EXHIBIT 4.3
CHASE ISSUANCE TRUST
as Issuer
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Indenture Trustee and Collateral Agent for Asset Pool One
AMENDED AND RESTATED
CHASESERIES INDENTURE SUPPLEMENT
dated as of October 15, 2004
to
AMENDED AND RESTATED INDENTURE
dated as of October 15, 2004
TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
Section 1.01 Definitions............................................................................1
Section 1.02 Governing Law.........................................................................22
Section 1.03 Counterparts..........................................................................22
Section 1.04 Ratification of Indenture.............................................................22
ARTICLE II THE CHASESERIES NOTES
Section 2.01 Creation and Designation..............................................................23
Section 2.02 New Issuances of CHASEseries Notes....................................................23
Section 2.03 Required Subordinated Amount Conditions to Issuance of a Tranche
of a Senior Class of CHASE Series Notes...............................................24
ARTICLE III ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.01 Allocations of Asset Pool One Finance Charge Collections and the
Asset Pool One Default Amount to the CHASE Series Notes...............................27
Section 3.02 Allocations of CHASEseries Available Finance Charge Collections.......................27
Section 3.03 Targeted Deposits to the Interest Funding Account.....................................28
Section 3.04 Allocations of CHASEseries Available Finance Charge Collections to
the Interest Funding Account and to the Interest Funding Sub-Accounts.................29
Section 3.05 Amounts to be Treated as CHASEseries Available Finance Charge Collections;
Payments Received from Derivative Counterparties for Interest in a Foreign
Currency; Other Deposits to the Interest Funding Sub-Accounts.........................30
Section 3.06 Allocations of Reductions from Investor Charge-Offs to the Nominal
Liquidation Amount of Subordinated Classes............................................31
Section 3.07 Allocations of Reimbursements of Nominal Liquidation Amount Deficits..................33
Section 3.08 Allocations of Asset Pool One Principal Collections to the CHASEseries Notes..........33
Section 3.09 Application of CHASEseries Available Principal Collections............................33
Section 3.10 Allocation of CHASEseries Servicing Fee Shortfalls....................................36
Section 3.11 Computation of Reductions to the Nominal Liquidation Amount of
Subordinated Classes from Reallocations of CHASEseries Available
Principal Collections.................................................................36
Section 3.12 Targeted Deposits of CHASEseries Available Principal Collections
to the Principal Funding Account and the Principal Funding Sub-Account................38
Section 3.13 Allocations among Principal Funding Sub-Accounts......................................40
Section 3.14 Amounts to be Treated as CHASEseries Available Principal Collections;
Payments Received from Derivative Counterparties for Principal; Other
Deposits to Principal Funding Sub-Accounts............................................42
Section 3.15 Withdrawals from Interest Funding Account.............................................43
Section 3.16 Withdrawals from Principal Funding Account............................................44
Section 3.17 Limit on Deposits to the Principal Funding Sub-Account of Subordinated
Class of CHASEseries Notes; Limit on Repayments of all Tranches.......................46
Section 3.18 Calculation of Nominal Liquidation Amount.............................................47
Section 3.19 [Reserved]............................................................................48
Section 3.20 Netting of Deposits and Payments......................................................48
Section 3.21 Pro Rata Payments within a Tranche....................................................49
Section 3.22 Sale of Collateral for Notes that are Accelerated or Reach Legal Maturity.............49
Section 3.23 Calculation of Prefunding Target Amount...............................................51
Section 3.24 Targeted Deposits to the Class C Reserve Account......................................53
Section 3.25 Withdrawals from the Class C Reserve Account..........................................53
Section 3.26 Computation of Interest...............................................................54
Section 3.27 Shared Excess Available Finance Charge Collections and Unapplied
Master Trust Level Excess Finance Charge Collections..................................55
Section 3.28 Shared Excess Available Principal Collections.........................................56
Section 3.29 Unapplied Master Trust Level Principal Collections....................................56
Section 3.30 Allocations of Segregated CHASEseries Finance Charge Collections......................56
Section 3.31 Final Payment.........................................................................57
ARTICLE IV EARLY AMORTIZATION OF NOTES
Section 4.01 Early Amortization Events.............................................................58
ARTICLE V BANK ACCOUNTS AND INVESTMENTS
Section 5.01 Bank Accounts.........................................................................60
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT B [RESERVED]
EXHIBIT C FORM OF CHASESERIES SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT
This AMENDED AND RESTATED CHASESERIES INDENTURE SUPPLEMENT, dated as
of October 15, 2004 (this "Indenture Supplement"), between CHASE ISSUANCE TRUST
(formerly known as Bank One Issuance Trust), a statutory business trust
organized under the laws of the State of Delaware (the "Issuer"), having its
principal office at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000,
and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in
its capacity as Indenture Trustee (the "Indenture Trustee") and as Collateral
Agent for Asset Pool One (the "Collateral Agent").
Pursuant to this Indenture Supplement, the Issuer shall create a new
Series of Notes (each as defined below), the CHASEseries, and shall specify the
principal terms thereof. The CHASEseries Notes shall be secured by the
Collateral in Asset Pool One.
RECITALS OF THE ISSUER
WHEREAS, the Issuer and the Indenture Trustee have heretofore executed
and delivered a ONEseries Indenture Supplement, dated as of May 1, 2002 (as
amended, supplemented or otherwise modified, the "Original Indenture
Supplement"), pursuant to which the Issuer has issued Classes and Tranches of
"ONEseries Notes" (the "Outstanding ONEseries Notes");
WHEREAS, the Issuer and the Indenture Trustee desire to amend and
restate the Original Indenture Supplement to read in its entirety as set forth
below;
WHEREAS, the Issuer and the Indenture Trustee desire to provide that
the Outstanding ONEseries Notes shall be known as "CHASEseries Notes" on and
after the date hereof and to provide for the issuance of additional CHASEseries
Notes on or after the date hereof; and
WHEREAS, all conditions precedent to the execution of this Indenture
Supplement have been complied with;
NOW, THEREFORE, the Issuer and the Indenture Trustee hereby agree that
effective on and as of the date hereof, the Original Indenture Supplement is
hereby amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 Definitions. For all purposes of this Indenture
Supplement, except as otherwise expressly provided or unless the context
otherwise requires:
(a) All terms used herein and not otherwise defined herein shall have
meanings ascribed to them in the Trust Agreement, the Transfer and Servicing
Agreement or the Asset Pool One Supplement, as applicable.
(b) All terms defined in this Indenture Supplement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.
(c) As used in this Indenture Supplement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Indenture Supplement or in any such certificate or other
document, and accounting terms partly defined in this Indenture Supplement or
in any such certificate or other document to the extent not defined, shall have
the respective meanings given to them under GAAP. To the extent that the
definitions of accounting terms in this Indenture Supplement or in any such
certificate or other document are inconsistent with the meanings of such terms
under GAAP, the definitions contained in this Indenture Supplement or in any
such certificate or other document shall control.
(d) Any reference to each Rating Agency in this Indenture Supplement
shall only apply to a specific rating agency if such rating agency is then
rating any Outstanding Series, Class or Tranche of CHASEseries Notes.
(e) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Indenture Supplement shall be
controlling.
(f) Each capitalized term defined herein shall relate only to the
CHASEseries Notes and no other Series of Notes issued by the Issuer.
(g) Unless otherwise specified, references to any amount as on deposit
or outstanding on any particular date shall mean such amount at the close of
business on such day.
(h) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Indenture Supplement shall refer to this Indenture
Supplement as a whole and not to any particular provision of this Indenture
Supplement; references to any subsection, Section, clause, Schedule or Exhibit
are references to subsections, Sections, clauses, Schedules and Exhibits in or
to this Indenture Supplement unless otherwise specified; the term "including"
means "including without limitation"; references to any law or regulation refer
to that law or regulation as amended from time to time and include any
successor law or regulation; references to any Person include that Person's
successors and assigns; and references to any agreement refer to such
agreement, as amended, supplemented or otherwise modified from time to time.
(i) In the event that the UCC, as in effect on the date hereof, is
revised, any reference herein to specific sections of the UCC shall be deemed
to be references to any such successor sections.
