Exhibit 4.8
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2002-6 Certificateholders
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SERIES 2002-6 SUPPLEMENT
Dated as of September 30, 2002
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
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CHASE CREDIT CARD MASTER TRUST
Series 2002-6
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TABLE OF CONTENTS
SECTION 1. Designation................................................1
SECTION 2. Definitions................................................1
SECTION 3. Servicing Compensation and Assignment of Interchange......12
SECTION 4. Reassignment and Transfer Terms...........................13
SECTION 5. Delivery and Payment for the Investor Certificates........14
SECTION 6. Form of Delivery of Investor Certificates.................14
SECTION 7. Article IV of Agreement...................................14
SECTION 8. Article V of the Agreement................................25
SECTION 9. Series 2002-6 Pay Out Events..............................28
SECTION 10. Series 2002-6 Termination.................................29
SECTION 11. Counterparts..............................................29
SECTION 12. (a) Governing Law........................................29
SECTION 13. No Petition...............................................30
SECTION 14. Amendment to Agreement....................................30
SECTION 15. Tax Representation and Covenant...........................30
SECTION 16. Transfers of the Certificates.............................31
SECTION 17. Compliance with Withholding Requirements..................33
SECTION 18. Tax Characterization of the Certificates..................33
SECTION 19. ERISA Legend..............................................33
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the
Trustee
EXHIBIT C Form of Monthly Series 2002-6 Certificateholder's Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE 1 Schedule to Exhibit C of the Pooling and Servicing Agreement
With Respect to the Investor Certificate
i
SERIES 2002-6 SUPPLEMENT, dated as of September 30, 2002
(this "Series Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK, as Transferor prior to June 1, 1996 and as Servicer,
and THE BANK OF NEW YORK, as Trustee under the Third Amended and Restated
Pooling and Servicing Agreement dated as of November 15, 1999, as amended
by the First Amendment thereto dated as of March 31, 2001, and the Second
Amendment thereto, dated as of March 1, 2002, 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;
On the Closing Date, the Certificates will be deposited
by the Transferor in the Chase Credit Card Owner Trust 2002-6 (the "Owner
Trust") and pledged by the Owner Trustee to an indenture trustee to secure
certain notes to be issued by the Owner Trust.
SECTION 1 Designation.
(a) There is hereby created a Series of Investor
Certificates to be issued in a single class pursuant to the Agreement and
this Series Supplement and to be known as the "Series 2002-6 Certificates."
The Series 2002-6 Certificates shall be substantially in the form of
Exhibit A hereto.
(b) Series 2002-6 shall be included in Group One (as
defined below). Series 2002-6 shall not be subordinated to any other
Series.
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 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 2002-6) 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(e).
"Accumulation Period Reserve Account" shall have the
meaning specified in subsection 4.14(a).
"Accumulation Period 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 Accumulation Period 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
Accumulation Period 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.
"Accumulation Period Reserve Account Surplus" shall mean,
with respect to any date of determination, the amount by which the amount
on deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the
meaning specified in subsection 4.14(c).
"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
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the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to
the Certificates for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to
any date of determination, an amount equal to the Investor Interest as of
such date minus the Principal Funding Account Balance as of such date.
"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.
"Assignee" shall have the meaning specified in subsection
16(a).
"Available Accumulation Period Reserve Account Amount"
shall mean, with respect to any Transfer Date, the lesser of (a) the amount
on deposit in the Accumulation Period Reserve Account on such date (after
taking into account any interest and earnings retained in the Accumulation
Period Reserve Account pursuant to subsection 4.14(b) on such date, but
before giving effect to any deposit made or to be made in the Accumulation
Period Reserve Account on such date) and (b) the Required Accumulation
Period Reserve Account Amount.
"Available Investor Finance Charge Collections" shall
mean, with respect to any Monthly Period, an amount equal to the sum of (a)
the 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 Investor
Interest, the Principal Funding Investment Proceeds arising pursuant to
subsection 4.13(b), if any, with respect to the related Transfer Date and
(c) the Accumulation Period Reserve Draw Amount (up to the Available
Accumulation Period Reserve Account Amount) plus any amounts of interest
and earnings described in subsections 4.14(b), 4.14 (c) and 4.14(d) which
will be deposited into the Finance Charge Account on the related Transfer
Date.
"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 Principal Collections with respect to such Monthly Period which
pursuant to Section 4.11 are required to fund the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Investor
Servicing Fee, plus (c) the amount of Shared Principal Collections with
respect to other Series that are allocated to Series 2002-6 in accordance
with subsection 4.12(b).
"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
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Note Interest Requirement, the Class B Note Interest Requirement and the Net
Class C Note Interest Requirement, each for the related Note 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; provided, however, that with respect to
the August 2002, September 2002 and October 2002 Monthly Periods, Base Rate
shall mean the sum of (i) the weighted average of the Class A Note Interest
Rate, the Class B Note Interest Rate and the Class C Note Interest Rate and
(ii) 2%; provided that the Class A Note Interest Rate, the Class B Note
Interest Rate and the Class C Note Interest Rate shall be determined based on
LIBOR as calculated for the related Interest Periods pursuant to the Series
2002-4 Supplement to the Agreement plus (x) in the case of the Class A Note
Interest Rate, 0.06% per annum, (y) in the case of the Class B Note Interest
Rate, 0.35% per annum and (z) in the case of the Class C Note Interest Rate
1.05% per annum.
"Certificateholders" shall mean the Persons in whose
names the Series 2002-6 Certificates are registered in the Certificate
Register.
"Certificate Reassignment Date" shall mean the date on
which the Investor Certificates are retransferred to the Transferor in
accordance with the terms specified in Section 4 of this Series Supplement
and subsection 12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by
the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the
meaning set forth in the Indenture.
"Class B Note Interest Requirement" shall have the
meaning set forth in the Indenture.
"Closing Date" shall mean September 30, 2002.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior to
the Scheduled Principal Allocation Commencement Date, $77,000,000;
provided, however, that if the commencement of the Controlled Accumulation
Period is determined to be less than 12 months pursuant to subsection
4.9(e), the Controlled Accumulation Amount for each Transfer Date with
respect to the Controlled Accumulation Period prior to the Scheduled
Principal Allocation Commencement Date, will be equal to (x) 84% of the
Initial Investor Interest divided by (y) the number of Monthly Periods in
the Controlled Accumulation Period as determined pursuant to subsection
4.9(e) and (b) for any Transfer Date with respect to the Controlled
Accumulation Period after the Scheduled Principal Allocation Commencement
Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at the
close of business on August 31, 2004 or
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such later date as is determined in accordance with subsection 4.9(e) and
ending on the first to occur of (a) the commencement of the Rapid Amortization
Period and (b) the Series 2002-6 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) the
actual number of days in the Interest Period beginning on the Distribution
Date preceding such Transfer Date divided by 360, (b) the Class A Note
Interest Rate and (c) 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).
"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 certificates of all outstanding Series, not subject
to reallocation, which are on deposit or to be deposited in the Principal
Account on such date.
"Distribution Date" shall mean November 15, 2002 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.
