EXHIBIT 4.3
------------------------------------------------------------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1996-4 Certificateholders
------------------------------------------------------------------------------
Series 1996-4 SUPPLEMENT
Dated as of November 14, 1996
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
------------------------------------------------------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 1996-4
------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
SECTION 1. Designation . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 3. Servicing Compensation and Assignment of Interchange . . . 16
SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . . . 18
SECTION 5. Delivery and Payment for the Investor Certificates . . . . 18
SECTION 6. Depository; Form of Delivery of Investor Certificates . . . 18
SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . . . 18
SECTION 4.4 Rights of Certificateholders. . . . . . . . . . . . . 22
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.6 Determination of Monthly Interest . . . . . . . . . . 26
SECTION 4.7 Determination of Monthly Principal. . . . . . . . . . 28
SECTION 4.8 Coverage of Required Amount . . . . . . . . . . . . . 29
SECTION 4.9 Monthly Payments. . . . . . . . . . . . . . . . . . . 30
SECTION 4.10 Investor Charge-Offs. . . . . . . . . . . . . . . . . 34
SECTION 4.11 Excess Spread . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.12 Reallocated Principal Collections . . . . . . . . . . 37
SECTION 4.13 Shared Principal Collections. . . . . . . . . . . . . 38
SECTION 4.14 Principal Funding Account . . . . . . . . . . . . . . 39
SECTION 4.15 Reserve Account . . . . . . . . . . . . . . . . . . . 40
SECTION 4.16 Determination of LIBOR. . . . . . . . . . . . . . . . 42
SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment . . . . . . . . . . . . . . . . 43
SECTION 8. Article V of the Agreement . . . . . . . . . . . . . . . . . 35
SECTION 5.1 Distributions . . . . . . . . . . . . . . . . . . . . 43
SECTION 5.2 Monthly Series 1996-4 Certificateholders'
Statement . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9. Series 1996-4 Pay Out Events . . . . . . . . . . . . . . . 37
SECTION 10. Issuance of Additional Certificates . . . . . . . . . . . . . 39
SECTION 11. Series 1996-4 Termination . . . . . . . . . . . . . . . . . 39
SECTION 12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 14. No Petition . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 15. Tax Representation and Covenant . . . . . . . . . . . . . . 40
SECTION 16. Amendment to Agreement . . . . . . . . . . . . . . . . . . 40
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1996-4 Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificates
Series 1996-4 SUPPLEMENT, dated as of November 14, 1996 (this "Series
Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("Chase USA"), as Transferor on and after June 1, 1996, THE CHASE MANHATTAN
BANK, as Transferor prior to June 1, 1996 and as Servicer, and THE BANK OF NEW
YORK, as Trustee under the Second Amended Pooling and Servicing Agreement dated
as of September 1, 1996 between Chase USA, the Servicer and the Trustee (as may
be amended, modified or supplemented from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the delivery by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby created a Series of
Investor Certificates to be issued in two classes pursuant to the Agreement and
this Series Supplement and to be known together as the "Series 1996-4
Certificates." The two classes shall be designated the Class A Floating Rate
Asset Backed Certificates, Series 1996-4 (the "Class A Certificates") and the
Class B Floating Rate Asset Backed Certificates, Series 1996-4 (the "Class B
Certificates"). The Class A Certificates and the Class B Certificates shall be
substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In
addition, there is hereby created a third Class of an uncertificated interest
in the Trust which shall be deemed to be an "Investor Certificate" for all
purposes under the Agreement and this Series Supplement, except as expressly
provided herein, and which shall be known as the Collateral Interest, Series
1996-4 (the "Collateral Interest").
(b) Series 1996-4 shall be included in Group One (as defined below).
Series 1996-4 shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Series Supplement upon payment by the Collateral Interest
Holder of amounts owing on the Closing Date pursuant to the Loan Agreement.
Notwithstanding the foregoing, except as expressly provided herein, (i) the
provisions of Article VI and Article XII of the Agreement relating to the
registration, authentication, delivery, presentation, cancellation and
surrender of Registered Certificates shall not be applicable to the Collateral
Interest, (ii) the Opinion of Counsel specified in clause (d) of the sixth
sentence of Section 6.9(b) of the Agreement shall not be required with respect
to the Collateral Interest and (iii) the Tax Opinion specified in clause (e) of
the sixth sentence of Section 6.9(b) of the Agreement shall address the effect
of the issuance of the Collateral Interest but parts (a) and (c) of any such
Tax Opinion shall not address, or be required to address, any tax consequences
that shall result to any Collateral Interest Holder.
SECTION 2. Definitions.
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern. All Article,
Section or subsection references herein shall mean Articles, Sections or
subsections of the Agreement, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in the Agreement.
Each capitalized term defined herein shall relate only to the Investor
Certificates and no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a) the
Initial Investor Interest, (b) the initial investor interests (or other amounts
specified in the applicable Supplement) of all outstanding Series (other than
Series 1996-4) which are not expected to be in their revolving periods, and (c)
the initial investor interests (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(i).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal
Funding Account pursuant to subsection 4.9(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.
"Additional Certificate Date" shall have the meaning assigned such
term in subsection 10(a).
"Additional Certificates" shall have the meaning assigned such term
in subsection 10(a).
"Adjusted Investor Interest" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Investor Interest and (c) the Collateral Interest.
"Aggregate Investor Default Amount" shall mean, with respect to any
Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Available Investor Principal Collections" shall mean with respect to
any Monthly Period, an amount equal to (a) the Investor Principal Collections
for such Monthly Period, minus (b) the amount of Reallocated Collateral
Principal Collections and Reallocated Class B Principal Collections with
respect to such Monthly Period which pursuant to Section 4.12 are required to
fund the Class A Required Amount and the Class B Required Amount, plus (c) the
amount of Shared Principal Collections that are allocated to Series 1996-4 in
accordance with subsection 4.13(b).
"Available Reserve Account Amount" shall mean, with respect to any
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account
on such date (after taking into account any interest and earnings retained in
the Reserve Account pursuant to subsection 4.15(b) on such date, but before
giving effect to any deposit made or to be made pursuant to subsection 4.11(i)
to the Reserve Account on such date) and (b) the Required Reserve Account
Amount.
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest, each for the related Interest Period, and the
Investor Servicing Fee with respect to such Monthly Period and the denominator
of which is the Investor Interest as of the close of business on the last day
of such Monthly Period.
"Class A Additional Interest" shall have the meaning specified in
Section 4.6(a).
"Class A Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the Class A Investor Interest minus
the Principal Funding Account Balance on such date of determination.
"Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Allocation of
the Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer Interchange,
(b) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.14(b),
if any, with respect to the related Transfer Date and (c) the Reserve Draw
Amount (up to the Available Reserve Draw Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and 4.15(d) which will
be deposited into the Finance Charge Account on the related Transfer Date.
"Class A Certificate Rate" shall mean from the Closing Date through
December 15, 1996 and with respect to each Interest Period thereafter, a per
annum rate equal to 0.13% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person in
whose name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any of the certificates executed by
the Transferor and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning specified in
subsection 4.6(a).
"Class A Fixed Allocation" shall mean, with respect to any Monthly
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Class A Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class A Adjusted Investor Interest as
of the close of business on the last day of the preceding Monthly Period and
the denominator of which is equal to the Adjusted Investor Interest as of the
close of business on such day; provided, however, that, with respect to the
first Monthly Period, the Class A Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Class A Initial
Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class A Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class A Certificates, which is
$1,400,000,000.
"Class A Investor Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class A
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class A Fixed
Allocation.
"Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class A Floating
Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any date of determination,
an amount equal to (a) the Class A Initial Investor Interest, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders prior
to such date and minus (c) the excess, if any, of the aggregate amount of Class
A Investor Charge-Offs pursuant to subsection 4.10(a) over Class A Investor
Charge-Offs reimbursed pursuant to subsection 4.11(b) prior to such date of
determination; provided, however, that the Class A Investor Interest may not be
reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.6(a).
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).
"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).
"Class A Scheduled Payment Date" shall mean the November 2003
Distribution Date.
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).
"Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Allocation of the Collections
of Finance Charge Receivables and allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly Period (or to be
deposited in the Finance Charge Account on the related Transfer Date with
respect to the preceding Monthly Period pursuant to the third paragraph of
subsection 4.3(a) of the Agreement and subsection 3(b) of this Series
Supplement), excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
"Class B Certificate Rate" shall mean from the Closing Date through
December 15, 1996 and with respect to each Interest Period thereafter, a per
annum rate equal to 0.35% per annum in excess of LIBOR, as determined on the
related LIBOR Determination Date.
"Class B Certificateholder" shall mean the Person in
whose name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any of the certificates executed by
the Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning specified in
subsection 4.6(b).
"Class B Fixed Allocation" shall mean, with respect to any Monthly
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Class B Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class B Investor Interest as of the
close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that, with respect to the first
Monthly Period, the Class B Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial
Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class B Initial Investor Interest" shall mean the aggregate initial
principal amount of the Class B Certificates, which is $116,666,000.
"Class B Investor Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class B Fixed
Allocation.
"Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class B Floating
Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
an amount equal to (a) the Class B Initial Investor Interest, minus (b) the
aggregate amount of principal payments made to Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs
for all prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the
amount of the Reallocated Class B Principal Collections allocated pursuant to
subsection 4.12(a) on all prior Transfer Dates for which the Collateral
Interest has not been reduced, minus (e) an amount equal to the amount by which
the Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) and plus (f) the aggregate amount of Excess
Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(d), for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.6(b).