(j) Whenever used in this Indenture Supplement, the following words
and phrases shall have the following meanings, and the definitions of such
terms and phrases are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as the neuter genders of such terms:
"Accumulation Commencement Date" means, for any Tranche of CHASEseries
Notes, the first calendar day of the month that is twelve (12) whole calendar
months prior to the Scheduled Principal Payment Date for such Tranche of
CHASEseries Notes; provided, however, that, if the Accumulation Period Length
for such Tranche of CHASEseries Notes is less than twelve (12) whole calendar
months, the Accumulation Commencement Date will be the first calendar day of
the month that is the number of whole calendar months prior to such Scheduled
Principal Payment Date at least equal to the Accumulation Period Length and, as
a result, the number of Monthly Periods during the period from the Accumulation
Commencement Date to and including the Monthly Period prior to such Scheduled
Principal Payment Date will at least equal the Accumulation Period Length.
"Accumulation Period Length" has the meaning specified in subsection
3.12(b)(ii).
"Aggregate Series Available Finance Charge Collections Shortfall"
means, with respect to any Monthly Period as determined on the related
Determination Date, the sum of the Series Available Finance Charge Collections
Shortfalls (as such term is defined in each of the applicable Indenture
Supplements) for each Shared Excess Available Finance Charge Collections Series
in Shared Excess Available Finance Charge Collections Group A for such Monthly
Period.
"Aggregate Series Available Principal Collections Shortfall" means,
with respect to any Monthly Period as determined on the related Determination
Date, the sum of the Series Available Principal Collections Shortfalls (as such
term is defined in each of the applicable Indenture Supplements) for each
Series of Asset Pool One Notes for such Monthly Period.
"Amortization Period" means, with respect to any Tranche of
CHASEseries Notes, each Monthly Period with respect to which a deposit is
required to be made into the Principal Funding Sub-Account of such Tranche of
CHASEseries Notes pursuant to subsection 3.09(e) and Section 3.12.
"Asset Pool One" means the Asset Pool securing the CHASEseries Notes
and any other Series of Notes if so specified in the applicable Indenture
Supplement for such Series of Notes.
"Asset Pool One Restriction Event" means, (a) with respect to any
Asset Pool One Collateral Certificate, the applicable transferor for the
related Master Trust becomes unable for any reason to transfer receivables to
that Master Trust or (b) with respect to any Asset Pool One Account, a Transfer
Restriction Event occurs with respect to any Asset Pool One Receivables arising
in such Asset Pool One Account.
"Asset Pool One Supplement" means the Amended and Restated Asset Pool
One Supplement to the Amended and Restated Indenture, dated as of October 15,
2004, between the Issuer and Xxxxx Fargo Bank, National Association, as
Indenture Trustee and as Collateral Agent for Asset Pool One.
"Bankruptcy Code" means the United States Bankruptcy Code located in
Title 11 of the United States Code.
"Base Rate" means, with respect to any Monthly Period, the sum of (1)
the CHASEseries Servicing Fee Percentage and (2) the weighted average (based on
the Outstanding Dollar Principal Amount of the related CHASEseries Notes) of
the following:
(a) in the case of a Tranche of CHASEseries Dollar Interest-bearing
Notes with no Derivative Agreement for interest, the rate of interest
applicable to such Tranche for the period from and including the Monthly
Interest Accrual Date for such Tranche of CHASEseries Dollar Interest-bearing
Notes in such Monthly Period to but excluding the Monthly Interest Accrual Date
for such Tranche of CHASEseries Dollar Interest-bearing Notes in the following
Monthly Period;
(b) in the case of a Tranche of CHASEseries Discount Notes, the rate
of accretion (converted to an accrual rate) of such Tranche for the period from
and including the Monthly Principal Accrual Date for such Tranche of
CHASEseries Discount Notes in such Monthly Period to but excluding the Monthly
Principal Accrual Date for such Tranche of CHASEseries Discount Notes in the
following Monthly Period;
(c) in the case of a Tranche of CHASEseries Notes with a Performing
Derivative Agreement for interest, the rate at which payments by the Issuer to
the applicable Derivative Counterparty accrue (prior to the netting of such
payments, if applicable) for the period from and including the Monthly Interest
Accrual Date for such Tranche of CHASEseries Notes in such Monthly Period to
but excluding the Monthly Interest Accrual Date for such Tranche of CHASEseries
Notes in the following Monthly Period; and
(d) in the case of a Tranche of CHASEseries Notes with a
non-Performing Derivative Agreement for interest, the rate specified in the
related Terms Document.
"CHASEseries Available Finance Charge Collections" has the meaning
specified in Section 3.02.
"CHASEseries Available Principal Collections" has the meaning
specified in Section 3.09.
"CHASEseries Default Amount" means, with respect to any Monthly
Period, an amount equal to the product of (i) the CHASEseries Floating
Allocation Percentage and (ii) the Asset Pool One Default Amount for such
Monthly Period.
"CHASEseries Discount Note" means a CHASEseries Note that provides for
an amount less than the Stated Principal Amount (but not less than the Initial
Dollar Principal Amount) thereof to be due and payable upon the occurrence of
an Early Amortization Event or mandatory redemption or the occurrence of an
Event of Default and the acceleration of such CHASEseries Note, in each case
before the Scheduled Principal Payment Date of the applicable CHASEseries Note.
"CHASEseries Dollar Note" means a CHASEseries Note denominated in
Dollars.
"CHASEseries Floating Allocation Percentage" means, with respect to
any Monthly Period, for the CHASEseries Notes, a fraction, the numerator of
which is the sum of the Nominal Liquidation Amounts of all Classes or Tranches
of CHASEseries Notes as of the last day of the preceding Monthly Period
(exclusive of (x) any Class or Tranche of CHASEseries Notes which will be paid
in full during such Monthly Period and (y) any Class or Tranche of CHASEseries
Notes which will have a Nominal Liquidation Amount of zero during such Monthly
Period), or with respect to the first Monthly Period for any Class or Tranche
of CHASEseries Notes, the Initial Dollar Principal Amount of such Class or
Tranche plus the aggregate amount of any increase in the Nominal Liquidation
Amount of any Class or Tranche of CHASEseries Notes due to (x) the issuance of
additional Notes of such Class or Tranche of CHASEseries Notes during such
Monthly Period or (y) the accretion of principal on such Class or Tranche of
CHASEseries Discount Notes during such Monthly Period or (z) the release of
Prefunding Excess Amounts (other than amounts that were deposited into the
applicable Principal Funding Sub-Account for such Class or Tranche of
CHASEseries Notes during such Monthly Period) for such Class or Tranche of
CHASEseries Notes from the applicable Principal Funding Sub-Account and the
denominator of which is equal to the greater of (a) the sum of (1) for each
Asset Pool One Collateral Certificate, the numerator used to calculate the
floating allocation percentage for that Collateral Certificate for the related
Monthly Period, plus (2) the Asset Pool One Average Principal Balance for such
Monthly Period plus (3) the Excess Funding Amount for Asset Pool One following
any deposit or withdrawal on the First Note Transfer Date in such Monthly
Period and (b) the sum of the numerators used to calculate the Noteholder
Percentages for the allocation of Asset Pool One Finance Charge Collections,
the Asset Pool One Default Amount or the Asset Pool One Servicing Fee, as
applicable, for all Series of Asset Pool One Notes for such Monthly Period.
"CHASEseries Foreign Currency Note" means a CHASEseries Note
denominated in a Foreign Currency.
"CHASEseries Noteholders" means the Holders of the CHASEseries Notes.
"CHASEseries Notes" means the Series of Notes (as defined in the
Indenture) issued pursuant to the Indenture, the principal terms of which are
set forth in this Indenture Supplement.