"Finance Charge Shortfall" shall mean, with respect to
any Transfer Date, the excess, if any, of the amount distributable pursuant
to subsections 4.9(a)(i) through (viii) over Available Investor Finance
Charge Collections.
"Fitch" shall mean Fitch, Inc., doing business as Fitch
Ratings, and any successor thereto.
"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
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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 quotient of (A) the sum of (I) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period multiplied by the actual number of days in the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (II) 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, multiplied by the actual number of days in the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period divided by (B) the actual number
of days in 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 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 quotient of (A) the sum of (I) the aggregate
amount of Principal Receivables in the Trust as of the close of business on
the last day of the prior Monthly Period multiplied by the actual number of
days in the period from and including the first day of such Monthly Period
to but excluding the related Addition Date or Removal Date and (II) 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, multiplied by the
actual number of days in the period from and including the related Addition
Date or Removal Date to
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and including the last day of such Monthly Period divided by (B) the actual
number of days in such Monthly Period.
"Group One" shall mean Series 2002-6 and each other
Series specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as
of September 30, 2002 between the Chase Credit Card Owner Trust 2002-6 and
The Bank of New York, as indenture trustee.
"Initial Investor Interest" shall mean the initial
aggregate principal amount of the Certificates, which is $1,100,000,000.
"Initial Purchaser" shall have the meaning set forth in
subsection 16(c).
"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 Certificates" shall mean the Series 2002-6
Certificates.
"Investor Charge-Offs" shall have the meaning specified
in Section 4.10.
"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 (a) the Initial Investor Interest, minus
(b) the aggregate amount of principal payments made to the Certificates
prior to such date and minus (c) the aggregate amount of Investor
Charge-Offs pursuant to Section 4.10 and Reallocated Principal Collections
pursuant to Section 4.11 plus (d) the aggregate amount of Available
Investor Finance Charge Collections allocated and available on all prior
Transfer Dates pursuant to subsection 4.9(a)(vi) for the purpose of
reimbursing the amount of any reduction pursuant to clause (c); provided,
however, that the Investor Interest may not be reduced below zero.
"Investor Percentage" shall mean for any Monthly Period,
(a) with respect to Collections of Finance Charge Receivables and Default
Amounts at any time and Collections of Principal Receivables during the
Revolving Period, the Floating Investor Percentage and (b) with respect to
Collections of Principal Receivables during the Controlled Accumulation
Period or the Rapid Amortization Period, the Fixed Investor Percentage.
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"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), 4.5(b)(ii), 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)(v) and (vi) 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.
"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 October 31, 2002.
"Monthly Principal Payment" shall mean with respect to
any Monthly Period, for all Series (including Series 2002-6) 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 Period (as such
terms are defined in the related Supplements for all Series), and (e) such
other amounts as may be specified in the related Supplements for all
Series.
"Monthly Principal Reallocation Amount" shall mean with
respect to any Monthly Period an amount equal to the sum of (A) the lower
of (i) the excess of the Class A Note Interest Requirement over the
Available Investor Finance Charge Collections allocated with respect
thereto pursuant to subsection 4.9(a)(i) and (ii) the greater of (a) (x)
the product of (I) 16% and (II) the Initial Investor Interest minus (y) the
amount of unreimbursed Investor Charge-Offs (after giving effect to
Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Distribution Date)
and (b) zero; and (B) the lower of (i) the excess of the Class B Note
Interest Requirement and the Net Investor Servicing Fee over the Available
Investor Finance Charge Collections allocated with respect thereto pursuant
to subsections 4.9(a)(i) and 4.9(a)(ii) and (ii) the greater of (a) the
product of (I) 9% and (II) the Initial Investor Interest minus the amount
of unreimbursed Investor Charge-Offs (after giving
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effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections as of the previous Distribution
Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the
meaning set forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of
the Investor Servicing Fee allocable to the Series 2002-6 Certificates with
respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth
in the Indenture.
"Note Interest Requirement" shall have the meaning set
forth in subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set
forth in the Indenture.
"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 2002-6 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 Accumulation Period Reserve Draw Amount (up to the Available
Accumulation Period Reserve Account Amount) plus any amounts of interest
and earnings described in subsections 4.14(b), 4.14(c) and 4.14(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 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; provided, however, that with
respect to the August 2002, September 2002 and October 2002 Monthly
Periods, Portfolio Yield shall mean "Portfolio Yield" as calculated in
accordance with the definition thereof in the Series 2002-4 Supplement to
the Agreement.
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"Principal Funding Account" shall have the meaning set
forth in subsection 4.13(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 2002-6 Termination Date and (b) the
termination of the Trust pursuant to Section 12.1.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and
Fitch.
"Rating Agency Condition" shall mean, with respect to
Series 2002-6, the written confirmation of the Rating Agency that a
specified event or modification of the terms of Series 2002-6 will not
result in the withdrawal or downgrade of the rating of any class of the
Asset Backed Notes of Chase Credit Card Owner Trust 2002-6 then in effect.
"Reallocated Principal Collections" shall mean with
respect to any Transfer Date, Investor Principal Collections applied in
accordance with Section 4.11 in an amount not to exceed the lesser of the
Monthly Principal Reallocation Amount for the related Monthly Period and
the Investor Interest after giving effect to any Investor Charge-Offs for
such Transfer Date.
"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 Accumulation Period Reserve Account Amount"
shall mean, with respect to any Transfer Date on or after the Accumulation
Period Reserve Account Funding Date, an amount equal to the product of (i)
84.0%, (ii) the Initial Investor Interest and (iii) 0.5%; provided,
however, that (i) if the Accumulation Period Length is one month and the
Transferor has provided the Servicer and the Trustee with evidence that the
Rating Agency Condition has
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been satisfied, the Required Accumulation Period Reserve Account Amount shall
be zero (0), (ii) if the Accumulation Period Length is two months and the
Transferor has provided the Servicer and the Trustee with evidence that the
Rating Agency Condition has been satisfied, the Required Accumulation Period
Reserve Account Amount shall be equal to the product of (I) 84.0%, (II) the
Initial Investor Interest and (III) 0.25%, (iii) if the Accumulation Period
Length is four or five months, the Required Accumulation Period Reserve
Account Amount shall be equal to the product of (I) 84.0%, (II) the Initial
Investor Interest and (III) 0.75%, and (iv) if the Accumulation Period Length
is six or more months, the Required Accumulation Period Reserve Account Amount
shall be equal to the product of (I) 84.0%, (II) the Initial Investor Interest
and (III) 1.00%.
"Required Amount" shall have the meaning set forth in
Section 4.8.
"Required Owner Trust Spread Account Amount" shall have
the meaning set forth in the Indenture.
"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.
"Scheduled Principal Allocation Commencement Date" shall
mean the September 2005 Distribution Date.
"Series 2002-6" shall mean the Series of the Chase Credit
Card Master Trust represented by the Investor Certificates.
"Series 2002-6 Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 2002-6 Termination Date" shall mean the earliest
to occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the January 2008 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
Controlled Deposit Amount 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%.
