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 2001-3 Certificateholders
SERIES 2001-3 SUPPLEMENT
Dated as of June 14, 2001
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
CHASE CREDIT CARD MASTER TRUST
Series 2001-3
TABLE OF CONTENTS
Page
SECTION 1. Designation.......................................................1
SECTION 2. Definitions.......................................................1
SECTION 3. Servicing Compensation and Assignment of Interchange.............11
SECTION 4. Reassignment and Transfer Terms..................................12
SECTION 5. Delivery and Payment for the Investor Certificates...............12
SECTION 6. Form of Delivery of Investor Certificates........................12
SECTION 7. Article IV of Agreement..........................................12
SECTION 4.4 Rights of the Certificateholders.......................13
SECTION 4.5 Allocations............................................13
SECTION 4.6 Determination of Required Monthly Interest Payment.....15
SECTION 4.7 Determination of Monthly Principal Payments............16
SECTION 4.8 Coverage of Required Amount............................16
SECTION 4.9 Monthly Payments.......................................16
SECTION 4.10 Investor Charge-Offs...................................19
SECTION 4.11 Reallocated Principal Collections......................20
SECTION 4.12 Shared Principal Collections...........................20
SECTION 4.13 Principal Funding Account..............................20
SECTION 4.14 Accumulation Period Reserve Account....................21
SECTION 4.15 Transferor's or Servicer's Failure to Make a
Deposit or Payment...................................23
SECTION 8. Article V of the Agreement.......................................24
SECTION 5.1 Distributions..........................................24
SECTION 5.2 Monthly Certificateholders' Statement..................24
SECTION 9. Series 2001-3 Pay Out Events.....................................26
SECTION 10. Series 2001-3 Termination.......................................27
SECTION 11. Counterparts....................................................27
SECTION 12.(a) Governing Law..............................................27
SECTION 13. No Petition.....................................................27
SECTION 14. Amendment to Agreement..........................................28
SECTION 15. Tax Representation and Covenant.................................28
SECTION 16. Transfers of the Certificates...................................28
SECTION 17. Compliance with Withholding Requirements........................30
SECTION 18. Tax Characterization of the Certificates........................30
SECTION 19. ERISA Legend....................................................31
SERIES 2001-3 SUPPLEMENT, dated as of June 14, 2001 (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 Third Amended and Restated Pooling and Servicing
Agreement dated as of November 15, 1999, as amended by the First Amendment
thereto dated as of March 31, 2001, between Chase USA, the Servicer and the
Trustee (as may be amended, modified or supplemented from time to time, the
"Agreement").
Section 6.9 of the Agreement provides, among other things, that
the Transferor and the Trustee may at any time and from time to time enter
into a supplement to the Agreement for the purpose of authorizing the delivery
by the Trustee to the Transferor for the execution and redelivery to the
Trustee for authentication of one or more Series of Certificates;
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof;
On the Closing Date, the Certificates will be deposited by the
Transferor in the Chase Credit Card Owner Trust 2001-3 (the "Owner Trust") and
pledged by the Owner Trustee to an indenture trustee to secure certain notes
to be issued by the Owner Trust.
SECTION 1. Designation
There is hereby created a Series of Investor Certificates to be
issued in a single class pursuant to the Agreement and this Series Supplement
and to be known as the "Series 2001-3 Certificates." The Series 2001-3
Certificates shall be substantially in the form of Exhibit A hereto.
Series 2001-3 shall be included in Group One (as defined below).
Series 2001-3 shall not be subordinated to any other Series.
SECTION 2. Definitions
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles,
Sections or subsections of the Agreement, except as otherwise provided herein.
All capitalized terms not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the
Investor Certificates and no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period,
a fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a)
the Initial Investor Interest, (b) the initial investor interests (or other
amounts specified in the applicable Supplement) of all outstanding Series
(other than Series
2001-3) 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(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of (a) the Transfer
Date with respect to the Monthly Period which commences three months prior to
the commencement of the Controlled Accumulation Period; (b) the first Transfer
Date for which the Portfolio Adjusted Yield is less than 2%, but in such event
the Accumulation Period Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period which
commences 12 months prior to the commencement of the Controlled Accumulation
Period; (c) the first Transfer Date for which the Portfolio Adjusted Yield is
less than 3%, but in such event the Accumulation Period Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date
with respect to the Monthly Period which commences six months prior to the
commencement of the Controlled Accumulation Period; and (d) the first Transfer
Date for which the Portfolio Adjusted Yield is less than 4%, but in such event
the Reserve Account Funding Date shall not be required to occur earlier than
the Transfer Date with respect to the Monthly Period which commences four
months prior to the commencement of the Controlled Accumulation Period.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal
Funding Account pursuant to subsection 4.9(c)(i) with respect to the
Certificates for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to any date
of determination, an amount equal to the Investor Interest as of such date
minus the Principal Funding Account Balance as of such date.
"Aggregate Investor Default Amount" shall mean, with respect to
any Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Assignee" shall have the meaning specified in subsection 16(a).
2
"Available Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date, the lesser of (a) the amount on deposit in
the Accumulation Period Reserve Account on such date (after taking into
account any interest and earnings retained in the Accumulation Period Reserve
Account pursuant to subsection 4.14(b) on such date, but before giving effect
to any deposit made or to be made in the Accumulation Period Reserve Account
on such date) and (b) the Required Accumulation Period Reserve Account Amount.
"Available Investor Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant to
the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange, (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.13(b),
if any, with respect to the related Transfer Date and (c) the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d) which will be deposited into the
Finance Charge Account on the related Transfer Date.
"Available Investor Principal Collections" shall mean with respect
to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.11 are required to fund the Class A Note Interest Requirement, the
Class B Note Interest Requirement and the Net Investor Servicing Fee, plus (c)
the amount of Shared Principal Collections with respect to other Series that
are allocated to Series 2001-3 in accordance with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement, each for
the related Note Interest Period, and the Investor Servicing Fee with respect
to such Monthly Period and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period; provided,
however, that with respect to the April 2001, May 2001 and June 2001 Monthly
Periods, Base Rate shall mean the sum of (i) the weighted average of the Class
A Note Interest Rate, the Class B Note Interest Rate and the Class C Note
Interest Rate and (ii) 2%; provided that the Class A Note Interest Rate, the
Class B Note Interest Rate and the Class C Note Interest Rate shall be
determined based on LIBOR as calculated for the related Interest Periods
pursuant to the Series 2001-1 Supplement to the Agreement plus (x) with
respect to the Class A Note Interest Rate, 0.12% per annum, (y) in the case of
the Class B Note Interest Rate, 0.36% per annum and (z) in the case of the
Class C Note Interest Rate 0.90% per annum.
"Certificateholders" shall mean the Persons in whose names the
Series 2001-3 Certificates are registered in the Certificate Register.
3
"Certificate Reassignment Date" shall mean the date on which the
Investor Certificates are retransferred to the Transferor in accordance with
the terms specified in Section 4 of this Series Supplement and subsection
12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Class B Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Closing Date" shall mean June 14, 2001.
"Controlled Accumulation Amount" shall mean (a) for any Transfer
Date with respect to the Controlled Accumulation Period prior to the Scheduled
Principal Allocation Commencement Date, $62,500,000; provided, however, that
if the commencement of the Controlled Accumulation Period is determined to be
less than 12 months pursuant to subsection 4.9(e), the Controlled Accumulation
Amount for each Transfer Date with respect to the Controlled Accumulation
Period prior to the Scheduled Principal Allocation Commencement Date, will be
equal to (x) 84% of the Initial Investor Interest divided by (y) the number of
Monthly Periods in the Controlled Accumulation Period as determined pursuant
to subsection 4.9(e) and (b) for any Transfer Date with respect to the
Controlled Accumulation Period after the Scheduled Principal Allocation
Commencement Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on April 30, 2003 or such later date as is determined in accordance
with subsection 4.9(e) and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 2001-3
Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with respect
to any Interest Period, an amount equal to the product of (a) the actual
number of days in the Interest Period beginning on the Distribution Date
preceding such Transfer Date divided by 360, (b) the Class A Note Interest
Rate and (c) the Principal Funding Account Balance as of the close of business
on the Distribution Date preceding such Transfer Date (after giving effect to
all of the transactions occurring on such date).