"CHASEseries Principal Allocation Percentage" means, with respect to
any Monthly Period, for the CHASEseries Notes, a fraction, the numerator of
which is equal to the sum of (1) for all Classes or Tranches of CHASEseries
Notes in an Amortization Period (exclusive of (x) any Class or Tranche of
CHASEseries Notes which will be paid in full during such Monthly Period and (y)
any Class or Tranche of CHASEseries Notes which will have a Nominal Liquidation
Amount of zero during such Monthly Period), the sum of the Nominal Liquidation
Amounts of all such Classes or Tranches of CHASEseries Notes as of the close of
business on the day prior to the commencement of the most recent Amortization
Period for such Class or Tranche of the CHASEseries plus (2) for all other
Classes or Tranches of CHASEseries Notes Outstanding the sum of (a) the Nominal
Liquidation Amount of such Classes or Tranches of CHASEseries Notes, as of the
close of business on the last day of the immediately preceding Monthly Period,
or with respect to the first Monthly Period for any Class or Tranche of
CHASEseries Notes, the Initial Dollar Principal Amount of such Class or Tranche
plus (b) the aggregate amount of any increase in the Nominal Liquidation Amount
of such Class or Tranche of CHASEseries Notes due to (x) the issuance of
additional Notes of such Class or Tranche of CHASEseries Notes during such
Monthly Period or (y) the accretion of principal on such Class or Tranche of
CHASEseries Discount Notes during such Monthly Period or (z) the release of
Prefunding Excess Amounts (other than amounts that were deposited into the
applicable Principal Funding Sub-Account for such Class or Tranche of
CHASEseries Notes during such Monthly Period) for such Class or Tranche of
CHASEseries Notes from the Principal Funding Account or applicable Principal
Funding Sub-Account and the denominator of which is equal to the greater of (a)
the sum of (1) for each Asset Pool One Collateral Certificate, the numerator
used to calculate the principal allocation percentage for that Collateral
Certificate for the related Monthly Period, plus (2) the Asset Pool One Average
Principal Balance for such Monthly Period plus (3) the Excess Funding Amount
for Asset Pool One following any deposit or withdrawal on the First Note
Transfer Date in such Monthly Period and (b) the sum of the numerators used to
calculate the Noteholder Percentages for the allocation of Asset Pool One
Principal Collections for all Series of Asset Pool One Notes for such Monthly
Period.
"CHASEseries Servicing Fee" means, with respect to any Monthly Period,
the product of (i) the Asset Pool One Servicing Fee for such Monthly Period and
(ii) the CHASEseries Floating Allocation Percentage for such Monthly Period.
"CHASEseries Servicing Fee Percentage" means, with respect to any
Monthly Period, the annualized percentage equivalent of a fraction, the
numerator of which is the CHASEseries Servicing Fee for such Monthly Period and
the denominator of which is the Nominal Liquidation Amount used in the
calculation of the CHASEseries Floating Allocation Percentage for such Monthly
Period.
"Class" means the Class A Notes, the Class B Notes or the Class C
Notes, as applicable.
"Class A Note" means a CHASEseries Note specified in the applicable
Terms Document as belonging to Class A.
"Class A Required Subordinated Amount" means, with respect to any
Tranche of Class A Notes on any date, the aggregate Nominal Liquidation Amount
of all Tranches of Class B Notes and/or Class C Notes, as the case may be, as
specified in the applicable Terms Document for such Tranche of Class A Notes,
that is required to be Outstanding and available on any date in each Monthly
Period during which such Tranche of Class A Notes is Outstanding.
"Class A Unused Subordinated Amount of Class B Notes" means, with
respect to any Tranche of Outstanding Class A Notes on any date, an amount
equal to the Class A Required Subordinated Amount of Class B Notes minus the
Class A Usage of Class B Required Subordinated Amount as of such date.
"Class A Unused Subordinated Amount of Class C Notes" means, with
respect to any Tranche of Outstanding Class A Notes on any date, an amount
equal to the Class A Required Subordinated Amount of Class C Notes minus the
Class A Usage of Class C Required Subordinated Amount as of such date.
"Class A Usage of Class B Required Subordinated Amount" means, with
respect to any Tranche of Outstanding Class A Notes, (x) on the date of
issuance of such Tranche and on each date to but not including the initial
First Note Transfer Date for such Tranche, zero and (y) on each date in the
period from and including the initial First Note Transfer Date for such Tranche
to but not including the second First Note Transfer Date for such Tranche, the
sum of the amounts set forth below and (z) on each date in the period from and
including the second or any subsequent First Note Transfer Date for such
Tranche to but not including the next succeeding First Note Transfer Date, the
Class A Usage of Class B Required Subordinated Amount as of the close of
business on the prior First Note Transfer Date plus the sum of the amounts set
forth below (in each case, such amount shall not exceed the Class A Unused
Subordinated Amount of Class B Notes for such Tranche of Class A Notes after
giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the numerator of
which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of
business on the last day of the prior Monthly Period), times (B) the amount of
Investor Charge-Offs initially allocated to Class B Notes pursuant to
subsection 3.06(a) which did not result in a Class A Usage of Class C Required
Subordinated Amount for such Tranche of Class A Notes on such First Note
Transfer Date; plus
(b) the amount of Investor Charge-Offs initially allocated to such
Tranche of Class A Notes pursuant to subsection 3.06(a) and then reallocated to
Class B Notes pursuant to subsection 3.06(b) on such First Note Transfer Date;
plus
(c) the amount of CHASEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class A Notes pursuant to
subsection 3.09(a) on the applicable Note Transfer Date for such Tranche of
Class A Notes which did not result in a Class A Usage of Class C Required
Subordinated Amount for such Tranche of Class A Notes on such First Note
Transfer Date; plus
(d) the amount of CHASEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class A Notes
pursuant to subsection 3.09(c) on such First Note Transfer Date which did not
result in a Class A Usage of Class C Required Subordinated Amount for such
Tranche of Class A Notes on such First Note Transfer Date; minus
(e) an amount (not to exceed the Class A Usage of Class B Required
Subordinated Amount for such Tranche of Class A Notes after giving effect to
the amounts computed pursuant to clauses (a) through (d) above) equal to the
sum of (x) the product of (A) a fraction, the numerator of which is the Class A
Usage of Class B Required Subordinated Amount for such Tranche of Class A Notes
(prior to giving effect to any reimbursement of a Nominal Liquidation Amount
Deficit of any Tranche of Class B Notes on such First Note Transfer Date) and
the denominator of which is the aggregate Nominal Liquidation Amount Deficits
of all Tranches of Class B Notes (prior to giving effect to any reimbursement
of a Nominal Liquidation Amount Deficit of any Tranche of Class B Notes on such
First Note Transfer Date), times (B) the aggregate amount of the Nominal
Liquidation Amount Deficits of all Tranches of Class B Notes which are
reimbursed pursuant to subsection 3.07(b) on such First Note Transfer Date,
plus (y) if the aggregate Class A Usage of Class B Required Subordinated Amount
for all Tranches of Class A Notes (prior to giving effect to any reimbursement
of a Nominal Liquidation Amount Deficit of any Tranche of Class B Notes on such
First Note Transfer Date) exceeds the aggregate Nominal Liquidation Amount
Deficits of all Tranches of Class B Notes (prior to giving effect to any
reimbursement of a Nominal Liquidation Amount Deficit of any Tranche of Class B
Notes on such First Note Transfer Date), the product of:
(A) a fraction, the numerator of which is the amount of such
excess and the denominator of which is the aggregate Nominal Liquidation Amount
Deficits of all Tranches of Class C Notes (prior to giving effect to any
reimbursement of a Nominal Liquidation Amount Deficit of any Tranche of Class C
Notes on such First Note Transfer Date); times
(B) the aggregate amount of the Nominal Liquidation Amount
Deficits of all Tranches of Class C Notes which are reimbursed on such First
Note Transfer Date pursuant to subsection 3.07(c); times
(C) a fraction, the numerator of which is the Class A Usage
of Class B Required Subordinated Amount for such Tranche of Class A Notes
(prior to giving effect to such reimbursement) and the denominator of which is
the Class A Usage of Class B Required Subordinated Amount for all Tranches of
Class A Notes (prior to giving effect to such reimbursement).