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"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 4.9(a)(ix) allocated to the Series
2002-6 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 Investor 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.
"Targeted Holder" shall mean each holder of a right to
receive interest or principal with respect to the Investor Certificates (or
other interests in the Trust), other than certificates (or other such
interests) with respect to which an opinion is rendered that such
certificates (or other such interests) will be treated as debt for federal
income tax purposes, and any holder of a right to receive any amount in
respect of the Transferor Interest; provided, that any Person holding more
than one interest each of which would cause such Person to be a Targeted
Holder shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in subsection
16(a).
SECTION 3 Servicing Compensation and Assignment of
Interchange.
(a) The share of the Servicing Fee allocable to Series
2002-6 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 numerator of which is the
number of days from and including the Closing Date to and including the
last day of the October 2002 Monthly Period and the denominator of which is
360, (ii) 2.0% and (iii) the Initial 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
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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
Certificateholders with respect to any Transfer Date (the "Net Investor
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Net
Servicing Fee Rate 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 Net Investor Servicing Fee shall
be equal to the product of (i) 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 October 2002 Monthly Period and the denominator of which is 360,
(ii) the Net Servicing Fee Rate and (iii) 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 Certificateholders be
liable therefor. The Net Investor Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution in
respect thereof pursuant to subsection 4.9(a)(iii).
(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
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.
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SECTION 5 Delivery and Payment for the Investor
Certificates.
The Transferor shall execute and deliver the Series
2002-6 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 Form of Delivery of Investor Certificates.
The Certificates shall be delivered as Registered
Certificates as provided in Section 7.1.
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 THE CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholders.
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 Accumulation Period Reserve Account and the
Distribution Account. 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 Accumulation Period 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
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Collection Account, allocate to the 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) (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(a)(ii)(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)(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.
(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 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) (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(b)(ii)(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)(ii)(B) with respect to any Date of Processing shall be
paid to the Holder of the
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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 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 (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) (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
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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 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 shall 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 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 deemed to include amounts which would
otherwise have been deposited therein on a daily basis.
SECTION 4.6 Determination of Required Monthly Interest
Payment.
The amount of monthly interest distributable to the
Series Certificates shall be an amount equal to the sum of the Class A Note
Interest Requirement, the Class B Note Interest Requirement and the Net
Class C Note Interest Requirement (collectively, the "Note Interest
Requirement"); provided, however, that with respect to the first
Distribution Date, each of the Class A Note Interest Requirement, the Class
B Note Interest Requirement and the Net Class C Note Interest Requirement
will include accrued interest at the applicable Note Interest Rate from the
Closing Date through November 14, 2002.
SECTION 4.7 Determination of Monthly Principal Payments.
The amount of monthly principal distributable from the
Principal Account with respect to the Investor Certificates on each
Transfer Date, 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, the Controlled Deposit
Amount for such Transfer Date and (iii) the Adjusted Investor Interest on
such Transfer Date prior to any deposit into the Principal Funding Account
to be made on such day.
SECTION 4.8 Coverage of Required Amount.
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On or before each Transfer Date, the Servicer will
determine the amount (the "Required Amount") by which (A) the sum of (i)
the Class A Note Interest Requirement, (ii) the Class B Note Interest
Requirement and (iii) the Net Class C Note Interest Requirement plus (B)
the Net Investor Servicing Fee for the prior Monthly Period plus (C) the
Net Investor Servicing Fee, if any, due but not paid on any prior Transfer
Date plus, (D) the Investor Default Amount for the prior Monthly Period, if
any, exceeds the amount of Available Investor Finance Charge Collections
for such Monthly Period. In the event the Required Amount is greater than
zero, the Servicer shall give written notice to the Trustee of such
positive Required Amount for such Transfer Date and all or a portion of the
Shared Excess Finance Charge Collections allocable to Series 2002-6 with
respect to such Transfer Date in an amount equal to the Required Amount, to
the extent available, for such Transfer Date shall be distributed from the
Finance Charge Account on such Transfer Date in accordance with the
priority of payments set forth in subsection 4.9(a).
SECTION 4.9 Monthly Payments.
On or before each Transfer Date, the Servicer shall
instruct the Trustee and the Paying Agent 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 Available Investor Finance
Charge Collections for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to Class A Note Interest
Requirement for the related Transfer Date, shall be distributed by
the Servicer or the Trustee to the Certificateholders;
(ii) an amount equal the Class B Note Interest
Requirement for the related Transfer Date shall be distributed by
the Servicer or the Trustee to the Certificateholders;
(iii) an amount equal to the Net Investor
Servicing Fee for such Transfer Date plus the amount of any Net
Investor Servicing Fee due but not paid to the Servicer on any prior
Transfer Date shall be distributed to the Servicer;
(iv) an amount equal to the Net Class C Note
Interest Requirement for the related Transfer Date, shall be
distributed by the Servicer or the Trustee to the Certificateholders;
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(v) an amount equal to the Investor Default
Amount, if any, for the preceding Monthly Period shall be treated as
a portion of Available Investor Principal Collections and deposited into
the Principal Account on such Transfer Date;
(vi) an amount equal to the aggregate amount by
which the Investor Interest has been reduced below the Initial
Investor Interest for reasons other than the payment of principal to the
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be deposited
in the Principal Account on such Transfer Date and treated as a portion
of Available Investor Principal Collections;
(vii) on and after the Accumulation Period
Reserve Account Funding Date, but prior to the date on which the
Accumulation Period Reserve Account terminates, the Trustee will deposit
an amount up to the excess, if any, of the Required Accumulation Period
Reserve Account Amount over the Available Accumulation Period Reserve
Account Amount into the Accumulation Period Reserve Account;
(viii) an amount equal to the excess, if any, of
the Required Owner Trust Spread Account Amount over the amount then
on deposit in the Owner Trust Spread Account will be paid to the
Certificateholders; and
(ix) the balance, after payments made pursuant
to clauses (i) through (viii) above, first will be treated as Excess
Finance Charge Collections which will be available to cover shortfalls,
if any, in amounts payable from collections of Finance Charge Receivables
with respect to other Series in accordance with the Agreement, and then
the balance, if any, remaining after any such sharing will be paid to the
Certificateholders.
To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of Available Investor
Finance Charge Collections as described above, the Servicer shall instruct
the Trustee and any Paying Agent 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
2002-6 in the priority set forth above.
(b) 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:
(i) 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 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,
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shall remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series other than this Series
2002-6; and
(ii) 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 subsection 4.9(b)(i) 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(b)(ii) 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.
(c) 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 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, the applicable
Controlled Deposit Amount for such Transfer Date and (iii) the Adjusted
Investor Interest prior to any deposits on such Transfer Date, shall be
(A) during the Controlled Accumulation Period, deposited into the
Principal Funding Account, and (B) during the Rapid Amortization Period
paid to the Certificateholders; and
(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(c)(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 2002-6; 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 subsection 4.9(c)(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(c)(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
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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.
