UNITED STATES
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): October 8, 1996
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Exact Name of registrant specified in its charter)
(Originator of the Chase Credit Card Master Trust)
United States 333-04607 22-2382028
- ------------- --------- ----------
(State or other (Commission File (I.R.S. employer
Jurisdiction of Number) Identification No.)
Incorporation)
802 Delaware Avenue
Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 575-5000
<PAGE>
Item 5. Other Events
On October 8, 1996, the Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996 (the "Second Amended and
Restated Pooling and Servicing Agreement"), among Chase Manhattan Bank USA,
National Association ("Chase USA"), as Transferor on and after June 1, 1996,
The Chase Manhattan Bank ("CMB"), as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee (the "Trustee"), was executed
and delivered by the respective parties thereto. On November 6, 1996, the
Underwriting Agreement, dated as of November 6, 1996 (the "Underwriting
Agreement"), among Chase USA, as Transferor, CMB, as Servicer, and Chase
Securities Inc. ("CSI"), as Underwriter and as Representative of the
Underwriters named in Schedule I to the applicable Terms Agreement (as defined
in the Underwriting Agreement), was executed and delivered by the respective
parties thereto. On November 14, 1996, the Series 1996-4 Supplement to the
Second Amended and Restated Pooling and Servicing Agreement, dated as of
November 14, 1996, among Chase USA, as Transferor on and after June 1, 1996,
CMB, as Transferor prior to June 1, 1996 and as Servicer, and the Trustee, was
executed and delivered by the respective parties thereto.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
Exhibits
4.1 Second Amended and Restated Pooling and Servicing Agreement, dated as
of September 1, 1996, among Chase USA, as Transferor on and after June
1, 1996, CMB, as Transferor prior to June 1, 1996 and as Servicer, and
the Trustee.
4.2 Underwriting Agreement, dated as of November 6, 1996, among Chase USA,
as Transferor, CMB, as Servicer, and CSI, as Underwriter and as
Representative of the Underwriters.
4.3 Series 1996-4 Supplement, dated as of November 14, 1996, to the Second
Amended and Restated Pooling and Servicing Agreement, among Chase USA,
as Transferor on and after June 1, 1996, CMB, as Transferor prior to
June 1, 1996 and as Servicer, and the Trustee.
<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,
as Servicer
By: /s/ Richard L. Craig
Name: Richard L. Craig
Title: Managing Director
Date: January 24, 1997
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------ -------
4.1 Second Amended and Restated Pooling and
Servicing Agreement, dated as of September
1, 1996, among Chase USA, as Transferor on
and after June 1, 1996, CMB, as Transferor
prior to June 1, 1996 and as Servicer, and
the Trustee.
4.2 Underwriting Agreement, dated as of November
6, 1996, among Chase USA, as Transferor,
CMB, as Servicer, and CSI, as Underwriter
and as Representative of the Underwriters.
4.3 Series 1996-4 Supplement, dated as of
November 14, 1996, to the Second Amended and
Restated Pooling and Servicing Agreement,
among Chase USA, as Transferor on and after
June 1, 1996, CMB, as Transferor prior to
June 1, 1996 and as Servicer, and the
Trustee.
Exhibit 4.1
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chemical Master Credit Card Trust I
_________________________________
SECOND AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS . . . . . . . . . . . . . 1
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Other Definitional Provisions . . . . . . . . . . . . . . . 20
ARTICLE II
CONVEYANCE OF RECEIVABLES;
ISSUANCE OF CERTIFICATES . . . . . . . . . . 22
Section 2.1 Conveyance of Receivables . . . . . . . . . . . . . . . . . 22
Section 2.2 Acceptance by Trustee . . . . . . . . . . . . . . . . . . . 23
Section 2.3 Representations and Warranties of the Transferor . . . . . . 24
Section 2.4 Representations and Warranties of the Transferor Relating
to the Agreement and the Receivables . . . . . . . . . . . 26
Section 2.5 Covenants of the Transferor . . . . . . . . . . . . . . . . 31
Section 2.6 Addition of Accounts . . . . . . . . . . . . . . . . . . . . 33
Section 2.7 Removal of Accounts . . . . . . . . . . . . . . . . . . . . 36
Section 2.8 Discount Option . . . . . . . . . . . . . . . . . . . . . . 37
ARTICLE III
ADMINISTRATION AND SERVICING
OF RECEIVABLES . . . . . . . . . . . . . 39
Section 3.1 Acceptance of Appointment and Other Matters Relating to
the Servicer . . . . . . . . . . . . . . . . . . . . . . 39
Section 3.2 Servicing Compensation . . . . . . . . . . . . . . . . . . . 41
Section 3.3 Representations and Warranties of the Servicer . . . . . . . 41
Section 3.4 Reports and Records for the Trustee . . . . . . . . . . . . 43
Section 3.5 Annual Servicer's Certificate . . . . . . . . . . . . . . . 43
Section 3.6 Annual Independent Accountants' Servicing Report . . . . . . 44
Section 3.7 Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . 44
Section 3.8 Notices to the Transferor . . . . . . . . . . . . . . . . . 45
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS . . . . . . . . . 46
Section 4.1 Rights of Certificateholders . . . . . . . . . . . . . . . . 46
Section 4.2 Establishment of Accounts . . . . . . . . . . . . . . . . . 46
Section 4.3 Collections and Allocations . . . . . . . . . . . . . . . . 48
Section 4.4 Allocations During Funding Period . . . . . . . . . . . . . . 50
Section 4.5 Certain Fees . . . . . . . . . . . . . . . . . . . . . . . . 50
ARTICLE V
[ARTICLE V IS RESERVED AND SHALL
BE SPECIFIED IN ANY SUPPLEMENT
WITH RESPECT TO ANY SERIES] . . . . . . . . . 52
ARTICLE VI
THE CERTIFICATES . . . . . . . . . . . . 53
Section 6.1 The Certificates . . . . . . . . . . . . . . . . . . . . . 53
Section 6.2 Authentication of Certificates . . . . . . . . . . . . . . 53
Section 6.3 Registration of Transfer and Exchange of Certificates . . 54
Section 6.4 Mutilated, Destroyed, Lost or Stolen Certificates . . . . 56
Section 6.5 Persons Deemed Owners . . . . . . . . . . . . . . . . . . 57
Section 6.6 Appointment of Paying Agent . . . . . . . . . .. . . . . . 57
Section 6.7 Access to List of Certificateholders' Names and Addresses 58
Section 6.8 Authenticating Agent . . . . . . . . . . . . . . . . . . . 59
Section 6.9 Tender of Transferor Certificate . . . . . . . . . . . . . 60
Section 6.10 Book-Entry Certificates . . . . . . . . . . . . . . . . . . 62
Section 6.11 Notices to Clearing Agency . . . . . . . . . . . . . . . . 63
Section 6.12 Definitive Certificates . . . . . . . . . . . . . . . . . . 63
Section 6.13 Global Certificate . . . . . . . . . . . . . . . . . . . . 64
Section 6.14 Meetings of Certificateholders . . . . . . . . . . . . . . 64
ARTICLE VII
OTHER MATTERS RELATING
TO THE TRANSFEROR . . . . . . . . . . . . 65
Section 7.1 Liability of the Transferor . . . . . . . . . . . . . . . . 65
<PAGE>
Section 7.2 Merger or Consolidation of, or Assumption of the
Obligations of, the Transferor . . . . . . . . . . . . . . 65
Section 7.3 Limitation of Liability . . . . . . . . . . . . . . . . . . 66
Section 7.4 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 66
ARTICLE VIII
OTHER MATTERS RELATING
TO THE SERVICER . . . . . . . . . . . . 68
Section 8.1 Liability of the Servicer . . . . . . . . . . . . . . . . . 68
Section 8.2 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer . . . . . . . . . . . . . . . 68
Section 8.3 Limitation of Liability of the Servicer and Others . . . . . 68
Section 8.4 Servicer Indemnification of the Trust and the Trustee . . . 69
Section 8.5 The Servicer Not to Resign . . . . . . . . . . . . . . . . . 70
Section 8.6 Access to Certain Documentation and Information Regarding
the Receivables . . . . . . . . . . . . . . . . . . . . . 70
Section 8.7 Delegation of Duties . . . . . . . . . . . . . . . . . . . . 70
Section 8.8 Examination of Records . . . . . . . . . . . . . . . . . . . 70
ARTICLE IX
PAY OUT EVENTS . . . . . . . . . . . . . 72
Section 9.1 Pay Out Events . . . . . . . . . . . . . . . . . . . . . . . 72
Section 9.2 Additional Rights Upon the Occurrence of Certain Events . . 72
ARTICLE X
SERVICER DEFAULTS . . . . . . . . . . . . 74
Section 10.1 Servicer Defaults . . . . . . . . . . . . . . . . . . . . . 74
Section 10.2 Trustee to Act; Appointment of Successor . . . . . . . . . 76
Section 10.3 Notification to Certificateholders . . . . . . . . . . . . 78
Section 10.4 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . 78
ARTICLE XI
THE TRUSTEE . . . . . . . . . . . . . 79
Section 11.1 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . 79
Section 11.2 Certain Matters Affecting the Trustee . . . . . . . . . . . 80
<PAGE>
Section 11.3 Trustee Not Liable for Recitals in Certificates . . . . . . 82
Section 11.4 Trustee May Own Certificates . . . . . . . . . . . . . . . 82
Section 11.5 The Servicer to Pay Trustee's Fees and Expenses . . . . . . 82
Section 11.6 Eligibility Requirements for Trustee . . . . . . . . . . . 82
Section 11.7 Resignation or Removal of Trustee . . . . . . . . . . . . . 83
Section 11.8 Successor Trustee . . . . . . . . . . . . . . . . . . . . . 83
Section 11.9 Merger or Consolidation of Trustee . . . . . . . . . . . . 84
Section 11.10 Appointment of Co-Trustee or Separate Trustee . . . . . . 84
Section 11.11 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . 85
Section 11.12 Trustee may Enforce Claims Without Possession of
Certificates . . . . . .. . . . . . . . . . . . . . . . 86
Section 11.13 Suits for Enforcement . . . . . . . . . . . . . . . . . . 86
Section 11.14 Rights of Certificateholders to Direct Trustee . . . . . . 86
Section 11.15 Representations and Warranties of Trustee . . . . . . . . 87
Section 11.16 Maintenance of Office or Agency . . . . . . . . . . . . . 87
ARTICLE XII
TERMINATION . . . . . . . . . . . . . 88
Section 12.1 Termination of Trust . . . . . . . . . . . . . . . . . . . 88
Section 12.2 Optional Purchase . . . . . . . . . . . . . . . . . . . . . 89
Section 12.3 Final Payment with Respect to any Series . . . . . . . . . 89
Section 12.4 Termination Rights of Holder of Transferor Certificate . . 90
Section 12.5 Defeasance . . . . . . . . . . . . . . . . . . . . . . . . 91
ARTICLE XIII
MISCELLANEOUS PROVISIONS . . . . . . . . . . 93
Section 13.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 13.2 Protection of Right, Title and Interest to Trust . . . . . 94
Section 13.3 Limitation on Rights of Certificate . . . . . . . . . . . . 95
Section 13.4 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 96
Section 13.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 96
<PAGE>
Section 13.6 Severability of Provisions . . . . . . . . . . . . . . . . 97
Section 13.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . 97
Section 13.8 Certificates Non-Assessable and Fully Paid . . . . . . . . 97
Section 13.9 Further Assurances . . . . . . . . . . . . . . . . . . . . 97
Section 13.10 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . 97
Section 13.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . 97
Section 13.12 Third-Party Beneficiaries . . . . . . . . . . . . . . . . 97
Section 13.13 Actions by Certificateholders . . . . . . . . . . . . . . 98
Section 13.14 Rule 144A Information . . . . . . . . . . . . . . . . . . 98
Section 13.15 Merger and Integration . . . . . . . . . . . . . . . . . . 98
Section 13.16 Headings . . . . . . . . . . . . . . . . . . . . . . . . . 98
<PAGE>
EXHIBITS
Exhibit A Form of Transferor Certificate
Exhibit B Form of Assignment of Receivables in Additional
Accounts
Exhibit C Form of Monthly Servicer's Certificate
Exhibit D Form of Annual Servicer's Certificate
Exhibit E Form of Opinion of Counsel Regarding Additional
Accounts
Exhibit F Form of Annual Opinion of Counsel
Exhibit G Form of Reassignment of Receivables
Exhibit H Form of Reconveyance of Receivables
SCHEDULES
Schedule 1 List of Accounts [Deemed Incorporated]
<PAGE>
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as
of September 1, 1996, by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, a banking corporation organized and existing under the laws of the
United States (formerly known as The Chase Manhattan Bank (USA)), as Transferor
on and after June 1, 1996, THE CHASE MANHATTAN BANK, a banking corporation
organized and existing under the laws of the State of New York (formerly known
as Chemical Bank), as Transferor prior to June 1, 1996 and as Servicer, and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee.
WHEREAS, The Chase Manhattan Bank, as Transferor and Servicer, and
the Trustee are parties to a Pooling and Servicing Agreement, dated as of
October 19, 1995 (the "Original Pooling and Servicing Agreement");
WHEREAS, all of the parties hereto are parties to an Amended and
Restated Pooling and Servicing Agreement, dated as of June 1, 1996 (the
"Amended Pooling and Servicing Agreement"), which amended and restated the
Original Pooling and Servicing Agreement in its entirety); and
WHEREAS, the parties desire to amend and restate the Amended Pooling
and Servicing Agreement to read in its entirety as set forth below;
NOW, THEREFORE, pursuant to Section 13.1(b) of the Amended Pooling
and Servicing Agreement, the parties hereto hereby agree that effective on and
as of the date hereof, the Amended Pooling and Servicing Agreement is hereby
amended to read in its entirety as follows:
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 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:
"Account Information" shall have the meaning specified in subsection
2.2(b).
"Account" shall mean each VISA (Registered Trademark) and MasterCard
(Registered Trademark)<F1> credit card account established pursuant to a
Credit Card Agreement between the Transferor and any Person identified by
account number and by the Receivable balance as of the Cut-Off Date and as of
each Addition Date in each computer file or microfiche list delivered to the
Trustee by the Transferor pursuant to Section 2.1 or 2.6. The definition of
Account shall include each Transferred Account. The term "Account" shall be
deemed to refer to an Additional Account only from and after the Addition Date
with respect thereto, and the term "Account" shall be deemed to refer to any
Removed Account only prior to the Removal Date with respect thereto.
"Accumulation Period" shall mean, with respect to any Series, or any Class
within a Series, a period following the Revolving Period during which
Collections of Principal Receivables are accumulated in an account for the
benefit of the Investor Certificateholders of a Series, or a Class within such
<PAGE>
Series, which shall be the controlled accumulation period, the rapid
accumulation period or other accumulation period, in each case as defined with
respect to such Series in the related Supplement.
"Addition Date" shall mean each date as of which Additional Accounts will
be included as Accounts pursuant to Section 2.6.
"Additional Accounts" shall have the meaning specified in subsection
2.6(a).
"Affiliate" of any Person shall mean any other Person controlling,
controlled by or under common control with such Person.
"Aggregate Investor Default Amount" shall have, with respect to any Series
of Certificates, the meaning stated in the related Supplement.
"Aggregate Investor Interest" shall mean, as of any date of determination,
the sum of the Investor Interests of all Series of Certificates issued and
outstanding on such date of determination.
"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 all Series of Certificates issued and outstanding on such date
of determination; provided, however, that the Aggregate Investor Percentage
shall not exceed 100%.
"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, or any Class
within a Series, a period following the Revolving Period during which principal
is distributed to Investor Certificateholders, which shall be the controlled
amortization period, the principal amortization period, the rapid amortization
period, or other amortization 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 applicable to each Account for annual membership fees or similar
terms.
"Applicants" shall have the meaning specified in Section 6.7.
"Appointment Day" shall have the meaning specified in subsection 9.2(a).
"Assignment" shall have the meaning specified in subsection 2.6(c)(ii).
"Authorized Newspaper" shall mean a newspaper of general circulation in
the Borough of Manhattan, The City of New York printed in the English language
and customarily published on each Business Day, whether or not published on
Saturdays, Sundays and holidays.
"Average Principal Receivables" shall mean, for any period, an amount
equal to (a) the sum of the aggregate amount of Principal Receivables at the
end of each day during such period divided by (b) the number of days in such
period.
<PAGE>
"Bank Portfolio" shall mean the MasterCard and VISA accounts owned by the
Transferor.
"Bankruptcy Code" shall mean the United States federal Bankruptcy Code,
Title 11 of the United States Code, as amended.
"Base Rate" shall have the meaning, with respect to any Series, specified
in the related Supplement.
"Bearer Certificates" shall have the meaning specified in Section 6.1.
"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.
"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 6.10;
provided, however 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 (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 applicable to each Account for cash advance fees or similar terms.
"Cedel" shall mean Cedel Bank, societe anonyme.
"Certificate" shall mean any one of the Investor Certificates of any
Series or the Transferor Certificate.
"Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register and, if applicable, the
holder of any Bearer Certificate or Coupon, as the case may be.
"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 this Agreement.
<PAGE>
"Certificate Rate" shall mean, with respect to any Series of Certificates
(or, for any Series with more than one Class, for each Class of such Series),
the percentage (or formula on the basis of which such rate shall be determined)
stated in the related Supplement.
"Certificate Register" shall mean the register maintained pursuant to
Section 6.3, providing for the registration of the Certificates and transfers
and exchanges thereof.
"Chase Account" shall mean any Account included in the Trust Portfolio
pursuant to that certain Assignment No. 2 of Receivables in Additional
Accounts, dated as of September 1, 1996, among Chase Bank, Chase USA and the
Trustee, and any other Accounts originated by Chase USA and assigned to the
Trust Portfolio.
"Chase Bank" shall mean The Chase Manhattan Bank, a banking corporation
organized and existing under the laws of the State of New York.
"Chase Corporate Trust Office" shall mean the principal office of Chase
Bank 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 270 Park Avenue, New York, New York 10017.
"Chase Portfolio Account" shall mean a MasterCard or VISA account owned by
Chase USA which is not processed by FDR.
"Chase USA" shall mean Chase Manhattan Bank USA, National Association, a
banking corporation organized and existing under the laws of the United States
and having its headquarters in the City of Wilmington, State of Delaware.
"Chemical Account" shall mean any Account other than a Chase Account.
"Chemical Portfolio Account" shall mean any Mastercard or VISA account
owned by the Transferor other than a Chase Portfolio Account.
"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 or Foreign Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency or Foreign Clearing Agency.
"Closing Date" shall mean, with respect to any Series, the date of
issuance of such Series of Certificates, as specified in the related
Supplement.
"Collateral Interest" shall have the meaning, with respect to any Series,
specified in the related Supplement.
"Collection Account" shall have the meaning specified in subsection
4.2(a).
<PAGE>
"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. 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 (if any) and the amount of Recoveries (if any) allocable to the
Trust with respect to such Monthly Period, to be applied as if such amounts
were Collections of Finance Charge Receivables for all purposes. Collections
with respect to any Monthly Period shall also include the amount deposited by
the Transferor into the Finance Charge Account (or Series Account if provided
in any supplement) pursuant to Section 2.8.
"Companion Series" shall mean (i) each Series which has been paired with
another series (which Series may be prefunded in whole or in part), such that
the reduction of the Investor Interest of such Series results in the increase
of the Investor Interest of such other Series, as described in the related
Supplements, and (ii) such other Series, as described in the related
Supplements.
"Controlled Distribution Amount," with respect to any Series, shall have
the meaning specified in the related Supplement.
"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 101 Barclay Street, 21 West, New York, New York 10286.
"Coupon" shall have the meaning specified in Section 6.1.
"Credit Adjustment" shall have the meaning specified in subsection 4.3(c).
"Credit Card Agreement" shall mean the agreement and Federal Truth in
Lending Statement for MasterCard and VISA credit card accounts between any
Obligor and the Transferor, as such agreement may be amended, modified or
otherwise changed from time to time.
"Credit Card Guidelines" shall mean the Transferor'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.
"Credit Enhancement" shall mean, with respect to any Series, the
subordination, the cash collateral guaranty or account, collateral interest,
letter of credit, surety bond, insurance policy, spread account, reserve
account, cross-support feature or any other contract or agreement for the
benefit of the Certificateholders of such Series (or Certificateholders of a
Class within such Series) as designated in the applicable Supplement.
"Credit Enhancement Provider" shall mean, with respect to any Series, the
Person, if any, designated as such in the related Supplement.
<PAGE>
"Cut-Off Date" shall mean September 26, 1995.
"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 and MasterCard accounts (without regard to the effective date of
such recordation).
"Default Amount" shall mean, with respect to any Defaulted Account, the
amount of Principal Receivables (other than Ineligible 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 Credit Card Guidelines or the Servicer's customary and
usual servicing procedures for servicing credit card receivables comparable to
the Receivables, 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 and MasterCard accounts.
Notwithstanding any other provision hereof, any Receivables in a Defaulted
Account that are Ineligible Receivables shall be treated as Ineligible
Receivables rather than Receivables in Defaulted Accounts.
"Definitive Certificate" shall have the meaning specified in Section 6.10.
"Depository" shall have the meaning specified in Section 6.10.
"Depository Agreement" shall mean, with respect to a Series having Book-
Entry Certificates, the agreement among the Transferor, the Trustee and the
Clearing Agency, or as otherwise provided in the related Supplement.
"Determination Date" shall mean, unless otherwise specified in the related
Series Supplement, the tenth calendar day of each month, or if such day is not
a Business Day, the next preceding Business Day.
"Discount Percentage" shall have the meaning specified in Section 2.8.
"Discount Option Receivables" shall mean, on any date on and after the
date on which the Transferor's exercise of its discount option pursuant to
Section 2.8 takes effect, the sum of (a) the aggregate Discount Option
Receivables at the end of the prior day (which amount, prior to the date on
which the Transferor's exercise of its discount option takes effect and with
respect to Receivables generated prior to such date, shall be zero) plus (b)
any New Discount Option Receivables created on such day minus (c) any Discount
Option Receivables Collections received on such Date of Processing.
"Discount Option Receivables Collections" shall mean on any Date of
Processing on and after the date on which the Transferor's exercise of its
discount option pursuant to Section 2.8 takes effect, the product of (a) a
fraction the numerator of which is the amount of the Discount Option
Receivables and the denominator of which is the sum of the Principal
Receivables plus the amount of Discount Option Receivables in each case (for
both numerator and denominator) at the end of the prior Monthly Period and (b)
Collections of Principal Receivables, prior to any reduction for Finance Charge
Receivables which are Discount Option Receivables, received on such Date of
Processing.
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"Distribution Account" shall have the meaning specified in subsection
4.2(c).
"Distribution Date" shall mean, with respect to each Series, the dates
specified in the related Supplement.
"Dollars", "$" or "U.S. $" shall mean United States dollars.
"Eligible Account" shall mean, as of the Cut-Off Date (or, with respect to
Additional Accounts as of the relevant Addition Date), each Account owned by
the Transferor:
1. which is in existence and maintained with the Transferor;
2. which is payable in Dollars;
3. 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;
4. which the Transferor has not classified on its electronic
records as counterfeit, deleted, fraudulent, stolen or lost;
5. which the Transferor has not charged off in its customary and
usual manner for charging off such Accounts as of the Cut-Off Date (or,
with respect to Additional Accounts, as of the relevant Addition Date);
and
6. the Obligor of which has not been identified by the Transferor
on its electronic records as being involved in a voluntary or involuntary
bankruptcy proceeding.
"Eligible Deposit Account" shall mean either (a) a segregated account with
an Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee
for funds deposited in such account, so long as any of the securities of such
depository institution shall have a credit rating from each Rating Agency in
one of its generic credit rating categories which signifies investment grade.
"Eligible Institution" shall mean (a), the Servicer, (b) a depository
institution (which may be the Trustee or an affiliate) organized under the laws
of the United States or any one of the states thereof which at all times (i)
has either (x) a long-term unsecured debt rating of "A2" or better by Moody's
or (y) a certificate of deposit rating of "P-1" by Moody's, (ii) has either (x)
a long-term unsecured debt rating of "AAA" by Standard & Poor's or (y) a
certificate of deposit rating of "A-l+" by Standard & Poor's and (iii) is a
member of the FDIC or (c) any other institution that is acceptable to the
Rating Agencies.
"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 and in the case
of Additional Accounts conveyed to the Trust on the relevant Addition
Date);
<PAGE>
(b) which was created in compliance, in all material respects, with
all Requirements of Law applicable to the Transferor and pursuant to a
Credit Card Agreement which complies, in all material respects, with all
Requirements of Law applicable to the Transferor;
(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 Transferor in
connection with the creation of such Receivable or the execution, delivery
and performance by the Transferor 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 effect as of such date of creation;
(d) as to which, as of the Closing Date, or in the case of
Receivables in Additional Accounts as of the relevant Addition Date, the
Transferor or the Trust had good title thereto, free and clear of all
Liens arising under or through the Transferor or any of its Affiliates
(other than Liens permitted pursuant to subsection 2.5(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 affected by bankruptcy, insolvency, reorganization,
moratorium and other similar laws, now or hereafter in effect, relating to
or affecting creditors' rights generally, general equitable principles
(whether considered in a suit in equity or at law) and an implied covenant
of good faith and fair dealing; and
(f) which constitutes an "account" or "general intangible" under and
as defined in Article 9 of the UCC.
"Enhancement Invested Amount" shall have the meaning, with respect to any
Series, specified in the related Supplement.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
"Euroclear Operator" shall mean Morgan Guaranty Trust Company of New York,
Brussels, Belgium office, as operator of the Euroclear System.
"Excess Funding Account" shall have the meaning specified in subsection
4.2(d).
"Excess Funding Amount" shall mean, as of any date of determination, the
principal amount on deposit in the Excess Funding Account.
"Exchange" shall mean either of the procedures described under Section
6.9.
"Exchange Date" shall have the meaning, with respect to any Series issued
pursuant to an Exchange, specified in Section 6.9.
"Exchange Notice" shall have the meaning, with respect to any Series
issued pursuant to an Exchange, specified in Section 6.9.
"Extended Trust Termination Date" shall have the meaning specified in
subsection 12.1(a).
<PAGE>
"FDIC" shall mean the Federal Deposit Insurance Corporation.
"FDR" shall have the meaning specified in Section 8.7.
"Fee Determination Date" shall have the meaning specified in Section
4.5(a).
"Finance Charge Account" shall have the meaning specified in subsection
4.2(b).
"Finance Charge Receivables" shall mean Receivables created in respect of
the Periodic Finance Charges, Cash Advance Fees and Late Fees and similar fees
and charges, Annual Membership Fees and Special Fees to the extent such Special
Fees are categorized as Finance Charge Receivables. Finance Charge Receivables
with respect to any Monthly Period shall include the amount of Interchange (if
any), Recoveries (if any), Discount Option Receivables (if any), Insurance
Proceeds and investment earnings from any of the Trust Accounts, and other
amounts allocable to any Series of Certificates pursuant to any Supplement with
respect to such Monthly Period that are to be treated as Finance Charge
Receivables but shall exclude charges for credit insurance. For purposes of
this Agreement, the amounts of Late Fees, similar fees and charges, Special
Fees and Interchange to be included in Finance Charge Collections shall be
determined in accordance with Sections 4.5 and 4.6 hereof.
"Foreign Clearing Agency" shall mean Cedel and the Euroclear Operator.
"Funding Period" shall have the meaning specified in Section 4.4.
"Global Certificate" shall have the meaning specified in Section 6.13.
"Governmental 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.
"Group" shall mean, with respect to any Series, the group of Series in
which the related Supplement specifies that such Series shall be included.
"Ineligible Receivable" shall have the meaning specified in subsection
2.4(d)(iii).
"Initial Closing Date" shall mean October 19, 1995.
"Initial Investor Interest" shall mean, with respect to any Series of
Certificates, the amount stated in the related Supplement.
"Insolvency Event" shall have the meaning specified in subsection 9.2(a).
"Insurance Proceeds" shall mean any amounts recovered by the Servicer
pursuant to any credit insurance policies covering any Obligor with respect to
Receivables under such Obligor's Account.
"Interchange" shall mean, (1) with respect to any Monthly Period prior to
the September 1996 Monthly Period, the product of (x) the amounts recorded by
the Transferor as interchange with respect to the Bank Portfolio for such
Monthly Period and (y) the Trust Percentage; and (2) with respect to each
Monthly Period commencing with the September 1996 Monthly Period, the product
<PAGE>
of (x) the amounts recorded by the Transferor as interchange with respect to
the Bank Portfolio for such Monthly Period and (y) 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 the Bank
Portfolio with respect to such 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 Account" shall mean each of the Finance Charge Account, the
Principal Account, the Excess Funding Account and the Distribution Account.
"Investor Certificate" shall mean any one of the certificates (including,
without limitation, the Bearer Certificates, the Registered Certificates or the
Global Certificates) issued by the Trust, executed by the Transferor and
authenticated by the Trustee substantially in the form (or forms in the case of
a Series with multiple Classes) of the investor certificate attached to the
related Supplement.
"Investor Certificateholder" shall mean each holder of record of an
Investor Certificate.
"Investor Charge-Off" shall have, with respect to each Series, the meaning
specified in the applicable Supplement.
"Investor Default Amount" shall have, with respect to any Series of
Certificates, the meaning stated in the related Supplement.
"Investor Exchange" shall have the meaning specified in subsection 6.9(b).
"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.
"Investor Servicing Fee" shall have, with respect to each Series, the
meaning specified in Section 3.2.
"Late Fees" shall have the meaning specified in the Credit Card Agreement
applicable to each Account for late fees or similar terms.
"Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, 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 or comparable
law of any jurisdiction to evidence any of the foregoing; provided, however,
that any assignment pursuant to Section 7.2 shall not be deemed to constitute a
Lien.
<PAGE>
"Minimum Aggregate Principal Receivables" shall mean, as of any date of
determination, the sum of the numerators used on such date to calculate the
Investor Percentage with respect to Principal Receivables for all Series
outstanding on such date, less the amount on deposit in the Excess Funding
Account as of such date of determination.
"Minimum Transferor Interest" shall mean, with respect to any Monthly
Period, an amount equal to the product of the Minimum Transferor Interest
Percentage and the sum of (i) the Average Principal Receivables for such
Monthly Period, (ii) the Excess Funding Amount and (iii) any amounts on deposit
in any Principal Funding Account and any other Series Account (if so specified
in the applicable Supplement).
"Minimum Transferor Interest Percentage" shall mean the highest percentage
specified as the "Minimum Transferor Interest Percentage" in any Supplement;
provided, however, that the Transferor may reduce the Minimum Transferor
Interest Percentage upon (w) 30 days' prior notice to the Trustee, each Rating
Agency and any Credit Enhancement Provider entitled to receive such notice
pursuant to the relevant Supplement, (x) written confirmation from each Rating
Agency that such action will satisfy the Rating Agency Condition, (y) delivery
to the Trustee and each such Credit Enhancement Provider of an Officer's
Certificate stating that the Transferor reasonably believes that such reduction
will not, based on the facts known to such officer at the time of such
certification, then or thereafter cause a Pay Out Event to occur with respect
to any Series and (z) delivery to the Trustee of a Tax Opinion; provided
further that the Minimum Transferor Interest Percentage shall not at any time
be less than 2%.
"Monthly Period" shall mean, unless otherwise defined in any Supplement,
the period from and including the first day of a calendar month to and
including the last day of a calendar month.
"Moody's" shall mean Moody's Investors Service, Inc.
"New Discount Option Receivables" shall mean, as of any date of
determination, the product of the Discount Percentage and the amount of
Principal Receivables (before subtracting out Finance Charge Receivables which
are Discount Option Receivables) arising on such date of determination.
"Notice Date" shall have the meaning specified in subsection 2.6(c)(i).
"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 or more senior officer of the Transferor 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.
"Participation" shall have the meaning specified in subsection 2.6(a)(ii).
"Paying Agent" shall mean any paying agent appointed pursuant to Section
6.6 and shall initially be Chase Bank.
<PAGE>
"Pay Out Commencement Date" shall mean, (a) with respect to each Series,
the date on which a Trust Pay Out Event is deemed to occur pursuant to Section
9.1 or (b) with respect to any Series, 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 (due to periodic
rate) or any similar term.
"Permitted Investments" shall mean, unless otherwise provided in the
Supplement with respect to any Series
(a) book-entry securities or 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)
demand deposits, time deposits or certificates of deposit of any
depositary institution or trust company incorporated under the laws of the
United States of America or any state thereof (or domestic branches of
foreign banks) 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 of such
depositary institution or trust company shall have a credit rating from
Moody's and Standard & Poor's of "P-1" and "A-1+", respectively; (iii)
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 (iv) bankers'
acceptances issued by any depository institution or trust company
described in clause (a)(ii) above;
(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;
(c) repurchase agreements transacted with either
(i) an entity subject to the United States federal bankruptcy
code, provided that (A) the repurchase agreement matures prior to the
next Distribution Date or is due on demand, (B) the Trustee or a
third party acting solely as agent for the Trustee has possession of
the collateral, (C) the Trustee on behalf of the Trust has a security
interest in the collateral, (D) the market value of the collateral is
maintained at the requisite collateral percentage of the obligation
in accordance with standards of the Rating Agencies, (E) the failure
to maintain the requisite collateral level will obligate the Trustee
to liquidate the collateral immediately, (F) the securities subject
to the repurchase agreement are either obligations of, or fully
guaranteed as to principal and interest by, the United States of
America or any instrumentality or agency thereof, certificates of
deposit or bankers acceptances and (G) the securities subject to the
repurchase agreement are free and clear of any third party lien or
claim; or
<PAGE>
(ii) a financial institution insured by the FDIC, or any broker-
dealer with "retail customers" that is under the jurisdiction of the
Securities Investors Protection Corp. ("SIPC"), provided that (A) the
market value of the collateral is maintained at the requisite
collateral percentage of the obligation in accordance with the
standards of the Rating Agencies, (B) the Trustee or a third party
(with a short-term debt rating of P-1 or higher by Moody's) acting
solely as agent for the Trustee has possession of the collateral, (C)
the Trustee on behalf of the Trust has a security interest in the
collateral, (D) the collateral is free and clear of third party liens
and, in the case of an SIPC broker, was not acquired pursuant to a
repurchase or reverse repurchase agreement and (E) the failure to
maintain the requisite collateral percentage will obligate the
Trustee to liquidate the collateral; provided, however, that at the
time of the Trust's investment or contractual commitment to invest in
any repurchase agreement, the short-term deposits or commercial paper
rating of such entity or institution in subsections (i) and (ii)
shall have a credit rating of "P-1" from Moody's and "A-1+" from
Standard & Poor's; and
(d) any other investment that by its terms converts to cash within a
finite time period if the Rating Agency Condition is satisfied with
respect thereto.
"Person" shall mean any legal person, including any individual,
corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization,
governmental entity or other entity of similar nature.
"Pool Factor" shall mean, except with respect to any Series issued in more
than one Class, a number 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 applicable Initial Investor Interest,
and with respect to a Series having more than one Class, as specified in the
Supplement relating to such Series.
"Portfolio Yield" shall have the meaning, with respect to any Series,
specified in the related Supplement.
"Pre-Funding Account" shall have the meaning specified in Section 4.4.
"Principal Account" shall have the meaning specified in subsection 4.2(b).
"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 Transferor is unable to transfer as provided in
subsection 2.5(e) shall not be included in calculating the aggregate amount of
Principal Receivables.
"Principal Sharing Series" shall mean a Series, that, pursuant to the
related Supplement, is entitled to Shared Principal Collections.
<PAGE>
"Principal Shortfalls" shall mean, with respect to a Transfer Date, the
aggregate amount for all outstanding Series that the related Supplements
specify are "Principal Shortfalls" for such Transfer Date.
"Principal Terms" shall have the meaning, with respect to any Series
issued pursuant to an Exchange, specified in subsection 6.9(c).
"Rating Agency" shall mean, with respect to each Series, the rating agency
or agencies, if any, specified in the related Supplement.
"Rating Agency Condition" shall mean, at any time with respect to a
Series, the written confirmation of the Rating Agency that a specified event or
modification of the terms of such Series will not result in the withdrawal or
downgrade of the rating of the Certificates of any Series then in effect.
"Reassignment" shall have the meaning specified in subsection 2.7(b)(ii).
"Reassignment Date" shall have the meaning specified in subsection 2.4(e).
"Receivable" shall mean any amount owing by any Obligor including, without
limitation, amounts owing for the payment of goods and services, cash advances,
access checks, Annual Membership Fees, Cash Advance Fees, Periodic Finance
Charges, Late Fees and Special Fees, if any but excluding credit insurance
premiums.
"Record Date" shall mean, with respect to any Distribution Date, the last
Business Day of the preceding Monthly Period.
"Recoveries" shall mean, (i) with respect to any Monthly Period or any
shorter period commencing on or after the Recovery Determination Date, the
product of (a) all amounts recorded as recoveries on the Bank Portfolio by the
Servicer during such Monthly Period or such shorter period, as the case may be,
and (b) the Trust Percentage; and (ii) with respect to any Monthly Period or
any shorter period ending prior to the Recovery Determination Date, Recoveries
shall include, (a) with respect to the Chase Accounts, all amounts recorded as
recoveries with respect to the Chase Accounts by the Servicer during such
period and (b) with respect to the Chemical Accounts, the product of (1) all
amounts recorded as recoveries on the Bank Portfolio (excluding the amounts
recorded as recoveries on the Chase Portfolio Accounts) by the Servicer during
such Monthly Period or such shorter period, as the case may be, and (2) a
fraction, the numerator of which shall be the aggregate principal amount of
Principal Receivables arising from the Chemical Accounts (prior to giving
effect to any reduction thereof for Finance Charge Receivables arising from the
Chemical Accounts which are Discount Option Receivables) as of the close of
business on the last day of the prior Monthly Period and the denominator of
which is the aggregate principal balance of the Chemical Portfolio Accounts as
of the close of business on the last day of the prior Monthly Period.
"Recovery Determination Date" shall mean the date specified by the
Servicer in an Officer's Certificate delivered to the Trustee as the date upon
which the Servicer will begin to calculate Recoveries in accordance with clause
(1) of the definition of the term "Recoveries."
"Registered Certificates" shall have the meaning specified in Section 6.1.