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
4
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject to
reallocation, which are on deposit or to be deposited in the Principal Account
on such date.
"Distribution Date" shall mean July 16, 2001 and the fifteenth day
of each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to
subsections 4.9(a)(i) through (viii) over Available Investor Finance Charge
Collections.
"Fitch" shall mean Fitch, Inc. 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
quotient of (A) the sum of (I) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior Monthly
Period multiplied by the actual number of days in the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (II) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related
Addition Date or Removal Date after adjusting for the aggregate amount of
Principal Receivables added to or removed from the Trust on the related
Addition Date or Removal Date, multiplied by the actual number of days in the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period divided by (B) the actual number
of days in such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (or with respect to the first Monthly
Period, the Initial Investor Interest) and the denominator of which is the
greater of (a) the sum of (i) the aggregate amount of Principal Receivables as
of the close of business on the
5
last day of the prior Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables in the Trust as of the close of business on the day immediately
preceding the Closing Date, and with respect to the second calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables as of
the close of business on the last day of the first calendar month in the first
Monthly Period) and (ii) the Excess Funding Amount as of the close of business
on such last day of the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Finance Charge Receivables, Default
Amounts or Principal Receivables, as applicable, for all outstanding Series on
such date of determination; provided, however, that with respect to any
Monthly Period in which an Addition Date occurs or in which a Removal Date
occurs, the amount determined pursuant to clause (a)(i) hereof shall be the
quotient of (A) the sum of (I) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior Monthly
Period multiplied by the actual number of days in the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (II) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related
Addition Date or Removal Date after adjusting for the aggregate amount of
Principal Receivables added to or removed from the Trust on the related
Addition Date or Removal Date, multiplied by the actual number of days in the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period divided by (B) the actual number
of days in such Monthly Period.
"Group One" shall mean Series 2001-3 and each other Series
specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of June
14, 2001 between the Chase Credit Card Owner Trust 2001-3 and The Bank of New
York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificates, which is $892,857,000.
"Initial Purchaser" shall have the meaning set forth in subsection
16(c).
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through the
day preceding such Distribution Date, except that the initial Interest Period
shall be the period from and including the Closing Date through the day
preceding the initial Distribution Date.
"Investor Certificates" shall mean the Series 2001-3 Certificates.
"Investor Charge-Offs" shall have the meaning specified in Section
4.10.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a) the
Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
amount equal to (a) the Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to
6
the Certificates prior to such date and minus (c) the aggregate amount of
Investor Charge-Offs pursuant to Section 4.10 and Reallocated Principal
Collections pursuant to Section 4.11 plus (d) the aggregate amount of
Available Investor Finance Charge Collections allocated and available on all
prior Transfer Dates pursuant to subsection 4.9(a)(vi) for the purpose of
reimbursing the amount of any reduction pursuant to clause (c); provided,
however, that the Investor Interest may not be reduced below zero.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Collections of Finance Charge Receivables and Default Amounts at
any time and Collections of Principal Receivables during the Revolving Period,
the Floating Investor Percentage and (b) with respect to Collections of
Principal Receivables during the Controlled Accumulation Period or the Rapid
Amortization Period, the Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
4.5(b)(ii), or 4.5(c)(ii), in each case, as applicable to such Monthly Period
and (b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.9(a)(v) and (vi) for such Monthly Period (other than
such amount paid from Reallocated Principal Collections).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include June 30, 2001.
"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (including Series 2001-3) 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),
(b) the Controlled Deposit Amount for the related Transfer Date for any Series
in its Accumulation Period, other than its Rapid Accumulation Period, if
applicable (as such terms are defined in the related Supplements for all
Series), (c) the Investor Interest as of the end of the prior Monthly Period
taking into effect any payments to be made on the following Distribution Date
for any Series in its Principal Amortization Period or Rapid Amortization
Period (as such terms are defined in the related Supplements for all Series),
(d) the Adjusted Investor Interest as of the end of the prior Monthly Period
taking into effect any payments or deposits to be made on the following
Transfer Date and Distribution Date for any Series in its Rapid Accumulation
Period (as such terms are defined in the related Supplements for all Series),
and (e) such other amounts as may be specified in the related Supplements for
all Series.
"Monthly Principal Reallocation Amount" shall mean with respect to
any Monthly Period an amount equal to the sum of (A) the lower of (i) the
excess of the Class A
7
Note Interest Requirement over the Available Investor Finance Charge
Collections allocated with respect thereto pursuant to subsection 4.9(a)(i)
and (ii) the greater of (a) (x) the product of (I) 16.0% and (II) the Initial
Investor Interest minus (y) the amount of unreimbursed Investor Charge-Offs
(after giving effect to Investor Charge-Offs for the related Monthly Period)
and unreimbursed Reallocated Principal Collections (as of the previous
Distribution Date) and (b) zero; and (B) the lower of (i) the excess of the
Class B Note Interest Requirement and the Net Investor Servicing Fee over the
Available Investor Finance Charge Collections allocated with respect thereto
pursuant to subsections 4.9(a)(i) and 4.9(a)(ii) and (ii) the greater of (a)
the product of (I) 9.0% and (II) the Initial Investor Interest minus the
amount of unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
Principal Collections as of the previous Distribution Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the
Investor Servicing Fee allocable to the Series 2001-3 Certificates with
respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth in the
Indenture.
"Note Interest Requirement" shall have the meaning set forth in
subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set forth in
the Indenture.
"Pay Out Commencement Date" shall mean the date on which a Trust
Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series 2001-3
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 deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d), each deposited into the Finance
Charge Account on the Transfer Date relating to such Monthly Period, such sum
to be calculated on a cash basis after subtracting the Investor Default Amount
for such Monthly Period, and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period; provided,
however, that with respect to the April 2001, May
8
2001 and June 2001 Monthly Periods, Portfolio Yield shall mean "Portfolio
Yield" as calculated in accordance with the definition thereof in the Series
2001-1 Supplement to the Agreement.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.13(a).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect
to each Transfer Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses) for the period from
and including the immediately preceding Transfer Date to but excluding such
Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with respect
to each Transfer Date relating to the Controlled Accumulation Period, the
amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date are less than the Covered Amount determined as of such Transfer
Date.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 2001-3 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.
"Rating Agency Condition" shall mean, with respect to Series
2001-3, the written confirmation of the Rating Agency that a specified event
or modification of the terms of Series 2001-3 will not result in the
withdrawal or downgrade of the rating of any class of the Asset Backed Notes
of Chase Credit Card Owner Trust 2001-3 then in effect.
"Reallocated Principal Collections" shall mean with respect to any
Transfer Date, Investor Principal Collections applied in accordance with
Section 4.11 in an amount not to exceed the lesser of the Monthly Principal
Reallocation Amount for the related Monthly Period and the Investor Interest
after giving effect to any Investor Charge-Offs for such Transfer Date.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date on or after the Accumulation Period Reserve
Account Funding Date, an amount equal to the product of (i) 84.0%, (ii) the
Initial Investor Interest and (iii) 0.5%; provided, however, that (i) if the
Accumulation Period Length is one month and the Transferor has provided the
Servicer and the Trustee with evidence that the Rating Agency Condition has
been satisfied, the Required Accumulation Period Reserve Account Amount shall
be zero (0), (ii) if the Accumulation Period Length is two months and the
Transferor has provided the Servicer
9
and the Trustee with evidence that the Rating Agency Condition has been
satisfied, the Required Accumulation Period Reserve Account Amount shall be
equal to the product of (I) 84.0%, (II) the Initial Investor Interest and
(III) 0.25%, (iii) if the Accumulation Period Length is four or five months,
the Required Accumulation Period Reserve Account Amount shall be equal to the
product of (I) 84.0%, (II) the Initial Investor Interest and (III) 0.75%, and
(iv) if the Accumulation Period Length is six or more months, the Required
Accumulation Period Reserve Account Amount shall be equal to the product of
(I) 84.0%, (II) the Initial Investor Interest and (III) 1.00%.
