly Period and on any other Date of
Processing during such Monthly Period] [during the Monthly
Period]/Aggregate Amount of Receivables at the end of the prior Monthly
Period
Amount by which Controlled Amortization Amount exceeds Principal allocated to
Investors [during the Billing Cycles which ended during the Monthly Period)
[during the Billing Cycles which ended during the Monthly Period and on any
other Date of Processing during such Monthly Period] [during the Monthly
Period] = $62,500,000 - Principal allocated to Investors
Gross Portfolio Yield = Finance Charges allocated to Investors [during the
Billing Cycles which ended during the Monthly Period] [during the Monthly
Period] (including Interchange allocated to Investors and deposited in the
Finance Charge Account)/Investor Interest for the prior Monthly Period __
Portfolio Yield minus Base Rate - [(Finance Charges allocated to Investors
[during the Billing Cycles which ended during the Monthly Period] [during
the Monthly Period] (including Interchange allocated to Investors and
deposited in the Finance Charge Amount) - Aggregate Investor Default Amount
for the Monthly Period/Investor Interest for the prior Monthly Period] -
Bass Rate
4
<PAGE>
EXHIBIT 3
---------
FORM OF DEPOSITARY AGREEMENT
----------------------------
<PAGE>
EXHIBIT 4
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND/OR
NOTIFICATION TO THE TRUSTEE
-------------------------------------------
THE CHASE MANHATTAN BANK (USA)
-------------------------------------------
Chase Manhattan Credit Card Master Trust, Series 1992-1
-------------------------------------------
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1, 1991 and the Series 1992-1 Supplement
dated as of March 1, 1992 (collectively, the "Agreement") by and between Chase
and Yasuda Bank and Trust Company (U.S.A.), as-trustee (the "Trustee"), does
hereby certify as follows:
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement; 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 Section 4.05 of the Agreement.
B) Chase is the Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is _________, 199_ which is a
Determination Date under the Agreement.
I. NOTIFICATION OF OR INSTRUCTION TO MAKE A WITHDRAWAL
---------------------------------------------------
Pursuant to Section 4.06, the Servicer [will] [instructs the Trustee
to] (i) make a withdrawal from the Finance Charge Account on _____________,
_______ which date is a Transfer Date under the Agreement, in an aggregate
amount an set forth below in respect of the following amounts and (ii) apply the
proceeds of such withdrawal in accordance with Section 4.06:
<PAGE>
A) Pursuant to subsection 4.06(a):
------------------------------
(1) Interest at the Certificate
Rate for the Monthly Period on
the Investor Interest........... $________
(2) Deficiency Amounts.............. $________
B) Pursuant to subsection 4.06(b):
------------------------------
(1) Aggregate Investor Default
Amount for the preceding
Monthly Period.................. $________
C) Pursuant to subsection 4.06(c):
------------------------------
(1) Unreimbursed Investor Charge
Offs............................ $________
D) Pursuant to subsection 4.06(d):
------------------------------
(1) Pay to the Cash Collateral
Depositor the Monthly Loan
Fee............................. $________
(2) Accrued and unpaid Monthly
Loan Fees in respect of
previous Monthly Periods plus
unpaid interest therein......... $________
(3) Interest on any such accrued
and unpaid Monthly Loan Fees
in respect of previous Monthly
Periods......................... $________
E) Pursuant to subsection 4.06(e):
------------------------------
(1) The Investor Monthly Servicing
Fee for the preceding Monthly
Period.......................... $________
(2) Accrued and unpaid Investor
Monthly Servicing Fees in
respect of previous Monthly
Periods......................... $________
F) Pursuant to subsection 4.06(f)
------------------------------
(1) Deposit into the Cash
Collateral Account.............. $________
2
<PAGE>
G) Pursuant to subsection 4.06(g):
-------------------------------
(1) Pay to the Cash Collateral
Depositor for application
pursuant to the Loan
Agreement....................... $________
Total.................. $________
[Applicable only to Determination Dates during the Controlled
Amortization Period, commencing with the second Determination Date during the
Controlled Amortization Period:] [Pursuant to Section 4.08, the Servicer [will]
[instructs the Trustee to] (i) make a withdrawal from the Principal Account on
_______________, which is a Transfer Date under the Agreement, in an amount
equal to $_______________ (which amount is the lesser of the amounts set forth
in (A) and (D) below) and (ii) deposit such amounts in the Distribution Account
for application in accordance with Section 5.01:
A) Investor Percentage of Principal Collections processed [during the
Billing Cycles which ended during the preceding Monthly Period]
[during the Billing Cycles which ended during the preceding
Billing Cycle and on any other Date of Processing during such
Monthly Period] [during the preceding Monthly Period]... $________
B) Controlled Amortization Amount.......................... $________
C) Deficit Controlled Amortization Amount for the
preceding Monthly Period................................ $________
D) Controlled Distribution Amount for preceding
Monthly Period ((B)+(C))................................ $_______]
[Applicable only to Determination Dates during the Rapid Amortization
Period:] (Pursuant to Section 4.08, the Servicer [will] [instructs the Trustee
to] (i) make a withdrawal from the Principal Account on ________________, which
is a Transfer Date under the Agreement, in the amount set forth below and (ii)
deposit such amounts in the Distribution Account for application in accordance
with Section 5.01:
Investor Percentage of Principal Collections processed [during the
Billing Cycles which ended during the preceding Monthly Period]
[during the Billing Cycles which ended during the preceding Billing
Cycle and on any other Date of Processing during such Monthly Period]
[during the preceding Monthly Period]....................... $_______]
3
<PAGE>
II. INSTRUCTION TO MAKE WITHDRAWALS FROM THE CASH COLLATERAL ACCOUNT
----------------------------------------------------------------
Pursuant to Section 406, the Servicer hereby instructs the Trustee to
make a withdrawal from the Cash Collateral Account on _________________, the
Withdrawal Date of the current calendar month, in an aggregate amount as set
forth below (up to the Available Cash Collateral Amount) in respect of the
following amounts and to apply on _________________, the Transfer Date of the
current calendar month the proceeds of such withdrawal pursuant to the
provisions of Section 4.06:
A) Pursuant to subsection 4.06(a):
------------------------------
(1) Interest at the Certificate Rate for the Monthly Period on
the Investor Interest......................... $________
(2) Deficiency Amounts............................ $________
B) Pursuant to subsection 4.06(b):
-------------------------------
Aggregate Investor Default Amount for the preceding Monthly
Period............................................. $________
C) Pursuant to subsection 4.06(c):
------------------------------
Unreimbursed Investor Charge Offs.................. $________
D) Pursuant to subsection 4.06(e):
------------------------------
(1) The Investor Monthly Servicing Fee for the preceding Monthly
Period........................................ $________
(2) Accrued and unpaid Investor Monthly Servicing Fees in
respect of previous Monthly Periods........... $________
Total.......................... $________
Pursuant to subsection 4.09(b), the servicer hereby instructs the
Trustee to make a withdrawal from the Cash Collateral Account on
________________, the Transfer Date of the current calendar month, in the amount
of $___________ (which equals all interest and earnings (net of investment
losses and expenses) earned on or after the preceding Transfer Date on funds in
deposit in the Cash Collateral Account) and pay such amounts to the [Cash
Collateral Depositor for application in accordance with the Loan Agreement]
[Seller].
4
<PAGE>
Pursuant to subsection 4.09(d), the Servicer hereby instructs the
Trust to make a withdrawal from the Cash Collateral Account on _______________,
the Transfer Date of the current calendar month, in the amount of $_________
(which equals the Cash Collateral Account Surplus) and to pay such amounts to
the [Cash Collateral Depositor for application in accordance with the Loan
Agreement] [Seller].
III. ACCRUED AND UNPAID AMOUNTS
--------------------------
After giving effect to the withdrawals and drawings to be made in
accordance with this Certificate, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current calendar month:
A) Subsection 4.06(a):
------------------
The aggregate amount of all Deficiency Amounts........ $________
B) Subsection 4.06(c):
------------------
The aggregate amount of all unreimbursed Investor
Charge Offs........................................... $________
C) Subsection 4.06(d):
------------------
The aggregate amount of all accrued and unpaid Monthly Loan Fees
with interest thereon................................. $________
D) Subsection 4.06(e):
------------------
The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees........................................ $________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this _____ day of ___________, _____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:_______________________________
Name:
Title:
5
<PAGE>
FORM OF MONTHLY PAYMENT
NOTIFICATION TO THE TRUSTEE
--------------------------------------
THE CHASE MANHATTAN BANK (USA)
Chase Manhattan Credit Card Master Trust Series 1992-1
------------------------------------------
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1, 1991 and the Series 1992-1 Supplement
dated as of March 1, 1992 (collectively, the "Agreement") by and between Chase
and Yasuda Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), does
hereby certify as follows:
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement; 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 Section 4.10(c) of the Series 1992-1 Supplement.
B) Chase is the Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is _________, 199_ which is a
Transfer Date under the Agreement.
E) All deposits and withdrawals required to be made by the
Servicer on such Transfer Date pursuant to the Agreement relating to Series
1992-1 have been made in the manner and in the amounts indicated in the
Monthly Payment Instructions and/or Notice to the Trustee delivered on
_______________, ____ which date is the Determination Date relating to this
Transfer Date.
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this _____ day of _________, _____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:__________________________
Name:
Title:
<PAGE>
EXHIBIT 5
---------
FORM OF NOTIFICATION TO THE TRUSTEE OF
[SELLER's] [SERVICER's]
FAILURE TO MAKE DEPOSIT OR WITHDRAWAL
-------------------------------------
THE CHASE MANHATTAN BANK (USA)
Chase Manhattan Credit Card Master Trust Series 1992-1
-------------------------------------
The undersigned, a duly authorized representative of The Chase
Manhattan Bank (USA) ("Chase"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of June 1. 1991 and the Series 1992-1 Supplement
dated as of March 1, 1992, (collectively, the "Agreement") by and between Chase
and Yasuda Bank and Trust Company (U.S.A.), as trustee (the "Trustee"), does
hereby certify an follows:
-------------------------------------
A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement; 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 Section 3.04(e) of the Agreement.
B) Chase is the [Seller] [Servicer] under the Agreement.
C) The undersigned is a[n] authorized officer of the Seller]
[Servicing Officer].
D) The date of this notice is ____________.
E) The [Seller] [Servicer] has failed to make a [deposit into
the ___________ Account in the amount of $________ as required by Section
___ of the Agreement] [withdrawal from the _______________ Account in the
amount of $____ to ________________ as required by Section ___ of the
Agreement] which [deposit/withdrawal/payment] relates to Series 1992-1 and
was required to be made [no later than] [____ a.m.] [_____ p.m.].
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ______ day of __________, _______.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:____________________________
Name:
Title:
2
<PAGE>
Schedule 1992-1 to
Monthly Servicer's Certificate
------------------------------
THE CHASE MANHATTAN BANK (USA)
---------------------------------------
Chase Manhattan Credit Card Master Trust, Series 1992-1
---------------------------------------
For the ___________ Determination Date
For the ___________ Monthly Period
1. The aggregate amount of Collections processed [during the Billing
Cycles which ended during the preceding Monthly Period] [during the Billing
Cycles which ended during the preceding Monthly Period and on any other Date of
Processing during such Monthly Period] [during the preceding Monthly Period]
(equal to l(a) plus l(b)) was equal to............................. $______
(a) The aggregate amount of Collections of Finance Charge Receivables
collected [during the Billing Cycles which ended during the preceding Monthly
Period] [during the preceding Monthly Period] (the "Collections of Finance
Charge Receivables") allocated to Series 1992-1 was equal to....... $______
(b) The aggregate amount of Collections of Principal Receivables
collected [during the Billing Cycles which ended during the preceding Monthly
Period] [during the Billing Cycles which ended during the preceding Monthly
Period and on any other Date of Processing during such Monthly Period] during
the preceding Monthly Period) (the "Collections of Principal Receivables")
allocated to Series 1992-1 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
preceding Monthly Period relating to Series 1992-1 (the "Estimated Collections
of Billed Finance Charge Receivables") was equal to................ $______
(d) The aggregate amount of Collections deemed to be Principal
Receivables pursuant to subsection 4.02(b)(i) during the preceding Monthly
Period relating to Series 1992-1 (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 the preceding Monthly Period] [during the preceding Monthly
Period], and allocated to Series
<PAGE>
1992-1 as of the end of the last day of the preceding Monthly Period was equal
to................................................................. $______
3. (a) The lesser of (i) Collections of Finance Charge Receivables
allocated to Series 1992-1 minus Estimated Collections of Billed Finance Charge
-----
Receivables (1(a)-l(c)) or (ii) zeros was equal to $ _____________ [[of which
$_________] [none of which] will be withdrawn from the Principal Account and
deposited to the Finance Charge Account/1/].
(b) The lesser of (i) Estimated Collections of Billed Finance
Charge Receivables minus Collections of Finance Charge Receivables allocated to
Series-----1992-1 (1(c)1(a)) or (ii) zero, was equal to $_____________ [[of
which $___________] [none of which] will be withdrawn from the Finance Charge
Account and deposited to the Principal Account/2/].
4. (a) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period for which
Collections of Finance Charge Receivables were less than the Estimated
Collections of Billed Finance Charge Receivables (other than Billing Cycles in
respect of which transfers of the Allocation Adjustment Amount were made during
the preceding Monthly Period) was equal to $ 0 [of which $ ] [none of which]
will be withdrawn from the Finance Charge Account and deposited to the Principal
Account.
(b) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period for which the
Collections of Finance Charge Receivables were greater than the Estimated
Collections of Billed Finance Charge Receivables (other than Billing Cycles in
respect of which transfers of the Allocation Adjustment Amount were made during
the preceding Monthly Period), relating to Series 1992-1 was equal to
$___________, [of which $___________ [none of which] will be withdrawn from the
Principal Account and deposited to the Finance Charge Accounts.
(c) The aggregate amount of funds which will be on deposit in the
Finance Charge Account on the Transfer Date relating to Series 1992-1 following
this Determination Date, after giving effect to the payments and transfers in
Items [3(a) and 3(b)] [4(a) and 4[b)], will be ([2+3(a)-3(b)]/3/[2-
4(a)+4(b)]/4/).
- ----------
/1/ Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
/2/ Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
/3/ Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
2
<PAGE>
5. The aggregate amount of funds on deposit in the Principal Account
with respect to Collections processed [during the Billing Cycles which ended
during the preceding Monthly Period] [during the Billing Cycles which ended
during the preceding Monthly Period and on any other Date of Processing during
such Monthly Period] [during the preceding Monthly Period] and allocated to
Series 1992-1, as of the end of the last day of the preceding Monthly Period was
equal to $________.
6. (a) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period for which the
Collections of Principal Receivables were greater than the Estimated Collections
of Billed Principal Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made during the preceding
Monthly Period) relating to Series 1992-1, was equal to $_________, [of which $
_________] [none of which] will be withdrawn from the Finance Charge Account and
deposited to the Principal Accounts.
(b) The aggregate amount of the Allocation Adjustment Amount for
each Billing Cycle which ended during the preceding Monthly Period for which the
Collections of Principal Receivables were less than the Estimated Collections of
Billed Principal Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made during the preceding
Monthly Period) relating to Series 1992-1, was equal to $___________ [of which
$_____________] [none of which] will be withdrawn from the Principal Account]
and deposited to the Finance Charge Account.
(c) 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)] [6(a) and
6(b)], will be $___________ ([5-3(a)+3(b)]/5/ 5+6(a)-6(b)/6/).
7. The aggregate amount of funds on deposit in the Series 1992-1
Collection Subaccount as of the end of the last day of the preceding Monthly
Period was equal to................................................ $______
8. The aggregate amount of funds on deposit in the Retention Subaccount
relating to Series 1992-1 as of the end of the last day of the preceding Monthly
Period was equal to................................................ $______
- ----------
/4/(...continued)
/4/ Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
/5/ Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
/6/ Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
3
<PAGE>
9. The aggregate amount of [withdrawals] [payments] required to be made
[from] [to] the Cash Collateral Account pursuant to Section 4.06 or 4.10 on the
[Withdrawal] [Transfer] Date in the current calendar month is equal to.. $______
10. (a) The aggregate amount of Interchange to be deposited to the
Collection Account and allocated to Series 1992-1 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................................................................ $______
11. The aggregate amount of [withdrawals] [payments] required to be made
[from] [to] the [Collection Subaccount relating to the Series 1992-1
Certificates] [the Retention Subaccount relating to the Series 1992-1
Certificates] is equal to............................................... $______
12. The sum of all amounts payable to the Investor certificateholders
of Series 1992-1 on the Distribution Date in the current Monthly Period is equal
to...................................................................... $______
Payable in respect of
principal____________....................................... $______
Payable in respect of
interest_____________....................................... $______
Total......................................................... $______
13. [No Series 1992-1 Pay Out Event or Trust Pay Out Event, has occurred]
[The following [Series 1992-1 Pay Out Event] [Trust Pay out Event] has
occurred:_________________________________.]
4
<PAGE>
EXHIBIT 4.4
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 1995-1 Certificateholders
___________________
AMENDED AND RESTATED
SERIES 1995-1 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full the
Series 1995-1 Supplement, dated as of March 1, 1995
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
___________________
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1995-1
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
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<S> <C>
SECTION 1. Designation............................................................ 1
SECTION 2. Definitions............................................................ 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal Receivables and
Removal of Accounts.................................................... 13
SECTION 4. Reassignment and Transfer Terms........................................ 13
SECTION 5. Delivery and Payment for the Class A Certificates and the
Class B Certificates................................................... 14
SECTION 6. Depositary; Form of Delivery of Class A and Class B Certificates....... 14
SECTION 7. Enhancement............................................................ 14
SECTION 8. Article IV of Agreement................................................ 14
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders.................................. 15
SECTION 4.02B. The Series 1995-1 Collection Subaccount................................ 15
SECTION 4.03. Establishment of Series 1995-1 Investor Accounts....................... 16
SECTION 4.04. Allocations............................................................ 17
SECTION 4.05. Determination of Monthly Interest...................................... 21
SECTION 4.06. Determination of Monthly Principal..................................... 23
SECTION 4.07. Required Amount........................................................ 24
SECTION 4.08. Application of Class A Available Funds, Class B
Available Funds, Collateral Available
Funds and Available Principal Collections.............................. 24
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs................................ 26
SECTION 4.10. Excess Spread; Excess Finance Charge Collections....................... 28
SECTION 4.11. Reallocated Principal Collections...................................... 30
SECTION 4.12. Group One Excess Finance Charge Collections............................ 30
SECTION 4.13. Shared Principal Collections........................................... 31
SECTION 4.14. Determination of LIBOR................................................. 31
SECTION 4.15. [Reserved]............................................................. 32
SECTION 4.16. Time of Deposits and Withdrawals....................................... 32
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions.......................................................... 32
SECTION 5.02. Monthly Certificateholders' Statement.................................. 32
</TABLE>
i
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<TABLE>
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<S> <C>
OTHER SERIES PROVISIONS
SECTION 10. Series 1995-1 Termination.............................................. 35
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing Agreement...... 36
SECTION 12. Ratification and Reaffirmation of Representations and Warranties....... 36
SECTION 13. Rights Under Section 9.02.............................................. 36
SECTION 14. No Subordination....................................................... 37
SECTION 15. Repurchase of the Series 1995-1 Certificates........................... 37
SECTION 16. Counterparts........................................................... 38
SECTION 17. Additional Covenants of the Trustee.................................... 38
SECTION 18. Third-Party Beneficiaries.............................................. 38
SECTION 19. Series 1995-1 Investor Exchange........................................ 38
SECTION 20. Servicing Compensation................................................. 39
SECTION 21. Governing Law.......................................................... 39
SECTION 22. Notices................................................................ 39
</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>
AMENDED AND RESTATED SERIES 1995-1 SUPPLEMENT, dated as of July 1,
1995 (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. This agreement amends
and restates in full the Series 1995-1 Supplement, dated as of March 1, 1995,
among the parties listed in the preceding sentence.
