EXHIBIT 4.2
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1997-3 Certificateholders
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Series 1997-3 SUPPLEMENT
Dated as of September 22, 1997
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
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CHASE CREDIT CARD MASTER TRUST
Series 1997-3
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TABLE OF CONTENTS
Page
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SECTION 1. Designation......................................... 1
SECTION 2. Definitions......................................... 2
SECTION 3. Servicing Compensation and Assignment of
Interchange................................................... 23
SECTION 4. Reassignment and Transfer Terms..................... 25
SECTION 5. Delivery and Payment for the Investor Certificates.. 25
SECTION 6. Depository; Form of Delivery of Investor
Certificates.................................................. 25
SECTION 7. Article IV of Agreement............................. 25
SECTION 8. Article V of the Agreement.......................... 50
SECTION 9. Series 1997-3 Pay Out Events........................ 54
SECTION 10. Issuance of Additional Certificates................ 55
SECTION 11. Series 1997-3 Termination.......................... 56
SECTION 12. Counterparts....................................... 56
SECTION 13. Governing Law...................................... 57
SECTION 14. No Petition........................................ 57
SECTION 15. Tax Representation and Covenant.................... 57
SECTION 16. Amendment to Agreement............................. 57
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 1997-3 Certificateholders' Statement
SCHEDULE I Schedule to Exhibit C of the Pooling and
Servicing Agreement with respect to the Investor
Certificates
SCHEDULE II Amortization Calculation Table
ii
Series 1997-3 SUPPLEMENT, dated as of September 22, 1997 (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
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Certificates to be issued in two classes pursuant to the Agreement and this
Series Supplement and to be known together as the "Series 1997-3 Certificates."
The two classes shall be designated the Class A 6.777% Index Amortizing Asset
Backed Certificates, Series 1997-3 (the "Class A Certificates") and the Class B
Floating Rate Asset Backed Certificates, Series 1997-3 (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 1997-3 (the
"Collateral Interest").
(b) Series 1997-3 shall be included in Group One (as defined below).
Series 1997-3 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.
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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
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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
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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 1997-3) which are not expected to be in their revolving periods, and (c)
the initial investor interests (or other amounts specified in the applicable
Supplement) of all other outstanding Series 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 mean (a) with respect to the first
----------------------
Distribution Date with respect to the Controlled Accumulation Period, zero and
(b) with respect to each subsequent Distribution Date with respect to the
Controlled Accumulation Period, the sum (which shall not be less than zero) of
(i) the applicable Controlled Accumulation Amount for the Transfer Date in the
previous Monthly Period plus (ii) any Accumulation Shortfall for the
Distribution Date in the previous Monthly
2
Period minus (iii) any Accumulation Surplus for the Distribution Date in the
previous Monthly Period minus (iv) the amount distributed from the Principal
Account as Class A Monthly Principal pursuant to subsection 4.9(e)(i) on the
Transfer Date in the previous Monthly Period.
"Accumulation Surplus" shall mean (a) with respect to the first
--------------------
Distribution Date with respect to the Controlled Accumulation Period, zero and
(b) with respect to each subsequent Distribution Date with respect to the
Controlled Accumulation Period, the sum (which shall not be less than zero) of
(i) the excess of the amount paid to the Class A Certificateholders with respect
to the Controlled Distribution Amount over the amount thereof paid from amounts
on deposit in the Principal Funding Account, if any, on the Distribution Date in
the previous Monthly Period plus (ii) the Accumulation Surplus, if any, for the
Distribution Date in the previous Monthly Period minus (iii) the applicable
Controlled Accumulation Amount for the Transfer Date in the previous Monthly
Period minus (iv) the Accumulation Shortfall, if any, for the Distribution Date
in the previous Monthly Period.
"Additional Certificate Date" shall have the meaning assigned such term in
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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.
"Amortization Shortfall" shall mean (a) with respect to the first Class A
----------------------
Payment Date with respect to the Controlled Amortization Period, zero and (b)
with respect to each subsequent Class A Payment Date with respect to the
Controlled Amortization Period, the sum (which shall not be less than zero) of
(i) the applicable Controlled Distribution Amount for the immediately preceding
Class A Payment Date minus (ii) the amount distributed from the Principal
Account as Class A Monthly Principal pursuant to subsection 4.9(e)(i) and from
the Principal Funding Account pursuant to subsection 4.9(f) and paid to the
Class A Certificateholders on the immediately preceding Class A Payment Date.
"Available Investor Principal Collections" shall mean with respect to any
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Monthly Period, an amount equal to (a) the
3
Investor Principal Collections for such Monthly Period, minus (b) the amount of
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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 1997-3 in accordance with subsection 4.13(b) plus (d) the amount of
----
Excess Shared Principal Collections that are allocated to Series 1997-3 in
accordance with subsection 4.13(d).
"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
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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
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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
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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) the Interest Funding
Investment Proceeds, if any, with respect to the related Transfer Date, (c) 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
4
Investment Proceeds arising pursuant to subsection 4.14(b), if any, with respect
to the related Transfer Date and (d) 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 6.777% per annum, calculated on the
------------------------
basis of a 360 day year consisting of twelve 30-day months.
"Class A Certificateholder" shall mean the Person in whose name a Class A
-------------------------
Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any 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
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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
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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 $250,000,000.
"Class A Investor Allocation" shall mean, with respect to any Monthly
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Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time and Principal Receivables
5
during the Revolving Period, the Class A Floating Allocation, and (b) with
respect to Principal Receivables during the Controlled Amortization Period,
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
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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
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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
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reduced below zero.
"Class A Monthly Interest" shall have the meaning specified in subsection
------------------------
4.6(a).
"Class A Monthly Principal" shall mean the monthly principal distributable
-------------------------
in respect of the Class A Certificates as calculated in accordance with
subsection 4.7(a).
"Class A Payment Date" shall mean December 15, 1997 and the fifteenth day
--------------------
of each March, June, September and December thereafter, or if such fifteenth day
is not a Business Day, the next succeeding Business Day; provided, however,
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that, upon commencement of the Rapid Amortization Period, "Class A Payment Date"
shall mean each Distribution Date.
"Class A Required Amount" shall have the meaning specified in subsection
-----------------------
4.8(a).
"Class A Scheduled Payment Date" shall mean the September 2004 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
6
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 October
------------------------
14, 1997 and with respect to each Interest Period thereafter, a per annum rate
equal to 0.35% per annum in excess of One Month 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
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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 $20,833,000.
7
"Class B Investor Allocation" shall mean, with respect to any Monthly
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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 Amortization Period, 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
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be reduced below zero.
"Class B Monthly Interest" shall have the meaning specified in subsection
------------------------
4.6(b).
"Class B Monthly Principal" shall mean the monthly principal distributable
-------------------------
in respect of the Class B Certificates as calculated in accordance with
subsection 4.7(b).
"Class B Required Amount" shall have the meaning specified in subsection
-----------------------
4.8(b).
"Class B Scheduled Payment Date" shall mean the October 2004 Distribution
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Date.
"Class B Servicing Fee" shall have the meaning specified in subsection 3(a)
---------------------
hereof.
"Closing Date" shall mean September 22, 1997.
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8
"Code" shall mean the Internal Revenue Code of 1986, as amended.
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"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
Amortization Period, 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
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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.
9
"Collateral Initial Interest" shall mean the aggregate initial principal
---------------------------
amount of the Collateral Interest, which is $26,786,048.
"Collateral Interest" shall mean, on any date of determination, an amount
-------------------
equal to (a) the Collateral Initial Interest, minus (b) the aggregate amount of
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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
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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
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respect to the Controlled Accumulation Period prior to the payment in full of
the Class A Investor Interest, one-twelfth of the outstanding principal balance
of the Class A Certificates on August 1, 2003; provided, however, that if the
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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
10
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
the last day of the August 2003 Monthly Period 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
1997-3 Termination Date.
"Controlled Amortization Amount" shall mean for a Class A Payment Date the
------------------------------
product of (a) the percentage that corresponds on the Amortization Calculation
Table attached hereto as Schedule II with Three Month LIBOR determined on the
LIBOR Determination Date immediately preceding the Monthly Period preceding the
Monthly Period in which such Class A Payment Date occurs and (b) the Class A
Investor Interest as of the close of business on the last day of the Revolving
Period; provided, however, with respect to any Class A Payment Date on or after
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the Class A Payment Date on which the Class A Investor Interest is reduced to an
amount less than $12,500,000, the Controlled Amortization Amount shall be equal
to the Class A Investor Interest.