"Class A Usage of Class C Required Subordinated Amount" means, with
respect to any Tranche of Outstanding Class A Notes, (x) on the date of
issuance of such Tranche, and on each date to but not including the initial
First Note Transfer Date for such Tranche, zero and (y) on each date in the
period from and including the initial First Note Transfer Date for such Tranche
to but not including the second First Note Transfer Date for such Tranche, the
sum of the amounts set forth below and (z) on each date in the period from and
including the second or any subsequent First Note Transfer Date for such
Tranche to but not including the next succeeding First Note Transfer Date, the
Class A Usage of Class C Required Subordinated Amount as of the close of
business on the prior First Note Transfer Date plus the sum of the amounts set
forth below (in each case, such amount shall not exceed the Class A Unused
Subordinated Amount of Class C Notes for such Tranche of Class A Notes after
giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the numerator of
which is the Class A Unused Subordinated Amount of Class C Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class C Notes (as of the close of
business on the last day of the prior Monthly Period), times (B) the amount of
Investor Charge-Offs initially allocated to Class C Notes pursuant to
subsection 3.06(a) on such First Note Transfer Date; plus
(b) the amount of Investor Charge-Offs initially allocated to such
Tranche of Class A Notes pursuant to subsection 3.06(a) and then reallocated to
Class C Notes pursuant to subsection 3.06(b) on such First Note Transfer Date;
plus
(c) an amount equal to the product of (A) a fraction, the numerator of
which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of
business on the last day of the prior Monthly Period), times (B) the amount of
Investor Charge-Offs initially allocated to Class B Notes pursuant to
subsection 3.06(a) on such First Note Transfer Date; plus
(d) the amount of CHASEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class A Notes pursuant to
subsection 3.09(a) on the applicable Note Transfer Date for such Tranche of
Class A Notes; plus
(e) an amount equal to the product of (A) a fraction, the numerator of
which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of
business on the last day of the prior Monthly Period), times (B) the amount of
CHASEseries Available Principal Collections reallocated on such First Note
Transfer Date that will be deposited in the Interest Funding Sub-Account for
any Tranche of Class B Notes pursuant to subsection 3.09(b) on the applicable
Note Transfer Date for such Tranche of Class B Notes; plus
(f) the amount of CHASEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class A Notes
pursuant to subsection 3.09(c) on such First Note Transfer Date; plus
(g) an amount equal to the product of (A) a fraction, the numerator of
which is the Class A Unused Subordinated Amount of Class B Notes for such
Tranche of Class A Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class B Notes (as of the close of
business on the last day of the prior Monthly Period), times (B) the amount of
CHASEseries Available Principal Collections reallocated to pay any amount to
the Servicer for any Tranche of Class B Notes pursuant to subsection 3.09(d) on
such First Note Transfer Date; minus
(h) an amount for such Tranche of Class A Notes (not to exceed the
Class A Usage of Class C Required Subordinated Amount for such Tranche of Class
A Notes after giving effect to the amounts computed pursuant to clauses (a)
through (g) above) equal to the product of (A) a fraction, the numerator of
which is the Class A Usage of Class C Required Subordinated Amount for such
Tranche of Class A Notes (prior to giving effect to any reimbursement of a
Nominal Liquidation Amount Deficit of any Tranche of Class C Notes on such
First Note Transfer Date) and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class C Notes (prior to giving
effect to any reimbursement of a Nominal Liquidation Amount Deficit of any
Tranche of Class C Notes on such First Note Transfer Date), times (B) the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class C Notes
which are reimbursed pursuant to subsection 3.07(c) on such First Note Transfer
Date.
"Class B Allocation Percentage" means, with respect to any Monthly
Period, for the Class B Notes, a fraction, the numerator of which is equal to
the sum of (1) for all Tranches of Class B Notes in an Amortization Period
(exclusive of (x) any Tranche of Class B Notes which will be paid in full
during such Monthly Period and (y) any Tranche of Class B Notes which will have
a Nominal Liquidation Amount of zero during such Monthly Period), the sum of
the Nominal Liquidation Amounts of all such Tranches of Class B Notes as of the
close of business on the last day prior to the commencement of the most recent
Amortization Period for such Tranche of Class B Notes plus (2) for all other
Tranches of Class B Notes, the sum of (a) the Nominal Liquidation Amount of
such Tranche of Class B Notes as of the close of business on the last day of
the immediately preceding Monthly Period, or with respect to the first Monthly
Period for any Tranche of Class B Notes, the Initial Dollar Principal Amount of
such Tranche of Class B Notes plus (b) the aggregate amount of any increase in
the Nominal Liquidation Amount of such Tranche of Class B Notes due to (x) the
issuance of additional Class B Notes of such Tranche during such Monthly Period
or (y) the accretion of principal on such Tranche of Class B CHASEseries
Discount Notes during such Monthly Period or (z) the release of Prefunding
Excess Amounts (other than Prefunding Excess Amounts deposited during such
Monthly Period) for such Tranche of Class B Notes from the applicable Principal
Funding Sub-Account, during such Monthly Period and the denominator of which is
the numerator of the CHASEseries Principal Allocation Percentage for such
Monthly Period.
"Class B Note" means a CHASEseries Note specified in the applicable
Terms Document as belonging to Class B.
"Class B Required Subordinated Amount" means, with respect to any
Tranche of Class B Notes on any date, the aggregate Nominal Liquidation Amount
of Class C Notes as specified in the applicable Terms Document for such Tranche
of Class B Notes, that is required to be Outstanding and available on any date
in each Monthly Period during which such Tranche of Class B Notes is
Outstanding.
"Class B Unused Subordinated Amount of Class C Notes" means, with
respect to any Tranche of Outstanding Class B Notes on any date, an amount
equal to the Class B Required Subordinated Amount of Class C Notes minus the
Class B Usage of the Class C Required Subordinated Amount as of such date.