<PAGE>
"Removal Date" shall mean the date on which Receivables in certain
designated Removed Accounts will be reassigned by the Trustee to the
Transferor.
"Removal Notice Date" shall mean the day no later than the fifth Business
Day prior to a Removal Date.
"Removed Accounts" shall have the meaning specified in subsection 2.7(a).
"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).
"Responsible Officer" shall mean any officer within the Corporate Trust
Office (or any successor group of the Trustee), including any Vice President,
any Assistant Secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any person who at the time
shall be an above-designated officer and also, with any particular officer to
whom any corporate trust matter is referred because of such Officer's knowledge
of and familiarity with the particular subject.
"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.
"Series" shall mean any Series of Investor Certificates, which may include
within any such Series a Class or Classes of Investor Certificates subordinate
to another such Class or Classes of Investor Certificates.
"Series Account" shall mean any account or accounts 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 Bank, 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 10.1.
"Servicing Fee" shall have the meaning specified in Section 3.2.
<PAGE>
"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.
"Shared Excess Finance Charge Collections" shall mean, with respect to any
Transfer Date, the aggregate amount for all outstanding Series that the related
supplements specify are to be treated as "Shared Excess Finance Charge
Collections" for such Transfer Date.
"Shared Principal Collections" shall mean, with respect to any Transfer
Date, the aggregate amount for all outstanding Series that the related
Supplements specify are to be treated as "Shared Principal Collections" for
such Transfer Date.
"Special Fees" shall mean any fees which are not now but from time to time
may be assessed on the Accounts. On or after the date on which any of such
Special Fees begin to be assessed on the Accounts, the Transferor may designate
in an Officer's Certificate whether such Special Fees shall be treated as
Principal Receivables or Finance Charge Receivables.
"Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
Division of The McGraw-Hill Companies, Inc.
"Successor Servicer" shall have the meaning specified in subsection
10.2(a).
"Supplement" or "Series Supplement" shall mean, with respect to any
Series, a supplement to this Agreement complying with the terms of Section 6.9
of this Agreement, executed in conjunction with any issuance of any 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).
"Tax Opinion" shall mean with respect to any action, an Opinion of Counsel
delivered to the Trust and the Trustee to the effect that, for U.S. federal
income tax purposes, (a) such action will not adversely affect the tax
characterization as debt of Investor Certificates of any outstanding Series or
Class that were characterized as debt at the time of their issuance, (b)
following such action the Trust will not be deemed to be an association (or a
"publicly traded partnership" within the meaning of Section 7704(b) of the
Code) taxable as a corporation and (c) such action will not cause or constitute
a taxable event in which gain or loss would be recognized by any Investor
Certificateholder or the Trust.
"Termination Notice" shall have, with respect to any Series, the meaning
specified in subsection 10.1(d).
"Transfer Agent and Registrar" shall have the meaning specified in Section
6.3 and shall initially be the Chase Corporate Trust Office.
"Transfer Date" shall mean, unless otherwise specified in the related
Supplement, with respect to any Series, the Business Day immediately prior to
each Distribution Date.
<PAGE>
"Transferor" shall mean (i) with respect to the time period prior to June
1, 1996, Chase Bank and (ii) with respect to the time period beginning on June
1, 1996, Chase USA and its successors in interest and permitted assigns.
"Transferor Certificate" shall mean the certificate executed by the
Transferor and authenticated by the Trustee, substantially in the form of
Exhibit A and exchangeable as provided in Section 6.9; provided, however, that
at any time there shall be only one Transferor Certificate.
"Transferor Exchange" shall have the meaning specified in subsection
6.9(b).
"Transferor Interest" shall mean, on any date of determination, the
aggregate amount of Principal Receivables and the principal amounts on deposit
in the Excess Funding Account, any Principal Funding Account and any other
Series Account (if so provided in the applicable Supplement) at the end of the
day immediately prior to such date of determination, minus the Aggregate
Investor Interest at the end of such day, minus the aggregate Enhancement
Invested Amounts (if such amounts are not included in the Investor Interest in
the applicable Supplement), if any, for each Series outstanding at the end of
such day.
"Transferor 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.
"Transferor Servicing Fee" shall have the meaning specified in Section
3.2.
"Transferred Account" shall mean (a) an Account with respect to which a
new credit account number has been issued by the Servicer or the Transferor
under circumstances resulting from a lost or stolen credit card or from the
transfer from one affinity group to another affinity group and not requiring
standard application and credit evaluation procedures under the Credit Card
Guidelines or (b) an Eligible Account resulting from the conversion of an
Account that was a standard account to a premium account or from a premium
account to a standard account, and which in either case 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 2.1 or 2.6 as an account into
which an Account has been transferred.
"Trust" shall mean the trust created by this Agreement, the corpus of
which shall consist of the Receivables now existing or hereafter created and
arising in connection with the Accounts, all monies due or to become due with
respect to the Receivables, all proceeds (as defined in Section 9-306 of the
UCC) of the Receivables and Insurance Proceeds relating to the Receivables, the
right to receive certain amounts paid or payable as Interchange and Recoveries,
such funds as from time to time are deposited in the Collection Account, the
Finance Charge Account, the Principal Account, the Distribution Account, the
Excess Funding Account and any Series Account and the rights to any Credit
Enhancement with respect to any Series. The name of such Trust shall be "The
Chemical Master Credit Card Trust I" or any other name at the option of the
Transferor; provided, however, that at least 5 Business Days prior to any
change in the name of Trust, the Transferor shall give written notice of such
change to the Servicer, the Trustee, each Rating Agency, any Credit Enhancement
Provider and all Certificateholders.
<PAGE>
"Trust Accounts" shall mean the Collection Account, the Principal Account,
the Finance Charge Account, the Distribution Account and the Excess Funding
Account.
"Trust Extension" shall have the meaning specified in subsection 12.1(a).
"Trust Pay Out Event" shall have, with respect to each Series, the meaning
specified in Section 9.1.
"Trust Percentage" shall mean, with respect to any Monthly Period, a
fraction expressed as a percentage, the numerator of which is the aggregate
principal amount of Principal Receivables (prior to giving effect to any
reduction thereof for Finance Charge Receivables which are Discount Option
Receivables) as of the close of business on the last day of the prior Monthly
Period and the denominator of which is the aggregate principal balance of the
Bank Portfolio as of the close of business on the last day of the prior Monthly
Period.
"Trust Termination Date" shall mean (i) if a Trust Extension shall not
have occurred, the earlier to occur of (a) the first Business Day after the
Distribution Date following the date on which funds shall have been deposited
in the Distribution Account or the applicable Series Account for the payment of
Investor Certificateholders of each Series then issued and outstanding
sufficient to pay in full such certificates, (b) the date specified in
subsection 9.2(b) and (c) August 31, 2016, and (ii) if a Trust Extension shall
have occurred, the Extended Trust Termination Date.
"Trustee" shall mean The Bank of New York, a New York banking corporation,
and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee appointed as herein provided.
"UCC" shall mean the Uniform Commercial Code, as amended from time to
time, as in effect in either the State of New York or the State of Delaware, as
applicable.
"Undivided Interest" shall mean the undivided interest in the Trust
evidenced by an Investor Certificate.
Section 1.2 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.
(b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1, and accounting terms partially defined in Section 1.1 to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles or regulatory accounting procedures applicable
to the Transferor, 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 such regulatory accounting
procedures, the definitions contained herein shall control.
(c) The agreements, representations and warranties of Chase Bank in
this Agreement and in any Supplement in each of its capacities as Transferor
<PAGE>
and Servicer shall be deemed to be the agreements, representations and
warranties of Chase Bank solely in each such capacity for the time periods
during which Chase Bank acts in the respective capacity under this Agreement
and the agreements, representations and warranties of Chase USA in this
Agreement and in any Supplement in its capacity as Transferor shall be deemed
to be the agreements, representations and warranties of Chase USA solely in
such capacity for the time periods and for so long as Chase USA acts in 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. The Monthly Servicer Report, the form of which is
attached as Exhibit C, 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 each 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 in determining whether the related Exhibit, as changed, conforms to
the requirements of this Agreement.
[End of Article I]
<PAGE>
ARTICLE II
CONVEYANCE OF RECEIVABLES;
ISSUANCE OF CERTIFICATES
Section 2.1 Conveyance of Receivables. Each of Chase Bank and Chase
USA does hereby transfer, assign, set over, and otherwise convey to the Trust
for the benefit of the Certificateholders, without recourse, all of its right,
title and interest in and to (i) the Receivables existing as of the Cut-Off
Date and thereafter created and arising in connection with the Accounts (other
than Additional Accounts), (ii) all monies due or to become due with respect to
such Receivables, (iii) all proceeds of such Receivables, (iv) Insurance
Proceeds relating to such Receivables, (v) Recoveries and (vi) Interchange.
In connection with such transfer, assignment, set-over and
conveyance, each of Chase Bank and Chase USA agrees to file, at its own
expense, a financing statement (including any continuation statements with
respect to such financing statement when applicable) with respect to the
Receivables now existing and hereafter created for the perfection of a security
interest (as defined in the UCC) in accounts and general intangibles (as
defined in Section 9-106 of the UCC) meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary to perfect
such security interest in favor of the Trust, and to deliver a file-stamped
copy of such financing statement or continuation statement or other evidence at
such filing (which may, for purposes of this Section 2.1, consist of telephone
confirmation of such filing) 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 2.1, as soon as practicable after receipt thereof by
the Transferor. It is understood and agreed that the description of collateral
set forth in such financing statements will include all credit card accounts of
the Transferor. Upon receipt of written request from the Transferor to release
the receivables in such credit card accounts as are specified in such request,
the Trustee is hereby authorized and hereby agrees to execute promptly, UCC-3
amendments or releases, releasing such credit card accounts; provided, however,
that except as permitted pursuant to Section 2.7, no such release shall apply
to the Accounts, including any Additional Accounts. In addition, the Trustee
is hereby authorized to execute such intercreditor or other agreements as may
be requested in writing by the Transferor in connection with the foregoing;
provided, however, that except as permitted pursuant to Section 2.7, no such
intercreditor agreements shall apply to the Accounts, including any Additional
Accounts, or any Receivables in such Accounts or Additional Accounts. 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.
In connection with such transfer, the Transferor 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 have
been transferred to the Trust pursuant to this Agreement for the benefit of the
Certificateholders 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
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 Transferor
further agrees not to remove such indication in the file referenced in clause
<PAGE>
(i) of this paragraph with respect to any Account during the term of this
Agreement unless and until such Account becomes a Removed Account or a
Defaulted Account.
The Transferor hereby grants to the Trustee a security interest in
all of the Transferor's right, title and interest in, to and under the
Receivables existing as of the Cut-Off Date and thereafter created and arising
in connection with the Accounts (other than Additional Accounts), all moneys
due or to become due with respect to such Receivables, all proceeds of such
Receivables and all Insurance Proceeds relating to such Receivables, all
Recoveries and Interchange and all proceeds thereof to secure a loan in an
amount equal to the unpaid principal amount of the Investor Certificates issued
hereunder or to be issued pursuant to this Agreement and the interest accrued
at the related Certificate Rate, and this Agreement shall constitute a security
agreement under applicable law.
Pursuant to the request of the Transferor, the Trustee shall cause
Certificates in authorized denominations evidencing the entire interest in the
Trust to be duly authenticated and delivered to or upon the order of the
Transferor pursuant to Section 6.2.
Notwithstanding anything else in this Agreement to the contrary, it
is understood and agreed that the ownership interest or lien conveyed or
granted by Chase Bank, as Transferor, to the Trustee in Receivables and other
property under the Original Pooling and Servicing Agreement shall remain in
full force and effect and shall in no way be affected by the amendment and
restatement of the Original Pooling and Servicing Agreement by this Agreement.
Section 2.2 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 Transferor in
and to the Receivables existing as of the Cut-Off Date and thereafter created
and arising in connection with the Accounts, all monies due or to become due
with respect thereto (including all Finance Charge Receivables), all proceeds
of such Receivables, Insurance Proceeds relating to such Receivables, all
Recoveries and Interchange 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 Transferor delivered to the Trustee the computer file or microfiche list
described in the third paragraph of Section 2.1.
(b) The Trustee hereby agrees not to disclose to any Person any of
the account numbers or other information contained in the computer files or
microfiche lists delivered to the Trustee by the Transferor pursuant to
Sections 2.1, 2.6 and 2.7 ("Account Information") except as 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 10.2, or as mandated pursuant to any Requirement of Law applicable
to the Trustee or as requested by any Person in connection with financing
statements filed with the Trust. The Trustee agrees to take such measures as
shall be reasonably requested by the Transferor to protect and maintain the
security and confidentiality of such information, and, in connection therewith,
shall allow the Transferor 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
<PAGE>
Information, the Trustee shall provide the Transferor with prompt written
notice, unless such notice is prohibited by law, of any such request or
requirement so that the Transferor may request a protective order or other
appropriate remedy. The Trustee shall use its best efforts to provide the
Transferor with written notice no later than five Business Days prior to any
disclosure pursuant to this subsection 2.2(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 2.3 Representations and Warranties of the Transferor. The
Transferor hereby represents and warrants to the Trust as of the Initial
Closing Date:
(a) Organization and Good Standing. The Transferor is a banking
corporation duly organized and validly existing in good standing under the
laws of the jurisdiction of its organization and has full corporate power,
authority and legal right to execute, deliver and perform its obligations
under this Agreement and to execute and deliver to the Trustee the
Certificates pursuant hereto, and, in all material respects, to own its
properties and conduct its business as such properties are presently owned
and such business is presently conducted.
(b) Due Qualification. The Transferor is duly qualified to do
business and is in good standing (or is exempt from such requirement) and
has obtained all necessary licenses and approvals with respect to the
Transferor in each jurisdiction in which failure to so qualify or to
obtain such licenses and approvals would render any Credit Card Agreement
relating to an Account or any Receivable unenforceable by the Transferor
or the Trust or would have a material adverse effect on the
Certificateholders; 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 Account or Receivable.
(c) Due Authorization. The execution and delivery of this Agreement
and the execution and delivery to the Trustee of the Certificates by the
Transferor and the consummation of the transactions provided for in this
Agreement have been duly authorized by the Transferor by all necessary
corporate action on its part and this Agreement will remain, from the time
of its execution, an official record of the Transferor.
(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 Transferor is a party or by which
it or any of its properties are bound, except to the extent that the same
could not reasonably be expected to have a material adverse effect on the
Certificateholders.
(e) No Violation. The execution and delivery of this Agreement, any
Supplement and the Certificates, the performance of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof
<PAGE>
will not conflict with or violate any Requirements of Law applicable to
the Transferor, except to the extent that the same could not reasonably be
expected to have a material adverse effect on the Certificateholders.
(f) No Proceedings. There are no proceedings or investigations
pending or, to the best knowledge of the Transferor, threatened against
the Transferor 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 Transferor, would materially and adversely affect the performance by
the Transferor 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 Cut-Off Date, each Account
was an Eligible Account and no selection procedures adverse to the
Investor Certificateholders have been employed by the Transferor in
selecting the Accounts from among the Eligible Accounts in the Bank
Portfolio.
(h) All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or 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, except where the failure to obtain such approvals,
authorizations, consents, orders or other actions could not reasonably be
expected to have a material adverse effect on the Certificateholders.
For the purposes of the representations and warranties contained in
this Section 2.3 and made by the Transferor 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 2.3 shall survive
the transfer and assignment of the respective Receivables to the Trust, and
termination of the rights and obligations of the Servicer pursuant to Section
10.1. The Transferor 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 Transferor
set forth in Section 2.3 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
Transferor, 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.
Section 2.4 Representations and Warranties of the Transferor
Relating to the Agreement and the Receivables.
(a) Binding Obligation; Valid Transfer and Assignment. The
Transferor hereby represents and warrants to the Trust that, as of the Initial
Closing Date:
<PAGE>
(i) This Agreement constitutes a valid and
legally binding obligation of the Transferor, enforceable against the
Transferor in accordance with its terms, except (A) as may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and the
rights of creditors of banking corporations organized under the laws of
the state of its organization, and (B) as may be limited by general
equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.
(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 Transferor in and to the Receivables
now existing and hereafter created and arising in connection with the
Accounts (other than Receivables in Additional Accounts), all proceeds
of such Receivables and Insurance Proceeds relating thereto, and such
Receivables and all proceeds thereof and Insurance Proceeds relating
thereto will be held by the Trust free and clear of any Lien of any
Person claiming through or under the Transferor or any of its
Affiliates except for (x) Liens permitted under subsection 2.5(b), (y)
the interest of the Transferor as Holder of the Transferor Certificate
and (z) the Transferor's right, if any, to interest accruing on, and
investment earnings, if any, in respect of the Finance Charge Account,
the Principal Account or any Series Account, as provided in this
Agreement or the related Supplement, or (B) a grant of a security
interest (as defined in the UCC) in such property to the Trust, which
is enforceable with respect to the existing Receivables, the proceeds
thereof and Insurance Proceeds relating thereto 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, 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 2.1 and in the case of the Receivables hereafter created and
proceeds thereof and Insurance Proceeds relating thereto, upon such
creation, the Trust shall have a first priority perfected security
interest in the Transferor's rights in such property (subject to
Section 9-306 of the UCC), except for Liens permitted under subsection
2.5(b). Neither the Transferor nor any Person claiming through or
under the Transferor shall have any claim to or interest in the
Principal Account, the Finance Charge Account, the Distribution Account
or any Series Account, except for the Transferor's rights to receive
interest accruing on, and investment earnings in respect of, the
Finance Charge Account and Principal Account as provided in this
Agreement (or, if applicable, any Series Account as provided in any
Supplement) and, if this Agreement constitutes the grant of a security
interest in such property, except for the interest of the Transferor in
such property as a debtor for purposes of the UCC.
(b) Eligibility of Receivables. The Transferor hereby
represents and warrants to the Trust as of the Initial Closing Date and as of
each Addition Date, as the case may be, that:
(i) Each Receivable is an Eligible Receivable as
of the Cut-Off Date or the Addition Date, as applicable.
<PAGE>
(ii) Each Receivable then existing has been
transferred to the Trust free and clear of any Lien of any Person
claiming through or under the Transferor or any of its Affiliates
(other than Liens permitted under subsection 2.5(b)) and in compliance,
in all material respects, with all Requirements of Law applicable to
the Transferor.
(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 Transferor 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 Transferor 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 Transferor, (C) with respect to
each such Receivable, all consents, licenses, approvals or
authorizations of or registrations or declarations with, any
Governmental Authority required to be obtained, effected or given by
the Transferor 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 2.4(a) are true and correct with respect to each
Receivable created on such day as if made on such day.
(v) As of the Initial Closing Date, Schedule 1
to this Agreement, and as of the applicable Addition Date with respect
to Additional Accounts designated pursuant to Sections 2.6(a) and (b),
the related computer file or microfiche list referred to in Section
2.6, is an accurate and complete listing in all material respects of
all the Accounts as of the Cut-Off Date, or with respect to Additional
Accounts, as of the applicable Addition Date 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 Cut-Off Date or such applicable Addition Date. As
of September 28, 1995, the aggregate amount of Receivables in all the
Accounts was $5,118,124,136.02 of which $5,016,343,299.38 were
Principal Receivables.
(c) Notice of Breach. The representations and warranties
set forth in this Section 2.4 shall survive the transfer and assignment of the
respective Receivables to the Trust. Upon discovery by the Transferor, the
Servicer or the Trustee of a breach of any of the representations and
warranties set forth in this Section 2.4, the party discovering such breach
shall give prompt written notice to the other parties mentioned above. The
Transferor agrees to cooperate with the Servicer and the Trustee in attempting
to cure any such breach.
(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 2.4(b)(ii), or in the event that a Receivable is
<PAGE>
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 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 Transferor; or (C) the unsecured short-term
debt rating of the Transferor is not at least "P-1" by Moody's and "A-
1" by Standard & Poor'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
Transferor or the Servicer or receipt by the Transferor 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 2.4(d)(iii).
(ii) Removal After Cure Period. In the event of
a breach of any of the representations and warranties set forth in
subsection 2.4(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 in its sole discretion, but
in no event later than 120 days) from the earlier to occur of the
discovery of any such event by either the Transferor or the Servicer,
or receipt by the Transferor 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 2.4(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 2.4(d)(i) or (ii) above require removal of a Receivable,
the Transferor shall accept reassignment of such Receivable (an
"Ineligible Receivable") by directing the Servicer to deduct the
principal balance of each such Ineligible Receivable from the Principal
Receivables in the Trust and to decrease the Transferor Interest by
such amount. 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
Transferor Percentage or the Transferor Interest. In the event that
the exclusion of an Ineligible Receivable from the calculation of the
Transferor Interest would cause the Transferor Interest to be reduced
below the Minimum Transferor Interest, the Transferor shall
immediately, but in no event later than 10 Business Days after such
event, make a deposit in the Excess Funding Account in immediately
available funds in an amount equal to the amount by which the
Transferor Interest would be reduced below the Minimum Transferor
Interest. The portion of such deposit allocated to the Investor
<PAGE>
Certificates of each Series shall be distributed to the Investor
Certificateholders of each Series in the manner specified in Article
IV, if applicable, on the Distribution Date relating to the Monthly
Period in which such deposit is made. Upon the reassignment to the
Transferor of an Ineligible Receivable, the Trust shall automatically
and without further action be deemed to transfer, assign, set-over and
otherwise convey to the Transferor, 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 to
such Ineligible Receivable and all proceeds of such Ineligible
Receivable and Insurance Proceeds relating to such Ineligible
Receivable allocated to such Ineligible Receivable pursuant to any
Supplement. Such reassigned Ineligible Receivable shall be treated by
the Trust as collected in full as of the date on which it was
transferred. The Trustee shall execute such documents and instruments
of transfer or assignment and take other actions as shall reasonably be
requested by the Transferor to evidence the conveyance of such
Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The
obligation of the Transferor set forth in this subsection 2.4(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) Proceeds Held by Servicer. For the purposes
of subsections 2.4(d)(i) and (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 Transferor) for more than
the applicable period under Section 9-306(3) of the UCC.
(e) Reassignment of Trust Portfolio. In the event of a
breach of any of the representations and warranties set forth in subsection
2.4(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 Transferor (and to the Trustee
and the Servicer, if given by the Investor Certificateholders), may direct the
Transferor 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), and the Transferor shall be obligated to
accept reassignment of such Principal Receivables on a Distribution Date
specified by the Transferor (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 2.4(a) shall then be true and correct in all
material respects. The Transferor shall deposit on the Transfer Date (in New
York Clearing House, next day funds) preceding the Reassignment Date an amount
equal to the reassignment deposit amount for such Receivables in the
Distribution 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, 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
<PAGE>
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 through the Reassignment Date, 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. Payment of the reassignment deposit amount with
respect to each Series, and all other amounts in the Distribution 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 Distribution Account or
the applicable Series Account, the Receivables and all monies due or to become
due with respect to such Receivables and all proceeds of the Receivables and
Insurance Proceeds relating to such Receivables and Interchange (if any) and
Recoveries (if any) allocable to the Series shall be released to the Transferor
after payment of all amounts otherwise due hereunder on or prior to such dates
and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranty, as shall
be prepared by and as are reasonably requested by the Transferor to vest in the
Transferor, 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
to such Receivables and all proceeds of the Receivables and Insurance Proceeds
relating to such Receivables and Interchange (if any) and Recoveries (if any)
allocable to the Series. If the Trustee or the Investor Certificateholders
give notice directing the Transferor to accept reassignment as provided above,
the obligation of the Transferor to accept reassignment of the Receivables and
pay the reassignment deposit amount pursuant to this subsection 2.4(e) shall
constitute the sole remedy respecting a breach of the representations and
warranties contained in subsection 2.4(a) available to the Investor
Certificateholders or the Trustee on behalf of the Investor Certificateholders.
Section 2.5 Covenants of the Transferor. The Transferor
hereby covenants that:
(a) Receivables to be Accounts or General Intangibles.
Except in connection with the enforcement thereof, the Transferor will take no
action to cause any Receivable to be evidenced by any instrument (as defined in
the UCC). Each Receivable shall be payable pursuant to a contract which does
not create a Lien on any goods purchased thereunder. The Transferor will take
no action to cause any Receivable to be anything other than an "account" or
"general intangible" (as defined in the UCC).
(b) Security Interests. Except for the conveyances
hereunder, the Transferor 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 created, or any interest
therein; the Transferor will immediately notify the Trustee of the existence of
any Lien on any Receivable, and the Transferor 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 Transferor; provided, however, that nothing in this
subsection 2.5(b) shall prevent or be deemed to prohibit the Transferor 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
Transferor 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.
<PAGE>
(c) Finance Charges and Other Fees. The Transferor,
except as otherwise required by any Requirement of Law, or as is deemed by the
Transferor to be necessary in order for the Transferor to maintain its credit
card business, based upon a good faith assessment by the Transferor, in its
sole discretion, of the nature of the competition in the credit card business,
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
Transferor's reasonable expectation of the Portfolio Yield as of such date
(after giving effect to any concurrent exercise of a discount option) would be
less than the Base Rate.
(d) Credit Card Agreements and Account Guidelines. The
Transferor shall comply with and perform its obligations under the Credit Card
Agreements relating to the Accounts and the Credit Card Guidelines and all
applicable rules and regulations of VISA U.S.A., Inc. and MasterCard
International Inc., except insofar as any failure to comply or perform would
not materially and adversely affect the rights of the Trust or the
Certificateholders hereunder or under the Certificates. The Transferor may
change the terms and provisions of the Credit Card Agreements or the Credit
Card 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) only if such change (i) would not, in the reasonable belief
of the Transferor, cause a Pay Out Event to occur, and (ii) is made applicable
to the comparable segment of the revolving credit card accounts owned and
serviced by the Transferor which have characteristics the same as, or
substantially similar to, the Accounts that are the subject of such change,
except as otherwise restricted by an endorsement, sponsorship, or other
agreement between the Transferor and an unrelated third party or by the terms
of the Credit Card Agreements.
(e) Account Allocations.
(i) in the event that the Transferor 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 9.2 or an order
by any federal governmental agency having regulatory authority over the
Transferor or any court of competent jurisdiction that the Transferor
not transfer any additional Principal Receivables to the Trust) then,
in any such event, (A) the Transferor 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
Transferor's inability to transfer such Receivables (up to an aggregate
amount equal to the amount of Principal Receivables in the Trust on
such date); (B) the Transferor 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 Transferor's inability to
transfer Receivables to the Trust) that are written off as
uncollectible in accordance with this Agreement shall continue to be
allocated in accordance with Article IV, and all amounts that would
have constituted Principal Receivables but for the Transferor's
inability to transfer Receivables to the Trust shall be deemed to be
<PAGE>
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 Transferor is unable pursuant
to any Requirement of Law to allocate Collections as described above,
the Transferor agrees that 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 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 that have been conveyed to the Trust, or that
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 that Collections with respect
thereto shall continue to be allocated and paid in accordance with
Article IV.
(ii) In the event that, pursuant to subsection
2.4(d), the Transferor accepts reassignment of an Ineligible Receivable
as a result of a breach of the representations and warranties in
subsection 2.4(b) relating to such Receivable, then, in any such event,
the Transferor 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 Transferor or to the Receivables of such Obligor
retained in the Trust, then the Transferor 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 Transferor, 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) Conveyance of Accounts. The Transferor may transfer
Accounts (i) directly to any Affiliate that executes an agreement assuming with
respect to such Accounts the obligations and duties of the Transferor or
indirectly to any Affiliate in one or more substantially simultaneous
transactions among the Transferor, such Affiliate and any other Affiliates of
the Transferor or (ii) to any other Person, provided that such other Person
executes such an agreement and the Rating Agency Condition is satisfied;
provided, however, that the Transferor 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 7.2.
Section 2.6 Addition of Accounts.
(a) (i) If, (A) as of the end of any Monthly Period, the
Transferor Interest is less than the Minimum Transferor Interest for
that period the Transferor shall designate additional eligible
MasterCard or VISA accounts from the Bank Portfolio ("Additional
Accounts") to be included as Accounts in a sufficient amount such that
the Transferor Interest after giving effect to such addition will be at
least equal to the Minimum Transferor Interest, or (B) as of the end of
any Monthly Period, the sum of the aggregate amount of Principal
<PAGE>
Receivables is less than the Minimum Aggregate Principal Receivables
(as adjusted for any Series having a Companion Series as described in
the Supplement for such Series), the Transferor shall designate
Additional Accounts to be included as Accounts in a sufficient amount
such that the aggregate amount of Principal Receivables will be equal
to or greater than the Minimum Aggregate Principal Receivables.
Receivables from such Additional Accounts shall be transferred to the
Trust on or before the tenth Business Day following the end of such
Monthly Period.
(ii) In lieu of, or in addition to, designating
Additional Accounts pursuant to clause (i) above, the Transferor may,
subject to the conditions specified in paragraph (c) below, convey to
the Trust participations representing undivided interests in a pool of
assets primarily consisting of receivables arising under revolving
credit card accounts or other revolving credit accounts owned by the
Transferor or any Affiliate of any Transferor and collections thereon
("Participations"). The addition of Participations in the Trust
pursuant to this paragraph (a) or paragraph (b) below shall be effected
by an amendment hereto, dated the applicable Addition Date, pursuant to
Section 13.1(a).
(b) In addition to its obligation under subsection 2.6(a),
the Transferor may, but shall not be obligated to, designate from time to time
Additional Accounts of the Transferor to be included as Accounts or
Participations to be included as Trust Assets, in either case as of the
applicable Addition Date.
(c) The Transferor agrees that any such transfer of
Receivables from Additional Accounts, under subsection 2.6(a) or (b) shall
satisfy the following conditions (to the extent provided below):
(i) On or before the fifth Business Day prior to
the Addition Date with respect to additions pursuant to subsection
2.6(a) and on or before the tenth Business Day prior to the Addition
Date with respect to additions pursuant to subsection 2.6(b) (the
"Notice Date"), the Transferor shall give the Trustee, each Rating
Agency and the Servicer written notice that such Additional Accounts or
Participations will be included, which notice shall specify the
approximate aggregate amount of the Receivables to be transferred.
(ii) On or before the Addition Date, the
Transferor 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") and the Transferor shall have indicated
in its computer files that the Receivables created in connection with
the Additional Accounts have been transferred to the Trust and, within
five Business Days thereafter, or as otherwise agreed upon between the
Transferor and the Trustee, the Transferor shall have delivered to the
Trustee a computer file or microfiche list containing a true and
complete list of all Additional Accounts, adequately identified by
billing cycle and/or account number and the aggregate amount of the
Receivables in such Additional Accounts, as of the Addition Date, 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.
<PAGE>
(iii) The Transferor shall represent and warrant
that (x) each Additional Account is, as of the Addition Date, an
Eligible Account, and each Receivable in such Additional Account is, as
of the Addition Date, an Eligible Receivable, (y) 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 from the available Eligible Accounts from the
Bank Portfolio, and (z) as of the Addition Date, the Transferor is not
insolvent.
(iv) The Transferor shall represent and warrant
that, as of the Addition Date, the Assignment constitutes either (x) a
valid transfer and assignment to the Trust of all right, title and
interest of the Transferor in and to the Receivables then existing and
thereafter created in the Additional Accounts, and all proceeds (as
defined in the UCC) of such Receivables and Insurance Proceeds relating
thereto and such Receivables and all proceeds thereof and Insurance
Proceeds relating thereto will be held by the Trust free and clear of
any Lien of any Person claiming through or under the Transferor or any
of its Affiliates, except for (i) Liens permitted under subsection
2.5(b), (ii) the interest of the Transferor as Holder of the Transferor
Certificate and (iii) the Transferor's right to receive interest
accruing on, and investment earnings in respect of, the Finance Charge
Account and the Principal 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), in such property to the Trust, which
is enforceable with respect to then existing Receivables of the
Additional Accounts, the proceeds (as defined in the UCC), 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
conveyed on such Addition Date, the proceeds (as defined in the UCC),
thereof and Insurance Proceeds relating thereto 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 2.1 with respect to such Additional Accounts and
in the case of the Receivables thereafter created in such Additional
Accounts and the proceeds (as defined in the UCC), thereof, and
Insurance Proceeds relating thereto, upon such creation, the Trust
shall have a first priority perfected security interest in such
property (subject to Section 9-306 of the UCC), except for Liens
permitted under subsection 2.5(b).
(v) The Transferor shall deliver an Officer's
Certificate substantially in the form of Schedule 2 to Exhibit B to the
Trustee confirming the items set forth in paragraph (iii) above.
(vi) The Transferor shall deliver an Opinion of
Counsel with respect to the Receivables in the Additional Accounts to
the Trustee substantially in the form of Exhibit E.
(vii) the Rating Agency Condition shall have been
satisfied with respect to the inclusion of such accounts as Additional
Accounts pursuant to subsection 2.6(b).
<PAGE>
(viii) With respect to a Participation included as
Trust Assets pursuant to subsection 2.6(b), the Transferor shall
deliver a Tax Opinion.
Section 2.7 Removal of Accounts.
(a) Subject to the conditions set forth below, the
Transferor may, but shall not be obligated to, designate Receivables from
Accounts for deletion and removal ("Removed Accounts") from the Trust;
provided, however, that the Transferor 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 Transferor (the "Removal
Date"), the Transferor shall give the Trustee and the Servicer written notice
that the Receivables from such Removed Accounts are to be reassigned to the
Transferor.
(b) The Transferor shall be permitted to designate and
require reassignment to it of the Receivables from Removed Accounts only upon
satisfaction of the following conditions:
(i) The removal of any Receivables of any
Removed Accounts on any Removal Date shall not, in the reasonable
belief of the Transferor, (a) cause a Pay Out Event to occur;
provided, however, that for the purposes of this subsection 2.7(b)(i),
the Receivables of each Removed Account shall be considered to have
been removed as of the Removal Date, (b) cause the Transferor Interest
to be less than the Minimum Transferor Interest on such Removal Date,
(c) cause the sum of the aggregate amount of Principal Receivables and
the Excess Funding Amount to be less than the Minimum Aggregate
Principal Receivables, or (d) result in the failure to make any
payment specified in the related Supplement with respect to any
Series.
(ii) On or prior to the Removal Date, the
Transferor shall have delivered to the Trustee for execution a written
assignment in substantially the form of Exhibit G (the "Reassignment")
and, within five Business Days thereafter, or as otherwise agreed upon
between the Transferor and the Trustee, the Transferor 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.
(iii) The Transferor shall represent and warrant
that no selection procedures believed by the Transferor to be
materially adverse to the interests of the Certificateholders were
utilized in selecting the Removed Accounts to be removed from the
Trust.
(iv) As of the Removal Notice Date, either (a)
the Receivables are not more than 15% delinquent by estimated principal
amount and the weighted averaged delinquency of such Receivables is not
more than 60 days, or (b) the Receivables are not more than 7%
delinquent by estimated principal amount and the weighted average
delinquency of such Receivables does not exceed 90 days.
<PAGE>
(v) On or before the tenth Business Day prior to
the Removal Date, each Rating Agency shall have received notice of such
proposed removal of the Receivables of such Accounts and the Transferor
shall have received written confirmation from each Rating Agency that
such removal will satisfy the Rating Agency Condition; and
(vi) The Transferor shall have delivered to the
Trustee an Officer's Certificate confirming the items set forth in
clauses (i) through (v) above. 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.
Upon satisfaction of the above conditions, the Trustee shall
execute and deliver the Reassignment to the Transferor, and the Receivables
from the Removed Accounts shall no longer constitute a part of the Trust.
Section 2.8 Discount Option. The Transferor shall have the
option to designate at any time a fixed or floating percentage (the "Discount
Percentage"), of the amount of Receivables arising in the Accounts on or after
the date such designation becomes effective that would otherwise constitute
Principal Receivables (prior to subtracting from Principal Receivables, Finance
Charge Receivables that are Discount Option Receivables) to be treated as
Finance Charge Receivables. The Transferor may from time to time increase
(subject to the limitations described below), reduce or eliminate the Discount
Percentage for Discount Option Receivables arising in the Accounts on and after
the date of such change. The Transferor must provide 30 days' prior written
notice to the Servicer, the Trustee, each Credit Enhancement Provider and each
Rating Agency of any such exercise of the discount option or increase,
reduction or elimination of the Discount Percentage, and such exercise of the
discount option or increase, reduction or elimination of the Discount
Percentage shall become effective on the date specified therein only if (i) the
Transferor has delivered to the Trustee an Officer's Certificate to the effect
that, based on the facts known to such officer at the time, the Transferor
reasonably believes that such increase, reduction or elimination shall not at
the time of its occurrence cause a Pay Out Event, or an event which with notice
or the lapse of time would constitute a Pay Out Event, to occur with respect to
any Series and (ii) the Transferor, the Servicer and the Trustee shall have
received written confirmation from each Rating Agency that the Rating Agency
Condition is satisfied.
(a) On each Date of Processing after the date on which the
Transferor's exercise of its discount option takes effect, the Transferor shall
treat Discount Option Receivables Collections as Collections of Finance Charge
Receivables.
[End of Article II]
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF RECEIVABLES
Section 3.1 Acceptance of Appointment and Other Matters
Relating to the Servicer.
(a) Chase Bank agrees to act as the Servicer under this
Agreement. The Investor Certificateholders of each Series by their acceptance
of the related Certificates consent to Chase Bank 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 Credit
Card 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 10.1, 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 10.1, to instruct the
Trustee to make withdrawals and payments, from the Finance Charge Account, the
Principal Account, the Excess Funding 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 10.1, 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. The
Trustee agrees that it shall promptly follow the instructions of the Servicer
to withdraw funds from the Principal Account, the Finance Charge Account, the
Excess Funding Account, or any Series Account and to take any action required
under any Credit Enhancement at such time as required under this Agreement.
The Trustee shall execute at the Servicer's written request such documents
prepared by the Transferor and acceptable to the Trustee as may be necessary or
appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.
(c) In the event that the Transferor 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 9.2 or the order of any federal governmental
agency having regulatory authority over the Transferor or any court of
competent jurisdiction that the Transferor 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
<PAGE>
Receivables, and all amounts which would have constituted Collections with
respect to Principal Receivables but for the Transferor's inability to transfer
such Receivables (up to an aggregate amount equal to the aggregate amount of
Principal Receivables in the Trust as of such date) in accordance with
subsection 2.5(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
Transferor's inability to transfer Receivables to the Trust that 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 Transferor'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 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 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
that Collections with respect thereto shall continue to be allocated and paid
in accordance with Article IV.