"Controlled Amortization Period" shall mean, unless a Pay Out Event shall
------------------------------
have occurred prior thereto, the period commencing at the close of business on
the last day of the July 1999 Monthly Period and ending on the earlier of (a)
the payment of the Investor Interest in full, (b) the commencement of the Rapid
Amortization Period and (c) the Series 1997-3 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any Transfer Date,
-------------------------
the sum (which shall not be less than zero) of (a) the Controlled Accumulation
Amount for such Transfer Date plus (b) any Accumulation Shortfall for the
related Distribution Date minus (c) the Accumulation Surplus, if any, for the
related Distribution Date minus (d) the Controlled Distribution Amount, if any,
for the Class A Payment Date, if any, in the Monthly Period in which such
Transfer Date occurs.
"Controlled Distribution Amount" shall mean, with respect to any Class A
------------------------------
Payment Date, the sum of the Controlled Amortization Amount and the Amortization
Shortfall, if any, for such Class A Payment Date.
"Covered Amount" shall mean, as of the Transfer Date with respect to any
--------------
Interest Period, an amount equal to one twelfth of the product of (a) the Class
A Certificate Rate and (b) the Principal Funding Account Balance as of the close
of business on the Distribution Date preceding such Transfer Date
11
(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.
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"Cumulative Series Excess Principal Shortfall" shall mean the sum of the
--------------------------------------------
Series Excess Principal Shortfalls (as such term is defined in each of the
related Series Supplements) for each Series.
"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 Excess Principal Shortfall" shall mean, on any date of
--------------------------------
determination, the excess of (i) the excess of (x) the sum of the Monthly Excess
Principal Payment and the Monthly Principal Payment for the Monthly Period
relating to such date over (y) 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
over (ii) the Daily Principal Shortfall.
"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 September 15, 1997 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
12
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 Shared Principal Collections" shall mean either (a) the amount
-----------------------------------
allocated to the Investor Certificates which may be applied to the Series Excess
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 or subsection 4.13(d) specify are to be treated as
"Excess Shared Principal Collections" and which may be applied to cover the
Series Excess Principal Shortfall with respect to the Investor Certificates.
"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
13
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 1997-3 and each other Series specified in the
---------
related Supplement to be included in Group One.
"Initial Investor Interest" shall mean $297,619,048; provided, however,
------------------------- -------- -------
that following the issuance of any Additional Certificates pursuant to Section
10 hereof "Initial Investor Interest" shall mean the sum of $297,619,048 and the
initial investor interest of such Additional Certificates.
"Interest Funding Account" shall have the meaning set forth in subsection
------------------------
4.18(a).
14
"Interest Funding Account Balance" shall mean, with respect to any date of
--------------------------------
determination, the principal amount, if any, on deposit in the Interest Funding
Account on such date of determination.
"Interest Funding Investment Proceeds" shall mean, with respect to each
------------------------------------
Interest Period, the investment earnings on funds in the Interest Funding
Account (net of investment expenses and losses) for such Interest Period.
"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; provided, however, that solely for purposes of
-------- -------
determining Three Month LIBOR and the Controlled Amortization Amount for any
Class A Payment Date with respect to the Controlled Amortization Period the
relevant Interest Period shall be deemed to begin on the first day of the
Monthly Period preceding the Monthly Period in which each Class A Payment Date
occurs and continue for a period of three months.
"Investor Certificateholder" shall mean (a) with respect to the Class A
--------------------------
Certificates, the holder of record of a Class A Certificate, (b) with respect to
the Class B Certificates, the holder of record of a Class B Certificate and (c)
with respect to the Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A Certificates, the Class B
---------------------
Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any Receivable in a
-----------------------
Defaulted Account, an amount equal to the product of (a) the Default Amount and
(b) the Floating Investor Percentage on the day such Account became a Defaulted
Account.
"Investor Interest" shall mean, on any date of determination, an amount
-----------------
equal to the sum of (a) the Class A Investor Interest, (b) the Class B Investor
Interest and (c) the Collateral Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly Period, (a) with respect
-------------------
to collections of Finance Charge Receivables and Default Amounts at any time and
collections of Principal Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to collections of Principal Receivables
during the Controlled Amortization Period, Controlled Accumulation Period or the
Rapid Amortization Period, the Fixed Investor Percentage.
15
"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 United States dollar deposits determined by the Trustee for such
Interest Period in accordance with the provisions of Section 4.16.
"LIBOR Determination Date" shall mean (i) for purposes of determining One
------------------------
Month LIBOR and Class B Monthly Interest and Collateral Monthly Interest,
September 18, 1997 for the period from the Closing Date through October 14,
1997, and the second London Business Day prior to each relevant Interest Period
thereafter, and (ii) for purposes of determining Three Month LIBOR and the
Controlled Amortization Amount for each Class A Payment Date with respect to the
Controlled Amortization Period, the second London Business Day preceding the
first day of each November, February, May and August, commencing August 1, 1999.
"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 September 30,
1997.
"Monthly Excess Principal Payment" shall mean with respect to any Monthly
--------------------------------
Period, for all Series (including Series 1997-3) which are in an Amortization
Period or Accumulation Period (as such terms are defined in the related
Supplements for all Series), the sum of the following amounts to the extent
excluded from the definition of Monthly Principal Payment for
16
such series: (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); provided that for any Series
which is an index amortizing Series, including Series 1997-3, such amount shall
be less the Principal Funding Account Balance, if any, on any date of
determination, (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 succeeding 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 succeeding 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.
"Monthly Principal Payment" shall mean with respect to any Monthly Period,
-------------------------
for all Series (including Series 1997-3) 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) excluding such
amount for Series 1997-3 and any other Series if so specified in the applicable
supplement,(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 succeeding 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 succeeding 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)
17
such other amounts as may be specified in the related Supplements for all
Series; provided however, that any of such amounts shall be excluded with
respect to any Series to the extent so specified in the applicable Supplement.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
----------------------
"One Month LIBOR" shall mean, for any Interest Period, the London interbank
---------------
offered rate for one-month Dollar deposits determined by the Trustee for such
Interest Period in accordance with the provisions of Section 4.16.
"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 1997-3 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 and Interest 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
18
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 1997-3 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.
"Record Date" shall mean, with respect to any Class A Payment Date, or
-----------
Distribution Date, as applicable, the last
19
Business Day of the calendar month preceding such Class A Payment Date or
Distribution Date, as applicable.
"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, $26,786,048 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 $8,928,683; 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
20
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 1997-3.
"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 1997-3" shall mean the Series of the Chase Credit Card Master Trust
-------------
represented by the Investor Certificates.
"Series 1997-3 Certificateholders" shall mean the holder of record of a
--------------------------------
Series 1997-3 Certificate.
"Series 1997-3 Certificates" shall mean the Class A Certificates and the
--------------------------
Class B Certificates.
21
"Series 1997-3 Pay Out Event" shall have the meaning specified in Section 9
---------------------------
hereof.
"Series 1997-3 Termination Date" shall mean the earliest to occur of (a)
------------------------------
the Distribution Date on which the Investor Interest is paid in full, (b) the
May 2007 Distribution Date and (c) the Trust Termination Date.
"Series Excess Principal Shortfall" shall mean with respect to any Transfer
---------------------------------
Date, the excess, if any, of (a) with respect to any Transfer Date relating to
the Controlled Amortization Period, the sum of (A) the excess of the Controlled
Distribution Amount for the related Class A Payment Date over the Principal
Funding Account Balance with respect to 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 over (b) the sum of the Investor
Principal Collections plus Shared Principal Collections minus Reallocated
Principal Collections for such Transfer 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 1997-3 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
22
payments with respect to such Series, if any, and available to cover shortfalls
with respect to the Series 1997-3 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).
"Three Month LIBOR" shall mean with respect to any Class A Payment Date
-----------------
with respect to the Controlled Amortization Period, the London interbank offered
rate for three month Dollar deposits as determined by the Trustee in accordance
with the provisions of Section 4.16 on the related LIBOR Determination Date,
rounded to the nearest 0.01%.