"Class B Usage of Class C Required Subordinated Amount" means, with
respect to any Tranche of Outstanding Class B Notes, (x) on the date of
issuance of such Tranche and on each date to but not including the initial
First Note Transfer Date for such Tranche, zero and (y) on each date in the
period from and including the initial First Note Transfer Date for such Tranche
to but not including the second First Note Transfer Date for such Tranche, the
sum of the amounts set forth below and (z) on each date in the period from and
including the second or any subsequent First Note Transfer Date for such
Tranche to but not including the next succeeding First Note Transfer Date, the
Class B Usage of Class C Required Subordinated Amount as of the close of
business on the prior First Note Transfer Date plus the sum of the amounts set
forth below (in each case, such amount shall not exceed the Class B Unused
Subordinated Amount of Class C Notes for such Tranche of Class B Notes after
giving effect to the previous clauses, if any):
(a) an amount equal to the product of (A) a fraction, the numerator of
which is the Class B Unused Subordinated Amount of Class C Notes for such
Tranche of Class B Notes (as of the close of business on the last day of the
prior Monthly Period) and the denominator of which is the aggregate Nominal
Liquidation Amount of all Tranches of Class C Notes (as of the close of
business on the last day of the prior Monthly Period), times (B) the amount of
Investor Charge-Offs initially allocated to the Class C Notes pursuant to
subsection 3.06(a) on such First Note Transfer Date; plus
(b) an amount equal to the product of (A) a fraction, the numerator of
which is the Nominal Liquidation Amount of such Tranche of Class B Notes (as of
the close of business on the last day of the prior Monthly Period) and the
denominator of which is the aggregate Nominal Liquidation Amount of all
Tranches of Class B Notes (as of the close of business on the last day of the
prior Monthly Period), times (B) the sum of (i) the amount of Investor
Charge-Offs initially allocated on such First Note Transfer Date to any Tranche
of Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes
that was included in Class A Usage of Class C Required Subordinated Amount plus
(ii) the amount of Investor Charge-Offs initially allocated on such First Note
Transfer Date to any Tranche of Class A Notes that has a Class A Unused
Subordinated Amount of Class B Notes that was included in Class A Usage of
Class B Required Subordinated Amount; plus
(c) the amount of Investor Charge-Offs initially allocated to such
Tranche of Class B Notes pursuant to subsection 3.06(a), and then reallocated
to Class C Notes pursuant to subsection 3.06(b) on such First Note Transfer
Date; plus
(d) an amount equal to the product of (A) a fraction, the numerator of
which is the Nominal Liquidation Amount of such Tranche of Class B Notes (as of
the close of business on the last day of the prior Monthly Period) and the
denominator of which is the aggregate Nominal Liquidation Amount of all
Tranches of Class B Notes (as of the close of business on the last day of the
prior Monthly Period), times (B) the amount of CHASEseries Available Principal
Collections reallocated on such First Note Transfer Date that will be deposited
in the Interest Funding Sub-Account for any Tranche of Class A Notes that has a
Class A Unused Subordinated Amount of Class B Notes pursuant to subsection
3.09(a) on the applicable Note Transfer Date for such Tranche of Class A Notes;
plus
(e) the amount of CHASEseries Available Principal Collections
reallocated on such First Note Transfer Date that will be deposited in the
Interest Funding Sub-Account for such Tranche of Class B Notes pursuant to
subsection 3.09(b) on the applicable Note Transfer Date for such Tranche of
Class B Notes; plus
(f) an amount equal to the product of (A) a fraction, the numerator of
which is the Nominal Liquidation Amount of such Tranche of Class B Notes (as of
the close of business on the last day of the prior Monthly Period) and the
denominator of which is the aggregate Nominal Liquidation Amount of all
Tranches of Class B Notes (as of the close of business on the last day of the
prior Monthly Period), times (B) the amount of CHASEseries Available Principal
Collections reallocated to pay any amount to the Servicer for any Tranche of
Class A Notes that has a Class A Unused Subordinated Amount of Class B Notes,
pursuant to subsection 3.09(c) on such First Note Transfer Date; plus
(g) the amount of CHASEseries Available Principal Collections
reallocated to pay any amount to the Servicer for such Tranche of Class B Notes
pursuant to subsection 3.09(d) on such First Note Transfer Date; minus
(h) an amount for such Tranche of Class B Notes (not to exceed the
Class B Usage of Class C Required Subordinated Amount for such Tranche of Class
B Notes after giving effect to the amounts computed pursuant to clauses (a)
through (g) above) equal to the product of (A) a fraction, the numerator of
which is the Class B Usage of Class C Required Subordinated Amount for such
Tranche of Class B Notes (prior to giving effect to any reimbursement of a
Nominal Liquidation Amount Deficit of any Tranche of Class C Notes on such
First Note Transfer Date) and the denominator of which is the aggregate Nominal
Liquidation Amount Deficits of all Tranches of Class C Notes (prior to giving
effect to any reimbursement of a Nominal Liquidation Amount Deficit of any
Tranche of Class C Notes on such First Note Transfer Date), times (B) the
aggregate Nominal Liquidation Amount Deficits of all Tranches of Class C Notes
which are reimbursed pursuant to subsection 3.07(c) on such First Note Transfer
Date.
"Class C Allocation Percentage" means, with respect to any Monthly
Period, for the Class C Notes, a fraction, the numerator of which is equal to
the sum of (1) for all Tranches of Class C Notes in an Amortization Period
(exclusive of (x) any Tranche of Class C Notes which will be paid in full
during such Monthly Period and (y) any Tranche of Class C Notes which will have
a Nominal Liquidation Amount of zero during such Monthly Period), the sum of
the Nominal Liquidation Amounts of all such Tranches of Class C Notes as of the
close of business on the last day prior to the commencement of the most recent
Amortization Period for such Tranche of Class C Notes plus (2) for all other
Tranches of Class C Notes, the sum of (a) the Nominal Liquidation Amount of
such Tranche of Class C Notes as of the close of business on the last day of
the immediately preceding Monthly Period, or with respect to the first Monthly
Period for any Tranche of Class C Notes, the Initial Dollar Principal Amount of
such Tranche of Class C Notes plus (b) the aggregate amount of any increase in
the Nominal Liquidation Amount of such Tranche of Class C Notes due to (x) the
issuance of additional Class C Notes of such Tranche during such Monthly Period
or (y) the accretion of principal on such Tranche of Class C CHASEseries
Discount Notes during such Monthly Period and the denominator of which is the
numerator of the CHASEseries Principal Allocation Percentage for such Monthly
Period.
"Class C Note" means a CHASEseries Note specified in the applicable
Terms Document as belonging to Class C.
"Class C Reserve Account" means the trust bank account designated as
such and established pursuant to subsection 5.01(a).
"Controlled Accumulation Amount" means, with respect to any Monthly
Period for any Tranche of CHASEseries Notes, the amount defined in the
applicable Terms Document for such Tranche of CHASEseries Notes; provided,
however, that if the Accumulation Period Length with respect to such Tranche is
determined to be less than twelve (12) months pursuant to subsection
3.12(b)(ii), the Controlled Accumulation Amount for such Tranche of CHASEseries
Notes will be equal to (x) the Initial Dollar Principal Amount of such Tranche
of CHASEseries Notes, divided by (y) the Accumulation Period Length.
"Derivative Counterparty" has the meaning specified in the Indenture
or, with respect to any Class or Tranche of CHASEseries Notes, means the entity
identified in the applicable Terms Document for such Class or Tranche of
CHASEseries Notes.
"Early Amortization Event" means, with respect to a Series, Class or
Tranche of CHASEseries Notes, the events specified in Section 4.01 hereof and
Section 11.01 of the Indenture.
"Excess Spread Percentage" means, with respect to the CHASEseries, as
determined on each Determination Date, the amount, if any, by which the
Portfolio Yield for the related Monthly Period exceeds the Base Rate for such
Monthly Period.
"Floating Allocation Percentage" means, with respect to the
CHASEseries Notes, the CHASEseries Floating Allocation Percentage and has, with
respect to any other Series of Asset Pool One Notes, the meaning specified in
the applicable Indenture Supplement for such Series of Asset Pool One Notes.
"Indenture" means the Amended and Restated Indenture, dated as of
October 15, 2004, between the Issuer and the Indenture Trustee.
"Interest Funding Account" means the trust bank account designated as
such and established pursuant to subsection 5.01(a).
"Interest Funding Sub-Account" means each Sub-Account to the Interest
Funding Account established pursuant to subsection 5.01(a).
"Interest Funding Sub-Account Earnings" means, with respect to any
Monthly Period and any Tranche of CHASEseries Notes and the related Interest
Funding Sub-Account, as determined on the related Determination Date, the
investment earnings on funds in such Interest Funding Sub-Account (net of
investment expenses and losses) for the period from and including the Business
Day preceding the Monthly Interest Accrual Date for such Tranche of CHASEseries
Notes in such Monthly Period to but excluding the Business Day preceding the
Monthly Interest Accrual Date for such Tranche of CHASEseries Notes in the
immediately succeeding Monthly Period.
"Interest Payment Date" has, with respect to any Class or Tranche of
CHASEseries Notes, the meaning specified in the applicable Terms Document for
such Class or Tranche of CHASEseries Notes.
"Investor Charge-Off" means, with respect to the First Note Transfer
Date in each Monthly Period, the aggregate amount, if any, by which the
CHASEseries Default Amount, if any, for the preceding Monthly Period exceeds
the CHASEseries Available Finance Charge Collections for such Monthly Period
available after giving effect to clauses (a) and (b) of Section 3.02.
"Issuance Proceeds" means, with respect to any Class or Tranche of
CHASEseries Notes, the proceeds of the sale of CHASEseries Notes with respect
to such Class or Tranche pursuant to the Indenture.
"Legal Maturity Date" has, with respect to any Class or Tranche of
CHASEseries Notes, the meaning specified in the applicable Terms Document for
such Class or Tranche of CHASEseries Notes.
"Master Owner Trust Servicer Default" means a "Servicer Default" as
defined in the Transfer and Servicing Agreement.