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 1995-1
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 1995-1." Series 1995-1 shall
- --------------------------------------------------------
be issued in three Classes, the first of which shall be known as the "Class A
-------
Floating Rate Asset Backed Certificates, Series 1995-1" and the second of which
- ------------------------------------------------------
shall be known as the "Class B Floating Rate Asset Backed Certificates, Series
-------------------------------------------------------
1995-1." 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 1995-1".
- -----------------------
(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 1995-1 shall be included in Group One (as defined below).
Series 1995-1 shall not be subordinated to any other Series.
1
<PAGE>
(d) Notwithstanding any provision in the Agreement or in this
Supplement to the contrary, the first Distribution Date with respect to Series
1995-1 shall be the April 1995 Distribution Date and the first Monthly Period
shall be the Monthly Period ended March 31, 1995.
SECTION 2. Definitions.
-----------
"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.
"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.
"Amortization Period" shall mean the period following the Revolving
-------------------
Period which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Finance Charge Collections" shall mean, in the case of any
------------------------------------
Monthly Period, 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
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, in the case of any
-------------------------------
Monthly Period, 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)(ii) or 4.04(e)(ii) (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 Shared Principal Collections allocated to
Series 1995-1 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(d)(iii), 4.08(a)(iii), and
clause (b), (e), (f), (i) and (j) of Section 4.10).
"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.
2
<PAGE>
"Class A Additional Interest" shall have the meaning assigned in
---------------------------
Section 4.05(a).
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Class A Certificate Rate" shall mean, with respect to the Class A
------------------------
Certificates, for the initial Interest Period, 6.255% per annum, and for each
Interest Period thereafter, a per annum rate of 0.13% above LIBOR determined on
the related LIBOR Determination Date, calculated on the basis of actual days
elapsed and a 360-day year.
"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.
-----------
"Class A Expected Final Payment Date" shall mean the September 1998
-----------------------------------
Distribution Date.
"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 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 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 $855,000,000.
---------------------------------
"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 1995-1 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)
----
3
<PAGE>
prior to such date and, minus (d) the principal amount of Class A Certificates
-----
previously tendered and exchanged pursuant to a Series 1995-1 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 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.
"Class B Certificate Rate" shall mean, with respect to the Class B
------------------------
Certificates, for the initial Interest Period, 6.410% per annum, and for each
Interest Period thereafter, a per annum rate of 0.285% above LIBOR determined on
the related LIBOR Determination Date, calculated on the basis of actual days
elapsed and a 360-day year.
"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 Expected Final Payment Date" shall mean the October 1998
-----------------------------------
Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B 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 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 $50,000,000.
---------------------------------
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(b).
4
<PAGE>
"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 1995-1 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 1995-1 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).
"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 Expected Final Payment Date and
the Rapid Amortization Period has not commenced, the Distribution Date following
the Class A Expected Final 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 Amortization 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 Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
5
<PAGE>
"Closing Date" shall mean March 15, 1995.
------------
"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 1995-1
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 Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and the
denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $95,000,000.
---------------------------
"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 1995-1 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).
6
<PAGE>
"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
Amortization 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.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Controlled Amortization Amount" shall mean (a) for any Distribution
------------------------------
Date beginning with the October 1997 Distribution Date and ending with the
September 1998 Distribution Date, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; and (b) for the
October 1998 Distribution Date, an amount equal to the Class B Investor Interest
as of such last day.
"Controlled Amortization Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing on the close of
business on August 31, 1997 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 1995-1 Certificateholders of the Investor Interest or (c) the Series
1995-1 Termination Date.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(ii).
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(ii).
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(ii).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
7
<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 April 17, 1995; 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 1995-1
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)(ii).
"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 1995-1 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"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 Investor
Interest as of the close of business on 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 such day and (y) the
sum of the numerators used to calculate the floating allocation percentages for
all Series then outstanding.
"Group One" shall mean Series 1995-1 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"Initial Investor Interest" shall mean $1,000,000,000.
-------------------------
"Interest Period" shall mean, with respect to any Distribution Date,
---------------
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in
8
<PAGE>
the case of the first Distribution Date, from and including the Closing Date) to
but excluding such Distribution Date.
"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 Monthly Period, the
-----------------------
product of the Floating Allocation Percentage for such Monthly Period times the
amount of Receivables in Defaulted Accounts which in such Monthly Period 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 Amortization 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%.
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.14.
"LIBOR Determination Date" shall mean the second London Business Day
------------------------
prior to the commencement of each Interest Period.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of March 15,
1995, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
"Minimum Aggregate Principal Receivables" shall have the meaning
---------------------------------------
specified in Section 3 hereof.
9
<PAGE>
"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 $1,791,666.67.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1995-1 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 1995-1 Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
"Percentage Allocation" shall have the meaning specified in subsection
---------------------
4.04(d)(ii).
"Portfolio Yield" shall mean, with respect to Series 1995-1 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 Period and (ii) any Excess
Finance Charge Collections (exclusive of any amounts included in (i)) that are
allocated to Series 1995-1 with respect to such Monthly Period to the extent
deposited in the Finance Charge Account on the Transfer Date following such
Monthly Period, such sum to be calculated on a cash basis after subtracting an
amount equal to the Series 1995-1 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 close of business on the last day of the immediately
preceding Monthly Period and (b) during the Controlled Amortization 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 such day 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 Sharing Series" shall mean Series 1995-1 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.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.10.
10
<PAGE>
"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 1995-1 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1995-1
-------------
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 Collateral Interest" shall mean (a) initially, $95,000,000
----------------------------
and (b) on any Transfer Date thereafter, 9.50% 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 $30,000,000;
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)
11
<PAGE>
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.
"Revolving Period" shall mean the period from and including the
----------------
Closing Date to, but not including, the earlier of September 1, 1997 or the Pay
Out Commencement Date.
"Scheduled Series 1995-1 Termination Date" shall mean the May 2000
----------------------------------------
Distribution Date.
"Series 1995-1" shall mean the Series issued pursuant to this Series
-------------
Supplement.
"Series 1995-1 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1995-1 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(ii) of the
Agreement.
"Series 1995-1 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1995-1 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1995-1 Certificate.
"Series 1995-1 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1995-1 Final Termination Date" shall mean the May 2001
------------------------------------
Distribution Date.
"Series 1995-1 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1995-1 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
"Series 1995-1 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1995-1 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1995-1 Certificates
and the Collateral Interest are
12
<PAGE>
paid in full; (ii) the Scheduled Series 1995-1 Termination Date (unless extended
pursuant to Section 10 of this Series Supplement); or (iii) the Series 1995-1
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)(ii), 4.04(d)(ii) or 4.04(e)(ii) 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 1995-1
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $1,000,000,000 less the portion of such amount represented by
----
Series 1995-1 Certificates tendered and canceled pursuant to any Series 1995-1
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 1995-1
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.
SECTION 4. Reassignment and Transfer Terms. The Series 1995-1
-------------------------------
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
13
<PAGE>
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 1995-1 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 1995-1 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 1995-1 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1995-1
-----------
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 1995-1 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 1995-1 Certificates:
14
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1995-1 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 1995-1 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 1995-1 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Distribution
Account and the Series 1995-1 Collection Subaccount with respect to the Series
1995-1 Certificates (the "Series 1995-1 Interest"). The Exchangeable Seller
----------------------
Certificate shall represent the ownership interest in the Trust Assets not
allocated to Series 1995-1 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 1995-1 Collection Subaccount or in the Enhancement, except as
specifically provided in this Article IV.
SECTION 4.02B. The Series 1995-1 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 1995-1 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1995-1 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1995-1 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1995-1
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 1995-1 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 1995-1 Collection
Subaccount that are not required to be deposited in the Finance Charge Account
or the Principal 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 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 1995-1 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 the occurrence
of a Servicer Default with respect to the Series 1995-1 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,
15
<PAGE>
the Finance Charge Account and shall be treated as Collections of Finance Charge
Receivables allocable to the Series 1995-1 Certificateholders. The Qualified
Institution shall maintain for the benefit of the Series 1995-1
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 1995-1
Collection Subaccount. For purposes of determining the availability of funds or
the balances in the Series 1995-1 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 1995-1 Investor Accounts.
------------------------------------------------
(a) The Finance Charge Account and Principal Account. The Servicer,
------------------------------------------------
for the benefit of the Series 1995-1 Certificateholders shall establish and
maintain with a Qualified Trust Institution in the name of the Trustee, on
behalf of the Trust, two 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" and the "Principal
---------------------- ---------
Account," respectively), bearing a designation clearly indicating that the funds
- -------
therein are held in trust for the benefit of the Series 1995-1
Certificateholders. The Servicer, on behalf of the Trustee, at all times shall
maintain accurate records reflecting each transaction in the Principal Account
and the Finance Charge Account and that funds held therein shall at all times be
held in trust for the benefit of the Series 1995-1 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 and
Principal 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 1995-1 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 1995-1
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account and Principal
------------------------------------------------ ---------
Account. Funds on deposit in the Principal Account and the Finance Charge
- -------
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 and the Finance Charge Account
shall maintain for
16
<PAGE>
the benefit of the Series 1995-1 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
or the Finance Charge 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 and the Finance Charge Account in
writing with respect to the investment of funds on deposit in the Principal
Account and the Finance Charge Account. For purposes of determining the
availability of funds or the balances in the Finance Charge Account and the
Principal Account 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.
(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) [Reserved].
(b) [Reserved].
(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 or the Retention 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).
(i-a) Deposit in the Series 1995-1 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related
17
<PAGE>
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 (ii) below.
(ii) 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 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 (other than Collections applied pursuant to clause (i-a) above)
processed in respect of Principal Receivables on such Date of Processing
(or during such Monthly Period, as applicable); 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)(ii) 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 "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 Processing (or at the close of business
on the last Business day of such Monthly Period, as applicable) the amount
then on deposit in the Retention Account is less than the Required
Retention Amount, the Servicer shall, after giving effect to the transfer
of the Excess Amount required by the preceding proviso, deposit in the
Retention Account an amount equal to the amount otherwise payable to the
Holder of the Exchangeable Seller Certificate pursuant to this clause
4.04(c)(ii).
(iii) 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
18
<PAGE>
accordance with subsections 4.01(d), 4.04(c)(ii) and 4.04(d)(ii), 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, the Servicer shall 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.
(d) Allocations During the Controlled Amortization Period. During
-----------------------------------------------------
the Controlled 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 (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);
(i-a) Deposit in the Series 1995-1 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 (ii) below.
(ii) Deposit in the Principal Account an amount, if any, 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 (other than Collections applied
pursuant to clause (i-a) above) processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable)
19
<PAGE>
(for any such Date of Processing, a "Percentage Allocation"); provided,
---------------------
however, that if the sum of such Percentage Allocation and all preceding
Percentage Allocations with respect to the same Monthly Period (the
"Monthly Total Percentage Allocation") exceeds the sum of the Controlled
------------------------------------
Amortization Amount and the Deficit Controlled Amortization Amount for such
Monthly Period (the "Controlled Distribution 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 "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
Distribution Amount, then such deficit shall be the "Deficit Controlled
Amortization Amount" for the next succeeding Monthly Period and the Monthly
Total Percentage Allocation shall be deposited to the Principal Account.
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
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 (or at the close of business on the last
day of the Monthly Period, as applicable) the amount then on deposit in the
Retention Account is less than the Required Retention Amount, the Servicer
shall, after giving effect to the transfer of the Controlled Excess Amount
referred to in the preceding sentence, deposit in the Retention Account an
amount equal to the amount otherwise payable to the Holder of the
Exchangeable Seller Certificate pursuant to this clause 4.04(d)(ii).
(iii) 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)(ii) and 4.04(d)(ii), 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, 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.
(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
20
<PAGE>
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).
(i-a) Deposit in the Series 1995-1 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.
(ii) Deposit in the Principal 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 (other than Collections applied
pursuant to clause (i-a) above) processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable); provided, however, that after the date on which the Investor
Interest has been reduced to zero, the amount determined in accordance with
this subparagraph (ii) 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 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 1995-1.
21
<PAGE>
SECTION 4.05. Determination of Monthly Interest.
---------------------------------
(a) The amount of monthly interest ("Class A Monthly Interest")
------------------------
distributable from the Distribution Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
A Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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 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 from the Distribution Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
B Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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.
22
<PAGE>
(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 related Interest Period 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").
- --------
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 Class A Controlled Amortization 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
Class A Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) the Class A 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), (y) for each Transfer Date with respect to the
Class B Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) 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
23
<PAGE>
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 Amortization 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 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 on a prior Distribution Date, (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 on a prior Distribution Date, (iv) during a period in which
neither Chase USA nor an Affiliate thereof is Servicer, the Class A Servicing
Fee for such Transfer Date, (v) any Class A Servicing Fee previously due but not
paid to the Servicer (if the Servicer is neither Chase USA nor an Affiliate
thereof), 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 on a prior Distribution Date, (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 on a prior Distribution Date, (iv) during a period in which
neither Chase USA nor an Affiliate thereof is Servicer, the Class B Servicing
Fee for such Transfer Date, (v) any Class B Servicing Fee previously due but not
paid to the Servicer (if the Servicer is neither Chase USA nor an Affiliate
thereof), 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,
24
<PAGE>
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 on a prior Distribution Date, plus the amount of
----
any Class A Additional Interest for such Distribution Date and any
Class A Additional Interest previously due but not distributed to
Class A Certificateholders on a prior Distribution Date, shall be
transferred to the Distribution Account for payment to the Class A
Certificateholders;
(ii) during a period in which neither Chase USA nor an
Affiliate thereof is Servicer, 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 on a prior Distribution Date, plus the amount of
----
any Class B Additional Interest for such Distribution Date and any
Class B Additional Interest previously due but not distributed to
Class B Certificateholders on a prior Distribution Date, shall be
transferred to the Distribution Account for payment to the Class B
Certificateholders;
(ii) during any period in which neither Chase USA nor an
affiliate thereof is Servicer, 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
25
<PAGE>
(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
(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 Section 4.13.
(e) On each Transfer Date with respect to the Controlled Amortization
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 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 Section 4.13 hereof.
26
<PAGE>
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 1995-1 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 Collateral
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 Collateral
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 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
27
<PAGE>
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
1995-1 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 1995-1, 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 during
any period in which neither Chase USA nor an Affiliate thereof is Servicer,
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);
(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
28
<PAGE>
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) during any period in which neither Chase USA nor an Affiliate
thereof is Servicer, 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 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 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 will be treated as a portion of Available Principal
Collections for such Transfer Date;
(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) will be deposited into the Principal
Account and treated as a portion of Available Principal Collections for
such Transfer Date;
(k) an amount equal to the aggregate of any other amounts then
payable (including any such amounts payable only when funds are available
therefor) pursuant to the Loan Agreement (to the extent such amounts are
payable pursuant to the Loan
29
<PAGE>
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
(l) [Reserved]
(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 1995-1 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 subsection 4.10(c) on
such Transfer Date shall be applied pursuant to subsections 4.08(b)(i) and
(ii).
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 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
-------------------------------------------
1995-1 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 1995-1 in the event that Series 1995-1 has not produced Excess Finance
Charge Collections with respect to such Transfer Date
30
<PAGE>
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 1995-1 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 1995-1 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
1995-1 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 1995-1 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 Amortization
Period, the excess, if any, of, prior to the date on which the Series 1995-1
Certificates are paid in full, the Controlled Distribution 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.
SECTION 4.14. Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, will determine LIBOR on the basis of the rate
for one-month United States dollar deposits that appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that date will be determined on the basis of
the rates at which one-month United States dollars are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime banks in
the London interbank market. The Trustee, or the Paying Agent on behalf of the
Trustee, will request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that date
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the
31
<PAGE>
Servicer, at approximately 11:00 a.m., New York City time, on that day for one-
month loans in United States dollars to leading European banks.
(b) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, shall send to the Servicer by facsimile
notification of LIBOR for the following Interest Period.
SECTION 4.15. [Reserved]
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 or Distribution
Account 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.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1995-1.)
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 1995-1
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 1995-1
Certificates held by such Certificateholder and the Collateral Interest Holder)
of amounts on deposit in the Distribution Account as are payable to the Series
1995-1 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 1995-1 Certificateholder, the Rating Agency and any
Series 1995-1 Certificate Owner, upon the written request of such Series 1995-1
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
32
<PAGE>
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;
(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 the preceding Monthly Period and on any other Date of Processing
during such Monthly Period and allocated in respect of the Series 1995-1
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 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;
33
<PAGE>
(xii) the aggregate amount of Collections of Finance Charge
Receivables during the preceding Monthly Period and allocated in respect of
the Series 1995-1 Certificates;
(xiii) the Deficit Controlled Amortization Amount; 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 1996, 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 1995-1 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1995-1 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
1995-1 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 1995-1
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 1995-1 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Amortization
Period with respect to the Series 1995-1 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 1995-1
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 1995-1
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,
34
<PAGE>
or to the Seller and the Trustee by the Enhancement Provider or the Holders
of Series 1995-1 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 1995-1, and
continues to affect materially and adversely the interests of the Series
1995-1 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 1995-1 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 1995-1, and (ii)
as a result of which the interests of the Series 1995-1 Certificateholders
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 1995-1
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 1995-1 Certificates;
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 1995-1 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 1995-1 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) or (d),
a Series 1995-1 Pay Out Event shall occur without any notice or other action on
the part of the Trustee, the Enhancement Provider or the Series 1995-1
Certificateholders immediately upon the occurrence of such event.
SECTION 10. Series 1995-1 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1995-1 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1995-1 Termination Date occurs (the
35
<PAGE>
"Extension Date"), the right of Series 1995-1 Certificateholders to receive
--------------
payments from the Trust may, by vote of the Holders of Series 1995-1
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 1995-1
Termination Date occurs, be extended until the earlier of (i) the day which is
one year after the Scheduled Series 1995-1 Termination 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 1995-1 Certificate interest accrued through and including the last
day of the month preceding the month in which such Distribution Date occurs (the
"Series 1995-1 Final Termination Date"). The Trustee shall notify the Series
------------------------------------
1995-1 Certificateholders, by notice given by first-class mail to such Series
1995-1 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 1995-1 Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
1995-1 Certificateholders to receive payments from the Trust until the Final
Series 1995-1 Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 1995-1 Termination
Date occurs, the right of the Series 1995-1 Certificateholders from the Trust
will terminate on the Scheduled Series 1995-1 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 1995-1 Certificates by the Rating
Agency will be withdrawn on the Scheduled Series 1995-1 Termination Date. In
the event that the Series 1995-1 Certificateholders of any Class vote to extend
the right of the Series 1995-1 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 1995-1
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 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.
36
<PAGE>
SECTION 13. Rights Under Section 9.02. With respect to Series 1995-1
-------------------------
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 1995-1
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 1995-1 and each Class thereof together with Holders of not less than 50%
of the investor interest of each subsequently issued series 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 1995-1 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 1995-1 Certificateholders or the
Collateral Interest Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1995-1 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 1995-1 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 1995-1
Certificateholders), may direct the Seller to repurchase the Series 1995-1
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 1995-1 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 1995-1 Certificates at the applicable rates through the end of the
Interest Period in which such Transfer Date occurs and all other amounts then
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
37
<PAGE>
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
1995-1 Certificates. The Series 1995-1 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 1995-1 Certificateholders give notice directing the
Seller to repurchase the Series 1995-1 Certificates as provided above, the
obligation of the Seller to repurchase the Series 1995-1 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 1995-1 Certificateholders or the
Trustee on behalf of the Series 1995-1 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 1995-1 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 1995-1 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1995-1 Certificateholders may tender their Series 1995-1
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 1995-1 Certificateholders. Such notice of
exchange will specify, among other things: (a) the amount of Series 1995-1
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
38
<PAGE>
and the manner in which the tender and cancellation of the Series 1995-1
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 1995-1 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.