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).
"Class B Required Amount" shall have the meaning specified in
subsection 4.8(b).
"Class B Scheduled Payment Date" shall mean the December 2003
Distribution Date.
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean November 14, 1996.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Collateral Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Collateral
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Collateral
Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Collateral Floating Allocation of the
Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Collateral Floating
Allocation applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean, with respect to any Monthly
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
the Collateral Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is equal to the Investor Interest
as of the close of business on the last day of the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Collateral Interest as of
the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that, with respect to the first
Monthly Period, the Collateral Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Collateral Initial
Interest and the denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean the aggregate initial
principal amount of the Collateral Interest, which is $150,000,666.67.
"Collateral Interest" shall mean, on any date of determination, an
amount equal to (a) the Collateral Initial Interest, minus (b) the aggregate
amount of principal payments made to the Collateral Interest Holder prior to
such date, minus (c) the aggregate amount of Collateral Charge-offs for all
prior Transfer Dates pursuant to subsection 4.10(c), minus (d) the amount of
Reallocated Principal Collections allocated pursuant to subsections 4.12(a) and
(b) on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Collateral Interest has been reduced on all prior Transfer Dates
pursuant to subsections 4.10(a) and (b), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(h), for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided further, however, that the
Collateral Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so designated in
the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the meaning specified
in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the monthly interest
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.6(c).
"Collateral Monthly Principal" shall mean the monthly principal
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.7(c).
"Collateral Rate" shall mean, for any Interest Period, the rate
specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean (a) for any Transfer Date
with respect to the Controlled Accumulation Period prior to the payment in full
of the Class A Investor Interest, $116,666,666.67; provided, however, that if
the Accumulation Period Length is determined to be less than 12 months pursuant
to subsection 4.9(i), the Controlled Accumulation Amount for each Transfer Date
with respect to the Controlled Accumulation Period prior to the payment in full
of the Class A Investor Interest will be equal to (i) the product of (x) the
Class A Initial Investor Interest and (y) the Accumulation Period Factor for
such Monthly Period divided by (ii) the Required Accumulation Factor Number,
and (b) for any Transfer Date with respect to the Controlled Accumulation
Period after payment in full of the Class A Investor Interest, an amount equal
to the Class B Investor Interest as of such Transfer Date.
"Controlled Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on October 31, 2002 or such later date as is determined in accordance
with subsection 4.9(i) and ending on the first to occur of (a) the commencement
of the Rapid Amortization Period and (b) the Series 1996-4 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation
Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with respect to
any Interest Period, an amount equal to the product of (a) (i) a fraction, the
numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class A Certificate Rate in effect
with respect to such Interest Period, and (b) the Principal Funding Account
Balance as of the close of business on the Distribution Date preceding such
Transfer Date (after giving effect to all of the transactions occurring on such
date).
"Credit Enhancement" shall mean (a) with respect to the Class A
Certificates, the subordination of the Class B Certificates and the Collateral
Interest, and (b) with respect to the Class B Certificates, the subordination
of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral Interest
Holder.
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of determination,
the excess of the Monthly Principal Payment for the Monthly Period relating to
such date over the month to date amount of Collections processed in respect of
Principal Receivables for such Monthly Period allocable to investor
certificates of all outstanding Series, not subject to reallocation, which are
on deposit or to be deposited in the Principal Account on such date.
"Deficiency Amount" shall mean, at any time of determination, the sum
of the Class A Deficiency Amount and the Class B Deficiency Amount.
"Distribution Date" shall mean December 16, 1996 and the fifteenth
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Excess Spread" shall mean, with respect to any Transfer Date, the
sum of the amounts with respect to such Transfer Date, if any, specified
pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).
"Finance Charge Shortfall" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to the
subsections 4.11(a) through (i) over Excess Spread.
"Fitch" shall mean Fitch Investors Service, L.P. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of (i) the
aggregate amount of Principal Receivables in the Trust determined as of the
close of business on the last day of the prior Monthly Period and (ii) the
Excess Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the Investor
Percentages (as such term is defined in the Agreement) for allocations with
respect to Principal Receivables for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in
which an Addition Date occurs or in which a Removal Date occurs, the amount
determined pursuant to clause (a)(i) hereof shall be the sum of (A) the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (B) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related Addition
Date or Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the Adjusted Investor Interest as of the close of business on the last day
of the prior Monthly Period (or with respect to the first Monthly Period, the
Initial Investor Interest) and the denominator of which is the greater of (a)
the sum of (i) the aggregate amount of Principal Receivables as of the close of
business on the last day of the prior Monthly Period (or with respect to the
first calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables in the Trust as of the close of business on the day
immediately preceding the Closing Date, and with respect to the second calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first calendar
month in the first Monthly Period) and (ii) the Excess Funding Amount as of the
close of business on such last day of the prior Monthly Period and (b) the sum
of the numerators used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which a
Removal Date occurs, the amount determined pursuant to clause (a)(i) hereof
shall be the sum of (A) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the last day of the prior Monthly Period
for the period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (B) the aggregate
amount of Principal Receivables in the Trust as of the beginning of the day on
the related Addition Date or Removal Date after adjusting for the aggregate
amount of Principal Receivables added to or removed from the Trust on the
related Addition Date or Removal Date, for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period.
"Group One" shall mean Series 1996-4 and each other Series specified
in the related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $1,666,666,666.67; provided,
however, that following the issuance of any Additional Certificates pursuant to
Section 10 hereof "Initial Investor Interest" shall mean the sum of
$1,666,666,666.67 and the initial investor interest of such Additional
Certificates.
"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the previous Distribution Date through the day
preceding such Distribution Date, except that the initial Interest Period shall
be the period from and including the Closing Date through the day preceding the
initial Distribution Date.
"Investor Certificateholder" shall mean (a) with respect to the Class
A Certificates, the holder of record of a Class A Certificate, (b) with respect
to the Class B Certificates, the holder of record of a Class B Certificate and
(c) with respect to the Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates, the
Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any Receivable
in a Defaulted Account, an amount equal to the product of (a) the Default
Amount and (b) the Floating Investor Percentage on the day such Account became
a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
amount equal to the sum of (a) the Class A Investor Interest, (b) the Class B
Investor Interest and (c) the Collateral Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Finance Charge Receivables and Default Amounts at any time and
Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period or the Rapid Amortization Period, the Fixed Investor
Percentage.
"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
(iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in each case, as
applicable to such Monthly Period and (b) the aggregate amount to be treated as
Investor Principal Collections pursuant to subsections 4.9(a)(iii) and 4.11(a),
(b), (c), (d), (g) and (h) for such Monthly Period (other than such amount paid
from Reallocated Principal Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the London interbank
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.16.
"LIBOR Determination Date" shall mean November 12, 1996 for the
period from the Closing Date through December 15, 1996, and the second London
Business Day prior to the commencement of the second and each subsequent
Interest Period.
"Loan Agreement" shall mean the agreement among the Transferor, the
Servicer, the Trustee, and the Collateral Interest Holder, dated as of the
Closing Date, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Investor Certificates
shall begin on and include the Closing Date and shall end on and include
November 30, 1996.
"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (including Series 1996-4) which are in an Amortization
Period or Accumulation Period (as such terms are defined in the related
Supplements for all Series, the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled Amortization
Period (as such terms are defined in the related Supplements for all Series),
(b) the Controlled Deposit Amount for the related Transfer Date for any Series
in its Accumulation Period, other than its Rapid Accumulation Period, if
applicable (as such terms are defined in the related Supplements for all
Series), (c) the Investor Interest as of the end of the prior Monthly Period
taking into effect any payments to be made on the following Distribution Date
for any Series in its Principal Amortization Period or Rapid Amortization
Period (as such terms are defined in the related Supplements for all Series),
(d) the Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in its Rapid Accumulation
Period (as such terms are defined in the related Supplements for all Series),
(e) the excess of the Collateral Interest as of the Transfer Date occurring in
such Monthly Period over the Required Collateral Interest for the related
Transfer Date, assuming no Accumulation Shortfall and (f) such other amounts as
may be specified in the related Supplements for all Series.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Pay Out Commencement Date" shall mean the date on which a Trust Pay
Out Event is deemed to occur pursuant to Section 9.1 or a Series 1996-4 Pay Out
Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate from the Portfolio Yield for such
Monthly Period and deducting 0.5% from the result for each Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period,(b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any amounts of
interest and earnings described in subsections 4.15(b) and (d), each deposited
into the Finance Charge Account on the Transfer Date relating to such Monthly
Period, such sum to be calculated on a cash basis after subtracting the
Aggregate Investor Default Amount for such Monthly Period, and the denominator
of which is the Investor Interest as of the close of business on the last day
of such Monthly Period.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.14(a).
"Principal Funding Account Balance" shall mean, with respect to any
date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such
Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with respect to
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 1996-4 Termination Date and (b) the termination of the Trust
pursuant to Section 12.1.
"Rating Agency" shall mean 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.
"Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date
of such calculation.