(d) In the event that pursuant to subsection 2.4(d), the
Transferor accepts reassignment of an Ineligible Receivable as a result of a
breach of the representations and warranties in subsection 2.4(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 not specifically
applicable either to an Ineligible Receivable of such Obligor reassigned to the
Transferor 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
Transferor, 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 separate
servicing procedures, offices, employees or accounts for servicing the
Receivables 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.
<PAGE>
Section 3.2 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 servicing fee prior to the termination of the Trust pursuant to
Section 12.1. The Servicing Fee shall be payable, with respect to each Series,
at the times and in the amounts set forth in the related Supplement. The
Servicing Fee shall be allocated between the Investor Certificates (the
"Investor Servicing Fee") and the Holder of the Transferor Certificate (the
"Transferor Servicing Fee").
The Servicer's expenses include the amounts due to the Trustee
pursuant to Section 11.5 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, however 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
servicing fee specified herein.
Section 3.3 Representations and Warranties of the Servicer.
Chase Bank, 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
banking corporation duly organized, validly existing and in good
standing under the laws of the state of its organization 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 as such business is presently conducted, and to execute, deliver
and perform its obligations under this Agreement.
(b) Due Qualification. The Servicer is duly qualified to
do business and is in good standing (or is exempt from such
requirement) and has obtained all necessary licenses and approvals,
except to the extent that the failure so to qualify or register would
not have a material adverse effect on the Servicer's ability to perform
its obligations hereunder.
(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.
(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 or the rights of creditors of banking
corporations organized under the laws of the State of New York.
<PAGE>
(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
except to the extent that the same could not reasonably be expected to
have a material adverse effect on the Certificateholders or any Credit
Enhancement Provider.
(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 service properly 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 or any Credit
Enhancement Provider.
Section 3.4 Reports and Records for the Trustee.
(a) Daily Reports. On each Business Day during any period
during which the Servicer is required to make daily deposits to the Collection
Account pursuant to Section 4.3(a), the Servicer 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 amount of Receivables as
of the close of business on the preceding Business Day.
(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 13.5, to
the Trustee, the Paying Agent, any Credit Enhancement Provider and each 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
<PAGE>
of Collections of 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 processed as of the
end of the last day of the preceding Monthly Period, (v) the balance on deposit
in the Finance Charge Account, the Principal Account or any Series Account
applicable to any Series then outstanding on such Determination Date with
respect to Collections processed by the Servicer during the preceding Monthly
Period, (vi) the aggregate amount, if any, of withdrawals, drawings or payments
under any Credit 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 sum of all amounts payable to the Investor
Certificateholders of each Series (or for a Series of more than one Class, each
such Class) on the succeeding Distribution Date in respect of Certificate
Principal and Certificate Interest with respect to such preceding monthly
Period and (viii) such other matters as are set forth in Exhibit C.
Section 3.5 Annual Servicer's Certificate. On or before March
31 of each calendar year, beginning with March 31, 1997, the Servicer will
deliver, as provided in Section 13.5, to the Trustee, any Credit Enhancement
Provider and the Rating Agency, 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 the preceding calendar
year, or for the initial period, from the Closing Date until December 31, 1996,
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 3.6 Annual Independent Accountants' Servicing Report.
(a) On or before March 31 of each calendar year, beginning
with March 31, 1997, the Servicer shall cause a firm of nationally recognized
independent certified public accountants (who may also render other services to
the Servicer or the Transferor) to furnish, as provided in Section 13.5, a
report addressed to the Trustee, any Credit Enhancement Provider and the
Transferor, to the effect that such firm has examined management's assertion
that, as of the date of such report, the system of internal control over
servicing of securitized credit card receivables met the criteria for effective
internal control described in the report entitled "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO") and that in their opinion, management's
assertion is fairly stated, in all material respects. A copy of such report
shall be distributed by the Trustee to the Rating Agency and will be available
for distribution to Certificateholders upon written request therefor addressed
to the Trustee at the Corporate Trust Office.
(b) On or before March 31 of each calendar year, beginning
with March 31, 1997, the Servicer shall cause a firm of nationally recognized
independent certified public accountants (who may also render other services to
the Servicer or the Transferor) to furnish, as provided in Section 13.5, a
report, prepared using generally accepted attestation standards, addressed to
the Trustee, any Credit Enhancement Provider and the Transferor, to the effect
that they have compared the amounts set forth in the monthly certificates
<PAGE>
forwarded by the Servicer pursuant to subsection 3.4(c) during the period
covered by such report (which shall be the twelve-month period ending on
December 31 of the preceding calendar year, or for the initial period, from the
Closing Date until December 31, 1996) with the Servicer's computer reports
which were the source of such amounts and found them to be in agreement or
shall disclose any exceptions noted. Additionally, such firm shall recalculate
the mathematical accuracy of amounts derived in the monthly certificates. A
copy of such report shall be distributed by the Trustee to the Rating Agency
and will be available for distribution to Certificateholders upon written
request therefor addressed to the Trustee at the Corporate Trust Office.
Section 3.7 Tax Treatment. The Transferor has structured this
Agreement and the Investor Certificates with the intention that the Investor
Certificates will qualify under applicable federal, state, local and foreign
tax law as indebtedness. The Transferor, the Servicer, the Holder of the
Transferor 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 Transferor 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 3.7. 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 3.7.
Section 3.8 Notices to the Transferor. In the event that the
Transferor is no longer acting as Servicer, any Successor Servicer appointed
pursuant to Section 10.2 shall deliver or make available to the Transferor each
certificate and report required to be prepared, forwarded or delivered
thereafter pursuant to Sections 3.4, 3.5 and 3.6.
[End of Article III]
<PAGE>
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.1 Rights of Certificateholders. Each Series of
Investor Certificates shall represent Undivided Interests in the Trust,
including the benefits of any Credit Enhancement issued with respect to such
Series and the right to receive the Collections and other amounts at the times
and in the amounts specified in this Article IV to be deposited in the Investor
Accounts and any other Series Account (if so specified in the related
Supplement) or to be paid to the Investor Certificateholders of such Series;
provided, however, that the aggregate interest represented by such Certificates
at any time in the Principal Receivables shall not exceed an amount equal to
the Investor Interest at such time. The Transferor Certificate shall represent
the remaining undivided interest in the Trust, including the right to receive
the Collections and other amounts at the times and in the amounts specified in
this Article IV to be paid to the Holder of the Transferor Certificate;
provided, however, that the aggregate interest represented by such Transferor
Certificate at any time in the Principal Receivables shall not exceed the
Transferor Interest at such time and such Certificate shall not represent any
interest in the Investor Accounts, except as provided in this Agreement, or the
benefits of any Credit Enhancement issued with respect to any Series.
Section 4.2 Establishment of Accounts.
(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, an Eligible Deposit Account bearing a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Certificateholders (the "Collection Account").
Pursuant to authority granted to it pursuant to subsection 3.1(b), the Servicer
shall have the revocable power to withdraw funds from the Collection Account
for the purposes of carrying out its duties hereunder.
(b) The Finance Charge and Principal Accounts. The
Trustee, for the benefit of the Investor Certificateholders, shall establish
and maintain in the State of New York with the Paying Agent in the name of the
Trust two Eligible Deposit Accounts (the "Finance Charge Account" and the
"Principal Account", respectively), bearing a designation clearly indicating
that the funds therein are held for the benefit of the Investor
Certificateholders; provided, however, that each of such accounts may be
established as sub-accounts of the Collection Account. The Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Finance Charge Account and the Principal Account and in all proceeds
thereof. The Finance Charge Account and the Principal Account shall be under
the sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders. Pursuant to authority granted to it hereunder, the
Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Finance Charge Account and Principal Account for the purpose of
carrying out the Servicer's duties hereunder. 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 Investor Certificateholders.
(c) The Distribution Account. The Trustee, for the
benefit of the Investor Certificateholders, shall cause to be established and
<PAGE>
maintained in the name of the Trust, an Eligible Deposit Account bearing a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Investor Certificateholders (the "Distribution
Account"). The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Distribution Account and in all
proceeds thereof. The Distribution Account shall be under the sole dominion
and control of the Trustee for the benefit of the Investor Certificateholders.
(d) The Excess Funding Account. The Trustee, for the benefit
of the Investor Certificateholders, shall establish and maintain an Eligible
Deposit Account bearing a designation clearly indicating that the funds therein
are held for the benefit of the Investor Certificateholders (the "Excess
Funding Account"). The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Excess Funding Account and in all
proceeds thereof. The Excess Funding Account shall be under the sole dominion
and control of the Trustee for the benefit of the Investor Certificateholders.
If, at any time, the Excess Funding Account ceases to be an Eligible Deposit
Account, the Trustee shall notify the Rating Agency and within 10 Business Days
establish a new Eligible Deposit Account which shall be designated as the new
Excess Funding Account and shall transfer any cash or any investments to such
new Excess Funding Account. From the date such new Excess Funding Account is
established, it shall be the "Excess Funding Account." Pursuant to authority
granted to it hereunder, the Servicer shall have the revocable power to
instruct the Trustee to withdraw funds from the Excess Funding Account for the
purpose of carrying out the Servicer's duties hereunder. The Trustee at all
times shall maintain accurate records reflecting each transaction in the Excess
Funding Account and that funds held therein shall at all times be held in trust
for the benefit of the Investor Certificateholders.
(e) Series Accounts. If so provided in the related
Supplement, the Trustee, for the benefit of the Investor Certificateholders,
shall cause to be established and maintained in the name of the Trust, one or
more Series Accounts. Each such Series Account shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Investor Certificateholders of such Series. Each such Series Account will
be an Eligible Deposit Account, if so provided in the related Supplement and
will have the other features and be applied as set forth in the related
Supplement.
(f) Administration of the Finance Charge, Principal
Accounts and Excess Funding Account. Funds on deposit in the Principal
Account, the Finance Charge Account and the Excess 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 related to the Monthly Period in which such funds were processed for
collection, or if so specified in the related Supplement, immediately preceding
a Distribution Date. The Trustee shall maintain for the benefit of the
Investor Certificateholders 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 sale or
maturity; provided, however that no such investment shall be disposed of prior
to its maturity date. 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 Trustee in an Eligible
Deposit Account in the name of the Transferor, or a Person designated in
writing by the Servicer, which shall not constitute a part of the Trust, or
shall otherwise be turned over by the Trustee to the Transferor not less
<PAGE>
frequently than monthly, and all interest and earnings (net of losses and
investment expenses) on funds on deposit in the Excess Funding Account shall be
deposited by the Trustee in the Finance Charge Account for application as
Collections of Finance Charge Receivables. Subject to the restrictions set
forth above, the Servicer, or a Person designated in writing by the Servicer,
of which the Trustee shall have received written notification thereof, shall
instruct the Trustee 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, the
Principal Account and, except as provided in the second preceding sentence, the
Excess Funding Account, for any reason under this Agreement, all investment
earnings on such funds shall be deemed not to be available or on deposit.
Section 4.3 Collections and Allocations.
(a) Collections. Except as provided below, 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. 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, 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 Transferor Certificate in
accordance with this Article IV and shall withdraw the required amounts from
the Collection Account or pay such amounts to the Holder of the Transferor
Certificate in accordance with this Article IV, in both cases as modified by
any Supplement. The Servicer shall make such deposits or payments on the date
indicated therein in immediately available funds 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 Transferor shall remain the Servicer
hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit
covering risk collection of the Servicer, and (ii) the Transferor shall not
have received a notice from any Rating Agency that such a letter of credit
would result in the lowering of such Rating Agency's then-existing rating of
the Investor Certificates, or (b) the Servicer shall have and maintain a
certificate of deposit or short-term deposit rating of "P-1" by Moody's and of
"A-1" by Standard & Poor's, the Servicer need not deposit Collections into the
Collection Account, the Principal Account, the Finance Charge Account, the
Excess Funding Account or any Series Account, as provided in any Supplement, or
make payments to the Holder of the Transferor Certificate as provided in
Article IV, but may make such deposits, payments and withdrawals on each
Transfer Date 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.
Notwithstanding anything else in this Agreement to the
contrary, with respect to any Monthly Period, whether the Servicer is required
to make monthly or daily deposits from the Collection Account into the Finance
Charge Account, the Principal Account, the Excess Funding Account or any Series
Account, as provided in any Supplement, (i) the Servicer will only be required
to deposit Collections from the Collection Account into the Finance Charge
Account, the Principal Account, the Excess Funding Account or any Series
<PAGE>
Account in an amount equal to the lesser of (x) the amount required to be
deposited into any such deposit account pursuant to the terms of this Agreement
or any Supplement and (y) the amount required to be distributed on or prior to
the related Distribution Date to Investor Certificateholders or to any Credit
Enhancement Provider pursuant to the terms of any Supplement or agreement
relating to such Credit Enhancement and (ii) if at any time prior to such
Distribution Date the amount of Collections deposited in the Collection Account
exceeds the amount required to be deposited pursuant to clause (i) above, the
Servicer will be permitted to withdraw the excess from the Collection Account.
(b) Allocations for the Transferor Certificate.
Throughout the existence of the Trust, unless otherwise stated in any
Supplement, the Servicer shall allocate to the Holder of the Transferor
Certificate an amount equal to the product of (A) the Transferor Percentage and
(B) the aggregate amount of such Collections allocated to Principal Receivables
and Finance Charge Receivables, respectively, in respect of each Monthly
Period. Notwithstanding anything in this Agreement to the contrary, unless
otherwise stated in any Supplement, the Servicer need not deposit this amount
or any other amounts so allocated to the Transferor Certificate pursuant to any
Supplement into the Collection Account and shall pay, or be deemed to pay, such
amounts as collected to the Holder of the Transferor Certificate.
(c) Adjustments for Miscellaneous Credits and Fraudulent
Charges. The Servicer shall be obligated to reduce on a net basis in each
Monthly Period the aggregate amount of Principal Receivables used to calculate
the Transferor Interest as provided in this subsection 4.3(c) (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-back or adjustment
(including Servicer errors) or (iii) which was created as a result of a
fraudulent or counterfeit charge.
In the event that the inclusion of the amount of a Credit
Adjustment in the calculation of the Transferor Interest would cause the
Transferor Interest to be an amount less than the Minimum Transferor Interest,
the Transferor shall make a deposit, no later than the Business Day following
the Date of Processing of such Credit Adjustment, in the Excess Funding Account
in immediately available funds in an amount equal to the amount by which such
Credit Adjustment would cause the Transferor Interest to be less than the
Minimum Transferor Interest on such Date of Processing.
(d) Transfer of Defaulted Accounts. Unless otherwise
provided in any Supplement, 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
Transferor, without recourse, representation or warranty, all the right, title
and interest of the Trust in and to Receivables in such Defaulted Account, all
monies due or to become due with respect to such Receivables, all proceeds of
such Receivables and Insurance Proceeds relating to such Receivables allocable
to the Trust with respect to such Receivables. Notwithstanding any such
transfer of accounts, amounts recovered with respect to such defaulted accounts
may still be allocated to the Trust to the extent provided for in the
definition of Recoveries.
(e) Operation of Excess Funding Account. On each
Determination Date on which one or more Series is in its Amortization Period or
<PAGE>
Accumulation Period, the Servicer shall determine the aggregate amount of
Principal Shortfalls, if any, with respect to each such Series that is a
Principal Sharing Series, and the Servicer shall instruct the Trustee to
withdraw such amount (up to the Excess Funding Amount) from the Excess Funding
Account on the next succeeding Transfer Date and deposit such amount in the
Distribution Account for allocation among each such Series as Shared Principal
Collections as specified in each related Supplement. On any Business Day on
which the Transferor Interest exceeds the Minimum Transferor Interest, the
Servicer shall instruct the Trustee to withdraw the amount of such excess (up
to the Excess Funding Amount) from the Excess Funding Account on such day and
pay such amount to the Holder of the Transferor Certificate.
Section 4.4 Allocations During Funding Period. To the extent
that the Servicer establishes an Eligible Deposit Account as a pre-funding
account (the "Pre-Funding Account") with respect to any Series, bearing a
designation indicating that the funds deposited therein are for the benefit of
such Series, during the period (the "Funding Period"), as set forth in the
related Supplement, that the Pre-Funding Account maintains a balance, the date
upon which an increase in the Invested Amount of such Series in accordance with
the terms of such related Supplement occurs shall be treated as an Addition
Date solely for the purpose of calculating the applicable Investor Percentages.
Such Addition Date shall be deemed to occur on the date of each such increase
and the applicable Investor Percentages shall be calculated accordingly.
Section 4.5 Certain Fees.
(a) On or prior to each Determination Date
following a Monthly Period all of the days of which follow the Fee
Determination Date, the Transferor shall notify the Servicer of the amounts of
Late Fees and similar fees and charges and Special Fees to be included as
Collections of Finance Charge Receivables arising from the Chase Accounts 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 (the "Fee Determination Date"), such amounts shall be deemed to be
equal to the product of (x) the amount of Late Fees and similar fees and
charges and Special Fees, as the case may be, billed with respect to such
Monthly Period and (y) a fraction, the numerator of which is the amount of
Collections of Periodic Finance Charges and Annual Membership Fees arising from
the Chase Accounts with respect to such Monthly Period, and the denominator of
which is the amount of Periodic Finance Charges and Annual Membership Fees
arising from the Chase Accounts billed with respect to such Monthly Period.
(b) On and after the Fee Determination Date, in
the case of the Chase Accounts, and at all times, in the case of the Chemical
Accounts, the amounts of Late Fees and similar fees and charges and Special
Fees to be included as Collections of Finance Charge Receivables shall be the
actual amounts of such fees and charges, as computed by the Servicer.
(c) On each Transfer Date prior to the first
Monthly Period all of the days of which follow the Fee Determination Date, the
Transferor 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 Late Fees and similar fees and charges and Special Fees arising from
the Chase Accounts to be so included as Collections of Finance Charge
<PAGE>
Receivables with respect to the preceding Monthly Period, as calculated
pursuant to this Section 4.5.
[THE REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE SPECIFIED
IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]
[End of Article IV]
<PAGE>
ARTICLE V
[ARTICLE V IS RESERVED AND SHALL
BE SPECIFIED IN ANY SUPPLEMENT
WITH RESPECT TO ANY SERIES]
[End of Article V]
<PAGE>
ARTICLE VI
THE CERTIFICATES
Section 6.1 The Certificates. Subject to Sections 6.10 and
6.13, 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 Transferor Certificate shall be substantially in the form of
Exhibit A. The Investor Certificates and the Transferor Certificate shall,
upon issue pursuant hereto or to Section 6.9 or Section 6.10, be executed and
delivered by the Transferor to the Trustee for authentication and redelivery as
provided in Sections 2.1 and 6.2. Any Investor Certificate shall be issuable
in a minimum denomination of $1,000 Undivided Interest and integral multiples
thereof, unless otherwise specified in any Supplement. The Transferor
Certificate shall be issued as a single certificate. Each Certificate shall be
executed by manual or facsimile signature on behalf of the Transferor 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 Transferor 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 6.2 Authentication of Certificates. Contemporaneously
with the initial assignment and transfer of the Receivables, whether now
existing or hereafter created (other than Receivables in Additional Accounts)
and the other components to the Trust, the Trustee shall authenticate and
deliver the initial Series of Investor Certificates, upon the written order of
the Transferor, to the underwriters for the sale of the Book-Entry Certificates
evidenced by such Investor Certificates, and against payment to the Transferor
of the Initial Investor Interest (net of any purchase or underwriting
discount). Upon the receipt of such payment and the issuance of the Investor
Certificates, such Investor Certificates shall be fully paid and
non-assessable. The Trustee shall authenticate and deliver the Transferor
Certificate to the Transferor simultaneously with its delivery to the
Transferor of the initial Series of Investor Certificates. Upon an Exchange as
provided in Section 6.9 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 Transferor, to the Persons designated in
such Supplement. Upon the order of the Transferor, the Certificates of any
Series shall be duly authenticated by or on behalf of the Trustee, in
authorized denominations. 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
<PAGE>
written order of the Transferor, to the Depository 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 Transferor, to a
Clearing Agency or is nominee as provided in Section 6.10 against payment of
the purchase price thereof.
Section 6.3 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 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. If any form of Investor Certificate is issued as a Global
Certificate, the Trustee may, or if and so long as any Series of Investor
Certificates are listed an the Luxembourg Stock Exchange and such exchange
shall so require, the Trustee shall appoint a co-transfer agent and
co-registrar in Luxembourg or another European city. Any reference in this
Agreement to the Transfer Agent and Registrar shall include any co-transfer
agent and co-registrar unless the context otherwise requires. Chase Bank shall
be permitted to resign as Transfer Agent and Registrar upon 30 days' written
notice to the Servicer. In the event that Chase Bank shall no longer be the
Transfer Agent and Registrar, the Trustee shall appoint a successor Transfer
Agent and Registrar.
Upon surrender for registration of transfer of any Certificate
at any office or agency of the Transfer Agent and Registrar, the Transferor
shall execute, subject to the provisions of subsection 6.3(c), 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 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 Undivided Interests, upon
surrender of the Investor Certificates to be exchanged at any such office or
agency. At the option of any Holder of Registered Certificates, 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 Registrar maintained for such
purpose. At the option of a Bearer Certificateholder, subject to applicable
laws and regulations (including without limitation, the Bearer Rules), 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 6.3 shall
<PAGE>
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.
Whenever any Investor Certificates of any Series are so
surrendered for exchange, the Transferor 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
written instrument of transfer in a form satisfactory to the Trustee and the
Transfer Agent and Registrar duly executed by the Certificate holder thereof or
his attorney-in-fact duly authorized in writing.
The preceding provisions of this Section 6.3 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 the Investor Certificates of such Series.
Unless otherwise provided in the related Supplement, no service
charge shall be made for any registration of transfer or exchange of
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 Certificates.
All Investor Certificates (together with any Coupons attached
to Bearer Certificates) surrendered for registration of transfer and exchange
shall be canceled by the Transfer Agent and Registrar and disposed of in a
manner satisfactory to the Trustee. The Trustee shall cancel and destroy any
Global Certificates upon its exchange in full for Definitive Certificates and
shall deliver a certificate of destruction to the Transferor. Such certificate
shall also state that a certificate or certificates of each Foreign Clearing
Agency to the effect referred to in Section 6.13 was received with respect to
each portion of such Global Certificate exchanged for Definitive Certificates.
The Transferor 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 6.9 or 7.2 or in any
Supplement, in no event shall the Transferor Certificate or any interest
therein be transferred hereunder, in whole or in part, unless the Trustee shall
have consented in writing to such transfer; provided, however, that the Trustee
may not withhold such consent if it shall have received (1) written
confirmation from each Rating Agency that such transfer will satisfy the Rating
Agency Condition and (2) a Tax Opinion with respect to such transfer.
(c) 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
<PAGE>
Certificates) shall be effected only if the conditions set forth in such
related Supplement are satisfied.
Whenever a Registered Certificate containing the legend sat
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 this subsection 6.3(c).
(d) The Transfer Agent and Registrar will maintain at its
expense in the Borough of Manhattan, the City of New York (and subject to this
Section 6.3, 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.
Section 6.4 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 reasonably 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 Transferor
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 6.4, 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 6.4 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed certificate shall be found at any
time.
Section 6.5 Persons Deemed Owners. Prior to due presentation
of a 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
(as described in any Supplement) 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,
<PAGE>
authorization, direction, notice, consent or waiver hereunder, unless otherwise
expressly specified herein or in the related Supplement, Investor Certificates
owned by the Transferor, 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. Investor Certificates so
owned that have been pledged in good faith shall not be disregarded 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 Transferor, the Servicer or an Affiliate thereof.
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 holder 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 Transferor, the Servicer or an
Affiliate thereof.
Section 6.6 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 this Agreement or 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 (or the Servicer if the Trustee is the Paying Agent) may revoke
such power and remove the Paying Agent, if the Trustee (or the Servicer if the
Trustee is the Paying Agent) 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 Trustee (or the Servicer if the
Trustee is the Paying Agent) shall notify the Rating Agency of the removal of
any Paying Agent. The Paying Agent, unless the Supplement with respect to any
Series states otherwise, shall initially be Chase Bank. If any form of
Investor Certificate is issued as a Global Certificate, or if and so long as
any Series of Investor Certificates are listed on the Luxembourg Stock Exchange
and such exchange shall so require, the Trustee shall appoint a co-paying agent
in Luxembourg or another European city. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Servicer. In the
event that any Paying Agent 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 provisions of Sections 11.1, 11.2 and 11.3 shall apply to
the Trustee also in the capacity of 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 Transferor
shall maintain a co-paying agent in New York City (for Registered Certificates
<PAGE>
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 6.7 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 and addresses of the
Investor Certificateholders as of the most recent Record Date for payment of
distributions to Investor Certificateholders. Unless otherwise provided in the
related Supplement, 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") may apply in writing to
the Trustee, and if 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 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 6.8 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 transfer, 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
authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent must be acceptable to the Transferor.
<PAGE>
(b) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an authenticating
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 Transferor. 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
Transferor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an authenticating agent shall cease to be
acceptable to the Trustee or the Transferor, 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 affect as if
originally named as an authenticating agent. No successor authenticating agent
shall be appointed unless acceptable to the Trustee and the Transferor.
(d) The Trustee agrees to pay each authenticating agent
from time to time reasonable compensation for its services under this Section
6.8, 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 11.5.
(e) The provisions of Sections 11.1, 11.2 and 11.3 shall
be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section
6.8, 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 signatory
Section 6.9 Tender of Transferor Certificate.
(a) Upon any Exchange, the Trustee shall issue to the
Holder of the Transferor Certificate under Section 6.1, for execution and
redelivery to the Trustee for authentication under Section 6.2, 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,
as selected by the Transferor. Except as specified in any Supplement for a
related Series, all Investor Certificates of any Series shall rank pari passu
and be equally and ratably entitled as provided herein to the benefits hereof
(except that the Credit Enhancement provided for any Series shall not be
<PAGE>
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.
(b) The Holder of the Transferor Certificate may tender
the Transferor Certificate to the Trustee in exchange for (i) one or more newly
issued Series of Investor Certificates or in connection with a Companion
Series, interests in such Series and (ii) a reissued Transferor Certificate
(any such tender, a "Transferor 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 Transferor Certificate may tender
the Transferor 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 Transferor Certificate (an
"Investor Exchange"). The Transferor Exchange and Investor Exchange are
referred to collectively herein as an "Exchange." The Holder of the Transferor
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 (and Class thereof, if applicable) 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) (b) its Certificate Rate (or the method for allocating interest
payments or other cash flows to such Series), if any, and (c) the Credit
Enhancement Provider, if any, with respect to such Series. On the Exchange
Date, the Trustee shall authenticate and deliver any such Series of Investor
Certificates only upon delivery to it of the following: (a) a Supplement
satisfying the criteria set forth in subsection 6.9(c) executed by the
Transferor and specifying the Principal Terms of such Series, (b) the
applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to
which the Credit Enhancement Provider agrees to provide the Credit Enhancement,
if any, (d) an Opinion of Counsel to the effect that, unless otherwise stated
in the related Supplement, the newly issued Series or Class of Investor
Certificates will be treated as debt secured by the Receivables for United
States federal income and Delaware and New York state income and corporate
franchise tax purposes, (e) a Tax Opinion, (f) written confirmation from each
Rating Agency that the Exchange will satisfy the Rating Agency Condition, (g)
an Officer's Certificate signed by a Vice President (or any more senior
officer) of the Transferor, that on the Exchange Date (i) the Transferor, after
giving effect to the Exchange, would not be required to add Additional Accounts
pursuant to subsection 2.6(a), and (ii) after giving effect to such Exchange,
the Transferor Interest would be at least equal to the Minimum Transferor
Interest and (h) the existing Transferor Certificate or applicable Investor
Certificates, as the case may be. Upon satisfaction of such conditions, the
Trustee shall cancel the existing Transferor Certificate or applicable Investor
Certificates, as the case may be, and issue, as provided above, such Series of
Investor Certificates and a new Transferor 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 newly issued 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 method of
<PAGE>
determining any adjusted Investor Interest, if applicable, (iv) the Certificate
Rate (or formula for the determination thereof), (v) the Closing Date, (vi)
each Rating Agency rating such Series, (vi) the name of the Clearing Agency, if
any, (vii) the rights of the Holder of the Transferor 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 accrue, (x) the periods during
which or dates on which principal will be paid or accrued, (xi) 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
accrete and the method for allocating Collections with respect to Finance
Charge Receivables and Receivables in Defaulted Accounts, (xii) any other
Collections with respect to Receivables or other amounts available to be paid
with respect to such Series, (xii) the names of any accounts to be used by such
Series and the terms governing the operation of any such accounts and use of
moneys therein, (xiv) the Series Servicing Fee and the Series Servicing Fee
Percentage, (xv) the Minimum Transferor Interest and the Series Termination
Date, (xvi) the terms of any Credit Enhancement with respect to such Series,
and the Credit Enhancement Provider, if applicable, (xvii) the base rate
applicable to such Series, (xviii) the terms on which the Certificates of such
Series may be repurchased or remarketed to other investors, (xix) any deposit
into any account provided for such Series, (xx) the number of Classes of such
Series, and if more than one Class, the rights and priorities of each such
Class, (xxi) whether Interchange or other fees will be included in the funds
available to be paid for such Series, (xxii) the priority of any Series with
respect to any other Series, (xxiii) the rights, if any, of the holders of the
Transferor Certificate that have been transferred to the holders of such
Series, (xxiv) the Pool Factor, (xxv) the Minimum Aggregate Principal
Receivables, (xxvi) whether such Series will be part of a Group, (xxvii)
whether such Series will or may be a Companion Series and the Series with which
it will be paired, if applicable and (xxviii) any other relevant terms of such
Series (including whether or not such Series will be pledged as collateral for
an issuance of any other securities, including commercial paper) (all such
terms, the "Principal Terms" of such Series). The terms of such Supplement may
modify or amend the terms of this Agreement solely as applied to such new
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 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 or
Foreign 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 or Foreign 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
<PAGE>
provided in Section 6.12. Unless and until definitive, fully registered
Investor Certificates of any Series ("Definitive Certificates") have been
issued to Certificate Owners pursuant to Section 6.12;
(i) the provisions of this Section 6.10 shall be
in full force and effect with respect to each such Series;
(ii) the Transferor, 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 6.10 conflict with any other provisions of this Agreement, the
provisions of this Section 6.10 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 or
Foreign 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 or Foreign 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
6.12, 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 6.11 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 6.12, the Trustee shall give all such notices and
communications specified herein to be given to Holders of the Investor
Certificates to the Clearing Agency or Foreign Clearing Agency for distribution
to Holders of Investor Certificates.
Section 6.12 Definitive Certificates. If (i) (A) the
Transferor advises the Trustee in writing that the Clearing Agency or Foreign
Clearing Agency is no longer willing or able to discharge properly its
responsibilities under the applicable Depository Agreement, and (B) the Trustee
or the Transferor is unable to locate a qualified successor, (ii) the
Transferor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or Foreign 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 or Foreign Clearing
Agency through the applicable Clearing Agency Participants in writing that the
continuation of a book-entry system through the applicable Clearing Agency or
Foreign 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 Certificates to Certificate Owners
<PAGE>
of such Series requesting the same. Upon surrender to the Trustee of the
Investor Certificates of such Series by the applicable Clearing Agency or
Foreign Clearing Agency, accompanied by registration instructions from the
applicable Clearing Agency or Foreign Clearing Agency for registration, the
Trustee shall issue the Definitive Certificates of such Series. Neither the
Transferor 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 or Foreign 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 as Certificateholders of
such Series hereunder.
Section 6.13 Global Certificate. 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 6.13 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 or Bearer Certificates in
definitive form.
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 13.1 of the
Agreement.
[End of Article VI]
<PAGE>
ARTICLE VII
OTHER MATTERS RELATING
TO THE TRANSFEROR
Section 7.1 Liability of the Transferor. The Transferor shall
be liable in accordance herewith to the extent of the obligations specifically
undertaken by the Transferor.
Section 7.2 Merger or Consolidation of, or Assumption of the
Obligations of, the Transferor.
(a) The Transferor 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) (A) the Transferor is the surviving entity
or (B) if the Transferor is not the surviving entity, the corporation
formed by such consolidation or into which the Transferor is merged or
the Person which acquires by conveyance or transfer the properties and
assets of the Transferor substantially as an entirety shall be
organized and existing under the laws of the United States of America
or any State or the District of Columbia, and shall be a national
banking association, state banking corporation or other entity which is
not subject to the bankruptcy laws of the United States of America 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 Transferor, as
applicable hereunder and shall benefit from all the rights granted to
the Transferor, as applicable hereunder. To the extent that any right,
covenant or obligation of the Transferor, as applicable hereunder, is
inapplicable 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. In
furtherance hereof, in applying this Section 7.2 to a successor entity,
Section 9.2 hereof shall be applied by reference to events of
involuntary liquidation, receivership or conservatorship applicable to
such successor entity as shall be set forth in the Officer's
Certificate described in subsection 7.2(a)(ii);
(ii) the Transferor shall have delivered to the
Trustee an Officer's Certificate signed by a Vice President (or any
more senior officer) of the Transferor stating that such consolidation,
merger, conveyance or transfer and such supplemental agreement comply
with this Section 7.2 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; and
(iii) the Transferor shall have delivered notice
to the Rating Agency of such consolidation, merger, conveyance or
transfer.
(b) The obligations of the Transferor hereunder shall not
be assignable nor shall any Person succeed to the obligations of the Transferor
hereunder (i) except for mergers, consolidations, assumptions or transfers in
<PAGE>
accordance with the provisions of the foregoing paragraph or (ii) unless the
assignee with respect to such obligations shall be organized and existing under
the laws of the United States of America or any State or the District of
Columbia, and shall be a national banking association, state banking
corporation or other entity which is not subject to the bankruptcy laws of the
United States of America 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 Transferor, as applicable hereunder and shall benefit from all the
rights granted to the Transferor, as applicable hereunder. To the extent that
any right, covenant or obligation of the Transferor, as applicable hereunder,
is inapplicable to the assignee, such assignee shall be subject to such
covenant or obligation, or benefit from such right, as would apply, to the
extent practicable, to such assignee.
Section 7.3 Limitation of Liability. The directors, officers,
employees or agents of the Transferor shall not be under any liability to the
Trust, the Trustee, the Certificateholders, any Credit Enhancement Provider or
any other Person hereunder or pursuant to any document delivered hereunder, it
being expressly understood that all such liability is expressly waived and
released as a condition of, and as consideration for, the execution of this
Agreement and any Supplement and the issuance of the Certificates; provided,
however, that this provision shall not protect the officers, directors,
employees, or agents of the Transferor against any liability which would
otherwise be imposed by reason of willful misfeasance or gross negligence in
the performance of duties or by reason of reckless disregard of obligations and
duties hereunder. Except as provided in Section 7.4, the Transferor shall not
be under any liability to the Trust, the Trustee, the Certificateholders, any
Credit Enhancement Provider or any other Person for any action taken or for
refraining from the taking of any action in its capacity as Transferor pursuant
to this Agreement or any Supplement whether arising from express or implied
duties under this Agreement or any Supplement; provided, however, that this
provision shall not protect the Transferor against any liability which would
otherwise be imposed by reason of willful misfeasance or gross negligence in
the performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Transferor 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 7.4 Liabilities. Notwithstanding Section 7.3 (and
notwithstanding Sections 3.2, 8.3, 8.4 and 11.11), or any other provision
herein, the Transferor by entering into this Agreement, and any holder of an
interest in the Transferor Certificate by its acceptance thereof, agree to be
liable, directly to any creditor or claimant for the entire amount of any
liabilities, including without limitation, any taxes imposed on the Trust,
losses, claims or damages (other than those that would be incurred by an
Investor Certificateholder or a Credit Enhancement Provider, if any, if the
Investor Certificates or Collateral Interest, as the case may be, were notes
secured by the Receivables, for example, as a result of the performance of the
Receivables, market fluctuations, a shortfall or failure to make payment under
any Credit Enhancement or other similar market or investment risks associated
with ownership of the Investor Certificates) arising out of or based on the
arrangement created by this Agreement (to the extent that, if the Trust assets
at the time the claim is made were used to pay in full all outstanding
Certificates of all Series, the Trust assets that would remain after the
Investor Certificateholders and Credit Enhancement Providers, if any, were paid
in full would be insufficient to pay any such losses, claims, damages or
<PAGE>
liabilities) as though this Agreement created a partnership under the New York
Revised Limited Partnership Act in which the Transferor and such holder of an
interest in the Transferor Certificate were the general partners of such
partnership. The rights created by this Section 7.4 shall run directly to and
be enforceable by the injured party subject to the limitations hereof. To the
extent provided in Section 8.4, the Servicer will (from its own assets and not
from the assets of the Trust) indemnify and hold harmless the Transferor and
each holder of an interest in the Transferor Certificate against and from
certain losses, claims, damages and liabilities of the Transferor as described
in this Section arising from the actions or omissions of the Servicer.
[End Of Article VII]
<PAGE>
ARTICLE VIII
OTHER MATTERS RELATING
TO THE SERVICER
Section 8.1 Liability of the Servicer. The Servicer shall be
liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Servicer in such capacity herein.
Section 8.2 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer. The Servicer 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) (A) the Servicer is the surviving entity or
(B) if the Servicer is not the surviving entity, 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
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 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);
(ii) the Servicer shall have delivered to the
Trustee an Officer's Certificate that such consolidation, merger,
conveyance or transfer and such supplemental agreement comply with this
Section 8.2 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
with respect to the Servicer; and
(iii) the Servicer shall have delivered notice to
the Rating Agency of such consolidation, merger, conveyance or
transfer.