"Monthly Interest Accrual Date" means, with respect to any Class or
Tranche of CHASEseries Notes:
(a) each Interest Payment Date for such Class or Tranche of
CHASEseries Notes, and
(b) for any Monthly Period in which no Interest Payment Date occurs
for such Class or Tranche of CHASEseries Notes, the date in such Monthly Period
corresponding numerically to the next Interest Payment Date for such Class or
Tranche of CHASEseries Notes (or, if such Interest Payment Date is later than
it otherwise would be because such Interest Payment Date would have fallen on a
day that is not a Business Day, the date in such Monthly Period corresponding
numerically to the date on which the Interest Payment Date would have fallen
had it been a Business Day for such Class or Tranche of CHASEseries Notes), or
as otherwise specified in the applicable Terms Document for such Class or
Tranche of CHASEseries Notes; provided, however, that:
(i) for the Monthly Period in which a Class or Tranche of
CHASEseries Notes is issued, the date of issuance of such Class or Tranche of
CHASEseries Notes will be the first Monthly Interest Accrual Date for such
Monthly Period for such Class or Tranche of CHASEseries Notes,
(ii) any date on which proceeds from a sale of Collateral
following an Event of Default and acceleration of any Class or Tranche of
CHASEseries Notes are deposited into the Interest Funding Sub-Account for such
Class or Tranche of CHASEseries Notes will be a Monthly Interest Accrual Date
for such Class or Tranche of CHASEseries Notes,
(iii) if there is no numerically corresponding date in such
Monthly Period, then the Monthly Interest Accrual Date will be the last
Business Day of such Monthly Period, and
(iv) if such numerically corresponding date in such Monthly
Period is not a Business Day, the Monthly Interest Accrual Date will be the
next following Business Day (unless such Business Day would fall in the
following Monthly Period in which case the Monthly Interest Accrual Date will
be the last Business Day of such earlier Monthly Period).
"Monthly Principal Accrual Date" means, with respect to any Class or
Tranche of CHASEseries Notes:
(a) for any Monthly Period in which a Scheduled Principal Payment Date
for such Class or Tranche of CHASEseries Note occurs, such Scheduled Principal
Payment Date, and
(b) for any Monthly Period in which no Scheduled Principal Payment
Date occurs for such Class or Tranche of CHASEseries Notes, the date in such
Monthly Period corresponding numerically to the Scheduled Principal Payment
Date (or, if the Scheduled Principal Payment Date is later than it otherwise
would be because the Scheduled Principal Payment Date would have fallen on a
day that is not a Business Day, the date in such Monthly Period corresponding
numerically to the date on which the Scheduled Principal Payment Date would
have fallen had it been a Business Day for such Class or Tranche of CHASEseries
Notes); provided, however, that:
(i) any date on which Prefunding Excess Amounts are released
from any Principal Funding Account or applicable Principal Funding Sub-Account
on or after the Scheduled Principal Payment Date for such Class or Tranche of
CHASEseries Notes will be a Monthly Principal Accrual Date for such Class or
Tranche of CHASEseries Notes,
(ii) any date on which proceeds from a sale of Collateral
following an Event of Default and acceleration of any Class or Tranche of
CHASEseries Notes are deposited into the Principal Funding Account or
applicable Principal Funding Sub-Account for such Class or Tranche of
CHASEseries Notes will be a Monthly Principal Accrual Date for such Class or
Tranche of CHASEseries Notes,
(iii) if there is no numerically corresponding date in such
Monthly Period, then the Monthly Principal Accrual Date will be the last
Business Day of such Monthly Period, and
(iv) if such numerically corresponding date in such Monthly
Period is not a Business Day, the Monthly Principal Accrual Date will be the
next following Business Day (unless such Business Day would fall in the
following month in which case the Monthly Principal Accrual Date will be the
last Business Day of such earlier Monthly Period).
"Nominal Liquidation Amount" means, with respect to any Tranche of
CHASEseries Notes, the amount calculated pursuant to Section 3.18 of this
Indenture Supplement. The Nominal Liquidation Amount of a Class of CHASEseries
Notes will be the sum of the Nominal Liquidation Amounts of all the Tranches of
CHASEseries Notes of such Class. The Nominal Liquidation Amount of the
CHASEseries will be the sum of the Nominal Liquidation Amounts of all of the
Tranches of CHASEseries Notes.
"Nominal Liquidation Amount Deficit" means, with respect to any
Tranche of CHASEseries Notes, the excess of the Adjusted Outstanding Dollar
Principal Amount of that Tranche over the Nominal Liquidation Amount of that
Tranche.
"Noteholder Percentage" means, with respect to the CHASEseries, for
any Monthly Period, (a) with respect to Finance Charge Collections, the Default
Amount and the Asset Pool One Servicing Fee, the CHASEseries Floating
Allocation Percentage and (b) with respect to Principal Collections, the
CHASEseries Principal Allocation Percentage.
"Portfolio Yield" means, for any Monthly Period, the annualized
percentage equivalent of a fraction:
(1) the numerator of which is equal to the sum of:
(a) Asset Pool One Finance Charge Collections allocated to
the CHASEseries and Dollar payments received under Derivative Agreements in
respect of CHASEseries Notes for interest with respect to such Monthly Period;
plus
(b) the investment earnings on amounts on deposit in the
Collection Account and the Excess Funding Account allocated to the CHASEseries
for such Monthly Period; plus
(c) the aggregate amount of Interest Funding Sub-Account
Earnings for all Tranches of CHASEseries Notes for such Monthly Period; plus
(d) any amounts to be treated as CHASEseries Available
Finance Charge Collections remaining in any Interest Funding Sub-Account after
a sale of Collateral during such Monthly Period as described in subsection
3.05(c)(ii), subsection 3.22(c)(ii) and subsection 3.22(d); minus
(e) the aggregate of (i) the excess, if any, of the sum of
the Principal Funding Sub-Account Earnings Shortfalls for all Tranches of
CHASEseries Notes for such Monthly Period over (ii) the Segregated CHASEseries
Finance Charge Collections for the CHASEseries Notes for such Monthly Period
available to cover such shortfalls pursuant to subsection 3.05(a) and Section
3.30; minus
(f) the CHASEseries Default Amount for such Monthly Period;
and
(2) the denominator of which is the numerator used in the calculation
of the CHASEseries Floating Allocation Percentage for such Monthly Period.
"Prefunding Excess Amount" means, with respect to any Tranche of a
Senior Class of CHASEseries Notes for any date, after giving effect to all
issuances, allocations, deposits and payments with respect to that date, the
aggregate amount on deposit in the Principal Funding Sub-Account of such
Tranche of CHASEseries Notes that is in excess of the aggregate amount targeted
to be on deposit in such Principal Funding Sub-Account pursuant to Section
3.12.
"Prefunding Target Amount" means, with respect to the Class A Notes
and the Class B Notes, the amount calculated pursuant to Section 3.23.
"Principal Funding Account" means the trust bank account designated as
such and established pursuant to subsection 5.01(a).
"Principal Funding Sub-Account" means each Sub-Account to the
Principal Funding Account established pursuant to subsection 5.01(a).
"Principal Funding Sub-Account Earnings" means, with respect to any
Monthly Period and any Tranche of CHASEseries Notes and the applicable
Principal Funding Sub-Account, as determined on the related Determination Date,
the investment earnings on funds in such Principal Funding Sub-Account (net of
investment expenses and losses), for the applicable Principal Funding
Sub-Account Earnings Accrual Period.
"Principal Funding Sub-Account Earnings Accrual Period" means, with
respect to any Monthly Period and any Tranche of CHASEseries Notes, beginning
with the date the balance in the applicable Principal Funding Sub-Account for
such Tranche of CHASEseries Notes exceeds zero and continuing for so long as
there is a positive balance in the applicable Principal Funding Sub-Account for
such Tranche of CHASEseries Notes:
(a) in the case of (i) a Tranche of CHASEseries Dollar
Interest-bearing Notes with no Derivative Agreement, (ii) a Tranche of
CHASEseries Notes with a Performing Derivative Agreement for interest or (iii)
a Tranche of CHASEseries Notes with a non-Performing Derivative Agreement for
interest, the period from and including the Business Day preceding the Monthly
Interest Accrual Date for such Tranche of CHASEseries Notes in such Monthly
Period to but excluding the Business Day preceding the Monthly Interest Accrual
Date for such Tranche of CHASEseries Notes in the immediately succeeding
Monthly Period; and
(b) in the case of a Tranche of CHASEseries Discount Notes, the period
from and including the Business Day preceding the Monthly Principal Accrual
Date for such Tranche of CHASEseries Notes in such Monthly Period to but
excluding the Business Day preceding the Monthly Principal Accrual Date for
such Tranche of CHASEseries Notes in the immediately succeeding Monthly Period.