"Required Collateral Interest" shall mean (a) initially,
$150,000,666.67 and (b) on any Transfer Date thereafter, 9.0% of the sum of the
Class A Adjusted Investor Interest, the Class B Investor Interest and the
Collateral Interest on such Transfer Date, after taking into account deposits
into the Principal Funding Account on such Transfer Date and payments to be
made on the related Distribution Date, and the Collateral Interest on the prior
Transfer Date, after any adjustments to be made on such date, but not less than
$50,000,000; provided, however, that (x) if either (i) there is a reduction in
the Collateral Interest pursuant to clause (c), (d) or (e) of the definition of
such term or (ii) a Pay Out Event with respect to the Investor Certificates has
occurred, the Required Collateral Interest for any Transfer Date shall equal
the Required Collateral Interest for the Transfer Date immediately preceding
such reduction or Pay Out Event, (y) in no event shall the Required Collateral
Interest exceed the sum of the outstanding principal amounts of (i) the Class A
Certificates and (ii) the Class B Certificates, each as of the last day of the
Monthly Period preceding such Transfer Date after taking into account the
payments to be made on the related Distribution Date and (z) the Required
Collateral Interest may be reduced at the Transferor's option at any time if
the Transferor, the Servicer, the Collateral Interest Holder and the Trustee
have been provided evidence that the Rating Agency Condition shall have been
satisfied with respect to such reduction.
"Required Reserve Account Amount" shall mean, with respect to any
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.50% of the outstanding principal balance of the Class A Certificates or
(b) any other amount designated by the Transferor; provided, however, that if
such designation is of a lesser amount, the Transferor shall (i) provide the
Servicer, the Collateral Interest Holder and the Trustee with evidence that the
Rating Agency Condition shall have been satisfied and (ii) deliver to the
Trustee a certificate of an authorized officer to the effect that, based on the
facts known to such officer at such time, in the reasonable belief of the
Transferor, such designation will not cause a Pay Out Event or an event that,
after the giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1996-4.
"Reserve Account" shall have the meaning specified in subsection
4.15(a).
"Reserve Account Funding Date" shall mean the Transfer Date which
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences three months prior to the commencement of the
Controlled Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 12 months prior to the
commencement of the Controlled Accumulation Period; (c) the first Transfer Date
for which the Portfolio Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation Period; and (d) the
first Transfer Date for which the Portfolio Adjusted Yield is less than 4%, but
in such event the Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled Accumulation
Period.
"Reserve Account Surplus" shall mean, as of any Transfer Date
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall have the meaning specified in subsection
4.15(c).
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Series 1996-4" shall mean the Series of the Chase Credit Card Master
Trust represented by the Investor Certificates.
"Series 1996-4 Certificateholders" shall mean the holder of record of
a Series 1996-4 Certificate.
"Series 1996-4 Certificates" shall mean the Class A Certificates and
the Class B Certificates.
"Series 1996-4 Pay Out Event" shall have the meaning specified in
Section 9 hereof.
"Series 1996-4 Termination Date" shall mean the earliest to occur of
(a) the Distribution Date on which the Investor Interest is paid in full, (b)
the July 2006 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any Transfer
Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating
to the Controlled Accumulation Period, the sum of (A) the Controlled Deposit
Amount for such Transfer Date, and (B) the excess, if any, of the Collateral
Interest for such Transfer Date over the Required Collateral Interest for such
Transfer Date and (ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Adjusted Investor Interest over (b) the Investor
Principal Collections minus the Reallocated Principal Collections for such
Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with respect
to any Distribution Date, as the context requires, either (x) the amount
described in subsection 4.11(k) allocated to the Series 1996-4 Certificates but
available to cover shortfalls in amounts paid from Collections of Finance
Charge Receivables for other Series, if any or (y) the aggregate amount of
Collections of Finance Charge Receivables allocable to other Series in excess
of the amounts necessary to make required payments with respect to such Series,
if any, and available to cover shortfalls with respect to the Series 1996-4
Certificates.
"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the amounts
allocated to the investor certificates of other Series which the applicable
Supplements for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the Series Principal Shortfall
with respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page currently so
designated on the Dow Xxxxx Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Unallocated Principal Collections" shall have the meaning specified
in subsection 4.5(d).
SECTION 3. Servicing Compensation and Assignment of Interchange.
(a) The share of the Servicing Fee allocable to Series 1996-4 with respect to
any Transfer Date (the "Investor Servicing Fee") shall be equal to one-twelfth
of the product of (i) the Series Servicing Fee Percentage and (ii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer Date,
the Investor Servicing Fee shall be equal to the product of (i) a fraction, the
numerator of which is the number of days from and including the Closing Date to
and including the last day of the November Monthly Period and the denominator
of which is 360, (ii) 2.0% and (iii) the Investor Interest on the Closing Date.
On each Transfer Date a portion of Interchange with respect to the related
Monthly Period that is on deposit in the Finance Charge Account shall be
withdrawn from the Finance Charge Account and paid to the Servicer in payment
of a portion of the Investor Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in the
Finance Charge Account on any Transfer Date with respect to the related Monthly
Period be less than one-twelfth of 1.00% of the Adjusted Investor Interest as
of the last day of such Monthly Period, the Investor Servicing Fee with respect
to such Monthly Period will not be paid to the extent of such insufficiency of
Servicer Interchange on deposit in the Finance Charge Account. The share of
the Investor Servicing Fee allocable to the Class A Investor Interest with
respect to any Transfer Date (the "Class A Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Class A Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Class A Servicing Fee shall be
equal to the product of (i) the Class A Floating Allocation, (ii) a fraction,
the numerator of which is the number of days from and including the Closing
Date to and including the last day of the November Monthly Period and the
denominator of which is 360, (iii) the Net Servicing Fee Rate and (iv) the
Investor Interest on the Closing Date. The share of the Investor Servicing Fee
allocable to the Class B Investor Interest with respect to any Transfer Date
(the "Class B Servicing Fee") shall be equal to one-twelfth of the product of
(i) the Class B Floating Allocation, (ii) the Net Servicing Fee Rate and (iii)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Class B Servicing Fee shall be equal to the product of (i)
the Class B Floating Allocation, (ii) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the November Monthly Period and the denominator of which is 360, (iii)
the Net Servicing Fee Rate and (iv) the Investor Interest on the Closing Date.
The share of the Investor Servicing Fee allocable to the Collateral Interest
with respect to any Transfer Date (the "Collateral Interest Servicing Fee")
shall be equal to one-twelfth of the product of (i) the Collateral Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the Collateral
Interest Servicing Fee shall be equal to the product of (i) the Class C
Floating Allocation, (ii) a fraction, the numerator of which is the number of
days from and including the Closing Date to and including the last day of the
November Monthly Period and the denominator of which is 360, (iii) the Net
Servicing Fee Rate and (iv) the Investor Interest on the Closing Date. Except
as specifically provided above, the Servicing Fee shall be paid by the cash
flows from the Trust allocated to the Transferor or the certificateholders of
other Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee or the Investor Certificateholders be liable therefor. The
Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(a)(ii) and 4.11(a). The Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect thereof
pursuant to subsections 4.9(b)(ii) and 4.11(c). The Collateral Interest
Servicing Fee shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to subsection 4.11(f) or, if
applicable, subsection 4.9(c)(i).
(b) On or before each Transfer Date, the Transferor shall notify the
Servicer of the amount of Interchange to be included as Collections of Finance
Charge Receivables and allocable to the Investor Certificateholders with
respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product of
(i) the aggregate amount of Interchange with respect to such Monthly Period and
(ii) the Investor Percentage with respect to Finance Charge Receivables for
such Monthly Period. On each Transfer Date, the Transferor shall pay to the
Servicer, and the Servicer shall deposit into the Finance Charge Account, in
immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Transferor at its option, in
accordance with the terms specified in subsection 12.2(a), on any Distribution
Date on or after the Distribution Date on which the Investor Interest is
reduced to an amount less than or equal to 5% of the Initial Investor Interest.
The deposit required in connection with any such repurchase shall include the
amount, if any, on deposit in the Principal Funding Account and will be equal
to the sum of (a) the Investor Interest and (b) accrued and unpaid interest on
the Investor Certificates through the day preceding the Distribution Date on
which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates. The
Transferor shall execute and deliver the Series 1996-4 Certificates to the
Trustee for authentication in accordance with Section 6.1. The Trustee shall
deliver such Certificates when authenticated in accordance with Section 6.2.
SECTION 6. Depository; Form of Delivery of Investor Certificates.
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.1 and 6.10.
(b) The Depository for Series 1996-4 shall be The Depository Trust
Company, and the Class A Certificates and Class B Certificates shall be
initially registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 shall
be read in their entirety as provided in the Agreement. Article IV (except for
Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety as follows and
shall be applicable only to the Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of Certificateholders and the Collateral Interest
Holder. The Investor Certificates shall represent undivided interests in the
Trust, consisting of the right to receive, to the extent necessary to make the
required payments with respect to such Investor Certificates at the times and
in the amounts specified in this Agreement, (a) the Floating Investor
Percentage and Fixed Investor Percentage (as applicable from time to time) of
Collections received with respect to the Receivables and (b) funds on deposit
in the Collection Account, the Finance Charge Account, the Excess Funding
Account, the Principal Account, the Principal Funding Account, the Reserve
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 (E) 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) the Class A Certificate Rate in
effect with respect to the related Interest Period, and (ii) the outstanding
principal balance of the Class A Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date (after
giving effect to all of the transactions occurring on such date) (the "Class A
Monthly Interest"); provided, however, that in addition to Class A Monthly
Interest an amount equal to the amount of any unpaid Class A Deficiency
Amounts, as defined below, plus an amount equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (2) the sum of the
Class A Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class A Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A Additional
Interest") shall also be distributable to the Class A Certificates, and on such
Transfer Date the Trustee shall deposit such funds, to the extent available,
into the Distribution Account. The "Class A Deficiency Amount" for any
Transfer Date shall be equal to the excess, if any, of the aggregate amount
accrued pursuant to this subsection 4.6(a) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment of such
amount.