"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 1997-3 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 September 1997 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
23
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 September 1997 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 September 1997 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 September
1997 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
24
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 1997-3 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 1997-3 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
25
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 Interest 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 Interest 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
26
(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 sum of the Daily
Principal Shortfall and the Daily Excess 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 Amortization Period and the
-------------------------------------------------------------
Controlled Accumulation Period. During the Controlled Amortization Period and
------------------------------
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
27
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 sum of the Daily
Principal Shortfall and the Daily Excess 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:
28
(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
29
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 with respect to the Class A Certificates
shall be an amount equal to one-twelfth of the product of (i) the Class A
Certificate Rate, and (ii) the outstanding principal balance of the Class A
Certificates determined as of the immediately preceding Class A Payment Date
(after giving effect to all of the transactions occurring on such Class A
Payment Date) (the "Class A Monthly Interest"); provided, however, that with
-------- -------
respect to the first Distribution Date, Class A Monthly Interest will include
accrued interest at the Class A Certificate Rate from the Closing Date through
October 14, 1997; provided, further, that in addition to Class A Monthly
-------- -------
Interest an amount equal to the amount of any unpaid Class A Deficiency Amounts,
as defined below, plus an amount equal to one-twelfth of the product of (A) the
sum of the Class A Certificate Rate plus 2% per annum, and (B) any Class A
Deficiency Amount as of the prior Class A Payment Date, after giving effect to
all transactions occurring on such date (or the portion thereof which has not
theretofore been deposited in the Interest Funding Account or paid to the Class
A Certificateholders) (the "Class A Additional Interest") less any amounts
previously paid or deposited in the Interest Funding Account with respect to
such 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
30
the prior Interest Period over the amount actually transferred to the Interest
Funding Account or the Distribution Account, as applicable, with respect
thereto.
(b) The amount of monthly interest with respect to the Class B
Certificates for any Interest Period shall be an amount equal to the product of
(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, (B) the Class B
Certificate Rate in effect with respect to the related Interest Period, and (C)
the outstanding principal balance of the Class B Certificates determined as of
the close of business on the Distribution Date preceding the related Transfer
Date (after giving effect to all of the transactions occurring on such date)
(the "Class B Monthly Interest"); provided, however, that with respect to the
-------- -------
first Distribution Date, Class B Monthly Interest will include accrued interest
at the Class B Certificate Rate from the Closing Date through October 14, 1997;
provided, further, that in addition to the Class B Monthly Interest an amount
-------- -------
equal to the amount of any unpaid Class B Deficiency Amounts, as defined below,
plus an amount equal to the product of (A) 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 sum of the Class B Certificate Rate in effect with
respect to the related Interest Period plus 2% per annum, and (C) any Class B
Deficiency Amount from the prior Transfer Date, after giving effect to all
transactions occurring on such date (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, and (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.
31
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 Amortization 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) (x) for each Transfer Date preceding a Class A
Payment Date with respect to the Controlled Amortization Period, prior to the
payment in full of the Class A Investor Interest, the excess of the applicable
Controlled Distribution Amount for such Class A Payment Date over the Principal
Funding Account Balance on such Transfer Date, (y) for 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 prior to the Class A Scheduled Payment
Date, the applicable Controlled Deposit Amount for such Transfer Date and (z)
for each Transfer Date with respect to the Controlled Amortization Period with
respect to any Monthly Period prior to the commencement of the Controlled
Accumulation Period which is not a Transfer Date preceding a Class A Payment
Date, zero 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 Amortization 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
32
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 Amortization Period, 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 1997-3 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
33
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 1997-3 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 1997-3 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, the Interest 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 (x) during the Revolving Period, the Controlled Amortization
Period and the Controlled Accumulation Period, be deposited by the Servicer
or the Trustee into the Interest Funding Account for distribution to Class
A Certificateholders on the next succeeding Class A Payment Date or (y)
during the Rapid Amortization Period, 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;
34
(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.
Notwithstanding anything in this Section 4.9 to the contrary, if (x)
the Rating Agency Condition shall have been satisfied, (y) The Chase Manhattan
Bank shall remain the Servicer hereunder and (z) either (a)(i) the Servicer
provides to the Trustee a letter of credit covering risk collection of the
Servicer and (ii) the Transferor shall not have received a notice from any
Rating Agency that such a letter of credit would result in the lowering of such
Rating Agency's then-existing rating of the Investor Certificates or (b) the
Servicer shall have and maintain a certificate of deposit or short-term deposit
rating of "P-1" by Xxxxx'x and of "A-1" by Standard & Poor's, the Servicer need
not deposit Collections into the Interest Funding Account on each Transfer Date,
but may make such deposits on the Transfer Date immediately preceding Class A
Payment Date in an amount equal to the net amount of such deposits which would
have been made but for the provisions of this paragraph.
(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
35
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 sum of the
Cumulative Series Principal Shortfall and the Cumulative Series Excess
Principal Shortfall and (B) Available Investor Principal Collections, shall
remain in the Principal Account to be treated as Shared Principal
Collections or Excess Shared Principal Collections and applied to Series
other than this Series 1997-3; 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
36
subsection 4.3(b)) and otherwise deposited into the Excess Funding Account.
(e) During the Controlled Amortization Period, 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 Amortization Period, (x)
with respect to each Transfer Date preceding a Class A Payment Date,
deposited into the Distribution Account in an amount equal to the excess of
the Controlled Distribution Amount, if any, for such Class A Payment Date,
over the amount on deposit in the Principal Funding Account on such
Transfer Date prior to application thereof pursuant to the second sentence
of subsection 4.9(f) and (y) during the Controlled Accumulation Period with
respect to each Transfer Date preceding a Distribution Date after making
any required deposit into the Distribution Account with respect to the
Controlled Distribution Amount, deposited into the Principal Funding
Account in an amount equal to the Controlled Deposit Amount, 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 1997-3 Termination Date, in which case on
the Series 1997-3 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,
(2) the Cumulative Series Principal Shortfall and (3) the Cumulative Series
Excess Principal Shortfall and (B) the Available Investor Principal
Collections, shall remain in the Principal Account to be
37
treated as Shared Principal Collections or Excess Shared Principal
Collections and applied to Series other than this Series 1997-3; 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. In addition, on the Transfer Date preceding each
Class A Payment Date with respect to the Controlled Amortization Period, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Principal Funding Account and deposit in the Distribution
Account the lesser of the amount on deposit in the Principal Funding Account and
the Controlled Distribution Amount for such Class A Payment Date.
(g) On each Class A Payment 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. On each Distribution Date,
the Trustee shall pay in accordance with subsection 5.1(a) 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 earliest to occur of (i) the first Class A Payment Date
during the Controlled Amortization Period on which there is a Controlled
Amortization Amount greater than zero, (ii) the first Distribution Date with
respect to the Rapid Amortization Period and (iii) 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
38
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 the last day of the August 2003 Monthly Period;
provided, however, that, if the Accumulation Period Length (determined as
-------- -------
described below) is less than 12 months, the date on which the Controlled
Accumulation Period actually commences may be delayed, at the option of the
Servicer, to the first Business Day of any month that is a 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 June 2003 Determination Date and each Determination Date
thereafter until the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the number of whole
months such that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required Accumulation
Factor Number; provided, however, that the Accumulation Period Length will not
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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
39
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 1997-3 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 1997-3 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
40
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 1997-3
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 1997-3 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
1997-3 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
41
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.
42
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 1997-3 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
43
(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 and Shared Excess 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 1997-3 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 1997-3 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 1997-3 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 1997-3 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 1997-3 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.
(c) The portion of Excess Shared Principal Collections on deposit in
the Principal Account equal to the amount of Excess Shared Principal Collections
allocable to Series 1997-3 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.