Section 8.3 Limitation of Liability of the Servicer and
Others. The directors, officers, employees or agents of the Servicer shall not
be under any liability to the Trust, the Trustee, the Certificateholders, any
Credit Enhancement Provider or any other Person hereunder or pursuant to any
document delivered hereunder, it being expressly understood that all such
liability is expressly waived and released as a condition of, and as
consideration for, the execution of this Agreement and any Supplement and the
issuance of the Certificates; provided, however, that this provision shall not
protect the directors, officers, employees and agents of the Servicer against
any liability which would otherwise be imposed by reason of willful misfeasance
or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. Except as provided in Section
8.4 with respect to the Trust and the Trustee, its officers, directors,
<PAGE>
employees and agents, the Servicer shall not be under any liability to the
Trust, the Trustee, its officers, directors, employees and agents, 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
Agreement or any Supplement; provided, however, that this provision shall not
protect the Servicer against any liability which would otherwise be imposed by
reason of willful misfeasance or gross negligence in the performance of duties
or by reason of its reckless disregard of its obligations and duties hereunder
or under any Supplement. The Servicer 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. 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 cause it to incur any expense or
liability.
Section 8.4 Servicer Indemnification of the Trust and the
Trustee. The Servicer shall indemnify and hold harmless the Trust and the
Trustee, its officers, directors, employees and agents, 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 or any Supplement, 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 acts, omissions or alleged acts or omissions constitute or are caused by
fraud, negligence, bad faith or willful misconduct by the Trustee; provided,
further, that the Servicer shall not indemnify the Trust, the Investor
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 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 of Defaulted Accounts or Receivables which are written off as
uncollectible; and provided, further, that the Servicer shall not indemnify the
Trust, the Investor Certificateholders or the Certificate Owners 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, 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. 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. The provisions of this Section 8.4 shall survive
termination of this Agreement and the resignation or removal of the Trustee.
Section 8.5 The Servicer Not to Resign. The Servicer shall
not resign from the obligations and duties hereby imposed on it except 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. Any such determination permitting the
resignation of the Servicer shall be evidenced as to clause (i) above by an
<PAGE>
Opinion of Counsel to such effect delivered to the Trustee. No such
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 10.2 hereof. If the Trustee is unable within 120 days
of the date of such determination to appoint a Successor Servicer, the Trustee
shall serve as Successor Servicer hereunder.
Section 8.6 Access to Certain Documentation and Information
Regarding the Receivables. The Servicer shall provide 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 8.6 shall derogate
from the obligation of the Transferor, 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
8.6 as a result of such obligations shall not constitute a breach of this
Section 8.6.
Section 8.7 Delegation of Duties. It is understood and agreed
by the parties hereto that the Servicer may delegate certain of its duties
hereunder to First Data Resources, Inc. ("FDR"), a credit card processor
located in Omaha, Nebraska. 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 Credit Card 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 8.5 hereof. If any such delegation is to a party other than
FDR notification thereof shall be given to each Rating Agency.
Section 8.8 Examination of Records. The Servicer shall
clearly and unambiguously identify each Account (including any Additional
Account designated pursuant to Section 2.6) 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]
<PAGE>
ARTICLE IX
PAY OUT EVENTS
Section 9.1 Pay Out Events. If any one of the following
events (each, a "Trust Pay Out Event") shall occur:
(a) (i) a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Transferor in an
involuntary case under the Bankruptcy Code or any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
which decree or order is not stayed, or any other similar relief shall
be granted under any applicable federal or state law, (ii) an
involuntary case is commenced against the Transferor under any
applicable bankruptcy, insolvency or other similar law now or hereafter
in effect which remains undismissed, undischarged or unbonded for a
period of 60 days or (iii) the Transferor shall have a decree or an
order for relief entered with respect to it or commence a voluntary
case under the Bankruptcy Code or any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect;
(b) the Transferor 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 Transferor; or the Transferor 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
Transferor shall become unable for any reason to transfer Receivables
to the Trust in accordance with the provisions of this Agreement; or
(c) 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 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 9.2 Additional Rights Upon the Occurrence of Certain
Events.
(a) If any event set forth in Section 9.1(a) or (b) shall
occur (any such event, an "Insolvency Event"), the Transferor 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 Insolvency Event and the arrangement among the parties created
hereby shall be deemed to have been dissolved, subject to the liquidation and
winding up procedures described below. Notwithstanding any cessation of the
transfer to the Trust of additional Principal Receivables, Finance Charge
<PAGE>
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, 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 9.2 and requesting instructions from such Holders.
Unless within 75 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 each
Series issued and outstanding (or, if any such Series has two or more Classes,
each Class) to the effect that such Certificateholders disapprove of the
liquidation of the Receivables. If such vote disapproving of liquidation of
the Receivables has not been obtained, 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 9.1 and 9.2 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 conclusively in its sole discretion 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.
(c) The Trustee may appoint an agent or agents to assist
with its responsibilities pursuant to this Article IX with respect to
competitive bids.
[End of Article IX]
<PAGE>
ARTICLE X
SERVICER DEFAULTS
Section 10.1 Servicer Defaults. If any one of the following
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 Credit Enhancement on or
before the date occurring ten 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 Investor Certificateholders of any Series 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 the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the
Investor Interest of any Series adversely affected thereby 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 8.7;
(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 an the Investor Certificateholders of any
Series 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 the
Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of any Series
adversely affected thereby 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, readjustment
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
<PAGE>
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 10.2, 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 Finance
Charge Account, the Principal Account, the Excess Funding 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 and Interchange (if any)
applicable to the Trust. The Servicer shall promptly transfer its
electronic records or electronic copies thereof 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 Successor Servicer shall reasonably
request. To the extent that compliance with this Section 10.1 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 each customary
licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interests. The Servicer shall, on the date of
any servicing transfer, transfer all of its rights and obligations
under the Credit Enhancement with respect to any Series to the
Successor Servicer.
Notwithstanding the foregoing, a delay in or failure of
performance referred to in subsection 10.1(a) for a period of 10
Business Days or in subsection 10.1(b) or (c) for a period of
60 Business Days, shall not constitute a Servicer Default if such delay or
failure could not be prevented by the exercise of reasonable diligence by the
Servicer and such delay or failure was caused by an act of God or the public
enemy, acts of declared or undeclared war, public disorder, rebellion, riot or
sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes,
<PAGE>
earthquakes, nuclear disasters or meltdowns, floods, power outages or similar
causes. The preceding sentence shall not relieve the Servicer from using its
best efforts to perform its obligations in a timely manner in accordance with
the terms of this Agreement and the Servicer shall provide the Trustee, any
Credit Enhancement Provider, the Transferor and the Holders of Investor
Certificates with an Officer's Certificate giving prompt notice of such failure
or delay by it, together with a description of the cause of such failure or
delay and its efforts so to perform its obligations.
Section 10.2 Trustee to Act; Appointment of Successor.
(a) On and after the receipt by the Servicer of a
Termination Notice pursuant to Section 10.1, 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 each Rating Agency of such removal of the Servicer.
The Trustee shall, as promptly as possible after the giving of a Termination
Notice appoint a 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 the Servicer 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 notify each Credit
Enhancement Provider of the proposed sale of the Receivables and shall provide
each such Credit Enhancement Provider an opportunity to bid on the Receivables
and shall offer the Transferor the right of first refusal to purchase the
Receivables on terms equivalent to the best purchase offer as determined by the
Trustee, but in no event less than an amount equal to the Aggregate Investor
Interest on the date of such purchase plus all interest accrued but unpaid on
all of the outstanding Investor Certificates at the applicable Certificate Rate
through the date of such purchase. The proceeds of such sale shall be
deposited in the Distribution Account or any Series Account, as provided in the
related Supplement, for distribution to the Investor Certificateholders of each
outstanding Series pursuant to Section 12.3 of the Agreement. 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. 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, in the case of an entity that is
subject to risk-based capital adequacy requirements, risk-based capital of at
least $50,000,000 or, in the case of an entity that is not subject to
risk-based capital requirements, having a net worth of not less than
$50,000,000 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.
Any Successor Servicer, by its acceptance of its appointment, will
<PAGE>
automatically agree to be bound by the terms and provisions of each Credit
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 shall be in excess of the Servicing Fee permitted to be paid to
the Servicer pursuant to Section 3.2. The Transferor agrees that if the
Servicer is terminated hereunder, it will agree 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 12.1 and shall pass to and be
vested in the Transferor and, without limitation, the Transferor 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 Transferor 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 Transferor in such
electronic form as the Transferor may reasonably request and shall transfer all
other records, correspondence and documents to the Transferor in the manner and
at such times as the Transferor shall reasonably request. To the extent that
compliance with this Section 10.2 shall require the Successor Servicer to
disclose to the Transferor information of any kind which the Successor Servicer
deems to be confidential, the Transferor shall be required to enter into such
customary licensing and confidentiality agreements as the Successor Servicer
shall deem necessary to protect its interests.
Section 10.3 Notification to Certificateholders. Within two
Business Days after the Servicer becomes aware of any Servicer Default, the
Servicer shall give written notice thereof to the Trustee and any Credit
Enhancement Provider and the Trustee shall give notice to the Investor
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 at their respective addresses appearing in the
Certificate Register.
Section 10.4 Waiver of Past Defaults. The Holders of Investor
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 Services or Transferor may, on behalf of all Certificateholders of such
Series, waive any default by the Servicer or Transferor 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
<PAGE>
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]
<PAGE>
ARTICLE XI
THE TRUSTEE
Section 11.1 Duties of Trustee.
(a) The Trustee, prior to the occurrence of any Servicer
Default 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 Responsible Officer has received written notice
that a Servicer Default 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.
(c) Subject to subsection 11.1(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 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 trust or power conferred upon the
Trustee in relation to such Series, under this Agreement; and
(iii) the Trustee shall not be charged with
knowledge of any failure by the Servicer referred to in clauses (a) and
(b) of Section 10.1 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 or any Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than
10% of the Investor Interest of any Series adversely affected thereby.
(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 rights 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
<PAGE>
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 11.1(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 2.1 or 2.6 hereof, (ii) add any
other investment, obligation or security to the Trust, except for an addition
permitted under Section 2.6 or (iii) withdraw from the Trust any Receivables,
except for a withdrawal permitted under Sections 2.7, 9.2, 10.2, 12.1 or 12.2
or subsections 2.4(d), 2.4(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 promptly to perform such obligation, duty or
agreement in the manner so required.
(h) If the Transferor has agreed to transfer any of its
credit card receivables (other than the Receivables) to another Person, upon
the written request of the Transferor, the Trustee will enter into such
intercreditor agreements with the transferee of such receivables as are
customary and necessary to identify separately the rights, if any, of the Trust
and such other Person in the Transferor's credit card receivables; provided,
however that the Trustee shall not be required to enter into any intercreditor
agreement which could adversely affect the interests of the Certificateholders
and, upon the request of the Trustee, the Transferor will deliver an Opinion of
Counsel on any matters relating to such intercreditor agreement, reasonably
requested by the Trustee.
Section 11.2 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 11.1:
(a) the Trustee may rely on and shall be protected in
acting on, or in refraining from acting in accord with, any assignment
of Receivables in Additional Accounts, the initial report, the monthly
Servicer's certificate, the annual Servicer's certificate, the monthly
payment instructions and notification to the Trustee, the monthly
Certificateholder's statement, 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 reasonably 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 of its selection,
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;
<PAGE>
(c) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement or any
Credit Enhancement, or to institute, conduct or defend any litigation
hereunder or in relation hereto, at the request, order or direction of
any of the Certificateholders or any Credit Enhancement Provider,
pursuant to the provisions of this Agreement, unless such
Certificateholders or Credit Enhancement Provider 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
obligations, upon the occurrence of any Servicer Default (which has not
been cured), to exercise such of the rights and powers vested in it by
this Agreement and any Credit Enhancement, 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 by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement except to the extent of the
Trustee's negligence;
(e) the Trustee shall not be bound to make any
investigation into the facts of matters stated in any assignment of
Receivables in Additional Accounts, the initial report, the monthly
Servicer's certificate, the annual Servicer's certificate, the monthly
payment instructions and notification to the Trustee, the monthly
Certificateholder's statement, 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 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;
(f) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly by or through
agents or attorneys or a custodian appointed with due care by it
hereunder; and
(g) except as may be required by subsection 11.1(a), or
otherwise expressly required herein or in any Supplement 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 Transferor with its representations and warranties or
for any other purpose.
Section 11.3 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 Transferor of any of
the Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Transferor in respect of the Receivables
<PAGE>
or deposited in or withdrawn from the Collection Account, the Principal Account
or the Finance Charge Account, or any Series Account by the Servicer.
Section 11.4 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 11.5 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 such reasonable compensation as shall
be agreed upon from time to time between the Servicer and the Trustee (which
shall not be limited by any 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 8.4, the
Servicer will pay or reimburse the Trustee (without reimbursement from any
Investor 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 except any such
expense, disbursement or advance as may arise from its own negligence, bad
faith or wilful misfeasance and except as provided in the following sentence.
If the Trustee is appointed Successor Servicer pursuant to section 10.2, the
provisions of this Section 11.5 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 11.5 shall
survive the termination of the Trust and the resignation or removal of the
Trustee.
Section 11.6 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
long-term unsecured debt rating of at least "Baa3" by Moody's and "BBB-" by
Standard & Poor's having, in the case of an entity that is subject to
risk-based capital adequacy requirements, risk-based capital of at least
$50,000,000 or, in the case of an entity that is not subject to risk-based
capital adequacy requirements, 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 condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section 11.6, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in the 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 11.6, the Trustee shall resign
immediately in the manner and with the effect specified in Section 11.7.
Section 11.7 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. If no successor trustee shall have been so appointed and
have accepted within 30 days after the giving of such notice of resignation,
<PAGE>
the resigning Trustee may petition any court 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 11.6 hereof and shall fail to
resign after written request therefor by the Transferor, 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 Transferor 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 11.7 shall not become effective until acceptance of appointment by the
successor trustee as provided in Section 11.8 hereof and any liability of the
Trustee arising hereunder shall survive such appointment of a successor
trustee.
Section 11.8 Successor Trustee.
(a) Any successor trustee appointed as provided in Section
11.7 hereof shall execute, acknowledge and deliver to the Transferor 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
Transferor 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 confirming in the successor trustee all such rights,
powers, duties and obligations.
(b) No successor trustee shall accept appointment as
provided in this Section 11.8 unless at the time of such acceptance such
successor trustee shall be eligible under the provisions of Section 11.6
hereof.
(c) Upon acceptance of appointment by a successor trustee
as provided in this Section 11.8, such successor trustee shall mail notice of
such succession hereunder to all Certificateholders at their addresses as shown
in the Certificate Register.
Section 11.9 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 11.6 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.
<PAGE>
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 11.6 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 11.8 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;
(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.
<PAGE>
(d) Any separate trustee or co-trustee may at any time
constitute the Trustee as 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 Trustee, 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
file such returns at least five days before such returns are due to be filed.
The Trustee is hereby authorized to sign any such return on behalf of the
Trust, in the event that the Trustee is determined to be the person required by
law to sign such return. 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 Servicer, upon request, in the event that the Trustee
is determined to be the person required by law to sign such return, will
furnish the Trustee with all such information known to the Servicer as may be
reasonably required in connection with the preparation of all tax returns of
the Trust. 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 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 compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders any Series of Certificates, as their interests
may appear, 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 10.1, proceed to protect and enforce its rights and
the rights of the Holders of any Series of Certificates 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 the Holders of any Series of Certificates.
Section 11.14 Rights of Certificateholders to Direct Trustee.
Holders of Investor Certificates evidencing Undivided Interests aggregating
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
<PAGE>
Investor Interest 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 11.1, 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
subject it to 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.
Section 11.15 Representations and Warranties of Trustee. The
Trustee represents and warrants that:
(i) the Trustee is a banking corporation
organized, existing and authorized to engage in the business of banking
under the laws of the State 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 designates 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 Holders of
Bearer Certificates, in the manner provided for in the related Supplement) of
any change in the location of the Certificate Register or any such office or
agency.
[End of Article XI]
<PAGE>
ARTICLE XII
TERMINATION
Section 12.1 Termination of Trust.
(a) The respective obligations and responsibilities of the
Transferor, the Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as hereinafter
set forth) shall terminate, except with respect to the duties described in
Sections 8.4 and 11.5 and subsections 2.4(c) and 12.3(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 Transferor Certificate notify the
Trustee in writing, not later than five 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 the
day prior to the expiration of 21 years after the death of the last survivor of
the descendants living on the date of this Agreement of Joseph P. Kennedy, the
late ambassador of the United States of America to the Court of St. James's.
The Servicer and the Holder of the Transferor 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) All principal or interest with respect to any Series
of Investor Certificates shall be due and payable no later than the Series
Termination Date with respect to such Series. Unless otherwise provided in a
Supplement, in the event that the Investor Interest of any Series of
Certificates is greater than zero on its Series Termination Date (after giving
effect to all transfers, withdrawals, deposits and drawings to occur on such
date and the payment of principal to be made on such Series on such date), the
Trustee will sell or cause to be sold, and pay the proceeds first, to all
Certificateholders of such Series pro rata in final payment of all principal of
and accrued interest on such Series of Certificates, and second, as provided in
the related Supplement, an amount of Principal Receivables and the related
Finance Charge Receivables (or interests therein) up to 110% of the sum of the
Investor Interest of such Series plus the Enhancement Invested Amount or the
Collateral Interest (if not included in the Investor Interest) of such Series,
if any, at the close of business on such date (but not more than an amount of
Principal Receivables and the related Finance Charge Receivables equal to the
sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate
amount of Principal Receivables in the Trust and (C) a fraction the numerator
of which is the applicable Investor Percentage with respect to Finance Charge
Receivables and the denominator of which is the sum of all Investor Percentages
with respect to Finance Charge Receivables of all Series and (2) the Investor
Interest of such Series plus the Enhancement Invested Amount or the Collateral
Interest (if not included in the Investor Interest) of such Series). The
Trustee shall notify each Credit Enhancement Provider of the proposed sale of
such Receivables and shall provide each Credit Enhancement Provider an
opportunity to bid on such Receivables. The Transferor shall be permitted to
purchase such Receivables in such case and shall have a right of first refusal
with respect thereto. Any proceeds of such sale in excess of such principal
and interest paid shall be paid to the Holder of the Transferor Certificate.
Upon such Series Termination Date with respect to the applicable Series of
<PAGE>
Certificates, final payment of all amounts allocable to any Investor
Certificates of such Series shall be made in the manner provided in Section
12.3.
Section 12.2 Optional Purchase. (a) If so provided in any
Supplement, the Transferor 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
Distribution Account or the applicable Series Account, not later than the
Transfer Date preceding such Distribution Date, for application in accordance
with Section 12.3, the amount specified in such Supplement.
(b) The amount deposited pursuant to subsection 12.2(a)
shall be paid to the Investor Certificateholders of the related Series pursuant
to Section 12.3 on the related Distribution Date following the date of such
deposit. All Certificates of a Series which are purchased by the Transferor
pursuant to subsection 12.2(a) shall be delivered by the Transferor 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 Transferor. The
Investor Interest of each Series which is purchased by the Transferor pursuant
to subsection 12.2(a) shall, for the purposes of the definition of "Transferor
Interest," be deemed to be equal to zero on the Distribution Date following the
making of the deposit, and the Transferor Interest shall thereupon be deemed to
have been increased by the Investor Interest of such Series.
Section 12.3 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 by the Trustee to Investor
Certificateholders of such Series mailed not later than the fifth day of the
month of such final distribution (subject to at least two Business Days' prior
notice from the Servicer to the Trustee) (or in the manner provided by the
Supplement relating to such Series) specifying (i) the Distribution Date (which
shall be the Distribution Date in the month (x) in which the deposit is made
pursuant to subsection 2.4(e), 9.2(a), 10.2(a) or 12.2(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), (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Investor 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 this
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 12.1(a) or the occurrence of the Series Termination Date with
respect to any Series, all funds then on deposit in the Finance Charge Account,
<PAGE>
the Principal Account, the Excess Funding Account, the Distribution Account or
any Series Account applicable to the related Series 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 written 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 Distribution Account or any Series Account held for the benefit of
such Investor Certificateholders. The Trustee and the Paying Agent shall pay
to the Transferor upon request any monies held by them for the payment of
principal or interest which remains unclaimed for two years. After payment to
the Transferor, Investor Certificateholders entitled to the money must look to
the Transferor 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 Transferor.
Section 12.4 Termination Rights of Holder of Transferor
Certificate. Upon the termination of the Trust pursuant to Section 12.1, and
after payment of all amounts due hereunder on or prior to such termination and
the surrender of the Transferor Certificate, the Trustee shall execute a
written reconveyance substantially in the form of Exhibit H pursuant to which
it shall reconvey to the Holder of the Transferor 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 to such Receivables (including all
accrued interest theretofore posted as Finance Charge Receivables) and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables and Interchange (if any) allocable to the Trust, except for amounts
held by the Trustee pursuant to subsection 12.3(b). 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 Transferor
Certificate to vest in such Holder all right, title and interest which the
Trust had in the Receivables.
Section 12.5 Defeasance. Notwithstanding anything to the
contrary in this Agreement or any Supplement:
(a) The Transferor may at its option be discharged from
its obligations with respect to all of the Investor Certificates issued
by the Trust or any specified Series thereof on the date the applicable
conditions set forth in Section 12.5(c) are satisfied ("Defeasance");
<PAGE>
provided however, that the following rights, obligations, powers,
duties and immunities shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of Investor
Certificates of the Trust or any specified Series thereof to receive,
solely from the trust fund provided for in Section 12.5(c), payments in
respect of principal of and interest on such Investor Certificates when
such payments are due; (B) the Transferor's obligations with respect to
such Series of Certificates under Sections 6.3, 6.4 and 12.3; (C) the
rights, powers, trusts, duties and immunities of the Trustee, the
Paying Agent and the Transfer Agent and Registrar hereunder; and (D)
this Section 12.5.
(b) Subject to Section 12.5(c), the Transferor at its
option may use Collections to purchase Permitted Investments rather
than additional Receivables for transfer to the Trust until such time
as no Receivables remain in the Trust.
(c) The following shall be the conditions to Defeasance
under Section 12.5(a): (1) the Transferor irrevocably shall have
deposited or caused to be deposited with the Trustee, under the terms
of an irrevocable trust agreement in form and substance satisfactory to
the Trustee, as trust funds in trust for making the payments described
below: (A) Dollars in an amount, or (B) Permitted Investments which
through the scheduled payment of principal and interest in respect
thereof will provide, not later than the due date of payment thereon,
money in an amount, or (C) a combination thereof, in each case
sufficient to pay and discharge, and, which shall be applied by the
Trustee to pay and discharge, all remaining scheduled interest and
principal payments on all outstanding Investor Certificates of the
Trust or any specified Series thereof on the dates scheduled for such
payments in this Agreement and the applicable Supplements and all
amounts owed to the Credit Enhancement Provider for any Series if so
provided in the related Supplements or agreements with such Credit
Enhancement Provider; (2) prior to each exercise of its right to
substitute money or Permitted Investments for Receivables, the
Transferor shall deliver to the Trustee a Tax Opinion with respect to
such substitution and an Opinion of Counsel to the effect that the
Trust will not be required to register as an "investment company"
within the meaning of the Investment Company Act of 1940, as amended;
and (3) such deposit and termination of obligations will not result in
a Pay Out Event for any Series.
[End of Article XII]
<PAGE>
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.1 Amendment.
(a) This Agreement (including any Supplement) may be
amended from time to time by the Bank, the Servicer and the Trustee, without
the consent of any of the Certificateholders, (i) to cure any ambiguity, to
revise any exhibits or schedules (other than Schedule 1), to correct or
supplement any provisions herein or thereon or (ii) to add any other provisions
with respect to matters or questions raised under this Agreement which shall
not be inconsistent with the provisions of this Agreement; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any of the Certificateholders
unless such Certificateholders have consented thereto.
(b) This Agreement (including any Supplement) and any
schedule or exhibit thereto may also be amended from time to time by the
Transferor, the Servicer and the Trustee, without the consent of any of the
Certificateholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement, or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that (i) the Servicer shall have provided an Officer's Certificate to
the Trustee to the effect that such amendment will not materially and adversely
affect the interests of any Certificateholder, (ii) the Servicer shall have
provided a Tax Opinion with respect to such amendment and (iii) the Servicer
shall have provided at least ten Business Days' prior written notice to each
Rating Agency of such amendment and shall have received written confirmation
from each Rating Agency that such action will satisfy the Rating Agency
Condition; provided, further, that such amendment shall not, without the
consent of each Certificateholder of each Series affected thereby, (i) reduce
in any manner the amount of, or delay the timing of, distributions which are
required to be made on any Certificate of such Series, (ii) alter the
requirements for changing the Minimum Transferor Interest Percentage for such
Series, (iii) change the definition of or the manner of calculating the
interest of any Certificateholder of such Series, (iv) change the manner in
which the Transferor Interest is determined or (v) reduce the percentage
pursuant to Subsection 13.1(c) required to consent to any such amendment.
(c) This Agreement and any Supplement may also be amended
from time to time by the Transferor, the Servicer and the Trustee with the
consent of Certificateholders evidencing undivided interests aggregating more
than 50% of the Investor Interest of each and every Series adversely affected,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Certificateholders of any Series then issued and
outstanding; provided, however, that no such amendment under this subsection
shall (i) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Certificate of such Series
without the consent of all of the related Certificateholders; (ii) change the
definition of or the manner of calculating the Investor Interest, the Investor
Percentage or the Investor Default Amount of such Series without the consent of
the related Certificateholders or (iii) reduce the aforesaid percentage
required to consent to any such amendment, in each case without the consent of
each Certificateholder of all Series affected.
<PAGE>
(d) It shall not be necessary to obtain the consent of
Certificateholders under this Section 13.1 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 Certificateholders
shall be subject to such reasonable requirements as the Trustee may prescribe.
(e) Promptly after the execution of any amendment pursuant
to subsections 13.1(a) or 13.1(c) above, the Trustee shall furnish notification
of the substance of such amendment to each Rating Agency providing a rating for
any Series.
(f) Any Supplement executed and delivered pursuant to
Section 6.9 and any amendments regarding the addition to or removal of
Receivables from the Trust as provided in Sections 2.6 or 2.7, executed in
accordance with the provisions hereof, shall not be considered amendments to
this Agreement for the purpose of Section 13.1.
(g) In connection with any amendment, the Trustee may
request, in addition to the Opinion of Counsel required by subsection 13.2(d),
an Opinion of Counsel from the Transferor or the Servicer to the effect that
the amendment complies with all requirements of this Agreement. The Trustee
may, but shall not be obligated to, enter into any amendment which affects the
Trustee's rights, duties or immunities under this Agreement or otherwise.
Section 13.2 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 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, promptly after the same become available following such recording,
registration of filing. The Transferor 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 13.2(a).
(b) Within 30 days after the Transferor 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 seriously misleading within the meaning of Section 9-402(7) of the UCC,
the Transferor 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 Transferor 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 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
<PAGE>
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 Transferor 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
each date that any Additional Accounts are to be included in the Accounts
pursuant to Section 2.6(a) or (b), an Opinion of Counsel substantially in the
form of Exhibit E; and (ii) on or before March 31 of each year, beginning with
March 31, 1996, an Opinion of Counsel, substantially in the form of Exhibit F.
Section 13.3 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor 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
13.1 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 terms 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 written notice 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 13.3, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
<PAGE>
Section 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 13.5 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given (i)
when personally delivered at, sent by facsimile to, (ii) two Business Days
after being sent by courier at or (iii) five Business Days after being mailed
by registered mail, return receipt requested, to (a) in the case of the
Transferor, to Chase USA, 802 Delaware Avenue, Wilmington, Delaware 19801,
Attention: Corporate Secretary, (b) in the case of the Servicer, to Chase Bank,
270 Park Avenue, New York, New York 10017, Attention: Chief Corporate Finance
officer, (c) in the case of the Trustee, to the Corporate Trust Office, (d) in
the case of the Credit Enhancement Provider for a particular Series, the
address, if any, specified in the Supplement relating to such Series and (e) in
the case of the Rating Agency 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.
If and so long as any Series or Class is listed on the Luxembourg Stock
Exchange and such Exchange shall so require, any Notice to Investor
Certificateholders shall be published in an authorized newspaper of general
circulation in Luxembourg within the time period prescribed in this Agreement.
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.
Section 13.6 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 of enforceability of the other provisions of this Agreement or of
the Certificates or rights of the Certificateholders thereof.
Section 13.7 Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Section 8.2, 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.
Section 13.8 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
2.1 and 6.2 are and shall be deemed fully paid.
<PAGE>
Section 13.9 Further Assurances. The Transferor 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
Uniform Commercial Code 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 Credit
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 exhaustive 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 Credit Enhancement Provider named therein, and their respective successors
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 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 so 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, each
of the Transferor, 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 Securities Act.
<PAGE>
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]
<PAGE>
IN WITNESS WHEREOF, the Transferor, 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.
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996
By:/s/ Keith Schuck
Name: Keith Schuck
Title: Vice President
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996
and Servicer
By:/s/ Richard L. Craig
Name: Richard L. Craig
Title: Managing Director
THE BANK OF NEW YORK, Trustee
By:/s/ Joe Ernst
Name: Joe Ernst
Title: Assistant Vice President
<PAGE>
<PAGE>
____________________
[FN]
<F1> VISA (Registered Trademark) and MasterCard (Registered Trademark) are
registered trademarks of VISA USA, Inc. and of MasterCard International
Incorporated, respectively.
EXHIBIT A
TO EXHIBIT 4.1
TRANSFEROR CERTIFICATE
No. 1 One Unit
CHEMICAL MASTER CREDIT CARD TRUST I
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF
THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING
AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE
UPON WRITTEN REQUEST.
This Certificate represents an
Undivided Interest in the
Chemical Master Credit Card Trust I
Evidencing an Undivided Interest in a trust, the corpus of which consists of
a portfolio of MasterCard and VISA<F1> credit card receivables generated
or acquired by The Chase Manhattan Bank (USA) and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or an obligation of Chemical Bank or 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 a trust (the "Trust"),
the corpus of which consists of a portfolio of receivables (the "Receiv-
ables") now existing or hereafter created under selected MasterCard and VISA
credit card accounts (the "Accounts") of The Chase Manhattan Bank (USA) (the
"Transferor"), a banking corporation organized and existing 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), all proceeds of such
Receivables and Insurance Proceeds relating to the Receivables, the other
assets and interests constituting the Trust and the proceeds thereof pursuant
to an Amended and Restated Pooling and Servicing Agreement dated as of June
1, 1996, as supplemented by any Supplement relating to a Series of Investor
Certificates (the "Pooling and Servicing Agreement"), by and between Chemical
Bank, as Transferor prior to June 1, 1996 and Servicer, The Chase Manhattan
Bank (USA), as Transferor on and after June 1, 1996, and The Bank of New
York, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein.
____________________
[FN]
<F1> MasterCard and VISA are registered trademarks of MasterCard
International Inc. and of VISA U.S.A., Inc., respectively.
<PAGE>
To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Holder by virtue of
the acceptance hereof assents and by which the Holder is bound.
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 Section 6.3, 6.9 or 7.2 of the
Pooling and Servicing Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and of amounts advanced to
cardholders as 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 Pooling and Servicing Agreement.
This Certificate is the Transferor Certificate (the "Certificate"),
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be paid to the Holder of
the Transferor Certificate. The aggregate interest represented by this
Certificate in the Principal Receivables in the Trust shall not at any time
exceed the Transferor Interest at such time. In addition to this Cer-
tificate, Series of Investor Certificates will be issued to investors
pursuant to the Pooling and Servicing Agreement, each of which will represent
an Undivided Interest in the Trust. This Certificate shall not represent any
interest in the Investor Accounts, any Series Accounts or any Credit
Enhancement, except to the extent provided in the Pooling and Servicing
Agreement. The Transferor Interest on any date of determination will be an
amount equal to the aggregate amount of Principal Receivables and the
principal amounts on deposit in the Excess Funding Account, any Principal
Funding Account and any other Series Account (if so provided in the applica-
ble Supplement) at the end of the day immediately prior to such date of
determination minus the Aggregate Investor Interest at the end of such day,
minus the aggregate Enhancement Invested Amounts (if such amounts are not
included in the Investor Interest in the applicable Supplement), if any, for
each Series outstanding at the end of such day.
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 (except as provided below and except as provided in
any Supplement to the Pooling and Servicing Agreement). Unless otherwise
stated in any Supplement, throughout the existence of the Trust, the Servicer
shall allocate to the Holder of the Certificate an amount equal to the
product of (A) the Transferor Percentage and (B) the aggregate amount of such
Collections allocated to Principal Receivables and Finance Charge
Receivables, respectively, in respect of each Monthly Period. Notwithstand-
ing the first sentence of this paragraph, the Servicer need not deposit this
amount or any other amounts so allocated to the Certificate pursuant to the
Pooling and Servicing Agreement into the Collection Account and shall pay, or
be deemed to pay, such amounts as collected to the Holder of the Certificate.
<PAGE>
Chemical Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee. The portion of the servicing fee which
will be allocable to the Holder of the Certificate pursuant to the Pooling
and Servicing Agreement will be payable by the Holder of the Certificate and
neither the Trust nor the Trustee or the Investor Certificateholders will
have any obligations to pay such portion of the servicing fee.
This Certificate does not represent an obligation of, or any
interest in, the Transferor 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 Pool-
ing and Servicing Agreement.
Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Certificate (without recourse, representation or warranty) all
right, title and interest of the Trust in the Receivables, whether then
existing or thereafter created, all monies due or to become due with respect
thereto (including all accrued interest theretofore posted as Finance Charge
Receivables) and all proceeds thereof and Insurance Proceeds relating thereto
and Interchange allocable to the Trust pursuant to any Supplement, except for
amounts held by the Trustee pursuant to Section 12.3(b) of the Pooling and
Servicing 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 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 Pooling and Servicing Agreement, or
be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be duly executed under its official seal.
THE CHASE MANHATTAN BANK (USA)
By:_______________________
Authorized Officer
Date:
<PAGE>
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Transferor Certificate referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Trustee
By:______________________
Authorized Officer
<PAGE>
EXHIBIT B
TO EXHIBIT 4.1
FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS
ASSIGNMENT No. _____ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated
as ___________ __, by and between The Chase Manhattan Bank (USA), a banking
corporation organized and existing under the laws of the State of Delaware
("Chase USA"), to The Bank of New York, a banking corporation organized and
existing under the laws of the State of New York (the "Trustee") pursuant to
the Pooling and Servicing Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Chase USA, Chemical Bank and the Trustee are parties to
the Amended and Restated Pooling and Servicing Agreement, dated as of June 1,
1996 (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, Chase USA
wishes to designate Additional Accounts of Chase USA to be included as
Accounts and to convey the Receivables of such Additional Accounts, whether
now existing or hereafter 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, Chase USA 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, ___________, ____.
"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 prior to the Addition Date with
respect to additions pursuant to subsection 2.6(a) of the Pooling and
Servicing Agreement and the tenth Business Day prior to the Addition
Date with respect to additions pursuant to subsection 2.6(b) of the
Pooling and Servicing Agreement).
2. Designation of Additional Accounts. Chase USA shall
deliver to the Trustee not later than five Business Days after the
Addition Date, a computer file or microfiche list containing a true and
complete list of each MasterCard and VISA account which as of the Addi-
tion Date shall be deemed to be an Additional Account, such accounts
being identified by account number and by the amount of Receivables in
such accounts as of the close of business on the Addition Date. Such
list shall be delivered five Business Days after the date of this
Agreement and shall be marked as Schedule 1 to this Assignment and, as
<PAGE>
of the Addition Date, shall be incorporated into and made a part of this
Assignment.
3. Conveyance of Receivables. (a) Chase USA does hereby
transfer, assign, set-over and otherwise convey to the Trust for the
benefit of the Certificateholders, without recourse on and after the
Addition Date, all right, title and interest of Chase USA in and to the
Receivables now existing and hereafter created in the Additional Ac-
counts designated hereby, all monies due or to become due with respect
thereto (including all Finance Charge Receivables) and all proceeds of
such Receivables, Insurance Proceeds relating to such Receivables and
the proceeds thereof.
(b) In connection with such transfer, Chase USA 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 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 New
York 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 3, consist of telephone confirmation of such
filing) to the Trustee on or prior to the date of this Agreement.
(c) In connection with such transfer, Chase USA further
agrees, at its own expense, on or prior to the date of this Assignment
to indicate in its computer files that Receivables created in connection
with the Additional Accounts designated hereby have been transferred to
the Trust pursuant to this Assignment for the benefit of the Certifi-
cateholders.
4. Acceptance by Trustee. The Trustee hereby acknowledges
its acceptance on behalf of the Trust for the benefit of the
Certificateholders of all right, title and interest previously held by
Chase USA in and to the Receivables now existing and hereafter created,
and declares that it shall maintain such right, title and interest, upon
the Trust herein set forth, for the benefit of all Certificateholders.
5. Representations and Warranties of Chase USA. Chase USA
hereby represents and warrants to the Trust as of the Addition Date:
(a) Legal, Valid and Binding Obligation. This Assignment
constitutes a legal, valid and binding obligation of Chase USA
enforceable against Chase USA 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 [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).
<PAGE>
(b) Eligibility of Accounts and Receivables. Each Additional
Account designated hereby is an Eligible Account and each Receiv-
able in such Additional Account is an Eligible Receivable.
(c) Selection Procedures. No selection procedures believed
by Chase USA to be materially adverse to the interests of the
Investor Certificateholders were utilized in selecting the Addi-
tional Accounts designated hereby from the available Eligible Ac-
counts in the Bank Portfolio.
(d) Insolvency. Chase USA is not insolvent and, after giving
effect to the conveyance set forth in Section 3 of this Assignment,
will not be insolvent.