(b) The amount of monthly interest distributable to the Class B
Certificates shall be an amount equal to the product of (i)(A) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class B Certificate Rate in
effect with respect to the related Interest Period, and (ii) the outstanding
principal balance of the Class B Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date (after
giving effect to all of the transactions occurring on such date) (the "Class B
Monthly Interest"); provided, however, that in addition to the Class B Monthly
Interest an amount equal to the amount of any unpaid Class B Deficiency
Amounts, as defined below, plus an amount equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (2) the sum of the
Class B Certificate Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class B Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class B Certificateholders) (the "Class B Additional
Interest") shall also be distributable to the Class B Certificates, and on such
Transfer Date the Trustee shall deposit such funds, to the extent available,
into the Distribution Account. The "Class B Deficiency Amount" for any
Transfer Date shall be equal to the excess, if any, of the aggregate amount
accrued pursuant to this subsection 4.6(b) as of the prior Interest Period over
the amount actually transferred to the Distribution Account for payment of such
amount.
(c) The amount of monthly interest distributable to the Collateral
Interest, which shall be an amount equal to the product of (i)(A) a fraction,
the numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Collateral Rate in
effect with respect to the related Interest Period, and (ii) the Collateral
Interest determined as of the close of business on the Distribution Date
preceding the related Transfer Date (after giving effect to all of the
transactions occurring on such date) (the "Collateral Monthly Interest");
provided, however, that for the purposes of determining Collateral Monthly
Interest only, the Collateral Rate shall not exceed a per annum rate of 1% in
excess of LIBOR as determined on the related LIBOR Determination Date.
SECTION 4.7 Determination of Monthly Principal.
(a) The amount of monthly principal distributable from the Principal
Account with respect to the Class A Certificates on each Transfer Date ("Class
A Monthly Principal"), beginning with the Transfer Date in the month following
the month in which the Controlled Accumulation Period or, if earlier, the Rapid
Amortization Period, begins, shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Class A Scheduled Payment Date, the
Controlled Deposit Amount for such Transfer Date and (iii) the Class A Adjusted
Investor Interest on such Transfer Date prior to any deposit into the Principal
Funding Account to be made on such day.
(b) The amount of monthly principal distributable from the Principal
Account with respect to the Class B Certificates on each Transfer Date (the
"Class B Monthly Principal"), for the Controlled Accumulation Period, beginning
with the Transfer Date following the Monthly Period in which the Class A
Investor Interest has been paid in full, and during the Rapid Amortization
Period, beginning with the Transfer Date immediately preceding the Distribution
Date on which the Class A Investor Interest has been paid in full, shall be an
amount equal to the lesser of (i) the Available Investor Principal Collections
on deposit in the Principal Account with respect to such Transfer Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal on such Transfer Date) and (ii) the Class B Investor Interest
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) on such Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
Principal") distributable from the Principal Account with respect to the
Collateral Interest on each Transfer Date shall be (A) during the Revolving
Period following any reduction of the Required Collateral Interest pursuant to
clause (z) of the proviso in the definition thereof an amount equal to the
lesser of (1) the excess, if any, of the Collateral Interest (after taking into
account any adjustments to be made on such Transfer Date pursuant to Sections
4.10 and 4.12) over the Required Collateral Interest on such Transfer Date and
(2) the Available Investor Principal Collections on such Transfer Date or (B)
during the Controlled Accumulation Period or Rapid Amortization Period, an
amount equal to the lesser of (1) the excess, if any, of the Collateral
Interest (after taking into account any adjustments to be made on such Transfer
Date pursuant to Sections 4.10 and 4.12) over the Required Collateral Interest
on such Transfer Date and (2) the excess, if any, of (i) the Available Investor
Principal Collections on such Transfer Date over (ii) the sum of the Class A
Monthly Principal and the Class B Monthly Principal for such Transfer Date.
SECTION 4.8 Coverage of Required Amount. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "Class A Required
Amount"), if any, by which the sum of (i) the Class A Monthly Interest for such
Transfer Date, plus (ii) the Class A Deficiency Amount, if any, for such
Transfer Date, plus (iii) the Class A Additional Interest, if any, for such
Transfer Date, plus (iv) the Class A Servicing Fee for the prior Monthly Period
plus (v) the Class A Servicing Fee, if any, due but not paid on any prior
Transfer Date, plus (vi) the Class A Investor Default Amount, if any, for the
prior Monthly Period, exceeds the Class A Available Funds for the related
Monthly Period.
(b) On or before each Transfer Date, the Servicer shall also
determine the amount (the "Class B Required Amount"), if any, equal to the sum
of (i) the amount, if any, by which the sum of (A) the Class B Monthly Interest
for such Transfer Date, plus (B) the Class B Deficiency Amount, if any, for
such Transfer Date plus (C) the Class B Additional Interest, if any, for such
Transfer Date, plus (D) the Class B Servicing Fee for the prior Monthly Period
plus (E) the Class B Servicing Fee, if any, due but not paid on any prior
Transfer Date, exceeds the Class B Available Funds for the related Monthly
Period plus (ii) the Class B Investor Default Amount, if any, for the prior
Monthly Period.
(c) In the event that the sum of the Class A Required Amount and the
Class B Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on or before such Transfer Date. In
the event that the Class A Required Amount for such Transfer Date is greater
than zero, all or a portion of the Excess Spread and Shared Excess Finance
Charge Collections allocable to Series 1996-4 with respect to such Transfer
Date in an amount equal to the Class A Required Amount, to the extent
available, for such Transfer Date shall be distributed from the Finance Charge
Account on such Transfer Date pursuant to subsection 4.11(a). In the event
that the Class A Required Amount for such Transfer Date exceeds the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
1996-4 with respect to such Transfer Date, the Collections of Principal
Receivables allocable to the Collateral Interest and the Collections of
Principal Receivables allocable to the Class B Certificates with respect to the
prior Monthly Period shall be applied as specified in Section 4.12. In the
event that the Class B Required Amount for such Transfer Date exceeds the
amount of Excess Spread and Shared Excess Finance Charge Collections allocable
to Series 1996-4 available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable to the
Collateral Interest (after application to the Class A Required Amount) shall be
applied as specified in Section 4.12; provided, however, that the sum of any
payments pursuant to this paragraph shall not exceed the sum of the Class A
Required Amount and Class B Required Amount.
SECTION 4.9 Monthly Payments. On or before each Transfer Date, the
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such Transfer
Date or the related Distribution Date, as applicable, to the extent of
available funds, the amounts required to be withdrawn from the Finance Charge
Account, the Principal Account, the Principal Funding Account and the
Distribution Account as follows:
(a) An amount equal to the Class A Available Funds deposited into the
Finance Charge Account for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:
(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 1996-4;
and
(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.9(d)(i) and (ii) above shall be
paid to the Holder of the Transferor Certificate; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate pursuant
to this subsection 4.9(d)(iii) with respect to such Transfer Date shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.3(b)) and otherwise deposited into
the Excess Funding Account.
(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly Principal for such
Transfer Date, shall be (A) during the Controlled Accumulation Period,
deposited into the Principal Funding Account, and (B) during the Rapid
Amortization Period, deposited into the Distribution Account;
(ii) after giving effect to the distribution referred to in clause
(i) above, an amount equal to the Class B Monthly Principal, shall be
deposited into the Distribution Account;
(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1996-4 Termination Date, in which case on
the Series 1996-4 Termination Date) after giving effect to the
distribution referred to in clauses (i) and (ii) above, an amount equal to
Collateral Monthly Principal shall be distributed to the Collateral
Interest Holder in accordance with the Loan Agreement;
(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.9(e)(i), (ii) and (iii) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Series Supplement for
each Series and (2) the Cumulative series Principal Shortfall and (B) the
Available Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and applied to
Series other than this Series 1996-4; and
(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in
subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of
the Transferor Certificate; provided, however, that the amount to be paid
to the Holder of the Transferor Certificate pursuant to this subsection
4.9(e)(v) with respect to such Transfer Date shall be paid to the Holder
of the Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables created on
or prior to such Transfer Date and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(f) on the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance
with instructions from the Servicer, shall withdraw from the Principal Funding
Account and deposit in the Distribution Account the amount on deposit in the
Principal Funding Account.
(g) On each Distribution Date, the Trustee shall pay in accordance
with subsection 5.1(a) to the Class A Certificateholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to
subsection 4.9(a)(i) on the preceding Transfer Date and (b) to the Class B
Certificateholders from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.9(b)(i) on the preceding Transfer
Date.
(h) On the earlier to occur of (i) the first Distribution Date with
respect to the Rapid Amortization Period and (ii) the Class A Scheduled Payment
Date and on each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay in accordance with
Section 5.1 from the Distribution Account the amount so deposited into the
Distribution Account pursuant to subsections 4.9(e) and (f) on the related
Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class A Investor Interest shall be paid to
the Class A Certificateholders; and
(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date, after
giving effect to the distributions referred to in clause (i) above, an
amount equal to the lesser of such amount on deposit in the Distribution
Account and the Class B Investor Interest shall be paid to the Class B
Certificateholders.