"Required Amount" shall have the meaning set forth in Section 4.8.
"Required Owner Trust Spread Account Amount" shall have the
meaning set forth in the Indenture.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Scheduled Principal Allocation Commencement Date" shall mean the
May 2004 Distribution Date.
"Series 2001-3" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificates.
"Series 2001-3 Pay Out Event" shall have the meaning specified in
Section 9 hereof.
"Series 2001-3 Termination Date" shall mean the earliest to occur
of (a) the Distribution Date on which the Investor Interest is paid in full,
(b) the September 2006 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date, and (ii) with respect to any Transfer Date
during the Rapid Amortization Period, the Adjusted Investor Interest over (b)
the Investor Principal Collections minus the Reallocated Principal Collections
for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"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%.
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"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.9(a)(ix) allocated to the Series 2001-3
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 payments with
respect to such Series, if any, and available to cover shortfalls with respect
to the Investor Certificates.
"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the
amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Targeted Holder" shall mean each holder of a right to receive
interest or principal with respect to the Investor Certificates (or other
interests in the Trust), other than certificates (or other such interests)
with respect to which an opinion is rendered that such certificates (or other
such interests) will be treated as debt for federal income tax purposes, and
any holder of a right to receive any amount in respect of the Transferor
Interest; provided, that any Person holding more than one interest each of
which would cause such Person to be a Targeted Holder shall be treated as a
single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 16(a).
SECTION 3. Servicing Compensation and Assignment of Interchange
(a) The share of the Servicing Fee allocable to Series 2001-3 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 March 2001
Monthly Period and the denominator of which is 360, (ii) 2.0% and (iii) the
Initial Investor Interest on the Closing Date. On each Transfer Date a portion
of Interchange with respect to the related Monthly Period that is on deposit
in the Finance Charge Account shall be withdrawn from the Finance Charge
Account and paid to the Servicer in payment of a portion of the Investor
Servicing Fee with respect to such Monthly Period ("Servicer Interchange").
Should the Servicer Interchange on deposit in the Finance Charge Account on
any Transfer Date with respect to the related Monthly Period be less than
one-twelfth of 1.00% of the Adjusted Investor Interest as of the last day of
such Monthly Period, the Investor Servicing Fee with respect to such Monthly
Period will not be paid to the extent of such insufficiency of Servicer
Interchange on deposit in the Finance Charge Account. The share of the
Investor Servicing Fee allocable to the Certificateholders with respect to any
Transfer Date (the "Net Investor Servicing Fee") shall be equal to one-twelfth
of the product of (i) the Net Servicing Fee Rate and (ii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer
Date, the Net Investor Servicing Fee shall be equal to the product of (i) a
fraction, the numerator of which is the number of days from and
11
including the Closing Date to and including the last day of the March 2001
Monthly Period and the denominator of which is 360, (ii) the Net Servicing Fee
Rate and (iii) the Investor Interest on the Closing Date. Except as
specifically provided above, the Servicing Fee shall be paid by the cash flows
from the Trust allocated to the Transferor or the certificateholders of other
Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee or the Certificateholders be liable therefor. The Net
Investor Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsection 4.9(a)(iii).
(b) On or before each Transfer Date, the Transferor shall notify the
Servicer of the amount of Interchange to be included as Collections of Finance
Charge Receivables and allocable to the Certificateholders with respect to the
preceding Monthly Period as determined pursuant to this subsection 3(b). Such
amount of Interchange shall be equal to the product of (i) the aggregate
amount of Interchange with respect to such Monthly Period and (ii) the
Investor Percentage with respect to Finance Charge Receivables for such
Monthly Period. On each Transfer Date, the Transferor shall pay to the
Servicer, and the Servicer shall deposit into the Finance Charge Account, in
immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms
The Investor Certificates shall be subject to retransfer to the
Transferor at its option, in accordance with the terms specified in subsection
12.2(a), on any Distribution Date on or after the Distribution Date on which
the Investor Interest is reduced to an amount less than or equal to 5% of the
Initial Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest and
(b) accrued and unpaid interest on the Investor Certificates through the day
preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates
The Transferor shall execute and deliver the Series 2001-3 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. Form of Delivery of Investor Certificates
The Certificates shall be delivered as Registered Certificates as
provided in Section 6.1.
SECTION 7. Article IV of Agreement
Sections 4.1, 4.2 and 4.3 shall be read in their entirety as provided in
the Agreement. Article IV (except for Sections 4.1, 4.2 and 4.3 thereof) shall
be read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF THE CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholders. The Investor
Certificates shall represent undivided interests in the Trust, consisting
of the right to receive, to the extent
12
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement,
(a) the Floating Investor Percentage and Fixed Investor Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (b) funds on deposit in the Collection Account, the
Finance Charge Account, the Excess Funding Account, the Principal
Account, the Principal Funding Account, the Accumulation Period Reserve
Account and the Distribution Account. The Transferor Certificate shall
not represent any interest in the Collection Account, the Finance Charge
Account, the Principal Account, the Excess Funding Account, the Principal
Funding Account, the Accumulation Period Reserve Account or the
Distribution Account, except as specifically provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account,
allocate to the Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date
of Processing of such Collections and (B) the aggregate amount
of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date
of Processing of such Collections and (2) the aggregate amount
of Collections processed in respect of Principal Receivables on
such Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.5(a)(ii)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the
amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.5(a)(ii)(B) with respect to any
Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such
Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior
to the close of business on the day any Collections are deposited in
the Collection Account, allocate to the Certificateholders or the
Holder of the Transferor Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
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(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date
of Processing of such Collections and (B) the aggregate amount
of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date
of Processing of such Collections and (2) the aggregate amount
of Collections processed in respect of Principal Receivables on
such Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.5(b)(ii)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided, however, that the
amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.5(b)(ii)(B) with respect to any
Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such
Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Date of Processing
and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(c) Allocations During the Rapid Amortization Period. During
the Rapid Amortization Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the
Collection Account, allocate to the Certificateholders and pay or
deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date
of Processing of such Collections and (B) the aggregate amount
of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date
of Processing of such Collections and (2) the aggregate amount
of Collections processed in respect of Principal Receivables on
such Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.5(c)(ii)(A) shall not exceed the sum of the
Investor Interest as of the close of business on the last day
of the prior Monthly Period (after taking into account any
payments to be made on the Distribution Date relating to such
prior Monthly Period and deposits and any adjustments to be
made to the Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and any Reallocated Principal
Collections relating to the Monthly Period in which such
deposit is made and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified
in the proviso to clause (A) above; provided,
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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 Certificateholders and (ii) if at any time
prior to such Distribution Date the amount of Collections deposited
in the Collection Account exceeds the amount required to be
deposited pursuant to clause (i) above, the Servicer shall withdraw
the excess from the Collection Account. To the extent that, in
accordance with this subsection 4.5(d), the Servicer has retained
amounts which would otherwise be required to be deposited in the
Finance Charge Account or the Principal Account with respect to any
Monthly Period, the Servicer shall be required to deposit such
amounts in the Finance Charge Account or the Principal Account on
the related Transfer Date to the extent necessary to make required
distributions to the Certificateholders on the related Distribution
Date, including any amounts which are required to be applied as
Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement
and (ii) be making deposits to the Principal Account and Finance Charge
Account on a monthly basis, all requirements herein to deposit amounts on
a daily basis shall be deemed to be satisfied to the extent that the
required monthly deposit is made and all references to amounts on deposit
in such accounts shall be deemed to include amounts which would otherwise
have been deposited therein on a daily basis.
SECTION 4.6 Determination of Required Monthly Interest Payment. The
amount of monthly interest distributable to the Series Certificates shall
be an amount equal to the sum of the Class A Note Interest Requirement,
the Class B Note Interest Requirement and the Net Class C Note Interest
Requirement (collectively, the "Note Interest Requirement"); provided,
however, that with respect to the first Distribution Date, each of the
Class A Note Interest Requirement, the Class B Note Interest Requirement
and the Net Class C Note Interest Requirement will include accrued
interest at the applicable Note Interest Rate from the Closing Date
through July 15, 2001.