"Principal Funding Sub-Account Earnings Shortfall" means, with respect
to any Monthly Period and any Tranche of CHASEseries Notes and the applicable
Principal Funding Sub-Account, as determined on the related Determination Date,
(a) the Principal Funding Sub-Account Earnings Target for such Tranche of
CHASEseries Notes for such Monthly Period, minus (b) the Principal Funding
Sub-Account Earnings for such Monthly Period; provided, however, in no event
shall the Principal Funding Sub-Account Earnings Shortfall be less than zero;
provided, further, that the Principal Funding Sub-Account Earnings Shortfall
for the first Principal Funding Sub-Account Earnings Accrual Period for any
Tranche of CHASEseries Notes, with respect to such Monthly Period, shall be
zero.
"Principal Funding Sub-Account Earnings Target" means, with respect to
any Monthly Period and any Tranche of CHASEseries Notes and the applicable
Principal Funding Sub-Account as determined on the related Determination Date,
the Dollar amount of interest that would have accrued on funds in such
Principal Funding Sub-Account for the applicable Principal Funding Sub-Account
Earnings Accrual Period for such Tranche of CHASEseries Notes if it had borne
interest at the following rates:
(a) in the case of a Tranche of CHASEseries Dollar Interest-bearing
Notes with no Derivative Agreement for interest, at the rate of interest
applicable to that Tranche for the applicable Principal Funding Sub-Account
Earnings Accrual Period;
(b) in the case of a Tranche of CHASEseries Discount Notes, at the
rate of accretion (converted to an accrual rate) of that Tranche for the
applicable Principal Funding Sub-Account Earnings Accrual Period;
(c) in the case of a Tranche of CHASEseries Notes with a Performing
Derivative Agreement for interest, at the rate at which payments by the Issuer
to the applicable Derivative Counterparty accrue (prior to the netting of such
payments, if applicable) for the applicable Principal Funding Sub-Account
Earnings Accrual Period; and
(d) in the case of a Tranche of CHASEseries Notes with a
non-Performing Derivative Agreement for interest, at the rate specified in the
related Terms Document for the applicable Principal Funding Sub-Account
Earnings Accrual Period.
More than one of the aforementioned rates of interest may be applicable to
amounts on deposit in a Principal Funding Sub-Account for a Tranche of
CHASEseries Notes.
"Remaining Series Finance Charge Shortfall" means, with respect to any
Monthly Period as determined on the related Determination Date, with respect to
the CHASEseries, the excess, if any, of (a) the Series Available Finance Charge
Collections Shortfall for such Monthly Period, over (b) the Shared Excess
Available Finance Charge Collections from other Series in Shared Excess
Available Finance Charge Collections Group A allocated to the CHASEseries for
such Monthly Period.
"Remaining Series Principal Shortfall" means, with respect to any
Monthly Period as determined on the related Determination Date, with respect to
the CHASEseries, the excess, if any, of (a) the Series Available Principal
Collections Shortfall for such Monthly Period, over (b) the Shared Excess
Available Principal Collections from other Series of Asset Pool One Notes
allocated to the CHASEseries for such Monthly Period.
"Required Excess Spread Percentage" means 0%; provided, however, that
the Issuer may, from time to time, change such percentage (which will never be
less than zero) (i) upon written notice to the Indenture Trustee, (ii) upon
prior written confirmation from the Note Rating Agencies that a Ratings Effect
will not occur with respect to such change and (iii) provided the Issuer
reasonably believes, as evidenced by an Officer's Certificate delivered to the
Indenture Trustee, that such change will not have an Adverse Effect.
"Required Subordinated Amount" means, with respect to any Tranche of a
Senior Class of CHASEseries Notes, the aggregate Nominal Liquidation Amount of
a Subordinated Class of CHASEseries Notes, as specified in the applicable Terms
Document for such Tranche of the Senior Class, that is required to be
Outstanding and available on any date in each Monthly Period during which the
Senior Class is Outstanding.
"Revolving Period" means, with respect to any Class or Tranche of
CHASEseries Notes, each Monthly Period that is not part of the Amortization
Period for that Class or Tranche of CHASEseries Notes.
"Sales Proceeds" means, with respect to any Class or Tranche of
CHASEseries Notes, the proceeds of the sale of Collateral with respect to such
Class or Tranche of CHASEseries Notes pursuant to Section 3.22.
"Scheduled Principal Payment Date" has, with respect to any Class or
Tranche of CHASEseries Notes, the meaning specified in the applicable Terms
Document for such Class or Tranche of CHASEseries Notes.
"Segregated CHASEseries Finance Charge Collections" means, with
respect to any Monthly Period for any Tranche of CHASEseries Notes with a
Principal Funding Sub-Account Earnings Shortfall greater than zero for such
Monthly Period, the product of (A) the Transferor Finance Charge Collections
for such Monthly Period and (B) the percentage equivalent of a fraction (i) the
numerator of which is the amount of funds in the Principal Funding Sub-Account
for such Tranche of CHASEseries Notes at the close of business on the last day
of such Monthly Period and (ii) the denominator of which is equal to the
greater of (a) the aggregate amount of funds in the Principal Funding
Sub-Account for all Tranches of CHASEseries Notes with a Principal Funding
Sub-Account Earnings Shortfall greater than zero for such Monthly Period at the
close of business on the last day of such Monthly Period and (b) the
denominator used in calculating the CHASEseries Floating Allocation Percentage
for such Monthly Period minus the sum of the numerators used in calculating the
Noteholder Percentages for the allocation of Asset Pool One Finance Charge
Collections for all Series of Asset Pool One Notes for such Monthly Period.
"Senior Class" means (a) with respect to the Class B Notes, the Class
A Notes, and (b) with respect to the Class C Notes, the Class A Notes and/or
Class B Notes.
"Series" has the meaning specified in the Indenture and, when used
with respect to the Series of Notes issued pursuant to this Indenture
Supplement, means the CHASEseries.
"Series Available Finance Charge Collections Shortfall" means, with
respect to any Monthly Period as determined on the related Determination Date,
(1) with respect to the CHASEseries, the excess, if any, of (a) the aggregate
amount targeted to be paid or applied pursuant to subsections 3.02(a) through
(f) over (b) the CHASEseries Available Finance Charge Collections with respect
to such Monthly Period (excluding any amounts to be applied in accordance with
Section 3.27) and (2) with respect to any other Series, the amount set forth in
the applicable Indenture Supplement for such Monthly Period; provided, however,
that the Issuer, when authorized by an Officer's Certificate, may amend or
otherwise modify this definition of Series Available Finance Charge Collections
Shortfall provided the Note Rating Agencies confirm in writing that the
amendment or modification will not cause a Ratings Effect with respect to any
Outstanding CHASEseries Notes.
"Series Available Principal Collections Shortfall" means, with respect
to any Monthly Period as determined on the related Determination Date, (1) with
respect to the CHASEseries, the excess, if any, of (a) the aggregate amount
targeted to be paid or applied pursuant to subsection 3.09(e) over (b) the
CHASEseries Available Principal Collections (excluding any amounts to be
applied in accordance with Sections 3.28 and 3.29) with respect to such Monthly
Period remaining after application pursuant to subsection 3.09(a) through (d)
and (2) with respect to any other Series of Asset Pool One Notes, the amount
set forth in the applicable Indenture Supplement for such Monthly Period;
provided, however, that the Issuer, when authorized by an Officer's
Certificate, may amend or otherwise modify this definition of Series Available
Principal Collections Shortfall provided the Note Rating Agencies confirm in
writing that the amendment or modification will not cause a Ratings Effect with
respect to any Outstanding CHASEseries Notes.