(i) The Controlled Accumulation Period is scheduled to commence at
the close of business on October 31, 2002; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than 12
months, the date on which the Controlled Accumulation Period actually commences
will be delayed to the first Business Day of the month that is the number of
whole months prior to the Class A Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the Determination Date immediately preceding the July 2002
Distribution Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the "Accumulation
Period Length" which will equal the number of whole months such that the sum of
the Accumulation Period Factors for each month during such period will be equal
to or greater than the Required Accumulation Factor Number; provided, however,
that the Accumulation Period Length will not be determined to be less than one
month.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Transfer Date, the Class A Investor
Default Amount for the prior Monthly Period exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.9(a)(iii), subsection
4.11(a) and Section 4.12 with respect to such Monthly Period, the Collateral
Interest (after giving effect to reductions for any Collateral Charge-offs and
any Reallocated Principal Collections on such Transfer Date) will be reduced by
the amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date) for such Transfer Date. In the event that
such reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest will be reduced to zero, and the Class B Investor Interest
(after giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be
reduced by the amount by which the Collateral Interest would have been reduced
below zero. In the event that such reduction would cause the Class B Investor
Interest to be a negative number, the Class B Investor Interest will be reduced
to zero, and the Class A Investor Interest will be reduced by the amount by
which the Class B Investor Interest would have been reduced below zero, but not
by more than the Class A Investor Default Amount for such Transfer Date (a
"Class A Investor Charge-Off"). If the Class A Investor Interest has been
reduced by the amount of any Class A Investor Charge-Offs, it will be
reimbursed on any Transfer Date (but not by an amount in excess of the
aggregate Class A Investor Charge-Offs) by the amount of Excess Spread and
Shared Excess Finance Charge Collections allocable to Series 1996-4 allocated
and available for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall calculate the
Class B Investor Default Amount. If on any Transfer Date, the Class B Investor
Default Amount for the prior Monthly Period exceeds the amount of Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 1996-4 and
Reallocated Collateral Principal Collections which are allocated and available
to fund such amount pursuant to subsection 4.11(c) and Section 4.12, the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer Date and
any adjustments with respect thereto as described in subsection 4.10(a) above)
will be reduced by the amount of such excess but not by more than the lesser of
the Class B Investor Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) for such Transfer Date. In
the event that such reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest shall be reduced to zero and the Class
B Investor Interest shall be reduced by the amount by which the Collateral
Interest would have been reduced below zero, but not by more than the Class B
Investor Default Amount for such Transfer Date (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral Interest
pursuant to Section 4.12 and the amount of any portion of the Class B Investor
Interest allocated to the Class A Certificates to avoid a reduction in the
Class A Investor Interest pursuant to subsection 4.10(a) above. The Class B
Investor Interest will thereafter be reimbursed (but not to an amount in excess
of the unpaid principal balance of the Class B Certificates) on any Transfer
Date by the amount of Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 1996-4 allocated and available for that purpose
as described under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall calculate
the Collateral Default Amount. If on any Transfer Date, the Collateral Default
Amount for the prior Monthly Period exceeds the amount of Excess Spread and
Shared Excess Finance Charge Collections allocable to Series 1996-4 allocated
and available to fund such amount pursuant to subsection 4.11(g), the
Collateral Interest will be reduced by the amount of such excess but not by
more than the lesser of the Collateral Default Amount and the Collateral
Interest for such Transfer Date (a "Collateral Charge-Off"). The Collateral
Interest will also be reduced by the amount of Reallocated Principal
Collections pursuant to Section 4.12 and the amount of any portion of the
Collateral Interest allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor Interest, pursuant to
subsection 4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Collateral Interest will thereafter be reimbursed
on any Transfer Date by the amount of the Excess Spread and Shared Excess
Finance Charge Collections allocable to Series 1996-4 allocated and available
for that purpose as described under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer Date, the
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Excess Spread with
respect to the related Monthly Period to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class A Required Amount
and be applied in accordance with, and in the priority set forth in, subsection
4.9(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class B Required Amount
and be applied first in accordance with, and in the priority set forth in,
subsection 4.9(b) and then any remaining amount available to pay the Class B
Investor Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor Interest
for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;
(e) an amount equal to the Collateral Monthly Interest plus the
amount of any past due Collateral Monthly Interest for such Transfer Date shall
be paid to the Collateral Interest Holder in accordance with the Loan
Agreement;
(f) an amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(h) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for reasons
other than the payment of principal to the Collateral Interest Holder (but not
in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.15(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount shall
be deposited into the Reserve Account;
(j) an amount equal to the amounts determined to be payable pursuant
to subsections 2.11(a)(i), (ii) and (iii) of the Loan Agreement shall be paid
to the Collateral Interest Holder; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Shared Excess
Finance Charge Collections" with respect to other Series in Group One.
To the extent of the Finance Charge Shortfall, if any, following the
application on each Transfer Date of Shared Excess Spread as described above,
the servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Shared Excess Finance
Charge Collections with respect to Group One allocable to Series 1996-4 in the
priority set forth above.
SECTION 4.12 Reallocated Principal Collections. On or before each
Transfer Date, the Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B hereto) to withdraw
from the Principal Account and apply Reallocated Principal Collections
(applying all Reallocated Collateral Principal Collections in accordance with
subsections 4.12(a) and (b) prior to applying any Reallocated Class B Principal
Collections in accordance with subsection 4.12(a) for any amounts still owing
after the application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on each
Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period, shall be
applied pursuant to the priority set forth in subsection 4.9(a); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread allocated and available to the Class B Certificates
pursuant to subsection 4.11(c) on such Transfer Date shall be applied first
pursuant to the priority set forth in subsection 4.9(b) and then pursuant to
subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest shall be reduced
by the amount of Reallocated Collateral Principal Collections and by the amount
of Reallocated Class B Principal Collections for such Transfer Date. In the
event that such reduction would cause the Collateral Interest (after giving
effect to any Collateral Charge-Offs for such Transfer Date) to be a negative
number, the Collateral Interest (after giving effect to any Collateral Charge-
Offs for such Transfer Date) shall be reduced to zero and the Class B Investor
Interest shall be reduced by the amount by which the Collateral Interest would
have been reduced below zero. In the event that the reallocation of
Reallocated Principal Collections would cause the Class B Investor Interest
(after giving effect to any Class B Investor Charge-Offs for such Transfer
Date) to be a negative number on any Transfer Date, Reallocated Principal
Collections shall be reallocated on such Transfer Date in an aggregate amount
not to exceed the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer Date) to be
reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections allocable
to Series 1996-4 on any Transfer Date shall be applied as Available Investor
Principal Collections pursuant to Section 4.9 and pursuant to such Section 4.9
shall be deposited in the Distribution Account or distributed in accordance
with the Loan Agreement.
(b) Shared Principal Collections allocable to Series 1996-4 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 1996-4 for such Transfer Date;
provided, however, that if the aggregate amount of Shared Principal Collections
for all Series for such Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared Principal Collections
allocable to Series 1996-4 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with respect
to Series 1996-4 for such Transfer Date and the denominator of which is the
aggregate amount of Cumulative Series Principal Shortfall for all Series for
such Transfer Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the Investor Certificateholders. If at any time
the Principal Funding Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or
the Servicer on its behalf) shall, within 10 Business Days, establish a new
Principal Funding Account meeting the conditions specified in the definition of
Eligible Deposit Account, and shall transfer any cash or any investments to
such new Principal Funding Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement of
the Controlled Accumulation Period) prior to termination of the Principal
Funding Account make a deposit into the Principal Funding Account in the amount
specified in, and otherwise in accordance with, subsection 4.9(e).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature
so that such funds will be available for withdrawal on or prior to the
following Transfer Date. The Trustee shall maintain for the benefit of the
Investor Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee,
acting at the Servicer's direction given on or before such Transfer Date, shall
transfer from the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds on deposit in the Principal Funding
Account, but not in excess of the Covered Amount, for application as Class A
Available Funds applied pursuant to subsection 4.9(a)(i).
Any Excess Principal Funding Investment Proceeds shall be paid to the
Transferor on each Transfer Date. An amount equal to any Principal Funding
Investment Shortfall shall be deposited in the Finance Charge Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsection 4.15(d). Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain, on behalf of the Trust,
for the benefit of the Investor Certificateholders, an Eligible Deposit Account
(the "Reserve Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Reserve Account and in all
proceeds thereof. The Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor Certificateholders. If
at any time the institution holding the Reserve Account ceases to be an
Eligible Deposit Account, the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within 10
Business Days, establish a new Reserve Account meeting the conditions specified
in the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Reserve Account. The Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Reserve Account from time to
time in an amount up to the Available Reserve Account Amount at such time, for
the purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Reserve Account Funding Date) prior to termination of
the Reserve Account make a deposit into the Reserve Account in the amount
specified in, and otherwise in accordance with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Permitted Investments. Funds on
deposit in the Reserve Account on any Transfer Date, after giving effect to any
withdrawals from the Reserve Account on such Transfer Date, shall be invested
in such investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee shall
maintain for the benefit of the Investor Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Class A Available Funds for such
Transfer Date. For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Series Supplement,
except as otherwise provided in the preceding sentence, investment earnings on
such funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Reserve Draw Amount"
which shall be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period; provided,
however, that such amount will be reduced to the extent that funds otherwise
would be available for deposit in the Reserve Account under Section 4.11(i)
with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount
is greater than zero, the Reserve Draw Amount, up to the Available Reserve
Account Amount, shall be withdrawn from the Reserve Account on such Transfer
Date by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Finance Charge Account and included in Class A
Available Funds for such Transfer Date.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account, and pay in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
1996-4 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance with the
Loan Agreement, all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall determine
LIBOR on the basis of the rate for deposits in United States dollars for a
period equal to the relevant Interest Period which appears on Telerate Page
3750 as of 11:00 a.m., London time, on such date. If such rate does not appear
on Telerate Page 3750, the rate for that LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to
the relevant Interest Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If
at least two such quotations are provided, the rate for that LIBOR
Determination Date shall be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on that day for loans in United States dollars to leading
European banks for a period equal to the relevant Interest Period.