15
SECTION 4.7 Determination of Monthly Principal Payments. The amount
of monthly principal distributable from the Principal Account with
respect to the Investor Certificates on each Transfer Date, beginning
with the Transfer Date in the month following the month in which the
Controlled Accumulation Period or, if earlier, the Rapid Amortization
Period, begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect to
such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest on such Transfer
Date prior to any deposit into the Principal Funding Account to be made
on such day.
SECTION 4.8 Coverage of Required Amount. On or before each Transfer
Date, the Servicer will determine the amount (the "Required Amount") by
which (A) the sum of (i) the Class A Note Interest Requirement, (ii) the
Class B Note Interest Requirement and (iii) the Net Class C Note Interest
Requirement plus (B) the Net Investor Servicing Fee for the prior Monthly
Period plus (C) the Net Investor Servicing Fee, if any, due but not paid
on any prior Transfer Date plus, (D) the Investor Default Amount for the
prior Monthly Period, if any, exceeds the amount of Available Investor
Finance Charge Collections for such Monthly Period. In the event the
Required Amount is greater than zero, the Servicer shall give written
notice to the Trustee of such positive Required Amount for such Transfer
Date and all or a portion of the Shared Excess Finance Charge Collections
allocable to Series 2001-3 with respect to such Transfer Date in an
amount equal to the Required Amount, to the extent available, for such
Transfer Date shall be distributed from the Finance Charge Account on
such Transfer Date in accordance with the priority of payments set forth
in subsection 4.9(a).
SECTION 4.9 Monthly Payments. On or before each Transfer Date, the
Servicer shall instruct the Trustee and the Paying Agent in writing
(which writing shall be substantially in the form of Exhibit B hereto) to
withdraw and the Trustee, acting in accordance with such instructions,
shall withdraw on such Transfer Date or the related Distribution Date, as
applicable, to the extent of available funds, the amounts required to be
withdrawn from the Finance Charge Account, the Principal Account, the
Principal Funding Account and the Distribution Account as follows:
(a) An amount equal to the Available Investor Finance Charge
Collections for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:
(i) an amount equal to Class A Note Interest Requirement
for the related Transfer Date, shall be distributed by the
Servicer or the Trustee to the Certificateholders;
(ii) an amount equal to the Class B Note Interest
Requirement for the related Transfer Date shall be distributed
by the Servicer or the Trustee to the Certificateholders;
16
(iii) an amount equal to the Net Investor Servicing Fee
for such Transfer Date plus the amount of any Net Investor
Servicing Fee due but not paid to the Servicer on any prior
Transfer Date shall be distributed to the Servicer;
(iv) an amount equal to the Net Class C Note Interest
Requirement for the related Transfer Date, shall be distributed
by the Servicer or the Trustee to the Certificateholders;
(v) an amount equal to the Investor Default Amount, if
any, for the preceding Monthly Period shall be treated as a
portion of Available Investor Principal Collections and
deposited into the Principal Account on such Transfer Date;
(vi) an amount equal to the aggregate amount by which the
Investor Interest has been reduced below the Initial Investor
Interest for reasons other than the payment of principal to the
Certificateholders (but not in excess of the aggregate amount
of such reductions which have not been previously reimbursed)
shall be deposited in the Principal Account on such Transfer
Date and treated as a portion of Available Investor Principal
Collections;
(vii) on and after the Accumulation Period Reserve Account
Funding Date, but prior to the date on which the Accumulation
Period Reserve Account terminates, the Trustee will deposit an
amount up to the excess, if any, of the Required Accumulation
Period Reserve Account Amount over the Available Accumulation
Period Reserve Account Amount into the Accumulation Period
Reserve Account;
(viii) an amount equal to the excess, if any, of the
Required Owner Trust Spread Account Amount over the amount then
on deposit in the Owner Trust Spread Account will be paid to
the Certificateholders; and
(ix) the balance, after payments made pursuant to clauses
(i) through (viii) above, first will be treated as Excess
Finance Charge Collections which will be available to cover
shortfalls, if any, in amounts payable from collections of
Finance Charge Receivables with respect to other Series in
accordance with the Agreement, and then the balance, if any,
remaining after any such sharing will be paid to the
Certificateholders.
To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of Available Investor
Finance Charge Collections as described above, the Servicer shall
instruct the Trustee and any Paying Agent in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply Shared
Excess Finance Charge Collections with respect to Group One allocable to
Series 2001-3 in the priority set forth above.
(b) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the
Principal Account for the related Monthly Period shall be
distributed on each Transfer Date in the following priority:
17
(i) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections and the denominator of
which is equal to the sum of the Available Investor Principal
Collections available for sharing as specified in the related
Supplement for each Series and (2) the Cumulative Series
Principal Shortfall and (B) Available Investor Principal
Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series
other than this Series 2001-3; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date
over (B) the applications specified in subsection 4.9(b)(i)
above shall be paid to the Holder of the Transferor
Certificate; provided, however, that the amount to be paid to
the Holder of the Transferor Certificate pursuant to this
subsection 4.9(b)(ii) with respect to such Transfer Date shall
be paid to the Holder of the Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than
the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred
to in subsection 4.3(b)) and otherwise deposited into the
Excess Funding Account.
(c) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor
Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in
the following priority:
(i) an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation
Period, the applicable Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest prior to
any deposits on such Transfer Date, shall be (A) during the
Controlled Accumulation Period, deposited into the Principal
Funding Account, and (B) during the Rapid Amortization Period
paid to the Certificateholders; and
(ii) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections remaining after the
application specified in subsection 4.9(c)(i) above and the
denominator of which is equal to the sum of the Available
Investor Principal Collections available for sharing as
specified in the related Supplement for each Series and (2) the
Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and
applied to Series other than this Series 2001-3; 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
18
specified in subsection 4.9(c)(i) and (ii) above shall be paid
to the Holder of the Transferor Certificate; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.9(c)(iii) with
respect to such Transfer Date shall be paid to the Holder of
the Transferor Certificate only if the Transferor Interest on
such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of
all Receivables created on or prior to such Transfer Date and
the application of payments referred to in subsection 4.3(b))
and otherwise shall be deposited into the Excess Funding
Account.
(d) On the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date (and on each Distribution
Date thereafter during the Controlled Accumulation Period), the
Trustee or the Paying Agent, acting in accordance with instructions
from the Servicer, shall pay to the Certificateholders an amount
equal to the amount on deposit in the Principal Funding Account on
the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled to
commence at the close of business on the last day of the April 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
will be delayed to the first Business Day of the month that is the
number of whole months prior to the Scheduled Principal Allocation
Commencement Date at least equal to the Accumulation Period Length
and, as a result, the number of Monthly Periods in the Controlled
Accumulation Period will at least equal the Accumulation Period
Length. On the February 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 be determined to be less than one month.
SECTION 4.10 Investor Charge-Offs. On or before each Transfer Date,
the Servicer shall calculate the Investor Default Amount. If on any
Transfer Date, the Investor Default Amount for the prior Monthly Period
exceeds the sum of the amount allocated with respect thereto pursuant to
subsection 4.9(a)(v), with respect to such Monthly Period, the Investor
Interest (after giving effect to reductions for any Reallocated Principal
Collections on such Transfer Date) will be reduced by the amount of such
excess (such amount, an "Investor Charge-Off"), but not by more than the
lesser of the Investor Default Amount and the Investor Interest (after
giving effect to reductions for any Reallocated Principal Collections on
such Transfer Date) for such Transfer Date. In the event that such
reduction would cause the Investor Interest to be a negative number, the
Investor Interest will be reduced to zero, and no further amounts shall
be allocated to the Investor Certificate. If the Investor Interest has
been reduced by the amount of any Investor Charge-Offs or Reallocated
Principal Collections, such reductions will be reimbursed on any Transfer
Date (but not by an amount in excess of
19
the aggregate unreimbursed Investor Charge-Offs and unreimbursed
Reallocated Principal Collections) by the amount of Available Investor
Finance Charge Collections allocable to Series 2001-3 allocated and
available for such purpose pursuant to subsection 4.9(a)(vi).