39
<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),
Seller and Servicer
By: /s/ Keith Schuck
-----------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
Trustee
By: /s/ Anthony Bocchino
-----------------------
Name: Anthony Bocchino
Title: Vice President
<PAGE>
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
No. R-A-[__] $[____________]
CUSIP No. 161 612 AD8
Chase Manhattan Credit Card Master Trust
Class A Floating Rate Asset Backed Certificate, Series 1995-1
Each $1,000 minimum denomination represents
-------------------------------------------
a 1/855,000 undivided interest in certain assets of the
-------------------------------------------------------
Chase Manhattan Credit Card Master Trust
----------------------------------------
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.
A-1-41
<PAGE>
and the Series 1995-1 Supplement thereto dated as of March 1, 1995 (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 1995-1
Certificates with the intention that the Series 1995-1 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1995-1 Certificateholder
(or Series 1995-1 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1995-1 Certificate Owner, by virtue of such Series 1995-1
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1995-1 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1995-1 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 Floating Rate Asset Backed
Certificates, Series 1995-1" (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 Floating Rate Asset-Backed Certificates, Series 1995-1"
(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 1995-1" (the Collateral Interest"
and, collectively with the Class A Certificates and the Class B
A-1-42
<PAGE>
Collateral Interest, Series 1995-1" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Series 1995-1
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 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
$855,000,000 as of March 15, 1995 (the "Closing Date"). The Initial Class B
Investor Interest is $50,000,000 as of the Closing Date. The Initial Collateral
Interest is $95,000,000 as if 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
Certificates or any other Series of certificates.
Interest will accrue on the Class A Certificate from the Closing Date
through April 16, 1995 at the rate of 6.225% per annum, and with respect to each
Interest Period thereafter, at the rate of 0.130% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class A Certificate Rate"), and
will be distributed on April 17, 1995 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), 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 September 1998 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.
A-1-43
<PAGE>
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 Undivided Interest of
any Investor Certificateholder of Series 1995-1 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 record holder 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-1-44
<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: March 15, 1995
A-1-45
<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.),
Trustee
By:________________________________________
Authorized Officer
A-1-46
<PAGE>
EXHIBIT A-2
-----------
FORM OF CLASS B CERTIFICATE
---------------------------
No. R-B-[__] $[________]
CUSIP No. 161 612 AE6
Chase Manhattan Credit Card Master Trust
Class B Floating Rate Asset Backed Certificate, Series 1995-1
Each $1,000 minimum denomination represents
-------------------------------------------
a 1/50,000 undivided interest in certain assets of the
------------------------------------------------------
Chase Manhattan Credit Card Master Trust
----------------------------------------
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 1995-1 Supplement thereto dated as of March 1, 1995 (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 1995-1
Certificates with the intention that the Series 1995-1 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1995-1 Certificateholder
(or Series 1995-1 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1995-1 Certificate Owner, by virtue of such Series 1995-1
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1995-1 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1995-1 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 consists 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 Floating Rate Asset Backed
Certificates, Series 1995-1" (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 Master Trust Agreement are the "Chase Manhattan
Credit Card Class A Floating Rate Asset-Backed Certificates, Series 1995-1" (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
Card Collateral Interest, Series 1995-1" (the "Collateral Interest" and,
collectively with the Class A Certificates and the Class B Certificates, the
"Series 1995-1 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
$855,000,000 as of March 15, 1995 (the "Closing Date"). The Initial Class B
Investor Interest is $50,000,000 as of the Closing Date. The Collateral
Interest is $95,000,000 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
Certificates or any other Series of certificates.
Interest will accrue on the Class B Certificates from the Closing Date
through April 16, 1995 at the rate of 6.410% per annum, and with respect to each
Interest Period thereafter, at the rate of 0.285% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class B Certificate Rate"), and
will be distributed on April 17, 1995 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), 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 October 1998 Distribution Date, but
the final principal payment may be made earlier or later under certain
circumstances set forth in the Agreement.
A-2-3
<PAGE>
The Class B Certificates will be subordinated pursuant to the
Agreement to the extent necessary to fund payments with respect to the Class A
Certificates. In certain circumstances, funds otherwise payable to Class B
Certificateholders could be reallocated to make payments on the Class A
Certificates.
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 Undivided Interest of
any Investor Certificateholder of Series 1995-1 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: March 15, 1995
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.),
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 1995-1
___________________________________
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 1995-1 Supplement, dated as of March 1, 1995 (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, to make the following distributions:
B-1
<PAGE>
A) 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) Pursuant to Subsection 4.08(a)(ii):
----------------------------------
(1) If neither Chase USA, nor any Affiliate thereof, is
the Servicer, the Class A Servicing Fee for the
preceding Monthly Period ............................ $_______
(2) Accrued and unpaid Class A Servicing Fees............ $_______
C) Pursuant to Subsection 4.08(a)(iii):
-----------------------------------
(1) Aggregate 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
Section 4.10......................................... $_______
E) 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..... $_______
B-2
<PAGE>
F) Pursuant to Subsection 4.08(b)(ii):
----------------------------------
(1) If neither Chase USA, nor any Affiliate thereof, is
the Servicer, the Class B Servicing Fee for the
preceding Monthly Period............................. $_______
(2) Class B Investor Servicing Fees accrued but not
paid................................................. $_______
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
Section 4.10......................................... $______
H) Pursuant to Subsection 4.08(c)(i):
---------------------------------
(1) If neither Chase USA, nor any Affiliate thereof, is
the Servicer, the Collateral Interest Servicing Fee
for the preceding Monthly Period..................... $_______
(2) Collateral Interest Servicing Fee accrued but not
paid................................................. $_______
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 Section 4.10...................................... $_______
J) Pursuant to Section 4.08(d):
---------------------------
(1) Collateral Monthly Principal, if any, applied in
accordance with the Loan Agreement................... $_______
(2) Portion of Available Principal Collections to be
treated as Shared Principal Collections to be
allocated and distributed as provided in
Section 4.13......................................... $_______
K) Pursuant to Section 4.08(e):
---------------------------
(1) The amount of Class A Monthly Principal.............. $_______
(2) The amount of Class B Monthly Principal.............. $_______
(3) The amount of Collateral Monthly Principal........... $_______
B-3
<PAGE>
(4) Amounts remaining, if any, to be treated as Shared
Principal Collections and applied in accordance with,
all in the priority set forth in, 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 1995-1 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 in the Class A
Required Amount, to be applied in accordance with,
and in the priority set forth in, subsection
4.10(a).............................................. $_______
B) 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 allocated to Available Principal
Collections)......................................... $_______
C) Pursuant to Section 4.10(c):
---------------------------
(1) Class B Monthly Interest that is due but not paid
and any overdue and unpaid Class B Monthly Interest
not available from Class B Available Funds........... $_______
(2) Class B Additional Interest overdue and unpaid
not available from Class B Available Funds........... $_______
D) Pursuant to Section 4.10(d):
---------------------------
(1) If neither Chase USA nor any Affiliate thereof is
the Servicer, 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...................................... $_______
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)............................... $_______
B-4
<PAGE>
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) Pursuant to Section 4.10(g):
---------------------------
(1) Collateral Monthly Interest and any overdue and
unpaid Collateral Monthly Interest not available from
Collateral Available Funds........................... $_______
(2) Collateral Additional Interest overdue and unpaid not
available from Collateral Available Funds............ $_______
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 (to be treated as a
portion of Available Principal Collections).......... $_______
J) 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)......................................... $_______
K) Pursuant to Section 4.10(k):
---------------------------
(1) All other amounts to be paid to the Collateral
Interest Holder for application pursuant to the Loan
Agreement............................................ $_______
L) 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................. $_______
B-5
<PAGE>
III. REALLOCATED PRINCIPAL COLLECTIONS
---------------------------------
Pursuant to Section 4.11, the Servicer does hereby [instruct the
Trustee to] apply from the Series 1995-1 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:
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.......................................... $_______
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
B-6
<PAGE>
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 1995-1
___________________________________
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 1995-1 Supplement dated as of March 1, 1995
(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 1995-1 Certificateholders and
the performance of the Chase Manhattan Credit Card Master Trust (the "Trust")
and the Series 1995-1 Class A Certificates and Series 1995-1 Class B
Certificates during the previous month. The information which is required to be
prepared with respect to the _____________, ____ Distribution Date and with
respect to the performance of the Trust during the month of __________, ____
(the "__________ ____ 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 1995-1 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 to Series 1995-1
Certificateholders on __________, ____, per $1,000
original certificate principal amount
(1) Class A Certificateholders........................... $_______
(2) Class B Certificateholders........................... $_______
C-1
<PAGE>
B) The amount of the distribution set forth in paragraph 1
above in respect of principal of the 1995-1 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 1995-1 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 such Monthly
Period and allocated to the Series 1995-1
Certificates was equal to............................ $_______
(2) The Payment Rate with respect to such Monthly Period
was equal to......................................... _______%
For __________, ____ Monthly Period (the
preceding Monthly Period), the monthly payment
rate was equal to.............................. _______%
For the __________, ____ 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 such Monthly Period which were
allocated in respect of the Series 1995-1
Certificates......................................... $_______
(4) The aggregate amount of Collections of Finance Charge
Receivables processed with respect to Billing Cycles
ending during such Monthly Period which were
allocated in respect of the Series 1995-1
Certificates......................................... $_______
B) Deficit Controlled Amortization Amount.................... $_______
--------------------------------------
C-2
<PAGE>
C) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
(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 1995-1, and by
the Investor Interest of all other
outstanding Series).................................. $_______
(2) The Investor Interest as of the last day of
such 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.................. _______%
C-3
<PAGE>
D) Portfolio Yield and Base Rate
-----------------------------
(1) The annualized Portfolio Yield for such Monthly
Period was equal to.................................. _______%
For the __________, ____Monthly Period (the
preceding Monthly Period), the annualized
portfolio yield was equal to.................... _______%
For the __________, ____ Monthly Period (the
2nd preceding Monthly Period), the annualized
portfolio yield was equal to.................... _______%
The three month average Portfolio Yield was
equal to........................................ _______%
(2) Base Rate for such Monthly Period was equal to....... _______%
For the __________, ____ Monthly Period (the
preceding Monthly Period), the Base Rate was
equal to........................................ _______%
For the __________, ____ Monthly Period (the 2nd
preceding Monthly Period), the Base Rate was
equal to........................................ _______%
E) 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 ending in such Monthly Period:
<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>
F) Investor Default Amount
-----------------------
(1) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible with
respect to Billing Cycles ending during such
Monthly Period allocable to the Investor Interest
less Recoveries allocable to the Investor Interest
(the "Series 1995-1 Aggregate Investor Default
Amount")............................................. $_______
(2) The portion of the Series 1995-1 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the "Class A Investor Default Amount")..... $_______
(3) The portion of the Series 1995-1 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the "Class B Investor Default Amount")..... $_______
(4) The portion of the Series 1995-1 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the "Collateral Investor Default Amount").. $_______
(5) The annualized investor default percentage ((Series
1995-1 Aggregate Investor Default Amount/Investor
Interest) x 12) for such Monthly Period was
equal to............................................. _______%
For the __________, ____ Monthly Period (the
preceding Monthly Period), the annualized
investor default percentage was equal to........ _______%
For the __________, ____ Monthly Period (the
2nd preceding Monthly Period), the annualized
investor default percentage was equal to........ _______%
G) Investor Charge Offs
--------------------
(1) The aggregate amount of Class A Investor Charge-Offs
for such Monthly Period.............................. $_______
(2) The aggregate amount of Class A Investor Charge-Offs
reimbursed on the Transfer Date immediately preceding
such Distribution Date............................... $_______
(3) The amount of the reimbursed Investor Charge-Offs set
forth in paragraph F(2) above, per $1,000 original
Class A Certificate principal amount................. $_______
C-5
<PAGE>
(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 F(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.......................................... $_______
H) 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 1995-1 Certificates............... $_______
I) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal Collections
during the preceding Monthly Period allocated to the
Series 1995-1 Certificates................................ $_______
J) 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............... $_______
C-6
<PAGE>
(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...................................... $_______
K) Monthly Investor Servicing Fee
------------------------------
(1) The amount of the Monthly Investor Monthly Servicing
Fee payable by the Trust to the Servicer for such
Monthly Period....................................... $_______
(2) The amount of the Class A Monthly Servicing Fee
payable by the Trust to the Servicer for such Monthly
Period............................................... $_______
(3) The amount of the Class B Monthly Servicing Fee
payable by the Trust to the Servicer for such Monthly
Period............................................... $_______
(4) The amount of the Collateral Monthly Servicing Fee
payable by the Trust to the Servicer for such Monthly
Period............................................... $_______
L) Collateral Interest
-------------------
(1) The Collateral Interest, as of the close of Transfer
Date for such Monthly Period was equal to............ $_______
M) Required Collateral Interest
----------------------------
(1) The Required Collateral Interest as of the Transfer
Date for such Monthly Period was equal to............ $_______
III. THE POOL FACTOR
---------------
A) The Pool Factor for the related Record 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 1995-1 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 1995-1
___________________________________
For the ____________________ Determination Date
For the ____________________ Monthly Period
1. The aggregate amount of Collections processed [during the
Billing Cycles which ended during such Monthly Period] [during the
Billing Cycles which ended during such Monthly Period and on any
other Date of Processing during such Monthly Period] [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] [during such Monthly Period] (the
"Collections of Finance Charge Receivables") allocated to Series
1995-1 was equal to............................................ $_______
(b) The aggregate amount of Collections of Principal
Receivables collected [during the Billing Cycles which ended
during such Monthly Period] [during the Billing Cycles which
ended during such Monthly Period and on any other Date of
Processing during such Monthly Period] [during such Monthly
Period] (the "Collections of Principal Receivables") allocated
to Series 1995-1 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 such Monthly Period relating to Series 1995-1
(the "Estimated Collections of Billed Finance Charge
Receivables") was equal to..................................... $_______
D-1
<PAGE>
(d) The aggregate amount of Collections deemed to be
Principal Receivables pursuant to subsection 4.02(b)(i)
during such Monthly Period relating to Series 1995-1 (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 1995-1, as of the
end of the last day of such Monthly Period was equal to ............ $_______
3. (a) The lesser of (i) Collections of Finance Charge
Receivables allocated to Series 1995-1 minus Estimated
-----
Collections of Billed Finance Charge Receivables (1(a)-1(c))
or (ii) zero, was equal to $__________ [[of which
$__________] [none of which] will be withdrawn from the
Principal Account and deposited to the Finance Charge
Account/1/].
(b) The lesser of (i) Estimated Collections of Billed
Finance Charge Receivables minus Collections of Finance
-----
Charge Receivables allocated to Series 1995-1 (1(c)-1(a)) or
(ii) zero, was equal to $__________ [(of which $__________]
[none of which] will be withdrawn from the Finance Charge
Account and deposited to the Principal Account/1/].
4. (a) The aggregate amount of the Allocation Adjustment
Amount for each Billing Cycle which ended during such Monthly
Period for which Collections of Finance Charge Receivables
were less than the Estimated Collections of Billed Finance
Charge Receivables (other than Billing Cycles in respect of
which transfers of the Allocation Adjustment Amount were made
during such Monthly Period) was equal to $__________, [of
which $__________] [none of which] will be withdrawn from the
Finance Charge Account and deposited to the Principal
Account.
(b) The aggregate amount of the Allocation Adjustment
Amount for each Billing Cycle which ended during such Monthly
Period for which the Collections of Finance Charge
Receivables were greater than the Estimated Collections of
Billed Finance Charge Receivables (other than Billing Cycles
in respect of which transfers of the Allocation Adjustment
Amount were made during such Monthly Period), relating to
Series 1995-1 was equal to $__________, [of which
$__________] [none of which] will be withdrawn from the
Principal Account and deposited to the Finance Charge
Account.
D-2
<PAGE>
(c) The aggregate amount of funds which will be on
deposit in the Finance Charge Account on the Transfer Date
relating to Series 1995-1 following this Determination Date,
after giving effect to the payments and transfers in Items
[3(a) and 3(b)] [4(a) and 4(b)], will be $__________ ([2+3(a)-
3(b)]/1/ [2-4(a)+4(b)]/2/).
5. 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] [during
the Billing Cycles which ended during such Monthly Period and on
any other Date of Processing during such Monthly Period] [during
such Monthly Period] and allocated to Series 1995-1, as of the end
of the last day of such Monthly Period was equal to................. $_______
6. (a) The aggregate amount of the Allocation Adjustment
Amount for each Billing Cycle which ended during such Monthly
Period for which the Collections of Principal Receivables
were greater than the Estimated Collections of Billed
Principal Receivables (other than Billing Cycles in respect
of which transfers of the Allocation Adjustment Amount were
made during such Monthly Period) relating to Series 1995-1,
was equal to $__________, [of which $__________] [none of
which] will be withdrawn from the Finance Charge Account and
deposited to the Principal Account.
(b) The aggregate amount of the Allocation Adjustment
Amount for each Billing Cycle which ended during such Monthly
Period for which the Collections of Principal Receivables
were less than the Estimated Collections of Billed Principal
Receivables (other than Billing Cycles in respect of which
transfers of the Allocation Adjustment Amount were made
during such Monthly Period) relating to Series 1995-1, was
equal to $__________, [of which $__________] [none of which]
will be withdrawn from the Principal Account] and deposited
to the Finance Charge Account.
(c) 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)] [6(a) and
6(b)], will be $__________ ([5-3(a)+3(b)]/1/ [5+6(a)-
6(b)]/2/].
7. The aggregate amount of funds on deposit in the Series
1995-1 Collection Subaccount as of the end of the last day of such
Monthly Period was equal to......................................... $_______
8. The aggregate amount of funds on deposit in the
Retention Subaccount relating to Series 1995-1 as of the end of
the last day of such Monthly Period was equal to.................... $_______
D-3
<PAGE>
9. (a) The aggregate amount of Interchange to be deposited
to the Collection Account and allocated to Series 1995-1 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.............................................. $_______
10. The aggregate amount of [withdrawals] [payments]
required to be made [from] [to] the [Collection Subaccount
relating to the Series 1995-1 Certificates] [the Retention
subaccount relating to the Series 1995-1 Certificates] is equal
to.................................................................. $_______
11. The sun of all amounts payable to the Investor
Certificateholders of Series 1995-1 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..................................................... $_______
12. [No Series 1995-1 Pay Out Event or Trust Pay Out Event
has occurred.] [The following [Series 1995-1 Pay Out Event] [Trust
Pay Out Event] has occurred: ______________________________.]
D-4
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs,
and any Monthly Period therafter.