(b) The Class A Certificate Rate and Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Investor Certificateholder by telephoning the Trustee at
its Corporate Trust Office at (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 1996-4 Certificateholders on each Distribution Date. The Servicer
shall, upon request of the Trustee, promptly provide the Trustee with all
information necessary to allow the Trustee to make such payment, deposit or
withdrawal. Such funds or the proceeds of such withdrawal shall be applied by
the Trustee in the manner in which such payment or deposit should have been
made by the Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. (a) On each Distribution Date, the
Trustee shall distribute (in accordance with the certificate delivered on or
before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate Undivided Interests represented by Class A
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class A Certificateholders pursuant
to Section 4.9 by check mailed to each Class A Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register), except
that with respect to Class A Certificates registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately available
funds.
(b) On each Distribution Date, the Trustee shall distribute (in
accordance with the certificate delivered on or before the related Transfer
Date by the Servicer to the Trustee pursuant to subsection 3.4(b)) to each
Class B Certificateholder of record on the immediately preceding Record Date
(other than as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution) such Certificateholder's pro rata share (based on the aggregate
Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are
payable to the Class B Certificateholders pursuant to Section 4.9 by check
mailed to each Class B Certificateholder (at such Certificateholder's address
as it appears in the Certificate Register), except that with respect to Class B
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.
SECTION 5.2 Monthly Series 1996-4 Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee shall forward to
each Series 1996-4 Certificateholder, each Rating Agency and the Collateral
Interest Holder a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and
setting forth, among other things, the following information (which, in the
case of subclauses (i) and (ii) below, shall be stated on the basis of an
original principal amount of $1,000 per Certificate and, in the case of
subclauses (viii) and (ix) shall be stated on an aggregate basis and on the
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 1997, the Trustee shall
distribute to each Person who at any time during the preceding calendar year
was a Series 1996-4 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1996-4 Certificateholders, as set forth in subclauses (i) and
(ii) above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 1996-4 Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificates as debt) as the Servicer deems necessary or desirable to enable
the Series 1996-4 Certificateholders to prepare their tax returns. Such
obligations of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect.
SECTION 9. Series 1996-4 Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 1996-4 Certificateholders (which
determination shall be made without reference to the amount of the Collateral
Interest) and which continues unremedied for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the Transferor
and the Trustee by the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this Series
1996-4, and continues to affect materially and adversely the interests of the
Series 1996-4 Certificateholders (which determination shall be made without
reference to the amount of the Collateral Interest) for such period;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any
material respect for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to
the Transferor by the Trustee, or to the Transferor and the Trustee by the
Holders of Investor Certificates evidencing Undivided Interests aggregating not
less than 50% of the Investor Interest of this Series 1996-4, and (ii) as a
result of which the interests of the Series 1996-4 Certificateholders are
materially and adversely affected (which determination shall be made without
reference to the amount of the Collateral Interest) and continue to be
materially and adversely affected for such period; provided, however, that a
Series 1996-4 Pay Out Event pursuant to this subsection 9(b) hereof shall not
be deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average Base Rate for such
period;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by subsection
2.6(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1996-4 Certificateholders; or
(f) the Class A Investor Interest shall not be paid in full on the
Class A Scheduled Payment Date or the Class B Investor Interest shall not be
paid in full on the Class B Scheduled Payment Date;
then, in the case of any event described in subsection 9(a), (b) or (e) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates and the Collateral Interest Holder
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 1996-4 by notice then given in writing to the
Transferor and the Servicer (and to the Trustee if given by the
Certificateholders) may declare that a pay out event (a "Series 1996-4 Pay Out
Event") has occurred as of the date of such notice, and in the case of any
event described in subsection 9(c), (d) or (f) hereof, a Series 1996-4 Pay Out
Event shall occur without any notice or other action on the part of the Trustee
or the Investor Certificateholders immediately upon the occurrence of such
event.
SECTION 10. Issuance of Additional Certificates.
(a) During the Revolving Period, the Transferor may, in its
discretion and subject to the terms of subsection (b) below, request the
Trustee to issue additional Investor Certificates of each Class (all such
additional certificates, the "Additional Certificates") in an amount and on the
date (the "Additional Certificate Date") determined by the Transferor. Upon
issuance, the Additional Certificates will be identical in all respects (except
that the principal amount of such Additional Certificates may be different) to
the Investor Certificates currently outstanding and will be equally and ratably
entitled to the benefits of this Series Supplement and the Pooling and
Servicing Agreement. The outstanding principal amounts of all Classes of
Investor Certificates shall be increased pro rata. The Controlled Accumulation
Amount for each Class shall be increased proportionally to reflect the
additional amounts represented by the Additional Certificates.
(b) Additional Certificates shall only be issued upon satisfaction
of all of the following conditions:
(i) On or before the fifth Business Day immediately preceding
the date on which the Additional Certificates are to be issued, the
Transferor shall give notice to the Trustee, the Servicer, the
Collateral Interest Holder and the Rating Agencies of such issuance
and the date upon which it is to occur;
(ii) After giving effect to the Additional Certificates, the
total amount of Principal Receivables in the Trust shall be greater
than or equal to the Minimum Aggregate Principal Receivables;
(iii) The Transferor shall have delivered evidence of the
proportional increase in the Collateral Interest to the Trustee
and the Rating Agencies;
(iv) On or before the Additional Certificate Date, the Trustee
shall have been provided evidence that the Rating Agency Condition
shall have been satisfied with respect to such issuance;
(v) The Transferor shall have delivered to the Trustee an
Officer's Certificate dated as of the Additional Certificate Date,
stating that the Transferor reasonably believes that the issuance
of such Additional Certificates will not have a material adverse
effect on any outstanding Class of Investor Certificates;
(vi) As of the Additional Certificate Date, the amount of
Investor Charge-Offs for all Classes of Investor Certificates
shall be zero; and
(vii) The Transferor shall have delivered to the Trustee
a Tax Opinion with respect to such issuance.
SECTION 11. Series 1996-4 Termination. The right of the
Investor Certificateholders to receive payments from the Trust will terminate
on the first Business Day following the Series 1996-4 Termination Date.
SECTION 12. Counterparts. This Series Supplement may be executed
in any number of counterparts, each of which so executed shall be deemed to
be an original, but all of such counterparts shall together constitute but
one and the same instrument.
SECTION 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF
CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and each Certificateholder, by
accepting a Series 1996-4 Certificate hereby covenant and agree that they will
not at any time institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this Series Supplement.
SECTION 15. Tax Representation and Covenant. Any holder of an
interest in the Trust acquired pursuant to Section 12.1(b) in respect of the
Series 1996-4 Certificates shall be required to represent and covenant in
connection with such acquisition that (x) it has neither acquired, nor will it
sell, trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through either (i) an "established securities
market" within the meaning of Code section 7704(b)(1), including without
limitation an interdealer quotation system that regularly disseminates firm buy
or sell quotations by identified brokers or dealers by electronic means or
otherwise or (ii) a "secondary market" within the meaning of Code section
7704(b)(2), including a market wherein interests in the Trust are regularly
quoted by any person making a market in such interests and a market wherein any
person regularly makes available bid or offer quotes with respect to interests
in the Trust and stands ready to effect buy or sell transactions at the quoted
prices for itself or on behalf of others, (y) unless the Transferor consents
otherwise, such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section 7701(a)(3) and (ii)
is not, and will not become, an S corporation as described in Code section
1361, and (z) it will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar representations and covenants for
the benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such holder shall further
agree in connection with its acquisition of such interest that, in the event of
any breach of its (or its participant's) representation and covenant that it
(or its participant) is and shall remain classified as a corporation other than
an S corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all actions necessary to permit such replacement investor to
succeed to its rights and obligations as a holder (or to the rights of its
participant).
SECTION 16. Amendment to Agreement. By purchasing their
Series 1996-4 Certificates each Investor Certificateholder shall be deemed to
have consented that The Chase Manhattan Bank shall be replaced as Servicer with
The Chase Manhattan Bank USA, National Association, as a successor servicer
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 1996-4 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By:/s/ Xxxxx Xxxxxx
__________________________________
Name: Xxxxx Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996
and Servicer
By:/s/ Xxxxx XxXxxxxx
__________________________________
Name: Xxxxx XxXxxxxx
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By:/s/ Xxxxx Xxxxxxxxx
__________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
EXHIBIT A-1
TO SERIES 1996-4 SUPPLEMENT
FORM OF CERTIFICATE
CLASS A
Unless This Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Chase
Manhattan Bank USA, National Association, or its agent
for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of
Cede & Co. or in such other name as requested by an
authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an
interest herein.
No. ___ $_________
CUSIP XX. 00000X XX0
XXXXX CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-4
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard (Registered Trademark) and VISA (Registered
Trademark) credit card receivables generated or acquired by Chase
Manhattan Bank USA, National Association ("Chase USA") and other assets and
interests constituting the Trust under the Pooling and Servicing Agreement
described below.