(d) On the Transfer Date immediately preceding the
Scheduled Principal Allocation Commencement Date (and on each Distribution
Date thereafter during the Controlled Accumulation Period), the Trustee or
the Paying Agent, acting in accordance with instructions from the Servicer,
shall pay to the Certificateholders an amount equal to the amount on
deposit in the Principal Funding Account on the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled to
commence at the close of business on the last day of the August 2004
Monthly Period; 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 Scheduled Principal Allocation Commencement Date at least
equal to the Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least equal
the Accumulation Period Length. On the June 2004 Determination 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.
On or before each Transfer Date, the Servicer shall
calculate the Investor Default Amount. If on any Transfer Date, the
Investor Default Amount for the prior Monthly Period exceeds the sum of the
amount allocated with respect thereto pursuant to subsection 4.9(a)(v),
with respect to such Monthly Period, the Investor Interest (after giving
effect to reductions for any Reallocated Principal Collections on such
Transfer Date) will be reduced by the amount of such excess (such amount,
an "Investor Charge-Off"), but not by more than the lesser of the Investor
Default Amount and the Investor Interest (after giving effect to reductions
for any Reallocated Principal Collections on such Transfer Date) for such
Transfer Date. In the event that such reduction would cause the Investor
Interest to be a negative number, the Investor Interest will be reduced to
zero, and no further amounts shall be allocated to the Investor
Certificate. If the Investor Interest has been reduced by the amount of any
Investor Charge-Offs or Reallocated Principal Collections, such reductions
will be reimbursed on any Transfer Date (but not by an amount in excess of
the aggregate unreimbursed Investor Charge-Offs and unreimbursed
Reallocated Principal Collections) by the amount of Available Investor
Finance Charge Collections allocable to Series 2002-6 allocated and
available for such purpose pursuant to subsection 4.9(a)(vi).
SECTION 4.11 Reallocated Principal Collections.
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On or before each Transfer Date, the Servicer shall
instruct the Trustee and the Paying Agent 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 with respect
to such Transfer Date in an amount equal to the lesser of the Available
Principal Collections and the Monthly Principal Reallocation Amount for the
preceding Monthly Period, and apply such amounts on such Transfer Date in
accordance with the priority set forth in Section 4.9(a) hereof. On each
Transfer Date the Investor Interest shall be reduced by the amount of
Reallocated Principal Collections for such Transfer Date.
SECTION 4.12 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 2002-6 on any Transfer Date shall be
applied as Available Investor Principal Collections pursuant to Section 4.9
and shall be deposited in the Distribution Account.
(b) Shared Principal Collections allocable to Series
2002-6 with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 2002-6 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 2002-6 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 2002-6 for such
Transfer Date and the denominator of which is the aggregate amount of the
Cumulative Series Principal Shortfall for all Series for such Transfer
Date.
SECTION 4.13 Principal Funding Account.
(a) The Trustee, or the Servicer, on its behalf, shall
establish and maintain, in the name of the Trust, on behalf of the Trust,
for the benefit of the Certificateholders, an Eligible Deposit Account (the
"Principal Funding Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
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
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 which
meets 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 or the Paying Agent, 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
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Funding Account make a deposit into the Principal Funding Account in the
amount specified in, and otherwise in accordance with, subsection 4.9(c).
(b) Funds on deposit in the Principal Funding Account
shall be invested at the direction of the Servicer by the Trustee or the
Paying Agent 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 next succeeding Transfer Date.
The Trustee or the Paying Agent shall maintain for the benefit of the
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 or the Paying Agent, acting at the Servicer's direction given
before each Transfer Date, shall transfer from the Principal Funding
Account to the Finance Charge Account the Principal Funding Investment
Proceeds, but not in excess of the Covered Amount, for application as
Available Investor Finance Charge Collections applied pursuant to
subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds shall be
included as Available Investor Finance Charge Collections for such 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
Accumulation Period Reserve Account to the extent funds are available
pursuant to subsection 4.14(d) and included as Available Investor Finance
Charge Collections for such Transfer Date. 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 4.14 Accumulation Period Reserve Account.
(a) The Trustee or the Servicer on its behalf shall
establish and maintain, on behalf of the Trust, for the benefit of the
Certificateholders, an Eligible Deposit Account (the "Accumulation Period
Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Accumulation Period Reserve Account and in all
proceeds thereof. The Accumulation Period Reserve Account shall be under
the sole dominion and control of the Trustee for the benefit of the
Certificateholders. If at any time the institution holding the Accumulation
Period 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 Accumulation Period Reserve Account meeting the conditions specified in
the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Accumulation Period Reserve Account. The
Trustee or the Paying Agent, at the direction of the Servicer, shall (i)
make withdrawals from the Accumulation
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Period Reserve Account from time to time in an amount up to the Available
Accumulation Period 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 Accumulation Period Reserve Account Funding Date) prior to
termination of the Accumulation Period Reserve Account make a deposit into the
Accumulation Period Reserve Account in the amount specified in, and otherwise
in accordance with, subsection 4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve
Account shall be invested at the direction of the Servicer by the Trustee
or the Paying Agent in Permitted Investments. Funds on deposit in the
Accumulation Period Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Accumulation Period 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 next
succeeding Transfer Date. The Trustee shall maintain for the benefit of the
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 Accumulation Period
Reserve Account shall be retained in the Accumulation Period Reserve
Account (to the extent that the Available Accumulation Period Reserve
Account Amount is less than the Required Accumulation Period Reserve
Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Available Investor Finance Charge
Collections for such Transfer Date. For purposes of determining the
availability of funds or the balance in the Accumulation Period 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 Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Accumulation Period
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 Accumulation Period Reserve Account under Section 4.9(vii) with
respect to such Transfer Date.
(d) In the event that for any Transfer Date the
Accumulation Period Reserve Draw Amount is greater than zero, the
Accumulation Period Reserve Draw Amount, up to the Available Accumulation
Period Reserve Account Amount, shall be withdrawn from the Accumulation
Period Reserve Account on such Transfer Date by the Trustee or the Paying
Agent (acting in accordance with the instructions of the Servicer),
deposited into the Finance Charge Account and included in Available
Investor Finance Charge Collections for such Transfer Date.