SECTION 4.11 Reallocated Principal Collections. On or before each
Transfer Date, the Servicer shall instruct the Trustee and the Paying
Agent in writing (which writing shall be substantially in the form of
Exhibit B hereto) to withdraw from the Principal Account and apply
Reallocated Principal Collections with respect to such Transfer Date in
an amount equal to the lesser of the Available Principal Collections and
the Monthly Principal Reallocation Amount for the preceding Monthly
Period, and apply such amounts on such Transfer Date in accordance with
the priority set forth in Section 4.9(a) hereof. On each Transfer Date
the Investor Interest shall be reduced by the amount of Reallocated
Principal Collections for such Transfer Date.
SECTION 4.12 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in
the Principal Account equal to the amount of Shared Principal
Collections allocable to Series 2001-3 on any Transfer Date shall be
applied as Available Investor Principal Collections pursuant to
Section 4.9 and shall be deposited in the Distribution Account.
(b) Shared Principal Collections allocable to Series 2001-3
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 2001-3
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 2001-3 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 2001-3 for such Transfer
Date and the denominator of which is the aggregate amount of the
Cumulative Series Principal Shortfall for all Series for such
Transfer Date.
SECTION 4.13 Principal Funding Account.
(a) The Trustee, or the Servicer, on its behalf, shall
establish and maintain, in the name of the Trust, on behalf of the
Trust, for the benefit of the Certificateholders, an Eligible
Deposit Account (the "Principal Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders. The Trustee shall
possess all right, title and interest in all funds on deposit from
time to time in the Principal Funding Account and in all proceeds
thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the
Certificateholders. If at any time the Principal Funding Account
ceases to be an Eligible Deposit Account, the Transferor shall
notify the Trustee, and the Trustee upon being notified (or the
20
Servicer on its behalf) shall, within 10 Business Days, establish a
new Principal Funding Account which meets the conditions specified
in the definition of Eligible Deposit Account, and shall transfer
any cash or any investments to such new Principal Funding Account.
The Trustee or the Paying Agent, at the direction of the Servicer,
shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this
Series Supplement, and (ii) on each Transfer Date (from and after
the commencement of the Controlled Accumulation Period) prior to
termination of the Principal Funding Account make a deposit into the
Principal Funding Account in the amount specified in, and otherwise
in accordance with, subsection 4.9(c).
(b) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee or the
Paying Agent in Permitted Investments. Funds on deposit in the
Principal Funding Account on any Transfer Date, after giving effect
to any withdrawals from the Principal Funding Account on such
Transfer Date, shall be invested in such investments that will
mature so that such funds will be available for withdrawal on or
prior to the next succeeding Transfer Date. The Trustee or the
Paying Agent shall maintain for the benefit of the
Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No
Permitted Investment shall be disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period, and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee or the Paying Agent, acting at the Servicer's direction given
before each Transfer Date, shall transfer from the Principal Funding
Account to the Finance Charge Account the Principal Funding Investment
Proceeds, but not in excess of the Covered Amount, for application as
Available Investor Finance Charge Collections applied pursuant to
subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds shall be
included as Available Investor Finance Charge Collections for such
Transfer Date. An amount equal to any Principal Funding Investment
Shortfall shall be deposited in the Finance Charge Account on each
Transfer Date from the Accumulation Period Reserve Account to the extent
funds are available pursuant to subsection 4.14(d) and included as
Available Investor Finance Charge Collections for such Transfer Date.
Principal Funding Investment Proceeds (including reinvested interest)
shall not be considered part of the amounts on deposit in the Principal
Funding Account for purposes of this Series Supplement.
SECTION 4.14 Accumulation Period Reserve Account. (a)
TheTrustee or the Servicer on its behalf shall establish and
maintain, on behalf of the Trust, for the benefit of the
Certificateholders, an Eligible Deposit Account (the "Accumulation
Period Reserve Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the
Accumulation Period Reserve Account and in all proceeds thereof. The
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Accumulation Period Reserve Account shall be under the sole dominion
and control of the Trustee for the benefit of the
Certificateholders. If at any time the institution holding the
Accumulation Period Reserve Account ceases to be an Eligible Deposit
Account, the Transferor shall notify the Trustee, and the Trustee
upon being notified (or the Servicer on its behalf) shall, within 10
Business Days, establish a new Accumulation Period Reserve Account
meeting the conditions specified in the definition of Eligible
Deposit Account, and shall transfer any cash or any investments to
such new Accumulation Period Reserve Account. The Trustee or the
Paying Agent, at the direction of the Servicer, shall (i) make
withdrawals from the Accumulation Period Reserve Account from time
to time in an amount up to the Available Accumulation Period Reserve
Account Amount at such time, for the purposes set forth in this
Series Supplement, and (ii) on each Transfer Date (from and after
the Accumulation Period Reserve Account Funding Date) prior to
termination of the Accumulation Period Reserve Account make a
deposit into the Accumulation Period Reserve Account in the amount
specified in, and otherwise in accordance with, subsection
4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve
Account shall be invested at the direction of the Servicer by the
Trustee or the Paying Agent in Permitted Investments. Funds on
deposit in the Accumulation Period Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Accumulation
Period Reserve Account on such Transfer Date, shall be invested in
such investments that will mature so that such funds will be
available for withdrawal on or prior to the next succeeding Transfer
Date. The Trustee shall maintain for the benefit of the
Certificateholders possession of the negotiable instruments or
securities, if any, evidencing such Permitted Investments. No
Permitted Investment shall be disposed of prior to its maturity. On
each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on
funds on deposit in the Accumulation Period Reserve Account shall be
retained in the Accumulation Period Reserve Account (to the extent
that the Available Accumulation Period Reserve Account Amount is
less than the Required Accumulation Period Reserve Account Amount)
and the balance, if any, shall be deposited into the Finance Charge
Account and included in Available Investor Finance Charge
Collections for such Transfer Date. For purposes of determining the
availability of funds or the balance in the Accumulation Period
Reserve Account for any reason under this Series Supplement, except
as otherwise provided in the preceding sentence, investment earnings
on such funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the
Investor Interest and on or before the first Transfer Date with
respect to the Rapid Amortization Period, the Servicer shall
calculate the "Accumulation Period Reserve Draw Amount" which shall
be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation
Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be
reduced to the extent that funds otherwise would be available for
22
deposit in the Accumulation Period Reserve Account under Section
4.9(vii) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Accumulation
Period Reserve Draw Amount is greater than zero, the Accumulation
Period Reserve Draw Amount, up to the Available Accumulation Period
Reserve Account Amount, shall be withdrawn from the Accumulation
Period Reserve Account on such Transfer Date by the Trustee or the
Paying Agent (acting in accordance with the instructions of the
Servicer), deposited into the Finance Charge Account and included in
Available Investor Finance Charge Collections for such Transfer
Date.
(e) In the event that the Accumulation Period Reserve Account
balance on any Transfer Date, after giving effect to all deposits to
and withdrawals from the Accumulation Period Reserve Account with
respect to such Transfer Date, is greater than zero, the Trustee or
the Paying Agent, acting in accordance with the instructions of the
Servicer, shall withdraw from the Accumulation Period Reserve
Account, and include as Available Investor Finance Charge
Collections for such Transfer Date, an amount equal to such
Accumulation Period Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the
Controlled Accumulation Period has not commenced, the first Transfer
Date relating to the Rapid Amortization Period and (iii) if the
Controlled Accumulation Period has commenced, the earlier of the
first Transfer Date with respect to the Rapid Amortization Period
and the Transfer Date immediately preceding the Scheduled Principal
Allocation Commencement Date, the Trustee, acting in accordance with
the instructions of the Servicer, shall withdraw from the
Accumulation Period Reserve Account and deposit all such amounts, if
any, into the Finance Charge Account to be treated as Available
Investor Finance Charge Collections and the Accumulation Period
Reserve Account shall be deemed to have terminated for purposes of
this Series Supplement.