2. Applicable to Monthly Periods before the Conversion Date.
D-5
<PAGE>
EXHIBIT 4.5
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 1995-2 Certificateholders
_______________________________
AMENDED AND RESTATED
SERIES 1995-2 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full
the Series 1995-2 Supplement, dated as of June 1, 1995
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
_______________________________
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1995-2
________________________________________________________________________________
<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.............................................. 13
SECTION 4. Reassignment and Transfer Terms...................................... 13
SECTION 5. Delivery and Payment for the Class A Certificates and the Class B
Certificates......................................................... 14
SECTION 6. Depositary; Form of Delivery of Class A and Class B Certificates..... 14
SECTION 7. Enhancement.......................................................... 14
SECTION 8. Article IV of Agreement.............................................. 14
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders................................ 15
SECTION 4.02B. The Series 1995-2 Collection Subaccount.............................. 15
SECTION 4.03. Establishment of Series 1995-2 Investor Accounts..................... 16
SECTION 4.04. Allocations.......................................................... 17
SECTION 4.05. Determination of Monthly Interest.................................... 22
SECTION 4.06. Determination of Monthly Principal................................... 23
SECTION 4.07. Required Amount...................................................... 24
SECTION 4.08. Application of Class A Available Funds, Class B Available Funds,
Collateral Available Funds and Available Principal Collections....... 24
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs.............................. 27
SECTION 4.10. Excess Spread; Excess Finance Charge Collections..................... 28
SECTION 4.11. Reallocated Principal Collections.................................... 30
SECTION 4.12. Group One Excess Finance Charge Collections.......................... 30
SECTION 4.13. Shared Principal Collections......................................... 31
SECTION 4.14. Determination of LIBOR............................................... 31
SECTION 4.15. [Reserved]........................................................... 32
SECTION 4.16. Time of Deposits and Withdrawals..................................... 32
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION Distributions........................................................ 32
SECTION 5.02. Monthly Certificateholders' Statement................................ 32
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
OTHER SERIES PROVISIONS
<S> <C> <C>
SECTION 9. Series 1995-2 Pay Out Events......................................... 34
SECTION 10. Series 1995-2 Termination............................................ 36
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing Agreement.... 36
SECTION 12. Ratification and Reaffirmation of Representations and Warranties..... 36
SECTION 13. Rights Under Section 9.02............................................ 37
SECTION 14. No Subordination..................................................... 37
SECTION 15. Repurchase of the Series 1995-2 Certificates......................... 37
SECTION 16. Counterparts......................................................... 38
SECTION 17. Additional Covenants of the Trustee.................................. 38
SECTION 18. Third-Party Beneficiaries............................................ 38
SECTION 19. Series 1995-2 Investor Exchange...................................... 38
SECTION 20. Servicing Compensation............................................... 39
SECTION 21. Governing Law........................................................ 39
SECTION 22. Notices.............................................................. 39
</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>
AMENDED AND RESTATED SERIES 1995-2 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the Series 1995-2 Supplement, dated as of June 1, 1995,
among the parties listed in the preceding sentence.
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 1995-2
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 1995-2." Series 1995-2 shall
- --------------------------------------------------------
be issued in three Classes, the first of which shall be known as the "Class A
-------
Floating Rate Asset Backed Certificates, Series 1995-2" and the second of which
- ------------------------------------------------------
shall be known as the "Class B Floating Rate Asset Backed Certificates, Series
-------------------------------------------------------
1995-2." 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 1995-2".
- -----------------------
(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 1995-2 shall be included in Group One (as defined below).
Series 1995-2 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
1995-2 shall be the July 1995 Distribution Date and the first Monthly Period
shall be the Monthly Period ended June 30, 1995.
SECTION 2. Definitions.
-----------
"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.
"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.
"Amortization Period" shall mean the period following the Revolving
-------------------
Period which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Finance Charge Collections" shall mean, in the case of any
------------------------------------
Monthly Period, 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
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, in the case of any
-------------------------------
Monthly Period, 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
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a)) plus Shared Principal Collections
allocated to Series 1995-2 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).
"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.
2
<PAGE>
"Class A Additional Interest" shall have the meaning assigned in
---------------------------
Section 4.05(a).
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Class A Certificate Rate" shall mean, with respect to the Class A
------------------------
Certificates, for the initial Interest Period, 6.1925% per annum, and for each
Interest Period thereafter, a per annum rate of 0.13% above LIBOR determined on
the related LIBOR Determination Date, calculated on the basis of actual days
elapsed and a 360-day year.
"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.
-----------
"Class A Expected Final Payment Date" shall mean the December 1998
-----------------------------------
Distribution Date.
"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 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 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 $1,282,500,000.
---------------------------------
"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 1995-2 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)
----
3
<PAGE>
prior to such date and, minus (d) the principal amount of Class A Certificates
-----
previously tendered and exchanged pursuant to a Series 1995-2 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 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.
"Class B Certificate Rate" shall mean, with respect to the Class B
------------------------
Certificates, for the initial Interest Period, 6.3125% per annum, and for each
Interest Period thereafter, a per annum rate of 0.25% above LIBOR determined on
the related LIBOR Determination Date, calculated on the basis of actual days
elapsed and a 360-day year.
"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 Expected Final Payment Date" shall mean the January 1999
-----------------------------------
Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B 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 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 $82,500,000.
---------------------------------
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(b).
4
<PAGE>
"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 1995-2 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 1995-2 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).
"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 Expected Final Payment Date and
the Rapid Amortization Period has not commenced, the Distribution Date following
the Class A Expected Final 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 Amortization 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 Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
5
<PAGE>
"Closing Date" shall mean June 20, 1995.
------------
"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 1995-2
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 Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and the
denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $135,000,000.
---------------------------
"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 1995-2 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).
6
<PAGE>
"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
Amortization 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.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Controlled Amortization Amount" shall mean (a) for any Distribution
------------------------------
Date beginning with the January 1998 Distribution Date and ending with the
December 1998 Distribution Date, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; and (b) for the
January 1999 Distribution Date, an amount equal to the Class B Investor Interest
as of such last day.
"Controlled Amortization Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing on the close of
business on November 30, 1997 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 1995-2 Certificateholders of the Investor Interest or (c) the Series
1995-2 Termination Date.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(iii).
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(iii).
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(iii).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
7
<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 17, 1995; 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 1995-2
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 1995-2 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"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 Investor
Interest as of the close of business on 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 such day and (y) the
sum of the numerators used to calculate the floating allocation percentages for
all Series then outstanding.
"Group One" shall mean Series 1995-2 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"Initial Investor Interest" shall mean $1,500,000,000.
-------------------------
"Interest Period" shall mean, with respect to any Distribution Date,
---------------
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in
8
<PAGE>
the case of the first Distribution Date, from and including the Closing Date) to
but excluding such Distribution Date.
"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 Monthly Period, the
-----------------------
product of the Floating Allocation Percentage for such Monthly Period times the
amount of Receivables in Defaulted Accounts which in such Monthly Period 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 Amortization 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%.
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.14.
"LIBOR Determination Date" shall mean the second London Business Day
------------------------
prior to the commencement of each Interest Period.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of June 20,
1995, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
"Minimum Aggregate Principal Receivables" shall have the meaning
---------------------------------------
specified in Section 3 hereof.
9
<PAGE>
"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 $2,687,500.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1995-2 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 1995-2 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).
"Portfolio Yield" shall mean, with respect to Series 1995-2 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 Period and (ii) any Excess
Finance Charge Collections (exclusive of any amounts included in (i)) that are
allocated to Series 1995-2 with respect to such Monthly Period to the extent
deposited in the Finance Charge Account on the Transfer Date following such
Monthly Period, such sum to be calculated on a cash basis after subtracting an
amount equal to the Series 1995-2 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 close of business on the last day of the immediately
preceding Monthly Period and (b) during the Controlled Amortization 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 such day 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 Sharing Series" shall mean Series 1995-2 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.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.10.
10
<PAGE>
"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 1995-2 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1995-2
-------------
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 Collateral Interest" shall mean (a) initially, $135,000,000
----------------------------
and (b) on any Transfer Date thereafter, 9% 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 $45,000,000;
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)
11
<PAGE>
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.
"Revolving Period" shall mean the period from and including June 1,
----------------
1995 to, but not including, the earlier of December 1, 1997 or the Pay Out
Commencement Date.
"Scheduled Series 1995-2 Termination Date" shall mean the August 2000
----------------------------------------
Distribution Date.
"Series 1995-2" shall mean the Series issued pursuant to this Series
-------------
Supplement.
"Series 1995-2 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1995-2 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(iii) of the
Agreement.
"Series 1995-2 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1995-2 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1995-2 Certificate.
"Series 1995-2 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1995-2 Final Termination Date" shall mean the August 2001
------------------------------------
Distribution Date.
"Series 1995-2 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1995-2 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
"Series 1995-2 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1995-2 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1995-2 Certificates
and the Collateral Interest are
12
<PAGE>
paid in full; (ii) the Scheduled Series 1995-2 Termination Date (unless extended
pursuant to Section 10 of this Series Supplement); or (iii) the Series 1995-2
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 1995-2
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $1,500,000,000 less the portion of such amount represented by
----
Series 1995-2 Certificates tendered and canceled pursuant to any Series 1995-2
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 1995-2
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.
SECTION 4. Reassignment and Transfer Terms. The Series 1995-2
-------------------------------
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
13
<PAGE>
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 1995-2 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 1995-2 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 1995-2 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1995-2
-----------
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 1995-2 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 1995-2 Certificates:
14
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1995-2 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 1995-2 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 1995-2 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Distribution
Account and the Series 1995-2 Collection Subaccount with respect to the Series
1995-2 Certificates (the "Series 1995-2 Interest"). The Exchangeable Seller
----------------------
Certificate shall represent the ownership interest in the Trust Assets not
allocated to Series 1995-2 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 1995-2 Collection Subaccount or in the Enhancement, except as
specifically provided in this Article IV.
SECTION 4.02B. The Series 1995-2 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 1995-2 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1995-2 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1995-2 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1995-2
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 1995-2 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 1995-2 Collection
Subaccount that are not required to be deposited in the Finance Charge Account
or the Principal 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 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 1995-2 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 the occurrence
of a Servicer Default with respect to the Series 1995-2 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,
15
<PAGE>
the Finance Charge Account and shall be treated as Collections of Finance Charge
Receivables allocable to the Series 1995-2 Certificateholders. The Qualified
Institution shall maintain for the benefit of the Series 1995-2
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 1995-2
Collection Subaccount. For purposes of determining the availability of funds or
the balances in the Series 1995-2 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 1995-2 Investor Accounts.
------------------------------------------------
(a) The Finance Charge Account and Principal Account. The Servicer,
------------------------------------------------
for the benefit of the Series 1995-2 Certificateholders shall establish and
maintain with a Qualified Trust Institution in the name of the Trustee, on
behalf of the Trust, two 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" and the "Principal
---------------------- ---------
Account," respectively), bearing a designation clearly indicating that the funds
- -------
therein are held in trust for the benefit of the Series 1995-2
Certificateholders. The Servicer, on behalf of the Trustee, at all times shall
maintain accurate records reflecting each transaction in the Principal Account
and the Finance Charge Account and that funds held therein shall at all times be
held in trust for the benefit of the Series 1995-2 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 and
Principal 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 1995-2 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 1995-2
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account and Principal
----------------------------------------------------------
Account. Funds on deposit in the Principal Account and the Finance Charge
- -------
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 and the Finance Charge Account
shall maintain for
16
<PAGE>
the benefit of the Series 1995-2 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
or the Finance Charge 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 and the Finance Charge Account in
writing with respect to the investment of funds on deposit in the Principal
Account and the Finance Charge Account. For purposes of determining the
availability of funds or the balances in the Finance Charge Account and the
Principal Account 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.
(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) [Reserved].
(b) [Reserved].
(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 or the Retention 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).
(ii) Deposit in the Series 1995-2 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related
17
<PAGE>
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 "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 Processing (or at the close
of business on the last Business day of such Monthly Period, as applicable)
the amount then on deposit in the Retention Account is less than the
Required Retention Amount, the Servicer shall, after giving effect to the
transfer of the Excess Amount required by the preceding proviso, deposit in
the Retention Account an amount equal to the amount otherwise payable to
the Holder of the Exchangeable Seller Certificate pursuant to this clause
4.04(c)(iii).
(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
18
<PAGE>
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, the Servicer shall 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.
(d) Allocations During the Controlled Amortization Period. During
-----------------------------------------------------
the Controlled 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 (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);
(ii) Deposit in the Series 1995-2 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
----------
19
<PAGE>
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 Amortization Amount and the Deficit Controlled
Amortization Amount for such Monthly Period (the "Controlled Distribution
-----------------------
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 "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 Distribution Amount, then such
deficit shall be the "Deficit Controlled Amortization Amount" for the next
succeeding Monthly Period and the Monthly Total Percentage Allocation shall
be deposited to the Principal Account. 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 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 (or at the close of business on the last day of the Monthly
Period, as applicable) the amount then on deposit in the Retention Account
is less than the Required Retention Amount, the Servicer shall, after
giving effect to the transfer of the Controlled Excess Amount referred to
in the preceding sentence, deposit in the Retention Account 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, 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.
(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
20
<PAGE>
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).
(ii) Deposit in the Series 1995-2 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, 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 1995-2.
21
<PAGE>
SECTION 4.05. Determination of Monthly Interest.
---------------------------------
(a) The amount of monthly interest ("Class A Monthly Interest")
------------------------
distributable from the Distribution Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
A Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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 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 from the Distribution Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
B Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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.
22
<PAGE>
(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 related Interest Period 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").
- --------
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 Class A Controlled Amortization 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
Class A Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) the Class A 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), (y) for each Transfer Date with respect to the
Class B Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) 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
23
<PAGE>
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 Amortization 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 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 on a prior Distribution Date, (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 on a prior Distribution Date, (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 on a prior Distribution Date, (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 on a prior Distribution Date, (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
24
<PAGE>
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 on a prior Distribution Date, plus the amount of
----
any Class A Additional Interest for such Distribution Date and any
Class A Additional Interest previously due but not distributed to
Class A Certificateholders on a prior Distribution Date, shall be
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 on a prior Distribution Date, plus the amount of
----
any Class B Additional Interest for such Distribution Date and any
Class B Additional Interest previously due but not distributed to
Class B Certificateholders on a prior Distribution Date, shall be
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.
25
<PAGE>
(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
(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 Section 4.13.
(e) On each Transfer Date with respect to the Controlled Amortization
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 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 Section 4.13 hereof.
26
<PAGE>
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 1995-2 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 Collateral
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 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
27
<PAGE>
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
1995-2 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 1995-2, 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);
(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
28
<PAGE>
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;
(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) 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
29
<PAGE>
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
(l) [Reserved]
(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 1995-2 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 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 1995-2 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 1995-2 in the event that Series 1995-2 has not produced Excess Finance
Charge Collections with respect to such Transfer Date
30
<PAGE>
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 1995-2 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 1995-2 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
1995-2 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 1995-2 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 Amortization
Period, the excess, if any, of, prior to the date on which the Series 1995-2
Certificates are paid in full, the Controlled Distribution 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.
SECTION 4.14. Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, will determine LIBOR on the basis of the rate
for one-month United States dollar deposits that appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that date will be determined on the basis of
the rates at which one-month United States dollars are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime banks in
the London interbank market. The Trustee, or the Paying Agent on behalf of the
Trustee, will request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that date
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for one-month loans
31
<PAGE>
in United States dollars to leading European banks. If on the LIBOR
Determination Date, the banks selected by the Trustee are not quoting as
described above, LIBOR for such Interest Period will be LIBOR as determined on
the previous LIBOR Determination Date (or 6.0625% in the case of the first LIBOR
Determination Date).
(b) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, shall send to the Servicer by facsimile
notification of LIBOR for the following Interest Period.
SECTION 4.15. [Reserved]
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 or Distribution
Account 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.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1995-2.)
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 1995-2
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 1995-2
Certificates held by such Certificateholder and the Collateral Interest Holder)
of amounts on deposit in the Distribution Account as are payable to the Series
1995-2 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 1995-2 Certificateholder, the Rating Agency and any
Series 1995-2 Certificate Owner, upon the written request of such Series 1995-2
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
32
<PAGE>
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;
(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 the preceding Monthly Period and on any other Date of Processing
during such Monthly Period and allocated in respect of the Series 1995-2
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 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;
33
<PAGE>
(xii) the aggregate amount of Collections of Finance Charge
Receivables during the preceding Monthly Period and allocated in respect of
the Series 1995-2 Certificates;
(xiii) the Deficit Controlled Amortization Amount; 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 1996, 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 1995-2 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1995-2 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
1995-2 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 1995-2
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 1995-2 Pay Out Events. If any one of the
----------------------------
following events shall occur during the Revolving Period or the Controlled
Amortization Period with respect to the Series 1995-2 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 1995-2
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 1995-2
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
34
<PAGE>
1995-2 Certificates evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of this Series 1995-2, and continues to
affect materially and adversely the interests of the Series 1995-2
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 1995-2 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 1995-2, and (ii)
as a result of which the interests of the Series 1995-2 Certificateholders
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 1995-2
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; provided, however, that, solely for purposes of subsection
2.06(a) of the Agreement and for purposes of determining whether a Pay Out
Event under this clause (d) has occurred, amounts on deposit in the
Retention Account shall be treated as Principal Receivables in determining
whether Receivables arising under Additional Accounts are required to be
conveyed pursuant to such subsection; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1995-2 Certificates;
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 1995-2 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 1995-2 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) or (d),
a Series 1995-2 Pay Out Event shall occur without any notice or other action on
the part of the Trustee, the Enhancement Provider or the Series 1995-2
Certificateholders immediately upon the occurrence of such event.
35
<PAGE>
SECTION 10. Series 1995-2 Termination
-------------------------
In the event that the final distribution of principal and
interest to the Series 1995-2 Certificateholders has not occurred before the
Distribution Date occurring in the second month preceding the month in which the
Scheduled Series 1995-2 Termination Date occurs (the "Extension Date"), the
--------------
right of Series 1995-2 Certificateholders to receive payments from the Trust
may, by vote of the Holders of Series 1995-2 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 1995-2 Termination Date
occurs, be extended until the earlier of (i) the day which is one year after the
Scheduled Series 1995-2 Termination 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 1995-2
Certificate interest accrued through and including the last day of the month
preceding the month in which such Distribution Date occurs (the "Series 1995-2
-------------
Final Termination Date"). The Trustee shall notify the Series 1995-2
- ----------------------
Certificateholders, by notice given by first-class mail to such Series 1995-2
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 1995-2 Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
1995-2 Certificateholders to receive payments from the Trust until the Final
Series 1995-2 Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 1995-2 Termination
Date occurs, the right of the Series 1995-2 Certificateholders from the Trust
will terminate on the Scheduled Series 1995-2 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 1995-2 Certificates by the Rating
Agency will be withdrawn on the Scheduled Series 1995-2 Termination Date. In the
event that the Series 1995-2 Certificateholders of any Class vote to extend the
right of the Series 1995-2 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 1995-2
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
36
<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
-------------------------
1995-2 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 1995-2
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 1995-2 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 1995-2 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 1995-2 Certificateholders or the
Collateral Interest Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1995-2 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 1995-2 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 1995-2
Certificateholders), may direct the Seller to repurchase the Series 1995-2
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 1995-2 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 1995-2
Certificates at the applicable rates through the end of the Interest Period in
which such Transfer Date occurs and all other amounts then
37
<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 1995-2 Certificates. The
Series 1995-2 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 1995-2 Certificateholders give notice directing the Seller
to repurchase the Series 1995-2 Certificates as provided above, the obligation
of the Seller to repurchase the Series 1995-2 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 1995-2 Certificateholders or the
Trustee on behalf of the Series 1995-2 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 1995-2 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 1995-2 Investor Exchange. Pursuant to
-------------------------------
subsection 6.09(b), the Series 1995-2 Certificateholders may tender their Series
1995-2 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 1995-2 Certificateholders. Such
notice of exchange will
38
<PAGE>
specify, among other things: (a) the amount of Series 1995-2 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 1995-2
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 1995-2 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.
39
<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),
Seller and Servicer
By: /s/ Keith Schuck
---------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
Trustee
By: /s/ 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 AF3
Chase Manhattan Credit Card Master Trust
Class A Floating Rate Asset Backed Certificate, Series 1995-2
Each $1,000 minimum denomination represents
-------------------------------------------
1/1,282,500 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 1995-2 Supplement thereto
dated as of June 1, 1995 (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 1995-2
Certificates with the intention that the Series 1995-2 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1995-2 Certificateholder
(or Series 1995-2 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1995-2 Certificate Owner, by virtue of such Series 1995-2
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1995-2 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1995-2 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 Floating Rate Asset Backed
Certificates, Series 1995-2" (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 Floating Rate Asset-Backed Certificates, Series 1995-2"
(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 1995-2" (the "Collateral Interest" and,
collectively with the Class A Certificates and the Class B Certificates, the
"Series 1995-2 Investor Certificates"), which represents an undivided interest
A-1-2
<PAGE>
in the Trust 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 $1,282,500,000 as of June 20, 1995 (the "Closing Date"). The Initial
Class B Investor Interest is $82,500,000 as of the Closing Date. The Collateral
Initial Interest is $135,000,000 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 1995-2 Certificates or any other Series of Certificates.