(e) In the event that the Accumulation Period Reserve
Account balance on any Transfer Date, after giving effect to all deposits
to and withdrawals from the Accumulation Period
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Reserve Account with respect to such Transfer Date, is greater than zero, the
Trustee or the Paying Agent, acting in accordance with the instructions of the
Servicer, shall withdraw from the Accumulation Period Reserve Account, and
include as Available Investor Finance Charge Collections for such Transfer
Date, an amount equal to such Accumulation Period Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to
the Rapid Amortization Period and (iii) if the Controlled Accumulation
Period has commenced, the earlier of the first Transfer Date with respect
to the Rapid Amortization Period and the Transfer Date immediately
preceding the Scheduled Principal Allocation Commencement Date, the
Trustee, acting in accordance with the instructions of the Servicer, shall
withdraw from the Accumulation Period Reserve Account and deposit all such
amounts, if any, into the Finance Charge Account to be treated as Available
Investor Finance Charge Collections and the Accumulation Period Reserve
Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.15 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 or the Paying Agent shall make such payment or deposit from the
applicable Investor Account without instruction from the Servicer or
Transferor. The Trustee or the Paying Agent shall be required to make any
such payment, deposit or withdrawal hereunder only to the extent that the
Trustee or the Paying Agent has sufficient information to allow it to
determine the amount thereof; provided, however, that the Trustee or the
Paying Agent shall in all cases be deemed to have sufficient information to
determine the Class A Note Interest Requirement, the Class B Note Interest
Requirement, the Class C Interest Requirement, the Net Class C Interest
Requirement and the amount of the Principal Payment on each Distribution
Date. The Servicer shall, upon request of the Trustee or the Paying Agent,
promptly provide the Trustee or the Paying Agent, as applicable with all
information necessary to allow the Trustee or the Paying Agent to make such
payment, deposit or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee or the Paying Agent 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 Certificateholders:
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. On each Transfer Date, the
Trustee or the Paying Agent shall distribute (in accordance with the
certificates delivered on or before the related Transfer Date by the
Servicer to the Trustee and the Paying Agent pursuant to subsection 3.4(b))
to the Certificateholders 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)the amounts on deposit in the Distribution
Account which are payable to the Certificateholders pursuant to Section 4.9
by check mailed to the Certificateholders (at the Certificateholders'
addresses as they appear in the Certificate Register), except that in the
event the Investor Certificates are registered in the name of the nominee
of a Clearing Agency or the Owner Trust, such distribution shall be made in
immediately available funds.
SECTION 5.2 Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee or
the Paying Agent shall forward to the Certificateholders, each Rating
Agency and the Owner Trustee a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the Servicer, delivered to
the Trustee and the Paying Agent 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 basis of an original principal amount of
$1,000 per Certificate, as applicable):
(i) the amount of the current distribution
allocable to the payment of principal with respect to the
Certificates;
(ii) the amount of the current distribution
allocable to the Class A Note Interest Requirement, Class B Note
Interest Requirement, and the Net Class C Note Interest Requirement,
respectively;
(iii) the amount of Collections of Principal
Receivables processed during the related Monthly Period and
allocated in respect of the Certificates;
(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Certificates;
(v) the aggregate amount of Principal
Receivables, the Investor Interest, the Adjusted Investor Interest,
the Floating Investor Percentage and the Fixed
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Xxxxxxxx Xxxxxxxxxx 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 for
the related Monthly Period;
(viii) the aggregate amount of Investor
Charge-Offs, for the related Monthly Period;
(ix) the aggregate amount of Investor
Charge-Offs, reimbursed on the Transfer Date immediately preceding
such Distribution Date;
(x) the amount of the Investor Servicing Fee for
the related Monthly Period;
(xi) the Portfolio Yield for the preceding
Monthly Period;
(xii) the amount of Reallocated Principal
Collections with respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer Date;
(xv) the Principal Funding Investment Shortfall
on the related Transfer Date;
(xvi) the amount of Available Investor Finance
Charge Collections on deposit in the Finance Charge Account on the
related Transfer Date; and
(xvii) 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 2003,
the Trustee and the Paying Agent shall distribute to each Person who at any
time during the preceding calendar year was a Series 2002-6
Certificateholder, a statement prepared by the Servicer containing the
information required to be contained in the regular monthly report to the
Certificateholders, as set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof during
which such
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Person was a Series 2002-6 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
Certificateholders to prepare its tax returns. Such obligations of the Trustee
and the Paying Agent shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee and the
Paying Agent pursuant to any requirements of the Internal Revenue Code as from
time to time in effect.
SECTION 9 Series 2002-6 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
Certificateholders and which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Transferor by the
Trustee, or to the Transferor and the Trustee by the Holder of the
Investor Certificates and continues to affect materially and adversely
the interests of the Certificateholders;
(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 the
Investor Certificates, and (ii) as a result of which the interests of the
Certificateholders are materially and adversely affected and continue to
be materially and adversely affected for such period; provided, however,
that a Series 2002-6 Pay Out Event pursuant to this subsection 9(b) 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
of the Base Rates for such period;
(d) the Transferor shall fail to convey Receivables
arising under the Additional Accounts, or Participations, to the
Trust, as required by subsection 2.6(a);
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(e) any Servicer Default shall occur which would have a
material adverse effect on the Certificateholders;
(f) the Investor Interest shall not be paid in full on
the second Distribution Date following the Scheduled Principal
Allocation Commencement Date; or
(g) the occurrence of an Event of Default;
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 subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing
to the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 2002-6 Pay Out
Event") has occurred with respect to the Series Certificates as of the date
of such notice, and in the case of any event described in subsection 9(c),
(d), (f) or (g) hereof, a Series 2002-6 Pay Out Event shall occur without
any notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10 Series 2002-6 Termination.
The right of the Certificateholders to receive payments
from the Trust will terminate on the first Business Day following the
Series 2002-6 Termination Date.
SECTION 11 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 12 (a) Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
(b) Article 8. The Series Certificates shall be
securities governed by Article 8 of the Delaware Uniform Commercial Code,
as amended from time to time. The foregoing declaration shall not be
amended, modified, revoked or otherwise changed during the effectiveness of
this Agreement without the prior written consent of the Indenture Trustee.
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SECTION 13 No Petition.
The Transferor, the Servicer and the Trustee, by entering
into this Series Supplement and the Certificateholders, by accepting Series
2002-6 Certificates 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 Certificateholders, the Agreement or this Series Supplement.
SECTION 14 Amendment to Agreement.
By purchasing its Series 2002-6 Certificates the
Certificateholders shall be deemed to have consented (i) that JPMorgan
Chase Bank shall be replaced as Servicer with Chase Manhattan Bank USA,
National Association, as a successor servicer pursuant to an amendment of
the Agreement to be executed at such time as shall be agreed to by the
parties thereto and (ii) that the Agreement may be amended in such manner
as may be specified by Chase USA so that one or more special purpose
entities may be interposed between Chase USA and the Chase Credit Card
Master Trust so that the Transferor is one or more of such special purpose
entities; provided, that, any such amendment pursuant to this clause (ii)
shall be made only if (a) the Rating Agency Condition is satisfied and (b)
such amendment would not, but for this clause (ii), require the consent of
all of the holders of the Certificates of all Series affected by such
amendment pursuant to Section 13.1(c) of the Agreement. Nothing in clause
(ii) of this Section 14 shall be construed to mean that any such amendment
would have required, but for such clause, the consent of Certificateholders
of this or any other outstanding Series.
SECTION 15 Tax Representation and Covenant.
Any Certificateholder, other than the Owner Trust, shall
be required to represent and covenant in connection with the acquisition of
an interest in the Series 2002-6 Certificates, 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 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, (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
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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 Transfers of the Certificates.