____________________________
[FN]
MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc. and of Visa
U.S.A., Inc., respectively.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected
MasterCard and VISA credit card accounts (the "Accounts") of Chase
USA, a national banking association, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits
of the Collateral Interest, all proceeds of the foregoing and the other assets
and interests constituting the Trust pursuant to the Second Amended and
Restated Pooling and Servicing Agreement dated as of September 1, 1996 as
supplemented by the Series 1996-4 Supplement dated as of November 14, 1996
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee (the "Trustee"). To the extent not defined herein, capitalized terms
used herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
The Series 1996-4 Certificates are issued in two classes, the
Class A Certificates (of which this certificate is one) and the Class B
Certificates, which are subordinated to the Class A Certificates in certain
rights of payment as described herein and in the Pooling and Servicing
Agreement.
The Transferor has structured the Pooling and Servicing Agreement
and the Series 1996-4 Certificates with the intention that the Series
1996-4 Certificates will qualify under applicable tax law as indebtedness, and
each of the Transferor, the Holder of the Transferor Certificate, the Servicer
and each Series 1996-4 Certificateholder (or Series 1996-4 Certificate Owner)
by acceptance of its Series 1996-4 Certificate (or in the case of a Series
1996-4 Certificate Owner, by virtue of such Series 1996-4 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1996-4 Certificates (or
any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1996-4 Certificateholder agrees that it
will cause any Series 1996-4 Certificate Owner acquiring an interest in a
Series 1996-4 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1996-4 Certificates as indebtedness for
certain tax purposes.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class
A Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound. This Class A Certificates is one of a duly
authorized Series of Investor Certificates entitled "Class A Floating Rate
Asset Backed Certificates, Series 1996-4" (the "Class A Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts allocated to the Class A Certificates
at the times and in the amounts specified in the Pooling and Servicing
Agreement and to be deposited in the Investor Accounts, the Principal Funding
Account and the Reserve Account or paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class B Floating Rate Asset Backed Certificates, Series 1996-4" (the "Class B
Certificates"), which represent an Undivided Interest in the Trust subordinate
to the Class A Certificates, and the "Collateral Interest, Series 1996-4" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Class B Certificates and the
subordination of the Collateral Interest to the Class A Certificates shall
constitute the Enhancement for the Class A Certificates.
The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in the
Trust shall not exceed an amount equal to the Class A Investor Interest and the
Class B Investor Interest, respectively, at such time. As of the Closing Date,
the Class A Initial Investor Interest is $1,400,000,000, the Class B Initial
Investor Interest is $116,666,000 and the Collateral Initial Interest is
$150,000,666.67.
The Class A Investor Interest on any date of determination will
be an amount equal to (a) the Class A Initial Investor Interest minus (b) the
aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
excess, if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement over
Class A Investor Charge-Offs reimbursed prior to such date of determination
pursuant to subsection 4.11(b) of the Pooling and Servicing Agreement;
provided, however, that the Class A Investor Interest may not be reduced below
zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Class A Investor Interest will
be further reduced (such reduced amount, the "Class A Adjusted Investor
Interest") by the aggregate principal amount of funds on deposit in the
Principal Funding Account. The Class A Investor Interest together with the
aggregate interest represented by the Class B Certificates in the Principal
Receivables in the Trust (the "Class B Investor Interest") and the aggregate
interest represented by the Collateral Interest in the Principal Receivables in
the Trust are sometimes collectively referred to herein as the "Investor
Interest."
In addition to the Class A Certificates, the Class B Certificates and
the Collateral Interest, a Transferor Certificate representing an undivided
interest in the Trust will be issued to the Transferor pursuant to the Pooling
and Servicing Agreement. The Transferor Certificate will represent
the interest in the Principal Receivables not represented by all of the Series
of Investor Certificates issued by the Trust. The Transferor Certificate may
be exchanged by the Transferor pursuant to the Pooling and Servicing Agreement
for a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class A Certificates from the Closing
Date through December 15, 1996, and with respect to each Interest Period
thereafter, at the rate of LIBOR plus 0.13% per annum, as more specifically
set forth in the Pooling and Servicing Agreement (the "Class A Certificate
Rate"), and will be distributed on December 16, 1996 and on the 15th day
of each calendar month thereafter, or if such day is not a Business Day,
on the next succeeding Business Day (a "Distribution Date"), to the Class
A Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A Monthly
Principal will be distributed to the Class A Certificateholder on each
Distribution Date until the Class A Certificates have been paid in full.
During the Controlled Accumulated Period, in addition to monthly payments of
Class A Monthly Interest, the amount on deposit in the Principal Funding
Account will be distributed as principal to the Class A Certificateholders on
the November 2003 Distribution Date (the "Class A Scheduled Payment Date"),
unless distributed earlier as a result of the occurrence of a Pay Out Event in
accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 1996-4 Certificates, (ii) with
respect to the Class A Certificates, from other amounts constituting Class A
Available Funds, and (iii) with respect to the Class B Certificates, from other
amounts constituting Class B Available Funds, the following amounts: (x) an
amount equal to the product of (i) (A) a fraction, the numerator of which is
the actual number of days in the related Interests Period and the denominator
of which is 360, times (B) the Class A Certificate Rate for such Interest
Period and (ii) the Class A Certificate Rate and (ii) the Class A Investor
Interest as of the close of business on the last day of the preceding Monthly
Period ("Class A Monthly Interest"), provided, however, that with respect to
the first Distribution Date, Class A Monthly Interest shall be equal to the
interest accrued on the Class A Initial Investor Interest at the applicable
Class A Certificate Rate for the period from the Closing Date through December
15, 1996; and (y) amounts up to the Class B Monthly Interest followed by the
Collateral Monthly Interest, in the actual amounts and manner described in the
Pooling and Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the preceding
Monthly Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement in the following order of priority: (i) the
Class B Monthly Interest for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for such Transfer Date plus the amount of any Class B Servicing Fee due but not
paid on any prior Transfer Date. The balance of the amount withdrawn from the
Finance Charge Account allocable to the Series 1996-4 Certificates, if any,
after giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date thereafter,
the Servicer shall instruct the Trustee in writing to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw on such
Transfer Date from the Principal Account an amount equal to the Available
Investor Principal Collections on deposit in the Principal Account and from
such amounts, (A) deposit an amount equal to Class A Monthly Principal (i)
during the Controlled Accumulation Period, into the Principal Funding Account,
and (ii) during the Rapid Amortization Period, into the Distribution Account,
(B) after the Class A Certificates have been paid in full, deposit an amount
equal to Class B Monthly Principal into the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with respect
to the Rapid Amortization Period or the Transfer Date immediately preceding the
Class A Scheduled Payment Date, the Servicer shall instruct the Trustee to
withdraw, and the Trustee shall withdraw from the Principal Funding Account and
deposit in the Distribution Account the amount on deposit in the Principal
Funding Account.
On the Class A Scheduled Payment Date or on each Distribution
Date with respect to a Rapid Amortization Period, the Trustee shall pay from
amounts on deposit in the Distribution Account an amount equal to the lesser of
the Class A Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the related
Monthly Period, and after the Class A Certificates have been paid in full
(after taking into account distributions to be made on the related Distribution
Date), Available Investor Principal Collections shall be applied to the Class B
Certificates and Collateral Interest as specified in the Pooling and Servicing
Agreement.
On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders and the Class B Certificateholders the amount deposited on
the related Transfer Date into the Distribution Account in respect of Class A
Monthly Interest and Class B Monthly Interest, respectively. On each Transfer
Date, the Trustee shall pay to the Collateral Interest Holder the Collateral
Monthly Interest, to the extent funds are available. Distributions with
respect to this Series 1996-4 Certificate will be made by the Trustee by,
except as otherwise provided in the Pooling and Servicing Agreement, check
mailed to the address of each Series 1996-4 Certificateholder of record
appearing in the Certificate Register and except for the final distribution in
respect of this Series 1996-4 Certificate, without the presentation or
surrender of this Series 1996-4 Certificate or the making of any notation
thereon; provided, however, that with respect to Series 1996-4 Certificates
registered in the name of the nominee of a Clearing Agency, distributions will
be made in the form of immediately available funds.
This Class A Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1996-4 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1996-4 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class A Certificate shall be registered in
the Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of transfer in
a form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class A Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to
the contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 1996-4 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1996-4 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
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 1996-4, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
___________________________
Authorized Signatory
EXHIBIT A-2
TO SERIES 1996-4 SUPPLEMENT
FORM OF CERTIFICATE
CLASS B
Unless This Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Chase Manhattan Bank USA, National Association, or its
agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co.
or in such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
Each purchaser represents and warrants for the benefit of
Chase Manhattan Bank USA, National Association, that unless such
purchaser, at its expense, delivers to the Trustee, the Servicer
and the Transferor an opinion of counsel satisfactory to them to the
effect that the purchase or holding of this certificate by such
purchaser will not result in the assets of the trust being deemed to
be "assets of the benefit plan" or subject to the prohibited
transaction provisions of ERISA and the code and will not subject
the Trustee, the Transferor or the Servicer to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement,
such purchaser is not (i) an employee benefit plan (as defined in
section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")) that is subject to the provisions of title I
of ERISA, (ii) a plan described in section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or (iii) an entity whose underlying
assets include plan assets by reason of a plan's investment in the
entity.