Interest will accrue on the Class A Certificate from the Closing Date
through July 6, 1995 at the rate of 6.1925% per annum, and with respect to each
Interest Period thereafter, at the rate of 0.13% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class A Certificate Rate"), and
will be distributed on July 17, 1995 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), 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 December 1998 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:__________________________
Frank DeGenova,
as Authorized Signatory
Dated: June 20, 1995
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 AG1
Chase Manhattan Credit Card Master Trust
Class B Floating Rate Asset Backed Certificate, Series 1995-2
Each $1,000 minimum denomination represents
-------------------------------------------
1/82,500 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 1995-2 Supplement thereto dated as of June 1, 1995 (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 1995-2
Certificates with the intention that the Series 1995-2 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1995-2 Certificateholder
(or Series 1995-2 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1995-2 Certificate Owner, by virtue of such Series 1995-2
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1995-2 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1995-2 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 Floating Rate Asset Backed
Certificates, Series 1995-2" (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 Floating Rate Asset-Backed Certificates, Series 1995-2" (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 1995-2" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Series 1995-2
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
$1,282,500,000 as of June 20, 1995 (the "Closing Date"). The Initial Class B
Investor Interest is $82,500,000 as of the Closing Date. The Collateral Initial
Interest is $135,000,000 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 1995-2 Certificates or any other Series of certificates.
Interest will accrue on the Class B Certificates from the Closing Date
through July 16, 1995 at the rate of 6.3125% per annum, and with respect to each
Interest Period thereafter, at the rate of 0.25% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class B Certificate Rate"), and
will be distributed on July 17, 1995 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), 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 January 1999 Distribution Date, but
the final principal payment may be made earlier or later under certain
circumstances set forth in the Agreement.
A-2-3
<PAGE>
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 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
A-2-4
<PAGE>
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-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:___________________________
Frank DeGenova,
as Authorized Signatory
Dated: June 20, 1995
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 1995-2
______________________________
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 1995-2 Supplement, dated as of June 1, 1995 (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, to make the following distributions:
B-1
<PAGE>
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............................................. $_______
B-2
<PAGE>
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 Distribution Account for payment to the
----------------------------------------------
appropriate parties, Pursuant to Section 4.08(e):
------------------------------------------------
(1) The amount of Class A Monthly Principal.............. $_______
(2) The amount of Class B Monthly Principal.............. $_______
B-3
<PAGE>
(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 1995-2 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........... $_______
B-4
<PAGE>
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 not available from
Collateral Available Funds.......................... $_______
(2) Collateral Additional Interest overdue and unpaid not
available from Collateral Available Funds........... $_______
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)... $_______
B-5
<PAGE>
K) To the Collateral Interest Holder for application, Pursuant to the
------------------------------------------------------------------
Loan Agreement Pursuant to Section 4.10(k):
------------------------------------------
(1) All other amounts payable under the Loan Agreements out
of Excess Spread and Excess Finance Change Collections $_______
L) 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 1995-2 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:
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......................................... $_______
B-6
<PAGE>
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...................................................... $_______
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 1995-2
___________________________________
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 1995-2 Supplement dated as of June 1, 1995
(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 1995-2 Certificateholders and
the performance of the Chase Manhattan Credit Card Master Trust (the "Trust")
and the Series 1995-2 Class A Certificates and Series 1995-2 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 1995-2 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 to Series 1995-2
Certificateholders on the Distribution Date per $1,000 original
certificate principal amount
(1) Class A Certificateholders........................... $_______
(2) Class B Certificateholders........................... $_______
C-1
<PAGE>
B) The amount of the distribution set forth in paragraph 1 above in
respect of principal of the 1995-2 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 1995-2 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 1995-2
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 1995-2
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 1995-2
Certificates........................................ $________
B) Deficit Controlled Amortization Amount.................... $________
--------------------------------------
C-2
<PAGE>
C) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
(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 1995-2, 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................ _______%
C-3
<PAGE>
D) Portfolio Yield and Base Rate
-----------------------------
(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.............................. _______%
E) 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:
<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>
F) 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 1995-2 Aggregate Investor Default Amount")... $________
(2) The portion of the Series 1995-2 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the "Class A Investor Default Amount")..... $________
(3) The portion of the Series 1995-2 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the "Class B Investor Default Amount")..... $________
(4) The portion of the Series 1995-2 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the "Collateral Investor Default Amount").. $________
(5) The annualized investor default percentage ((Series
1995-2 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........................ _______%
G) 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 in paragraph G(2) above, per $1,000 original
Class A Certificate principal
amount.............................................. $________
C-5
<PAGE>
(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................................................. $________
H) 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 1995-2 Certificates............... $________
I) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal Collections
during the preceding Monthly Period which were allocated
to the Series 1995-2 Certificates......................... $________
J) 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............... $________
C-6
<PAGE>
(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..................................... $________
K) 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...................................... $________
L) Collateral Interest
-------------------
(1) The Available Collateral Interest, as of the close of
Transfer Date for the preceding Monthly Period was
equal to............................................ $________
M) 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.......................................
C-7
<PAGE>
THE CHASE MANHATTAN BANK (USA),
Servicer
By:____________________________
Name:
Title:
C-8
<PAGE>
EXHIBIT D
---------
Schedule 1995-2 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 1995-2
___________________________________
For the ____________________ Determination Date
For the ____________________ Monthly Period
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
1995-2 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 1995-2 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 1995-2 (the
"Estimated Collections of Billed Finance Charge Receivables")
was equal to................................................... $_______
D-1
<PAGE>
(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 1995-2 (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 1995-2, 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 1995-2 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].
(b) The excess of (i) Estimated Collections of Billed
Finance Charge Receivables over (ii) Collections of Finance
Charge Receivables allocated to Series 1995-2 (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 1995-2 following this Determination Date, after
giving effect to the payments and transfers in Items 3(a)
and 3(b), will be $__________
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 1995-2, 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
5. The aggregate amount of funds on deposit in the Series
1995-2 Collection Subaccount as of the end of the last day of such
Monthly Period was equal to......................................... $_______
D-2
<PAGE>
6. The aggregate amount of funds on deposit in the
Retention Subaccount relating to Series 1995-2 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
1995-2 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 1995-2 Certificates] [the Retention subaccount relating to
the Series 1995-2 Certificates] is equal to......................... $________
9. The sum of all amounts payable to the Investor
Certificateholders of Series 1995-2 on the Distribution Date in
the current Monthly Period is equal to:
Payable in respect of the Class A Certificates............ $________
Payable in respect of interest on the Class A
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 1995-2 Pay Out Event or Trust Pay Out Event has occurred.]
[The following [Series 1995-2 Pay Out Event] [Trust Pay Out Event] has
occurred:______________________________.]
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
2. Applicable to Monthly Periods before the Conversion Date.
D-4
<PAGE>
Exhibit 4.6
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 1996-1 Certificateholders
_______________________
AMENDED AND RESTATED
SERIES 1996-1 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full
the Series 1996-1 Supplement, dated as of February 1, 1996
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
_______________________
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1996-1
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. Designation..................................................... 1
SECTION 2. Definitions..................................................... 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts............................. 13
SECTION 4. Reassignment and Transfer Terms................................. 13
SECTION 5. Delivery and Payment for the Class A Certificates and the
Class B Certificates............................................ 14
SECTION 6. Depositary; Form of Delivery of Class A and Class B Certificates 14
SECTION 7. Enhancement..................................................... 14
SECTION 8. Article IV of Agreement......................................... 14
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders........................... 15
SECTION 4.02B. The Series 1996-1 Collection Subaccount......................... 15
SECTION 4.03. Establishment of Series 1996-1 Investor Accounts................ 16
SECTION 4.04. Allocations..................................................... 17
SECTION 4.05. Determination of Monthly Interest............................... 22
SECTION 4.06. Determination of Monthly Principal.............................. 23
SECTION 4.07. Required Amount................................................. 24
SECTION 4.08. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and
Available Principal Collections................................. 24
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs......................... 27
SECTION 4.10. Excess Spread; Excess Finance Charge Collections................ 28
SECTION 4.11. Reallocated Principal Collections............................... 30
SECTION 4.12. Group One Excess Finance Charge Collections..................... 30
SECTION 4.13. Shared Principal Collections.................................... 31
SECTION 4.14. Determination of LIBOR.......................................... 31
SECTION 4.15. [Reserved]...................................................... 32
SECTION 4.16. Time of Deposits and Withdrawals................................ 32
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions................................................... 32
SECTION 5.02. Monthly Certificateholders' Statement........................... 32
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
OTHER SERIES PROVISIONS
<S> <C> <C>
SECTION 9. Series 1996-1 Pay Out Events..................................... 34
SECTION 10. Series 1996-1 Termination........................................ 36
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing Agreement 36
SECTION 12. Ratification and Reaffirmation of Representations and Warranties. 36
SECTION 13. Rights Under Section 9.02........................................ 37
SECTION 14. No Subordination................................................. 37
SECTION 15. Repurchase of the Series 1996-1 Certificates..................... 37
SECTION 16. Counterparts..................................................... 38
SECTION 17. Additional Covenants of the Trustee.............................. 38
SECTION 18. Third-Party Beneficiaries........................................ 38
SECTION 19. Series 1996-1 Investor Exchange.................................. 38
SECTION 20. Servicing Compensation........................................... 39
SECTION 21. Governing Law.................................................... 39
SECTION 22. Notices.......................................................... 39
</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>
AMENDED AND RESTATED SERIES 1996-1 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the Series 1996-1 Supplement, dated as of February 1, 1996,
among the parties in the preceding sentence.
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 1996-1
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 1996-1." Series 1996-1 shall
- --------------------------------------------------------
be issued in three Classes, the first of which shall be known as the "Class A
-------
Floating Rate Asset Backed Certificates, Series 1996-1" and the second of which
- ------------------------------------------------------
shall be known as the "Class B Floating Rate Asset Backed Certificates, Series
-------------------------------------------------------
1996-1." 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 1996-1".
- -----------------------
(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 1996-1 shall be included in Group One (as defined below).
Series 1996-1 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
1996-1 shall be the March 1996 Distribution Date and the first Monthly Period
shall be the Monthly Period ended February 29, 1996.
SECTION 2. Definitions.
-----------
"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.
"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.
"Amortization Period" shall mean the period following the Revolving
-------------------
Period which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Finance Charge Collections" shall mean, in the case of any
------------------------------------
Monthly Period, 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
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, in the case of any
-------------------------------
Monthly Period, 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
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a)) plus Shared Principal Collections
allocated to Series 1996-1 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).
"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.
2
<PAGE>
"Class A Additional Interest" shall have the meaning assigned in
---------------------------
Section 4.05(a).
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Class A Certificate Rate" shall mean, with respect to the Class A
------------------------
Certificates, from the Closing Date to March 14, 1996, and for each Interest
Period thereafter, a per annum rate of 0.11% above LIBOR determined on the
related LIBOR Determination Date, calculated on the basis of actual days elapsed
and a 360-day year.
"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.
-----------
"Class A Expected Final Payment Date" shall mean the August 1999
-----------------------------------
Distribution Date.
"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 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 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 $1,282,500,000.
---------------------------------
"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 1996-1 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)
----
3
<PAGE>
prior to such date and, minus (d) the principal amount of Class A Certificates
-----
previously tendered and exchanged pursuant to a Series 1996-1 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 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.
"Class B Certificate Rate" shall mean, with respect to the Class B
------------------------
Certificates, from the Closing Date to March 14, 1996, and for each Interest
Period thereafter, a per annum rate of 0.24% above LIBOR determined on the
related LIBOR Determination Date, calculated on the basis of actual days elapsed
and a 360-day year.
"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 Expected Final Payment Date" shall mean the September 1999
-----------------------------------
Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B 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 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 $82,500,000.
---------------------------------
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(b).
4
<PAGE>
"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 1996-1 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 1996-1 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).
"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 Expected Final Payment Date and
the Rapid Amortization Period has not commenced, the Distribution Date following
the Class A Expected Final 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 Amortization 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 Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
5
<PAGE>
"Closing Date" shall mean February 22, 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 1996-1
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 Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and the
denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $135,000,000.
---------------------------
"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 1996-1 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).
6
<PAGE>
"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
Amortization 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.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Controlled Amortization Amount" shall mean (a) for any Distribution
------------------------------
Date beginning with the September 1998 Distribution Date and ending with the
August 1999 Distribution Date, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; and (b) for the
September 1999 Distribution Date, an amount equal to the Class B Investor
Interest as of such last day.
"Controlled Amortization Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing on the close of
business on July 31, 1998 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 1996-1 Certificateholders of the Investor Interest or (c) the Series
1996-1 Termination Date.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(iii).
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(iii).
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(iii).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
7
<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 March 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 1996-1
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 1996-1 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"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 Investor
Interest as of the close of business on 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 such day and (y) the
sum of the numerators used to calculate the floating allocation percentages for
all Series then outstanding.
"Group One" shall mean Series 1996-1 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"Initial Investor Interest" shall mean $1,500,000,000.
-------------------------
"Interest Period" shall mean, with respect to any Distribution Date,
---------------
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in
8
<PAGE>
the case of the first Distribution Date, from and including the Closing Date) to
but excluding such Distribution Date.
"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 Monthly Period, the
-----------------------
product of the Floating Allocation Percentage for such Monthly Period times the
amount of Receivables in Defaulted Accounts which in such Monthly Period 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 Amortization 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%.
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.14.
"LIBOR Determination Date" shall mean February 20, 1996 for the period
------------------------
from the Closing Date to March 14, 1996, and for each Interest Period
thereafter, the second London Business Day prior to the commencement of each
Interest Period.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of February
22, 1996, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
9
<PAGE>
"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 $2,687,500.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1996-1 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 1996-1 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).
"Portfolio Yield" shall mean, with respect to Series 1996-1 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 Period and (ii) any Excess
Finance Charge Collections (exclusive of any amounts included in (i)) that are
allocated to Series 1996-1 with respect to such Monthly Period to the extent
deposited in the Finance Charge Account on the Transfer Date following such
Monthly Period, such sum to be calculated on a cash basis after subtracting an
amount equal to the Series 1996-1 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 close of business on the last day of the immediately
preceding Monthly Period and (b) during the Controlled Amortization 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 such day and (y) the sum of
the numerators used to calculate the principal allocation percentages for all
Series outstanding with respect to such Monthly Period.
10
<PAGE>
"Principal Sharing Series" shall mean Series 1996-1 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.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.10.
"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 1996-1 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1996-1
-------------
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.
11
<PAGE>
"Required Collateral Interest" shall mean (a) initially, $135,000,000
----------------------------
and (b) on any Transfer Date thereafter, 9% 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 $45,000,000;
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.
"Revolving Period" shall mean the period from and including February
----------------
1, 1996 to, but not including, the earlier of August 1, 1998 or the Pay Out
Commencement Date.
"Scheduled Series 1996-1 Termination Date" shall mean the April 2001
----------------------------------------
Distribution Date.
"Series 1996-1" shall mean the Series issued pursuant to this Series
-------------
Supplement.
"Series 1996-1 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1996-1 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(iii) of the
Agreement.
"Series 1996-1 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1996-1 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-1 Certificate.
"Series 1996-1 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1996-1 Final Termination Date" shall mean the April 2002
------------------------------------
Distribution Date.
"Series 1996-1 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1996-1 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
12
<PAGE>
"Series 1996-1 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1996-1 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1996-1 Certificates
and the Collateral Interest are paid in full; (ii) the Scheduled Series 1996-1
Termination Date (unless extended pursuant to Section 10 of this Series
Supplement); or (iii) the Series 1996-1 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 1996-1
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $1,500,000,000 less the portion of such amount represented by
----
Series 1996-1 Certificates tendered and canceled pursuant to any Series 1996-1
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 1996-1
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.
SECTION 4. Reassignment and Transfer Terms. The Series 1996-1
-------------------------------
Certificates shall be subject to retransfer to the Seller at its option, in
accordance with the terms specified
13
<PAGE>
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 1996-1 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 1996-1 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 1996-1 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1996-1
-----------
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 1996-1 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 1996-1 Certificates:
14
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1996-1 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 1996-1 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 1996-1 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Distribution
Account and the Series 1996-1 Collection Subaccount with respect to the Series
1996-1 Certificates (the "Series 1996-1 Interest"). The Exchangeable Seller
----------------------
Certificate shall represent the ownership interest in the Trust Assets not
allocated to Series 1996-1 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 1996-1 Collection Subaccount or in the Enhancement, except as
specifically provided in this Article IV.
SECTION 4.02B. The Series 1996-1 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 1996-1 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1996-1 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1996-1 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1996-1
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 1996-1 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 1996-1 Collection
Subaccount that are not required to be deposited in the Finance Charge Account
or the Principal 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 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 1996-1 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 the occurrence
of a Servicer Default with respect to the Series 1996-1 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,
15
<PAGE>
the Finance Charge Account and shall be treated as Collections of Finance Charge
Receivables allocable to the Series 1996-1 Certificateholders. The Qualified
Institution shall maintain for the benefit of the Series 1996-1
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 1996-1
Collection Subaccount. For purposes of determining the availability of funds or
the balances in the Series 1996-1 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 1996-1 Investor Accounts.
----------------------------------------------------------------
(a) The Finance Charge Account and Principal Account. The Servicer,
------------------------------------------------
for the benefit of the Series 1996-1 Certificateholders shall establish and
maintain with a Qualified Trust Institution in the name of the Trustee, on
behalf of the Trust, two 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" and the "Principal
---------------------- ---------
Account," respectively), bearing a designation clearly indicating that the funds
- -------
therein are held in trust for the benefit of the Series 1996-1
Certificateholders. The Servicer, on behalf of the Trustee, at all times shall
maintain accurate records reflecting each transaction in the Principal Account
and the Finance Charge Account and that funds held therein shall at all times be
held in trust for the benefit of the Series 1996-1 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 and
Principal 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 1996-1 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 1996-1
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account and Principal
----------------------------------------------------------
Account. Funds on deposit in the Principal Account and the Finance Charge
- -------
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 and the Finance Charge Account
shall maintain for
16
<PAGE>
the benefit of the Series 1996-1 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
or the Finance Charge 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 and the Finance Charge Account in
writing with respect to the investment of funds on deposit in the Principal
Account and the Finance Charge Account. For purposes of determining the
availability of funds or the balances in the Finance Charge Account and the
Principal Account 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.
(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) [Reserved].
(b) [Reserved].
(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 or the Retention 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).
(ii) Deposit in the Series 1996-1 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related
17
<PAGE>
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 "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
Processing (or at the close of business on the last Business day of such
Monthly Period, as applicable) the amount then on deposit in the Retention
Account is less than the Required Retention Amount, the Servicer shall,
after giving effect to the transfer of the Excess Amount required by the
preceding proviso, deposit in the Retention Account an amount equal to the
amount otherwise payable to the Holder of the Exchangeable Seller
Certificate pursuant to this clause 4.04(c)(iii).
(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
18
<PAGE>
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, the Servicer shall 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.
(d) Allocations During the Controlled Amortization Period. During
-----------------------------------------------------
the Controlled 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 (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);
(ii) Deposit in the Series 1996-1 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
-----------
19
<PAGE>
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 Amortization Amount and the Deficit Controlled
Amortization Amount for such Monthly Period (the "Controlled Distribution
-----------------------
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 "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 Distribution Amount, then such deficit shall be the
"Deficit Controlled Amortization Amount" for the next succeeding Monthly
Period and the Monthly Total Percentage Allocation shall be deposited to
the Principal Account. 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 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 (or at
the close of business on the last day of the Monthly Period, as applicable)
the amount then on deposit in the Retention Account is less than the
Required Retention Amount, the Servicer shall, after giving effect to the
transfer of the Controlled Excess Amount referred to in the preceding
sentence, deposit in the Retention Account 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, 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.