(a) No portion of the Certificate or any interest therein
may be sold (including in the initial offering), conveyed, assigned,
hypothecated, pledged, participated, or otherwise transferred (each, a
"Transfer") except in accordance with this Section 16. No portions of the
Certificates or any interest therein may be Transferred to any Person
(other than Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee for the Chase Credit Card Owner Trust 2002-6 and
The Bank of New York, not in its individual capacity but solely in its
capacity as indenture trustee for the Chase Credit Card Owner Trust 2002-6)
(each, an "Assignee"), unless the Assignee shall have executed and
delivered the certification referred to in subsection 16(e) below. Any
attempted Transfer that would cause the number of Targeted Holders to
exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the
Servicer, and the Trustee that it is either (A)(i) a citizen or resident of
the U.S., (ii) a corporation, partnership or other entity organized in or
under the laws of the U.S. or any political subdivision thereof which, if
such entity is a tax-exempt entity, recognizes that payments with respect
to the Certificate may constitute unrelated business taxable income or
(iii) a Person not described in (i) or (ii) whose ownership of any interest
in the Certificates is effectively connected with the conduct of a trade or
business within the United States (within the meaning of the Code) or (B)
an estate or trust the income of which is includible in gross income for
U.S. federal income tax purposes. Each Assignee also shall agree that (a)
if it is a person described in clause (A)(i) or (A)(ii) above, it will
furnish to the Person from whom it is acquiring any interest in the
Certificate, the Servicer and the Trustee, a properly executed U.S.
Internal Revenue Service Form W-9 (and will agree to furnish a new Form
W-9, or any successor applicable form, upon the expiration or obsolescence
of any previously delivered form) or (b) if it is a person described in
clause (A)(iii) above, it will furnish to the person from whom it is
acquiring any interest in the Certificates, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree
to furnish a new Form W-8ECI, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws), and, in each case,
such other certifications, representations or opinions of counsel as may be
requested by the Trustee.
(c) Each Initial Purchaser of any interest in the
Certificates and any Assignee thereof shall certify to the Transferor, the
Servicer and the Trustee that, in the case of any Assignee, it has not
acquired and, in the case of each Initial Purchaser and any Assignee, it
will not sell, trade or transfer any interest in the Certificates or cause
an interest in the Certificates to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of
the Code and any treasury regulation thereunder, including, without
limitation, an over-the-counter-market or an interdealer quotation system
that regularly disseminates firm buy
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or sell quotations. In addition, any Assignee shall certify, prior to any
delivery or Transfer to it of any Certificates that it is not and will not
become, for so long as it holds an interest in the Certificates, a
partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes or, if it is such a Person, the Certificates will represent not
more than 50% of the value of all of its assets. Each Initial Purchaser of an
interest in the Certificates acknowledges that the Opinion of Counsel to the
effect that the Trust will not be treated as a publicly traded partnership
taxable as a corporation is dependent in part on the accuracy of its
certifications described in this subsection 16(c). For purposes of this
Section 16, "Initial Purchaser" shall mean the Transferor, Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 2002-6 and The Bank of New York not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2002-6.
(d) Each Initial Purchaser of any interest in the
Certificates shall, by its acceptance of the Certificates, be deemed to
have certified and each Assignee shall certify to the Transferor, the
Servicer and the Trustee (i) that it has purchased its interest in the
Certificates for investment only and not with a view to any public
distribution thereof, (ii) that it will not offer, sell, pledge or
otherwise transfer its interest in all or any portion of the Certificates,
except in compliance with the Securities Act and other applicable laws and
only (1) to the Transferor or (2) to a limited number of institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee) and (iii) its
purchase of its interest in the Certificates is not being made in reliance
on the Prospectus. Each holder by acquiring the Certificates must represent
that it is an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or
any portion of the Certificates shall be made at the office of the Transfer
Agent and Registrar and shall be accompanied by letters of representations
from the prospective Certificateholders substantially in the form attached
as Exhibit D, executed by the ultimate beneficial purchaser of the Investor
Interest (or any portion thereof) in person or by such prospective
Certificateholders' attorney thereunto duly authorized in writing, and
receipt by the Trustee of the written consent of each of the Transferor and
the Servicer to such transfer, the Certificates (or such portion thereof)
shall be transferred upon the Certificate Register. Such transfers of all
or any portion of the Certificates shall be subject to the restrictions set
forth in this Section 16 and to such other restrictions as shall be set
forth in the letter of representations, substantially in the form attached
as Exhibit D, executed by the purchasing Certificateholders. Successive
registrations and registrations of transfers as aforesaid may be made from
time to time as desired, and each such registration shall be noted on the
Certificate Register.
(f) The Transferor and the Servicer will facilitate any
transfer of the Certificates consistent with the requirements of this
Section 16, including assisting in the determination as to whether the
number of Targeted Holders would exceed ninety-nine.
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SECTION 17 Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the
Trustee and any Paying Agent shall comply with all Federal withholding
requirements with respect to payments to the Certificateholders of
interest, original issue discount, or other amounts that the Trustee, any
Paying Agent, the Servicer or the Transferor reasonably believes are
applicable under the Code. The consent of the Certificateholders shall not
be required for any such withholding. In the event the Trustee or the
Paying Agent withholds any amount from payments made to any
Certificateholders pursuant to federal withholding requirements, the
Trustee or the Paying Agent shall indicate to such Certificateholders the
amount withheld and all such amounts shall be deemed to have been paid to
such Certificateholders and such Certificateholders shall have no claim
therefor.
SECTION 18 Tax Characterization of the Certificates.
It is the intention of the parties hereto that the
provisions of Section 3.7 of the Agreement shall not apply to cause the
Certificates to be treated as debt for Federal, state and local income and
franchise tax purposes, but rather it is the intention of the parties
hereto that the Certificates be treated for Federal, state and local income
and franchise tax purposes as representing an undivided beneficial interest
in the assets of the Trust.
SECTION 19 ERISA Legend.
Each Certificate will bear a legend or legends
substantially in the following form:
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 A BENEFIT PLAN" OR SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (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) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2002-6 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/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
By:
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Financial Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2002-6 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:
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Financial Director
THE BANK OF NEW YORK,
Trustee
By:
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
EXHIBIT A
FORM OF CERTIFICATE
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 A BENEFIT PLAN" OR SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (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) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
A-1
No. 1 $1,100,000,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2002-6 CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists
of a portfolio of MasterCard(R) and VISA(R)* 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.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CHASE CREDIT CARD OWNER TRUST 2002-6
(the "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, 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),
all proceeds of the foregoing and the other assets and interests
constituting the Trust pursuant to the Third Amended and Restated Pooling
and Servicing Agreement dated as of November 15, 1999 as amended by the
First Amendment thereto dated as of March 31, 2001, and the Second
Amendment thereto dated as of March 1, 2002 as supplemented by the Series
2002-6 Supplement dated as of September 30, 2002 (collectively, the
"Pooling and Servicing Agreement"), by and among Chase USA, as Transferor
on and after June 1, 1996, JPMorgan Chase 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.
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
Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound. This Certificate is a duly authorized
Investor Certificate entitled "Series 2002-6 Certificate" (the
"Certificate"), which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated
to the 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 Accumulation Period Reserve
Account or paid to the Certificateholder.
-------------------
MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respecitvely.