(e) Security Interest. This Assignment constitutes either:
(i) a valid transfer and assignment to the Trust of all right,
title and interest of Chase USA in and to Receivables now existing
and hereafter created in the Additional Accounts designated hereby,
and all proceeds (as defined in the UCC as in effect in the State
of New York) of such Receivables and Insurance Proceeds relating
thereto, and such Receivables and any proceeds thereof and Insur-
ance Proceeds relating thereto will be held by the Trust free and
clear of any Lien of any Person claiming through or under Chase USA
or any of its Affiliates except for (x) Liens permitted under
subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the
interest of the holder of the Transferor Certificate and (z) Chase
USA's right to receive interest accruing on, and investment earn-
ings in respect of, the Finance Charge Account and the Principal
Account as provided in the Pooling and Servicing Agreement; or (ii)
a grant of a security interest (as defined in the UCC as in effect
in the State of New York) in such property to the Trust, which is
enforceable with respect to existing Receivables of the Additional
Accounts, the proceeds (as defined in the UCC as in effect in the
State of New York) 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 designated hereby, the
proceeds (as defined in the UCC as in effect in the State of New
York) thereof and Insurance Proceeds relating thereto, 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 3 of this Assignment
with respect to the Additional Accounts designated hereby and in
the case of the Receivables of such Additional Accounts thereafter
created and the proceeds (as defined in the UCC as in effect in the
State of New York) thereof, and Insurance Proceeds relating to such
Receivables, upon such creation, the Trust shall have a first
priority perfected security interest in such property (subject to
Section 9-306 of the UCC as in effect in the State of New York),
except for Liens permitted under subsection 2.5(b) of the Pooling
and Servicing Agreement.
6. Conditions Precedent. The acceptance by the Trustee set
forth in Section 4 and the amendment of the Pooling and Servicing Agree-
ment set forth in Section 7 are subject to the satisfaction, on or prior
to the Addition Date, of the following conditions precedent:
<PAGE>
(a) Officer's Certificate. Chase USA shall have delivered to
the Trustee a certificate of a Vice President or more senior
officer substantially in the form of Schedule 2 hereto, certifying
that (i) all requirements set forth in Section 2.6 of the Pooling
and Servicing Agreement for designating Additional Accounts and
conveying the Principal Receivables of such Account, whether now
existing or hereafter created, have been satisfied and (ii) each of
the representations and warranties made by Chase USA in Section 5
is true and correct as of the Addition Date. The Trustee may con-
clusively 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) Opinion of Counsel. Chase USA shall have delivered to
the Trustee an Opinion of Counsel with respect to the Additional
Accounts designated hereby substantially in the form of Exhibit E
to the Pooling and Servicing Agreement.
(c) Additional Information. Chase USA 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 5(d) to this Agreement.
7. 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 supple-
mented by this Assignment. Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions to the
Pooling and Servicing Agreement shall remain unamended and shall contin-
ue to 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 provisions of the Pooling and Servicing
Agreement.
8. 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.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS, AND WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE
IMMUNITY AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF
THE TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
<PAGE>
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:
THE BANK OF NEW YORK,
as Trustee
By:________________________
Name:
Title:
<PAGE>
Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS
<PAGE>
Schedule 2
to Assignment of
Receivables in
Additional Accounts
The Chase Manhattan Bank (USA)
Chemical Master Credit Card Trust I
Officer's Certificate
__________________________, a duly authorized officer of The Chase
Manhattan Bank (USA), a banking corporation organized and existing under the
laws of the State of Delaware, ("Chase USA"), hereby certifies and acknowl-
edges on behalf of Chase USA that to the best of his knowledge the following
statements are true on ____________, ____, (the "Addition Date"), and
acknowledges on behalf of Chase USA that this Officer's Certificate will be
relied upon by The Bank of New York, as Trustee (the "Trustee") of the Chemi-
cal Master Credit Card Trust I in connection with the Trustee entering into
Assignment No. ______ of Receivables in Additional Accounts, dated as of the
Addition Date (the "Assignment"), by and between Chase USA and the Trustee,
in connection with the Amended and Restated Pooling and Servicing Agreement,
dated as of June 1, 1996, as heretofore supplemented and amended (the "Pool-
ing and Servicing Agreement") pursuant to which Chemical, as Transferor prior
to June 1, 1996 and Servicer, Chase USA as Transferor on and after June 1,
1996 and the Trustee are parties. The undersigned hereby certifies and ac-
knowledges on behalf of Chase USA that:
(a) On or prior to the Addition Date, Chase USA has delivered to
the Trustee the Assignment (including an acceptance by the Trustee on behalf
of the Trust for the benefit of the Investor Certificateholders) and Chase
USA has indicated in its computer files that the Receivables created in
connection with the Additional Accounts have been transferred to the Trust
and within five Business Days after the Addition Date Chase USA shall deliver
to the Trustee a computer file or microfiche list containing a true and
complete list of all Additional Accounts identified by account number and the
aggregate amount of the Receivables in such Additional Accounts as of the
Addition Date, 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
the Pooling and Servicing Agreement.
(b) Legal, Valid and Binding Obligation. The Assignment
constitutes a legal, valid and binding obligation of Chase USA, enforceable
against Chase USA in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, mora-
torium or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and the rights of creditors of
(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).
(c) Eligibility Of Accounts. Each Additional Account designated
pursuant to the Assignment is an Eligible Account and each Receivable in such
Additional Account is an Eligible Receivable.
<PAGE>
(d) Selection Procedures. No selection procedures believed by
Chase USA to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Additional Accounts
designated hereby from the available Eligible Accounts in the Bank Portfolio.
(e) Insolvency. Chase USA is not insolvent and, after giving
effect to the conveyance set forth in Section 3 of the Assignment, will not
be insolvent.
(f) Security Interest. The Assignment constitutes either: (i) a
valid transfer and assignment to the Trust of all right, title and interest
of Chase USA in and to Receivables now existing and hereafter created in the
Additional Accounts designated pursuant to the Assignment, and all proceeds
(as defined in the UCC as in effect in the State of New York) of such Receiv-
ables and Insurance Proceeds relating thereto, and such Receivables and any
proceeds thereof and Insurance Proceeds relating thereto will be held by the
Trust free and clear of any Lien of any Person claiming through or under the
Transferor or any of its Affiliates except for (x) Liens permitted under
subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of
Chase USA as holder of the Transferor Certificate and (z) Chase USA's right
to receive interest accruing on, and investment earnings in respect of, the
Finance Charge Account and the Principal Account as provided in the Pooling
and Servicing Agreement and any Supplement; or (ii) a grant of a security
interest (as defined in the UCC as in effect in the State of New York) in
such property to the Trust, which is enforceable with respect to the existing
Receivables of the Additional Accounts designated pursuant to the Assignment,
the proceeds (as defined in the UCC as in effect in the State of New York)
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 designated
pursuant to the Assignment, the proceeds (as defined in the UCC as in effect
in the State of New York) thereof and Insurance Proceeds relating thereto,
upon such creation; and (iii) if the Assignment constitutes the grant of a
security interest to the Trust in such property, upon the filing of a
financing statement described in Section 3 of the Assignment with respect to
the Additional Accounts designated pursuant to the Assignment and in the case
of the Receivables of such Additional Accounts thereafter created and the
proceeds (as defined in the UCC as in effect in the State of New York)
thereof, and Insurance Proceeds relating to such Receivables, upon such
creation, the Trust shall have a first priority perfected security interest
in such property (subject to Section 9-306 of the UCC as in effect in the
State of New York), except for Liens permitted under subsection 2.5(b) of the
Pooling and Servicing Agreement.
(g) Requirements of Pooling and Servicing Agreement. All
requirements set forth in Section 2.6 of the Pooling and Servicing Agreement
for designating Additional Accounts and conveying the Principal Receivables
of such Accounts, whether now existing or hereafter created, have been
satisfied.
<PAGE>
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day
of___________, ____.
THE CHASE MANHATTAN BANK
(USA)
By:________________________
Name:
Title:
<PAGE>
EXHIBIT C
TO EXHIBIT 4.1
FORM OF MONTHLY SERVICER'S CERTIFICATE
Chemical Bank
________________________________________
CHEMICAL MASTER CREDIT CARD TRUST I
________________________________________
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 3.4(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.
2. Chemical is Servicer under the Pooling and Servicing Agreement.
3. The undersigned is a Servicing Officer.
4. The date of this Certificate is a Determination Date under the
Pooling and Servicing.
5. The aggregate amount of Collections processed
during the preceding Monthly Period was equal to (excluding
Annual Membership Fees and Interchange) . . . . . . . . . . $_________
6. The Aggregate Investor Percentage of Receiv-
ables processed by the Servicer during the preceding Monthly
Period was equal to . . . . . . . . . . . . . . . . . . . $_________
7. The Aggregate Investor Percentage of Col-
lections of Finance Charge Receivables processed by the
Servicer during the preceding Monthly Period was equal to
(excluding Annual Membership Fees and Interchange) . . . . $_________
8. The aggregate amount of Receivables processed
by the Servicer as of the end of the last day of the
preceding Monthly Period . . . . . . . . . . . . . . . . . $_________
<PAGE>
9. Of the balance on deposit in the Finance
Charge Account, the amount attributable to the Aggregate
Investor Percentage of Collections processed by the Servicer
during the preceding Monthly Period . . . . . . . . . . . . $_________
10. Of the balance on deposit in the Principal
Account, the amount attributable to the Aggregate Investor
Percentage of Collections processed by the Servicer during
the preceding Monthly Period . . . . . . . . . . . . . . . $_________
11. The aggregate amount, if any, of withdrawals,
drawings or payments under any Credit Enhancement, if any,
required to be made with respect to any Series outstanding
for the preceding Monthly Period . . . . . . . . . . . . . $_________
12. The Aggregate Investor Percentage of
Collections of Principal Receivables processed by the
Servicer during the current month is equal to . . . . . . . $_________
13. The amount equal to the Aggregate Investor
Percentage of Annual Membership Fees deposited to the
Finance Charge Account or any Series Account on or before
the Transfer Date during the current month is equal to . . $_________
14. The aggregate amount of Interchange to be
deposited in the Finance Charge Account on the Transfer Date
of the current month is equal to . . . . . . . . . . . . . $_________
15. The aggregate amount of all sums payable to
the Investor Certificateholder of each Series on the suc-
ceeding Distribution Date with respect to Certificate
Principal . . . . . . . . . . . . . . . . . . . . . . . . . $_________
16. The aggregate amount of all sums payable to
the Investor Certificateholder of each Series on the suc-
ceeding Distribution Date with respect to Certificate Inter-
est . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_________
17. To the knowledge of the undersigned, there are no Liens on any
Receivables in the Trust except as described below:
[If applicable, insert "None."]
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this ____ day of __________, ____.
CHEMICAL BANK,
Servicer
By:________________________
Name:
Title:
<PAGE>
Schedule to Monthly
Servicer's Certificate<F1>
Chemical Bank
________________________________________
CHEMICAL MASTER CREDIT CARD TRUST I
________________________________________
____________________
[FN]
<F1> A separate schedule is to be attached for each Series, with appropriate
changes and additions to reflect the specifics of the related Series
Supplement.
<PAGE>
EXHIBIT D
TO EXHIBIT 4.1
FORM OF ANNUAL SERVICER'S CERTIFICATE
Chemical Bank
CHEMICAL MASTER CREDIT CARD TRUST I
The undersigned, a duly authorized representative of CHEMICAL BANK,
a banking corporation organized and existing under the laws of the State of
New York ("Chemical"), as Servicer pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of June 1, 1996 (the "Pooling and
Servicing Agreement") by and among Chemical, The Chase Manhattan Bank (USA)
and The Bank of New York, as trustee (the "Trustee") does hereby certify
that:
1. Chemical 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 3.5 of
the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during [the
period from the Closing date until December 31, 1996] or [the twelve--
month period ended December 31, ] was conducted under the supervision
of the undersigned.
5. Based on such review, the Servicer has, to the best of the
knowledge of the undersigned, fully performed all its obligations under
the Pooling and Servicing Agreement throughout such period 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 the
undersigned to have been made during such period which sets forth in
detail (i) the nature of each such default, (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 ____________, ____.
By: ____________________________
Name:
Title: Vice President
<PAGE>
EXHIBIT E
TO EXHIBIT 4.1
FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS
PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL
TO BE DELIVERED PURSUANT TO SECTION 2.6(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 Transferor's counsel with respect to similar matters delivered on
the Closing Date.
The Assignment has been duly authorized, executed and
delivered by the Transferor and constitutes the legal, valid and binding
agreement of the Transferor, enforceable against the Transferor in accordance
with its terms subject to the effects of bankruptcy, insolvency, liquidation,
receivership, conservatorship, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.
If the transfer of the Receivables in the Additional Accounts
designated in the Assignment to the Trust pursuant to the Pooling and
Servicing Agreement constitutes a true sale of such Receivables to the Trust:
With respect to such Receivables in existence on the date
hereof, such sale transfers all of the right, title and interest of
the Transferor in and to such Receivables and the proceeds thereof
to the Trust, free and clear of any liens now existing (other than
existing liens as to which a filing under the Code is not required
to perfect such liens) or hereafter created but subject to the
rights of the Transferor as holder of the Transferor Certificate.
With respect to such Receivables which come into
existence after the date hereof, upon the creation of such Receiv-
ables, such sale will transfer all of the right, title and interest
of the Transferor in and to such Receivables and the proceeds
thereof to the Trust free and clear of any liens other than liens
which are in existence on the date of such transfer ("Intervening
Liens") but subject to the rights of the Transferor as holder of
the Transferor Certificate. Any such Intervening Liens would be
subject to the prior perfected security interest in favor of the
Trustee as set forth in paragraph 3 below.
In either case, no further action will thereafter be required under New
York or federal law to protect the Trust's ownership interest in such
Receivables against creditors of, or subsequent purchasers from, the
Transferor. We note, however, that unless the obligor in respect of a
Receivable has received notice of such assignment, bona fide payments
made by such obligor to a second assignee of such Receivable will
discharge such obligor's obligations to the extent of such payment, and
such payment will be recoverable only from such second assignee.
<PAGE>
If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement as supplemented by the Assignment does
not constitute a true sale of such Receivables to the Trust, then the Pooling
and Servicing Agreement creates a valid security interest in favor of the
Trustee, for the benefit of the Investor Certificateholders in the
Transferor's right, title and interest in and to such Receivables and the
proceeds thereof. If the transfer of such Receivables to the Trust
constitutes a true sale of such Receivables to the Trust but such sale is not
effective as of such date to convey Receivables not existing on such date,
the Pooling and Servicing Agreement as supplemented by the Assignment creates
a valid security interest in favor of the Trustee, for the benefit of the
Investor Certificateholders, in the Transferor's interest in such Receivables
and the proceeds thereof to the extent such interest is not so conveyed to
the Trust. In either event, such security interest constitutes a perfected
security interest in such Receivables subject to no prior or equal liens,
enforceable as such against creditors of, and purchasers from, the Transferor
and the FDIC as conservator or receiver for the Transferor, except:
(i) as enforceability may be subject to (A) the right of the FDIC,
as receiver for the Transferor, to enforce the Pooling and Ser-
vicing Agreement, notwithstanding any provision thereof providing
for termination, default, acceleration, or exercise of rights upon,
or solely by reason of, insolvency or the appointment of a
conservator or receiver, (B) the FDIC's authority, as receiver for
the Transferor, to transfer any asset or liability of the
Transferor to another depository institution, (C) the statutory
prohibition on any attachment or execution being issued by any
court upon assets in the possession of the FDIC as receiver for the
Transferor, (D) the right of the FDIC to obtain a stay, for a
period not to exceed 90 days, in any judicial action or proceeding
to which the Transferor is a party and (E) the right of the FDIC,
as receiver for the Transferor, to require a secured party to
establish its right to payments by submitting to and completing the
claims procedure established by the Financial Institutions Reform,
Recovery and Enforcement Act of 1989;
(ii) as perfection may be limited (A) with respect to any such
Receivables which are evidenced by instruments (as defined in Sec-
tion 9-105(l)(i) of the Code) which are not in the possession of
the Trustee; and (B) in the case of proceeds, by Section 9-306 of
the Code; and
(iii) as priority may be subject to (A) any liens, claims or other
interests that arise by operation of law and do not require any
filing or similar action in order to take priority over a perfected
security interest; (B) any claim or lien in favor of the United
States, any state or any agency or instrumentality thereof
(including, without limitation, liens arising under the federal,
state or local tax laws or under the Employee Retirement Income
Security Act of 1974, as amended); (C) the security interest of any
Person claiming any portion of the collateral as proceeds (other
than Receivables in which the Trustee has a prior lien) of such
Person's security interest or (D) the security interest of any
Person previously perfected without filing or the taking of
possession pursuant to Section 9-304(4) of the UCC; (E) liens under
Section 4-208 of the Code (relating to the security interest of a
collecting bank); (F) with respect to any Receivables represented
<PAGE>
by chattel paper (and proceeds thereof), the interest of a pur-
chaser of such chattel paper under Section 9-308 of the Code; and
(G) a claim by the FDIC or any other receiver or conservator of the
Transferor for administrative expenses. Such perfection and
priority of the security interest of the Trustee for the benefit of
the Investor Certificateholders would not be affected by an
increase or a decrease in the relative interests in the Receivables
of the Transferor as holder of the Transferor Certificate and the
Investor Certificateholders.
In addition, in connection with the opinions set forth in paragraph
2 and this paragraph 3, no opinion is expressed herein with respect to
Receivables or the proceeds thereof other than the Receivables in the Addi-
tional Accounts designated by the Assignment and the proceeds thereof. No
opinion is expressed herein with respect to the perfection, priority or
enforceability of the Trust's interest in proceeds of the Receivables except
to the extent such proceeds consist of either (1) identifiable cash proceeds
held in the Collection Account maintained by a Eligible Institution in the
name of the Trust in accordance with the terms of the Pooling and Servicing
Agreement and the Supplements or (2) Permitted Investments held by or on
behalf of the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and the Supplements. We do not express any opinion
herein: (i) as to the creation, validity or enforceability of any interest of
the Transferor in the Receivables or the proceeds thereof, (ii) as to the
Transferor's title to any of the Receivables or the proceeds thereof, (iii)
as to whether the transfer of the Receivables constitutes a true sale or a
grant of a security interest, (iv) as to whether the purported sale of all
Receivables now existing and hereafter created is effective to convey as a
true sale to the Trust, as of the purported date of sale, Receivables which
do not exist as of such date of sale, or as to whether Receivables hereafter
created in an Account are deemed to exist as of the date hereof or (v) as to
whether a court may temporarily restrain the exercise of the Trust's rights
to the Receivables and the proceeds thereof. Further, we point out that
delays in 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 conservator, regardless of whether the transaction constitutes a
true sale or a secured transaction, by actions unilaterally taken by such
receiver or conservator.
With respect to the opinions expressed in paragraphs 2 and 3, we
note that pursuant to Section 2.1 of the Pooling and Servicing Agreement,
the Transferor has filed the Financing Statements with the Office of the
Secretary of State of the State of New York and the City Register in the
County of New York. In expressing the opinions set forth herein, we have
assumed that in the event that a change in the Transferor's name, identity or
corporate structure makes the Financing Statements seriously misleading
within the meaning of Section 9-402(7) of the New York Uniform Commercial
Code (the "Code"), or the Transferor moves the location of its executive
office outside the State of New York, the Transferor will file such financing
statements or amendments as may be necessary to continue the perfection of
the Trust's interest in the Receivables and the proceeds thereof as required
by Section 13.2 of the Pooling and Servicing Agreement within the time
specified in Section 9-402(7) of the Code or Section 9-103(3)(e) of the Code,
as the case may be.
In expressing the opinions set forth herein, we have relied,
without independent investigation, upon reports received from the Office of
<PAGE>
the Secretary of State of the State of New York and the City Register in the
County of New York with respect to financing statements and related filings
and with respect to certain notices of federal government liens, New York
State government tax liens, certain attachment liens and judgment liens with
respect to the Transferor on file with such offices. The effective dates of
the latest of such reports are set forth in Schedule A attached hereto (the
"UCC Report Schedule"). [In addition, with respect to the items identified
on Schedule B attached hereto, we have relied without independent investiga-
tion, on a certificate of an officer of the Transferor attached hereto to the
effect that such items do not represent a lien or security interest on the
Receivables.] [We have assumed that no such filings or notices were made
with respect to the Transferor between the effective time of such reports and
the time of the filing of the Financing Statements. We note that the
Transferor has delivered to us a certificate to the effect of the preceding
sentence.] In the Pooling and Servicing Agreement, the Transferor represents
and warrants that it has good and marketable title to the Receivables free
and clear of all Liens, and we note that the Transferor has delivered to us a
certificate to such effect.
In addition, we call to your attention the fact that if the FDIC
were appointed receiver for the Transferor, the FDIC could repudiate any
contract it determined to be burdensome and the repudiation of which it
determined would promote the orderly administration of the Transferor's
affairs. 12 U.S.C. Section 1821(e)(1), (2). However, Section 1821 provides
that the FDIC's power as receiver to repudiate contracts is not to be
construed to permit the avoidance of a properly perfected security interest
except where such an interest is taken in contemplation of insolvency or with
the intent to hinder, delay, or defraud the institution or the creditors of
the institution. 12 U.S.C. Section 1821(e)(11). We have relied, without
independent verification, upon on a certificate of an officer of the
Transferor (attached hereto as Annex I), to the effect that (i) the
Transferor was not as of the date of transfer of the Receivables, insolvent
or on the verge of insolvency and was not rendered insolvent or on the verge
of insolvency by reason thereof, (ii) the transfer was not made in
contemplation of insolvency and (iii) the transfer was made in good faith and
without the intent to hinder, delay or defraud any of the Transferor's
creditors. In reliance upon the certificate of the Transferor referred to
above, we are of the opinion that the transfer of, or the grant of a security
interest in, the Receivables to the Trust would not be subject to repudiation
by the FDIC.
<PAGE>
EXHIBIT F
TO EXHIBIT 4.1
FORM OF ANNUAL OPINION OF COUNSEL
The opinions set forth below, which are to be delivered pursuant to
subsection 13.2(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 Transferor with respect to similar
matters delivered on the Closing Date.
1. If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement constitutes a true sale of such
Receivables to the Trust:
a. With respect to such Receivables in existence on the date
hereof, such sale transfers all of the right, title and interest of
the Transferor in and to such Receivables and the proceeds thereof
to the Trust, free and clear of any liens now existing (other than
existing liens as to which a filing under the Code is not required
to perfect such liens) or hereafter created but subject to the
rights of the Transferor as holder of the Transferor Certificate.
b. With respect to such Receivables which come into
existence after the date hereof, upon the creation of such
Receivables, such sale will transfer all of the right, title and
interest of the Transferor in and to such Receivables and the
proceeds thereof to the Trust free and clear of any liens other
than liens which are in existence on the date of such transfer
("Intervening Liens") but subject to the rights of the Transferor
as holder of the Transferor Certificate. Any such Intervening
Liens would be subject to the prior perfected security interest in
favor of the Trustee as set forth in paragraph 3 below.
In either case, no further action will thereafter be required under New
York or federal law to protect the Trust's ownership interest in such
Receivables against creditors of, or subsequent purchasers from, the
Transferor. We note, however, that unless the obligor in respect of a
Receivable has received notice of such assignment, bona fide payments
made by such obligor to a second assignee of such Receivable will
discharge such obligor's obligations to the extent of such payment, and
such payment will be recoverable only from such second assignee.
2. If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement does not constitute a true sale of such
Receivables to the Trust, then the Pooling and Servicing Agreement creates a
valid security interest in favor of the Trustee, for the benefit of the
Investor Certificateholders in the Transferor's right, title and interest in
and to such Receivables and the proceeds thereof. If the transfer of such
Receivables to the Trust constitutes a true sale of such Receivables to the
Trust but such sale is not effective as of such date to convey Receivables
not existing on such date, the Pooling and Servicing Agreement creates a
valid security interest in favor of the Trustee, for the benefit of the
Investor Certificateholders, in the Transferor's interest in such Receivables
and the proceeds thereof to the extent such interest is not so conveyed to
<PAGE>
the Trust. In either event, such security interest constitutes a perfected
security interest in such Receivables subject to no prior or equal liens,
enforceable as such against creditors of, and purchasers from, the Transferor
and the FDIC as conservator or receiver for the Transferor, except:
(i) as enforceability may be subject to (A) the right of the FDIC,
as receiver for the Transferor, to enforce the Pooling and Ser-
vicing Agreement, notwithstanding any provision thereof providing
for termination, default, acceleration, or exercise of rights upon,
or solely by reason of, insolvency or the appointment of a
conservator or receiver, (B) the FDIC's authority, as receiver for
the Transferor, to transfer any asset or liability of the
Transferor to another depository institution, (C) the statutory
prohibition on any attachment or execution being issued by any
court upon assets in the possession of the FDIC as receiver for the
Transferor, (D) the right of the FDIC to obtain a stay, for a
period not to exceed 90 days, in any judicial action or proceeding
to which the Transferor is a party and (E) the right of the FDIC,
as receiver for the Transferor, to require a secured party to
establish its right to payments by submitting to and completing the
claims procedure established by the Financial Institutions Reform,
Recovery and Enforcement Act of 1989;
(ii) as perfection may be limited (A) with respect to any such
Receivables which are evidenced by instruments (as defined in Sec-
tion 9-105(l)(i) of the Code) which are not in the possession of
the Trustee; and (B) in the case of proceeds, by Section 9-306 of
the Code; and
(iii) as priority may be subject to (A) any liens, claims or other
interests that arise by operation of law and do not require any
filing or similar action in order to take priority over a perfected
security interest; (B) any claim or lien in favor of the United
States, any state or any agency or instrumentality thereof
(including, without limitation, liens arising under the federal,
state or local tax laws or under the Employee Retirement Income
Security Act of 1974, as amended); (C) the security interest of any
Person claiming any portion of the collateral as proceeds (other
than Receivables in which the Trustee has a prior lien) of such
Person's security interest or (D) the security interest of any
Person previously perfected without filing or the taking of
possession pursuant to Section 9-304(4) of the UCC; (E) liens under
Section 4-208 of the Code (relating to the security interest of a
collecting bank); (F) with respect to any Receivables represented
by chattel paper (and proceeds thereof), the interest of a pur-
chaser of such chattel paper under Section 9-308 of the Code; and
(G) a claim by the FDIC or any other receiver or conservator of the
Transferor for administrative expenses. Such perfection and
priority of the security interest of the Trustee for the benefit of
the Investor Certificateholders would not be affected by an
increase or a decrease in the relative interests in the Receivables
of the Transferor as holder of the Transferor Certificate and the
Investor Certificateholders.
In addition, in connection with the opinions set forth in paragraph
1 and this paragraph 2, no opinion is expressed herein with respect to
Receivables or the proceeds thereof other than the Receivables in the Addi-
<PAGE>
tional Accounts designated by the Assignment and the proceeds thereof. No
opinion is expressed herein with respect to the perfection, priority or
enforceability of the Trust's interest in proceeds of the Receivables except
to the extent such proceeds consist of either (1) identifiable cash proceeds
held in the Collection Account maintained by a Eligible Institution in the
name of the Trust in accordance with the terms of the Pooling and Servicing
Agreement and the Supplements or (2) Permitted Investments held by or on
behalf of the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and the Supplements. We do not express any opinion
herein: (i) as to the creation, validity or enforceability of any interest of
the Transferor in the Receivables or the proceeds thereof, (ii) as to the
Transferor's title to any of the Receivables or the proceeds thereof, (iii)
as to whether the transfer of the Receivables constitutes a true sale or a
grant of a security interest, (iv) as to whether the purported sale of all
Receivables now existing and hereafter created is effective to convey as a
true sale to the Trust, as of the purported date of sale, Receivables which
do not exist as of such date of sale, or as to whether Receivables hereafter
created in an Account are deemed to exist as of the date hereof or (v) as to
whether a court may temporarily restrain the exercise of the Trust's rights
to the Receivables and the proceeds thereof. Further, we point out that
delays in 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 conservator, regardless of whether the transaction constitutes a
true sale or a secured transaction, by actions unilaterally taken by such
receiver or conservator.
With respect to the opinions expressed in paragraphs 1 and 2, we
note that pursuant to Section 2.1 of the Pooling and Servicing Agreement,
the Transferor has filed the Financing Statements with the Office of the
Secretary of State of the State of New York and the City Register in the
County of New York. In expressing the opinions set forth herein, we have
assumed that in the event that a change in the Transferor's name, identity or
corporate structure makes the Financing Statements seriously misleading
within the meaning of Section 9-402(7) of the New York Uniform Commercial
Code (the "Code"), or the Transferor moves the location of its executive
office outside the State of New York, the Transferor will file such financing
statements or amendments as may be necessary to continue the perfection of
the Trust's interest in the Receivables and the proceeds thereof as required
by Section 13.2 of the Pooling and Servicing Agreement within the time
specified in Section 9-402(7) of the Code or Section 9-103(3)(e) of the Code,
as the case may be.
In expressing the opinions set forth herein, we have relied,
without independent investigation, upon reports received from the Office of
the Secretary of State of the State of New York and the City Register in the
County of New York with respect to financing statements and related filings
and with respect to certain notices of federal government liens, New York
State government tax liens, certain attachment liens and judgment liens with
respect to the Transferor on file with such offices. The effective dates of
the latest of such reports are set forth in Schedule A attached hereto (the
"UCC Report Schedule"). [In addition, with respect to the items identified
on Schedule B attached hereto, we have relied without independent investiga-
tion, on a certificate of an officer of the Transferor attached hereto to the
effect that such items do not represent a lien or security interest on the
Receivables.] [We have assumed that no such filings or notices were made
with respect to the Transferor between the effective time of such reports and
the time of the filing of the Financing Statements. We note that the
<PAGE>
Transferor has delivered to us a certificate to the effect of the preceding
sentence.] In the Pooling and Servicing Agreement, the Transferor represents
and warrants that it has good and marketable title to the Receivables free
and clear of all Liens, and we note that the Transferor has delivered to us a
certificate to such effect.
In addition, we call to your attention the fact that if the FDIC
were appointed receiver for the Transferor, the FDIC could repudiate any
contract it determined to be burdensome and the repudiation of which it
determined would promote the orderly administration of the Transferor's
affairs. 12 U.S.C. Section 1821(e)(1), (2). However, Section 1821 provides
that the FDIC's power as receiver to repudiate contracts is not to be
construed to permit the avoidance of a properly perfected security interest
except where such an interest is taken in contemplation of insolvency or with
the intent to hinder, delay, or defraud the institution or the creditors of
the institution. 12 U.S.C. Section 1821(e)(11). We have relied, without
independent verification, upon on a certificate of an officer of the
Transferor (attached hereto as Annex I), to the effect that (i) the
Transferor was not as of the date of transfer of the Receivables, insolvent
or on the verge of insolvency and was not rendered insolvent or on the verge
of insolvency by reason thereof, (ii) the transfer was not made in
contemplation of insolvency and (iii) the transfer was made in good faith and
without the intent to hinder, delay or defraud any of the Transferor's
creditors. In reliance upon the certificate of the Transferor referred to
above, we are of the opinion that the transfer of, or the grant of a security
interest in, the Receivables to the Trust would not be subject to repudiation
by the FDIC.
<PAGE>
EXHIBIT G
TO EXHIBIT 4.1
FORM OF REASSIGNMENT OF RECEIVABLES
REASSIGNMENT NO. ____ OF RECEIVABLES, dated as of __________ ___,
____, by and between The Chase Manhattan Bank (USA), a banking corporation
organized and existing under the laws of the State of Delaware (the "Bank"),
and The Bank of New York, a banking corporation organized under the laws of
the State of New York (the "Trustee") pursuant to the Pooling and Servicing
Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Bank, Chemical Bank and the Trustee are parties to the
Amended and Restated Pooling and Servicing Agreement, dated as of June 1,
1996 (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 MasterCard and VISA 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 of business on the Removal Date. 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.
<PAGE>
3. Conveyance of Receivables. (a) The Bank does hereby
reconvey 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 New York) of such Receiv-
ables, Insurance Proceeds relating to such Receivables and the proceeds
thereof.
(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 as of the Removal Date:
(a) Legal, Valid and Binding Obligation. 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 bank-
ruptcy, 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 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 were utilized in selecting the
Removed Accounts designated hereby.
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
condition precedent:
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 2.7 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 repre-
sentations and warranties made by the Bank in Section 4 hereof is
true and correct as of the Removal Date. The Trustee may conclu-
sively 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.
<PAGE>
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
to 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 as expressly provided herein shall not
constitute or be deemed to constitute a waiver of compliance with or a
consent to non-compliance 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 REASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS, AND WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMU-
NITY AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
<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:
THE BANK OF NEW YORK,
as Trustee
By: ____________________________
Name:
Title:
<PAGE>
Schedule I
to Reassignment
of Receivables
REMOVED ACCOUNTS
<PAGE>
EXHIBIT H
TO EXHIBIT 4.1
FORM OF RECONVEYANCE OF RECEIVABLES
RECONVEYANCE OF RECEIVABLES, dated as of ____________ ___, ____, by
and between The Chase Manhattan Bank (USA), a banking corporation organized
and existing under the laws of the State of Delaware (the "Transferor"), and
The Bank of New York, a banking corporation organized and existing under the
laws of New York (the "Trustee") pursuant to the Pooling and Servicing Agree-
ment referred to below.
W I T N E S S E T H:
WHEREAS, the Transferor, Chemical Bank and the Trustee are parties
to the Amended and Restated Pooling and Servicing Agreement dated as of June
1, 1996 (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
Transferor wishes to cause the Trustee to reconvey all of the Receivables and
proceeds thereof, whether now existing or hereafter created, from the Trust
to the Transferor pursuant to the terms of Section 12.4 of the Pooling and
Servicing Agreement upon termination of the Trust pursuant to subsection
12.1(a) of the Pooling and Servicing Agreement (as each such term is defined
in the Pooling and Servicing Agreement);
WHEREAS, the Trustee is willing to reconvey Receivables subject to
the terms and conditions hereof;
NOW, THEREFORE, the Transferor 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.
"Reconveyance Date" shall mean ______________, ____.
2. Return of Lists of Accounts. The Trustee shall deliver to the
Transferor, not later than three Business Days after the Reconveyance Date,
each and every computer file or microfiche list of Accounts delivered to the
Trustee pursuant to the terms of the Pooling and Servicing Agreement.
3. Conveyance of Receivables. (a) The Trustee does hereby
reconvey to the Transferor, without recourse, on and after the Reconveyance
Date, all right, title and interest of the Trust in and to each and every
Receivable now existing and hereafter created in the Accounts, all monies due
or to become due with respect thereto (including all Finance Charge Receiv-
ables), all proceeds (as defined in Section 9-306 of the UCC as in effect in
the State of New York) of such Receivables and Insurance Proceeds relating to
such Receivables and any Interchange, except for amounts, if any, held by the
Trustee pursuant to subsection 12.3(b) of the Pooling and Servicing
Agreement.
<PAGE>
(b) In connection with such transfer, the Trustee agrees to
execute and deliver to the Transferor on or prior to the date of this
Reconveyance, such UCC termination statements as the Transferor may reason-
ably request, evidencing the release by the Trust of its lien on the Receiv-
ables.
4. Counterparts. This Reconveyance 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.
5. GOVERNING LAW. THIS RECONVEYANCE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD
OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Reconveyance
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:
THE BANK OF NEW YORK,
as Trustee
By: ____________________________
Name:
Title:
<PAGE>
SCHEDULE I
LIST OF ACCOUNTS
Delivered to Trustee only
[Deemed Incorporated]
Exhibit 4.2
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Transferor)
THE CHASE MANHATTAN BANK
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
November 6, 1996
Chase Securities Inc.
As Underwriter and as Representative
of the Underwriters named in the Terms Agreement
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"), proposes
to cause the Chase Credit Card Master Trust (formerly known as Chemical Master
Credit Card Trust I) (the "Trust") to issue the Asset Backed Certificates
designated in the applicable Terms Agreement (as hereinafter defined) (the
"Certificates"). The Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") described in the
applicable Terms Agreement between the Bank, as Transferor on and after June 1,
1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer (the "Servicer"), and the trustee identified in the applicable Terms
Agreement (the "Trustee"), as supplemented by the Series Supplement having the
date stated in the applicable Terms Agreement, between the Bank, as Transferor,
the Servicer and the Trustee (the "Supplement"). The Series of Certificates
designated in the applicable Terms Agreement will be sold in a public offering
through the underwriters listed on Schedule I to the applicable Terms
Agreement, one or more of which may act as representative of such underwriters
(any underwriter through which Certificates are sold shall be referred to
herein as an "Underwriter" or, collectively, all such Underwriters may be
referred to as the "Underwriter"; any representatives thereof may be referred
to herein as a "Representative"). Certificates of any Series sold to the
Underwriters shall be sold pursuant to a Terms Agreement by and between the
Bank and the Representatives, a form of which is attached hereto as Exhibit A
(a "Terms Agreement"), which incorporates by reference this Underwriting
Agreement (the "Agreement," which may include the applicable Terms Agreement if
the context so requires). Any Series of Certificates sold pursuant to any
Terms Agreement may include the benefits of a letter of credit, cash collateral
guaranty or account, collateral interest, surety bond, insurance policy, spread
<PAGE>
account, reserve account or other similar arrangement for the benefit of the
Certificateholders of such Series ("Credit Enhancement"). With respect to any
such Credit Enhancement, the Bank may enter into an agreement (the "Credit
Enhancement Agreement") by and between the Bank and the provider of the Credit
Enhancement (the "Credit Enhancement Provider"). The term "applicable Terms
Agreement" means the Terms Agreement dated the date hereof. Each Certificate
will represent a specified percentage undivided interest in the Trust. The
assets of the Trust include, among other things, certain amounts due on a
portfolio of MasterCard (Registered Trademark) and VISA (Registered Trademark)
revolving credit card accounts of the Bank (the "Receivables"), and the benefit
of the Credit Enhancement, if any. To the extent not defined herein,
capitalized terms used herein have the meanings assigned to such terms in the
Pooling and Servicing Agreement. Unless otherwise stated herein or in the
applicable Terms Agreement, as the context otherwise requires or if such term
is otherwise defined in the Pooling and Servicing Agreement, each capitalized
term used or defined herein or in the applicable Terms Agreement shall relate
only to the Series of Certificates designated in the applicable Terms Agreement
and no other Series of Asset Backed Certificates issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon the
execution of the applicable Terms Agreement, the Bank represents and warrants
to each Underwriter that:
(a) The Bank has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Act"), a registration statement
on Form S-3 (having the registration number stated in the applicable Terms
Agreement), including a form of prospectus, relating to the Certificates.