SECTION 4.15 Transferor's or Servicer's Failure to Make a Deposit or
Payment. If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1)
required to be made or given by the Servicer or Transferor, respectively,
at the time specified in the Agreement (including applicable grace
periods), the Trustee or the Paying Agent shall make such payment or
deposit from the applicable Investor Account without instruction from the
Servicer or Transferor. The Trustee or the Paying Agent shall be required
to make any such payment, deposit or withdrawal hereunder only to the
extent that the Trustee or the Paying Agent has sufficient information to
allow it to determine the amount thereof; provided, however, that the
Trustee or the Paying Agent shall in all cases be deemed to have
sufficient information to determine the Class A Note Interest
Requirement, the Class B Note Interest Requirement, the Class C Interest
Requirement, the Net Class C Interest Requirement and the amount of the
Principal Payment on each Distribution Date. The Servicer shall, upon
request of the Trustee or the Paying Agent, promptly provide the Trustee
or the Paying Agent, as
23
applicable with all information necessary to allow the Trustee or the
Paying Agent to make such payment, deposit or withdrawal. Such funds or
the proceeds of such withdrawal shall be applied by the Trustee or the
Paying Agent in the manner in which such payment or deposit should have
been made by the Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement
Article V of the Agreement shall read in its entirety as follows and
shall be applicable only to the Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. On each Transfer Date, the Trustee or the
Paying Agent shall distribute (in accordance with the certificates
delivered on or before the related Transfer Date by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(b)) to the
Certificateholders of record on the immediately preceding Record Date
(other than as provided in subsection 2.4(e) or Section 12.3 respecting a
final distribution) the amounts on deposit in the Distribution Account
which are payable to the Certificateholders pursuant to Section 4.9 by
check mailed to the Certificateholders (at the Certificateholders'
addresses as they appear in the Certificate Register), except that in the
event the Investor Certificates are registered in the name of the nominee
of a Clearing Agency or the Owner Trust, such distribution shall be made
in immediately available funds.
SECTION 5.2 Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee or the
Paying Agent shall forward to the Certificateholders, each Rating
Agency and the Owner Trustee a statement substantially in the form
of Exhibit C to this Series Supplement prepared by the Servicer,
delivered to the Trustee and the Paying Agent and setting forth,
among other things, the following information (which, in the case of
subclauses (i) and (ii) below, shall be stated on the basis of an
original principal amount of $1,000 per Certificate and, in the case
of subclauses (viii) and (ix) shall be stated on an aggregate basis
and on the basis of an original principal amount of $1,000 per
Certificate, as applicable):
(i) the amount of the current distribution allocable to
the payment of principal with respect to the Certificates;
(ii) the amount of the current distribution allocable to
the Class A Note Interest Requirement, Class B Note Interest
Requirement, and the Net Class C Note Interest Requirement,
respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in
respect of the Certificates;
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(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Certificates;
(v) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Floating
Investor Percentage and the Fixed Investor Percentage as of the
close of business on the Distribution Date preceding such
Transfer Date (after giving effect to all of the transactions
occurring on such date);
(vi) the aggregate outstanding balance of Accounts which
were 30 to 59, 60 to 89, and 90 or more days delinquent as of
the end of the day on the Record Date;
(vii) the Aggregate Investor Default Amount for the
related Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs,
for the related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs,
reimbursed on the Transfer Date immediately preceding such
Distribution Date;
(x) the amount of the Investor Servicing Fee for the
related Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly
Period;
(xii) the amount of Reallocated Principal Collections with
respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related
Transfer Date;
(xv) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the
related Transfer Date; and
(xvii) such other items as are set forth in Exhibit C
to this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2002,
the Trustee and the
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Paying Agent shall distribute to each Person who at any time during
the preceding calendar year was a Series 2001-3 Certificateholder, a
statement prepared by the Servicer containing the information
required to be contained in the regular monthly report to the
Certificateholders, as set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 2001-3 Certificateholder,
together with such other customary information (consistent with the
treatment of the Certificates as debt) as the Servicer deems
necessary or desirable to enable the Certificateholders to prepare
its tax returns. Such obligations of the Trustee and the Paying
Agent shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the
Trustee and the Paying Agent pursuant to any requirements of the
Internal Revenue Code as from time to time in effect.
SECTION 9. Series 2001-3 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 Certificateholders and which continues
unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the Holder
of the Investor Certificates and continues to affect materially and adversely
the interests of the Certificateholders;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6, (i) shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect
in any material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of the Investor Certificates, and (ii) as a result of
which the interests of the Certificateholders are materially and adversely
affected and continue to be materially and adversely affected for such period;
provided, however, that a Series 2001-3 Pay Out Event pursuant to this
subsection 9(b) shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the
provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average of the Base Rates
for such period;
26
(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 Certificateholders;
(f) the Investor Interest shall not be paid in full on the second
Distribution Date following the Scheduled Principal Allocation Commencement
Date; or
(g) the occurrence of an Event of Default under the Indenture;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing to
the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 2001-3 Pay Out
Event") has occurred with respect to the Series Certificates as of the date of
such notice, and in the case of any event described in subsection 9(c), (d),
(f) or (g) hereof, a Series 2001-3 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10. Series 2001-3 Termination
The right of the Certificateholders to receive payments from the
Trust will terminate on the first Business Day following the Series 2001-3
Termination Date.
SECTION 11. Counterparts
This Series Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 12. (a) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK 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.
(b) Article 8. The Series Certificates shall be securities governed by
Article 8 of the New York Uniform Commercial Code, as amended from time to
time. The foregoing declaration shall not be amended, modified, revoked or
otherwise changed during the effectiveness of this Agreement without the prior
written consent of the Indenture Trustee.
SECTION 13. No Petition
The Transferor, the Servicer and the Trustee, by entering into this
Series Supplement and the Certificateholders, by accepting Series 2001-3
Certificates
27
hereby covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificateholders, the
Agreement or this Series Supplement.
SECTION 14. Amendment to Agreement
By purchasing its Series 2001-3 Certificates the
Certificateholders shall be deemed to have consented (i) that The Chase
Manhattan Bank shall be replaced as Servicer with Chase Manhattan Bank USA,
National Association, as a successor servicer pursuant to an amendment of the
Agreement to be executed at such time as shall be agreed to by the parties
thereto and (ii) that the Agreement may be amended in such manner as may be
specified by Chase USA so that one or more special purpose entities may be
interposed between Chase USA and the Chase Credit Card Master Trust so that
the Transferor is one or more of such special purpose entities; provided,
that, any such amendment pursuant to this clause (ii) shall be made only if
(a) the Rating Agency Condition is satisfied and (b) such amendment would not,
but for this clause (ii), require the consent of all of the holders of the
Certificates of all Series affected by such amendment pursuant to Section
13.1(c) of the Agreement. Nothing in clause (ii) of this Section 14 shall be
construed to mean that any such amendment would have required, but for such
clause, the consent of Certificateholders of this or any other outstanding
Series.
SECTION 15. Tax Representation and Covenant
Any Certificateholder 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. Transfers of the Certificates
(a) No portion of the Certificate or any interest therein may be sold
(including in the initial offering), conveyed, assigned, hypothecated,
pledged, participated, or otherwise transferred (each, a "Transfer") except in
accordance with this Section 16. No portions of the Certificates or any
interest therein may be Transferred to any Person (other than Wilmington
28
Trust Company, not in its individual capacity but solely as Owner Trustee for
the Chase Credit Card Owner Trust 2001-3 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2001-3) (each, an "Assignee"), unless the
Assignee shall have executed and delivered the certification referred to in
subsection 16(e) below. Any attempted Transfer that would cause the number of
Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and
the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a
corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a
tax-exempt entity, recognizes that payments with respect to the Certificate
may constitute unrelated business taxable income or (iii) a Person not
described in (i) or (ii) whose ownership of any interest in the Certificates
is effectively connected with the conduct of a trade or business within the
United States (within the meaning of the Code) or (B) an estate or trust the
income of which is includible in gross income for U.S. federal income tax
purposes. Each Assignee also shall agree that (a) if it is a person described
in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it
is acquiring any interest in the Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 (and will agree to
furnish a new Form W-9, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form) or (b) if it is a person
described in clause (A)(iii) above, it will furnish to the person from whom it
is acquiring any interest in the Certificates, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 (and will agree to
furnish a new Form 4224, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and any
Assignee thereof shall certify to the Transferor, the Servicer and the Trustee
that, in the case of any Assignee, it has not acquired and, in the case of
each Initial Purchaser and any Assignee, it will not sell, trade or transfer
any interest in the Certificates or cause an interest in the Certificates to
be marketed on or through an "established securities market" within the
meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations. In addition, any Assignee shall certify, prior to any delivery or
Transfer to it of any Certificates that it is not and will not become, for so
long as it holds an interest in the Certificates, a partnership, Subchapter S
corporation or grantor trust for U.S. federal income tax purposes or, if it is
such a Person, the Certificates will represent not more than 50% of the value
of all of its assets. Each Initial Purchaser of an interest in the
Certificates acknowledges that the Opinion of Counsel to the effect that the
Trust will not be treated as a publicly traded partnership taxable as a
corporation is dependent in part on the accuracy of its certifications
described in this subsection 16(c). For purposes of this Section 16, "Initial
Purchaser" shall mean the Transferor, Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee for the Chase Credit Card
Owner Trust 2001-3 and The Bank of New York not in its individual capacity but
solely in its capacity as indenture trustee for the Chase Credit Card Owner
Trust 2001-3.
29
(d) Each Initial Purchaser of any interest in the Certificates shall,
by its acceptance of the Certificates, be deemed to have certified and each
Assignee shall certify to the Transferor, the Servicer and the Trustee (i)
that it has purchased its interest in the Certificates for investment only and
not with a view to any public distribution thereof, (ii) that it will not
offer, sell, pledge or otherwise transfer its interest in all or any portion
of the Certificates, except in compliance with the Securities Act and other
applicable laws and only (1) to the Transferor or (2) to a limited number of
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act) and in a transaction exempt from the
registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) and
(iii) its purchase of its interest in the Certificates is not being made in
reliance on the Prospectus. Each holder by acquiring the Certificates must
represent that it is an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any portion of
the Certificates shall be made at the office of the Transfer Agent and
Registrar and shall be accompanied by letters of representations from the
prospective Certificateholders substantially in the form attached as Exhibit
D, executed by the ultimate beneficial purchaser of the Investor Interest (or
any portion thereof) in person or by such prospective Certificateholders'
attorney thereunto duly authorized in writing, and receipt by the Trustee of
the written consent of each of the Transferor and the Servicer to such
transfer, the Certificates (or such portion thereof) shall be transferred upon
the Certificate Register. Such transfers of all or any portion of the
Certificates shall be subject to the restrictions set forth in this Section 16
and to such other restrictions as shall be set forth in the letter of
representations, substantially in the form attached as Exhibit D, executed by
the purchasing Certificateholders. Successive registrations and registrations
of transfers as aforesaid may be made from time to time as desired, and each
such registration shall be noted on the Certificate Register.
(f) The Transferor and the Servicer will facilitate any transfer of the
Certificates consistent with the requirements of this Section 16, including
assisting in the determination as to whether the number of Targeted Holders
would exceed ninety-nine.
SECTION 17. Compliance with Withholding Requirements
Notwithstanding any other provision of the Agreement, the Trustee
and any Paying Agent shall comply with all Federal withholding requirements
with respect to payments to the Certificateholders of interest, original issue
discount, or other amounts that the Trustee, any Paying Agent, the Servicer or
the Transferor reasonably believes are applicable under the Code. The consent
of the Certificateholders shall not be required for any such withholding. In
the event the Trustee or the Paying Agent withholds any amount from payments
made to any Certificateholders pursuant to federal withholding requirements,
the Trustee or the Paying Agent shall indicate to such Certificateholders the
amount withheld and all such amounts shall be deemed to have been paid to such
Certificateholders and such Certificateholders shall have no claim therefor.
SECTION 18. Tax Characterization of the Certificates
It is the intention of the parties hereto that the provisions of
Section 3.7 of the Agreement shall not apply to cause the Certificates to be
treated as debt for Federal, state and local income and franchise tax
purposes, but rather it is the intention of the parties hereto that the
Certificates be treated for Federal, state
30
and local income and franchise tax purposes as representing an undivided
beneficial interest in the assets of the Trust.
SECTION 19. ERISA Legend
Each Certificate will bear a legend or legends substantially in
the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO
ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
IN THE ENTITY.
31
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 2001-3 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:
--------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
By:
--------------------------------------
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:
--------------------------------------
Name:
Title:
32
EXHIBIT A
FORM OF CERTIFICATE
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO
ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
IN THE ENTITY.
No. 1 $892,857,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2001-3 CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(Registerd Trademark) and VISA(Registered Trademark)
credit card receivables generated or acquired by Chase Manhattan Bank USA,
National Association ("Chase USA") and other assets and interests constituting
the Trust under the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CHASE CREDIT CARD OWNER TRUST 2001-3 (the
"Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and arising
in connection with selected MasterCard and VISA credit card accounts (the
"Accounts") of Chase USA, all monies due or to become due in payment of the
Receivables (including all Finance Charge Receivables), the right to certain
amounts received as Interchange and Recoveries (if any), all proceeds of the
foregoing and the other assets and interests constituting the Trust pursuant
to the Third Amended and Restated Pooling and Servicing Agreement dated as of
November 15, 1999 as amended by the First Amendment thereto dated as of March
31, 2001, as supplemented by the Series 2001-3 Supplement dated as of June 14,
2001 (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.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. This Certificate is a duly authorized Investor
Certificate entitled "Series 2001-3 Certificate" (the "Certificate"), which
represents an Undivided Interest in the Trust, including the right to receive
the Collections and other amounts allocated to the Certificates at the times
and in the amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and the
Accumulation Period Reserve Account or paid to the Certificateholder.
The aggregate interest represented by the Certificate at any time
in the Principal Receivables in the Trust shall not exceed an amount equal to
the Investor Interest at such time. As of the Closing Date, the Initial
Investor Interest is $892,857,000.
2
The Investor Interest on any date of determination will be an
amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such date,
and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by the
aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, the Transferor will retain an
undivided interest in the Trust pursuant to the Pooling and Servicing
Agreement. The Transferor Interest is the interest in the Principal
Receivables not represented by all of the Investor Certificates issued by the
Trust. The Transferor Interest may be exchanged by the Transferor pursuant to
the Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reduced Transferor Interest upon the conditions set forth
in the Pooling and Servicing Agreement.
The Trust shall pay to the Series 2001-3 Certificateholder an
amount equal to the sum of the Class A Note Interest Requirement, the Class B
Note Interest Requirement and the Net Class C Note Interest Requirement, with
respect to each Interest Period, as more specifically set forth in the Pooling
and Servicing Agreement (collectively, the "Note Interest Amount"), and will
be distributed on the Business Day preceding July 16, 2001 and the 15th day of
each calendar month thereafter, or if such day is not a Business Day, on the
next succeeding Business Day (a "Distribution Date"), to the Certificateholder
of record as of the last Business Day of the calendar month preceding such
Distribution Date (the "Record Date"). During the Rapid Amortization Period,
in addition to the Note Interest Amount, principal will be distributed to the
Certificateholder on each Distribution Date to the extent of Available
Investor Principal Collections until the Certificate has been paid in full.
During the Controlled Accumulated Period, in addition to monthly payments of
the Note Interest Amounts, the amount on deposit in the Principal Funding
Account will be distributed as principal to the Certificateholder on the
Business Day preceding the May 2004 Distribution Date (the "Scheduled
Principal Allocation Commencement Date"), unless distributed earlier as a
result of the occurrence of a Pay Out Event in accordance with the Pooling and
Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such 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 2001-3 Certificate, (ii) from other
amounts constituting Available Investor Finance Charge Collections, the sum of
(A) the Class A Note Interest Requirement, (B) the Class B Note Interest
Requirement, and (C) the Net Class C Note Interest Requirement.
3
On each Transfer Date, the Trustee or the Paying Agent shall apply
the Available Investor Finance Charge Collections withdrawn from the Finance
Charge Account, as required by the Pooling and Servicing Agreement, in the
following order of priority: (i) an amount equal to the Class A Note Interest
Requirement for the related Payment Date, (ii) an amount equal to the Class B
Note Interest Requirement for the related Payment Date, (iii) the amount of
any Net Investor Servicing Fee for such Transfer Date plus the amount of any
Net Investor Servicing Fee due but not paid on any prior Transfer Date, (iv)
an amount equal to the Net Class C Note Interest Requirement for the related
Payment Date, (v) an amount equal to the Investor Default Amount, if any, for
the preceding Monthly Period, (vi) an amount equal to the sum of the Investor
Charge-Offs and the amount of Reallocated Principal Collections which have not
been previously reimbursed, (vii) in accordance with the terms of the Pooling
and Servicing Agreement, an amount equal to the excess of the Required
Accumulation Period Reserve Account Amount over the Available Accumulation
Period Reserve Account Amount and (viii) the excess, if any, of the Required
Owner Trust Spread Account Amount over the amount then on deposit in the Owner
Trust Spread Account.
On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulated Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the Servicer
shall instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from
the Principal Account an amount equal to the least of (a) the Available
Investor Principal Collections on deposit in the Principal Account, (b) the
applicable Controlled Deposit Amount and (c) the Adjusted Investor Interest
prior to any deposits on such date and from such amounts, and (i) during the
Controlled Accumulation Period, deposit such amount into the Principal Funding
Account, and (ii) during the Rapid Amortization Period, pay such amount to the
Certificateholder.
Distributions with respect to this Series 2001-3 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, wire transfer or check mailed to the address of the
Series 2001-3 Certificateholder of record appearing in the Certificate
Register and except for the final distribution in respect of this Series
2001-3 Certificate, without the presentation or surrender of this Series
2001-3 Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase Credit
Card Master Trust. This Certificate does not represent an obligation of, or an
interest in, the Transferor or the Servicer, and neither the Certificate nor
the Accounts or Receivables are insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Series 2001-3
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 Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Certificateholder or such Certificateholder's attorney-in-fact duly
authorized in writing, and thereupon one or more new Certificates of
authorized denominations
4
and for the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar,
nor any agent of any of them or of any such agent shall be affected by notice
to the contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 2001-3 Certificateholder to receive payment from the Trust will
terminate on the first Business Day following the Series 2001-3 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
or the Paying Agent shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be prepared by the
Servicer reasonably requested by the Holder of the Transferor Certificate to
vest in such Holder all right, title and interest which the Trustee had in the
Receivables.
This Series 2001-3 Certificate is a security governed by Article 8
of the New York Uniform Commercial Code, as amended from time to time. The
foregoing declaration shall not be amended, modified, revoked or otherwise
changed during the effectiveness of the Series Supplement without the prior
written consent of the Indenture Trustee.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Certificate to be duly executed.
By:
---------------------------------------
Authorized Officer
Dated:
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is the Certificate of Chase Credit Card Master Trust, Series
2001-3, referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:
---------------------------------------
Authorized Signatory
Dated:
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
------------------------------------
AND NOTIFICATION TO THE TRUSTEE
-------------------------------
[TO COME]
EXHIBIT C
FORM OF MONTHLY SERIES 2001-3 CERTIFICATEHOLDER'S STATEMENT
-----------------------------------------------------------
[TO COME]
EXHIBIT D
FORM OF TRANSFEREE REPRESENTATION LETTER
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York
Xxxxx Xxxx Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2001-3
Ladies and Gentlemen:
In connection with our proposed purchase of $[ ] in principal
amount of the Chase Credit Card Master Trust, Series 2001-3 certificates (the
"Certificates"), we confirm that:
I. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
II. We agree to be bound by the restrictions and conditions
relating to the Certificates set forth in the Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15, 1999, as amended and
as supplemented by the Series 2001-3 Supplement dated as of June 14, 2001 (the
"Series 2001-3 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and among Chase
USA, as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee ("Trustee"), and agree to be bound by, and not to reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the Certificates
except in compliance with such restrictions and conditions including but not
limited to those in Section 16 of the Series 2001-3 Supplement.
III. We agree that the Certificates may be reoffered, resold,
pledged or otherwise transferred only in compliance with the Securities Act of
1933, as amended (the "Securities Act") and other applicable laws and only (i)
to the Transferor or (ii) to a limited number of institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) and in a transaction exempt from the registration requirements of the
Securities Act (upon delivery of the documentation required by the Pooling and
Servicing Agreement and, if the Trustee so requires, an opinion of counsel
satisfactory to the Trustee).
1
IV. We have neither acquired nor will we Transfer the
Certificates we acquire (or any interest therein) or cause any part of the
certificates (or any interest therein) to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of
the Internal Revenue Code of 1986, as amended (the "Code") and any treasury
regulation thereunder, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations.
V. We are not and will not become, for so long as we own any
interest in the Certificates, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are such
a Person, the Certificates do not represent more than 50% of the value of all
of our assets.
VI. We are a person who is either (A)(i) a citizen or resident
of the United States, (ii) a corporation or other entity organized in or under
the laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificates is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described in
clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are
acquiring an interest in the Certificates, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9,
or any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if we are a person described in clause
(A)(iii) above, we will furnish to the person from whom we are acquiring an
interest in the Certificates, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 or Form W-8ECI and a new Form
4224 or Form W-8ECI, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form (and, in each case, such other
certifications, representations or opinions of counsel as may be requested by
the Trustee). We recognize that if we are a tax-exempt entity, payments with
respect to the Certificates may constitute unrelated business taxable income.
VII. We understand that a subsequent Transfer of the
Certificates will be void if such Transfer would cause the number of Targeted
Holders (as defined in the Series 2001-3 Supplement) to exceed ninety nine.
VIII. We understand that the opinion of tax counsel that the
Trust is not a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the representations in paragraphs 4 and
5.
IX. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Certificates, and we and any account for which we are acting are each able to
bear the economic risk of our or its investment.
X. We are acquiring the Certificates purchased by us for our own
account or for a single account (each of which is an institutional "accredited
investor") as to which we exercise sole investment discretion.
2
XI. We are not (a) an "employee benefit plan" (as defined in
Section 3(3) of ERISA), including governmental plans and church plans, (b) a
plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Xxxxx plans,
or (c) any other entity whose underlying assets include "plan assets" (as
defined in United States Department of Labor ("DOL") Regulation Section
2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of
a plan's investment in the entity, including, without limitation, an insurance
company general account.
XII. We understand that any purported Transfer of any portion
of the Certificates in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the representation
in paragraph 5 by an investor who continues to hold an interest in the
Certificates occurring any time after the Transfer in which it acquired such
Certificates) shall be null and void and the purported transferee shall not be
recognized by the Trust or any other person as a Certificate Holder for any
purpose.
XIII. We further understand that, on any proposed resale, pledge
or transfer of the Certificates, we will be required to furnish to the Trustee
and the Registrar, such certifications and other information as the Trustee or
the Registrar may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions and with the restrictions and
conditions of the Certificates and the Pooling and Servicing Agreement
pursuant to which the Certificates were issued and we agree that if we
determine to Transfer the Certificates, we will cause our proposed transferee
to provide the Transferor, the Servicer and the Trustee with a letter
substantially in the form of this letter. We further understand that the
Certificates purchased by us will bear a legend to the foregoing effect.
XIV. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Certificates has been duly authorized by such
beneficial purchaser of the Certificates to do so.
3
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:
--------------------------------------
Name:
Title:
-------
MasterCard(R)and VISA(R)are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc.
respectively.
4