(d) Excess Shared Principal Collections allocable to Series 1997-3
with respect to any Transfer Date shall mean an amount equal to the Series
Excess Principal Shortfall, if any, with respect to Series 1997-3 for such
Transfer Date; provided, however, that if the aggregate amount of Excess Shared
-------- -------
Principal Collections for all Series for such Transfer Date is less than the
Cumulative Series Excess Principal Shortfall for such Transfer Date, then Excess
Shared Principal Collections allocable to Series 1997-3 on such Transfer Date
shall equal the product of (i) Excess Shared Principal Collections for all
Series for such Transfer Date and (ii) a fraction, the numerator of which is the
Series Excess Principal Shortfall with respect to Series 1997-3 for such
Transfer Date and the denominator of which is the aggregate amount of Cumulative
Series Excess Principal Shortfall for all Series for such Transfer Date.
44
Notwithstanding anything in this Supplement or in the Supplement for
any other Series to the contrary, after allocation of Collections of Principal
Receivables to any Series and application of such amounts to payments of
principal with respect to such Series and as otherwise required pursuant to the
terms of the applicable Supplement for the benefit of such Series and as Shared
Principal Collections for the benefit of other Series, prior to being paid to
the Holder of the Transferor Certificate such amounts shall be retained in the
Principal Account to the extent of the Cumulative Series Excess Principal
Shortfall to be applied with respect to Series Excess Principal Shortfalls.
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 succeeding
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such
45
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).
46
(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 succeeding Transfer Date. The Trustee shall
maintain for the benefit of the Investor Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Class A Available Funds for such Transfer
Date. For purposes of determining the availability of funds or the balance in
the Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Reserve Draw Amount"
which shall be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period; provided,
--------
however, that such amount will be reduced to the extent that funds otherwise
-------
would be available for deposit in the Reserve Account under Section 4.11(i) with
respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve Account
Amount, shall be withdrawn from the Reserve Account on such Transfer Date by the
Trustee (acting in accordance with the instructions of the Servicer), deposited
into the Finance Charge Account and included in Class A Available Funds for such
Transfer Date.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account, and pay in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.
47
(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
1997-3 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay in accordance with the
Loan Agreement, all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16 Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee shall determine One
Month LIBOR or Three Month LIBOR, as the case may be, 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 Trustee shall provide the Class B Certificate Rate applicable
to the then current and the immediately preceding Interest Periods to any
Investor Certificateholder that requests such information by telephoning the
Trustee at its Corporate Trust Office, the telephone number for which is
currently (000) 000-0000.
(c) On each LIBOR Determination Date prior to 12:00 noon New York
City time, the Trustee shall send to the Servicer by facsimile notification of
LIBOR for the following Interest Period.
48
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 1997-3
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 4.18 Interest Funding Account.
------------------------
(a) The Servicer shall establish and maintain an Eligible Deposit
Account, in the name of the Trustee, on behalf of the Trust, for the benefit of
the Class A Certificateholders (the "Interest Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Class A Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Interest
Funding Account and in all proceeds thereof. The Interest Funding Account shall
be under the sole dominion and control of the Trustee for the benefit of the
Class A Certificateholders. If at any time the Interest 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 Interest Funding Account meeting the conditions
specified in the definition of Eligible Deposit Account and shall transfer any
cash or any investments to such new Interest Funding Account. The Trustee, at
the written direction of the Servicer, shall (i) make withdrawals from the
Interest Funding Account from time to time, in the amounts and for the purposes
set forth in this Supplement, and (ii) on each Transfer Date prior to
termination of the Interest Funding Account, make deposits into the Interest
Funding Account in the amounts specified in, and otherwise in accordance with,
subsection 4.9(a)(i).
49
(b) Funds on deposit in the Interest Funding Account shall be invested
at the written direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Interest Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Interest 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 each Transfer Date, the Trustee, acting at the Servicer's direction
given on such Transfer Date, shall transfer from the Interest Funding Account to
the Finance Charge Account the Interest Funding Investment Proceeds, if any, on
deposit in the Interest Funding Account, for application pursuant to subsections
4.9(a) and 4.9(b).
(c) On the Transfer Date preceding each Class A Payment Date, the
Trustee acting upon the written instructions of the Servicer shall withdraw from
the Interest Funding Account and deposit into the Distribution Account for
distribution (i) in accordance with subsection 4.9(g)(i) of the Agreement, an
amount equal to the amounts deposited therein on such Transfer Date and the two
preceding Transfer Dates pursuant to subsections 4.9(a)(i), 4.11(a) and 4.12(a)
and (ii) in accordance with subsection 4.9(g)(ii) of the Agreement, an amount
equal to the amounts deposited therein on such Transfer Date and the two
preceding Transfer Dates pursuant to subsections 4.9(b)(i), 4.11(c) and 4.12(b).
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 the Class A Scheduled Payment
-------------
Date, each Class A Payment Date and each Distribution Date with respect to a
Rapid Amortization Period, 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
---
50
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 1997-3 Certificateholders' Statement.
---------------------------------------------------
(a) On or before each Distribution Date, the Trustee shall forward to
each Series 1997-3 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
51
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;
52
(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 related Transfer
Date;
(xvi) the Interest Funding Account Balance on the related Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred to the
Finance Charge Account on the related Transfer Date;
(xix) the Interest Funding Investment Proceeds transferred to the
Finance Charge Account on the related Transfer Date;
(xx) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xxi) the amount of Class A Available Funds and Class B Available
Funds on deposit in the Finance Charge Account on the related Transfer
Date;
(xxii) the current Class A Certificate Rate, Class B Certificate Rate
and Collateral Rate; and
(xxiii) 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 1998, the Trustee shall
distribute to each Person who at any time during the preceding calendar year was
a Series 1997-3 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 1997-3 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 1997-3 Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificates as debt) as the Servicer deems necessary or
53
desirable to enable the Series 1997-3 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 1997-3 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 1997-3 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
1997-3, and continues to affect materially and adversely the interests of the
Series 1997-3 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 1997-3, and (ii) as a result of
which the interests of the Series 1997-3 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 1997-3 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
54
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 1997-3 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 1997-3 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 1997-3 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 1997-3 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
55
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 1997-3 Termination. The right of the Investor
-------------------------
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 1997-3 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.
56
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 1997-3 Certificate hereby covenant and agree that they will
not at any time institute against the Trust, or join in any institution against
the Trust of, any bankruptcy proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this Series Supplement.
SECTION 15. Tax Representation and Covenant. Any Collateral Interest
-------------------------------
Holder shall be required to represent and covenant in connection with such
acquisition that (x) it has neither acquired, nor will it sell, trade or
transfer any interest in the Trust or cause any interest in the Trust to be
marketed on or through an "established securities market" within the meaning of
Code section 7704(b)(1), including without limitation an interdealer quotation
system that regularly disseminates firm buy or sell quotations by identified
brokers or dealers by electronic means or otherwise (y) unless the Transferor
consents otherwise, such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section 7701(a)(3) and (ii)
is not, and will not become, an S corporation as described in Code section 1361,
and (z) it will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar representations and covenants for
the benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such holder shall further
agree in connection with its acquisition of such interest that, in the event of
any breach of its (or its participant's) representation and covenant that it (or
its participant) is and shall remain classified as a corporation other than an S
corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all actions necessary to permit such replacement investor to
succeed to its rights and obligations as a holder (or to the rights of its
participant).
SECTION 16. Amendment to Agreement. By purchasing their Series 1997-
----------------------
3 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,
57
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.