Such registration statement, as amended at the time it was declared
effective by the Commission, including all material incorporated by
reference therein, including all information contained in any Additional
Registration Statement (as defined herein) and deemed to be part of such
registration statement as of the time such Additional Registration
Statement (if any) was declared effective by the Commission pursuant to
the General Instructions of the Form on which it was filed and including
all information (if any) deemed to be a part of such registration
statement as of the time it was declared effective by the Commission
pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act (such registration
statement, the "Initial Registration Statement") has been declared
effective by the Commission. If any post-effective amendment has been
filed with respect to the Initial Registration Statement, prior to the
execution and delivery of the applicable Terms Agreement, the most recent
such amendment has been declared effective by the Commission. If (i) an
additional registration statement, including the contents of the Initial
Registration Statement incorporated by reference therein and including all
information (if any) deemed to be a part of such additional registration
statement pursuant to Rule 430A(b)(the "Additional Registration
Statement") relating to the Certificates has been filed with the
Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if
so filed, has become effective upon filing pursuant to Rule 462(b), then
the Certificates have been duly registered under the Act pursuant to the
Initial Registration Statement and such Additional Registration Statement
or (ii) an Additional Registration Statement is proposed to be filed with
the Commission pursuant to Rule 462(b) and will become effective upon
filing pursuant to Rule 462(b), then upon such filing the Certificates
will have been duly registered under the Act pursuant to the Initial
<PAGE>
Registration Statement and such Additional Registration Statement. If the
Bank does not propose to amend the Initial Registration Statement or, if
an Additional Registration Statement has been filed and the Bank does not
propose to amend it and if any post-effective amendment to either such
registration statement has been filed with the Commission prior to the
execution and delivery of the applicable Terms Agreement, the most recent
amendment (if any) to each such registration statement has been declared
effective by the Commission or has become effective upon filing pursuant
to Rule 462(c) under the Act or, in the case of any Additional
Registration Statement, Rule 462(b). The Initial Registration Statement
and any Additional Registration Statement are hereinafter referred to
collectively as the "Registration Statements" and individually as a
"Registration Statement." Copies of the Registration Statements, together
with any post-effective amendments have been furnished to the
Underwriters. The Bank proposes to file with the Commission pursuant to
Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus
Supplement") to the form of prospectus included in a Registration
Statement (such prospectus, in the form it appears in a Registration
Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424 is hereinafter referred to as the "Basic
Prospectus") relating to the Certificates and the plan of distribution
thereof. The Basic Prospectus and the Prospectus Supplement, together
with any amendment thereof or supplement thereto, is hereinafter referred
to as the "Final Prospectus." Except to the extent that the
Representative shall agree in writing to a modification, the Final
Prospectus shall be in all substantial respects in the form furnished to
the Underwriters prior to the execution of the relevant Terms Agreement,
or to the extent not completed at such time, shall contain only such
material changes as the Bank has advised the Representative, prior to such
time, will be included therein. Any preliminary form of the Prospectus
Supplement which has heretofore been filed pursuant to Rule 424 is
hereinafter called a "Preliminary Final Prospectus;"
(b) The Initial Registration Statement, including such amendments
thereto as may have been required on the date of the applicable Terms
Agreement, and the Additional Registration Statement (if any), relating to
the Certificates, have -been filed with the Commission and such Initial
Registration Statement as amended, and the Additional Registration
Statement (if any), have become effective. No stop order suspending the
effectiveness of the Initial Registration Statement or the Additional
Registration Statement (if any) has been issued and no proceeding for that
purpose has been instituted or, to the knowledge of the Bank, threatened
by the Commission;
(c) The Initial Registration Statement conforms, and any amendments
or supplements thereto and the Final Prospectus will conform, in all
material respects to the requirements of the Act, and do not and will not,
as of the applicable effective date as to the Initial Registration
Statement and any amendment thereto, as of the applicable filing date as
to the Final Prospectus and any supplement thereto, and as of the Closing
Date, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Additional Registration
Statement (if any) and the Initial Registration Statement conform, in all
material respects to the requirements of the Act, and do not and will not,
as of the applicable effective date as to the Additional Registration
Statement, contain an untrue statement of a material fact or omit to state
<PAGE>
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall apply only during the period that a
prospectus relating to the Certificates is required to be delivered under
the Act in connection with sales of such Certificates (such period being
hereinafter sometimes referred to as the "prospectus delivery period");
provided, further, that this representation and warranty shall not apply
to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Bank by or on behalf of an
Underwriter specifically for use in connection with the preparation of a
Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and warranties of
the Bank, as Transferor, in the Pooling and Servicing Agreement and the
Supplement will be true and correct;
(e) The Bank has been duly organized and is validly existing as a
national bank in good standing under the laws of the United States, with
power and authority to own its properties and conduct its business as
described in the Final Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or in good
standing would not have a material adverse effect on the condition
(financial or otherwise), results of operations, business or prospects of
the Bank and its subsidiaries, taken as a whole;
(f) The Certificates have been duly authorized, and, when issued and
delivered pursuant to the Pooling and Servicing Agreement and the
Supplement, duly authenticated by the Trustee and paid for by the
Underwriters in accordance with the terms of this Agreement and the
applicable Terms Agreement, will be duly and validly executed, issued and
delivered and entitled to the benefits provided by the Pooling and
Servicing Agreement and the Supplement; each of the Pooling and Servicing
Agreement and the Supplement have been duly authorized and, when executed
and delivered by the Bank, as Transferor, each of the Pooling and
Servicing Agreement and the Supplement will (assuming due execution and
delivery by the Trustee) constitute a valid and binding agreement of the
Bank; the Certificates, the Pooling and Servicing Agreement and the
Supplement conform to the descriptions thereof in the Final Prospectus in
all material respects; and, if applicable, when executed by the Bank, as
Transferor, the Credit Enhancement Agreement will (assuming due execution
and delivery by the Trustee and Credit Enhancement Provider) constitute a
valid and binding agreement of the Bank;
(g) No consent, approval, authorization or order of, or filing with,
any court or governmental agency or body is required to be obtained or
made by the Bank for the consummation of the transactions contemplated by
this Agreement, the applicable Terms Agreement, the Pooling and Servicing
Agreement or the Supplement except such as have been obtained and made
under the Act, such as may be required under state securities laws and the
filing of any financing statements required to perfect the Trust's
interest in the Receivables;
<PAGE>
(h) The Bank is not in violation of its Articles of Association or
By-laws or in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any agreement or instrument
to which it is a party or by which it or its properties is bound which
would have a material adverse effect on the transactions contemplated
herein, in the Pooling and Servicing Agreement or the Supplement. The
execution, delivery and performance of this Agreement, the applicable
Terms Agreement, the Pooling and Servicing Agreement, the Supplement and
the Credit Enhancement Agreement, and the issuance and sale of the
Certificates and compliance with the terms and provisions thereof will not
result in a breach or violation of any of the terms of, or constitute a
default under, any statute, rule, regulation or order of any governmental
agency or body or any court having jurisdiction over the Bank or any of
its properties or any material agreement or instrument to which the Bank
is a party or by which the Bank is bound or to which any of the properties
of the Bank is subject, or the Articles of Association or By-laws of the
Bank except for any such breaches or violations or defaults as would not
individually or in the aggregate have a material adverse effect on the
transactions contemplated herein, in the Pooling and Servicing Agreement
and the Supplement;
(i) Other than as set forth or contemplated in the Final Prospectus,
there are no legal or governmental proceedings pending or, to the
knowledge of the Bank, threatened to which any of the Bank or its
subsidiaries is or may be a party or to which any property of the Bank or
its subsidiaries is or may be the subject which, if determined adversely
to the Bank, could individually or in the aggregate reasonably be expected
to have a material adverse effect on the Bank's credit card business or on
the interests of the holders of the Certificates; and there are no
contracts or other documents of a character required to be filed as an
exhibit to the Initial Registration Statement or the Additional
Registration Statement (if any) or to be described in the Initial
Registration Statement, the Additional Registration Statement (if any) or
the Basic Prospectus which are not filed or described as required; and
(j) Each of this Agreement and the applicable Terms Agreement have
been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and conditions
and in reliance upon the covenants, representations and warranties herein set
forth, the Bank agrees to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Bank, the principal
amount of Certificates set forth opposite such Underwriter's name in Schedule I
to the applicable Terms Agreement. The purchase price for the Certificates
shall be as set forth in the applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc. may sell
Certificates to any of its affiliates, and that any such affiliates may sell
such Certificates to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in the
applicable Terms Agreement, payment for Certificates shall be made to the Bank
or to its order by wire transfer of same day funds at the offices of Simpson
Thacher & Bartlett in New York, New York at 10:00 A.M., New York City time, on
the Closing Date (as hereinafter defined) specified in the Terms Agreement, or
at such other time on the same or such other date as the Representative and the
Bank may agree upon. The time and date of such payment for the Certificates as
<PAGE>
specified in the applicable Terms Agreement are referred to herein as the
"Closing Date." As used herein, the term "Business Day" means any day other
than a day on which banks are permitted or required to be closed in New York
City.
Unless otherwise provided in the applicable Terms Agreement, payment
for the Certificates shall be made against delivery to the Representative for
the respective accounts of the several Underwriters of the Certificates
registered in the name of Cede & Co. as nominee of The Depository Trust Company
and in such denominations as the Representative shall request in writing not
later than two full Business Days prior to the Closing Date. The Bank shall
make the Certificates available for inspection by the Representatives in New
York, New York not later than one full Business Day prior to the Closing Date.
Section 4. Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Certificates for sale to the public,
which may include selected dealers, as set forth in the Final Prospectus.
Section 5. Covenants of the Bank. The Bank covenants and agrees
with the Underwriters that upon the execution of the applicable Terms
Agreement:
(a) Immediately following the execution of such applicable Terms
Agreement, the Bank will prepare a Prospectus Supplement setting forth the
amount of Certificates covered thereby and the terms thereof not otherwise
specified in the Basic Prospectus, the price at which such Certificates
are to be purchased by the Underwriters, the initial public offering
price, the selling concessions and allowances, and such other information
as the Bank deems appropriate. The Bank will file such Prospectus
Supplement with the Commission pursuant to Rule 424 within the time
prescribed therein and will provide evidence satisfactory to the
Representative of such timely filing. In addition, to the extent that any
Underwriter (i) has provided to the Bank Collateral Term Sheets (as
defined below) that such Underwriter has provided to a prospective
investor, the Bank has filed such Collateral Term Sheets as an exhibit to
a report on Form 8-K within two business days of its receipt thereof, or
(ii) has provided to the Bank Structural Term Sheets or Computational
Materials (each as defined below) that such Underwriter has provided to a
prospective investor, the Bank will file or cause to be filed with the
Commission a report on Form 8-K containing such Structural Term Sheet and
Computational Materials, as soon as reasonably practicable after the date
of this Agreement, but in any event, not later than the date on which the
Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any
amendment or supplement to the Initial Registration Statement, the
Additional Registration Statement (if any) or the Final Prospectus, the
Bank will furnish to the Representative a copy of the proposed amendment
or supplement for review and will not file any such proposed amendment or
supplement to which the Representative reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the
Representative promptly after it receives notice thereof, (i) when any
amendment to any Registration Statement shall have become effective, (ii)
of any request by the Commission for any amendment or supplement to any
Registration Statement or the Final Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
<PAGE>
suspending the effectiveness of any Registration Statement or the
initiation or threatening of any proceeding for that purpose, and (iv) of
the receipt by the Bank of any notification with respect to any suspension
of the qualification of the Certificates for offer and sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and will use its best efforts to prevent the issuance of any such
stop order or notification and, if any is issued, will promptly use its
best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event
occurs as a result of which the Final Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it
shall be necessary to amend or supplement the Final Prospectus to comply
with the Act, the Bank promptly will prepare and file with the Commission,
an amendment or a supplement which will correct such statement or omission
or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the
Representative shall reasonably request and will continue such
qualification in effect so long as reasonably required for distribution of
the Certificates; provided, however, that the Bank shall not be obligated
to qualify to do business in any jurisdiction in which it is not currently
so qualified; and provided, further, that the Bank shall not be required
to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two
copies of each Registration Statement (including exhibits thereto), one of
which will be signed, and to each Underwriter conformed copies of each
Registration Statement (without exhibits thereto) and, during the
prospectus delivery period, as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any supplement thereto as the
Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the Underwriters
shall cease to maintain a secondary market in the Certificates, whichever
first occurs, the Bank will deliver to the Underwriters (i) the annual
statements of compliance, (ii) the annual independent certified public
accountants' reports furnished to the Trustee, (iii) all documents
required to be distributed to Certificateholders of the Trust and (iv) all
documents filed with the Commission pursuant to the Exchange Act or any
order of the Commission thereunder, in each case as provided to the
Trustee or filed with the Commission, as soon as such statements and
reports are furnished to the Trustee or filed or, if an affiliate of the
Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of
its obligations under this Agreement, including without limitation: (i)
expenses of preparing, printing and reproducing each Registration
Statement, the Preliminary Final Prospectus, the Final Prospectus, this
Agreement, the applicable Terms Agreement, the Pooling and Servicing
Agreement, the Supplement and the Certificates, (ii) the cost of
delivering the Certificates to the Underwriters, (iii) any fees charged by
investment rating agencies for the rating of such Certificates, and (iv)
<PAGE>
the reasonable expenses and costs (not to exceed the amount specified in
the applicable Terms Agreement) incurred in connection with "blue sky"
qualification of the Certificates for sale in those states designated by
the Underwriters and the printing of memoranda relating thereto (it being
understood that, except as specified in this paragraph (h) and in Sections
8 and 9 hereof, the Underwriters will pay all their own costs and
expenses, including the cost of printing any Agreement Among Underwriters,
the fees of counsel to any Underwriter, transfer taxes on resale of any
Certificates by them and advertising expenses connected with any offers
that they may make).
(i) To the extent, if any, that the rating provided with respect to
the Certificates by the rating agency or agencies that initially rate the
Certificates is conditional upon the furnishing of documents or the taking
of any other actions by the Bank, the Bank shall furnish such documents
and take any such other actions.
(j) The Bank will cause the Trust to make generally available to
Certificateholders and to the Representative as soon as practicable an
earnings statement covering a period of at least twelve months beginning
with the first fiscal quarter of the Trust occurring after the effective
date of the Initial Registration Statement (or, if later, the effective
date of the Additional Registration Statement), which shall satisfy the
provisions of Section 11(a) of the Act and Rule 158 of the Commission
promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to
and including the Business Day following the Closing Date, the Bank will
not offer, sell, contract to sell or otherwise dispose of any credit card
asset-backed securities of the Bank which are substantially similar to the
Certificates without the prior written consent of the Representative or
unless such securities are referenced in the Terms Agreement.
Section 6. Representations and Warranties of the Underwriters. Each
Underwriter represents, warrants, covenants and agrees with the Bank that:
(a) It either (A) has not provided any potential investor with a
Collateral Term Sheet (that is required to be filed with the Commission
within two business days of first use under the Terms of the Public
Securities Association Letter as described below), or (B) has,
substantially contemporaneously with its first delivery of such Collateral
Term Sheet to a potential investor, delivered such Collateral Term Sheet
to the Bank, which Collateral Term Sheet, if any, is attached to this
Agreement as Exhibit B.
(b) It either (A) has not provided any potential investor with a
Structural Term Sheet or Computational Materials, or (B) has provided any
such Structural Term Sheet or Computational Materials to the Bank, which
Structural Term Sheets and Computational Materials, if any, are attached
to this Agreement as Exhibit C.
(c) It either (A) has not provided any potential investor with a
Series Term Sheet or (B) has provided any Series Term Sheet to the Bank,
which Series Term Sheets, if any, are attached to this Agreement as
Exhibit D.
<PAGE>
(d) Each Collateral Term Sheet bears a legend indicating that the
information contained therein will be superseded by the description of the
collateral contained in the Prospectus Supplement and, except in the case
of the initial Collateral Term Sheet, that such information supersedes the
information in all prior Collateral Term Sheets.
(e) Each Structural Term Sheet and Series Term Sheet and all
Computational Materials bear a legend substantially as follows (or in such
other form as may be agreed prior to the date of this Agreement):
This information does not constitute either an offer to sell or
a solicitation of an offer to buy any of the securities referred
to herein. Information contained herein is confidential and
provided for information only, does not purport to be complete
and should not be relied upon in connection with any decision to
purchase the securities. This information supersedes any prior
versions hereof and will be deemed to be superseded by any
subsequent versions including, with respect to any description
of the securities or the underlying assets, the information
contained in the final Prospectus and accompanying Prospectus
Supplement. Offers to sell and solicitations of offers to buy
the securities are made only by the final Prospectus and the
related Prospectus Supplement.
(f) It (at its own expense) agrees to provide to the Bank any
accountants' letters obtained relating to the Collateral Term Sheets,
Structural Term Sheets and Computational Materials, which accountants'
letters shall be addressed to the Bank.
(g) It has not, and will not, without the prior written consent of
the Bank, provide any Collateral Term Sheets, Structural Term Sheets,
Series Term Sheets or Computational Materials to any investor after the
date of this Agreement.
(h) It has only issued or passed on and shall only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Certificates to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements)(Exemptions) Order 1995 or who is a person to whom the
document may otherwise lawfully be issued or passed on, it has complied
and shall comply with all applicable provisions of the Financial Services
Act 1986 of Great Britain with respect to anything done by it in relation
to the Certificates in, from or otherwise involving the United Kingdom and
if that Underwriter is an authorized person under the Financial Services
Act 1986, it has only promoted and shall only promote (as that term is
defined in Regulation 1.02 of the Financial Services (Promotion of
Unregulated Schemes) Regulations 1991) to any person in the United Kingdom
the scheme described in the Prospectus if that person is of a kind
described either in Section 76(2) of the Financial Services Act 1986 or in
Regulation 1.04 of the Financial Services (Promotion of Unregulated
Schemes) Regulations 1991.
For purposes of this Agreement, "Collateral Term Sheets" and
"Structural Term Sheets" shall have the respective meanings assigned to them in
the February 13, 1995 letter of Cleary, Gottlieb, Steen & Hamilton on behalf of
the Public Securities Association (which letter, and the SEC staff's response
thereto, were publicly available February 17, 1995). The term "Collateral Term
<PAGE>
Sheet" as used herein includes any subsequent Collateral Term Sheet that
reflects a substantive change in the information presented. "Computational
Materials" has the meaning assigned to it in the May 17, 1994 letter of Brown &
Wood on behalf of Kidder, Peabody & Co., Inc. (which letter, and the SEC
staff's response thereto, were publicly available May 20, 1994). "Series Term
Sheet" has the meaning assigned to it in the April 4, 1996 letter of Latham &
Watkins on behalf of Greenwood Trust Company (which letter, and the SEC staff's
response thereto, were publicly available April 5, 1996).
Section 7. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase and pay for Certificates on the
Closing Date shall be subject to the accuracy of the representations and
warranties of the Bank contained herein, to the accuracy of the statements of
the Bank made in any certificates pursuant to the terms hereof, to the
performance by the Bank of its obligations hereunder and under the applicable
Terms Agreement and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the Commission
pursuant to Rule 424 in the manner and within the applicable time period
prescribed for such filing by the rules and regulations of the Commission
under the Act and in accordance with Section 5(a) of this Agreement; and,
as of the Closing Date, no stop order suspending the effectiveness of any
Registration Statement shall have been issued, and no proceedings for such
purpose shall have been instituted or threatened by the Commission; and
all requests for additional information from the Commission with respect
to any Registration Statement shall have been complied with to the
reasonable satisfaction of the Representative.
(b) Subsequent to the date of this Agreement, there shall not have
occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the
Bank which materially impairs the investment quality of the Certificates;
(ii) any suspension or material limitation of trading of securities
generally on the New York Stock Exchange or the American Stock Exchange;
(iii) a declaration of a general moratorium on commercial banking
activities in New York by either Federal or New York State authorities; or
(iv) any material outbreak or declaration of hostilities or other calamity
or crisis the effect of which on the financial markets of the United
States is such as to make it, in the judgment of the Representative,
impracticable to market the Certificates on the terms specified herein and
the applicable Terms Agreement.
(c) The Underwriters have received a certificate of a Vice President
or other proper officer of the Bank, dated the Closing Date, in which such
officer, to the best of his knowledge, shall state that (i) the
representations and warranties of the Bank in this Agreement are true and
correct in all material respects, (ii) the Bank has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Date, (iii) no stop order suspending
the effectiveness of a Registration Statement has been issued and no
proceedings for that purpose have been instituted or are threatened by the
Commission and (iv) the Final Prospectus does not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
<PAGE>
(d) The Bank shall have furnished to the Underwriters the opinions
of Simpson Thacher & Bartlett, counsel for the Bank, dated the Closing
Date, in substantially the forms attached hereto as Exhibits 1 through 3,
with only such changes as shall be reasonably satisfactory to the
Representative.
(e) The Underwriters shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, an opinion dated the
Closing Date, with respect to the validity of the Certificates, the
Initial Registration Statement, the Additional Registration Statement (if
any), the Final Prospectus and such other related matters as the
Underwriters may reasonably require, and the Bank shall have furnished to
such counsel such documents as they request for the purpose of enabling
them to pass on such matters.
(f) At the date of the applicable Terms Agreement and at the Closing
Date, Price Waterhouse LLP (or such other independent public accountants
as shall be named in the applicable Terms Agreement), certified
independent public accountants for the Bank, shall have furnished to the
Underwriters a letter or letters, dated respectively as of the date of the
applicable Terms Agreement and as of the Closing Date confirming that they
are certified independent public accountants within the meaning of the Act
and the Exchange Act, and the respective applicable published rules and
regulations thereunder and substantially in the form heretofore agreed and
otherwise in form and in substance satisfactory to the Representative and
counsel for the Underwriters.
(g) The Underwriters shall receive evidence satisfactory to them
that, on or before the Closing Date, UCC-1 financing statements have been
or are being filed in the office of the Secretary of State of the State of
Delaware, reflecting the interest of the Trustee in the Receivables and
the proceeds thereof.
(h) The Underwriters shall have received from Emmet, Marvin &
Martin, LLP, counsel to the Trustee, an opinion, dated the Closing
Date, to the effect that:
(i) The Trustee has been duly organized and is
validly existing as a banking corporation under the laws of
New York and has the corporate power and authority to
conduct business and affairs as a trustee.
(ii) The Trustee has the corporate power and
authority to perform the duties and obligations of trustee
under, and to accept the trust contemplated by, the Pooling
and Servicing Agreement, the Supplement and the Credit
Enhancement Agreement.
(iii) Each of the Pooling and Servicing Agreement,
the Supplement and the Credit Enhancement Agreement has been
duly authorized, executed, and delivered by the Trustee and
constitutes a legal, valid and binding obligation of the
Trustee enforceable against the Trustee in accordance with its
terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
<PAGE>
generally, general equitable principles (whether considered in
a proceeding in equity or at law).
(iv) The Certificates have been duly executed and
authenticated by the Trustee.
(v) Neither the execution nor the delivery by the
Trustee of the Pooling and Servicing Agreement, the Supplement
and the Credit Enhancement Agreement nor the consummation of
any of the transactions contemplated thereby require the
consent or approval of, the giving of notice to, the
registration with, or the taking of any other action with
respect to, any governmental authority or agency under any
existing federal or state law governing the banking or trust
powers of the Trustee.
(vi) The execution and delivery of the Pooling and
Servicing Agreement, the Supplement and the Credit Enhancement
Agreement by the Trustee and the performance by the Trustee of
their respective terms do not conflict with or result in a
violation of (x) any law or regulation of any governmental
authority or agency under any existing federal or state law
governing the banking or trust powers of the Trustee, or (y)
the Certificate of Incorporation or By-laws of the Trustee.
(i) The Underwriters shall be named as recipients or shall
have received reliance letters, if applicable, with respect to any
opinions delivered to the Bank by counsel of the Credit Enhancement
Provider, if any.
(j) The Underwriters shall have received evidence
satisfactory to them that the Certificates shall be rated in
accordance with the applicable Terms Agreement by the Rating
Agency.
(k) The Underwriters shall have received a certificate of a
Vice President or other proper officer of the Servicer, dated the
Closing Date, in which such officer, to the best of his or her
knowledge, shall state that the representations and warranties of the
Servicer in the Pooling and Servicing Agreement and the Supplement are
true and correct.
(l) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall
be reasonably satisfactory in form and substance to the Underwriters
and counsel for the Underwriters in all material respects and the
Underwriters and counsel for the Underwriters shall have received such
information, certificates and documents as the Underwriters or counsel
for the Underwriters may reasonably request.
If any of the conditions specified in this Section 7 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriters and their counsel, this
Agreement and all obligations of the Underwriters hereunder may be cancelled
at, or at any time prior to, the Closing Date by the Underwriters. Notice of
<PAGE>
such cancellation shall be given to the Bank in writing or by telephone or
facsimile confirmed in writing.
Section 8. Reimbursement of Underwriters' Expenses. If the
sale of the Certificates provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 7 (other
than the condition set forth in paragraph (b) of Section 7) is not satisfied,
or because of any refusal, inability or failure on the part of the Bank to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by the Underwriters, the Bank will reimburse the
Underwriters for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Certificates and upon demand the
Bank shall pay the full amount thereof to the Representative.
Section 9. Indemnification and Contribution. (a) The Bank
agrees to indemnify and hold harmless each Underwriter, each of the directors
thereof, each of the officers who are involved in the Offering and each person,
if any, who controls each Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or any other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement as
originally filed or in any amendment thereof, or in any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it in
connection with investigating or preparing to defend or defending any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that (i) the Bank will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in any of such documents in reliance upon and in
conformity with written information furnished to the Bank by or on behalf of
the Underwriters specifically for use therein, and (ii) such indemnity with
respect to any Preliminary Final Prospectus shall not inure to the benefit of
the Underwriter (or any person controlling any of the Underwriters) from whom
the person asserting any such loss, claim, damage or liability purchased the
Certificates which are the subject thereof if such person did not receive a
copy of the Final Prospectus (or the Final Prospectus as supplemented) at or
prior to the confirmation of the sale of such Certificates to such person in
any case where such delivery is required by the Act and the untrue statement or
omission of a material fact contained in such Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as supplemented).
This indemnity agreement will be in addition to any liability which the Bank
may otherwise have.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Bank, each of the directors thereof, each of
the officers who signs a Registration Statement, and each person who controls
the Bank within the meaning of the Act, to the same extent as the foregoing
indemnities from the Bank to the Underwriters, but only with reference to
written information furnished to the Bank by or on behalf of that Underwriter
<PAGE>
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 9 unless the indemnifying party is materially
prejudiced thereby. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to appoint counsel satisfactory to such
indemnified party to represent the indemnified party in such action; provided,
however, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to defend such action on behalf
of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to appoint
counsel to defend such action and approval by the indemnified party of such
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 9 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Underwriter being indemnified in the case of
paragraph (a) of this Section 9, representing the indemnified parties under
such paragraph (a) who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause
(i) or (iii).
(d) If recovery is not available or is insufficient under the
foregoing indemnification provisions of this Section 9, for any reason other
than as specified herein, the parties entitled to indemnification by the terms
hereof shall be entitled to contribution to liabilities and expenses, except to
the extent that contribution is not permitted under Section 11(f) of the Act.
In determining the amount of contribution to which the Bank and the
Underwriters are entitled, there shall be considered the relative benefits
received by each from the offering of the Certificates (taking into account the
total proceeds of the offering received by the Bank and the total underwriting
discounts and commissions received by the Underwriters), their relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission, and any other equitable considerations appropriate under the
circumstances. The Bank and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation. None of the Underwriters nor any person controlling such
<PAGE>
Underwriter shall be obligated to make contribution hereunder which in the
aggregate exceeds the total public offering price of the Certificates purchased
by such Underwriter under this Agreement, less the aggregate amount of any
damages which such Underwriter and its controlling persons have otherwise been
required to pay in respect of the same claim or any substantially similar
claim.
Section 10. Default by an Underwriter. (a) If, on the
Closing Date, any Underwriter or Underwriters default in the performance of its
or their obligations under this Agreement, the Representative may make
arrangements for the purchase of such Certificates by other persons
satisfactory to the Bank and the Representative, including any of the
Underwriters, but if no such arrangements are made by the Closing Date, then
each remaining non-defaulting Underwriter shall be severally obligated to
purchase the Certificates which the defaulting Underwriter or Underwriters
agreed but failed to purchase on the Closing Date in the respective proportions
which the principal amount of Certificates set forth opposite the name of each
remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears
to the aggregate principal amount of Certificates set forth opposite the names
of all the remaining non-defaulting Underwriters in Schedule I to the Terms
Agreement; provided, however, that the remaining non-defaulting Underwriters
shall not be obligated to purchase any of the Certificates on the Closing Date
if the aggregate principal amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such date exceeds
one-eleventh of the aggregate principal amount of the Certificates to be
purchased on the Closing Date, and any remaining non-defaulting Underwriter
shall not be obligated to purchase in total more than 110% of the principal
amount of the Certificates which it agreed to purchase on the Closing Date
pursuant to the terms of Section 2. If the foregoing maximums are exceeded and
the remaining Underwriters or other underwriters satisfactory to the
Representative and the Bank do not elect to purchase the Certificates which the
defaulting Underwriter or Underwriters agreed but failed to purchase, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Bank, except that the provisions of Section 11 shall not
terminate and shall remain in effect. As used in this Agreement, the term
"Underwriter" includes, for all purposes of this Agreement unless the context
otherwise requires, any party not listed in Schedule I to the Terms Agreement
who, pursuant to this Section 10, purchases Certificates which a defaulting
Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If
other Underwriters are obligated or agree to purchase the Certificates of a
defaulting Underwriter, either the Representative or the Bank may postpone the
Closing Date for up to seven full business days in order to effect any changes
that in the opinion of counsel for the Bank or counsel for the Underwriters may
be necessary in the Initial Registration Statement, the Additional Registration
Statement (if any), the Final Prospectus or in any other document or
arrangement, and the Bank agrees to file promptly any amendment or supplement
to the Registration Statements or the Final Prospectus that effects any such
changes.
Section 11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
<PAGE>
you or the Bank or any of the officers, directors or controlling persons
referred to in Section 9 hereof, and will survive delivery of and payment for
the Certificates. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be in
writing and, if sent to the Underwriters will be mailed, delivered or
telecopied and confirmed to them at 270 Park Avenue, New York, New York 10017,
Attention: David A. Howard Jr., Telecopy No: (212) 834-6564; if sent to the
Bank, will be mailed, delivered or telecopied and confirmed to them care of
Chase Manhattan Bank USA, National Association, at 802 Delaware Avenue,
Wilmington, Delaware, 19801, Telecopy No.: (302) 575-5467, Attention: Keith
Schuck, Vice President.
Section 13. Miscellaneous. This Agreement is to be governed
by, and construed in accordance with, the laws of the State of New York; it may
be executed in two or more counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
and the same instrument. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns and
the officers and directors and controlling persons referred to in Section 9
hereof, and no other person shall have any right or obligation hereunder. This
Agreement supersedes all prior agreements and understandings between the
parties relating to the subject matter hereof, other than those contained in
the Terms Agreement executed in connection herewith. Neither this Agreement
nor any term hereof may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought. The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
Section 14. Effectiveness. This Agreement shall become
effective upon execution and delivery of the applicable Terms Agreement.
<PAGE>
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and your
acceptance shall become a binding agreement among the Bank and the several
Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Keith Schuck
Name: Keith Schuck
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Chase Securities Inc.
As Representative of the
Underwriters named in Schedule I
to the Terms Agreement
By /s/ David A. Howard Jr.
Name: David A. Howard Jr.
Title: Managing Director
<PAGE>
EXHIBIT A
TO UNDERWRITING AGREEMENT
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1996-4
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1996-4
TERMS AGREEMENT
---------------
Dated: November 6, 1996
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated November 6, 1996
Series Designation: Series 1996-4
Underwriters:
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Certificates:
Initial Invested Interest Rate Price to
Class Amount or Formula Public (1)
- ----- ---------------- ------------- ----------
Class A $1,400,000,000 LIBOR + 0.13% 100%
Class B $116,666,000 LIBOR + 0.35% 100%
(1) Plus accrued interest at the applicable rate from November 14, 1996.
Distribution Dates: the 15th calendar day (or if such 15th day is not a
business day, the next succeeding business day) of each Month, commencing
December 16, 1996.
Certificate Ratings:
Class A: AAA by Standard & Poor's
Aaa by Moody's
Class B: A by Standard & Poor's
A2 by Moody's
<PAGE>
Credit Enhancement Provider: Union Bank of Switzerland
Trustee: The Bank of New York
Pooling and Servicing Agreement: The Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996, between Chase Manhattan
Bank USA, National Association, as Transferor, The Chase Manhattan Bank, as
Servicer, and The Bank of New York, as Trustee, on behalf of the
Certificateholders of Chase Credit Card Master Trust.
Supplement: Series 1996-4 Supplement, dated as of November 14, 1996, between
Chase Manhattan Bank USA, National Association, as Transferor, The Chase
Manhattan Bank, as Servicer, and The Bank of New York, as Trustee, on behalf of
the Series 1996-4 Certificateholders
Purchase Price:
The purchase price payable by the Underwriters for the
Certificates covered by this Agreement will be the following percentage of the
principal amounts to be issued:
Per Class A Certificate: 99.6%
Per Class B Certificate: 99.575%
Registration Statement: Registration No. 333-04607
Underwriting Commissions, Concessions and Discounts:
The Underwriters' discounts and commissions, the concessions
that the Underwriters may allow to certain dealers, and the discounts that such
dealers may reallow to certain other dealers, each expressed as a percentage of
the principal amount of the Class A and Class B Certificates, shall be as
follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
----- --------------- ----------- -----------
Class A 0.400% 0.275% 0.125%
Class B 0.425% 0.300% 0.125%
Closing Date: November 14, 1996, 10:00 a.m., New York Time
Location of Closing: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
York, New York 10017
Payment for the Certificates: Wire transfer of same day funds
Blue Sky Fees: Up to $25,000
<PAGE>
Opinion Modifications: None
Other securities being offered concurrently: None.
The Underwriters agree, severally and not jointly, subject to
the terms and provisions of the above referenced Underwriting Agreement which
is incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Series of Certificates set
forth opposite their names on Schedule I hereto.
Chase Securities Inc.
As Representative of the
Underwriters named in
Schedule I hereto.
By: /s/ David A. Howard Jr.
Name: David A. Howard Jr.
Title: Managing Director
Accepted:
Chase Manhattan Bank USA, National Association
By: /s/ Keith Schuck
Name: Keith Schuck
Title: Vice President
<PAGE>
SCHEDULE I
TO EXHIBIT A TO UNDERWRITING AGREEMENT
UNDERWRITERS
$1,400,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1996-4
Principal Amount
----------------
Chase Securities Inc. 233,335,000
First Chicago Capital Markets, Inc. 233,333,000
Lehman Brothers Inc. 233,333,000
Morgan Stanley & Co. Incorporated 233,333,000
Salomon Brothers Inc 233,333,000
UBS Securities LLC 233,333,000
Total $1,400,000,000
$116,666,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 1996-4
Principal Amount
----------------
Chase Securities Inc. $116,666,000
EXHIBIT 4.3
- ------------------------------------------------------------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1996-4 Certificateholders
- ------------------------------------------------------------------------------
Series 1996-4 SUPPLEMENT
Dated as of November 14, 1996
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
- ------------------------------------------------------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 1996-4
- ------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. Designation . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3. Servicing Compensation and Assignment of Interchange . . . 16
SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . . . 18
SECTION 5. Delivery and Payment for the Investor Certificates . . . . 18
SECTION 6. Depository; Form of Delivery of Investor Certificates . . . 18
SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . . . 18
SECTION 4.4 Rights of Certificateholders. . . . . . . . . . . . . 22
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.6 Determination of Monthly Interest . . . . . . . . . . 26
SECTION 4.7 Determination of Monthly Principal. . . . . . . . . . 28
SECTION 4.8 Coverage of Required Amount . . . . . . . . . . . . . 29
SECTION 4.9 Monthly Payments. . . . . . . . . . . . . . . . . . . 30
SECTION 4.10 Investor Charge-Offs. . . . . . . . . . . . . . . . . 34
SECTION 4.11 Excess Spread . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.12 Reallocated Principal Collections . . . . . . . . . . 37
SECTION 4.13 Shared Principal Collections. . . . . . . . . . . . . 38
SECTION 4.14 Principal Funding Account . . . . . . . . . . . . . . 39
SECTION 4.15 Reserve Account . . . . . . . . . . . . . . . . . . . 40
SECTION 4.16 Determination of LIBOR. . . . . . . . . . . . . . . . 42
SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment . . . . . . . . . . . . . . . . 43
SECTION 8. Article V of the Agreement . . . . . . . . . . . . . . . . . 35
SECTION 5.1 Distributions . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.2 Monthly Series 1996-4 Certificateholders'
Statement . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9. Series 1996-4 Pay Out Events . . . . . . . . . . . . . . . 37
SECTION 10. Issuance of Additional Certificates . . . . . . . . . . . . . 39
SECTION 11. Series 1996-4 Termination . . . . . . . . . . . . . . . . . 39
SECTION 12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 14. No Petition . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 15. Tax Representation and Covenant . . . . . . . . . . . . . . 40
SECTION 16. Amendment to Agreement . . . . . . . . . . . . . . . . . . 40
<PAGE>
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 Series 1996-4 Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
<PAGE>
Series 1996-4 SUPPLEMENT, dated as of November 14, 1996 (this "Series
Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("Chase USA"), as Transferor on and after June 1, 1996, THE CHASE MANHATTAN
BANK, as Transferor prior to June 1, 1996 and as Servicer, and THE BANK OF NEW
YORK, as Trustee under the Second Amended Pooling and Servicing Agreement dated
as of September 1, 1996 between Chase USA, the Servicer and the Trustee (as may
be amended, modified or supplemented from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that the
Transferor 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 delivery by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby created a Series of
Investor Certificates to be issued in two classes pursuant to the Agreement and
this Series Supplement and to be known together as the "Series 1996-4
Certificates." The two classes shall be designated the Class A Floating Rate
Asset Backed Certificates, Series 1996-4 (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates, Series 1996-4 (the "Class B
Certificates"). The Class A Certificates and the Class B Certificates shall be
substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In
addition, there is hereby created a third Class of an uncertificated interest
in the Trust which shall be deemed to be an "Investor Certificate" for all
purposes under the Agreement and this Series Supplement, except as expressly
provided herein, and which shall be known as the Collateral Interest, Series
1996-4 (the "Collateral Interest").
(b) Series 1996-4 shall be included in Group One (as defined below).