A-2
The aggregate interest represented by the Certificate at
any time in the Principal Receivables in the Trust shall not exceed an
amount equal to the Investor Interest at such time. As of the Closing Date,
the Initial Investor Interest is $1,100,000,000.
The Investor Interest on any date of determination will be
an amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such date,
and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the 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 Investor Interest
will be further reduced (such reduced amount, the "Adjusted Investor
Interest") by the aggregate principal amount of funds on deposit in the
Principal Funding Account.
In addition to the Certificate, the Transferor will
retain an undivided interest in the Trust pursuant to the Pooling and
Servicing Agreement. The Transferor Interest is the interest in the
Principal Receivables not represented by all of the Investor Certificates
issued by the Trust. The Transferor Interest may be exchanged by the
Transferor pursuant to the Pooling and Servicing Agreement for a newly
issued Series of Investor Certificates and a reduced Transferor Interest
upon the conditions set forth in the Pooling and Servicing Agreement.
The Trust shall pay to the Series 2002-6
Certificateholder an amount equal to the sum of the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Class C Note
Interest Requirement, with respect to each Interest Period, as more
specifically set forth in the Pooling and Servicing Agreement
(collectively, the "Note Interest Amount"), and will be distributed on the
Business Day preceding November 15, 2002 and 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 Certificateholder
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 the Note Interest Amount, principal will be
distributed to the Certificateholder on each Distribution Date to the
extent of Available Investor Principal Collections until the Certificate
has been paid in full. During the Controlled Accumulation Period, in
addition to monthly payments of the Note Interest Amounts, the amount on
deposit in the Principal Funding Account will be distributed as principal
to the Certificateholder on the Business Day preceding the September 2005
Distribution Date (the "Scheduled Principal Allocation Commencement 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
A-3
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 2002-6 Certificate, (ii) from other amounts constituting Available
Investor Finance Charge Collections, the sum of (A) the Class A Note Interest
Requirement, (B) the Class B Note Interest Requirement, and (C) the Net Class
C Note Interest Requirement.
On each Transfer Date, the Trustee or the Paying Agent
shall apply the Available Investor Finance Charge Collections 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 Note Interest Requirement for the related Payment Date, (ii) an
amount equal to the Class B Note Interest Requirement for the related
Payment Date, (iii) the amount of any Net Investor Servicing Fee for such
Transfer Date plus the amount of any Net Investor Servicing Fee due but not
paid on any prior Transfer Date, (iv) an amount equal to the Net Class C
Note Interest Requirement for the related Payment Date, (v) an amount equal
to the Investor Default Amount, if any, for the preceding Monthly Period,
(vi) an amount equal to the sum of the Investor Charge-Offs and the amount
of Reallocated Principal Collections which have not been previously
reimbursed, (vii) in accordance with the terms of the Pooling and Servicing
Agreement, an amount equal to the excess of the Required Accumulation
Period Reserve Account Amount over the Available Accumulation Period
Reserve Account Amount and (viii) the excess, if any, of the Required Owner
Trust Spread Account Amount over the amount then on deposit in the Owner
Trust Spread Account.
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulation 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 least of (a) the Available Investor Principal Collections on deposit
in the Principal Account, (b) the applicable Controlled Deposit Amount and
(c) the Adjusted Investor Interest prior to any deposits on such date and
from such amounts, and (i) during the Controlled Accumulation Period,
deposit such amount into the Principal Funding Account, and (ii) during the
Rapid Amortization Period, pay such amount to the Certificateholder.
Distributions with respect to this Series 2002-6
Certificate will be made by the Trustee by, except as otherwise provided in
the Pooling and Servicing Agreement, wire transfer or check mailed to the
address of the Series 2002-6 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of
this Series 2002-6 Certificate, without the presentation or surrender of
this Series 2002-6 Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase
Credit Card Master Trust. This Certificate does not represent an obligation
of, or an interest in, the Transferor or the
A-4
Servicer, and neither the Certificate nor the Accounts or Receivables are
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency. This Series 2002-6 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 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 Certificateholder or such
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations and for
the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
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 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 2002-6 Certificateholder to receive payment from the
Trust will terminate on the first Business Day following the Series 2002-6
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 or the Paying Agent 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.
This Series 2002-6 Certificate is a security governed by
Article 8 of the Delaware Uniform Commercial Code, as amended from time to
time. The foregoing declaration shall not be amended, modified, revoked or
otherwise changed during the effectiveness of the Series Supplement without
the prior written consent of the Indenture Trustee.
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.
A-5
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Certificate to be duly executed.
By:
--------------------------------------
Authorized Officer
Dated:
A-6
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Certificate of Chase Credit Card Master
Trust, Series 2002-6, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
-------------------------------------
Authorized Signatory
Dated:
A-7
EXHIBIT B
TO EXHIBIT 4.2
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
JPMORGAN CHASE BANK
CHASE CREDIT CARD MASTER TRUST SERIES 2002-6
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 2002-6
Supplement. This notice is delivered pursuant to Section 4.9.
A) JPMorgan Chase Bank 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 and
the Principal Funding 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 subsection 3(a) of the Series 2002-6
Supplement and Section 4.9 of the Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series 2002-6
Supplement:
1. Servicer Interchange $_________
2. Net Investor Servicing Fee $_________
B. Pursuant to subsection 4.9(a):
1. Class A Note Interest Requirement $_________
2. Class B Note Interest Requirement $_________
3. Net Investor Servicing Fee $_________
4. Net Class C Note Interest Requirement $_________
5. Investor Default Amount $_________
B-1
6. Investor Charge-offs $_________
7. Deposit to the Reserve Account $_________
8. Deposit to the Owner Trust Spread
Account $_________
9. Excess Finance Charge Collections $_________
C. Pursuant to subsection 4.8 and 4.9(a):
(Application of Shared Excess Finance
Charge Collections to the Required Amount)
1. Class A Note Interest Requirement $_________
2. Class B Note Interest Requirement $_________
3. Net Investor Servicing Fee $_________
4. Net Class C Note Interest Requirement $_________
5. Investor Default Amount $_________
D. Pursuant to subsection 4.9(b):
1. Amount to be treated as Shared Principal
Collections $_________
2. Amount to be paid to the holder of the
Transferor's Interest $_________
3. Unallocated Principal Collections
(Excess Funding Account) $_________
E. Pursuant to subsection 4.9(c):
1. Monthly Principal $_________
2. Amount to be treated as Shared Principal
Collections $_________
3. Amount to be paid to the holder of the
Transferor's Interest $_________
4. Unallocated Principal Collections
(Excess Funding Account) $_________
B-2
F. Pursuant to subsection 4.9(d):
1. Amount to be withdrawn from the
Principal Funding Account commencing
on the Transfer Date preceding the
Scheduled Principal Allocation
Commencement Date $_________
B-3
II. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.11 with respect to the related Monthly
Period in the following amounts:
A. Pursuant to Section 4.11:
1. Monthly Reallocated Principal
Collections $_________
III. 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. Pursuant to Section 4.6:
1. Class A Note Interest Shortfall $_________