58
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 1997-3 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/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxx X. Laser
----------------------------------
Name: Xxxxxx X. Laser
Title: Assistant Vice President
59
EXHIBIT A-1
TO EXHIBIT 4.2
FORM OF CERTIFICATE
-------------------
CLASS A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) 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 CODE OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
No. ___ $_________
CUSIP NO.00000XXX0
A-1-1
CHASE CREDIT CARD MASTER TRUST
CLASS A 6.777%
INDEX AMORTIZING ASSET BACKED CERTIFICATE, SERIES 1997-3
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)/1/ credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Chase USA, all monies due or
to become due in payment of the Receivables (including all Finance Charge
Receivables), the right to certain amounts received as Interchange and
Recoveries (if any), the benefits of the Collateral Interest, all proceeds of
the foregoing and the other assets and interests constituting the Trust pursuant
to the Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1997-3 Supplement dated as of
September 22, 1997 (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 1997-3 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 1997-3 Certificates with the intention that the Series 1997-3
Certificates will qualify under applicable
---------------
/1/ MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-1-2
tax law as indebtedness, and each of the Transferor, the Holder of the
Transferor Certificate, the Servicer and each Series 1997-3 Certificateholder
(or Series 1997-3 Certificate Owner) by acceptance of its Series 1997-3
Certificate (or in the case of a Series 1997-3 Certificate Owner, by virtue of
such Series 1997-3 Certificate Owner's acquisition of a beneficial interest
therein), agrees to treat and to take no action inconsistent with the treatment
of the Series 1997-3 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
1997-3 Certificateholder agrees that it will cause any Series 1997-3 Certificate
Owner acquiring an interest in a Series 1997-3 Certificate through it to comply
with the Pooling and Servicing Agreement as to treatment of the Series 1997-3
Certificates as indebtedness for certain tax purposes.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound. This Class A Certificate is one of a duly
authorized Series of Investor Certificates entitled "Class A 6.777% Index
Amortizing Asset Backed Certificates, Series 1997-3" (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, the Interest 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 1997-3" (the "Class B
Certificates"), which represent an Undivided Interest in the Trust subordinate
to the Class A Certificates, and the "Collateral Interest, Series 1997-3" (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
A-1-3
Interest, respectively, at such time. As of the Closing Date, the Class A
Initial Investor Interest is $250,000,000, the Class B Initial Investor Interest
is $20,833,000 and the Collateral Initial Interest is $26,786,048.
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
at the rate of 6.777% per annum (the "Class A Certificate Rate"), and will be
distributed on December 15, 1997 and on the 15th day of each March, June,
September and December thereafter, or if such day is not a Business Day, on the
next succeeding Business Day; provided however, that upon the commencement of
-------- -------
the Rapid Amortization Period, interest shall be paid on each Distribution Date
(each such date, a "Class A
A-1-4
Payment Date"), to the Class A Certificateholders of record as of the last
Business Day of the calendar month preceding such Class A Payment Date (the
"Record Date"). "Distribution Date" means the 15th day of each month, or if
such day is not a business day, the next succeeding business day. 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 Amortization Period, in addition to quarterly payments of
interest, on each Class A Payment Date if Three Month LIBOR is less than certain
target rates on a relevant LIBOR Determination Date, principal in an amount not
to exceed the Controlled Distribution Amount will be paid to the Class A
Certificateholders on the related Class A Payment Date. 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 September 2004 Class A
Payment 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 1997-3 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 one-twelfth of the product of (i) the Class A Certificate Rate, and
(ii) the outstanding principal balance of the Class A Certificates determined as
of the close of business on the immediately preceding Class A Payment Date
(after giving effect to all of the transactions occurring on such date ("Class A
Monthly Interest"); 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
A-1-5
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 1997-3
Certificates, if any, after giving effect to the applications above shall
constitute "Excess Spread."
On each Class A Payment Date relating to the Controlled Amortization
Period, the Trustee will pay to the Class A Certificateholders an amount equal
to the least of (a) the sum of the Available Investor Principal Collections with
respect to the preceding Monthly Period plus, during the Controlled Accumulation
Period, the Principal Funding Account Balance, (b) the Controlled Distribution
Amount, if any, for such Class A Payment Date and (c) the Class A Investor
Interest on such Class A Payment Date prior to any payment on such date. After
the Class A Investor Interest has been paid in full, on each Distribution Date
during the Controlled Amortization Period, an amount equal to the lesser of (a)
Available Investor Principal Collections for the preceding Monthly Period and
(b) the Class B Investor Interest on the related Distribution Date prior to any
payment on such date, will be paid to the Class B Certificateholders until the
Class B Investor Interest has been paid in full. On each Transfer Date, if a
reduction in the Required Collateral Interest has occurred, a portion of
collections of Principal Receivables allocable to the Investor Interest will be
applied in accordance with the Loan Agreement to reduce the Collateral Interest
to the Required Collateral Interest. During the Controlled Amortization Period
until the final principal payment to the Class B Certificateholders, the portion
of Available Investor Principal Collections not applied to Class A Monthly
Principal, Class B Monthly Principal or Collateral Monthly Principal on a
Transfer Date will generally be treated as Shared Principal Collections or,
under certain circumstances, deposited into the Excess Funding Account.
The Controlled Amortization Period will continue throughout the
Controlled Accumulation Period and principal payments will continue to be made
to the Certificateholders as described above. In addition, on each Transfer Date
relating to the Controlled Accumulation Period, the Trustee will deposit in the
Principal Funding Account an amount equal to the least of (a)
A-1-6
Available Investor Principal Collections for the related Monthly Period, (b) the
applicable Controlled Deposit Amount and (c) the Class A Adjusted Investor
Interest prior to any deposits on such date. The Controlled Distribution
Amount, if any, for the Class A Payment Date, if any, in a Monthly Period will
be paid to the Class A Certificateholders to the extent of available funds.
Amounts in the Principal Funding Account will be paid to the Class A
Certificateholders on the Class A Scheduled Payment Date and may be paid to the
Class A Certificateholders on each Class A Payment Date during the Controlled
Accumulation Period to the extent of the Controlled Distribution Amount. After
the Class A Investor Interest has been paid in full, on each Transfer Date,
amounts equal to the lesser of (a) Available Investor Principal Collections with
respect to such Transfer Date and (b) the Class B Investor Interest will be
deposited in the Distribution Account for distribution to the Class B
Certificateholders until the Class B Investor Interest has been paid in full.
On each Transfer Date, if a reduction in the Required Collateral Interest has
occurred, a portion of collections of Principal Receivables allocable to the
Investor Interest will be applied in accordance with the Loan Agreement to
reduce the Collateral Interest to the Required Collateral Interest. During the
Controlled Accumulation Period until the final principal payment to the Class B
Certificateholders, the portion of Available Investor Principal Collections not
applied to Class A Monthly Principal, Class B Monthly Principal or Collateral
Monthly Principal on a Transfer Date will generally be treated as Shared
Principal Collections or, under certain circumstances, deposited into the Excess
Funding Account.
"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 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 1997-3 plus (d) the amount of Excess
----
Shared Principal Collections that are allocated to Series 1997-3.
On each Distribution Date during the Rapid Amortization Period, the
Class A Certificateholders will be entitled to receive Available Investor
Principal Collections for the related Monthly Period in an amount up to the
Class A Investor Interest until the earlier of the date the Class A Certificates
are paid in full and the Series 1997-3 Termination Date. After payment in full
of the Class A Investor Interest, the Class B Certificateholders will be
entitled to receive on each Distribution Date during the Rapid Amortization
Period Available Investor Principal Collections until the earlier of the date
the Class B Certificates are paid in full and the Series 1997-3
A-1-7
Termination Date. After payment in full of the Class B Investor Interest, the
Collateral Interest Holder will be entitled to receive on each Transfer Date
(other than the Transfer Date prior to the Series 1997-3 Termination Date) and
on the Series 1997-3 Termination Date, Available Investor Principal Collections
until the earlier of the date the Collateral Interest is paid in full and the
Series 1997-3 Termination Date.
Distributions with respect to this Series 1997-3 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 1997-3
Certificateholder of record appearing in the Certificate Register and except for
the final distribution in respect of this Series 1997-3 Certificate, without the
presentation or surrender of this Series 1997-3 Certificate or the making of any
notation thereon; provided, however, that with respect to Series 1997-3
-------- -------
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 1997-3 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-3 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.
A-1-8
The Pooling and Servicing Agreement provides that the right of the
Series 1997-3 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-3 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.
A-1-9
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Class A Certificate to be duly executed.