Series 1996-4 shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of 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, (i) the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and
surrender of Registered Certificates shall not be applicable to the Collateral
Interest, (ii) the Opinion of Counsel specified in clause (d) of the sixth
sentence of Section 6.9(b) of the Agreement shall not be required with respect
to the Collateral Interest and (iii) the Tax Opinion specified in clause (e) of
the sixth sentence of Section 6.9(b) of the Agreement shall address the effect
of the issuance of the Collateral Interest but parts (a) and (c) of any such
Tax Opinion shall not address, or be required to address, any tax consequences
that shall result to any Collateral Interest Holder.
SECTION 2. Definitions.
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 Article,
Section or subsection references herein shall mean Articles, Sections or
<PAGE>
subsections of the Agreement, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in the Agreement.
Each capitalized term defined herein shall relate only to the Investor
Certificates and no other Series of Certificates issued by the Trust.
"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, 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 (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 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 4.9(i).
"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 4.9(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.
"Additional Certificate Date" shall have the meaning assigned such
term in subsection 10(a).
"Additional Certificates" shall have the meaning assigned such term
in subsection 10(a).
"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.
"Aggregate Investor Default Amount" shall mean, with respect to any
Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Available Investor Principal Collections" shall mean with respect to
any Monthly Period, an amount equal to (a) the Investor Principal Collections
for such Monthly Period, minus (b) the amount of Reallocated Collateral
Principal Collections and Reallocated Class B Principal Collections with
respect to such Monthly Period which pursuant to Section 4.12 are required to
fund the Class A Required Amount and the Class B Required Amount, plus (c) the
amount of Shared Principal Collections that are allocated to Series 1996-4 in
accordance with subsection 4.13(b).
"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
<PAGE>
giving effect to any deposit made or to be made pursuant to subsection 4.11(i)
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, each for the related Interest Period, and the
Investor Servicing Fee with respect to such Monthly Period and the denominator
of which is the Investor Interest as of the close of business on the last day
of such Monthly Period.
"Class A Additional Interest" shall have the meaning specified in
Section 4.6(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 Allocation of
the Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer Interchange,
(b) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.14(b),
if any, with respect to the related Transfer Date and (c) the Reserve Draw
Amount (up to the Available Reserve Draw Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and 4.15(d) which will
be deposited into the Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean from the Closing Date through
December 15, 1996 and with respect to each Interest Period thereafter, a per
annum rate equal to 0.13% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"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 of the certificates executed by
the Transferor and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any Monthly
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Class A Investor 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.
<PAGE>
"Class A Floating Allocation" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the 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 the
close of business on such day; provided, however, that, with respect to the
first Monthly Period, the Class A Floating Allocation 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 the
aggregate initial principal amount of the Class A Certificates, which is
$1,400,000,000.
"Class A Investor Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class A
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class A Fixed
Allocation.
"Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class A Floating
Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any date of determination,
an amount equal to (a) the Class A Initial Investor Interest, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders prior
to such date and minus (c) the excess, if any, of the aggregate amount of Class
A Investor Charge-Offs pursuant to subsection 4.10(a) over Class A Investor
Charge-Offs reimbursed pursuant to subsection 4.11(b) prior to such date of
determination; provided, however, that the Class A Investor Interest may not be
reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the November 2003
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
<PAGE>
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Allocation of the Collections
of Finance Charge Receivables and allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly Period (or to be
deposited in the Finance Charge Account on the related Transfer Date with
respect to the preceding Monthly Period pursuant to the third paragraph of
subsection 4.3(a) of the Agreement and subsection 3(b) of this Series
Supplement), excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
"Class B Certificate Rate" shall mean from the Closing Date through
December 15, 1996 and with respect to each Interest Period thereafter, a per
annum rate equal to 0.35% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"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 of the certificates executed by
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified in
subsection 4.6(b).
"Class B Fixed Allocation" shall mean, with respect to any Monthly
Period following 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 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.
"Class B Floating Allocation" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the 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 Allocation 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 the aggregate initial
principal amount of the Class B Certificates, which is $116,666,000.
"Class B Investor Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class B Fixed
Allocation.
<PAGE>
"Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class B Floating
Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
an amount equal to (a) the Class B Initial Investor Interest, minus (b) the
aggregate amount of principal payments made to Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs
for all prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the
amount of the Reallocated Class B Principal Collections allocated pursuant to
subsection 4.12(a) on all prior Transfer Dates for which the Collateral
Interest has not been reduced, 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 subsection 4.10(a) and plus (f) the aggregate amount of Excess
Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(d), for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
"Class B Required Amount" shall have the meaning specified in
subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the December 2003
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean November 14, 1996.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Collateral Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Collateral
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Collateral
Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Collateral Floating Allocation of the
Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
<PAGE>
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Collateral Floating
Allocation applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean, with respect to any Monthly
Period following 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 Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Collateral 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 Allocation 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 the aggregate initial
principal amount of the Collateral Interest, which is $150,000,666.67.
"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 4.10(c), minus (d) the amount of
Reallocated Principal Collections allocated pursuant to subsections 4.12(a) and
(b) 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 4.10(a) and (b), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(h), for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided further, 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 Servicing Fee" shall have the meaning specified
in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly interest
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.6(c).
<PAGE>
"Collateral Monthly Principal" shall mean the monthly principal
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.7(c).
"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, $116,666,666.67; provided, however, that if
the Accumulation Period Length is determined to be less than 12 months pursuant
to subsection 4.9(i), the Controlled Accumulation Amount for each Transfer Date
with respect to the Controlled Accumulation Period prior to the payment in full
of the Class A 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 Class B Investor 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 October 31, 2002 or such later date as is determined in accordance
with subsection 4.9(i) 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.
"Covered Amount" shall mean, as of the Transfer Date with respect to
any Interest Period, an amount equal to the product of (a) (i) a fraction, the
numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class A Certificate Rate in effect
with respect to such Interest Period, 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).
"Credit Enhancement" shall mean (a) with respect to the Class A
Certificates, the subordination of the Class B Certificates and the Collateral
Interest, and (b) with respect to the Class B Certificates, the subordination
of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral Interest
Holder.
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of determination,
the excess of the Monthly Principal Payment for the Monthly Period relating to
such date over the month to date amount of Collections processed in respect of
Principal Receivables for such Monthly Period allocable to investor
<PAGE>
certificates of all outstanding Series, not subject to reallocation, which are
on deposit or to be deposited in the Principal Account on such date.
"Deficiency Amount" shall mean, at any time of determination, the sum
of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean December 16, 1996 and the fifteenth
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"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 Transfer Date, the
sum of the amounts with respect to such Transfer Date, if any, specified
pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Finance Charge Shortfall" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to the
subsections 4.11(a) through (i) over Excess Spread.
"Fitch" shall mean Fitch Investors Service, L.P. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of (i) the
aggregate amount of Principal Receivables in the Trust determined as of the
close of business on the last day of the prior Monthly Period and (ii) the
Excess Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the Investor
Percentages (as such term is defined in the Agreement) for allocations with
respect to Principal Receivables for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in
which an Addition Date occurs or in which a Removal Date occurs, the amount
determined pursuant to clause (a)(i) hereof shall be the sum of (A) the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (B) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related Addition
Date or Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the Adjusted Investor Interest as of the close of business on the last day
of the prior Monthly Period (or with respect to the first Monthly Period, the
Initial Investor Interest) and the denominator of which is the greater of (a)
the sum of (i) the aggregate amount of Principal Receivables as of the close of
business on the last day of the prior Monthly Period (or with respect to the
first calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables in the Trust as of the close of business on the day
<PAGE>
immediately preceding the Closing Date, and with respect to the second calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first calendar
month in the first Monthly Period) and (ii) the Excess Funding Amount as of the
close of business on such last day of the prior Monthly Period and (b) the sum
of the numerators used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which a
Removal Date occurs, the amount determined pursuant to clause (a)(i) hereof
shall be the sum of (A) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the last day of the prior Monthly Period
for the period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (B) the aggregate
amount of Principal Receivables in the Trust as of the beginning of the day on
the related Addition Date or Removal Date after adjusting for the aggregate
amount of Principal Receivables added to or removed from the Trust on the
related Addition Date or Removal Date, for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period.
"Group One" shall mean Series 1996-4 and each other Series specified
in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $1,666,666,666.67; provided,
however, that following the issuance of any Additional Certificates pursuant to
Section 10 hereof "Initial Investor Interest" shall mean the sum of
$1,666,666,666.67 and the initial investor interest of such Additional
Certificates.
"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the previous Distribution Date through the day
preceding such Distribution Date, except that the initial Interest Period shall
be the period from and including the Closing Date through the day preceding the
initial Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to the Class
A Certificates, the holder of record of a Class A Certificate, (b) with respect
to the Class B Certificates, the holder of record of a Class B Certificate and
(c) with respect to the Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates, the
Class B Certificates and the Collateral Interest.
"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 Floating Investor Percentage on the day such Account became
a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
amount equal to the sum of (a) the Class A Investor Interest, (b) the Class B
Investor Interest and (c) the Collateral Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Finance Charge Receivables and Default Amounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
<PAGE>
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or the Rapid Amortization Period, the Fixed Investor
Percentage.
"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
(iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in each case, as
applicable to such Monthly Period and (b) the aggregate amount to be treated as
Investor Principal Collections pursuant to subsections 4.9(a)(iii) and 4.11(a),
(b), (c), (d), (g) and (h) for such Monthly Period (other than such amount paid
from Reallocated Principal Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"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
4.16.
"LIBOR Determination Date" shall mean November 12, 1996 for the
period from the Closing Date through December 15, 1996, and the second London
Business Day prior to the commencement of the second and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement among the Transferor, the
Servicer, the Trustee, and the Collateral Interest Holder, dated as of the
Closing Date, 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 Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Investor Certificates
shall begin on and include the Closing Date and shall end on and include
November 30, 1996.
"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (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, the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled Amortization
Period (as such terms are defined in the related Supplements for all Series),
(b) the Controlled Deposit Amount for the related Transfer Date for any Series
in its Accumulation Period, other than its Rapid Accumulation Period, if
applicable (as such terms are defined in the related Supplements for all
Series), (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 its Principal Amortization Period or Rapid Amortization
Period (as such terms are defined in the related Supplements for all Series),
(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 its Rapid Accumulation
<PAGE>
Period (as such terms are defined in the related Supplements for all Series),
(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.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Pay Out Commencement Date" shall mean the date on which a Trust Pay
Out Event is deemed to occur pursuant to Section 9.1 or a Series 1996-4 Pay Out
Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
Date, the average of the percentages obtained for each of 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 any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period,(b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and (d), each deposited
into the Finance Charge Account on the Transfer Date relating to such Monthly
Period, such sum to be calculated on a cash basis after subtracting the
Aggregate Investor Default Amount for such Monthly Period, and the denominator
of which is the Investor Interest as of the close of business on the last day
of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.14(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.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 1996-4 Termination Date and (b) the termination of the Trust
pursuant to Section 12.1.
"Rating Agency" shall mean Moody's, Standard & Poor's and Fitch.
<PAGE>
"Reallocated Class B Principal Collections" shall mean, with respect
to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsection 4.12(a) in an amount not to exceed the product of
(a) the Class B Investor Allocation with respect to the Monthly Period relating
to such Transfer Date and (b) the Investor 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; provided however, that such amount shall not exceed 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, Collections of Principal Receivables applied in
accordance with subsections 4.12(a) and (b) in an amount not to exceed the
product of (a) the Collateral Allocation with respect to the Monthly Period
relating to such Transfer Date and (b) the Investor 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; provided however, that such amount shall not
exceed the Collateral Interest after giving effect to any Collateral Charge-
Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"Reference Banks" shall mean 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,
$150,000,666.67 and (b) on any Transfer Date thereafter, 9.0% of the sum of the
Class A Adjusted Investor Interest, the Class B Investor Interest and the
Collateral Interest on such Transfer Date, after taking into account deposits
into the Principal Funding Account on such Transfer Date and payments to be
made on the related Distribution Date, and the Collateral Interest on the prior
Transfer Date, after any adjustments to be made on such date, but not less than
$50,000,000; provided, however, that (x) 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, (y) in no event shall the Required Collateral
Interest exceed the sum of the outstanding principal amounts of (i) the Class A
Certificates and (ii) the Class B Certificates, each as of the last day of the
Monthly Period preceding such Transfer Date after taking into account the
payments to be made on the related Distribution Date and (z) the Required
Collateral Interest may be reduced at the Transferor's option at any time if
the Transferor, the Servicer, the Collateral Interest Holder and the Trustee
have been provided evidence that the Rating Agency Condition shall have been
satisfied with respect to such reduction.
<PAGE>
"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 Transferor; provided, however, that if
such designation is of a lesser amount, the Transferor 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
Transferor, 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
4.15(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).
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Series 1996-4" shall mean the Series of the Chase Credit Card Master
Trust represented by the Investor Certificates.
"Series 1996-4 Certificateholders" shall mean the holder of record of
a Series 1996-4 Certificate.
"Series 1996-4 Certificates" shall mean the Class A Certificates and
the Class B Certificates.
"Series 1996-4 Pay Out Event" shall have the meaning specified in
Section 9 hereof.
<PAGE>
"Series 1996-4 Termination Date" shall mean the earliest to occur of
(a) the Distribution Date on which the Investor Interest is paid in full, (b)
the July 2006 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any Transfer
Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating
to the Controlled Accumulation Period, the sum of (A) the Controlled Deposit
Amount for such Transfer Date, and (B) the excess, if any, of the Collateral
Interest for such Transfer Date over the Required Collateral Interest for such
Transfer Date and (ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Adjusted Investor Interest over (b) the Investor
Principal Collections minus the Reallocated Principal Collections for such
Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with respect
to any Distribution Date, as the context requires, either (x) the amount
described in subsection 4.11(k) allocated to the Series 1996-4 Certificates but
available to cover shortfalls in amounts paid from Collections of Finance
Charge Receivables for other Series, if any or (y) the aggregate amount of
Collections of Finance Charge Receivables allocable to other Series in excess
of the amounts necessary to make required payments with respect to such Series,
if any, and available to cover shortfalls with respect to the Series 1996-4
Certificates.
"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the amounts
allocated to the investor certificates of other Series which the applicable
Supplements for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the Series Principal Shortfall
with respect to the Investor Certificates.
"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).
"Unallocated Principal Collections" shall have the meaning specified
in subsection 4.5(d).
SECTION 3. Servicing Compensation and Assignment of Interchange.
(a) The share of the Servicing Fee allocable to Series 1996-4 with respect to
any Transfer Date (the "Investor Servicing Fee") shall be equal to one-twelfth
of the product of (i) the Series Servicing Fee Percentage and (ii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer Date,
the Investor Servicing Fee shall be equal to the product of (i) a fraction, the
<PAGE>
numerator of which is the number of days from and including the Closing Date to
and including the last day of the November Monthly Period and the denominator
of which is 360, (ii) 2.0% and (iii) the Investor Interest on the Closing Date.
On each Transfer Date a portion of Interchange with respect to the related
Monthly Period that is on deposit in the Finance Charge Account shall be
withdrawn from the Finance Charge Account and paid to the Servicer in payment
of a portion of the Investor Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in the
Finance Charge Account on any Transfer Date with respect to the related Monthly
Period be less than one-twelfth of 1.00% of the Adjusted Investor Interest as
of the last day of such Monthly Period, the Investor Servicing Fee with respect
to such Monthly Period will not be paid to the extent of such insufficiency of
Servicer Interchange on deposit in the Finance Charge Account. The share of
the Investor Servicing Fee allocable to the Class A Investor Interest with
respect to any Transfer Date (the "Class A Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Class A Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Class A Servicing Fee shall be
equal to the product of (i) the Class A Floating Allocation, (ii) a fraction,
the numerator of which is the number of days from and including the Closing
Date to and including the last day of the November Monthly Period and the
denominator of which is 360, (iii) the Net Servicing Fee Rate and (iv) the
Investor Interest on the Closing Date. The share of the Investor Servicing Fee
allocable to the Class B Investor Interest with respect to any Transfer Date
(the "Class B Servicing Fee") shall be equal to one-twelfth of the product of
(i) the Class B Floating Allocation, (ii) the Net Servicing Fee Rate and (iii)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Class B Servicing Fee shall be equal to the product of (i)
the Class B Floating Allocation, (ii) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the November Monthly Period and the denominator of which is 360, (iii)
the Net Servicing Fee Rate and (iv) the Investor Interest on the Closing Date.
The share of the Investor Servicing Fee allocable to the Collateral Interest
with respect to any Transfer Date (the "Collateral Interest Servicing Fee")
shall be equal to one-twelfth of the product of (i) the Collateral Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the Collateral
Interest Servicing Fee shall be equal to the product of (i) the Class C
Floating Allocation, (ii) a fraction, the numerator of which is the number of
days from and including the Closing Date to and including the last day of the
November Monthly Period and the denominator of which is 360, (iii) the Net
Servicing Fee Rate and (iv) the Investor Interest on the Closing Date. Except
as specifically provided above, the Servicing Fee shall be paid by the cash
flows from the Trust allocated to the Transferor or the certificateholders of
other Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee or the Investor Certificateholders be liable therefor. The
Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(a)(ii) and 4.11(a). The Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect thereof
pursuant to subsections 4.9(b)(ii) and 4.11(c). The Collateral Interest
Servicing Fee shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to subsection 4.11(f) or, if
applicable, subsection 4.9(c)(i).
<PAGE>
(b) On or before each Transfer Date, the Transferor shall notify the
Servicer of the amount of Interchange to be included as Collections of Finance
Charge Receivables and allocable to the Investor Certificateholders with
respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product of
(i) the aggregate amount of Interchange with respect to such Monthly Period and
(ii) the Investor Percentage with respect to Finance Charge Receivables for
such Monthly Period. On each Transfer Date, the Transferor shall pay to the
Servicer, and the Servicer shall deposit into the Finance Charge Account, in
immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Transferor at its option, in
accordance with the terms specified in subsection 12.2(a), 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 include the
amount, if any, on deposit in the Principal Funding Account and will be equal
to the sum of (a) the Investor Interest and (b) accrued and unpaid interest on
the Investor Certificates through the day preceding the Distribution Date on
which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates. The
Transferor shall execute and deliver the Series 1996-4 Certificates to the
Trustee for authentication in accordance with Section 6.1. The Trustee shall
deliver such Certificates when authenticated in accordance with Section 6.2.
SECTION 6. Depository; Form of Delivery of Investor Certificates.
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.1 and 6.10.
(b) The Depository for Series 1996-4 shall be The Depository Trust
Company, and the Class A Certificates and Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 shall
be read in their entirety as provided in the Agreement. Article IV (except for
Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety as follows and
shall be applicable only to the Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral Interest
Holder. The Investor Certificates shall represent 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 Floating Investor
Percentage and Fixed Investor Percentage (as applicable from time to time) of
Collections received with respect to the Receivables and (b) funds on deposit
in the Collection Account, the Finance Charge Account, the Excess Funding
Account, the Principal Account, the Principal Funding Account, the Reserve
<PAGE>
Account and the Distribution Account. The Collateral Interest shall be
subordinate to the Class A Certificates and the Class B Certificates. The
Class B Certificates shall be subordinate to the Class A Certificates. The
Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess Funding
Account, the Principal Funding Account, the Reserve Account or the Distribution
Account, except as specifically provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Transferor Certificate and pay or
deposit from the Collection Account the following amounts as set forth below:
(i) Deposit into 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 to be
applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of such
Collections, (B) the Investor Percentage on the Date of Processing of such
Collections and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing to be applied
first in accordance with Section 4.12 and then in accordance with
subsection 4.9(d).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of Processing
of such Collections, (B) the Investor Percentage on the Date of Processing
of such Collections and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing to be
applied first in accordance with Section 4.12 and then in accordance with
subsection 4.9(d).
(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing
of such Collections, (2) the Investor Percentage on the Date of Processing
of such Collections and (3) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause
(A) above; provided, however, that the amount to be paid to the Holder of
the Transferor Certificate pursuant to this subsection 4.5(a)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (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 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
<PAGE>
(b) 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,
allocate to the Investor Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Deposit into 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 to be
applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of such
Collections, (B) the Investor Percentage on the Date of Processing of such
Collections and (C) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing to be applied
first in accordance with Section 4.12 and then in accordance with
subsection 4.9(e).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of Processing
of such Collections, (B) the Investor Percentage on the Date of Processing
of such Collections and (C) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing to be
applied first in accordance with Section 4.12 and then in accordance with
subsection 4.9(e).
(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing
of such Collections, (2) the Investor Percentage on the Date of Processing
of such Collections and (3) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause
(A) above; provided, however, that the amount to be paid to the Holder of
the Transferor Certificate pursuant to this subsection 4.5(b)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (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 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(c) 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, allocate to
the Investor Certificateholders and pay or deposit from the Collection Account
the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (E) the aggregate amount of Collections processed in
<PAGE>
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(c)(ii)(A) shall not exceed the sum of the Investor
Interest as of the close of business on the last day of the prior Monthly
Period (after taking into account any payments to be made on the
Distribution Date relating to such prior Monthly Period and deposits and
any adjustments to be made to the Investor Interest to be made on the
Transfer Date relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in which such deposit
is made and (B) pay to the Holder of the Transferor Certificate an amount
equal to the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.5(c)(ii)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (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 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(d) Limitation on Required Deposits. With respect to the Investor
Certificates, and notwithstanding anything in the Agreement or this Series
Supplement to the contrary, whether or not the Servicer is required to make
monthly or daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.5(a), 4.5(b) and
4.5(c), with respect to any Monthly Period (i) the Servicer will only be
required to deposit Collections from the Collection Account into the Finance
Charge Account or the Principal Account in an amount equal to the lesser of (x)
the amount required to be deposited into any such deposit account pursuant to
subsection 4.5(a), 4.5(b) or 4.5(c) and (y) the amount required to be
distributed on or prior to the related Distribution Date to the Investor
Certificateholders and (ii) if at any time prior to such Distribution Date the
amount of Collections deposited in the Collection Account exceeds the amount
required to be deposited pursuant to clause (i) above, the Servicer will be
permitted to withdraw the excess from the Collection Account. To the extent
that, in accordance with this subsection 4.5(d), the Servicer has retained
amounts which would otherwise be required to be deposited in the Finance Charge
Account or the Principal Account with respect to any Monthly Period, the
Servicer shall be required to deposit such amounts in the Finance Charge
Account or the Principal Account on the related Transfer Date to the extent
necessary to make required distributions to the Investor Certificateholders on
the related Distribution Date, including any amounts which are required to be
applied as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and (ii)
be making deposits to the Principal Account and Finance Charge Account on a
monthly basis, all requirements herein to deposit amounts on a daily basis
shall be deemed to be satisfied to the extent that the required monthly deposit
is made and all references to amounts on deposit in such accounts shall be
<PAGE>
deemed to include amounts which would otherwise have been deposited therein on
a daily basis.
SECTION 4.6 Determination of Monthly Interest.
(a) The amount of monthly interest distributable to the Class A
Certificates 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 in
effect with respect to the related Interest Period, and (ii) the outstanding
principal balance of the Class A Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date (after
giving effect to all of the transactions occurring on such date) (the "Class A
Monthly Interest"); provided, however, that in addition to Class A Monthly
Interest an amount equal to the amount of any unpaid Class A Deficiency
Amounts, as defined below, plus an amount equal to the product of (A) (1) 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 (2) the sum of the
Class A Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class A Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A Additional
Interest") shall also be distributable to the Class A Certificates, and on such
Transfer Date the Trustee shall deposit such funds, to the extent available,
into the Distribution Account. The "Class A Deficiency Amount" for any
Transfer Date shall be equal to the excess, if any, of the aggregate amount
accrued pursuant to this subsection 4.6(a) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment of such
amount.
(b) The amount of monthly interest distributable to the Class B
Certificates 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 in
effect with respect to the related Interest Period, and (ii) the outstanding
principal balance of the Class B Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date (after
giving effect to all of the transactions occurring on such date) (the "Class B
Monthly Interest"); provided, however, that in addition to the Class B Monthly
Interest an amount equal to the amount of any unpaid Class B Deficiency
Amounts, as defined below, plus an amount equal to the product of (A) (1) 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 (2) the sum of the
Class B Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class B Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class B Certificateholders) (the "Class B Additional
Interest") shall also be distributable to the Class B Certificates, and on such
Transfer Date the Trustee shall deposit such funds, to the extent available,
into the Distribution Account. The "Class B Deficiency Amount" for any
Transfer Date shall be equal to the excess, if any, of the aggregate amount
accrued pursuant to this subsection 4.6(b) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment of such
amount.
(c) The amount of monthly interest distributable to the Collateral
Interest, which shall be an amount equal to the product of (i)(A) a fraction,
<PAGE>
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, and (ii) the Collateral
Interest determined as of the close of business on the Distribution Date
preceding the related Transfer Date (after giving effect to all of the
transactions occurring on such date) (the "Collateral Monthly Interest");
provided, however, that for the purposes of determining Collateral Monthly
Interest only, the Collateral Rate shall not exceed a per annum rate of 1% in
excess of LIBOR as determined on the related LIBOR Determination Date.
SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the Principal
Account with respect to the Class A Certificates on each Transfer Date ("Class
A Monthly Principal"), beginning with the Transfer Date in the month following
the month in which the Controlled Accumulation Period or, if earlier, the Rapid
Amortization Period, begins, shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Class A Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A Adjusted
Investor Interest on such Transfer Date prior to any deposit into the Principal
Funding Account to be made on such day.
(b) The amount of monthly principal distributable from the Principal
Account with respect to the Class B Certificates on each Transfer Date (the
"Class B Monthly Principal"), for the Controlled Accumulation Period, beginning
with the Transfer Date following the Monthly Period in which the Class A
Investor Interest has been paid in full, and during the Rapid Amortization
Period, beginning with the Transfer Date immediately preceding the Distribution
Date on which the Class A Investor Interest has been paid in full, shall be an
amount equal to the lesser of (i) the Available Investor Principal Collections
on deposit in the Principal Account with respect to such Transfer Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal on such Transfer Date) and (ii) the Class B Investor Interest
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account 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 (z) 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
4.10 and 4.12) over the Required Collateral Interest on such Transfer Date and
(2) the Available Investor 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 4.10 and 4.12) over the Required Collateral Interest
on such Transfer Date and (2) the excess, if any, of (i) the Available Investor
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 4.8 Coverage of Required Amount. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "Class A Required
<PAGE>
Amount"), if any, by which the sum of (i) the Class A Monthly Interest for such
Transfer Date, plus (ii) the Class A Deficiency Amount, if any, for such
Transfer Date, plus (iii) the Class A Additional Interest, if any, for such
Transfer Date, plus (iv) the Class A Servicing Fee for the prior Monthly Period
plus (v) the Class A Servicing Fee, if any, due but not paid on any prior
Transfer Date, plus (vi) the Class A Investor Default Amount, if any, for the
prior Monthly Period, exceeds the Class A Available Funds for the related
Monthly Period.
(b) On or before each Transfer Date, the Servicer shall also
determine the amount (the "Class B Required Amount"), if any, equal to the sum
of (i) the amount, if any, by which the sum of (A) the Class B Monthly Interest
for such Transfer Date, plus (B) the Class B Deficiency Amount, if any, for
such Transfer Date plus (C) the Class B Additional Interest, if any, for such
Transfer Date, plus (D) the Class B Servicing Fee for the prior Monthly Period
plus (E) the Class B Servicing Fee, if any, due but not paid on any prior
Transfer Date, exceeds the Class B Available Funds for the related Monthly
Period plus (ii) the Class B Investor Default Amount, if any, for the prior
Monthly Period.
(c) In the event that the sum of the Class A Required Amount and 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 A
Required Amount or Class B Required Amount on or before such Transfer Date. In
the event that the Class A Required Amount for such Transfer Date is greater
than zero, all or a portion of the Excess Spread and Shared Excess Finance
Charge Collections allocable to Series 1996-4 with respect to such Transfer
Date in an amount equal to the Class A Required Amount, to the extent
available, for such Transfer Date shall be distributed from the Finance Charge
Account on such Transfer Date pursuant to subsection 4.11(a). In the event
that the Class A Required Amount for such Transfer Date exceeds the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
1996-4 with respect to such Transfer Date, the Collections of Principal
Receivables allocable to the Collateral Interest and the Collections of
Principal Receivables allocable to the Class B Certificates with respect to the
prior Monthly Period shall be applied as specified in Section 4.12. In the
event that the Class B Required Amount for such Transfer Date exceeds the
amount of Excess Spread and Shared Excess Finance Charge Collections allocable
to Series 1996-4 available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable to the
Collateral Interest (after application to the Class A Required Amount) shall be
applied as specified in Section 4.12; provided, however, that the sum of any
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and Class B Required Amount.
SECTION 4.9 Monthly Payments. 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 and the Trustee,
acting in accordance with such instructions, shall withdraw on such Transfer
Date or the related Distribution Date, as applicable, to the extent of
available funds, the amounts required to be withdrawn from the Finance Charge
Account, the Principal Account, the Principal Funding Account and the
Distribution Account as follows:
(a) An amount equal to the Class A Available Funds deposited into the
Finance Charge Account for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:
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(i) an amount equal to Class A Monthly Interest for such Transfer
Date, plus the amount of any Class A Deficiency Amount for such Transfer
Date, plus the amount of any Class A Additional Interest for such Transfer
Date, shall be deposited by the Servicer or the Trustee into the
Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such Transfer
Date plus the amount of any Class A Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount, if
any, for the preceding Monthly Period shall be treated as a portion of
Investor Principal Collections and deposited into the Principal Account on
such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited into the
Finance Charge Account for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Transfer Date, plus the amount of any Class B Deficiency Amount for such
Transfer Date, plus the amount of any Class B Additional Interest for such
Transfer Date, shall be deposited by the Servicer or the Trustee into the
Distribution Account;
(ii) an amount equal to the Class B Servicing Fee for such Transfer
Date, plus the amount of any Class B Servicing Fee due but not paid to the
Servicer on any prior Transfer Date for such Transfer Date shall be
distributed to the
Servicer; and
(iii) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(c) An amount equal to the Collateral Available Funds deposited into
the Finance Charge Account for the related Monthly Period shall be distributed
on each Transfer Date in the following priority:
(i) if none of the Transferor, an Affiliate thereof or the Trustee
is the 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; and
(ii) the balance, if any, shall constitute Excess Spread and shall
be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in the
following priority:
<PAGE>
(i) an amount equal to the Collateral Monthly Principal for such
Transfer Date shall be distributed to the Collateral Interest Holder in
accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(d)(i) above and the denominator of which is equal to the
sum of the Available Investor Principal Collections available for sharing
as specified in the related Supplement for each Series and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor Principal
Collections, shall remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series other than this Series 1996-4;
and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.9(d)(i) and (ii) above shall be
paid to the Holder of the Transferor Certificate; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate pursuant
to this subsection 4.9(d)(iii) with respect to such Transfer Date shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.3(b)) and otherwise deposited into
the Excess Funding Account.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date, shall be (A) during the Controlled Accumulation Period,
deposited into the Principal Funding Account, and (B) during the Rapid
Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in clause
(i) above, an amount equal to the Class B Monthly Principal, shall be
deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1996-4 Termination Date, in which case on
the Series 1996-4 Termination Date) after giving effect to the
distribution referred to in clauses (i) and (ii) above, an amount equal to
Collateral Monthly Principal shall be distributed to the Collateral
Interest Holder in accordance with the Loan Agreement;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.9(e)(i), (ii) and (iii) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Series Supplement for
each Series and (2) the Cumulative series Principal Shortfall and (B) the
Available Investor Principal Collections, shall remain in the Principal
<PAGE>
Account to be treated as Shared Principal Collections and applied to
Series other than this Series 1996-4; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of
the Transferor Certificate; provided, however, that the amount to be paid
to the Holder of the Transferor Certificate pursuant to this subsection
4.9(e)(v) with respect to such Transfer Date shall be paid to the Holder
of the Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables created on
or prior to such Transfer Date and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(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) On each Distribution Date, the Trustee shall pay in accordance
with subsection 5.1(a) to the Class A Certificateholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to
subsection 4.9(a)(i) on the preceding Transfer Date and (b) to the Class B
Certificateholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.9(b)(i) on the preceding Transfer
Date.
(h) On the earlier to occur of (i) the first Distribution Date with
respect to the Rapid Amortization Period and (ii) the Class A Scheduled Payment
Date and on each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay in accordance with
Section 5.1 from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsections 4.9(e) and (f) on the related
Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class A Investor Interest shall be paid to
the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date, after
giving effect to the distributions referred to in clause (i) above, an
amount equal to the lesser of such amount on deposit in the Distribution
Account and the Class B Investor Interest shall be paid to the Class B
Certificateholders.
(i) The Controlled Accumulation Period is scheduled to commence at
the close of business on October 31, 2002; 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
<PAGE>
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the Determination Date immediately preceding the July 2002
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 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Transfer Date, the Class A Investor
Default Amount for the prior Monthly Period exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.9(a)(iii), subsection
4.11(a) and Section 4.12 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 Transfer 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 Transfer Date) for such Transfer Date. In the event that
such reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest will 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 Transfer Date) will be
reduced 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 will be reduced
to zero, and the Class A Investor Interest will be reduced by the amount by
which the Class B Investor Interest would have been reduced below zero, but not
by more than the Class A Investor Default Amount for such Transfer Date (a
"Class A Investor Charge-Off"). If the Class A Investor Interest has been
reduced by the amount of any Class A Investor Charge-Offs, it will be
reimbursed on any Transfer Date (but not by an amount in excess of the
aggregate Class A Investor Charge-Offs) by the amount of Excess Spread and
Shared Excess Finance Charge Collections allocable to Series 1996-4 allocated
and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall calculate the
Class B Investor Default Amount. If on any Transfer Date, the Class B Investor
Default Amount for the prior Monthly Period exceeds the amount of Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 1996-4 and
Reallocated Collateral Principal Collections which are allocated and available
to fund such amount pursuant to subsection 4.11(c) and Section 4.12, 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 4.10(a) above)
will be reduced 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 4.10(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 the Class
B Investor Interest shall be reduced by the amount by which the Collateral
<PAGE>
Interest would have been reduced below zero, but not by more than the Class B
Investor Default Amount for such Transfer Date (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral Interest
pursuant to Section 4.12 and the amount of any portion of the Class B Investor
Interest allocated to the Class A Certificates to avoid a reduction in the
Class A Investor Interest pursuant to subsection 4.10(a) above. The Class B
Investor Interest will thereafter be reimbursed (but not to an amount in excess
of the unpaid principal balance of the Class B Certificates) on any Transfer
Date by the amount of Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 1996-4 allocated and available for that purpose
as described under subsection 4.11(d).
(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
Shared Excess Finance Charge Collections allocable to Series 1996-4 allocated
and available to fund such amount pursuant to subsection 4.11(g), 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 Transfer Date (a "Collateral Charge-Off"). The Collateral
Interest will also be reduced by the amount of Reallocated Principal
Collections pursuant to Section 4.12 and the amount of any portion of the
Collateral Interest allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor Interest, pursuant to
subsection 4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Collateral Interest will thereafter be reimbursed
on any Transfer Date by the amount of the Excess Spread and Shared Excess
Finance Charge Collections allocable to Series 1996-4 allocated and available
for that purpose as described under subsection 4.11(h).
SECTION 4.11 Excess Spread. 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 apply Excess Spread with
respect to the related Monthly Period to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class A Required Amount
and be applied in accordance with, and in the priority set forth in, subsection
4.9(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class B Required Amount
and be applied first in accordance with, and in the priority set forth in,
subsection 4.9(b) and then any remaining amount available to pay the Class B
Investor Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor Interest
for reasons other than the payment of principal to the Class B
<PAGE>
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(e) an amount equal to the Collateral Monthly Interest plus the
amount of any past due Collateral Monthly Interest for such Transfer Date shall
be paid to the Collateral Interest Holder in accordance with the Loan
Agreement;
(f) an amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(h) 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 treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(i) 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;
(j) an amount equal to the amounts determined to be payable pursuant
to subsections 2.11(a)(i), (ii) and (iii) of the Loan Agreement shall be paid
to the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Shared Excess
Finance Charge Collections" with respect to other Series in Group One.
To the extent of the Finance Charge Shortfall, if any, following the
application on each Transfer Date of Shared Excess Spread as described above,
the servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Shared Excess Finance
Charge Collections with respect to Group One allocable to Series 1996-4 in the
priority set forth above.
SECTION 4.12 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 Principal Account and apply Reallocated Principal Collections
(applying all Reallocated Collateral Principal Collections in accordance with
subsections 4.12(a) and (b) prior to applying any Reallocated Class B Principal
Collections in accordance with subsection 4.12(a) for any amounts still owing
after the application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on each
Transfer Date in the following priority:
<PAGE>
(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 with respect to the related Monthly Period, shall be
applied pursuant to the priority set forth in subsection 4.9(a); 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 allocated and available to the Class B Certificates
pursuant to subsection 4.11(c) on such Transfer Date shall be applied first
pursuant to the priority set forth in subsection 4.9(b) and then pursuant to
subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest shall be reduced
by the amount of Reallocated Collateral Principal Collections and by the amount
of Reallocated Class B Principal Collections for such Transfer Date. In the
event that such reduction would cause the Collateral Interest (after giving
effect to any Collateral Charge-Offs for such Transfer Date) to be a negative
number, the Collateral Interest (after giving effect to any Collateral Charge-
Offs for such Transfer 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 Transfer
Date) to be a negative number on any Transfer Date, Reallocated Principal
Collections shall be reallocated on such 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 Transfer Date) to be
reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections allocable
to Series 1996-4 on any Transfer Date shall be applied as Available Investor
Principal Collections pursuant to Section 4.9 and pursuant to such Section 4.9
shall be deposited in the Distribution Account or distributed in accordance
with the Loan Agreement.