(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
20
<PAGE>
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).
(ii) Deposit in the Series 1996-1 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, 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 1996-1.
21
<PAGE>
SECTION 4.05. Determination of Monthly Interest.
---------------------------------
(a) The amount of monthly interest ("Class A Monthly Interest")
------------------------
distributable from the Distribution Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
A Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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 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 from the Distribution Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
B Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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.
22
<PAGE>
(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 related Interest Period 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").
- --------
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 Class A Controlled Amortization 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
Class A Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) the Class A 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), (y) for each Transfer Date with respect to the
Class B Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) 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
23
<PAGE>
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 Amortization 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 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 on a prior Distribution Date, (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 on a prior Distribution Date, (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 on a prior Distribution Date, (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 on a prior Distribution Date, (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
24
<PAGE>
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 on a prior Distribution Date, plus the amount of
----
any Class A Additional Interest for such Distribution Date and any
Class A Additional Interest previously due but not distributed to
Class A Certificateholders on a prior Distribution Date, shall be
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 on a prior Distribution Date, plus the amount of
----
any Class B Additional Interest for such Distribution Date and any
Class B Additional Interest previously due but not distributed to
Class B Certificateholders on a prior Distribution Date, shall be
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.
25
<PAGE>
(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
(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 Section 4.13.
(e) On each Transfer Date with respect to the Controlled Amortization
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 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 Section 4.13 hereof.
26
<PAGE>
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 1996-1 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 Collateral
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 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
27
<PAGE>
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
1996-1 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 1996-1, 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);
(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
28
<PAGE>
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;
(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) 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
29
<PAGE>
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
(l) [Reserved]
(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 1996-1 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 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
-------------------------------------------
1996-1 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 1996-1 in the event that Series 1996-1 has not produced Excess Finance
Charge Collections with respect to such Transfer Date
30
<PAGE>
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 1996-1 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 1996-1 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
1996-1 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 1996-1 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 Amortization
Period, the excess, if any, of, prior to the date on which the Series 1996-1
Certificates are paid in full, the Controlled Distribution 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.
SECTION 4.14. Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, will determine LIBOR on the basis of the rate
for one-month United States dollar deposits that appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that date will be determined on the basis of
the rates at which one-month United States dollars are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime banks in
the London interbank market. The Trustee, or the Paying Agent on behalf of the
Trustee, will request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that date
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for one-month loans
31
<PAGE>
in United States dollars to leading European banks. If on the LIBOR
Determination Date, the banks selected by the Trustee are not quoting as
described above, LIBOR for such Interest Period will be LIBOR as determined on
the previous LIBOR Determination Date.
(b) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, shall send to the Servicer by facsimile
notification of LIBOR for the following Interest Period.
SECTION 4.15. [Reserved]
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 or Distribution
Account 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.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1996-1.)
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 1996-1
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 1996-1
Certificates held by such Certificateholder and the Collateral Interest Holder)
of amounts on deposit in the Distribution Account as are payable to the Series
1996-1 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 1996-1 Certificateholder, the Rating Agency and any
Series 1996-1 Certificate Owner, upon the written request of such Series 1996-1
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
32
<PAGE>
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;
(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 the preceding Monthly Period and on any other Date of Processing
during such Monthly Period and allocated in respect of the Series 1996-1
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 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;
33
<PAGE>
(xii) the aggregate amount of Collections of Finance Charge
Receivables during the preceding Monthly Period and allocated in respect of
the Series 1996-1 Certificates;
(xiii) the Deficit Controlled Amortization Amount; 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 199[6], 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 1996-1
Certificateholder, a statement prepared by the Servicer containing the
information required to be contained in the regular monthly report to Series
1996-1 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 1996-1 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 1996-1 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 1996-1 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Amortization
Period with respect to the Series 1996-1 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 1996-1
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 1996-1
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
34
<PAGE>
1996-1 Certificates evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of this Series 1996-1, and continues to
affect materially and adversely the interests of the Series 1996-1
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 1996-1 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series 1996-1, and (ii)
as a result of which the interests of the Series 1996-1 Certificateholders
are materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series 1996-1
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; provided, however, that, solely for purposes of subsection
2.06(a) of the Agreement and for purposes of determining whether a Pay Out
Event under this clause (d) has occurred, amounts on deposit in the
Retention Account shall be treated as Principal Receivables in determining
whether Receivables arising under Additional Accounts are required to be
conveyed pursuant to such subsection; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1996-1 Certificates;
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 1996-1 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 1996-1 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) or (d),
a Series 1996-1 Pay Out Event shall occur without any notice or other action on
the part of the Trustee, the Enhancement Provider or the Series 1996-1
Certificateholders immediately upon the occurrence of such event.
35
<PAGE>
SECTION 10. Series 1996-1 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1996-1 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1996-1 Termination Date occurs (the "Extension Date"), the right of
--------------
Series 1996-1 Certificateholders to receive payments from the Trust may, by vote
of the Holders of Series 1996-1 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 1996-1 Termination Date occurs, be extended until
the earlier of (i) the day which is one year after the Scheduled Series 1996-1
Termination 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 1996-1 Certificate interest accrued
through and including the last day of the month preceding the month in which
such Distribution Date occurs (the "Series 1996-1 Final Termination Date"). The
------------------------------------
Trustee shall notify the Series 1996-1 Certificateholders, by notice given by
first-class mail to such Series 1996-1 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 1996-1 Certificates as
of the Record Date immediately succeeding the Extension Date vote to extend the
right of the Series 1996-1 Certificateholders to receive payments from the Trust
until the Final Series 1996-1 Termination Date prior to the Transfer Date in the
month immediately preceding the month in which the Scheduled Series 1996-1
Termination Date occurs, the right of the Series 1996-1 Certificateholders from
the Trust will terminate on the Scheduled Series 1996-1 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 1996-1 Certificates by
the Rating Agency will be withdrawn on the Scheduled Series 1996-1 Termination
Date. In the event that the Series 1996-1 Certificateholders of any Class vote
to extend the right of the Series 1996-1 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
1996-1 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
36
<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 1996-1
-------------------------
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 1996-1
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 1996-1 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 1996-1 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 1996-1 Certificateholders or the
Collateral Interest Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1996-1 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 1996-1 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 1996-1
Certificateholders), may direct the Seller to repurchase the Series 1996-1
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 1996-1 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 1996-1 Certificates at the applicable rates through the end of the
Interest Period in which such Transfer Date occurs and all other amounts then
37
<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 1996-1 Certificates. The
Series 1996-1 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 1996-1 Certificateholders give notice directing the Seller
to repurchase the Series 1996-1 Certificates as provided above, the obligation
of the Seller to repurchase the Series 1996-1 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 1996-1 Certificateholders or the
Trustee on behalf of the Series 1996-1 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 1996-1 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 1996-1 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1996-1 Certificateholders may tender their Series 1996-1
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 1996-1 Certificateholders. Such notice of
exchange will
38
<PAGE>
specify, among other things: (a) the amount of Series 1996-1 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 1996-1
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 1996-1 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.
39
<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 Bocchino
--------------------------
Name: Anthony A. Bocchino
Title: Vice President
<PAGE>
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
No. R-A-[__] $[___________]
CUSIP No. [_________]
Chase Manhattan Credit Card Master Trust
Class A Floating Rate Asset Backed Certificate, Series 1996-1
Each $1,000 minimum denomination represents
-------------------------------------------
1/1,282,500 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 1996-1 Supplement thereto
dated as of February 1, 1996 (collectively, the
________________________
*VISA and Master Card are registered trademarks of VISA USA, Inc., and MaterCard
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 1996-1
Certificates with the intention that the Series 1996-1 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-1 Certificateholder
(or Series 1996-1 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-1 Certificate Owner, by virtue of such Series 1996-1
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-1 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-1 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 Floating Rate Asset Backed
Certificates, Series 1996-1" (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 Floating Rate Asset-Backed Certificates, Series 1996-1"
(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 1996-1" (the "Collateral Interest" and,
collectively with the Class A Certificates and the Class B Certificates, the
"Series 1996-1 Investor Certificates"), which represents an undivided interest
A-1-2
<PAGE>
in the Trust 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 $1,282,500,000 as of February 22, 1996 (the "Closing Date"). The
Initial Class B Investor Interest is $82,500,000 as of the Closing Date. The
Collateral Initial Interest is $135,000,000 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 1996-1 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 0.11% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class A Certificate Rate"), and
will be distributed on March 15, 1996 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), 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 August 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:________________________________
Frank DeGenova,
as Authorized Signatory
Dated: February 22, 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. [________]
Chase Manhattan Credit Card Master Trust
Class B Floating Rate Asset Backed Certificate, Series 1996-1
Each $1,000 minimum denomination represents
-------------------------------------------
1/82,500 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 1996-1 Supplement thereto dated as of February 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 1996-1
Certificates with the intention that the Series 1996-1 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-1 Certificateholder
(or Series 1996-1 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-1 Certificate Owner, by virtue of such Series 1996-1
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-1 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-1 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 Floating Rate Asset Backed
Certificates, Series 1996-1" (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 Floating Rate Asset-Backed Certificates, Series 1996-1" (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 1996-1" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Series 1996-1
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
$1,282,500,000 as of February 22, 1996 (the "Closing Date"). The Initial Class B
Investor Interest is $82,500,000 as of the Closing Date. The Collateral Initial
Interest is $135,000,000 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 1996-1 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 0.24% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class B Certificate Rate"), and
will be distributed on March 15, 1996 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), 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 September 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
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:___________________________
Frank DeGenova,
as Authorized Signatory
Dated: February 22, 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 1996-1
____________________________________
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 1996-1 Supplement, dated as of February 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, 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 Distribution Account for payment to the appropriate parties,
-------------------------------------------------------------------
Pursuant to Section 4.08(e):
---------------------------
(1) The amount of Class A Monthly Principal................... $_______
(2) The amount of Class B Monthly Principal................... $_______
</TABLE>
B-3
<PAGE>
<TABLE>
<S> <C>
(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 1996-1 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>
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 not available from
Collateral Available Funds........................... $_______
(2) Collateral Additional Interest overdue and unpaid not
available from Collateral Available Funds............ $_______
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)......................................... $_______
B-5
<PAGE>
K) To the Collateral Interest Holder for application, Pursuant
-----------------------------------------------------------
to the Loan Agreement Pursuant to Section 4.10(k):
-------------------------------------------------
(1) All other amounts payable under the Loan Agreement out
of Excess Spread and Excess Finance Change Collections $_______
L) 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 1996-1 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:
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.................................................. $_______
B-6
<PAGE>
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........................................... $_______
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 1996-1
______________________________
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 1996-1 Supplement dated as of February 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 1996-1 Certificateholders and
the performance of the Chase Manhattan Credit Card Master Trust (the "Trust")
and the Series 1996-1 Class A Certificates and Series 1996-1 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 1996-1 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 to Series 1996-1
Certificateholders on the Distribution Date per $1,000
original certificate principal amount
(1) Class A Certificateholders............................ $_______
(2) Class B Certificateholders............................ $_______
C-1
<PAGE>
B) The amount of the distribution set forth in paragraph 1
above in respect of principal of the 1996-1 principal
Certificates, per $1,000 original certificate 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 1996-1 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 1996-1
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 1996-1 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 1996-1
Certificates.......................................... $_______
B) Deficit Controlled Amortization Amount..................... $_______
--------------------------------------
C-2
<PAGE>
C) Principal Receivables in the Trust and Allocation
-------------------------------------------------
Percentages
-----------
(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 1996-1, 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........................ _______%
C-3
<PAGE>
D) Portfolio Yield and Base Rate
-----------------------------
(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.......................................... _______%
E) Delinquent Balances
-------------------
<TABLE>
<CAPTION>
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
<S> <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>
F) 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 1996-1 Aggregate Investor Default Amount").... $_______
(2) The portion of the Series 1996-1 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the "Class A Investor Default Amount") $_______
(3) The portion of the Series 1996-1 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the "Class B Investor Default Amount") $_______
(4) The portion of the Series 1996-1 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the "Collateral Investor Default Amount") $_______
(5) The annualized investor default percentage ((Series
1996-1 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............................................... _______%
G) 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 in paragraph G(2) above, per $1,000 original
Class A Certificate principal amount.................. $_______
C-5
<PAGE>
(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.................................................. $_______
H) 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 1996-1 Certificates................ $_______
I) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal Collections during
the preceding Monthly Period which were allocated to the
Series 1996-1 Certificates................................. $_______
J) 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................ $_______
C-6
<PAGE>
(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....................................... $_______
K) 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........................................ $_______
L) Collateral Interest
-------------------
(1) The Available Collateral Interest, as of the close of
Transfer Date for the preceding Monthly Period was
equal to..............................................
M) 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......... ________
C-7
<PAGE>
THE CHASE MANHATTAN BANK (USA),
Servicer
By:___________________________
Name:
Title:
C-8
<PAGE>
EXHIBIT D
---------
Schedule 1996-1 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 1996-1
______________________________
For the ________________________ Determination Date
For the _________________________ Monthly Period
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................................................. $_______
(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 1996-1 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 1996-1 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 1996-1 (the "Estimated
Collections of Billed Finance Charge Receivables") was equal
to.............................................................. $_______
D-1
<PAGE>
(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 1996-1 (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 1996-1, 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 1996-1 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 1996-1 (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 1996-1 following
this Determination Date, after giving effect to the payments and transfers
in Items 3(a) and 3(b), will be $__________
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 1996-1, 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 $__________.
5. The aggregate amount of funds on deposit in the Series 1996-
1 Collection Subaccount as $________ of the end of the last day of
such Monthly Period was equal to..................................... $_______
D-2
<PAGE>
6. The aggregate amount of funds on deposit in the Retention
Subaccount relating to Series 1996-1 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 1996-1 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 1996-1 Certificates] [the Retention subaccount relating to the
Series 1996-1 Certificates] is equal to..............................
9. The sum of all amounts payable to the Investor
Certificateholders of Series 1996-1 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 1996-1 Pay Out Event or Trust Pay Out Event has
occurred.] [The following [Series 1996-1 Pay Out Event] [Trust Pay
Out Event] has occurred: ______________________________.]
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
D-4
<PAGE>
Exhibit 4.7
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 1996-2 Certificateholders
____________________
AMENDED AND RESTATED
SERIES 1996-2 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full
the Series 1996-2 Supplement, dated as of May 1, 1996
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
____________________________
CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1996-2
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. Designation..................................................... 1
SECTION 2. Definitions..................................................... 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts............................. 13
SECTION 4. Reassignment and Transfer Terms................................. 13
SECTION 5. Delivery and Payment for the Class A Certificates and the
Class B Certificates............................................ 14
SECTION 6. Depositary; Form of Delivery of Class A and Class B Certificates 14
SECTION 7. Enhancement..................................................... 14
SECTION 8. Article IV of Agreement......................................... 14
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders........................... 14
SECTION 4.02B. The Series 1996-2 Collection Subaccount......................... 15
SECTION 4.03. Establishment of Series 1996-2 Investor Accounts................ 16
SECTION 4.04. Allocations..................................................... 17
SECTION 4.05. Determination of Monthly Interest............................... 21
SECTION 4.06. Determination of Monthly Principal.............................. 23
SECTION 4.07. Required Amount................................................. 24
SECTION 4.08. Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Principal
Collections..................................................... 24
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs......................... 27
SECTION 4.10. Excess Spread; Excess Finance Charge Collections................ 28
SECTION 4.11. Reallocated Principal Collections............................... 30
SECTION 4.12. Group One Excess Finance Charge Collections..................... 30
SECTION 4.13. Shared Principal Collections.................................... 31
SECTION 4.14. Determination of LIBOR.......................................... 31
SECTION 4.15. [Reserved]...................................................... 32
SECTION 4.16. Time of Deposits and Withdrawals................................ 32
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions................................................... 32
SECTION 5.02. Monthly Certificateholders' Statement........................... 32
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
OTHER SERIES PROVISIONS
SECTION 9. Series 1996-2 Pay Out Events.................................... 34
SECTION 10. Series 1996-2 Termination....................................... 35
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
Agreement....................................................... 36
SECTION 12. Ratification and Reaffirmation of Representations and Warranties 36
SECTION 13. Rights Under Section 9.02....................................... 36
SECTION 14. No Subordination................................................ 37
SECTION 15. Repurchase of the Series 1996-2 Certificates.................... 37
SECTION 16. Counterparts.................................................... 38
SECTION 17. Additional Covenants of the Trustee............................. 38
SECTION 18. Third-Party Beneficiaries....................................... 38
SECTION 19. Series 1996-2 Investor Exchange................................. 38
SECTION 20. Servicing Compensation.......................................... 39
SECTION 21. Governing Law................................................... 39
SECTION 22. Notices......................................................... 39
</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>
AMENDED AND RESTATED SERIES 1996-2 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the Series 1996-2 Supplement, dated as of May 1, 1996,
among the parties in the preceding sentence.
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 1996-2
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 1996-2." Series 1996-2 shall
- --------------------------------------------------------
be issued in three Classes, the first of which shall be known as the "Class A
-------
Floating Rate Asset Backed Certificates, Series 1996-2" and the second of which
- ------------------------------------------------------
shall be known as the "Class B Floating Rate Asset Backed Certificates, Series
-------------------------------------------------------
1996-2." 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 1996-2".
- -----------------------
(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 1996-2 shall be included in Group One (as defined below).
Series 1996-2 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
1996-2 shall be the June 1996 Distribution Date and the first Monthly Period
shall be the Monthly Period ended May 31, 1996.
SECTION 2. Definitions.
-----------
"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.
"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.
"Amortization Period" shall mean the period following the Revolving
-------------------
Period which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Finance Charge Collections" shall mean, in the case of any
------------------------------------
Monthly Period, 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
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, in the case of any
-------------------------------
Monthly Period, 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
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a)) plus Shared Principal Collections
allocated to Series 1996-2 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).
"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).
2
<PAGE>
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Class A Certificate Rate" shall mean, with respect to the Class A
------------------------
Certificates for each Interest Period, a per annum rate of 0.08% above LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.
"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.
-----------
"Class A Expected Final Payment Date" shall mean the November 1999
-----------------------------------
Distribution Date.
"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 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 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 $253,681,000.
---------------------------------
"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 1996-2 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 1996-2 Investor Exchange.
"Class A Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(a).
3
<PAGE>
"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 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.
"Class B Certificate Rate" shall mean, with respect to the Class B
------------------------
Certificates for each Interest Period, a per annum rate of 0.16% above LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.
"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 Expected Final Payment Date" shall mean the December 1999
-----------------------------------
Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B 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 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 $16,318,000.
---------------------------------
"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 1996-2 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class B
Floating Percentage for such Monthly Period.
4
<PAGE>
"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 1996-2 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).
"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 Expected Final Payment Date and
the Rapid Amortization Period has not commenced, the Distribution Date following
the Class A Expected Final 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 Amortization 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 Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
"Closing Date" shall mean May 9, 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.
5
<PAGE>
"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 1996-2
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 Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and the
denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $26,704,297.
---------------------------
"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 1996-2 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).
6
<PAGE>
"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
Amortization 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.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Controlled Amortization Amount" shall mean (a) for any Distribution
------------------------------
Date beginning with the December 1998 Distribution Date and ending with the
November 1999 Distribution Date, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; and (b) for the
December 1999 Distribution Date, an amount equal to the Class B Investor
Interest as of such last day.
"Controlled Amortization Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing on the close of
business on October 31, 1998 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 1996-2 Certificateholders of the Investor Interest or (c) the Series
1996-2 Termination Date.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(iii).
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(iii).
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(iii).