2. Class B Note Interest Shortfall $_________
3. Class C Note Interest Shortfall $_________
B. Pursuant to Section 4.9(a)(iii):
1. Unpaid Net Investor Servicing Fee $_________
C. Pursuant to Section 4.10:
1. Aggregate amount of all unreimbursed
Investor Charge-Offs $_________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
JPMORGAN CHASE BANK,
Servicer
By:______________________
Name:
Title:
B-4
EXHIBIT C
TO EXHIBIT 4.2
JPMorgan Chase Bank Chase Credit Card Owner Trust Monthly Report
Certificateholder's Statement Series 2002-6
Section 5.2 - Supplement Series 2002-6 Total
Certificate
(i) Monthly Principal Distributed ________________________ ____________
(ii) Monthly Interest Distributed ________________________ ____________
Class A Note Interest Requirement ________________________ ____________
Class B Note Interest Requirement ________________________ ____________
Net Class C Note Interest Requirement ______________ ____________
________ ____________
(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 (Net of Defaulted Receivables) ____________
(xii) Reallocated Monthly Principal ___________ ____________
(xiii) Closing Investor Interest ________________________ ____________
(xiv) LIBOR
(xv) Principal Funding Account Balance ____________
(xvi) Accumulation Shortfall ____________
(xvii) Principal Funding Investment Proceeds ____________
(xviii) Principal Investment Funding Shortfall ____________
(xix) Available Funds ________________________ ____________
(xx) Note Rate Class A
(xxi) Note Rate Class B
(xxii) Note Rate Class C
EXHIBIT D
FORM OF TRANSFEREE REPRESENTATION LETTER
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxx 0
Xxxxxx, Xxxxxxxx 00000
The Bank of New York
Corporate Trust-ABS
000 Xxxxxxx Xxxxxx, 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2002-6
Ladies and Gentlemen:
In connection with our proposed purchase of $1,100,000,000 in principal
amount of the Chase Credit Card Master Trust, Series 2002-6 Certificate (the
"Certificate"), we confirm that:
I. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
II. We agree to be bound by the restrictions and conditions relating to
the Certificate set forth in the Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999, as amended and as
supplemented by the Series 2002-6 Supplement dated as of September 30, 2002
(the "Series 2002-6 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and among Chase
USA, as Transferor on and after June 1, 1996, JPMorgan Chase Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee ("Trustee"), and agree to be bound by, and not to reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the Certificate
except in compliance with such restrictions and conditions including but not
limited to those in Section 17 of the Series 2002-6 Supplement.
D-1
III. We agree that the Certificate may be reoffered, resold, pledged or
otherwise transferred only in compliance with the Securities Act of 1933, as
amended (the "Securities Act") and other applicable laws and only (i) to the
Transferor or (ii) to a limited number of institutional "accredited investors"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and
in a transaction exempt from the registration requirements of the Securities
Act (upon delivery of the documentation required by the Pooling and Servicing
Agreement and, if the Trustee so requires, an opinion of counsel satisfactory
to the Trustee).
IV. We have neither acquired nor will we Transfer the Certificate we
acquire (or any interest therein) or cause any part of the Certificate (or any
interest therein) to be marketed on or through an "established securities
market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code
of 1986, as amended (the "Code") and any treasury regulation thereunder,
including, without limitation, an over-the-counter-market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations.
V. We are not and will not become, for so long as we own any interest in
the Certificate, a partnership, Subchapter S corporation or grantor trust for
United States federal income tax purposes or, if we are such a Person, the
Certificate does not represent more than 50% of the value of all of our
assets.
VI. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the
laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificate is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described in
clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are
acquiring an interest in the Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9,
or any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if we are a person described in clause
(A)(iii) above, we will furnish to the person from whom we are acquiring an
interest in the Certificate, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form W-8ECI and a new Form W-8ECI, or any
successor applicable form, upon the expiration or obsolescence of any
previously delivered form (and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Trustee). We
recognize that if we are a tax-exempt entity, payments with respect to the
Certificate may constitute unrelated business taxable income.
VII. We understand that a subsequent Transfer of the Certificate will be
void if such Transfer would cause the number of Targeted Holders (as defined
in the Series 2002-6 Supplement) to exceed ninety nine.
D-2
VIII. We understand that the opinion of tax counsel that the Trust is not
a publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of the representations in paragraphs 4 and 5.
IX. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Certificate, and we and any account for which we are acting are each able to
bear the economic risk of our or its investment.
X. We are acquiring the Certificate purchased by us for our own account
or for a single account (each of which is an institutional "accredited
investor") as to which we exercise sole investment discretion.
XI. We are not (a) an "employee benefit plan" (as defined in Section 3(3)
of ERISA), including governmental plans and church plans, (b) a plan described
in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
"Code") including individual retirement accounts and Xxxxx plans, or (c) any
other entity whose underlying assets include "plan assets" (as defined in
United States Department of Labor ("DOL") Regulation Section 2510.3-101, 29
C.F.R. ss.2510.3-101 or otherwise under ERISA) by reason of a plan's
investment in the entity, including, without limitation, an insurance company
general account.
XII. We understand that any purported Transfer of any portion of the
Certificate in contravention of the restrictions and conditions in paragraphs
1 through 11 above (including any violation of the representation in paragraph
5 by an investor who continues to hold an interest in the Certificate
occurring any time after the Transfer in which it acquired such Certificate)
shall be null and void and the purported transferee shall not be recognized by
the Trust or any other person as a Certificate Holder for any purpose.
XIII. We further understand that, on any proposed resale, pledge or
transfer of the Certificate, we will be required to furnish to the Trustee and
the Registrar, such certifications and other information as the Trustee or the
Registrar may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of
the Certificate and the Pooling and Servicing Agreement pursuant to which the
Certificate was issued and we agree that if we determine to Transfer the
Certificate, we will cause our proposed transferee to provide the Transferor,
the Servicer and the Trustee with a letter substantially in the form of this
letter. We further understand that the Certificate purchased by us will bear a
legend to the foregoing effect.
XIV. The person signing this letter on behalf of the ultimate beneficial
purchaser of the Certificate has been duly authorized by such beneficial
purchaser of the Certificate to do so.
D-3
You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By: _______________________________
Name:
Title:
D-4
SCHEDULE I TO EXHIBIT 4.2
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Series 2002-6 Certificate)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _______, __
JPMORGAN CHASE BANK
CHASE CREDIT CARD OWNER TRUST SERIES 2002-6
1. The aggregate amount of the Investor Percentage of Collections
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 2002-6 Certificate..... $_______
7. The aggregate amount of funds on deposit in the Principal
Account allocable to the Series 2002-6 Certificate............ $_______
8. The aggregate amount of funds on deposit in the Principal
Funding Account allocable to the Series 2002-6 Certificate.... $_______
9. To the knowledge of the undersigned, no Series 2002-6 Pay Out
Event or Trust Pay Out Event has occurred except as described
below:........................................................ $_______
[If applicable, insert "none."]
I-1
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate as of this ___ day of _______, __.
JPMORGAN CHASE BANK
By:
----------------------------------------
Name:
Title:
I-2