By:
---------------------------------
Authorized Officer
Dated: September 22, 1997
A-1-10
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 1997-3, referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
--------------------------------
Authorized Signatory
Dated: September 22, 1997
EXHIBIT A-2
TO EXHIBIT 4.2
FORM OF CERTIFICATE
-------------------
CLASS B
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT
ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN
OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS
OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE,
THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT
(I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) 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 CODE OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
No. ___ $20,833,000
CUSIP XX. 00000XXX0
X-0-0
XXXXX CREDIT CARD MASTER TRUST
CLASS B
FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 1997-3
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)/1/ credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA"), and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected MasterCard
and VISA credit card accounts (the "Accounts") of Chase USA, all monies due or
to become due in payment of the Receivables (including all Finance Charge
Receivables), the right to certain amounts received as Interchange and
Recoveries (if any), the benefits of the Collateral Interest, all proceeds of
the foregoing and the other assets and interests constituting the Trust pursuant
to the Second Amended and Restated Pooling and Servicing Agreement dated as of
September 1, 1996 as supplemented by the Series 1997-3 Supplement dated as of
September 22, 1997 (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 1997-3 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 1997-3 Certificates with the intention that the Series 1997-3
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 1997-
---------------
/1/ MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-2-2
3 Certificateholder (or Series 1997-3 Certificate Owner) by acceptance of its
Series 1997-3 Certificate (or in the case of a Series 1997-3 Certificate Owner,
by virtue of such Series 1997-3 Certificate Owner's acquisition of a beneficial
interest therein), agrees to treat and to take no action inconsistent with the
treatment of the Series 1997-3 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
1997-3 Certificateholder agrees that it will cause any Series 1997-3 Certificate
Owner acquiring an interest in a Series 1997-3 Certificate through it to comply
with the Pooling and Servicing Agreement as to treatment of the Series 1997-3
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 1997-3" (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
6.777% Index Amortizing Asset Backed Certificates, Series 1997-3" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to the
Class B Certificates, and the "Collateral Interest, Series 1997-3" (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 $250,000,000, the Class B Initial Investor
Interest is $20,833,000 and the Collateral Initial Interest is $26,786,048.
A-2-3
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 October 14, 1997, and with respect to each interest Period thereafter,
at the rate of LIBOR plus 0.35% per annum (the "Class B Certificate Rate"), and
will be distributed on October 15, 1997 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 (each such date, 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
A-2-4
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 September 2000 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 1997-3 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
one-twelfth of (i) the Class B Certificate Rate 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 October 14, 1997;
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
A-2-5
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 1997-3
Certificates, if any, after giving effect to the applications above shall
constitute "Excess Spread."
On each Class A Payment Date relating to the Controlled Amortization
Period, the Trustee will pay to the Class A Certificateholders an amount equal
to the least of (a) the sum of the Available Investor Principal Collections with
respect to the preceding Monthly Period plus, during the Controlled Accumulation
Period, the Principal Funding Account Balance, (b) the Controlled Distribution
Amount, if any, for such Class A Payment Date and (c) the Class A Investor
Interest on such Class A Payment Date prior to any payment on such date. After
the Class A Investor Interest has been paid in full, on each Distribution Date
during the Controlled Amortization Period, an amount equal to the lesser of (a)
Available Investor Principal Collections for the preceding Monthly Period and
(b) the Class B Investor Interest on the related Distribution Date prior to any
payment on such date, will be paid to the Class B Certificateholders until the
Class B Investor Interest has been paid in full. On each Transfer Date, if a
reduction in the Required Collateral Interest has occurred, a portion of
collections of Principal Receivables allocable to the Investor Interest will be
applied in accordance with the Loan Agreement to reduce the Collateral Interest
to the Required Collateral Interest. During the Controlled Amortization Period
until the final principal payment to the Class B Certificateholders, the portion
of Available Investor Principal Collections not applied to Class A Monthly
Principal, Class B Monthly Principal or Collateral Monthly Principal on a
Transfer Date will generally be treated as Shared Principal Collections or,
under certain circumstances, deposited into the Excess Funding Account.
The Controlled Amortization Period will continue throughout the Controlled
Accumulation Period and principal payments will continue to be made to the
Certificateholders as described above. In addition, on each Transfer Date
relating to the Controlled Accumulation Period, the Trustee will deposit in the
Principal Funding Account an amount equal to the least of (a) Available Investor
Principal Collections for the related Monthly Period, (b) the applicable
Controlled Deposit Amount and (c) the Class A Adjusted Investor Interest
prior to any deposits on such date. The Controlled Distribution Amount, if any,
for the Class A Payment Date, if any, in a Monthly Period will be paid to the
Class A Certificateholders to the extent of available funds. Amounts in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Class A Scheduled Payment Date and may be paid to the Class A Certificateholders
on each Class A Payment Date during the Controlled Accumulation Period to the
A-2-6
extent of the Controlled Distribution Amount. After the Class A Investor
Interest has been paid in full, on each Transfer Date, amounts equal to the
lesser of (a) Available Investor Principal Collections with respect to such
Transfer Date and (b) the Class B Investor Interest will be deposited in the
Distribution Account for distribution to the Class B Certificateholders until
the Class B Investor Interest has been paid in full. On each Transfer Date, if a
reduction in the Required Collateral Interest has occurred, a portion of
collections of Principal Receivables allocable to the Investor Interest will be
applied in accordance with the Loan Agreement to reduce the Collateral Interest
to the Required Collateral Interest. During the Controlled Accumulation Period
until the final principal payment to the Class B Certificateholders, the portion
of Available Investor Principal Collections not applied to Class A Monthly
Principal, Class B Monthly Principal or Collateral Monthly Principal on a
Transfer Date will generally be treated as Shared Principal Collections or,
under certain circumstances, deposited into the Excess Funding Account.
"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 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 1997-3 plus (d) the amount of Excess Shared
----
Principal Collections that are allocated to Series 1997-3.
On each Distribution Date during the Rapid Amortization Period, the Class A
Certificateholders will be entitled to receive Available Investor Principal
Collections for the related Monthly Period in an amount up to the Class A
Investor Interest until the earlier of the date the Class A Certificates are
paid in full and the Series 1997-3 Termination Date. After payment in full of
the Class A Investor Interest, the Class B Certificateholders will be entitled
to receive on each Distribution Date during the Rapid Amortization Period
Available Investor Principal Collections until the earlier of the date the Class
B Certificates are paid in full and the Series 1997-3 Termination Date. After
payment in full of the Class B Investor Interest, the Collateral Interest Holder
will be entitled to receive on each Transfer Date (other than the Transfer Date
prior to the Series 1997-3 Termination Date) and on the Series 1997-3
Termination Date, Available Investor Principal Collections until the earlier of
the date the Collateral Interest is paid in full and the Series 1997-3
Termination Date.
Distributions with respect to this Series 1997-3 Certificate will be made
by the Trustee by, except as otherwise provided in
A-2-7
the Pooling and Servicing Agreement, check mailed to the address of each Series
1997-3 Certificateholder of record appearing in the Certificate Register and
except for the final distribution in respect of this Series 1997-3 Certificate,
without the presentation or surrender of this Series 1997-3 Certificate or the
making of any notation thereon; provided, however, that with respect to Series
-------- -------
1997-3 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 1997-3 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency. This Series 1997-3 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 1997-3 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 1997-3 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
A-2-8
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.
A-2-9
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Class B Certificate to be duly executed.
By:
-----------------------------
Authorized Officer
Dated: September 22, 1997
A-2-10
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 1997-3, referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
-----------------------------------
Authorized Signatory
Dated: September 22, 1997
EXHIBIT B
TO EXHIBIT 4.2
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1997-3
MONTHLY PERIOD ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of the
Pooling and Servicing Agreement as supplemented by the Series 1997-3 Supplement.
This notice is delivered pursuant to Section 4.9.