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
"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 June 17, 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 1996-2
Termination Date.
"Enhancement" shall mean the Collateral Interest.
-----------
7
<PAGE>
"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 1996-2 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"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 Investor
Interest as of the close of business on 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 such day and (y) the
sum of the numerators used to calculate the floating allocation percentages for
all Series then outstanding.
"Group One" shall mean Series 1996-2 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"Interest Funding Account" shall have the meaning specified in Section
------------------------
4.03(a).
"Initial Investor Interest" shall mean $296,703,297.
-------------------------
"Interest Payment Date" shall mean the 15th day of August, November,
---------------------
February and May through and including November 1998 or, with respect to any
Rapid Amortization Period, and in any event after November 1998, monthly on the
15th day of each month (or, if any such day is not a Business Day, the next
succeeding Business Day).
"Interest Period" shall mean, with respect to any Interest Payment
---------------
Date, the period from and including the Interest Payment Date immediately
preceding such Interest Payment Date (or, in the case of the first Interest
Payment Date, from and including the Closing Date) to but excluding such
Interest Payment Date.
"Investor Charge Offs" shall mean Class A Investor Charge Offs, Class
--------------------
B Investor Charge Offs and Collateral Charge Offs.
8
<PAGE>
"Investor Default Amount" shall mean, for any Monthly Period, the
-----------------------
product of the Floating Allocation Percentage for such Monthly Period times the
amount of Receivables in Defaulted Accounts which in such Monthly Period 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 Amortization 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%.
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for three-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.14.
"LIBOR Determination Date" shall mean May 7, 1996 for the period from
------------------------
the Closing Date to August 14, 1996, and (i) for each quarterly Interest Period
thereafter, the second London Business Day prior to the commencement of each
Interest Period or, (ii) for each monthly Interest Period, the second London
Business Day prior to the November, February, May and August Distribution Date
commencing or, if such Interest Period does not commence on one of such
Distribution Dates, most immediately preceding such Monthly Interest Period.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of May 9,
1996, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
"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.
9
<PAGE>
"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 $531,593.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1996-2 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 1996-2 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).
"Portfolio Yield" shall mean, with respect to Series 1996-2 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 Period and (ii) any Excess
Finance Charge Collections (exclusive of any amounts included in (i)) that are
allocated to Series 1996-2 with respect to such Monthly Period to the extent
deposited in the Finance Charge Account on the Transfer Date following such
Monthly Period, such sum to be calculated on a cash basis after subtracting an
amount equal to the Series 1996-2 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 close of business on the last day of the immediately
preceding Monthly Period and (b) during the Controlled Amortization 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 such day 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 Sharing Series" shall mean Series 1996-2 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.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.10.
"Qualified Trust Institution" shall have the same meaning as
---------------------------
"Qualified Institution."
10
<PAGE>
"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 1996-2 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1996-2
-------------
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 Collateral Interest" shall mean (a) initially, $26,704,297
----------------------------
and (b) on any Transfer Date thereafter, 9% 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 $8,901,099;
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
11
<PAGE>
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.
"Revolving Period" shall mean the period from and including May 1,
----------------
1996 to, but not including, the earlier of November 1, 1998 or the Pay Out
Commencement Date.
"Scheduled Series 1996-2 Termination Date" shall mean the December
----------------------------------------
2001 Distribution Date.
"Series 1996-2" shall mean the Series issued pursuant to this Series
-------------
Supplement.
"Series 1996-2 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1996-2 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(iii) of the
Agreement.
"Series 1996-2 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1996-2 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-2 Certificate.
"Series 1996-2 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1996-2 Final Termination Date" shall have the meaning set
------------------------------------
forth in Section 10.
"Series 1996-2 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1996-2 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
"Series 1996-2 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1996-2 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1996-2 Certificates
and the Collateral Interest are paid in full; (ii) the Scheduled Series 1996-2
Termination Date (unless extended pursuant to Section 10 of this Series
Supplement); or (iii) the Series 1996-2 Final Termination Date.
"Series Servicing Fee Percentage" shall mean 2.15%.
-------------------------------
12
<PAGE>
"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 1996-2
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $269,999,000 less the portion of such amount represented by
----
Series 1996-2 Certificates tendered and canceled pursuant to any Series 1996-2
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 1996-2
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.
SECTION 4. Reassignment and Transfer Terms. The Series 1996-2
-------------------------------
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.
13
<PAGE>
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 1996-2 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 1996-2 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 1996-2 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1996-2
-----------
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 1996-2 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 1996-2 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1996-2 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 1996-2 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 1996-2 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Interest Funding
Account, the Distribution Account and the Series 1996-2 Collection Subaccount
with respect to the Series 1996-2 Certificates (the "Series 1996-2 Interest").
----------------------
The Exchangeable Seller Certificate shall represent the ownership interest in
the Trust Assets not allocated to Series 1996-2 or any other Series
14
<PAGE>
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 1996-2 Collection Subaccount or
in the Enhancement, except as specifically provided in this Article IV.
SECTION 4.02B. The Series 1996-2 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 1996-2 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1996-2 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1996-2 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1996-2
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 1996-2 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 1996-2 Collection
Subaccount that are not required to be deposited in the Finance Charge Account,
the Principal Account or the Series 1996-2 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 1996-2 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 the occurrence of a Servicer
Default with respect to the Series 1996-2 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 1996-2 Certificateholders. The Qualified Institution
shall maintain for the benefit of the Series 1996-2 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 1996-2 Collection Subaccount.
For purposes of determining the availability of funds or the balances in the
Series 1996-2 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.
15
<PAGE>
SECTION 4.03. Establishment of Series 1996-2 Investor Accounts.
------------------------------------------------
(a) The Finance Charge Account and Principal Account and the Interest
-----------------------------------------------------------------
Funding Account. The Servicer, for the benefit of the Series 1996-2
- ---------------
Certificateholders shall establish and maintain with a Qualified Trust
Institution in the name of the Trustee, on behalf of the Trust, three 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," "Principal Account," and "Interest Funding Account,"
---------------------- ----------------- ------------------------
respectively bearing a designation clearly indicating that the funds therein are
held in trust for the benefit of the Series 1996-2 Certificateholders. The
Servicer, on behalf of the Trustee, at all times shall maintain accurate records
reflecting each transaction in the Principal Account and the Finance Charge
Account and the Interest Funding Account and that funds held therein shall at
all times be held in trust for the benefit of the Series 1996-2
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, Principal Account and the Interest 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 1996-2 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 1996-2
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account Principal Account
--------------------------------------------------------------
and the Interest Funding Account. Funds on deposit in the Principal Account, the
- --------------------------------
Finance Charge Account and the Interest 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, the Finance Charge Account and the Interest Funding Account
shall maintain for the benefit of the Series 1996-2 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, the Finance Charge Account or the Interest 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, the Finance Charge Account and the
Interest Funding 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
16
<PAGE>
instruct the Qualified Trust Institution which holds the Principal Account, the
Finance Charge Account and the Interest Funding Account in writing with respect
to the investment of funds on deposit in the Principal Account, the Finance
Charge Account and the Interest Funding Account. For purposes of determining
the availability of funds or the balances in the Finance Charge Account, the
Principal Account and the Interest Funding Account 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.
(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) [Reserved].
(b) [Reserved].
(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 or the Retention 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).
(ii) Deposit in the Series 1996-2 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
17
<PAGE>
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 "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 Processing (or at the close
of business on the last Business day of such Monthly Period, as applicable)
the amount then on deposit in the Retention Account is less than the
Required Retention Amount, the Servicer shall, after giving effect to the
transfer of the Excess Amount required by the preceding proviso, deposit in
the Series 1996-2 Retention Account an amount equal to the amount otherwise
payable to the Holder of the Exchangeable Seller Certificate pursuant to
this clause 4.04(c)(iii).
(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, the Servicer shall 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.
18
<PAGE>
(d) Allocations During the Controlled Amortization Period. During
-----------------------------------------------------
the Controlled 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 (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);
(ii) Deposit in the Series 1996-2 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 Amortization Amount and the Deficit
Controlled Amortization Amount for such Monthly Period (the "Controlled
----------
Distribution 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
19
<PAGE>
(determined without regard to "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 Distribution Amount, then such deficit shall be the "Deficit
Controlled Amortization Amount" for the next succeeding Monthly Period and
the Monthly Total Percentage Allocation shall be deposited to the Principal
Account. 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 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 (or at the
close of business on the last day of the Monthly Period, as applicable) the
amount then on deposit in the Retention Account is less than the Required
Retention Amount, the Servicer shall, after giving effect to the transfer
of the Controlled Excess Amount referred to in the preceding sentence 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, 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.
(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).
(ii) Deposit in the Series 1996-2 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
20
<PAGE>
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, 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 1996-2.
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 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 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.
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 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
21
<PAGE>
(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 or
deposited in the Interest Funding Account with respect to the Class A
Certificates) shall be payable as provided herein with respect to the Class A
Certificates on each Interest Payment Date following such Distribution Date to
and including the Distribution Date on which such Class A Interest Shortfall is
paid to the Class A Certificateholders. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
the Class A Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
------------------------
distributable with respect to the Class B Certificates on any Distribution Date
shall be an amount equal to the product of (i) (A) 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 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.
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 or deposited in the Interest Funding
Account with respect to the Class A Certificates) shall be payable as provided
herein with respect to the Class B Certificates on each Interest Payment 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").
- --------
22
<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 Class A Controlled Amortization 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
Class A Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) the Class A 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), (y) for each Transfer Date with respect to the
Class B Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) 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 Amortization
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
23
<PAGE>
on such Transfer Date pursuant to Sections 4.09 and 4.11) over the Required
Collateral Interest 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 or deposited into the Interest Funding Account
on a prior Distribution Date, (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 or deposited into the Interest
Funding Account on a prior Distribution Date, (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 or deposited into the Interest Funding Account
on a prior Distribution Date, (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 or deposited into the Interest
Funding Account on a prior Distribution Date, (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
24
<PAGE>
due but not distributed to Class A Certificateholders or deposited to
the Interest Funding Account on a prior Distribution Date, plus the
----
amount of any Class A Additional Interest for such Distribution Date
and any Class A Additional Interest previously due but not distributed
to Class A Certificateholders or deposited to the Interest Funding
Account on a prior Distribution Date, shall be (A) deposited to the
Distribution Account for distribution to the Class A
Certificateholders if such Distribution Date is an Interest Payment
Date or (B) deposited in the Interest Funding Account if such
Distribution Date is not an Interest Payment Date, and transferred to
the Distribution Account on the next Interest Payment Date for
distribution to the Class A Certificateholders on such Interest
Payment Date;
(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 or deposited to the Interest Funding Account on a
prior Distribution Date, plus the amount of any Class B Additional
----
Interest for such Distribution Date and any Class B Additional
Interest previously due but not distributed to Class B
Certificateholders or deposited to the Interest Funding Account on a
prior Distribution Date, shall be (A) deposited to the Distribution
Account for distribution to the Class B Certificateholders if such
Distribution Date is an Interest Payment Date or (B) deposited in the
Interest Funding Account if such Distribution Date is not an Interest
Payment Date, and transferred to the Distribution Account on the next
succeeding Interest Payment Date for distribution to the Class B
Certificateholders on the such Interest Payment Date;
(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
25
<PAGE>
(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
(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 Section 4.13.
(e) On each Transfer Date with respect to the Controlled Amortization
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 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 Section 4.13 hereof.
26
<PAGE>
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 1996-2 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 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
27
<PAGE>
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
1996-2 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 1996-2, 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);
(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 or
deposited in the Interest Funding Account 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 or deposited in
the Interest Funding Account on such Transfer Date and any Class B
28
<PAGE>
Additional Interest not distributed to the Class B Certificateholders or
deposited in the Interest Funding Account 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;
(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) 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
29
<PAGE>
Finance Charge Collections and Excess Spread) shall be distributed to the
Collateral Interest Holder for application in accordance with the Loan
Agreement; and
(l) [Reserved]
(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 1996-2 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 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
-------------------------------------------
1996-2 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 1996-2 in the event that Series 1996-2 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,
30
<PAGE>
the numerator of which is the Investor Interest for Series 1996-2 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 1996-2 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
1996-2 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 1996-2 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 Amortization
Period, the excess, if any, of, prior to the date on which the Series 1996-2
Certificates are paid in full, the Controlled Distribution 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.
SECTION 4.14. Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, will determine LIBOR on the basis of the rate
for three-month United States dollar deposits that appears on Telerate Page 3750
as of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for that date will be determined on the basis of
the rates at which three-month United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market. The Trustee, or the Paying Agent on behalf
of the Trustee, will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the Servicer, at approximately 11:00 a.m., New York
City time, on that day for three-month loans in United States dollars to leading
European banks. If on the LIBOR Determination Date, the banks selected by the
Trustee are not quoting as described above, LIBOR for such Interest Period will
be LIBOR as determined on the previous LIBOR Determination Date.
31
<PAGE>
(b) On each LIBOR Determination Date, the Trustee, or the Paying
Agent on behalf of the Trustee, shall send to the Servicer by facsimile
notification of LIBOR for the following Interest Period.
SECTION 4.15. [Reserved]
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 or Distribution
Account 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.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1996-2.)
SECTION 5.01. Distributions. On each Interest Payment Date, the
-------------
Paying Agent shall (i) transfer from the Interest Funding Account amounts on
deposit in such account for deposit to the Distribution Account and (ii)
distribute (in accordance with the certificate delivered by the Servicer to the
Trustee pursuant to Section 3.04(b)) to each Series 1996-2 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 1996-2 Certificates
held by such Certificateholder and the Collateral Interest Holder) of amounts on
deposit in the Distribution Account as are payable to the Series 1996-2
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 1996-2 Certificateholder, the Rating Agency and any
Series 1996-2 Certificate Owner, upon the written request of such Series 1996-2
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):
32
<PAGE>
(i) the total amount distributed on such Distribution Date;
(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 the preceding Monthly Period and on any other Date of Processing
during such Monthly Period and allocated in respect of the Series 1996-2
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 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 the preceding Monthly Period and allocated in respect of
the Series 1996-2 Certificates;
(xiii) the Deficit Controlled Amortization Amount; and
33
<PAGE>
(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 1996-2 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1996-2 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
1996-2 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 1996-2
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 1996-2 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Amortization
Period with respect to the Series 1996-2 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 1996-2
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 1996-2
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 1996-2 Certificates evidencing Undivided Interests aggregating not
less than 50% of the Investor Interest of this Series 1996-2, and continues
to affect materially and adversely the interests of the Series 1996-2
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
34
<PAGE>
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 1996-2
Certificates evidencing Undivided Interests aggregating not less than 50%
of the Investor Interest of this Series 1996-2, and (ii) as a result of
which the interests of the Series 1996-2 Certificateholders are materially
and adversely affected and continue to be materially and adversely affected
for such period; provided, however, that a Series 1996-2 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; provided, however, that, solely for purposes of subsection
2.06(a) of the Agreement and for purposes of determining whether a Pay Out
Event under this clause (d) has occurred, amounts on deposit in the
Retention Account shall be treated as Principal Receivables in determining
whether Receivables arising under Additional Accounts are required to be
conveyed pursuant to such subsection; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1996-2 Certificates;
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 1996-2 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 1996-2 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) or (d),
a Series 1996-2 Pay Out Event shall occur without any notice or other action on
the part of the Trustee, the Enhancement Provider or the Series 1996-2
Certificateholders immediately upon the occurrence of such event.
SECTION 10. Series 1996-2 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1996-2 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1996-2 Termination Date occurs (the "Extension Date"), the right of
--------------
Series 1996-2 Certificateholders to receive payments from the Trust may, by vote
of the Holders of Series 1996-2 Certificates evidencing Undivided Interests
aggregating not less than 66 2/3% of the Investor Interest of any Class of this
Series prior to the
35
<PAGE>
Transfer Date in the month immediately preceding the month in which the
Scheduled Series 1996-2 Termination Date occurs, be extended until the earlier
of (i) the December 2002 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
1996-2 Certificate interest accrued through and including the last day of the
month preceding the month in which such Distribution Date occurs (the "Series
------
1996-2 Final Termination Date"). The Trustee shall notify the Series 1996-2
- -----------------------------
Certificateholders, by notice given by first-class mail to such Series 1996-2
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 1996-2 Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
1996-2 Certificateholders to receive payments from the Trust until the Final
Series 1996-2 Termination Date prior to the Transfer Date in the month
immediately preceding the month in which the Scheduled Series 1996-2 Termination
Date occurs, the right of the Series 1996-2 Certificateholders from the Trust
will terminate on the Scheduled Series 1996-2 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 1996-2 Certificates by the Rating
Agency will be withdrawn on the Scheduled Series 1996-2 Termination Date. In
the event that the Series 1996-2 Certificateholders of any Class vote to extend
the right of the Series 1996-2 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 1996-2
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 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 1996-2
-------------------------
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 1996-2
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 1996-2 and each Class thereof together with Holders of not less than 50%
of the investor
36
<PAGE>
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 1996-2 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 1996-2 Certificateholders or the
Collateral Interest Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1996-2 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 1996-2 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 1996-2
Certificateholders), may direct the Seller to repurchase the Series 1996-2
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 1996-2 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 1996-2 Certificates at the applicable rates through the end of the
Interest Period in which such Transfer Date occurs and all other amounts then
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 1996-2 Certificates. The
Series 1996-2 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
37
<PAGE>
the Series 1996-2 Certificateholders give notice directing the Seller to
repurchase the Series 1996-2 Certificates as provided above, the obligation of
the Seller to repurchase the Series 1996-2 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 1996-2 Certificateholders or the
Trustee on behalf of the Series 1996-2 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 1996-2 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 1996-2 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1996-2 Certificateholders may tender their Series 1996-2
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 1996-2 Certificateholders. Such notice of
exchange will specify, among other things: (a) the amount of Series 1996-2
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 1996-2 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 1996-2 Certificates,
and shall issue such Series of Investor Certificates and a new Exchangeable
Seller Certificate, each dated the Exchange Date.
38
<PAGE>
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.