No. ___ $116,666,000
CUSIP NO. 16151P AB3
CHASE CREDIT CARD MASTER TRUST
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1996-4
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard (Registered Trademark) and VISA (Registered
Trademark) credit card receivables generated or acquired by Chase Manhattan
Bank USA, National Association ("Chase USA"), and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
_______________________________
[FN]
MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc. and of Visa
U.S.A., Inc., respectively.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with
selected MasterCard and VISA credit card accounts (the "Accounts") of Chase
USA, a national banking association, all monies due or to become due in payment
of the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), the benefits
of the Collateral Interest, all proceeds of the foregoing and the other assets
and interests constituting the Trust pursuant to the Second Amended and
Restated Pooling and Servicing Agreement dated as of September 1, 1996 as
supplemented by the Series 1996-4 Supplement dated as of November 14, 1996
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee (the "Trustee"). To the extent not defined herein, capitalized terms
used herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
The Series 1996-4 Certificates are issued in two classes, the
Class A Certificates and the Class B Certificates (of which this certificate is
one), which are subordinated to the Class A Certificates in certain rights of
payment as described herein and in the Pooling and Servicing Agreement.
The Transferor has structured the Pooling and Servicing
Agreement and the Series 1996-4 Certificates with the intention that the Series
1996-4 Certificates will qualify under applicable tax law as indebtedness, and
each of the Transferor, the Holder of the Transferor Certificate, the Servicer
and each Series 1996-4 Certificateholder (or Series 1996-4 Certificate Owner)
by acceptance of its Series 1996-4 Certificate (or in the case of a Series
1996-4 Certificate Owner, by virtue of such Series 1996-4 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 1996-4 Certificates (or
any beneficial interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any other tax imposed on
or measured by income. Each Series 1996-4 Certificateholder agrees that it
will cause any Series 1996-4 Certificate Owner acquiring an interest in a
Series 1996-4 Certificate through it to comply with the Pooling and Servicing
Agreement as to treatment of the Series 1996-4 Certificates as indebtedness for
certain tax purposes.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class
B Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound. This Class B Certificate is one of a duly
authorized Series of Investor Certificates entitled "Class B Floating Rate
Asset Backed Certificates, Series 1996-4" (the "Class B Certificates"), each of
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts allocated to the Class B Certificates
at the times and in the amounts specified in the Pooling and Servicing
Agreement and to be deposited in the Investor Accounts, the Principal Funding
Account and the Reserve Account or paid to the Class B Certificateholders.
Also issued under the Pooling and Servicing Agreement are the
"Class A Floating Rate Asset Backed Certificates, Series 1996-4" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to
the Class B Certificates, and the "Collateral Interest, Series 1996-4" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Collateral Interest to the Class B
Certificates shall constitute the Enhancement for the Class B Certificates.
The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in the
Trust shall not exceed an amount equal to the Class A Investor Interest and the
Class B Investor Interest, respectively, at such time. As of the Closing Date,
the Class A Initial Investor Interest is $1,400,000,000, the Class B Initial
Investor Interest is $116,666,000 and the Collateral Initial Interest is
$150,000,666.67.
The Class B Investor Interest shall mean, on any date
of determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class
B Investor Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(b) of the Pooling and Servicing Agreement, minus (d) the amount of the
Reallocated Class B Principal Collections allocated pursuant to subsection
4.12(a) of the Pooling and Servicing Agreement on all prior Transfer Dates for
which the Collateral Interest has not been reduced, minus (e) an amount equal
to the amount by which the Class B Investor Interest has been reduced on all
prior Transfer Dates pursuant to subsection 4.10(a) of the Pooling and
Servicing Agreement and plus (f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates pursuant to subsection
4.11(d) of the Pooling and Servicing Agreement, for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below zero.
The Class B Investor Interest together with the aggregate
interest represented by the Class A Certificates in the Principal Receivables
in the Trust (the "Class A Investor Interest") and the aggregate interest
represented by the Collateral Interest in the Principal Receivables in the
Trust are sometimes collectively referred to herein as the "Investor Interest."
In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate representing
an undivided interest in the Trust will be issued to the Transferor pursuant to
the Pooling and Servicing Agreement. The Transferor Certificate will represent
the interest in the Principal Receivables not represented by all of the Series
of Investor Certificates issued by the Trust. The Transferor Certificate may
be exchanged by the Transferor pursuant to the Pooling and Servicing Agreement
for a newly issued Series of Investor Certificates and a reissued Transferor
Certificate upon the conditions set forth in the Pooling and Servicing
Agreement.
Interest will accrue on the Class B Certificates from the
Closing Date through December 15, 1996, and with respect to each Interest
Period thereafter, at the rate of LIBOR plus 0.35% per annum, as more
specifically set forth in the Pooling and Servicing Agreement (the "Class B
Certificate Rate"), and will be distributed on December 16, 1996 and on the
15th day of each calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution Date"), to the Class
B Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). Class B Monthly
Principal will be distributed to the Class B Certificateholder (i) during the
Rapid Amortization Period, in addition to Class B Monthly Interest, on each
Distribution Date until the Class B Certificates have been paid in full or (ii)
during the Controlled Accumulated Period following the payment in full of the
Class A Investor Interest, on the December 2003 Distribution Date (the "Class B
Scheduled Payment Date"), unless distributed earlier as a result of the
occurrence of a Pay Out Event in accordance with the Pooling and Servicing
Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 1996-4 Certificates, (ii) with
respect to the Class A Certificates, from other amounts constituting Class A
Available Funds, and (iii) with respect to the Class B Certificates, from other
amounts constituting Class B Available Funds, the following amounts: (x) an
amount equal to the Class A Monthly Interest; (y) an amount equal to the
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Class B Certificate Rate for such Interest Period and (ii) the Class B
Investor Interest as of the close of business on the last day of the preceding
Monthly Period ("Class B Monthly Interest"), provided, however, that with
respect to the first Distribution Date, Class B Monthly Interest shall be equal
to the interest accrued on the Class B Initial Investor Interest at the
applicable Class B Certificate Rate for the period from the Closing Date
through December 15, 1996; and (Z) amounts up to the Collateral Monthly
Interest, in the actual amounts and manner described in the Pooling and
Servicing Agreement.
On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the amount
of any Class A Additional Interest for such Transfer Date, (ii) an amount equal
to the Class A Servicing Fee for such Transfer Date plus the amount of any
Class A Servicing Fee due but not paid on any prior Transfer Date and (iii) an
amount equal to the Class A Investor Default Amount, if any, for the preceding
Monthly Period. The Trustee on each Transfer Date shall apply the Class B
Available Funds withdrawn from the Finance Charge Account as required by the
Pooling and Servicing Agreement in the following order of priority: (i) the
Class B Monthly Interest for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, and (ii) the Class B Servicing Fee
for such Transfer Date plus the amount of any Class B Servicing Fee due but not
paid on any prior Transfer Date. The balance of the amount withdrawn from the
Finance Charge Account allocable to the Series 1996-4 Certificates, if any,
after giving effect to the applications above shall constitute "Excess Spread."
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulated Period or the Rapid
Amortization Period commences and on or before each Transfer Date thereafter,
the Servicer shall instruct the Trustee in writing to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw on such
Transfer Date from the Principal Account an amount equal to the Available
Investor Principal Collections on deposit in the Principal Account and from
such amounts, (A) deposit an amount equal to Class A Monthly Principal (i)
during the Controlled Accumulation Period, into the Principal Funding Account,
and (ii) during the Rapid Amortization Period, into the Distribution Account,
(B) after the Class A Certificates have been paid in full, deposit an amount
equal to Class B Monthly Principal into the Distribution Account, and (C) any
remaining amounts in the Principal Account shall be used for payment of
Collateral Monthly Principal.
On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period after payment in full of the Class
A Investor Interest or the Transfer Date immediately preceding the Class B
Scheduled Payment Date, the Servicer shall instruct the Trustee to withdraw,
and the Trustee shall withdraw from the Principal Account and deposit in the
Distribution Account the amount on deposit in the Principal Account.
On the Class B Scheduled Payment Date or on each Distribution
Date after payment in full of the Class A Investor Interest with respect to a
Rapid Amortization Period, the Trustee shall pay from amounts on deposit in the
Distribution Account an amount equal to the lesser of the Class B Investor
Interest and the amount of Available Investor Principal Collections on deposit
in the Distribution Account with respect to the related Monthly Period, and
after the Class B Certificates have been paid in full (after taking into
account distributions to be made on the related Distribution Date), Available
Investor Principal Collections shall be applied to the Collateral Interest as
specified in the Pooling and Servicing Agreement.
On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the Collateral
Interest Holder the Collateral Monthly Interest, to the extent funds are
available. Distributions with respect to this Series 1996-4 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, check mailed to the address of each Series 1996-4
Certificateholder of record appearing in the Certificate Register and except
for the final distribution in respect of this Series 1996-4 Certificate,
without the presentation or surrender of this Series 1996-4 Certificate or the
making of any notation thereon; provided, however, that with respect to
Series 1996-4 Certificates registered in the name of the nominee of a Clearing
Agency, distributions will be made in the form of immediately available funds.
This Class B Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 1996-4 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1996-4 Certificate is limited in right of
payment to certain collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of transfer in
a form satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Class B Certificateholder or such Class B Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Class B Certificates of authorized denominations and for the same aggregate
Undivided Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to
the contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 1996-4 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1996-4 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B 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 B Certificates of Chase Credit Card
Master Trust, Series 1996-4, referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
_____________________________
Authorized Signatory