A) The Chase Manhattan Bank ("Chase") is the Servicer under the Pooling
and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Interest Funding Account and the Distribution
Account on ________ __, ____, which date is a Transfer Date under the Pooling
and Servicing Agreement, in aggregate amounts set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawals in
accordance with subsection 3(a) of the Series 1997-3 Supplement and Section 4.9
of the Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series
1997-3 Supplement:
1. Servicer Interchange $_________
B. Pursuant to subsection 4.9(a)(i):
1. Class A Monthly Interest at the Class
A Certificate Rate on the Class A
Investor Interest $_________
2. Class A Deficiency Amount $_________
3. Class A Additional Interest $_________
C. Pursuant to subsection 4.9(a)(ii):
1. Class A Servicing Fee $_________
2. Accrued and unpaid Class A Servicing
Fee $_________
D. Pursuant to subsection 4.9(a)(iii):
1. Class A Investor Default Amount $_________
E. Pursuant to subsection 4.9(a)(iv):
1. Portion of Excess Spread from Class A
Available Funds to be allocated and
distributed as provided in Section 4.11 $_________
F. Pursuant to subsection 4.9(b)(i):
1. Class B Monthly Interest at the Class
B Certificate Rate on the Class B
Investor Interest $_________
2. Class B Deficiency Amount $_________
3. Class B Additional Interest $_________
G. Pursuant to subsection 4.9(b)(ii):
1. Class B Servicing Fee $_________
2. Accrued and unpaid Class B Servicing Fee $_________
H. Pursuant to subsection 4.9(b)(iii):
1. Portion of Excess Spread from Class B
Available Funds to be allocated and
distributed as provided in Section 4.11 $_________
I. Pursuant to subsection 4.9(c)(i):
1. Collateral Interest Servicing Fee, if
applicable $_________
2. Accrued and unpaid Collateral
Interest Servicing Fee, if applicable $_________
J. Pursuant to subsection 4.9(c)(ii):
1. Portion of Excess Spread from
Collateral Available Funds to be
allocated and distributed as provided
in Section 4.11 $_________
B-2
K. Pursuant to subsection 4.9(d)(i):
1. Collateral Monthly Principal, if any,
applied in accordance with the Loan
Agreement $_________
L. Pursuant to subsection 4.9(d)(ii):
1. Amount to be treated as Shared
Principal Collections $_________
M. Pursuant to subsection 4.9(d)(iii):
1. Amount to be paid to the Holder of $_________
the Transferor Certificate
2. Unallocated Principal Collections $_________
N. Pursuant to subsection 4.9(e)(i):
1. Class A Monthly Principal $_________
O. Pursuant to subsection 4.9(e)(ii):
1. Class B Monthly Principal $_________
P. Pursuant to subsection 4.9(e)(iii):
1. Collateral Monthly Principal to be
applied in accordance with the Loan
Agreement $_________
Q. Pursuant to subsection 4.9(e)(iv):
1. Amount to be treated as Shared $_________
Principal Collections
R. Pursuant to subsection 4.9(e)(v):
1. Amount to be paid to the Holder of $_________
the Transferor Certificate
2. Unallocated Principal Collections $_________
Total $_________
S. Pursuant to subsection 4.9(f):
1. Amount to be withdrawn from the
Principal Funding Account and
deposited into the Distribution
Account $_________
B-3
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay in
accordance with Section 5.1 from the Distribution Account on __________ __,
____, which date is a [Class A Payment Date] [Distribution Date], under the
Pooling and Servicing Agreement, amounts so deposited in the Distribution
Account pursuant to Section 4.9 as set forth below:
A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A $_________
Certificateholders
2. Amount to be distributed to Class B $_________
Certificateholders
B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class
A Certificateholders $_________
C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class
B Certificateholders $_________
III. APPLICATION OF EXCESS SPREAD
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply
the Excess Spread with respect to the related Monthly Period and to make the
following distributions in the following priority:
A. The amount equal to the Class A Required
Amount, if any, which will be used to fund
the Class A Required Amount and be applied
in accordance with, and in the priority
set forth in, subsection 4.9(a) $_________
B. The amount equal to the aggregate amount
of Class A Investor Charge-Offs which have
not been previously reimbursed (after
giving effect to the allocation on such
Transfer Date of certain other amounts
applied for that purpose) which will be
treated as a portion of Investor Principal
Collections and deposited into the
Principal Account on such Transfer Date $_________
B-4
C. The amount equal to the Class B Required
Amount, if any, which will be used to fund
the Class B Required Amount and be applied
first in accordance with, and in the
priority set forth in, subsection 4.9(b)
and then any amount available to pay the
Class B Investor Default Amount shall be
treated as a portion of Investor Principal
Collections and deposited into the
Principal Account $_________
D. The amount equal to the aggregate amount
by which the Class B Investor Interest has
been reduced below the initial Class B
Investor Interest for reasons other than
the payment of principal to the Class B
Certificateholders (but not in excess of
the aggregate amount of such reductions
which have not been previously reimbursed)
which will be treated as a portion of
Investor Principal Collections and
deposited into the Principal Account $_________
E. The amount equal to the Collateral Monthly
Interest plus the amount of any past due
Collateral Monthly Interest which will be
paid to the Collateral Interest Holder for
application in accordance with the Loan
Agreement $_________
F. The amount equal to the aggregate amount
of accrued but unpaid Collateral Interest
Servicing Fees which will be paid to the
Servicer if the Transferor or the Trustee
is the Servicer $_________
G. The amount equal to the Collateral Default
Amount, if any, for the prior Monthly
Period which will be treated as a portion
of Investor Principal Collections and
deposited into the Principal Account $_________
B-5
H. The amount equal to the aggregate amount
by which the Collateral Interest has been
reduced below the Required Collateral
Interest for reasons other than the
payment of principal to the Collateral
Interest Holder (but not in excess of the
aggregate amount of such reductions which
have not been previously reimbursed) which
will be treated as a portion of Investor
Principal Collections and deposited into
the Principal Account $_________
I. On each Transfer Date from and after the
Reserve Account Funding Date, but prior to
the date on which the Reserve Account
terminates as described in subsection
4.15(f), the amount up to the excess, if
any, of the Required Reserve Account
Amount over the Available Reserve Account
Amount which shall be deposited into the
Reserve Account $_________
J. The amount equal to the amounts determined
to be payable to the Collateral Interest
Holder pursuant to subsections 2.11(a)(i),
(ii) and (iii) of the Loan Agreement $_________
K. The balance, if any, after giving effect
to the payments made pursuant to
subparagraphs (a) through (j) above which
shall constitute "Shared Excess Finance
Charge Collections" with respect to other
Series in Group One. $_________
B-6
IV. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal Collections
pursuant to Section 4.12 with respect to the related Monthly Period in the
following amounts:
A. Reallocated Collateral Principal
Receivables $_________
B. Reallocated Class B Principal Receivables $_________
V. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with respect
to all Monthly Periods preceding the current calendar month
A. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A
Deficiency Amount $_________
2. The aggregate amount of Class B
Deficiency Amount $_________
B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and
unpaid Investor Monthly Servicing Fees $_________
C. Section 4.10:
The aggregate amount of all unreimbursed
Investor Charge Offs $_________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
THE CHASE MANHATTAN BANK,
Servicer
By:______________________
Name:
Title:
B-7
EXHIBIT C TO EXHIBIT 4.2
The Chase Manhattan Bank Chase Credit Card Master Trust Monthly Report
Certificateholders' Statement Series 1997-3
SECTION 5.2 - SUPPLEMENT CLASS A CLASS B COLLATERAL TOTAL
(i) Monthly Principal Distributed _____________________________ _____________
(ii) Monthly Interest Distributed _____________________________ _____________
Deficiency Amounts _____________________________ _____________
Additional Interest _____________________________ _____________
Accrued and Unpaid Interest ______________________ _____________
________ _____________
(iii) Collections of Principal Receivables _____________________________ _____________
(iv) Collections of Finance Charge Receivables _____________________________ _____________
(v) Aggregate Amount of Principal Receivables _____________
Investor
Interest _____________________________ _____________
Adjusted
Interest _____________________________ _____________
Floating Investor Percentage _____________________________ _____________
Fixed Investor Percentage _____________________________ _____________
(vi) Receivables Delinquent (As % of Total
Receivables)
Current
30 to 59 days _____________
60 to 89 days _____________
90 or more days _____________
Total _____________
Receivable
s
_____________
(vii) Investor Default Amount _____________________________ _____________
(viii) Investor Charge-Offs _____________________________ _____________
(ix) Reimbursed Investor Charge-Offs _____________________________ _____________
(x) Servicing Fee _____________________________ _____________
(xi) Portfolio Yield _____________
(xii) Reallocated Monthly Principal ___________________ _____________
(xiii) Closing Investor Interest _____________________________ _____________
(xiv) LIBOR _____________
(xv) Principal Funding Account Balance _____________
(xvi) Interest Funding Account Balance _____________
(xvii) Accumulation Shortfall _____________
(xviii) Principal Funding Investment Proceeds _____________
(xix) Interest Funding Investment Proceeds _____________
(xx) Principal Investment Funding Shortfall _____________
(xxi) Available Funds _____________________________ _____________
(xxii) Certificate Rate _____________________________
SCHEDULE I to EXHIBIT 4.2
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Investor Certificates)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING ____________ __, ____
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1997-3
1. The aggregate amount of the Investor
Percentage of Collections of Principal
Receivables.............................. $_________
2. The aggregate amount of Investor
Percentage of Collections of Finance
Charge Receivables (excluding
Interchange and amounts with respect
to Annual Membership Fees)............... $_________
3. The aggregate amount of Investor
Percentage of amounts with respect to
Annual Membership Fees................... $_________
4. The aggregate amount of Investor
Percentage of Interchange................ $_________
5. The aggregate amount of Servicer
Interchange.............................. $_________
6. The aggregate amount of funds on
deposit in the Finance Change Account
allocable to the Series 1997-3
Certificates............................. $_________
7. The aggregate amount of funds on
deposit in the Principal Account
allocable to the Series 1997-3 $_________
Certificates.............................