39
<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 Bocchino
---------------------------
Name: Anthony Bocchino
Title: Vice President
<PAGE>
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
No. R-A-[__] $[___________]
CUSIP No. 161612 AK2
Chase Manhattan Credit Card Master Trust
Class A Floating Rate Asset Backed Certificate, Series 1996-2
Each $1,000 minimum denomination represents
-------------------------------------------
1/253,681 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 1996-2 Supplement thereto
dated as of May 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 1996-2
Certificates with the intention that the Series 1996-2 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-2 Certificateholder
(or Series 1996-2 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-2 Certificate Owner, by virtue of such Series 1996-2
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-2 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-2 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 Floating Rate Asset Backed
Certificates, Series 1996-2" (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 Floating Rate Asset-Backed Certificates, Series 1996-2"
(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 1996-2" (the "Collateral Interest" and,
collectively with the Class A Certificates and the Class B Certificates, the
"Series 1996-2 Investor Certificates"), which represents an undivided interest
in the Trust that is subordinate to the Class A Certificates and Class B
Certificates. The
A-1-2
<PAGE>
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
$253,681,000 as of May 9, 1996 (the "Closing Date"). The Initial Class B
Investor Interest is $16,318,000 as of the Closing Date. The Collateral Initial
Interest is $26,704,297 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 1996-2 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 0.08% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class A Certificate Rate"), and
will be distributed on August 15, 1996 and the 15th day of November, February
and August through and including November 1998 or with respect to any Rapid
Amortization Period, and in any event after November 1998, 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"), 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 November 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:____________________________
Frank DeGenova,
as Authorized Signatory
Dated: May 9, 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. 161612 AL0
Chase Manhattan Credit Card Master Trust
Class B Floating Rate Asset Backed Certificate, Series 1996-2
Each $1,000 minimum denomination represents
-------------------------------------------
1/16,318 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 1996-2 Supplement thereto dated as of May 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 1996-2
Certificates with the intention that the Series 1996-2 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-2 Certificateholder
(or Series 1996-2 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-2 Certificate Owner, by virtue of such Series 1996-2
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-2 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-2 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 Floating Rate Asset Backed
Certificates, Series 1996-2" (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 Floating Rate Asset-Backed Certificates, Series 1996-2" (the "Class A
Certificates"), which
A-2-2
<PAGE>
represent an undivided interest in the Trust senior to the Class B Certificates,
and the "Chase Manhattan Credit Card Master Trust Collateral Interest, Series
1996-2" (the "Collateral Interest" and, collectively with the Class A
Certificates and the Class B Certificates, the "Series 1996-2 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 $253,681,000 as of May 9,
1996 (the "Closing Date"). The Initial Class B Investor Interest is $16,318,000
as of the Closing Date. The Collateral Initial Interest is $26,704,297 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 1996-2 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 0.16% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class B Certificate Rate"), and
will be distributed on August 15, 1996 and the 15th day of November, February
and August through and including November 1998 or with respect to any Rapid
Amortization Period, and in any event after November 1998, 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"), 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 December 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
A-2-3
<PAGE>
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:___________________________
Frank DeGenova,
as Authorized Signatory
Dated: May 9, 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 1996-2
_______________________________
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 1996-2 Supplement, dated as of May 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 the Interest Funding
Account] and Available Principal Funds from the Principal Account, to make the
following distributions:
B-1
<PAGE>
A) [To the Distribution Account for payment to the Class A
Certificateholders] [For deposit into the Interest
Funding Account], 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] [For deposit into the Interest Funding
----------------------------------------------------------
Account], 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 .... $______
B-2
<PAGE>
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 Distribution Account for payment to the appropriate
----------------------------------------------------------
parties, Pursuant to Section 4.08(e):
-------------------------------------
(1) The amount of Class A Monthly Principal ............. $_____
(2) The amount of Class B Monthly Principal ............. $_____
B-3
<PAGE>
(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 1996-2 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 ............................................... $______
B-4
<PAGE>
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 not available
from Collateral Available Funds ..................... $______
(2) Collateral Additional Interest overdue and unpaid
not available from Collateral Available Funds ....... $______
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) .............................. $______
B-5
<PAGE>
K) To the Collateral Interest Holder for application,
--------------------------------------------------
Pursuant to the Loan Agreement Pursuant to
------------------------------------------
Section 4.10(k):
---------------
(1) All other amounts payable under the Loan Agreement
out of Excess Spread and Excess Finance Change
Collections $______
L) 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 1996-2 Collection Subaccount on ________, ____,
which is a TranAsfer 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:
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 ........................................ $______
B-6
<PAGE>
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.......................................... $______
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 1996-2
___________________________________
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 1996-2 Supplement dated as of May 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 1996-2 Certificateholders and the performance of
the Chase Manhattan Credit Card Master Trust (the "Trust") and the Series 1996-2
Class A Certificates and Series 1996-2 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
1996-2 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] [deposit into the
Interest Funding Account] to Series 1996-2
Certificateholders on the Distribution Date per $1,000
original certificate principal amount
(1) Class A Certificateholders........................... $______
(2) Class B Certificateholders........................... $______
C-1
<PAGE>
B) The amount of the [distribution] [deposit] set forth in
paragraph 1 above in respect of principal of the 1996-2
Certificates, per $1,000 original certificate principal
amount
(1) Class A Certificateholders........................... $______
(2) Class B Certificateholders........................... $______
C) The amount of the [distribution] [deposit] set forth in
paragraph 1 above in respect of interest on the 1996-2
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
1996-2 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 1996-2
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 1996-2
Certificates ........................................ $_______
B) Deficit Controlled Amortization Amount .................... $_______
--------------------------------------
C-2
<PAGE>
C) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
(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 1996-2,
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 ................. _______%
C-3
<PAGE>
D) Portfolio Yield and Base Rate
-----------------------------
(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 ..............................
_______%
E) 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:
<TABLE>
<CAPTION>
Aggregate As a Percentage
Account of Aggregate
Balance Receivables
<S> <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>
F) 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 1996-2 Aggregate Investor Default Amount") .. $_______
(2) The portion of the Series 1996-2 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the "Class A Investor Default Amount") .... $_______
(3) The portion of the Series 1996-2 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the "Class B Investor Default Amount") .... $_______
(4) The portion of the Series 1996-2 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the "Collateral Investor Default Amount").. $_______
(5) The annualized investor default percentage ((Series
1996-2 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 ............................................. _______%
G) 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 in paragraph G(2) above, per $1,000 original
Class A Certificate principal amount ................ $_______
C-5
<PAGE>
(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 ......................................... $_______
H) 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 1996-2 Certificates $_______
I) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal Collections during
the preceding Monthly Period which were allocated to the
Series 1996-2 Certificates ............................... $_______
J) 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 .............. $_______
C-6
<PAGE>
(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 ..................................... $_______
K) 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 ...................................... $_______
L) Collateral Interest
-------------------
(1) The Available Collateral Interest, as of the close of
Transfer Date for the preceding Monthly Period was
equal to ............................................ $_______
M) 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 ....................................... $_______
C-7
<PAGE>
THE CHASE MANHATTAN BANK (USA),
Servicer
By:____________________________
Name:
Title:
C-8
<PAGE>
EXHIBIT D
---------
Schedule 1996-2 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 1996-2
___________________________________
For the ____________________ Determination Date
For the ____________________ Monthly Period
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 1996-2 was equal ............. $_______
(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 1996-2 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 1996-2 (the "Estimated
Collections of Billed Finance Charge Receivables") was equal to $_______
D-1
<PAGE>
(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 1996-2 (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 1996-2, 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 1996-2 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 1996-2 (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 1996-2 following
this Determination Date, after giving effect to the payments and transfers
in Items 3(a) and 3(b), will be $__________
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
1996-2, 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 $__________.
5. The aggregate amount of funds on deposit in the Series 1996-
2 Collection Subaccount as of the end of the last day of such Monthly
Period was equal to ................................................ $_______
D-2
<PAGE>
6. The aggregate amount of funds on deposit in the Retention
Subaccount relating to Series 1996-2 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 1996-2 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
1996-2 Certificates] [the Retention subaccount relating to the Series
1996-2 Certificates] is equal to ................................... $_______
9. The sum of all amounts payable to the Investor
Certificateholders of Series 1996-2 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 1996-2 Pay Out Event or Trust Pay Out Event has
occurred.] [The following [Series 1996-2 Pay Out Event] [Trust Pay Out
Event] has occurred: ______________________________.]
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
D-4
<PAGE>
Exhibit 4.8
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
_______________________
AMENDED AND RESTATED
SERIES 1996-3 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full
the Series 1996-3 Supplement, Dated as of June 1, 1996
to the
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> <C>
SECTION 1. Designation..................................................... 1
SECTION 2. Definitions..................................................... 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts............................. 16
SECTION 4. Reassignment and Transfer Terms................................. 16
SECTION 5. Delivery and Payment for the Class A Certificates and the
Class B Certificates............................................ 16
SECTION 6. Depositary; Form of Delivery of Class A and Class B Certificates 17
SECTION 7. Enhancement..................................................... 17
SECTION 8. Article IV of Agreement......................................... 17
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders........................... 17
SECTION 4.02B. The Series 1996-3 Collection Subaccount......................... 18
SECTION 4.03. Establishment of Series 1996-3 Investor Accounts................ 19
SECTION 4.04. Allocations..................................................... 20
SECTION 4.05. Determination of Monthly Interest............................... 25
SECTION 4.06. Determination of Monthly Principal.............................. 26
SECTION 4.07. Required Amount................................................. 27
SECTION 4.08. Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available
Principal Collections........................................... 27
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs......................... 30
SECTION 4.10. Excess Spread; Excess Finance Charge Collections................ 31
SECTION 4.11. Reallocated Principal Collections............................... 33
SECTION 4.12. Group One Excess Finance Charge Collections..................... 34
SECTION 4.13. Shared Principal Collections.................................... 34
SECTION 4.14. Principal Funding Account....................................... 35
SECTION 4.15. Reserve Account................................................. 35
SECTION 4.16. Time of Deposits and Withdrawals................................ 36
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions................................................... 37
SECTION 5.02. Monthly Certificateholders' Statement........................... 37
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
Page
----
OTHER SERIES PROVISIONS
<S> <C>
SECTION 9. Series 1996-3 Pay Out Events......................................... 39
SECTION 10. Series 1996-3 Termination............................................ 40
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing Agreement.... 41
SECTION 12. Ratification and Reaffirmation of Representations and Warranties .... 41
SECTION 13. Rights Under Section 9.02............................................ 41
SECTION 14. No Subordination..................................................... 42
SECTION 15. Repurchase of the Series 1996-3 Certificates......................... 42
SECTION 16. Counterparts......................................................... 43
SECTION 17. Additional Covenants of the Trustee.................................. 43
SECTION 18. Third-Party Beneficiaries............................................ 43
SECTION 19. Series 1996-3 Investor Exchange...................................... 43
SECTION 20. Servicing Compensation............................................... 44
SECTION 21. Governing Law........................................................ 44
SECTION 22. Notices.............................................................. 44
</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>
AMENDED AND RESTATED SERIES 1996-3 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the Series 1996-3 Supplement, dated as of June 1, 1996,
among the parties in the preceding sentence.
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, in the case of any
------------------------------------
Monthly Period, 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
2
<PAGE>
on the Transfer Date following such Monthly Period pursuant to the fourth
paragraph of subsection 4.02(a)) plus 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, in the case of any
-------------------------------
Monthly Period, 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
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a)) plus 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.
3
<PAGE>
"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.
-----------
"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.
4
<PAGE>
"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.
"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
5
<PAGE>
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).
"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).
6
<PAGE>
"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 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).
7
<PAGE>
"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.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"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).
"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).
8
<PAGE>
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
"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 close of business on 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 such day
and (y) the sum of the numerators used to calculate the floating allocation
percentages for all Series then outstanding.
9
<PAGE>
"Group One" shall mean Series 1996-3 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"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 Monthly Period, the
-----------------------
product of the Floating Allocation Percentage for such Monthly Period times the
amount of Receivables in Defaulted Accounts which in such Monthly Period 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.
10
<PAGE>
"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
"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).
"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 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
11
<PAGE>
(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 close of business on 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 such day 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 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.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.11.
"Qualified Trust Institution" shall have the same meaning as
-----------------------------
"Qualified Institution."
12
<PAGE>
"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 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
13
<PAGE>
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.
"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 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).
14
<PAGE>
"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.
"Series 1996-3 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"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.
15
<PAGE>
"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.
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.
16
<PAGE>
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:
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 and the Series
1996-3 Collection 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
17
<PAGE>
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
or the Principal 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 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 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.
18
<PAGE>
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 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.
19
<PAGE>
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) [Reserved].
(b) [Reserved].
(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 or the Retention 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).
(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
20
<PAGE>
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 "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 or Accumulation 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 Processing (or at the close of business on the last Business
day of such Monthly Period, as applicable) the amount then on deposit in
the Retention Account is less than the Required Retention Amount, the
Servicer shall, after giving effect to the transfer of the Excess Amount
required by the preceding proviso, deposit in the Retention Account an
amount equal to the amount otherwise payable to the Holder of the
Exchangeable Seller Certificate pursuant to this clause 4.04(c)(iii).
(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, the Servicer shall
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
21
<PAGE>
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.
(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);
(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
22
<PAGE>
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
"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. 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 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 (or at the close of business on the last day of
the Monthly Period, as applicable) the amount then on deposit in the
Retention Account is less than the Required Retention Amount, the Servicer
shall, after giving effect to the transfer of the Controlled Excess Amount
referred to in the preceding sentence deposit in the Retention Account 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
23
<PAGE>
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).
(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.
24
<PAGE>
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 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
25
<PAGE>
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").
- --------
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.
26
<PAGE>
(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 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
27
<PAGE>
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 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.
28
<PAGE>
(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
(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.
29
<PAGE>
(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 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
30
<PAGE>
(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 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:
31
<PAGE>
(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);
(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
32
<PAGE>
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;
(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
33
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(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 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
34
<PAGE>
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.
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
35
<PAGE>
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.
(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 or Distribution
Account shall be deemed to occur when the
36
<PAGE>
instructions with respect to such deposit, withdrawal, transfer or other payment
have been transmitted over the applicable automated payment system.
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;
(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;
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<PAGE>
(iv) the amount of Collections of Principal Receivables processed
during the preceding Monthly Period and on any other Date of Processing
during such Monthly Period 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 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 the preceding Monthly Period 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
38
<PAGE>
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 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
39
<PAGE>
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; provided, however, that, solely for purposes of subsection
2.06(a) of the Agreement and for purposes of determining whether a Pay Out
Event under this clause (d) has occurred, amounts on deposit in the
Retention Account shall be treated as Principal Receivables in determining
whether Receivables arising under Additional Accounts are required to be
conveyed pursuant to such subsection; 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.
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
40
<PAGE>
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 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
41
<PAGE>
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
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
42
<PAGE>
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 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.
43
<PAGE>
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.
44
<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
/s/ Keith Schuck
By: ________________________
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee
/s/ Anthony Bocchino
By: _________________________
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
to B Certificates"), which represent an undivided interest in the Trust
subordinate 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
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>
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 accured but not paid..... $_______
B-2
<PAGE>
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.............. $_______
(2) The amount of Class B Monthly Principal.............. $_______
B-3
<PAGE>
(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 Principle
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........... $_______
B-4
<PAGE>
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)......................................... $_______
B-5
<PAGE>
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:
B-6
<PAGE>
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.......................................... $_______
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>
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 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 1996-3
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......................................... $________
B) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
C-2
<PAGE>
(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 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.................. _______%
C-3
<PAGE>
C) Portfolio Yield and Base Rate
-----------------------------
(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
-------------------
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>
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
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 in paragraph G(2) above, per $1,000 original
Class A Certificate principal amount................. $________
C-5
<PAGE>
(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............... $________
C-6
<PAGE>
(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.................................................... $________
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
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................................................... $________
D-1
<PAGE>
(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 $__________
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>
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: ______________________________.]
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
D-4
<PAGE>
Exhibit 4.9
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
____________________
AMENDED AND RESTATED
SERIES 1996-4 SUPPLEMENT
Dated as of July 1, 1996
amending and restating in full the Series 1996-4
Supplement, dated June 1, 1996, to the
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
</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>
AMENDED AND RESTATED SERIES 1996-4 SUPPLEMENT, dated as of July 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. This agreement amends
and restates in full the Series 1996-4 Supplement, dated as of June 1, 1996,
among the parties listed in the preceding sentence.
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 in the case of any
------------------------------------
Monthly Period 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
2
<PAGE>
on the Transfer Date following such Monthly Period pursuant to the fourth
paragraph of subsection 4.02(a)) plus 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 in the case of any
-------------------------------
Monthly Period 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
Account on the Transfer Date following such Monthly Period pursuant to the
fourth paragraph of subsection 4.02(a)) plus 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.
3
<PAGE>
"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.
-----------
"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.
4
<PAGE>
"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.
"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
5
<PAGE>
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).
"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).
6
<PAGE>
"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 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).
7
<PAGE>
"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.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"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).
"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).
8
<PAGE>
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
"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 close of business on 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 such day
and (y) the sum of the numerators used to calculate the floating allocation
percentages for all Series then outstanding.
9
<PAGE>
"Group One" shall mean Series 1996-4 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"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 Monthly Period, the
-----------------------
product of the Floating Allocation Percentage for such Monthly Period times the
amount of Receivables in Defaulted Accounts which in such Monthly Period 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.
10
<PAGE>
"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.
"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).
"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 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
11
<PAGE>
(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 close of business on 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 such day 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.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.11.
"Qualified Trust Institution" shall have the same meaning as
---------------------------
"Qualified Institution."
12
<PAGE>
"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 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
13
<PAGE>
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.
"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 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).
14
<PAGE>
"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.
"Series 1996-4 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"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.
15
<PAGE>
"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.
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.
16
<PAGE>
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:
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 and the Series
1996-4 Collection 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
17
<PAGE>
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
or the Principal 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 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 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.
18
<PAGE>
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 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.
19
<PAGE>
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) [Reserved].
(b) [Reserved].
(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 or the Retention 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).
(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
20
<PAGE>
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 "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 or Accumulation 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
Processing (or at the close of business on the last Business day of such
Monthly Period, as applicable) the amount then on deposit in the Retention
Account is less than the Required Retention Amount, the Servicer shall,
after giving effect to the transfer of the Excess Amount required by the
preceding proviso, deposit in the Retention Account an amount equal to the
amount otherwise payable to the Holder of the Exchangeable Seller
Certificate pursuant to this clause 4.04(c)(iii).
(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, the Servicer shall
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
21
<PAGE>
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.
(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);
(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
22
<PAGE>
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 "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. 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 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 (or at the close of business on the last day of the Monthly
Period, as applicable) the amount then on deposit in the Retention Account
is less than the Required Retention Amount, the Servicer shall, after
giving effect to the transfer of the Controlled Excess Amount referred to
in the preceding sentence, deposit in the Retention Account 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, the Servicer shall
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.
(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
23
<PAGE>
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 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.
24
<PAGE>
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 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").
- --------
25
<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
26
<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
27
<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
28
<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
29
<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
30
<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);
31
<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;
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<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
33
<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.
34
<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.
35
<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 or Distribution
Account 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.
36
<PAGE>
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;
(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 the preceding Monthly Period 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
37
<PAGE>
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 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 the preceding Monthly Period 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.
38
<PAGE>
(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 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
39
<PAGE>
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, provided, however, that, solely for purposes of subsection
-------- -------
2.06(a) of the Agreement and for purposes of determining whether a Pay Out
Event under this clause (d) has occurred, amounts on deposit in the
Retention Account shall be treated as Principal Receivables in determining
whether Receivables arising under Additional Accounts are required to be
conveyed pursuant to such subsection; 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.
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
- ------------
40
<PAGE>
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 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
-------------------------
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
41
<PAGE>
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
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
42
<PAGE>
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 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
---------------------
43
<PAGE>
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.
44
<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
/s/ Keith Schuck
By:___________________________
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee
/s/ Anthony Bocchino
By:____________________________
Name: Anthony 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
and reivables 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 forall 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 exchange 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>
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 Dis-
tribution 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..... $_______
B-2
<PAGE>
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.............. $_______
(2) The amount of Class B Monthly Principal............ $_______
B-3
<PAGE>
(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 1996-4 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
$_______
B-4
<PAGE>
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)......................................... $_______
B-5
<PAGE>
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 1996-4 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.
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:
B-6
<PAGE>
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.......................................... $_______
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)
--------------------------------------------------------------
A) The total amount of the distribution Principal Funding
Account to Series 1996-4 Certificateholders on the Date
per $1,000 original certificate principal amount
(1) Class A Certificateholders........................... $_______
(2) Class B Certificateholders........................... $_______
C-1
<PAGE>
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......................................... $_______
B) Principal Receivables in the Trust and Allocation
-------------------------------------------------
Percentages
-----------
C-2
<PAGE>
(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,
any 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)....................................... ________%
(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 above...................................... ________%
(6) The Collateral Interest set forth in paragraph
C(2) (d) above as a percentage of the aggregate
amount of Principal Receivable 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.................. ________%
C-3
<PAGE>
C) Portfolio Yield and Base Rate
-----------------------------
(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
-------------------
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>
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 in paragraph G(2) above, per $1,000 original
Class A Certificate principal amount................. $_______
C-5
<PAGE>
(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............... $_______
C-6
<PAGE>
(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.................................................... ________
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
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................................................... $_______
D-1
<PAGE>
(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/].
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 $__________
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........................................................ $_______
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>
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: ______________________________.]
D-3
<PAGE>
END NOTES
- ---------
1. Applicable to the Montly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
D-4