(b) Shared Principal Collections allocable to Series 1996-4 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 1996-4 for such Transfer Date;
provided, however, that if the aggregate amount of Shared Principal Collections
for all Series for such Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared Principal Collections
allocable to Series 1996-4 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with respect
to Series 1996-4 for such Transfer Date and the denominator of which is the
aggregate amount of Cumulative Series Principal Shortfall for all Series for
such Transfer Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
<PAGE>
therein are held 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 Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the Investor Certificateholders. If at any time
the Principal Funding Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or
the Servicer on its behalf) shall, within 10 Business Days, establish a new
Principal Funding Account meeting the conditions specified in the definition of
Eligible Deposit Account, and shall transfer any cash or any investments to
such new Principal Funding Account. 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 4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature
so that such funds will be available for withdrawal on or prior to the
following Transfer Date. The Trustee shall maintain for the benefit of the
Investor Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity.
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 4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid to the
Transferor 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). Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain, on behalf of the Trust,
for the benefit of the Investor Certificateholders, an Eligible Deposit Account
(the "Reserve Account"), bearing a designation clearly indicating that the
funds deposited therein are held 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 Reserve Account and in all
proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor Certificateholders. If
<PAGE>
at any time the institution holding the Reserve Account ceases to be an
Eligible Deposit Account, the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within 10
Business Days, establish a new Reserve Account meeting the conditions specified
in the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Reserve Account. The Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Reserve Account from time to
time 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 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Permitted Investments. Funds on
deposit in the Reserve Account on any Transfer Date, after giving effect to any
withdrawals from the Reserve Account on such Transfer Date, shall be invested
in such investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee shall
maintain for the benefit of the Investor Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. 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 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 on 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 under Section 4.11(i)
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.
<PAGE>
(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 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall determine
LIBOR on the basis of the rate for deposits in United States dollars for a
period equal to the relevant Interest Period which 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 LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in 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 for a period equal to
the relevant Interest Period. The Trustee shall 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 LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that LIBOR
Determination 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 loans in United States dollars to leading
European banks for a period equal to the relevant Interest Period.
(b) The Class A Certificate Rate and Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Investor Certificateholder by telephoning the Trustee at
its Corporate Trust Office at (212) 815-5286.
(c) On each LIBOR Determination Date prior to 12:00 noon New York
City time, the Trustee shall send to the Servicer by facsimile notification of
LIBOR for the following Interest Period.
SECTION 4.17 Transferor's or Servicer's Failure to Make a Deposit or
Payment.
If the Servicer or the Transferor fails to make, or give instructions
to make, any payment or deposit (other than as required by subsections 2.4(d)
and (e) and 12.2(a) or Sections 10.2 and 12.1) required to be made or given by
the Servicer or Transferor, respectively, at the time specified in the
Agreement (including applicable grace periods), the Trustee shall make such
payment or deposit from the applicable Investor Account without instruction
from the Servicer or Transferor. The Trustee shall be required to make any
such payment, deposit or withdrawal hereunder only to the extent that the
Trustee has sufficient information to allow it 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
<PAGE>
Series 1996-4 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 payment, deposit 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 Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the
Trustee shall distribute (in accordance with the certificate delivered on or
before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate Undivided Interests represented by Class A
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class A Certificateholders pursuant
to Section 4.9 by check mailed to each Class A Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register), except
that with respect to Class A Certificates registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately available
funds.
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related Transfer
Date by the Servicer to the Trustee pursuant to subsection 3.4(b)) to each
Class B Certificateholder of record on the immediately preceding Record Date
(other than as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to Section 4.9 by check
mailed to each Class B Certificateholder (at such Certificateholder's address
as it appears in the Certificate Register), except that with respect to Class B
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.
SECTION 5.2 Monthly Series 1996-4 Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee shall forward to
each Series 1996-4 Certificateholder, each Rating Agency and the Collateral
Interest Holder a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and
setting forth, among other things, the following information (which, in the
case of subclauses (i) and (ii) 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
<PAGE>
basis of an original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution allocable to Class A
Monthly Principal, Class B Monthly Principal and Collateral Monthly
Principal, respectively;
(ii) the amount of the current distribution allocable to Class A
Monthly Interest, Class A Deficiency Amounts, Class A Additional Interest,
Class B Monthly Interest, Class B Deficiency Amounts, Class B Additional
Interest and Collateral Monthly Interest, and any accrued and unpaid
Collateral Monthly Interest, respectively;
(iii) the amount of Collections of Principal Receivables processed
during the related Monthly Period and allocated in respect of the Class A
Certificates, the Class B Certificates and the Collateral Interest,
respectively;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of
the Class A Certificates, the Class B Certificates and the Collateral
Interest, respectively;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor Interest,
the Class A Adjusted Investor Interest, the Class B Investor Interest, the
Collateral Interest, the Floating Investor Percentage, the Class A
Floating Allocation, the Class B Floating Allocation, the Collateral
Floating Allocation and the Fixed Investor Percentage, Class A Fixed
Allocation, the Class B Fixed Allocation and the Collateral Fixed
Allocation with respect to the Principal Receivables in the Trust 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);
(vi) the aggregate outstanding balance of Accounts which were 30 to
59, 60 to 89, and 90 or more days delinquent as of the end of the day on
the Record Date;
(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount, the Class B Investor Default Amount and the Collateral
Default Amount for the related Monthly Period;
(viii) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs for the related Monthly
Period;
(ix) the aggregate amount of Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs reimbursed on the Transfer
Date immediately preceding such Distribution Date;
(x) the amount of the Class A Servicing Fee, the Class B Servicing
Fee and the Collateral Servicing Fee for the related Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
<PAGE>
(xii) the amount of Reallocated Collateral Principal Collections and
Reallocated Class B Principal Collections with respect to such
Distribution Date;
(xiii) the Class B Investor Interest and the Collateral Interest as
of the close of business on such Distribution Date;
(xiv) LIBOR for the Interest Period ending on such Distribution
Date;
(xv) the Principal Funding Account Balance on the Transfer Date;
(xvi) the Accumulation Shortfall;
(xvii) the Principal Funding Investment Proceeds transferred to the
Finance Charge Account on the related Transfer Date;
(xviii) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xix) the amount of Class A Available Funds and Class B Available
Funds on deposit in the Finance Charge Account on the related Transfer
Date;
(xx) the current Class A Certificate Rate, Class B Certificate Rate
and Collateral Rate; and
(xxi) such other items as are set forth in Exhibit C to this Series
Supplement.
(b) Annual Certificateholders' Tax Statement. On or before January
31 of each calendar year, beginning with calendar year 1997, the Trustee 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) and
(ii) 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 Servicer deems necessary or desirable to enable
the Series 1996-4 Certificateholders to prepare their tax returns. Such
obligations of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
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 with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement 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 Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1996-4 Certificateholders (which
determination shall be made without reference to the amount of the Collateral
<PAGE>
Interest) 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 Transferor by the Trustee, or to the Transferor
and the Trustee by the Holders of Investor 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 (which determination shall be made without
reference to the amount of the Collateral Interest) for such period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.1 or 2.6, (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 Transferor by the Trustee, or to the Transferor and the Trustee by the
Holders of Investor 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 (which determination shall be made without
reference to the amount of the Collateral Interest) 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(b) hereof shall not
be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average Base Rate for such
period;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by subsection
2.6(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1996-4 Certificateholders; 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 subsection 9(a), (b) or (e) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates and the Collateral Interest Holder
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 1996-4 by notice then given in writing to the
Transferor 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 as of the date of such notice, and in the case of any
event described in subsection 9(c), (d) or (f) hereof, a Series 1996-4 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.
<PAGE>
SECTION 10. Issuance of Additional Certificates.
(a) During the Revolving Period, the Transferor may, in its
discretion and subject to the terms of subsection (b) below, request the
Trustee to issue additional Investor Certificates of each Class (all such
additional certificates, the "Additional Certificates") in an amount and on the
date (the "Additional Certificate Date") determined by the Transferor. Upon
issuance, the Additional Certificates will be identical in all respects (except
that the principal amount of such Additional Certificates may be different) to
the Investor Certificates currently outstanding and will be equally and ratably
entitled to the benefits of this Series Supplement and the Pooling and
Servicing Agreement. The outstanding principal amounts of all Classes of
Investor Certificates shall be increased pro rata. The Controlled Accumulation
Amount for each Class shall be increased proportionally to reflect the
additional amounts represented by the Additional Certificates.
(b) Additional Certificates shall only be issued upon satisfaction
of all of the following conditions:
(i) On or before the fifth Business Day immediately preceding
the date on which the Additional Certificates are to be issued, the
Transferor shall give notice to the Trustee, the Servicer, the
Collateral Interest Holder and the Rating Agencies of such issuance
and the date upon which it is to occur;
(ii) After giving effect to the Additional Certificates, the
total amount of Principal Receivables in the Trust shall be greater
than or equal to the Minimum Aggregate Principal Receivables;
(iii) The Transferor shall have delivered evidence of the
proportional increase in the Collateral Interest to the Trustee
and the Rating Agencies;
(iv) On or before the Additional Certificate Date, the Trustee
shall have been provided evidence that the Rating Agency Condition
shall have been satisfied with respect to such issuance;
(v) The Transferor shall have delivered to the Trustee an
Officer's Certificate dated as of the Additional Certificate Date,
stating that the Transferor reasonably believes that the issuance
of such Additional Certificates will not have a material adverse
effect on any outstanding Class of Investor Certificates;
(vi) As of the Additional Certificate Date, the amount of
Investor Charge-Offs for all Classes of Investor Certificates
shall be zero; and
(vii) The Transferor shall have delivered to the Trustee
a Tax Opinion with respect to such issuance.
SECTION 11. Series 1996-4 Termination. The right of the
Investor Certificateholders to receive payments from the Trust will terminate
on the first Business Day following the Series 1996-4 Termination Date.
<PAGE>
SECTION 12. 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 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and each Certificateholder, by
accepting a Series 1996-4 Certificate hereby covenant and agree that they will
not at any time institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this Series Supplement.
SECTION 15. Tax Representation and Covenant. Any holder of an
interest in the Trust acquired pursuant to Section 12.1(b) in respect of the
Series 1996-4 Certificates shall be required to represent and covenant in
connection with such acquisition that (x) it has neither acquired, nor will it
sell, trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through either (i) an "established securities
market" within the meaning of Code section 7704(b)(1), including without
limitation an interdealer quotation system that regularly disseminates firm buy
or sell quotations by identified brokers or dealers by electronic means or
otherwise or (ii) a "secondary market" within the meaning of Code section
7704(b)(2), including a market wherein interests in the Trust are regularly
quoted by any person making a market in such interests and a market wherein any
person regularly makes available bid or offer quotes with respect to interests
in the Trust and stands ready to effect buy or sell transactions at the quoted
prices for itself or on behalf of others, (y) unless the Transferor consents
otherwise, such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section 7701(a)(3) and (ii)
is not, and will not become, an S corporation as described in Code section
1361, and (z) it will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar representations and covenants for
the benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such holder shall further
agree in connection with its acquisition of such interest that, in the event of
any breach of its (or its participant's) representation and covenant that it
(or its participant) is and shall remain classified as a corporation other than
an S corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all actions necessary to permit such replacement investor to
succeed to its rights and obligations as a holder (or to the rights of its
participant).
SECTION 16. Amendment to Agreement. By purchasing their
Series 1996-4 Certificates each Investor Certificateholder shall be deemed to
have consented that The Chase Manhattan Bank shall be replaced as Servicer with
The Chase Manhattan Bank USA, National Association, as a successor servicer
<PAGE>
pursuant to an amendment of the Agreement to be executed at such time as shall
be agreed to by the parties thereto.
<PAGE>
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 1996-4 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By:/s/ Keith Schuck
__________________________________
Name: Keith Schuck
Title: Vice President
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996
and Servicer
By:/s/ Frank DeGenova
__________________________________
Name: Frank DeGenova
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:/s/ Laura Bertolino
__________________________________
Name: Laura D. Bertolino
Title: Assistant Treasurer
<PAGE>
EXHIBIT A-1
TO SERIES 1996-4 SUPPLEMENT
FORM OF CERTIFICATE
CLASS A
Unless This Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Chase
Manhattan Bank USA, National Association, or its agent
for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an
interest herein.
No. ___ $_________
CUSIP NO. 16151P AA5
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-4
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard (Registered Trademark) and VISA (Registered
Trademark)<F1> credit card receivables generated or acquired by Chase
Manhattan Bank USA, National Association ("Chase USA") and other assets and
interests constituting the Trust under the Pooling and Servicing Agreement
described below.
____________________________
[FN]
<F1>MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc. and of Visa
U.S.A., Inc., respectively.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected
MasterCard and VISA credit card accounts (the "Accounts") of Chase
USA, a national banking association, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
<PAGE>
certain amounts received as Interchange and Recoveries (if any), the benefits
of the Collateral Interest, all proceeds of the foregoing and the other assets
and interests constituting the Trust pursuant to the Second Amended and
Restated Pooling and Servicing Agreement dated as of September 1, 1996 as
supplemented by the Series 1996-4 Supplement dated as of November 14, 1996
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee (the "Trustee"). To the extent not defined herein, capitalized terms
used herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
The Series 1996-4 Certificates are issued in two classes, the
Class A Certificates (of which this certificate is one) and the Class B
Certificates, which are subordinated to the Class A Certificates in certain
rights of payment as described herein and in the Pooling and Servicing
Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-4 Certificates with the intention that the Series
1996-4 Certificates will qualify under applicable tax law as indebtedness, and
each of the Transferor, the Holder of the Transferor Certificate, the Servicer
and each Series 1996-4 Certificateholder (or Series 1996-4 Certificate Owner)
by acceptance of its Series 1996-4 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 and to take no
action inconsistent with the treatment of the Series 1996-4 Certificates (or
any 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 Series 1996-4 Certificateholder agrees that it
will cause any Series 1996-4 Certificate Owner acquiring an interest in a
Series 1996-4 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1996-4 Certificates as indebtedness for
certain tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing 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. This Class A Certificates is one of a duly
authorized Series of Investor Certificates entitled "Class A Floating Rate
Asset Backed Certificates, Series 1996-4" (the "Class A Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts allocated to the Class A Certificates
at the times and in the amounts specified in the Pooling and Servicing
Agreement and to be deposited in the Investor Accounts, the Principal Funding
Account and the Reserve Account or paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class B Floating Rate 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 "Collateral Interest, Series 1996-4" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Class B Certificates and the
<PAGE>
subordination of the Collateral Interest to the Class A Certificates shall
constitute the Enhancement for the Class A 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 the
Class B Investor Interest, respectively, at such time. As of the Closing Date,
the Class A Initial Investor Interest is $1,400,000,000, the Class B Initial
Investor Interest is $116,666,000 and the Collateral Initial Interest is
$150,000,666.67.
The Class A Investor Interest on any date of determination will
be an amount equal to (a) the Class A Initial Investor Interest minus (b) the
aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
excess, if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement over
Class A Investor Charge-Offs reimbursed prior to such date of determination
pursuant to subsection 4.11(b) of the Pooling and Servicing Agreement;
provided, however, that the Class A Investor Interest may not be reduced below
zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Class A Investor Interest will
be further reduced (such reduced amount, the "Class A Adjusted Investor
Interest") by the aggregate principal amount of funds on deposit in the
Principal Funding Account. The Class A Investor Interest together with the
aggregate interest represented by the Class B Certificates in the Principal
Receivables in the Trust (the "Class B Investor Interest") and the aggregate
interest represented by the Collateral Interest in the Principal Receivables in
the Trust are sometimes collectively referred to herein as the "Investor
Interest."
In addition to the Class A Certificates, the Class B Certificates and
the Collateral Interest, a Transferor Certificate representing an undivided
interest in the Trust will be issued to the Transferor pursuant to the Pooling
and Servicing Agreement. The Transferor Certificate will represent
the interest in the Principal Receivables not represented by all of the Series
of Investor Certificates issued by the Trust. The Transferor Certificate may
be exchanged by the Transferor pursuant to the Pooling and Servicing Agreement
for a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class A Certificates from the Closing
Date through December 15, 1996, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.13% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class A Certificate
Rate"), and will be distributed on December 16, 1996 and on the 15th day
of each calendar month thereafter, or if such day is not a Business Day,
on the next succeeding Business Day (a "Distribution Date"), to the Class
A Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A Monthly
Principal will be distributed to the Class A Certificateholder on each
Distribution Date until the Class A Certificates have been paid in full.
<PAGE>
During the Controlled Accumulated Period, in addition to monthly payments of
Class A Monthly Interest, the amount on deposit in the Principal Funding
Account will be distributed as principal to the Class A Certificateholders on
the November 2003 Distribution Date (the "Class A Scheduled Payment Date"),
unless distributed earlier as a result of the occurrence of a Pay Out Event in
accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 1996-4 Certificates, (ii) with
respect to the Class A Certificates, from other amounts constituting Class A
Available Funds, and (iii) with respect to the Class B Certificates, from other
amounts constituting Class B Available Funds, the following amounts: (x) an
amount equal to the product of (i) (A) a fraction, the numerator of which is
the actual number of days in the related Interests Period and the denominator
of which is 360, times (B) the Class A Certificate Rate for such Interest
Period and (ii) the Class A Certificate Rate and (ii) the Class A Investor
Interest as of the close of business on the last day of the preceding Monthly
Period ("Class A Monthly Interest"), provided, however, that with respect to
the first Distribution Date, Class A Monthly Interest shall be equal to the
interest accrued on the Class A Initial Investor Interest at the applicable
Class A Certificate Rate for the period from the Closing Date through December
15, 1996; and (y) amounts up to the Class B Monthly Interest followed by the
Collateral Monthly Interest, in the actual amounts and manner described in the
Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the preceding
Monthly Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement in the following order of priority: (i) the
Class B Monthly Interest for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for such Transfer Date plus the amount of any Class B Servicing Fee due but not
paid on any prior Transfer Date. The balance of the amount withdrawn from the
Finance Charge Account allocable to the Series 1996-4 Certificates, if any,
after giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date thereafter,
the Servicer shall instruct the Trustee in writing to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw on such
Transfer Date from the Principal Account an amount equal to the Available
Investor Principal Collections on deposit in the Principal Account and from
such amounts, (A) deposit an amount equal to Class A Monthly Principal (i)
<PAGE>
during the Controlled Accumulation Period, into the Principal Funding Account,
and (ii) during the Rapid Amortization Period, into the Distribution Account,
(B) after the Class A Certificates have been paid in full, deposit an amount
equal to Class B Monthly Principal into the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period or the Transfer Date immediately preceding the
Class A Scheduled Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Funding Account and
deposit in the Distribution Account the amount on deposit in the Principal
Funding Account.
On the Class A Scheduled Payment Date or on each Distribution
Date with respect to a Rapid Amortization Period, the Trustee shall pay from
amounts on deposit in the Distribution Account an amount equal to the lesser of
the Class A Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the related
Monthly Period, and after the Class A Certificates have been paid in full
(after taking into account distributions to be made on the related Distribution
Date), Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Interest as specified in the Pooling and Servicing
Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited on
the related Transfer Date into the Distribution Account in respect of Class A
Monthly Interest and Class B Monthly Interest, respectively. On each Transfer
Date, the Trustee shall pay to the Collateral Interest Holder the Collateral
Monthly Interest, to the extent funds are available. Distributions with
respect to this Series 1996-4 Certificate will be made by the Trustee by,
except as otherwise provided in the Pooling and Servicing Agreement, check
mailed to the address of each Series 1996-4 Certificateholder of record
appearing in the Certificate Register and except for the final distribution in
respect of this Series 1996-4 Certificate, without the presentation or
surrender of this Series 1996-4 Certificate or the making of any notation
thereon; provided, however, that with respect to Series 1996-4 Certificates
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
This Class A Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1996-4 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1996-4 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class A Certificate shall be registered in
the Certificate Register upon surrender of this 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 Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
<PAGE>
Class A Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
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 Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 1996-4 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1996-4 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor 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 of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor 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 Class A
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class A Certificate to be duly executed.
By:
--------------------------------
Authorized Officer
Dated:
<PAGE>
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates of Chase Credit Card
Master Trust, Series 1996-4, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
___________________________
Authorized Signatory
<PAGE>
EXHIBIT A-2
TO SERIES 1996-4 SUPPLEMENT
FORM OF CERTIFICATE
CLASS B
Unless This Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Chase Manhattan Bank USA, National Association, or its
agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co.
or in such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
Each purchaser represents and warrants for the benefit of
Chase Manhattan Bank USA, National Association, that unless such
purchaser, at its expense, delivers to the Trustee, the Servicer
and the Transferor an opinion of counsel satisfactory to them to the
effect that the purchase or holding of this certificate by such
purchaser will not result in the assets of the trust being deemed to
be "assets of the benefit plan" or subject to the prohibited
transaction provisions of ERISA and the code and will not subject
the Trustee, the Transferor or the Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement,
such purchaser is not (i) an employee benefit plan (as defined in
section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")) that is subject to the provisions of title I
of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or (iii) an entity whose underlying
assets include plan assets by reason of a plan's investment in the
entity.
No. ___ $116,666,000
CUSIP NO. 16151P AB3
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-4
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard (Registered Trademark) and VISA (Registered
Trademark)<F2> credit card receivables generated or acquired by Chase Manhattan
Bank USA, National Association ("Chase USA"), and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
_______________________________
[FN]
<F2>MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc. and of Visa
U.S.A., Inc., respectively.
<PAGE>
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with
selected MasterCard and VISA credit card accounts (the "Accounts") of Chase
USA, a national banking association, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits
of the Collateral Interest, all proceeds of the foregoing and the other assets
and interests constituting the Trust pursuant to the Second Amended and
Restated Pooling and Servicing Agreement dated as of September 1, 1996 as
supplemented by the Series 1996-4 Supplement dated as of November 14, 1996
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee (the "Trustee"). To the extent not defined herein, capitalized terms
used herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
The Series 1996-4 Certificates are issued in two classes, the
Class A Certificates and the Class B Certificates (of which this certificate is
one), which are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1996-4 Certificates with the intention that the Series
1996-4 Certificates will qualify under applicable tax law as indebtedness, and
each of the Transferor, the Holder of the Transferor Certificate, the Servicer
and each Series 1996-4 Certificateholder (or Series 1996-4 Certificate Owner)
by acceptance of its Series 1996-4 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 and to take no
action inconsistent with the treatment of the Series 1996-4 Certificates (or
any 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 Series 1996-4 Certificateholder agrees that it
will cause any Series 1996-4 Certificate Owner acquiring an interest in a
Series 1996-4 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1996-4 Certificates as indebtedness for
certain tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing 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. This Class B Certificate is one of a duly
authorized Series of Investor Certificates entitled "Class B Floating Rate
Asset Backed Certificates, Series 1996-4" (the "Class B Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts allocated to the Class B Certificates
at the times and in the amounts specified in the Pooling and Servicing
Agreement and to be deposited in the Investor Accounts, the Principal Funding
Account and the Reserve Account or paid to the Class B Certificateholders.
<PAGE>
Also issued under the Pooling and Servicing Agreement are the
"Class A Floating Rate Asset Backed Certificates, Series 1996-4" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to
the Class B Certificates, and the "Collateral Interest, Series 1996-4" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Collateral Interest to the Class B
Certificates shall constitute the Enhancement for the 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 the
Class B Investor Interest, respectively, at such time. As of the Closing Date,
the Class A Initial Investor Interest is $1,400,000,000, the Class B Initial
Investor Interest is $116,666,000 and the Collateral Initial Interest is
$150,000,666.67.
The Class B Investor Interest shall mean, on any date
of determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(b) of the Pooling and Servicing Agreement, minus (d) the amount of the
Reallocated Class B Principal Collections allocated pursuant to subsection
4.12(a) of the Pooling and Servicing Agreement on all prior Transfer Dates for
which the Collateral Interest has not been reduced, 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 subsection 4.10(a) of the Pooling and
Servicing Agreement and plus (f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates pursuant to subsection
4.11(d) of the Pooling and Servicing Agreement, for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below zero.
The Class B Investor Interest together with the aggregate
interest represented by the Class A Certificates in the Principal Receivables
in the Trust (the "Class A Investor Interest") and the aggregate interest
represented by the Collateral Interest in the Principal Receivables in the
Trust are sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate representing
an undivided interest in the Trust will be issued to the Transferor pursuant to
the Pooling and Servicing Agreement. The Transferor Certificate will represent
the interest in the Principal Receivables not represented by all of the Series
of Investor Certificates issued by the Trust. The Transferor Certificate may
be exchanged by the Transferor pursuant to the Pooling and Servicing Agreement
for a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through December 15, 1996, and with respect to each Interest
Period thereafter, at the rate of LIBOR plus 0.35% per annum, as more
specifically set forth in the Pooling and Servicing Agreement (the "Class B
Certificate Rate"), and will be distributed on December 16, 1996 and on the
<PAGE>
15th day of each calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution Date"), to the Class
B Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). Class B Monthly
Principal will be distributed to the Class B Certificateholder (i) during the
Rapid Amortization Period, in addition to Class B Monthly Interest, on each
Distribution Date until the Class B Certificates have been paid in full or (ii)
during the Controlled Accumulated Period following the payment in full of the
Class A Investor Interest, on the December 2003 Distribution Date (the "Class B
Scheduled Payment Date"), unless distributed earlier as a result of the
occurrence of a Pay Out Event in accordance with the Pooling and Servicing
Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 1996-4 Certificates, (ii) with
respect to the Class A Certificates, from other amounts constituting Class A
Available Funds, and (iii) with respect to the Class B Certificates, from other
amounts constituting Class B Available Funds, the following amounts: (x) an
amount equal to the Class A Monthly Interest; (y) 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 for such Interest Period and (ii) the Class B
Investor Interest as of the close of business on the last day of the preceding
Monthly Period ("Class B Monthly Interest"), provided, however, that with
respect to the first Distribution Date, Class B Monthly Interest shall be equal
to the interest accrued on the Class B Initial Investor Interest at the
applicable Class B Certificate Rate for the period from the Closing Date
through December 15, 1996; and (Z) amounts up to the Collateral Monthly
Interest, in the actual amounts and manner described in the Pooling and
Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the preceding
Monthly Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement in the following order of priority: (i) the
Class B Monthly Interest for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for such Transfer Date plus the amount of any Class B Servicing Fee due but not
paid on any prior Transfer Date. The balance of the amount withdrawn from the
Finance Charge Account allocable to the Series 1996-4 Certificates, if any,
after giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
<PAGE>
Amortization Period commences and on or before each Transfer Date thereafter,
the Servicer shall instruct the Trustee in writing to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw on such
Transfer Date from the Principal Account an amount equal to the Available
Investor Principal Collections on deposit in the Principal Account and from
such amounts, (A) deposit an amount equal to Class A Monthly Principal (i)
during the Controlled Accumulation Period, into the Principal Funding Account,
and (ii) during the Rapid Amortization Period, into the Distribution Account,
(B) after the Class A Certificates have been paid in full, deposit an amount
equal to Class B Monthly Principal into the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period after payment in full of the Class
A Investor Interest or the Transfer Date immediately preceding the Class B
Scheduled Payment Date, the Servicer shall instruct the Trustee to withdraw,
and the Trustee shall withdraw from the Principal Account and deposit in the
Distribution Account the amount on deposit in the Principal Account.
On the Class B Scheduled Payment Date or on each Distribution
Date after payment in full of the Class A Investor Interest with respect to a
Rapid Amortization Period, the Trustee shall pay from amounts on deposit in the
Distribution Account an amount equal to the lesser of the Class B Investor
Interest and the amount of Available Investor Principal Collections on deposit
in the Distribution Account with respect to the related Monthly Period, and
after the Class B Certificates have been paid in full (after taking into
account distributions to be made on the related Distribution Date), Available
Investor Principal Collections shall be applied to the Collateral Interest as
specified in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the Collateral
Interest Holder the Collateral Monthly Interest, to the extent funds are
available. Distributions with respect to this Series 1996-4 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, check mailed to the address of each Series 1996-4
Certificateholder of record appearing in the Certificate Register and except
for the final distribution in respect of this Series 1996-4 Certificate,
without the presentation or surrender of this Series 1996-4 Certificate or the
making of any notation thereon; provided, however, that with respect to
Series 1996-4 Certificates registered in the name of the nominee of a Clearing
Agency, distributions will be made in the form of immediately available funds.
This Class B Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1996-4 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1996-4 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
<PAGE>
The Transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this 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 Class B Certificateholder or such Class B Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class B Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
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 Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 1996-4 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1996-4 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor 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 of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor 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 Class B
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B Certificate to be duly executed.
By:
______________________________
Authorized Officer
Dated:
<PAGE>
Form of Trustee's Certificate of Authentication
_______________________________________________
CERTIFICATE OF AUTHENTICATION
_____________________________
This is one of the Class B Certificates of Chase Credit Card
Master Trust, Series 1996-4, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
_____________________________
Authorized Signatory
<PAGE>
EXHIBIT B
TO SERIES 1996-4 SUPPLEMENT
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1996-4
MONTHLY PERIOD ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in 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 supplemented by the Series 1996-4
Supplement. This notice is delivered pursuant to Section 4.9.
A) The Chase Manhattan Bank ("Chase") is the Servicer under the Pooling
and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Finance Charge Account, the Principal Account, the
Principal Funding Account and The Distribution Account on ___________ __,
____, which date is a Transfer Date under the Pooling and Servicing Agreement,
in aggregate amounts set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawals in accordance with accordance
with subsection 3(a) of the Series 1996-4 Supplement and Section 4.9 of the
Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series 1996-4
Supplement:
1. Servicer Interchange $_______________
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class A
Certificate Rate on the Class A Investor Interest $_______________
2. Class A Deficiency Amount $_______________
3. Class A Additional Interest $_______________
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C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $_______________
2. Accrued and unpaid Class A Servicing Fee $_______________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $_______________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A Available
Funds to be allocated and distributed as provided
in Section 4.11 $_______________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class B
Certificate Rate on the Class B Investor Interest $_______________
2. Class B Deficiency Amount $_______________
3. Class B Additional Interest $_______________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $_______________
2. Accrued and unpaid Class B Servicing Fee $_______________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B Available
Funds to be allocated and distributed as provided
in Section 4.11 $_______________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if applicable $_______________
2. Accrued and unpaid Collateral Interest Servicing
Fee, if applicable $_______________
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from Collateral
Available Funds to be allocated and distributed
as provided in Section 4.11 $_______________
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any, applied in
accordance with the Loan Agreement $_______________
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L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared Principal
Collections $_______________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of the Transferor
Certificate $_______________
2. Unallocated Principal Collections $_______________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $_______________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $_______________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be applied in
accordance with the Loan Agreement $_______________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared Principal
Collections $_______________
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of the Transferor
Certificate $_______________
2. Unallocated Principal Collections $_______________
Total $_______________
S. Pursuant to subsection 4.9(f):
1. Amount to be withdrawn from the Principal Funding
Account and deposited into the Distribution
Account $_______________
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay
in accordance with Section 5.1 from the Distribution Account on __________ __,
____, which date is a Distribution Date under the Pooling and Servicing
Agreement, amounts so deposited in the Distribution Account pursuant to
Section 4.9 as set forth below:
<PAGE>
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $_______________
2. Amount to be distributed to Class B
Certificateholders $_______________
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class A
Certificateholders $_______________
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class B
Certificateholders $_______________
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to
apply the Excess Spread with respect to the related Monthly Period and to make
the following distributions in the following priority:
A. The amount equal to the Class A Required Amount, if
any, which will be used to fund the Class A Required
Amount and be applied in accordance with, and in the
priority set forth in, subsection 4.9(a) $_______________
B. The amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously
reimbursed (after giving effect to the allocation on
such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion
of Investor Principal Collections and deposited into
the Principal Account on such Transfer Date $_______________
C. The amount equal to the Class B Required Amount, if
any, which will be used to fund the Class B Required
Amount and be applied first in accordance with, and in
the priority set forth in, subsection 4.9(b) and then
any amount available to pay the Class B Investor
Default Amount shall be treated as a portion of
Investor Principal Collections and deposited into the
Principal Account $_______________
D. The amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the
initial Class B Investor Interest for reasons other
than the payment of principal to the Class B Certif-
icateholders (but not in excess of the aggregate
amount of such reductions which have not been
previously reimbursed) which will be treated as a
portion of Investor Principal Collections and
deposited into the Principal Account $_______________
<PAGE>
E. The amount equal to the Collateral Monthly Interest
plus the amount of any past due Collateral Monthly
Interest which will be paid to the Collateral Interest
Holder for application in accordance with the Loan
Agreement $_______________
F. The amount equal to the aggregate amount of accrued
but unpaid Collateral Interest Servicing Fees which
will be paid to the Servicer if the Transferor or the
Trustee is the Servicer $_______________
G. The amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period which will be
treated as a portion of Investor Principal Collections
and deposited into the Principal Account $_______________
H. The 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) which will be treated as a portion of
Investor Principal Collections and deposited into the
Principal Account $_______________
I. 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
subsection 4.15(f), the amount up to the excess, if
any, of the Required Reserve Account Amount over the
Available Reserve Account Amount which shall be
deposited into the Reserve Account $_______________
J. The amount equal to the amounts determined to be
payable to the Collateral Interest Holder pursuant to
subsections 2.11(a)(i), (ii) and (iii) of the Loan
Agreement $_______________
K. The balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through
(j) above which shall constitute "Shared Excess
Finance Charge Collections" with respect to other $_______________
Series in Group One.
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Monthly
Period in the following amounts:
A. Reallocated Collateral Principal Receivables $_______________
B. Reallocated Class B Principal Receivables
$_______________
<PAGE>
V. 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. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A Deficiency
Amount $_______________
2. The aggregate amount of Class B Deficiency Amount $_______________
B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and unpaid
Investor Monthly Servicing Fees $_______________
C. 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,
Servicer
By:________________________
Name:
Title:
<PAGE>
EXHIBIT C
TO SERIES 1996-4
SUPPPLEMENT
The Chase Manhattan Bank Chase Credit Card Master Monthly
Certificateholders' Statement Trust Series 1996-4 Report
Section 5.2 - Supplement Class A Class B Collateral Total
(i) Monthly Principal
Distributed ____________________________ _________
(ii) Monthly Interest
Distributed ____________________________ _________
Deficiency Amounts ____________________________ _________
Additional Interest ____________________________ _________
Accrued and Unpaid
Interest __________________ _________
___________ _________
(iii) Collections of
Principal Receivables ____________________________ ________
(iv) Collections of Finance
Charge Receivables ____________________________ ________
(v) Aggregate Amount of
Principal Receivables ________
Investor Interest ____________________________ _________
Adjusted Interest ____________________________ _________
Floating Investor
Percentage ____________________________ _________
Fixed Investor
Percentage ____________________________ _________
(vi) Receivables Delinquent
(As % of Total
Receivables)
Current
30 to 59 days _________
60 to 89 days _________
90 or more days _________
Total Receivables _________
_________
(vii) Investor Default Amount ____________________________ _________
(viii) Investor Charge-Offs ____________________________ _________
(ix) Reimbursed Investor
Charge-Offs ____________________________ _________
(x) Servicing Fee ____________________________ _________
(xi) Portfolio Yield _________
(xii) Reallocated Monthly
Principal _______________ _________
(xiii) Closing Investor
Interest ____________________________ _________
<PAGE>
The Chase Manhattan Bank Chase Credit Card Master Monthly
Certificateholders' Statement Trust Series 1996-4 Report
Section 5.2 - Supplement Class A Class B Collateral Total
(xiv) LIBOR _________
(xv) Principal Funding
Account Balance _________
(xvi) Accumulation Shortfall _________
(xvii) Principal Funding
Investment Proceeds _________
(xviii) Principal Investment
Funding Shortfall _________
(xix) Available Funds ____________________________ _________
(xx) Certificate Rate ____________________________
<PAGE>
SCHEDULE I
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Investor Certificates)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _______ __, ____
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1996-4
1. The aggregate amount of the Investor Percentage of Collec-
tions of Principal Receivables . . . . . . . . . . . . . . $________
2. The aggregate amount of Investor Percentage of Collections
of Finance Charge Receivables (excluding Interchange and
amounts with respect to Annual Membership Fees) . . . . . . $________
3. The aggregate amount of Investor Percentage of amounts
with respect to Annual Membership Fees . . . . . . . . . . $________
4. The aggregate amount of Investor Percentage of
Interchange . . . . . . . . . . . . . . . . . . . . . . . . $________
5. The aggregate amount of Servicer
Interchange . . . . . . . . . . . . . . . . . . . . . . . . $________
6. The aggregate amount of funds on deposit in the Finance
Change Account allocable to the Series 1996-4
Certificates . . . . . . . . . . . . . . . . . . . . . . . $________
7. The aggregate amount of funds on deposit in the Principal
Account allocable to the Series 1996-4 Certificates . . . . $________
8. The aggregate amount of funds on deposit in the Principal
Funding Account allocable to the Series 1996-4 Certif-
icates . . . . . . . . . . . . . . . . . . . . . . . . . . $________
9. The aggregate amount to be withdrawn from the Finance
Charge Account and paid in accordance with the Loan Agre-
ement pursuant to Section 4.11 of the Series 1996-4
Supplement . . . . . . . . . . . . . . . . . . . . . . . . $________
10. The excess, if any, of the Required Collateral Interest
over the Collateral Interest . . . . . . . . . . . . . . . $________
11. The Collateral Interest on the Transfer Date of the
current calendar month, after giving effect to the de-
posits and withdrawals specified above, is equal to . . . . $________
<PAGE>
12. The amount of Monthly Interest, Deficiency Amounts and
Additional Interest payable to the
(i) Class A Certificateholders . . . . . . . . . . . . . . $________
(ii) Class B Certificateholders . . . . . . . . . . . . . . $________
(iii) Collateral Interest Holder . . . . . . . . . . . . . $________
13. The amount of principal payable to the
(i) Class A Certificateholders . . . . . . . . . . . . . . $________
(ii) Class B Certificateholders . . . . . . . . . . . . . . $________
(iii) Collateral Interest Holder . . . . . . . . . . . . . $________
14. The sum of all amounts payable to the
(i) Class A Certificateholders . . . . . . . . . . . . . . $________
(ii) Class B Certificateholders . . . . . . . . . . . . . . $________
(iii) Collateral Interest Holder . . . . . . . . . . . . . $________
15. To the knowledge of the undersigned, no Series 1996-4 Pay
Out Event or Trust Pay Out Event has occurred except as
described below:
[If applicable, insert "none."]
IN WITNESS WHEREOF, the undersigned has duly executed this Certificates
as of this ____ day of ________, ___.
THE CHASE MANHATTAN BANK
By:____________________________
Name:
Title:
