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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1999-[ ] Certificateholders
SERIES 1999-[ ] SUPPLEMENT
Dated as of [ ], 1999
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
CHASE CREDIT CARD MASTER TRUST
Series 1999-[ ]
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TABLE OF CONTENTS
Page
SECTION 1. Designation.................................................1
SECTION 2. Definitions.................................................2
SECTION 3. Servicing Compensation and
Assignment of Interchange...............................19
SECTION 4. Reassignment and Transfer Terms............................21
SECTION 5. Delivery and Payment for the
Investor Certificates...................................21
SECTION 6. Depository; Form of Delivery of
Investor Certificates...................................22
SECTION 7. Article IV of Agreement....................................22
SECTION 8. Article V of the Agreement.................................43
SECTION 9. Series 1999-[ ] Pay Out Events............................47
SECTION 10. Issuance of Additional Certificates........................48
SECTION 11. Series 1999-[ ] Termination...............................49
SECTION 12. Counterparts...............................................49
SECTION 13. Governing Law..............................................49
SECTION 14. No Petition................................................50
SECTION 15. Tax Representation and Covenant............................50
SECTION 16. Amendment to Agreement.....................................50
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1999-[ ] Certificateholders'
Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the
Investor Certificates
SERIES 1999-[ ] SUPPLEMENT, dated as of [ ], 1999 (this "Series
Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("Chase USA"), as Transferor on and after June 1, 1996, THE CHASE MANHATTAN
BANK, as Transferor prior to June 1, 1996 and as Servicer, and THE BANK OF
NEW YORK, as Trustee under the Second Amended and Restated Pooling and
Servicing Agreement dated as of September 1, 1996 between Chase USA, the
Servicer and the Trustee (as may be amended, modified or supplemented from
time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that
the Transferor and the Trustee may at any time and from time to time enter
into a supplement to the Agreement for the purpose of authorizing the
delivery by the Trustee to the Transferor for the execution and redelivery
to the Trustee for authentication of one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the
Trust shall create a new Series of Investor Certificates and shall specify
the Principal Terms thereof.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates
to be issued in two classes pursuant to the Agreement and this Series
Supplement and to be known together as the "Series 1999-[ ] Certificates."
The two classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 1999-[ ] (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1999-[ ] (the "Class B
Certificates"). The Class A Certificates and the Class B Certificates shall
be substantially in the form of Exhibits A-1 and A-2 hereto, respectively.
In addition, there is hereby created a third Class of an uncertificated
interest in the Trust which shall be deemed to be an "Investor Certificate"
for all purposes under the Agreement and this Series Supplement, except as
expressly provided herein, and which shall be known as the Collateral
Interest, Series 1999-[ ] (the "Collateral Interest").
(b) Series 1999-[ ] shall be included in Group One (as defined
below). Series 1999-[ ] shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Collateral
Interest Holder of amounts owing on the Closing Date pursuant to the Loan
Agreement. Notwithstanding the foregoing, except as expressly provided
herein, (i) the provisions of Article VI and Article XII of the Agreement
relating to the registration, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates shall not be
applicable to the Collateral Interest, (ii) the Opinion of Counsel
specified in clause (d) of the sixth sentence of Section 6.9(b) of the
Agreement shall not be required with respect to the Collateral Interest and
(iii) the Tax Opinion specified in clause (e) of the sixth sentence of
Section 6.9(b) of the Agreement shall address the effect of the issuance of
the Collateral Interest but parts (a) and (c) of any such Tax Opinion shall
not address, or be required to address, any tax consequences that shall
result to any Collateral Interest Holder.
SECTION 2. Definitions.
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles,
Sections or 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 1999-[ ]) which
are not expected to be in their revolving periods, and (c) the initial
investor interests (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.9(i).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount
for the previous Monthly Period over the amount deposited into the
Principal Funding Account pursuant to subsection 4.9(e)(i) with respect to
the Class A Certificates for the previous Monthly Period.
"Additional Certificate Date" shall have the meaning assigned
such term in subsection 10(a).
"Additional Certificates" shall have the meaning assigned such
term in subsection 10(a).
"Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the sum of (a) the Class A
Adjusted Investor Interest and (b) the Class B Investor Interest and (c)
the Collateral Interest.
"Aggregate Investor Default Amount" shall mean, with respect to
any Monthly Period, the sum of the Investor Default Amounts in respect of
such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.12 are required to fund the Class A Required Amount and the Class
B Required Amount, plus (c) the amount of Shared Principal Collections that
are allocated to Series 1999-[ ] in accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect to
any Transfer Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.15(b) on such
date, but before giving effect to any deposit made or to be made pursuant
to subsection 4.11(i) to the Reserve Account on such date) and (b) the
Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Collateral Monthly Interest (net of any available investment
earnings on amounts on deposit in the Spread Account (as defined in the
Loan Agreement) for such Monthly Period), each for the related Interest
Period, and the Investor Servicing Fee with respect to such Monthly Period
and the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Class A Additional Interest" shall have the meaning specified
in Section 4.6(a).
"Class A Adjusted Investor Interest" shall mean, with respect
to any date of determination, an amount equal to the Class A Investor
Interest minus the Principal Funding Account Balance on such date of
determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables allocated to
the Investor Certificates and deposited in the Finance Charge Account for
such Monthly Period (or to be deposited in the Finance Charge Account on
the related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.3(a) and Section 2.8 of the
Agreement and subsection 3(b) of this Series Supplement), excluding the
portion of Collections of Finance Charge Receivables attributable to
Servicer Interchange, (b) with respect to any Monthly Period during the
Controlled Accumulation Period prior to the payment in full of the Class A
Investor Interest, the Principal Funding Investment Proceeds arising
pursuant to subsection 4.14(b), if any, with respect to the related
Transfer Date and (c) the Reserve Draw Amount (up to the Available Reserve
Draw Account Amount) plus any amounts of interest and earnings described in
subsections 4.15(b) and 4.15(d) which will be deposited into the Finance
Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean from the Closing Date
through [ ], 1999 and with respect to each Interest Period thereafter, a
per annum rate equal to 0[ ]% per annum in excess of LIBOR, as determined
on the related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in whose name
a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Adjusted
Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Class A Floating Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Investor Interest
and the denominator of which is the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class A Certificates, which is $[ ].
"Class A Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning specified
in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class A
Floating Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs pursuant to
subsection 4.10(a) over Class A Investor Charge- Offs reimbursed pursuant
to subsection 4.11(b) prior to such date of determination; provided,
however, that the Class A Investor Interest may not be reduced below zero.
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the [ ]
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified
in subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Allocation of the
Collections of Finance Charge Receivables and allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b)
of this Series Supplement), excluding the portion of Collections of Finance
Charge Receivables attributable to Servicer Interchange.
"Class B Certificate Rate" shall mean from the Closing Date
through [ ], 1999, and for each Interest Period thereafter, a per annum
rate equal to 0[ ]% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in whose name
a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified in
subsection 4.6(b).
"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal to
the Investor Interest as of the close of business on the last day of the
Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class B Investor
Interest as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day; provided,
however, that, with respect to the first Monthly Period, the Class B
Floating Allocation shall mean the percentage equivalent of a fraction, the
numerator of which is the Class B Initial Investor Interest and the
denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $[ ].
"Class B Investor Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified
in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to
each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class B
Floating Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a) on
all prior Transfer Dates for which the Collateral Interest has not been
reduced, minus (e) an amount equal to the amount by which the Class B
Investor Interest has been reduced on all prior Transfer Dates pursuant to
subsection 4.10(a) and plus (f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates pursuant to subsection
4.11(d), for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
"Class B Required Amount" shall have the meaning specified in
subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the [ ]
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean [ ], 1999.
"Code" shall mean the Internal Revenue Code of 1986,
as amended.
"Collateral Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables
at any time or Principal Receivables during the Revolving Period, the
Collateral Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Allocation of
the Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b)
of this Series Supplement), excluding the portion of Collections of Finance
Charge Receivables attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning
specified in subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Collateral
Floating Allocation applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Interest as of the close of business on the last
day of the Revolving Period and the denominator of which is equal to the
Investor Interest as of the close of business on the last day of the
Revolving Period.
"Collateral Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral
Interest as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day; provided,
however, that, with respect to the first Monthly Period, the Collateral
Floating Allocation shall mean the percentage equivalent of a fraction, the
numerator of which is the Collateral Initial Interest and the denominator
of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean the aggregate initial
principal amount of the Collateral Interest, which is $[ ].
"Collateral Interest" shall mean, on any date of determination,
an amount equal to (a) the Collateral Initial Interest, minus (b) the
aggregate amount of principal payments made to the Collateral Interest
Holder prior to such date, minus (c) the aggregate amount of Collateral
Charge-offs for all prior Transfer Dates pursuant to subsection 4.10(c),
minus (d) the amount of Reallocated Principal Collections allocated
pursuant to subsections 4.12(a) and (b) on all prior Transfer Dates, minus
(e) an amount equal to the amount by which the Collateral Interest has been
reduced on all prior Transfer Dates pursuant to subsections 4.10(a) and
(b), and plus (f) the aggregate amount of Excess Spread allocated and
available on all prior Transfer Dates pursuant to subsection 4.11(h), for
the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d) and (e); provided further, however, that the Collateral
Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly interest
distributable in respect of the Collateral Interest as calculated in
accordance with subsection 4.6(c).
"Collateral Monthly Principal" shall mean the monthly principal
distributable in respect of the Collateral Interest as calculated in
accordance with subsection 4.7(c).
"Collateral Rate" shall mean, for any Interest Period, the rate
specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior to
the payment in full of the Class A Investor Interest, $[
]; provided, however, that if the Accumulation Period Length is determined
to be less than 12 months pursuant to subsection 4.9(i), the Controlled
Accumulation Amount for each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest will be equal to (x) the Class A Initial Investor Interest divided
by (y) the number of Monthly Periods in the Controlled Accumulation Period
as determined pursuant to subsection 4.9(i), and (b) for any Transfer Date
with respect to the Controlled Accumulation Period after payment in full of
the Class A Investor Interest, an amount equal to the Class B Investor
Interest as of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close
of business on [ ] or such later date as is determined in accordance with
subsection 4.9(i) and ending on the first to occur of (a) the commencement
of the Rapid Amortization Period and (b) the Series 1999-[ ] Termination
Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with
respect to any Interest Period, an amount equal to the product of (a) (i) a
fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, times (ii) the Class A
Certificate Rate in effect with respect to such Interest Period, and (b)
the Principal Funding Account Balance as of the close of business on the
Distribution Date preceding such Transfer Date (after giving effect to all
of the transactions occurring on such date).
"Credit Enhancement" shall mean (a) with respect to the Class A
Certificates, the subordination of the Class B Certificates and the
Collateral Interest, and (b) with respect to the Class B Certificates, the
subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the
Collateral Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum of
the Series Principal Shortfalls (as such term is defined in each of the
related Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject
to reallocation, which are on deposit or to be deposited in the Principal
Account on such date.
"Deficiency Amount" shall mean, at any time of determination,
the sum of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean [ ], 1999 and the fifteenth day
of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date exceed the Covered Amount determined on
such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer Date,
the sum of the amounts with respect to such Transfer Date, if any,
specified pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to
the subsections 4.11(a) through (i) over Excess Spread.
"Fitch" shall mean Fitch IBCA, Inc. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Investor Interest as of the close of business on the last day
of the Revolving Period and the denominator of which is the greater of (a)
the sum of (i) the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior Monthly
Period and (ii) the Excess Funding Amount as of the close of business on
such last day of the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided, however, that
with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs, the amount determined pursuant to clause
(a)(i) hereof shall be the qoutient of (A) the sum of (I)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
over (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 and including the last day of such Monthly
Period, over (B) the actual number of days in such Monthly Period.
"Group One" shall mean Series 1999-[ ] and each other Series
specified in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $[ ]; provided, however,
that following the issuance of any Additional Certificates pursuant to
Section 10 hereof "Initial Investor Interest" shall mean the sum of $[ ]
and the initial investor interest of such Additional Certificates.
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through
the day preceding such Distribution Date, except that the initial Interest
Period shall be the period from and including the Closing Date through the
day preceding the initial Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to the
Class A Certificates, the holder of record of a Class A Certificate, (b)
with respect to the Class B Certificates, the holder of record of a Class B
Certificate and (c) with respect to the Collateral Interest, the Collateral
Interest Holder.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination,
an amount equal to the sum of (a) the Class A Investor Interest, (b) the
Class B Investor Interest and (c) the Collateral Interest, each as of such
date.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to 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.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections
4.5(a)(ii), (iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in
each case, as applicable to such Monthly Period and (b) the aggregate
amount to be treated as Investor Principal Collections pursuant to
subsections 4.9(a)(iii) and 4.11(a), (b), (c), (d), (g) and (h) for such
Monthly Period (other than such amount paid from Reallocated Principal
Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Trustee for each Interest Period in accordance with the
provisions of Section 4.16.
"LIBOR Determination Date" shall mean [ ], 1999 for the period
from the Closing Date through [ ], 1999, and the second London Business Day
prior to the commencement of the second and each subsequent Interest
Period.
"Loan Agreement" shall mean the agreement among the Transferor,
the Servicer, the Trustee, and the Collateral Interest Holder, dated as of
the Closing Date, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and shall
end on and include [ ], 1999.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1999-[ ]) 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), (e) the
excess of the Collateral Interest as of the Transfer Date occurring in such
Monthly Period over the Required Collateral Interest for the related
Transfer Date, assuming no Accumulation Shortfall and (f) such other
amounts as may be specified in the related Supplements for all Series.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series
1999-[ ] Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the
three preceding Monthly Periods by subtracting the Base Rate from the
Portfolio Yield for such Monthly Period and deducting 0.5% from the result
for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator
of which is an amount equal to the sum of (a) the amount of Collections of
Finance Charge Receivables deposited into the Finance Charge Account and
allocable to the Investor Certificates for such Monthly Period,(b) the
Principal Funding Investment Proceeds deposited into the Finance Charge
Account on the Transfer Date related to such Monthly Period and (c) the
amount of the Reserve Draw Amount (up to the Available Reserve Account
Amount) plus any amounts of interest and earnings described in subsections
4.15(b) and (d), each deposited into the Finance Charge Account on the
Transfer Date relating to such Monthly Period, such sum to be calculated on
a cash basis after subtracting the Aggregate Investor Default Amount for
such Monthly Period, and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date to but
excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date are less than the Covered Amount determined
as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to
occur of (a) the Series 1999-[ ] 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.
"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables applied
in accordance with subsection 4.12(a) in an amount not to exceed the
product of (a) the Class B Investor Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor Percentage with
respect to the Monthly Period relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the Monthly
Period relating to such Transfer Date; provided however, that such amount
shall not exceed the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables applied
in accordance with subsections 4.12(a) and (b) in an amount not to exceed
the product of (a) the Collateral Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor Percentage with
respect to the Monthly Period relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the Monthly
Period relating to such Transfer Date; provided however, that such amount
shall not exceed the Collateral Interest after giving effect to any
Collateral Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer. The Servicer agrees that one of
such banks shall be the Agent (as defined in the Loan Agreement).
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the 12
months preceding the date of such calculation.
"Required Collateral Interest" shall mean (a) initially, $[ ]
and (b) on any Transfer Date thereafter, 9.0% of the sum of the Class A
Adjusted Investor Interest, the Class B Investor Interest and the
Collateral Interest on such Transfer Date, after taking into account
deposits into the Principal Funding Account on such Transfer Date and
payments to be made on the related Distribution Date, and the Collateral
Interest on the prior Transfer Date, after any adjustments to be made on
such date, but not less than $[ ]; provided, however, that (x) if either
(i) there is a reduction in the Collateral Interest pursuant to clause (c),
(d) or (e) of the definition of such term or (ii) a Pay Out Event with
respect to the Investor Certificates has occurred, the Required Collateral
Interest for any Transfer Date shall equal the Required Collateral Interest
for the Transfer Date immediately preceding such reduction or Pay Out
Event, (y) in no event shall the Required Collateral Interest exceed the
sum of the outstanding principal amounts of (i) the Class A Certificates
and (ii) the Class B Certificates, each as of the last day of the Monthly
Period preceding such Transfer Date after taking into account the payments
to be made on the related Distribution Date and (z) the Required Collateral
Interest may be reduced at the Transferor's option at any time if the
Transferor, the Servicer, the Collateral Interest Holder and the Trustee
have been provided evidence that the Rating Agency Condition shall have
been satisfied with respect to such reduction.
"Required Reserve Account Amount" shall mean, with respect to
any Transfer Date on or after the Reserve Account Funding Date, an amount
equal to (a) 0.50% of the outstanding principal balance of the Class A
Certificates or (b) any other amount designated by the Transferor;
provided, however, that if such designation is of a lesser amount, the
Transferor shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Transferor, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to occur
with respect to Series 1999-[ ].
"Reserve Account" shall have the meaning specified in
subsection 4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences three months prior to the
commencement of the Controlled Accumulation Period; (b) the first Transfer
Date for which the Portfolio Adjusted Yield is less than 2%, but in such
event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly Period which
commences 12 months prior to the commencement of the Controlled
Accumulation Period; (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date
with respect to the Monthly Period which commences six months prior to the
commencement of the Controlled Accumulation Period; and (d) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 4%, but
in such event the Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period
which commences four months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
following the Reserve Account Funding Date, the amount, if any, by which
the amount on deposit in the Reserve Account exceeds the Required Reserve
Account Amount.
"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out Commencement
Date.
"Series 1999-[ ]" shall mean the Series of the Chase Credit
Card Master Trust represented by the Investor Certificates.
"Series 1999-[ ] Certificateholders" shall mean the holder of
record of a Series 1999-[ ] Certificate.
"Series 1999-[ ] Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1999-[ ] Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1999-[ ] Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid
in full, (b) the [ ] Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the sum of (A) the
Controlled Deposit Amount for such Transfer Date, and (B) the excess, if
any, of the Collateral Interest for such Transfer Date over the Required
Collateral Interest for such Transfer Date and (ii) with respect to any
Transfer Date during the Rapid Amortization Period, the Adjusted Investor
Interest over (b) the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with
respect to such Monthly Period that is attributable to Interchange;
provided, however, that Servicer Interchange for a Monthly Period shall not
exceed one-twelfth of the product of (i) the Adjusted Investor Interest as
of the last day of such Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.11(k) allocated to the Series 1999-[ ]
Certificates but available to cover shortfalls in amounts paid from
Collections of Finance Charge Receivables for other Series, if any or (y)
the aggregate amount of Collections of Finance Charge Receivables allocable
to other Series in excess of the amounts necessary to make required
payments with respect to such Series, if any, and available to cover
shortfalls with respect to the Series 1999-[ ] 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.
"Special Collateral Rate" shall have the meaning set
forth in the Loan Agreement.
"Spread Account" shall have the meaning set forth in
the Loan Agreement.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Xxxxx Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).
SECTION 3. Servicing Compensation and Assignment of
Interchange. (a) The share of the Servicing Fee allocable to Series 1999-[
] 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 [ ] 1999 Monthly Period and the denominator of which is
360, (ii) 2.0% and (iii) the Investor Interest on the Closing Date. On each
Transfer Date a portion of Interchange with respect to the related Monthly
Period that is on deposit in the Finance Charge Account shall be withdrawn
from the Finance Charge Account and paid to the Servicer in payment of a
portion of the Investor Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in the
Finance Charge Account on any Transfer Date with respect to the related
Monthly Period be less than one-twelfth of 1.00% of the Adjusted Investor
Interest as of the last day of such Monthly Period, the Investor Servicing
Fee with respect to such Monthly Period will not be paid to the extent of
such insufficiency of Servicer Interchange on deposit in the Finance Charge
Account. The share of the Investor Servicing Fee allocable to the Class A
Investor Interest with respect to any Transfer Date (the "Class A Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Class A
Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer
Date, the Class A Servicing Fee shall be equal to the product of (i) the
Class A Floating Allocation, (ii) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the
last day of the [ ] 1999 Monthly Period and the denominator of which is
360, (iii) the Net Servicing Fee Rate and (iv) the Investor Interest on the
Closing Date. The share of the Investor Servicing Fee allocable to the
Class B Investor Interest with respect to any Transfer Date (the "Class B
Servicing Fee") shall be equal to one-twelfth of the product of (i) the
Class B Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the
Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the
first Transfer Date, the Class B Servicing Fee shall be equal to the
product of (i) the Class B Floating Allocation, (ii) a fraction, the
numerator of which is the number of days from and including the Closing
Date to and including the last day of the [ ] 1999 Monthly Period and the
denominator of which is 360, (iii) the Net Servicing Fee Rate and (iv) the
Investor Interest on the Closing Date. The share of the Investor Servicing
Fee allocable to the Collateral Interest with respect to any Transfer Date
(the "Collateral Interest Servicing Fee") shall be equal to one-twelfth of
the product of (i) the Collateral Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last
day of the Monthly Period preceding such Transfer Date; provided, however,
that with respect to the first Transfer Date, the Collateral Interest
Servicing Fee shall be equal to the product of (i) the Collateral Floating
Allocation, (ii) a fraction, the numerator of which is the number of days
from and including the Closing Date to and including the last day of the [
] 1999 Monthly Period and the denominator of which is 360, (iii) the Net
Servicing Fee Rate and (iv) the Investor Interest on the Closing Date.
Except as specifically provided above, the Servicing Fee shall be paid by
the cash flows from the Trust allocated to the Transferor or the
certificateholders of other Series (as provided in the related Supplements)
and in no event shall the Trust, the Trustee or the Investor
Certificateholders be liable therefor. The Class A Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to subsections 4.9(a)(ii) and
4.11(a). The Class B Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(b)(ii) and 4.11(c). The Collateral Interest Servicing Fee
shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to subsection 4.11(f) or, if
applicable, subsection 4.9(c)(i).
(b) On or before each Transfer Date, the Transferor shall
notify the Servicer of the amount of Interchange to be included as
Collections of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as
determined pursuant to this subsection 3(b). Such amount of Interchange
shall be equal to the product of (i) the aggregate amount of Interchange
with respect to such Monthly Period and (ii) the Investor Percentage with
respect to Finance Charge Receivables for such Monthly Period. On each
Transfer Date, the Transferor shall pay to the Servicer, and the Servicer
shall deposit into the Finance Charge Account, in immediately available
funds, the amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to the Investor Certificates with
respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Transferor at its
option, in accordance with the terms specified in subsection 12.2(a), on
any Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of the
Initial Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest
and (b) accrued and unpaid interest on the Investor Certificates through
the day preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates.
The Transferor shall execute and deliver the Series 1999-[ ] Certificates
to the Trustee for authentication in accordance with Section 6.1. The
Trustee shall deliver such Certificates when authenticated in accordance
with Section 6.2.
SECTION 6. Depository; Form of Delivery of Investor
Certificates.
(a) The Class A Certificates and the Class B Certificates shall
be delivered as Book-Entry Certificates as provided in Sections 6.1 and
6.10.
(b) The Depository for Series 1999-[ ] shall be The Depository
Trust Company, and the Class A Certificates and Class B Certificates shall
be initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3
shall be read in their entirety as provided in the Agreement. Article IV
(except for Sections 4.1, 4.2 and 4.3 thereof) shall be read in its
entirety as follows and shall be applicable only to the Investor
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral
Interest Holder. The Investor Certificates shall represent undivided
interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement,
(a) the Floating Investor Percentage and Fixed Investor Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (b) funds on deposit in the Collection Account, the Finance
Charge Account, the Excess Funding Account, the Principal Account, the
Principal Funding Account, the Reserve Account and the Distribution
Account. The Collateral Interest shall be subordinate to the Class A
Certificates and the Class B Certificates. The Class B Certificates shall
be subordinate to the Class A Certificates. The Transferor Certificate
shall not represent any interest in the Collection Account, the Finance
Charge Account, the Principal Account, the Excess Funding Account, the
Principal Funding Account, the Reserve Account or the Distribution Account,
except as specifically provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to
the Investor Certificateholders or the Holder of the Transferor Certificate
and pay or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal to
the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(d).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(d).
(iv) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Class A Investor Allocation on the Date of
Processing of such Collections, (2) the Investor Percentage on the
Date of Processing of such Collections and (3) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(a)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the Holder
of the Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(a)(iv)(B) with respect to
any Date of Processing shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders or the
Holder of the Transferor Certificate and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to
the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) Deposit into the Principal Account an amount equal to the
product of (A) the Collateral Allocation on the Date of Processing of
such Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(e).
(iii) Deposit into the Principal Account an amount equal to the
product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(e).
(iv) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Class A Investor Allocation on the Date of
Processing of such Collections, (2) the Investor Percentage on the
Date of Processing of such Collections and (3) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(b)(iv)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the Holder
of the Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(b)(iv)(B) with respect to
any Date of Processing shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(c) Allocations During the Rapid Amortization Period. During
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection
Account, allocate to the Investor Certificateholders and pay or deposit
from the Collection Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to
the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (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 into
any such deposit account pursuant to subsection 4.5(a), 4.5(b) or 4.5(c)
and (y) the amount required to be distributed on or prior to the related
Distribution Date to the Investor Certificateholders and (ii) if at any
time prior to such Distribution Date the amount of Collections deposited in
the Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the excess
from the Collection Account. To the extent that, in accordance with this
subsection 4.5(d), the Servicer has retained amounts which would otherwise
be required to be deposited in the Finance Charge Account or the Principal
Account with respect to any Monthly Period, the Servicer shall be required
to deposit such amounts in the Finance Charge Account or the Principal
Account on the related Transfer Date to the extent necessary to make
required distributions to the Investor Certificateholders on the related
Distribution Date, including any amounts which are required to be applied
as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account
on a monthly basis, all requirements herein to deposit amounts on a daily
basis shall be deemed to be satisfied to the extent that the required
monthly deposit is made and all references to amounts on deposit in such
accounts shall be deemed to include amounts which would otherwise have been
deposited therein on a daily basis.
SECTION 4.6 Determination of Monthly Interest.
(a) The amount of monthly interest distributable to the Class A
Certificates shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) (i) the Class A
Certificate Rate in effect with respect to the related Interest Period, and
(ii) the outstanding principal balance of the Class A Certificates
determined as of the close of business on the Distribution Date preceding
the related Transfer Date (after giving effect to all of the transactions
occurring on such date) (the "Class A Monthly Interest"); provided,
however, that with respect to the first Distribution Date, Class A Monthly
Interest will include, accrued interest at the Class A Certificate Rate
from the Closing Date through [ ], 1999; provided, further, that in
addition to Class A Monthly Interest an amount equal to the amount of any
unpaid Class A Deficiency Amounts, as defined below, plus an amount equal
to the product of (A) (1) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which
is 360, times (2) the sum of the Class A Certificate Rate in effect with
respect to the related Interest Period, plus 2% per annum, and (B) any
Class A Deficiency Amount from the prior Transfer Date, as defined below
(or the portion thereof which has not theretofore been paid to Class A
Certificateholders) (the "Class A Additional Interest") shall also be
distributable to the Class A Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class A Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.6(a) as of the prior Interest Period over the
amount actually transferred to the Distribution Account for payment of such
amount.
(b) The amount of monthly interest distributable to the Class B
Certificates shall be an amount equal to the product of (i) (A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class B
Certificate Rate in effect with respect to the related Interest Period and
(ii) the outstanding principal balance of the Class B Certificates
determined as of the close of business on the Distribution Date preceding
the related Transfer Date (after giving effect to all of the transactions
occurring on such date) (the "Class B Monthly Interest"); provided,
however, that with respect to the first Distribution Date, Class B Monthly
Interest will include accrued interest at the Class B Certificate Rate from
the Closing Date through [ ], 1999; provided, further, that in addition to
the Class B Monthly Interest an amount equal to the amount of any unpaid
Class B Deficiency Amounts, as defined below, plus an amount equal to the
product of (A) (1) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator of which is 360,
times (2) the sum of the Class B Certificate Rate in effect with respect to
the related Interest Period, plus 2% per annum, and (B) any Class B
Deficiency Amount from the prior Transfer Date, as defined below (or the
portion thereof which has not theretofore been paid to Class B
Certificateholders) (the "Class B Additional Interest") shall also be
distributable to the Class B Certificates, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available, into the
Distribution Account. The "Class B Deficiency Amount" for any Transfer Date
shall be equal to the excess, if any, of the aggregate amount accrued
pursuant to this subsection 4.6(b) as of the prior Interest Period over the
amount actually transferred to the Distribution Account for payment of such
amount.
(c) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the sum of:
(A) the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which
is 360, times (B) the Collateral Rate in effect with respect to the related
Interest Period, and (ii) the Collateral Interest less the amount on
deposit in the Spread Account, determined in each case as of the close of
business on the Distribution Date preceding the related Transfer Date
(after giving effect to all of the transactions occurring on such date);
provided, however, that for the purposes of determining Collateral Monthly
Interest only, the Collateral Rate shall not exceed a per annum rate of
1.5% in excess of LIBOR as determined on the related LIBOR Determination
Date; and
(B) the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which
is 360, times (B) the Special Collateral Rate in effect with respect to the
related Interest Period, and (ii) the amount on deposit in the Spread
Account as of the close of business on the Distribution Date preceding the
related Transfer Date (after giving effect to all of the transactions
occurring on such date) (collectively, with amount calculated in subclause
(a) above, the "Collateral Monthly Interest").
SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each Transfer
Date ("Class A Monthly Principal"), beginning with the Transfer Date in the
month following the month in which the Controlled Accumulation Period or,
if earlier, the Rapid Amortization Period, begins, shall be equal to the
least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation Period prior to
the Class A Scheduled Payment Date, the Controlled Deposit Amount for such
Transfer Date and (iii) the Class A Adjusted Investor Interest on such
Transfer Date prior to any deposit into the Principal Funding Account to be
made on such day.
(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each Transfer
Date (the "Class B Monthly Principal"), for the Controlled Accumulation
Period, beginning with the Transfer Date following the Monthly Period in
which the Class A Investor Interest has been paid in full, and during the
Rapid Amortization Period, beginning with the Transfer Date immediately
preceding the Distribution Date on which the Class A Investor Interest has
been paid in full, shall be an amount equal to the lesser of (i) the
Available Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly
Principal on such Transfer Date) and (ii) the Class B Investor Interest
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the Revolving
Period following any reduction of the Required Collateral Interest pursuant
to clause (z) of the proviso in the definition thereof an amount equal to
the lesser of (1) the excess, if any, of the Collateral Interest (after
taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) over the Required Collateral Interest
on such Transfer Date and (2) the Available Investor Principal Collections
on such Transfer Date or (B) during the Controlled Accumulation Period or
Rapid Amortization Period, an amount equal to the lesser of (1) the excess,
if any, of the Collateral Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.10 and
4.12) over the Required Collateral Interest on such Transfer Date and (2)
the excess, if any, of (i) the Available Investor Principal Collections on
such Transfer Date over (ii) the sum of the Class A Monthly Principal and
the Class B Monthly Principal for such Transfer Date.
SECTION 4.8 Coverage of Required Amount. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which the sum of (i) the Class A Monthly
Interest for such Transfer Date, plus (ii) the Class A Deficiency Amount,
if any, for such Transfer Date, plus (iii) the Class A Additional Interest,
if any, for such Transfer Date, plus (iv) the Class A Servicing Fee for the
prior Monthly Period plus (v) the Class A Servicing Fee, if any, due but
not paid on any prior Transfer Date, plus (vi) the Class A Investor Default
Amount, if any, for the prior Monthly Period, exceeds the Class A Available
Funds for the related Monthly Period.
(b) On or before each Transfer Date, the Servicer shall also
determine the amount (the "Class B Required Amount"), if any, equal to the
sum of (i) the amount, if any, by which the sum of (A) the Class B Monthly
Interest for such Transfer Date, plus (B) the Class B Deficiency Amount, if
any, for such Transfer Date plus (C) the Class B Additional Interest, if
any, for such Transfer Date, plus (D) the Class B Servicing Fee for the
prior Monthly Period plus (E) the Class B Servicing Fee, if any, due but
not paid on any prior Transfer Date, exceeds the Class B Available Funds
for the related Monthly Period plus (ii) the Class B Investor Default
Amount, if any, for the prior Monthly Period.
(c) In the event that the sum of the Class A Required Amount
and the Class B Required Amount for such Transfer Date is greater than
zero, the Servicer shall give written notice to the Trustee of such
positive Class A Required Amount or Class B Required Amount on or before
such Transfer Date. In the event that the Class A Required Amount for such
Transfer Date is greater than zero, all or a portion of the Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 1999-[ ]
with respect to such Transfer Date in an amount equal to the Class A
Required Amount, to the extent available, for such Transfer Date shall be
distributed from the Finance Charge Account on such Transfer Date pursuant
to subsection 4.11(a). In the event that the Class A Required Amount for
such Transfer Date exceeds the amount of Excess Spread and Shared Excess
Finance Charge Collections allocable to Series 1999-[ ] with respect to
such Transfer Date, the Collections of Principal Receivables allocable to
the Collateral Interest and the Collections of Principal Receivables
allocable to the Class B Certificates with respect to the prior Monthly
Period shall be applied as specified in Section 4.12. In the event that the
Class B Required Amount for such Transfer Date exceeds the amount of Excess
Spread and Shared Excess Finance Charge Collections allocable to Series
1999-[ ] available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable to
the Collateral Interest (after application to the Class A Required Amount)
shall be applied as specified in Section 4.12; provided, however, that the
sum of any payments pursuant to this paragraph shall not exceed the sum of
the Class A Required Amount and Class B Required Amount.
SECTION 4.9 Monthly Payments. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such
Transfer Date or the related Distribution Date, as applicable, to the
extent of available funds, the amounts required to be withdrawn from the
Finance Charge Account, the Principal Account, the Principal Funding
Account and the Distribution Account as follows:
(a) An amount equal to the Class A Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following
priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount for
such Transfer Date, plus the amount of any Class A Additional
Interest for such Transfer Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but
not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iii) an amount equal to the Class A Investor Default Amount,
if any, for the preceding Monthly Period shall be treated as a
portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class B Monthly Interest for such
Transfer Date, plus the amount of any Class B Deficiency Amount for
such Transfer Date, plus the amount of any Class B Additional
Interest for such Transfer Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due but
not paid to the Servicer on any prior Transfer Date for such Transfer
Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(c) An amount equal to the Collateral Available Funds deposited
into the Finance Charge Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
(i) if none of the Transferor, an Affiliate thereof or the
Trustee is the Servicer, an amount equal to the Collateral Interest
Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the Servicer on
any prior Transfer Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the Collateral Monthly Principal for
such Transfer Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement;
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(d)(i) above and the denominator of which is equal to
the sum of the Available Investor Principal Collections available for
sharing as specified in the related Supplement for each Series and
(2) the Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal Account
to be treated as Shared Principal Collections and applied to Series
other than this Series 1999-[ ]; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsections 4.9(d)(i) and (ii)
above shall be paid to the Holder of the Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.9(d)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the application of
payments referred to in subsection 4.3(b)) and otherwise deposited
into the Excess Funding Account.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period shall be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date, shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B) during
the Rapid Amortization Period, deposited into the Distribution
Account;
(ii) after giving effect to the distribution referred to in
clause (i) above, an amount equal to the Class B Monthly Principal,
shall be deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1999-[ ] Termination Date, in which
case on the Series 1999-[ ] Termination Date) after giving effect to
the distribution referred to in clauses (i) and (ii) above, an amount
equal to Collateral Monthly Principal shall be distributed to the
Collateral Interest Holder in accordance with the Loan Agreement;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.9(e)(i), (ii) and (iii) above and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related Series
Supplement for each Series and (2) the Cumulative Series Principal
Shortfall and (B) the Available Investor Principal Collections, shall
remain in the Principal Account to be treated as Shared Principal
Collections and applied to Series other than this Series 1999-[ ];
and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder
of the Transferor Certificate; provided, however, that the amount to
be paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.9(e)(v) with respect to such Transfer Date shall be paid
to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date
and the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account.
(f) on the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Principal Funding Account and deposit in the Distribution Account
the amount on deposit in the Principal Funding Account.
(g) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.1(a) to the Class A Certificateholders from
the Distribution Account, the amount deposited into the Distribution
Account pursuant to subsection 4.9(a)(i) on the preceding Transfer Date and
(b) to the Class B Certificateholders from the Distribution Account, the
amount deposited into the Distribution Account pursuant to subsection
4.9(b)(i) on the preceding Transfer Date.
(h) On the earlier to occur of (i) the first Distribution Date
with respect to the Rapid Amortization Period and (ii) the Class A
Scheduled Payment Date and on each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer, shall
pay in accordance with Section 5.1 from the Distribution Account the amount
so deposited into the Distribution Account pursuant to subsections 4.9(e)
and (f) on the related Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in
the Distribution Account and the Class A Investor Interest shall be
paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date, after
giving effect to the distributions referred to in clause (i) above,
an amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class B Investor Interest shall be paid
to the Class B Certificateholders.
(i) The Controlled Accumulation Period is scheduled to commence
at the close of business on [ ]; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually
commences will be delayed to the first Business Day of the month that is
the number of whole months prior to the Class A Scheduled Payment Date at
least equal to the Accumulation Period Length and, as a result, the number
of Monthly Periods in the Controlled Accumulation Period will at least
equal the Accumulation Period Length. On the [ ] Determination Date, and
each Determination Date thereafter until the Controlled Accumulation Period
begins, the Servicer will determine the "Accumulation Period Length" which
will equal the number of whole months such that the sum of the Accumulation
Period Factors for each month during such period will be equal to or
greater than the Required Accumulation Factor Number; provided, however,
that the Accumulation Period Length will not be determined to be less than
one month.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date, the
Class A Investor Default Amount for the prior Monthly Period exceeds the
sum of the amount allocated with respect thereto pursuant to subsection
4.9(a)(iii), subsection 4.11(a) and Section 4.12 with respect to such
Monthly Period, the Collateral Interest (after giving effect to reductions
for any Collateral Charge-offs and any Reallocated Principal Collections on
such Transfer Date) will be reduced by the amount of such excess, but not
by more than the lesser of the Class A Investor Default Amount and the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer
Date) for such Transfer Date. In the event that such reduction would cause
the Collateral Interest to be a negative number, the Collateral Interest
will be reduced to zero, and the Class B Investor Interest (after giving
effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be
reduced by the amount by which the Collateral Interest would have been
reduced below zero. In the event that such reduction would cause the Class
B Investor Interest to be a negative number, the Class B Investor Interest
will be reduced to zero, and the Class A Investor Interest will be reduced
by the amount by which the Class B Investor Interest would have been
reduced below zero, but not by more than the Class A Investor Default
Amount for such Transfer Date (a "Class A Investor Charge-Off"). If the
Class A Investor Interest has been reduced by the amount of any Class A
Investor Charge-Offs, it will be reimbursed on any Transfer Date (but not
by an amount in excess of the aggregate Class A Investor Charge-Offs) by
the amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 1999-[ ] allocated and available for such purpose
pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer Date, the
Class B Investor Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 1999-[ ] and Reallocated Collateral Principal
Collections which are allocated and available to fund such amount pursuant
to subsection 4.11(c) and Section 4.12, the Collateral Interest (after
giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date and any adjustments
with respect thereto as described in subsection 4.10(a) above) will be
reduced by the amount of such excess but not by more than the lesser of the
Class B Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge- Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with
respect thereto as described in subsection 4.10(a) above) for such Transfer
Date. In the event that such reduction would cause the Collateral Interest
to be a negative number, the Collateral Interest shall be reduced to zero
and the Class B Investor Interest shall be reduced by the amount by which
the Collateral Interest would have been reduced below zero, but not by more
than the Class B Investor Default Amount for such Transfer Date (a "Class B
Investor Charge-Off"). The Class B Investor Interest will also be reduced
by the amount of Reallocated Class B Principal Collections in excess of the
Collateral Interest pursuant to Section 4.12 and the amount of any portion
of the Class B Investor Interest allocated to the Class A Certificates to
avoid a reduction in the Class A Investor Interest pursuant to subsection
4.10(a) above. The Class B Investor Interest will thereafter be reimbursed
(but not to an amount in excess of the unpaid principal balance of the
Class B Certificates) on any Transfer Date by the amount of Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 1999-[ ]
allocated and available for that purpose as described under subsection
4.11(d).
(c) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount. If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the amount
of Excess Spread and Shared Excess Finance Charge Collections allocable to
Series 1999- [ ] allocated and available to fund such amount pursuant to
subsection 4.11(g), the Collateral Interest will be reduced by the amount
of such excess but not by more than the lesser of the Collateral Default
Amount and the Collateral Interest for such Transfer Date (a "Collateral
Charge-Off"). The Collateral Interest will also be reduced by the amount of
Reallocated Principal Collections pursuant to Section 4.12 and the amount
of any portion of the Collateral Interest allocated to the Class A
Certificates or the Class B Certificates to avoid a reduction in the Class
A Investor Interest, pursuant to subsection 4.10(a), or the Class B
Investor Interest, pursuant to subsection 4.10(b), respectively. The
Collateral Interest will thereafter be reimbursed on any Transfer Date by
the amount of the Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 1999-[ ] allocated and available for that
purpose as described under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Excess Spread with
respect to the related Monthly Period to make the following distributions
on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class A
Required Amount and be applied in accordance with, and in the priority set
forth in, subsection 4.9(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class B
Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.9(b) and then any remaining amount
available to pay the Class B Investor Default Amount shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class
B Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(e) an amount equal to the Collateral Monthly Interest plus the
amount of any past due Collateral Monthly Interest for such Transfer Date
shall be paid to the Collateral Interest Holder in accordance with the Loan
Agreement;
(f) an amount equal to the aggregate amount of accrued but
unpaid Collateral Interest Servicing Fees shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any,
for the prior Monthly Period shall be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date;
(h) an amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required Collateral Interest
for reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be treated as a portion of
Investor Principal Collections and deposited into the Principal Account on
such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates
as described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;
(j) an amount equal to the amounts determined to be payable
pursuant to subsections 2.11(a)(i) (to the extent not paid pursuant to
subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement
shall be paid to the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments
made pursuant to subparagraphs (a) through (j) above shall constitute
"Shared Excess Finance Charge Collections" with respect to other Series in
Group One.
To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of Excess Spread as
described above, the Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B hereto) to apply
Shared Excess Finance Charge Collections with respect to Group One
allocable to Series 1999-[ ] in the priority set forth above.
SECTION 4.12 Reallocated Principal Collections. On or before
each Transfer Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit B hereto) to
withdraw from the Principal Account and apply Reallocated Principal
Collections (applying all Reallocated Collateral Principal Collections in
accordance with subsections 4.12(a) and (b) prior to applying any
Reallocated Class B Principal Collections in accordance with subsection
4.12(a) for any amounts still owing after the application of Reallocated
Collateral Principal Collections) with respect to such Transfer Date, to
make the following distributions on each Transfer Date in the following
priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period, shall
be applied pursuant to the priority set forth in subsection 4.9(a); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread allocated and available to the Class B Certificates
pursuant to subsection 4.11(c) on such Transfer Date shall be applied first
pursuant to the priority set forth in subsection 4.9(b) and then pursuant
to subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest shall be
reduced by the amount of Reallocated Collateral Principal Collections and
by the amount of Reallocated Class B Principal Collections for such
Transfer Date. In the event that such reduction would cause the Collateral
Interest (after giving effect to any Collateral Charge-Offs for such
Transfer Date) to be a negative number, the Collateral Interest (after
giving effect to any Collateral Charge-Offs for such Transfer Date) shall
be reduced to zero and the Class B Investor Interest shall be reduced by
the amount by which the Collateral Interest would have been reduced below
zero. In the event that the reallocation of Reallocated Principal
Collections would cause the Class B Investor Interest (after giving effect
to any Class B Investor Charge-Offs for such Transfer Date) to be a
negative number on any Transfer Date, Reallocated Principal Collections
shall be reallocated on such Transfer Date in an aggregate amount not to
exceed the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer Date)
to be reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in
the Principal Account equal to the amount of Shared Principal Collections
allocable to Series 1999-[ ] on any Transfer Date shall be applied as
Available Investor Principal Collections pursuant to Section 4.9 and
pursuant to such Section 4.9 shall be deposited in the Distribution Account
or distributed in accordance with the Loan Agreement.
(b) Shared Principal Collections allocable to Series 1999-[ ]
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1999-[ ] 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 1999-[ ] 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 1999-[ ] for such
Transfer Date and the denominator of which is the aggregate amount of
Cumulative Series Principal Shortfall for all Series for such Transfer
Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain, in the name of
the Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Principal Funding Account
and in all proceeds thereof. The Principal Funding Account shall be under
the sole dominion and control of the Trustee for the benefit of the
Investor Certificateholders. If at any time the Principal Funding Account
ceases to be an Eligible Deposit Account, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Principal Funding
Account meeting the conditions specified in the definition of Eligible
Deposit Account, and shall transfer any cash or any investments to such new
Principal Funding Account. The Trustee, at the direction of the Servicer,
shall (i) make withdrawals from the Principal Funding Account from time to
time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement
of the Controlled Accumulation Period) prior to termination of the
Principal Funding Account make a deposit into the Principal Funding Account
in the amount specified in, and otherwise in accordance with, subsection
4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the next succeeding Transfer Date. The Trustee
shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment shall be disposed of
prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on deposit
in the Principal Funding Account, but not in excess of the Covered Amount,
for application as Class A Available Funds applied pursuant to subsection
4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid
to the Transferor on each Transfer Date. An amount equal to any Principal
Funding Investment Shortfall shall be deposited in the Finance Charge
Account on each Transfer Date from the Reserve Account to the extent funds
are available pursuant to subsection 4.15(d). Principal Funding Investment
Proceeds (including reinvested interest) shall not be considered part of
the amounts on deposit in the Principal Funding Account for purposes of
this Series Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain, on behalf of the
Trust, for the benefit of the Investor Certificateholders, an Eligible
Deposit Account (the "Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Reserve Account
and in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the Reserve Account ceases to be an
Eligible Deposit Account, the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within
10 Business Days, establish a new Reserve Account meeting the conditions
specified in the definition of Eligible Deposit Account, and shall transfer
any cash or any investments to such new Reserve Account. The Trustee, at
the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Series Supplement,
and (ii) on each Transfer Date (from and after the Reserve Account Funding
Date) prior to termination of the Reserve Account make a deposit into the
Reserve Account in the amount specified in, and otherwise in accordance
with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested
at the direction of the Servicer by the Trustee in Permitted Investments.
Funds on deposit in the Reserve Account on any Transfer Date, after giving
effect to any withdrawals from the Reserve Account on such Transfer Date,
shall be invested in such investments that will mature so that such funds
will be available for withdrawal on or prior to the next succeeding
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities,
if any, evidencing such Permitted Investments. No Permitted Investment
shall be disposed of prior to its maturity. On each Transfer Date, all
interest and earnings (net of losses and investment expenses) accrued since
the preceding Transfer Date on funds on deposit in the Reserve Account
shall be retained in the Reserve Account (to the extent that the Available
Reserve Account Amount is less than the Required Reserve Account Amount)
and the balance, if any, shall be deposited into the Finance Charge Account
and included in Class A Available Funds for such Transfer Date. For
purposes of determining the availability of funds or the balance in the
Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such
funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class A
Investor Interest and on or before the first Transfer Date with respect to
the Rapid Amortization Period, the Servicer shall calculate the "Reserve
Draw Amount" which shall be equal to the Principal Funding Investment
Shortfall with respect to each Transfer Date with respect to the Controlled
Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to
the extent that funds otherwise would be available for deposit in the
Reserve Account under Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on such
Transfer Date by the Trustee (acting in accordance with the instructions of
the Servicer), deposited into the Finance Charge Account and included in
Class A Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Transfer Date, is greater than
zero, the Trustee, acting in accordance with the instructions of the
Servicer, shall withdraw from the Reserve Account, and pay in accordance
with the Loan Agreement, an amount equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to
the Rapid Amortization Period and (iii) if the Controlled Accumulation
Period has commenced, the earlier of the first Transfer Date with respect
to the Rapid Amortization Period and the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee, acting in
accordance with the instructions of the Servicer, after the prior payment
of all amounts owing to the Series 1999-[ ] Certificateholders that are
payable from the Reserve Account as provided herein, shall withdraw from
the Reserve Account and pay in accordance with the Loan Agreement, all
amounts, if any, on deposit in the Reserve Account and the Reserve Account
shall be deemed to have terminated for purposes of this Series Supplement.
SECTION 4.16 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States
dollars for a period equal to the relevant Interest Period (except that,
for the purpose of determining LIBOR, the initial Interest Period shall be
one month) which appears on Telerate Page 3750 as of 11:00 a.m., London
time, on such date. If such rate does not appear on Telerate Page 3750, the
rate for that LIBOR Determination Date shall be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for a period equal to the
relevant Interest Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00
a.m., New York City time, on that day for loans in United States dollars to
leading European banks for a period equal to the relevant Interest Period.
(b) The Trustee shall provide the Class A Certificate Rate and
the Class B Certificate Rate applicable to the then current and immediately
preceding Interest Periods to any Investor Certificateholder requesting
such information by telephoning the Trustee at the telephone number which
is currently (000) 000-0000.
(c) On each LIBOR Determination Date prior to 12:00 noon New
York City time, the Trustee shall send to the Servicer by facsimile
notification of LIBOR for the following Interest Period.
SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required
to be made or given by the Servicer or Transferor, respectively, at the
time specified in the Agreement (including applicable grace periods), the
Trustee shall make such payment or deposit from the applicable Investor
Account without instruction from the Servicer or Transferor. The Trustee
shall be required to make any such payment, deposit or withdrawal hereunder
only to the extent that the Trustee has sufficient information to allow it
to determine the amount thereof; provided, however, that the Trustee shall
in all cases be deemed to have sufficient information to determine the
amount of interest payable to the Series 1999-[ ] Certificateholders on
each Distribution Date. The Servicer shall, upon request of the Trustee,
promptly provide the Trustee with all information necessary to allow the
Trustee to make such payment, deposit or withdrawal. Such funds or the
proceeds of such withdrawal shall be applied by the Trustee in the manner
in which such payment or deposit should have been made by the Transferor or
the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the
Trustee shall distribute (in accordance with the certificate delivered on
or before the related Transfer Date by the Servicer to the Trustee pursuant
to subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.4(e) or Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class A Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class A Certificateholders pursuant to Section 4.9 by check
mailed to each Class A Certificateholder (at such Certificateholder's
address as it appears in the Certificate Register), except that with
respect to Class A Certificates registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available
funds.
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related Transfer
Date by the Servicer to the Trustee pursuant to subsection 3.4(b)) to each
Class B Certificateholder of record on the immediately preceding Record
Date (other than as provided in subsection 2.4(e) or Section 12.3
respecting a final distribution) such Certificateholder's pro rata share
(based on the aggregate Undivided Interests represented by Class B
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class B Certificateholders
pursuant to Section 4.9 by check mailed to each Class B Certificateholder
(at such Certificateholder's address as it appears in the Certificate
Register), except that with respect to Class B Certificates registered in
the name of the nominee of a Clearing Agency, such distribution shall be
made in immediately available funds.
SECTION 5.2 Monthly Series 1999-[ ] Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1999- [ ] Certificateholder, each Rating Agency and
the Collateral Interest Holder a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the Servicer, delivered to
the Trustee and setting forth, among other things, the following
information (which, in the case of subclauses (i) and (ii) below, shall be
stated on the basis of an original principal amount of $1,000 per
Certificate and, in the case of subclauses (viii) and (ix) shall be stated
on an aggregate basis and on the basis of an original principal amount of
$1,000 per Certificate, as applicable):
(i) the amount of the current distribution allocable to Class A
Monthly Principal, Class B Monthly Principal and Collateral Monthly
Principal, respectively;
(ii) the amount of the current distribution allocable to Class
A Monthly Interest, Class A Deficiency Amounts, Class A Additional
Interest, Class B Monthly Interest, Class B Deficiency Amounts, Class
B Additional Interest and Collateral Monthly Interest, and any
accrued and unpaid Collateral Monthly Interest, respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the
Collateral Interest, respectively;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the
Collateral Interest, respectively;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor
Interest, the Class A Adjusted Investor Interest, the Class B
Investor Interest, the Collateral Interest, the Floating Investor
Percentage, the Class A Floating Allocation, the Class B Floating
Allocation, the Collateral Floating Allocation and the Fixed Investor
Percentage, Class A Fixed Allocation, the Class B Fixed Allocation
and the Collateral Fixed Allocation with respect to the Principal
Receivables in the Trust as of the close of business on the
Distribution Date preceding such Transfer Date (after giving effect
to all of the transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which were
30 to 59, 60 to 89, and 90 or more days delinquent as of the end of
the day on the Record Date;
(vii) the Aggregate Investor Default Amount, the
Class A Investor Default Amount, the Class B Investor Default Amount
and the Collateral Default Amount for the related Monthly Period;
(viii) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs reimbursed
on the Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Class A Servicing Fee, the Class B
Servicing Fee and the Collateral Servicing Fee for the related
Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Collateral Principal
Collections and Reallocated Class B Principal Collections with
respect to such Distribution Date;
(xiii) the Class B Investor Interest and the Collateral
Interest as of the close of business on such Distribution Date;
(xiv) LIBOR for the Interest Period ending on such Distribution
Date;
(xv) the Principal Funding Account Balance on the
Transfer Date;
(xvi) the Accumulation Shortfall;
(xvii) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date;
(xviii) the Principal Funding Investment Shortfall
on the related Transfer Date;
(xix) the amount of Class A Available Funds and Class B
Available Funds on deposit in the Finance Charge Account on the
related Transfer Date;
(xx) the current Class A Certificate Rate, Class B
Certificate Rate and Collateral Rate; and
(xxi) such other items as are set forth in Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2000, the
Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 1999-[ ] Certificateholder, a
statement prepared by the Servicer containing the information required to
be contained in the regular monthly report to Series 1999-[ ]
Certificateholders, as set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 1999-[ ] Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificates as debt) as the Servicer deems necessary or desirable to
enable the Series 1999-[ ] Certificateholders to prepare their tax returns.
Such obligations of the Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by
the Trustee pursuant to any requirements of the Internal Revenue Code as
from time to time in effect.
SECTION 9. Series 1999-[ ] Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this
Series Supplement, on or before the date occurring five days after the date
such payment or deposit is required to be made herein or (ii) duly to
observe or perform in any material respect any covenants or agreements of
the Transferor set forth in the Agreement or this Series Supplement, which
failure has a material adverse effect on the Series 1999-[ ]
Certificateholders (which determination shall be made without reference to
the amount of the Collateral Interest) and which continues unremedied for a
period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Transferor
by the Trustee, or to the Transferor and the Trustee by the Holders of
Investor Certificates evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of this Series 1999-[ ], and continues to
affect materially and adversely the interests of the Series 1999-[ ]
Certificateholders (which determination shall be made without reference to
the amount of the Collateral Interest) for such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6, (i) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the
Investor Interest of this Series 1999-[ ], and (ii) as a result of which
the interests of the Series 1999-[ ] Certificateholders are materially and
adversely affected (which determination shall be made without reference to
the amount of the Collateral Interest) and continue to be materially and
adversely affected for such period; provided, however, that a Series 1999-[
] Pay Out Event pursuant to this subsection 9(b) hereof shall not be deemed
to have occurred hereunder if the Transferor has accepted reassignment of
the related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average Base
Rate for such period;
(d) the Transferor shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required by
subsection 2.6(a);
(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1999-[ ] Certificateholders; or
(f) the Class A Investor Interest shall not be paid in full on
the Class A Scheduled Payment Date or the Class B Investor Interest shall
not be paid in full on the Class B Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subparagraphs,
either the Trustee or Holders of Investor Certificates and the Collateral
Interest Holder evidencing Undivided Interests aggregating not less than
50% of the Investor Interest of this Series 1999-[ ] by notice then given
in writing to the Transferor and the Servicer (and to the Trustee if given
by the Certificateholders) may declare that a pay out event (a "Series
1999-[ ] Pay Out Event") has occurred as of the date of such notice, and in
the case of any event described in subsection 9(c), (d) or (f) hereof, a
Series 1999-[ ] Pay Out Event shall occur without any notice or other action
on the part of the Trustee or the Investor Certificateholders immediately
upon the occurrence of such event.
SECTION 10. Issuance of Additional Certificates.
(a) During the Revolving Period, the Transferor may, in its
discretion and subject to the terms of subsection (b) below, request the
Trustee to issue additional Investor Certificates of each Class (all such
additional certificates, the "Additional Certificates") in an amount and on
the date (the "Additional Certificate Date") determined by the Transferor.
Upon issuance, the Additional Certificates will be identical in all
respects (except that the principal amount of such Additional Certificates
may be different) to the Investor Certificates currently outstanding and
will be equally and ratably entitled to the benefits of this Series
Supplement and the Pooling and Servicing Agreement. The outstanding
principal amounts of all Classes of Investor Certificates shall be
increased pro rata. The Controlled Accumulation Amount for each Class shall
be increased proportionally to reflect the additional amounts represented
by the Additional Certificates.
(b) Additional Certificates shall only be issued upon
satisfaction of all of the following conditions:
(i) On or before the fifth Business Day immediately
preceding the date on which the Additional Certificates are to be
issued, the Transferor shall give notice to the Trustee, the
Servicer, the Collateral Interest Holder and the Rating Agencies of
such issuance and the date upon which it is to occur;
(ii) After giving effect to the Additional Certificates,
the total amount of Principal Receivables in the Trust shall be
greater than or equal to the Minimum Aggregate Principal Receivables;
(iii) The Transferor shall have delivered evidence of the
proportional increase in the Collateral Interest to the Trustee and
the Rating Agencies;
(iv) On or before the Additional Certificate Date, the
Trustee shall have been provided evidence that the Rating Agency
Condition shall have been satisfied with respect to such issuance;
(v) The Transferor shall have delivered to the Trustee an
Officer's Certificate dated as of the Additional Certificate Date,
stating that the Transferor reasonably believes that the issuance of
such Additional Certificates will not have a material adverse effect
on any outstanding Class of Investor Certificates;
(vi) As of the Additional Certificate Date, the amount of
Investor Charge-Offs for all Classes of Investor Certificates shall
be zero; and
(vii) The Transferor shall have delivered to the Trustee
a Tax Opinion with respect to such issuance.
SECTION 11. Series 1999-[ ] Termination. The right
of the Investor Certificateholders to receive payments from the Trust
will terminate on the first Business Day following the Series 1999-[
] Termination Date.
SECTION 12. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1999-[ ] Certificate hereby
covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar
law in connection with any obligations relating to the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 15. Tax Representation and Covenant. Any Collateral
Interest Holder shall be required to represent and covenant in connection
with such acquisition that (x) it has neither acquired, nor will it sell,
trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through 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 such holder shall take all actions necessary
to permit such replacement investor to succeed to its rights and
obligations as a holder (or to the rights of its participant).
SECTION 16. Amendment to Agreement. By purchasing their Series
1999-[ ] Certificates each Investor Certificateholder shall be deemed to
have consented that The Chase Manhattan Bank shall be replaced as Servicer
with The Chase Manhattan Bank USA, National Association, as a successor
servicer pursuant to an amendment of the Agreement to be executed at such
time as shall be agreed to by the parties thereto.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-[ ] 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:
Title:
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF 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.
No. ___ $_________
CUSIP NO.[ ]
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-[ ]
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 CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of Chase USA, all monies due or to become due in
payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Interchange and Recoveries (if any),
the benefits of the Collateral Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to the
Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1999-[ ] Supplement dated
as of [ ], 1999 (collectively, the "Pooling and Servicing Agreement"), by
and among Chase USA, as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and
The Bank of New York, as Trustee (the "Trustee"). To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned
to them in the Pooling and Servicing Agreement.
------------------------
MasterCard(R) and VISA(R) are federally registered
servicemarks of MasterCard International
Inc. and of Visa U.S.A., Inc., respectively.
The Series 1999-[ ] Certificates are issued in two classes, the
Class A Certificates (of which this certificate is one) and the Class B
Certificates, which are subordinated to the Class A Certificates in certain
rights of payment as described herein and in the Pooling and Servicing
Agreement.
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1999-[ ] Certificates with the intention that the
Series 1999-[ ] Certificates will qualify under applicable tax law as
indebtedness, and each of the Transferor, the Holder of the Transferor
Certificate, the Servicer and each Series 1999-[ ] Certificateholder (or
Series 1999-[ ] Certificate Owner) by acceptance of its Series 1999-[ ]
Certificate (or in the case of a Series 1999-[ ] Certificate Owner, by
virtue of such Series 1999-[ ] Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1999-[ ] Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax
imposed on or measured by income. Each Series 1999-[ ] Certificateholder
agrees that it will cause any Series 1999-[ ] Certificate Owner acquiring
an interest in a Series 1999-[ ] Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the Series 1999-[ ]
Certificates as indebtedness for certain tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the
Class A Certificateholder by virtue of the acceptance hereof assents and by
which the Class A Certificateholder is bound. This Class A Certificate is
one of a duly authorized Series of Investor Certificates entitled "Class A
Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the "Class A
Certificates"), each of which represents an Undivided Interest in the
Trust, including the right to receive the Collections and other amounts
allocated to the Class A Certificates at the times and in the amounts
specified in the Pooling and Servicing Agreement and to be deposited in the
Investor Accounts, the Principal Funding Account and the Reserve Account or
paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class B Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the
"Class B Certificates"), which represent an Undivided Interest in the Trust
subordinate to the Class A Certificates, and the "Collateral Interest,
Series 1999-[ ]" (the "Collateral Interest" and collectively with the Class
A Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinated to the Class A
Certificates and Class B Certificates. The subordination of the Class B
Certificates and the subordination of the Collateral Interest to the Class
A Certificates shall constitute the Enhancement for the Class A
Certificates.
The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in
the Trust shall not exceed an amount equal to the Class A Investor Interest
and the Class B Investor Interest, respectively, at such time. As of the
Closing Date, the Class A Initial Investor Interest is $[ ], the Class B
Initial Investor Interest is $[ ] and the Collateral Initial Interest
is $[ ].
The Class A Investor Interest on any date of determination will
be an amount equal to (a) the Class A Initial Investor Interest minus (b)
the aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
excess, if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement over
Class A Investor Charge-Offs reimbursed prior to such date of
determination pursuant to subsection 4.11(b) of the Pooling and Servicing
Agreement; provided, however, that the Class A Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Class A Investor Interest
will be further reduced (such reduced amount, the "Class A Adjusted
Investor Interest") by the aggregate principal amount of funds on deposit
in the Principal Funding Account. The Class A Investor Interest together
with the aggregate interest represented by the Class B Certificates in the
Principal Receivables in the Trust (the "Class B Investor Interest") and
the aggregate interest represented by the Collateral Interest in the
Principal Receivables in the Trust are sometimes collectively referred to
herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Transferor Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class A Certificates from the
Closing Date through [ ], 1999, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0[ ]% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class A Certificate
Rate"), and will be distributed on [ ], 1999 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class A
Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). During the
Rapid Amortization Period, in addition to Class A Monthly Interest, Class A
Monthly Principal will be distributed to the Class A Certificateholder on
each Distribution Date until the Class A Certificates have been paid in
full. During the Controlled Accumulated Period, in addition to monthly
payments of Class A Monthly Interest, the amount on deposit in the
Principal Funding Account will be distributed as principal to the Class A
Certificateholders on the [ ] Distribution Date (the "Class A Scheduled
Payment Date"), unless distributed earlier as a result of the occurrence of
a Pay Out Event in accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date, from the
Finance Charge Account to the extent of funds on deposit therein (i)
Collections of Finance Charge Receivables processed as of the end of the
preceding Monthly Period which have been allocated to the Series 1999-[ ]
Certificates, (ii) with respect to the Class A Certificates, from other
amounts constituting Class A Available Funds, and (iii) with respect to the
Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) an amount equal to the product of (i) (A)
a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the
Class A Certificate Rate for such Interest Period and (ii) the outstanding
principal balance of the Class A Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date
(after giving effect to all of the transactions occurring on such date)
("Class A Monthly Interest"), provided, however, that with respect to the
first Distribution Date, Class A Monthly Interest shall be equal to the
interest accrued on the Class A Initial Investor Interest at the applicable
Class A Certificate Rate for the period from the Closing Date through [ ],
1999; and (y) amounts up to the Class B Monthly Interest followed by the
Collateral Monthly Interest, in the actual amounts and manner described in
the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by
the Pooling and Servicing Agreement, in the following order of priority:
(i) an amount equal to the Class A Monthly Interest for such Transfer Date,
plus the amount of any Class A Deficiency Amount for such Transfer Date,
plus the amount of any Class A Additional Interest for such Transfer Date,
(ii) an amount equal to the Class A Servicing Fee for such Transfer Date
plus the amount of any Class A Servicing Fee due but not paid on any prior
Transfer Date and (iii) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period. The Trustee on each
Transfer Date shall apply the Class B Available Funds withdrawn from the
Finance Charge Account as required by the Pooling and Servicing Agreement
in the following order of priority: (i) the Class B Monthly Interest for
such Transfer Date, plus the amount of any Class B Deficiency Amount for
such Transfer Date, plus the amount of any Class B Additional Interest for
such Transfer Date, and (ii) the Class B Servicing Fee for such Transfer
Date plus the amount of any Class B Servicing Fee due but not paid on any
prior Transfer Date. The balance of the amount withdrawn from the Finance
Charge Account allocable to the Series 1999-[ ] Certificates, if any, after
giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to withdraw,
and the Trustee, acting in accordance with such instructions, shall
withdraw on such Transfer Date from the Principal Account an amount equal
to the Available Investor Principal Collections on deposit in the Principal
Account and from such amounts, (A) deposit an amount equal to Class A
Monthly Principal (i) during the Controlled Accumulation Period, into the
Principal Funding Account, and (ii) during the Rapid Amortization Period,
into the Distribution Account, (B) after the Class A Certificates have been
paid in full, deposit an amount equal to Class B Monthly Principal into the
Distribution Account, and (C) any remaining amounts in the Principal
Account shall be used for payment of Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period or the Transfer Date immediately preceding
the Class A Scheduled Payment Date, the Servicer shall instruct the Trustee
to withdraw, and the Trustee shall withdraw from the Principal Funding
Account and deposit in the Distribution Account the amount on deposit in
the Principal Funding Account.
On the Class A Scheduled Payment Date or on each Distribution
Date with respect to a Rapid Amortization Period, the Trustee shall pay
from amounts on deposit in the Distribution Account an amount equal to the
lesser of the Class A Investor Interest and the amount of Available
Investor Principal Collections on deposit in the Distribution Account with
respect to the related Monthly Period, and after the Class A Certificates
have been paid in full (after taking into account distributions to be made
on the related Distribution Date), Available Investor Principal Collections
shall be applied to the Class B Certificates and Collateral Interest as
specified in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited
on the related Transfer Date into the Distribution Account in respect of
Class A Monthly Interest and Class B Monthly Interest, respectively. On
each Transfer Date, the Trustee shall pay to the Collateral Interest Holder
the Collateral Monthly Interest, to the extent funds are available.
Distributions with respect to this Series 1999-[ ] Certificate will be made
by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, check mailed to the address of each Series 1999-[ ]
Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1999-[ ]
Certificate, without the presentation or surrender of this Series 1999-[ ]
Certificate or the making of any notation thereon; provided, however, that
with respect to Series 1999-[ ] Certificates registered in the name of the
nominee of a Clearing Agency, distributions will be made in the form of
immediately available funds.
This Class A Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent
an obligation of, or an interest in, the Transferor or the Servicer, and
neither the Series 1999-[ ] Certificates nor the Accounts or Receivables
are insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency. This Series 1999-[ ] Certificate is limited
in right of payment to certain collections respecting the Receivables, all
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.
The Transfer of this Class A Certificate shall be registered in
the Certificate Register upon surrender of this Class A Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a
form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class A Certificateholder or such Class A
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Class A Certificates of authorized denominations
and for the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar, and any agent of any of them, may treat the Person in
whose name this Class A Certificate is registered as the owner hereof for
all purposes, and none of the Servicer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar, or 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 1999-[ ] Certificateholders to receive payment from the Trust
will terminate on the first Business Day following the Series 1999-[ ]
Termination Date. Upon the termination of the Trust pursuant to Section
12.1 of the Pooling and Servicing Agreement, the Trustee shall assign and
convey to the Holder of the Transferor Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in
the Receivables, whether then existing or thereafter created, and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class A Certificate to be duly executed.
By: -----------------------------
Authorized Officer
Dated:
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates of Chase Credit Card
Master Trust, Series 1999-[ ], referred to in the within-mentioned Pooling
and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: -----------------------------
Authorized Signatory
Dated:
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF 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.
No. ___ $__________
CUSIP NO.[ ]
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1999-[ ]
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 CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of Chase USA, all monies due or to become due in
payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Interchange and Recoveries (if any),
the benefits of the Collateral Interest, all proceeds of the foregoing and
the other assets and interests constituting the Trust pursuant to the
Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1999-[ ] Supplement dated
as of [ ], 1999 (collectively, the "Pooling and Servicing Agreement"), by
and among Chase USA, as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and
The Bank of New York, as Trustee (the "Trustee"). To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned
to them in the Pooling and Servicing Agreement.
----------------
MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
The Series 1999-[ ] Certificates are issued in two classes, the
Class A Certificates and the Class B Certificates (of which this
certificate is one), which are subordinated to the Class A Certificates in
certain rights of payment as described herein and in the Pooling and
Servicing Agreement.
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1999-[ ] Certificates with the intention that the
Series 1999-[ ] Certificates will qualify under applicable tax law as
indebtedness, and each of the Transferor, the Holder of the Transferor
Certificate, the Servicer and each Series 1999-[ ] Certificateholder (or
Series 1999-[ ] Certificate Owner) by acceptance of its Series 1999-[ ]
Certificate (or in the case of a Series 1999-[ ] Certificate Owner, by
virtue of such Series 1999-[ ] Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1999-[ ] Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax
imposed on or measured by income. Each Series 1999-[ ] Certificateholder
agrees that it will cause any Series 1999-[ ] Certificate Owner acquiring
an interest in a Series 1999-[ ] Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the Series 1999-[ ]
Certificates as indebtedness for certain tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the
Class B Certificateholder by virtue of the acceptance hereof assents and by
which the Class B Certificateholder is bound. This Class B Certificate is
one of a duly authorized Series of Investor Certificates entitled "Class B
Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the "Class B
Certificates"), each of which represents an Undivided Interest in the
Trust, including the right to receive the Collections and other amounts
allocated to the Class B Certificates at the times and in the amounts
specified in the Pooling and Servicing Agreement and to be deposited in the
Investor Accounts, the Principal Funding Account and the Reserve Account or
paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class A Floating Rate Asset Backed Certificates, Series 1999-[ ]" (the
"Class A Certificates"), which represent an Undivided Interest in the Trust
senior to the Class B Certificates, and the "Collateral Interest, Series
1999-[ ]" (the "Collateral Interest" and collectively with the Class A
Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinated to the Class A
Certificates and Class B Certificates. The subordination of the Collateral
Interest to the Class B Certificates shall constitute the Enhancement for
the Class B Certificates.
The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in
the Trust shall not exceed an amount equal to the Class A Investor Interest
and the Class B Investor Interest, respectively, at such time. As of the
Closing Date, the Class A Initial Investor Interest is $[ ], the Class B
Initial Investor Interest is $[ ] and the Collateral Initial Interest is
$[ ].
The Class B Investor Interest shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b) of the Pooling and Servicing Agreement,
minus (d) the amount of the Reallocated Class B Principal Collections
allocated pursuant to subsection 4.12(a) of the Pooling and Servicing
Agreement on all prior Transfer Dates for which the Collateral Interest has
not been reduced, minus (e) an amount equal to the amount by which the
Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement and
plus (f) the aggregate amount of Excess Spread allocated and available on
all prior Transfer Dates pursuant to subsection 4.11(d) of the Pooling and
Servicing Agreement, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that
the Class B Investor Interest may not be reduced below zero.
The Class B Investor Interest together with the aggregate
interest represented by the Class A Certificates in the Principal
Receivables in the Trust (the "Class A Investor Interest") and the
aggregate interest represented by the Collateral Interest in the Principal
Receivables in the Trust are sometimes collectively referred to herein as
the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series
of Investor Certificates and a reissued Transferor Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through [ ], 1999 and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0[ ]% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class B Certificate
Rate"), and will be distributed on [ ], 1999 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Class B
Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). Class B Monthly
Principal will be distributed to the Class B Certificateholder (i) during
the Rapid Amortization Period, in addition to Class B Monthly Interest, on
each Distribution Date until the Class B Certificates have been paid in
full or (ii) during the Controlled Accumulated Period following the payment
in full of the Class A Investor Interest, on the [ ] Distribution Date (the
"Class B Scheduled Payment Date"), unless distributed earlier as a result
of the occurrence of a Pay Out Event in accordance with the Pooling and
Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date, from the
Finance Charge Account to the extent of funds on deposit therein (i)
Collections of Finance Charge Receivables processed as of the end of the
preceding Monthly Period which have been allocated to the Series 1999-[ ]
Certificates, (ii) with respect to the Class A Certificates, from other
amounts constituting Class A Available Funds, and (iii) with respect to the
Class B Certificates, from other amounts constituting Class B Available
Funds, the following amounts: (x) an amount equal to the Class A Monthly
Interest; (y) an amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Class B
Certificate Rate for such Interest Period and (ii) the outstanding
principal balance of the Class B Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date
("Class B Monthly Interest"), provided, however, that with respect to the
first Distribution Date, Class B Monthly Interest shall be equal to the
interest accrued on the Class B Initial Investor Interest at the applicable
Class B Certificate Rate for the period from the Closing Date through [ ],
1999; and (Z) amounts up to the Collateral Monthly Interest, in the actual
amounts and manner described in the Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by
the Pooling and Servicing Agreement, in the following order of priority:
(i) an amount equal to the Class A Monthly Interest for such Transfer Date,
plus the amount of any Class A Deficiency Amount for such Transfer Date,
plus the amount of any Class A Additional Interest for such Transfer Date,
(ii) an amount equal to the Class A Servicing Fee for such Transfer Date
plus the amount of any Class A Servicing Fee due but not paid on any prior
Transfer Date and (iii) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period. The Trustee on each
Transfer Date shall apply the Class B Available Funds withdrawn from the
Finance Charge Account as required by the Pooling and Servicing Agreement
in the following order of priority: (i) the Class B Monthly Interest for
such Transfer Date, plus the amount of any Class B Deficiency Amount for
such Transfer Date, plus the amount of any Class B Additional Interest for
such Transfer Date, and (ii) the Class B Servicing Fee for such Transfer
Date plus the amount of any Class B Servicing Fee due but not paid on any
prior Transfer Date. The balance of the amount withdrawn from the Finance
Charge Account allocable to the Series 1999-[ ] Certificates, if any, after
giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date
thereafter, the Servicer shall instruct the Trustee in writing to withdraw,
and the Trustee, acting in accordance with such instructions, shall
withdraw on such Transfer Date from the Principal Account an amount equal
to the Available Investor Principal Collections on deposit in the Principal
Account and from such amounts, (A) deposit an amount equal to Class A
Monthly Principal (i) during the Controlled Accumulation Period, into the
Principal Funding Account, and (ii) during the Rapid Amortization Period,
into the Distribution Account, (B) after the Class A Certificates have been
paid in full, deposit an amount equal to Class B Monthly Principal into the
Distribution Account, and (C) any remaining amounts in the Principal
Account shall be used for payment of Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period after payment in full of the Class A
Investor Interest or the Transfer Date immediately preceding the Class B
Scheduled Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Account and
deposit in the Distribution Account the amount on deposit in the Principal
Account.
On the Class B Scheduled Payment Date or on each Distribution
Date after payment in full of the Class A Investor Interest with respect to
a Rapid Amortization Period, the Trustee shall pay from amounts on deposit
in the Distribution Account an amount equal to the lesser of the Class B
Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the
related Monthly Period, and after the Class B Certificates have been paid
in full (after taking into account distributions to be made on the related
Distribution Date), Available Investor Principal Collections shall be
applied to the Collateral Interest as specified in the Pooling and
Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited
on the related Transfer Date into the Distribution Account in respect of
Class A Monthly Interest and Class B Monthly Interest, respectively. On
each Transfer Date, the Trustee shall pay to the Collateral Interest Holder
the Collateral Monthly Interest, to the extent funds are available.
Distributions with respect to this Series 1999-[ ] Certificate will be made
by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, check mailed to the address of each Series 1999-[ ]
Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1999-[ ]
Certificate, without the presentation or surrender of this Series 1999-[ ]
Certificate or the making of any notation thereon; provided, however, that
with respect to Series 1999-[ ] Certificates registered in the name of the
nominee of a Clearing Agency, distributions will be made in the form of
immediately available funds.
This Class B Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent
an obligation of, or an interest in, the Transferor or the Servicer, and
neither the Series 1999-[ ] Certificates nor the Accounts or Receivables
are insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency. This Series 1999-[ ] Certificate is limited
in right of payment to certain collections respecting the Receivables, all
as more specifically set forth hereinabove and in the Pooling and Servicing
Agreement.
The Transfer of this Class B Certificate shall be registered in
the Certificate Register upon surrender of this Class B Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a
form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class B Certificateholder or such Class B
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Class B Certificates of authorized denominations
and for the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar, and any agent of any of them, may treat the Person in
whose name this Class B Certificate is registered as the owner hereof for
all purposes, and none of the Servicer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar, or 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 1999-[ ] Certificateholders to receive payment from the Trust
will terminate on the first Business Day following the Series 1999-[ ]
Termination Date. Upon the termination of the Trust pursuant to Section
12.1 of the Pooling and Servicing Agreement, the Trustee shall assign and
convey to the Holder of the Transferor Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in
the Receivables, whether then existing or thereafter created, and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B Certificate to be duly executed.
By: -----------------------------
Authorized Officer
Dated: [ ], 1999
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates of Chase Credit Card
Master Trust, Series 1999-[ ], referred to in the within-mentioned Pooling
and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By: -----------------------------
Authorized Signatory
Dated: [ ], 1999