8. The aggregate amount of funds on
deposit in the Principal Funding
Account allocable to the Series 1997-3
Certificates............................. $_________
I-1
9. The aggregate amount of funds on
deposit in the Interest Funding
Account allocable to the Series 1997-3
Certificates............................. $_________
10. The aggregate amount to be withdrawn
from the Finance Charge Account and
paid in accordance with the Loan
Agreement pursuant to Section 4.11 of
the Series 1997-3 Supplement............. $_________
11. The excess, if any, of the Required
Collateral Interest over the
Collateral Interest...................... $_________
12. The Collateral Interest on the
Transfer Date of the current calendar
month, after giving effect to the
deposits and withdrawals specified
above, is equal to....................... $_________
13. The amount of Monthly Interest,
Deficiency Amounts and Additional
Interest payable to the
(i) Class A Certificateholders........... $_________
(ii) Class B Certificateholders.......... $_________
(iii) Collateral Interest Holder......... $_________
14. The amount of principal payable to the
(i) Class A Certificateholders........... $_________
(ii) Class B Certificateholders.......... $_________
(iii) Collateral Interest Holder......... $_________
15. The sum of all amounts payable to the
(i) Class A Certificateholders........... $_________
(ii) Class B Certificateholders.......... $_________
(iii) Collateral Interest Holder......... $_________
16. To the knowledge of the undersigned,
no Series 1997-3 Pay Out Event or
Trust Pay Out Event has occurred
except as described below:
[If applicable, insert "none."]
I-2
IN WITNESS WHEREOF, the undersigned has duly executed this Certificates as
of this _____ day of ______________, ____.
THE CHASE MANHATTAN BANK
By:____________________
Name:
Title:
I-3
SCHEDULE II
to EXHIBIT 4.2
Three Month Quarterly Amortization Three Month Quarterly Amortization Three Month Quarterly Amortization
LIBOR (%) Rate (%) LIBOR (%) Rate (%) LIBOR (%) Rate (%)
--------------------------------------------- ----------------------------------------- -----------------------------------------
Below 4.50% 100.00% 5.00% 53.85% 7.51% 7.61%
4.50% 100.00% 5.01% 52.92% 7.52% 7.54%
4.51% 99.08% 5.02% 52.00% 7.53% 7.46%
4.52% 98.15% 5.03% 51.08% 7.54% 7.38%
4.53% 97.23% 5.04% 50.15% 7.55% 7.31%
4.54% 96.31% 5.05% 49.23% 7.56% 7.23%
4.55% 95.38% 5.06% 48.31% 7.57% 7.15%
4.56% 94.46% 5.07% 47.38% 7.58% 7.07%
4.57% 93.54% 5.08% 46.46% 7.59% 7.00%
4.58% 92.62% 5.09% 45.54% 7.60% 6.92%
4.59% 91.69% 5.10% 44.61% 7.61% 6.84%
4.60% 90.77% 5.11% 43.69% 7.62% 6.77%
4.61% 89.85% 5.12% 42.77% 7.63% 6.69%
4.62% 88.92% 5.13% 41.84% 7.64% 6.61%
4.63% 88.00% 5.14% 40.92% 7.65% 6.54%
4.64% 87.08% 5.15% 40.00% 7.66% 6.46%
4.65% 86.15% 5.16% 39.08% 7.67% 6.38%
4.66% 85.23% 5.17% 38.15% 7.68% 6.31%
4.67% 84.31% 5.18% 37.23% 7.69% 6.23%
4.68% 83.38% 5.19% 36.31% 7.70% 6.15%
4.69% 82.46% 5.20% 35.38% 7.71% 6.08%
4.70% 81.54% 5.21% 34.46% 7.72% 6.00%
4.71% 80.61% 5.22% 33.54% 7.73% 5.92%
4.72% 79.69% 5.23% 32.61% 7.74% 5.84%
4.73% 78.77% 5.24% 31.69% 7.75% 5.77%
4.74% 77.85% 5.25% 30.77% 7.76% 5.69%
4.75% 76.92% 5.26% 29.84% 7.77% 5.61%
4.76% 76.00% 5.27% 28.92% 7.78% 5.54%
4.77% 75.08% 5.28% 28.00% 7.79% 5.46%
4.78% 74.15% 5.29% 27.08% 7.80% 5.38%
4.79% 73.23% 5.30% 26.15% 7.81% 5.31%
4.80% 72.31% 5.31% 25.23% 7.82% 5.23%
4.81% 71.38% 5.32% 24.31% 7.83% 5.15%
4.82% 70.46% 5.33% 23.38% 7.84% 5.08%
4.83% 69.54% 5.34% 22.46% 7.85% 5.00%
4.84% 68.61% 5.35% 21.54% 7.86% 4.92%
4.85% 67.69% 5.36% 20.61% 7.87% 4.84%
4.86% 66.77% 5.37% 19.69% 7.88% 4.77%
4.87% 65.85% 5.38% 18.77% 7.89% 4.69%
4.88% 64.92% 5.39% 17.84% 7.90% 4.61%
4.89% 64.00% 5.40% 16.92% 7.91% 4.54%
4.90% 63.08% 5.41% 16.00% 7.92% 4.46%
4.91% 62.15% 5.42% 15.07% 7.93% 4.38%
4.92% 61.23% 5.43% 14.15% 7.94% 4.31%
4.93% 60.31% 5.44% 13.23% 7.95% 4.23%
4.94% 59.38% 5.45% 12.31% 7.96% 4.15%
4.95% 58.46% 5.46% 11.38% 7.97% 4.08%
4.96% 57.54% 5.47% 10.46% 7.98% 4.00%
4.97% 56.61% 5.48% 9.54% 7.99% 3.92%
4.98% 55.69% 5.49% 8.61% 8.00% 3.84%
4.99% 54.77% 5.50%-7.50% 7.69% 8.01% 3.77%
Three Month Quarterly Amortization Three Month Quarterly Amortization Three Month Quarterly Amortization
LIBOR (%) Rate (%) LIBOR (%) Rate (%) LIBOR (%) Rate (%)
--------------------------------------------- ----------------------------------------- -----------------------------------------
8.02% 3.69% 8.19% 2.38% 8.36% 1.08%
8.03% 3.61% 8.20% 2.31% 8.37% 1.00%
8.04% 3.54% 8.21% 2.23% 8.38% 0.92%
8.05% 3.46% 8.22% 2.15% 8.39% 0.85%
8.06% 3.38% 8.23% 2.08% 8.40% 0.77%
8.07% 3.31% 8.24% 2.00% 8.41% 0.69%
8.08% 3.23% 8.25% 1.92% 8.42% 0.62%
8.09% 3.15% 8.26% 1.85% 8.43% 0.54%
8.10% 3.08% 8.27% 1.77% 8.44% 0.46%
8.11% 3.00% 8.28% 1.69% 8.45% 0.38%
8.12% 2.92% 8.29% 1.61% 8.46% 0.31%
8.13% 2.85% 8.30% 1.54% 8.47% 0.23%
8.14% 2.77% 8.31% 1.46% 8.48% 0.15%
8.15% 2.69% 8.32% 1.38% 8.49% 0.08%
8.16% 2.61% 8.33% 1.31% 8.50% 0.00%
8.17% 2.54% 8.34% 1.23% Above 8.50% 0.00%
8.18% 2.46% 8.35% 1.15%