"Shared Excess Available Finance Charge Collections" means, with
respect to any Monthly Period as determined on the related Determination Date,
with respect to Shared Excess Available Finance Charge Collections Group A, the
sum of (i) the amount of CHASEseries Available Finance Charge Collections with
respect to such Monthly Period, available after application in accordance with
subsections 3.02(a) through (f) and (ii) the Finance Charge Collections
remaining after all required payments and deposits from all other Series
identified as belonging to Shared Excess Available Finance Charge Collections
Group A which the applicable Indenture Supplements for such Series specify are
to be treated as "Shared Excess Available Finance Charge Collections."
"Shared Excess Available Finance Charge Collections Group A" means the
Shared Excess Available Finance Charge Collections Group to which the
CHASEseries has been designated for inclusion under subsection 3.27(a).
"Shared Excess Available Principal Collections" means, with respect to
any Monthly Period as determined on the related Determination Date, the sum of
(i) with respect to the CHASEseries, the amount of CHASEseries Available
Principal Collections (excluding any amounts to be applied pursuant to Sections
3.28 and 3.29) for such Monthly Period available after application in
accordance with subsections 3.09(a) through (e), (ii) with respect to any other
Series of Asset Pool One Notes, the Asset Pool One Principal Collections
allocated to other Series of Notes in Asset Pool One remaining after all
required payments and deposits, which the applicable Indenture Supplements for
such Series specify are to be treated as "Shared Excess Available Principal
Collections" and (iii) the Excess Funding Amount for Asset Pool One (following
any deposit or withdrawal made during such Monthly Period).
"Spot Exchange Rate" has the meaning specified in the related Terms
Document.
"Stated Principal Amount" has, with respect to any Class or Tranche of
CHASEseries Notes, the meaning specified in the related Terms Document for such
Class or Tranche.
"Subordinated Class" means (a) with respect to the Class A Notes, the
Class B Notes and/or Class C Notes and (b) with respect to the Class B Notes,
the Class C Notes.
"Targeted Interest Deposit Amount" means, with respect to the
CHASEseries Notes for any Note Transfer Date, the aggregate amount targeted to
be deposited in the Interest Funding Account pursuant to Section 3.03 for such
Note Transfer Date.
"Targeted Principal Deposit Amount" means, with respect to the
CHASEseries Notes for any Note Transfer Date, the aggregate amount targeted to
be deposited in the Principal Funding Account pursuant to Section 3.12 for such
Note Transfer Date.
"Transfer and Servicing Agreement" means the Amended and Restated
Transfer and Servicing Agreement, dated as of October 15, 2004, among Chase
USA, National Association, as transferor, servicer and administrator, the
Issuer, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and
Collateral Agent.
"Transferor Finance Charge Collections" means, with respect to any
Monthly Period, the product of (x) the Asset Pool One Transferor Percentage and
(y) the sum of (i) the Asset Pool One Finance Charge Collections for such
Monthly Period and (ii) the investment earnings for such Monthly Period on
amounts on deposit in the Collection Account and the Excess Funding Account
established for the benefit of all Asset Pool One Notes.
"Trust Agreement" means the Amended and Restated Trust Agreement,
dated as of October 15, 2004, between Chase USA, as Transferor, and Wilmington
Trust Company, as Owner Trustee.
Section 1.02 Governing Law. THIS INDENTURE SUPPLEMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 1.03 Counterparts. This Indenture Supplement may be executed
in any number of counterparts, each of which so executed will be deemed to be
an original, but all such counterparts will together constitute but one and the
same instrument.
Section 1.04 Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be
read, taken and construed as one and the same instrument.
[END OF ARTICLE I]
ARTICLE II
THE CHASESERIES NOTES
Section 2.01 Creation and Designation.
(a) There is hereby created a Series of Notes to be issued pursuant to
the Indenture and this Indenture Supplement to be known as the "Chase Issuance
Trust, CHASEseries" or the "CHASEseries." All such Notes Outstanding on the
date hereof previously designated as "ONEseries" Notes shall be designated
hereafter as CHASEseries Notes. The CHASEseries is a multi-tranche Series that
will be issued in three Classes, the first of which shall be known as the
"CHASEseries Class A Notes," which notes shall belong to Class A; the second of
which shall be known as the "CHASEseries Class B Notes," which notes shall
belong to Class B; and the third of which shall be known as the "CHASEseries
Class C Notes," which notes shall belong to Class C. Each Class of CHASEseries
Notes may consist of one or more Tranches.
(b) The CHASEseries Notes shall be secured by the Collateral in Asset
Pool One. The CHASEseries shall be a Shared Excess Available Finance Charge
Collections Series and shall be included in Shared Excess Available Finance
Charge Collections Group A. The CHASEseries shall not be in any other Group (as
defined in the Indenture). The CHASEseries shall not be subordinated to any
other Series of Notes secured by Asset Pool One.
(c) Notwithstanding the allocation provisions of the Indenture, the
Asset Pool One Supplement, each additional Asset Pool Supplement, this
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the CHASEseries Noteholders are deemed to
have any interest in any assets of the Issuer allocated to other Notes, the
CHASEseries Noteholders shall agree by acceptance of their CHASEseries Notes
that their interest in those assets is subordinate to claims or rights of such
other Noteholders to those other assets. Further, the CHASEseries Noteholders
shall agree by acceptance of their CHASEseries Notes that such agreement
constitutes a subordination agreement for purposes of Section 510(a) of the
Bankruptcy Code.
Section 2.02 New Issuances of CHASEseries Notes. The Issuer may issue
new Tranches of CHASEseries Notes (including additional CHASEseries Notes of an
Outstanding Tranche), so long as the following conditions precedent are
satisfied:
(i) on or before the date that the new issuance is to occur,
the Issuer will have delivered to the Indenture Trustee and each Note
Rating Agency a Terms Document relating to the applicable Tranche of
CHASEseries Notes;
(ii) if the issuance of CHASEseries Notes results in an
increase in the targeted deposit amount for any Class C Reserve
Sub-Account for any Tranche of Class C Notes, on such issuance date
the Issuer will have funded such increase with a cash deposit to the
Class C Reserve Sub-Account for such Tranche of Class C Notes;
(iii) the conditions specified in Section 3.10 of the
Indenture and Section 2.03 of this Indenture Supplement, as
applicable, are satisfied; and
(iv) any other conditions specified in the related Terms
Document.
Section 2.03 Required Subordinated Amount Conditions to Issuance of a
Tranche of a Senior Class of CHASEseries Notes.
(a) Class A Required Subordinated Amount of Class B Notes. On the
issuance date of a Tranche of Class A Notes, immediately after giving effect to
such issuance, the available subordinated amount of Class B Notes for such
Tranche of Class A Notes must be at least equal to the Class A Required
Subordinated Amount of Class B Notes for such Tranche of Class A Notes. For
purposes of this Section 2.03, the available subordinated amount of Class B
Notes for such Tranche of Class A Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding Tranches of Class B Notes on that date, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date; plus
(ii) the aggregate amount of all Class A Usage of Class B
Required Subordinated Amount by any Outstanding Tranche of Class A
Notes on that date, after giving effect to any issuances, deposits,
allocations, reallocations or payments to be made on that date; minus
(iii) the aggregate amount of the Class A Required
Subordinated Amount of Class B Notes for all other Tranches of
Outstanding Class A Notes on that date, after giving effect to any
issuances, deposits, allocations, reallocations or payments with
respect to Class A Notes to be made on that date.
(b) Class A Required Subordinated Amount of Class C Notes. On the
issuance date of a Tranche of Class A Notes, immediately after giving effect to
such issuance, the available subordinated amount of Class C Notes for such
Tranche of Class A Notes must be at least equal to the Class A Required
Subordinated Amount of Class C Notes for such Tranche of Class A Notes. For
purposes of this Section 2.03, the available subordinated amount of Class C
Notes for such Tranche of Class A Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding Tranches of Class C Notes on that date, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date; plus
(ii) the aggregate amount of all Class A Usage of Class C
Required Subordinated Amount by any Outstanding Tranche of Class A
Notes on that date, after giving effect to any issuances, deposits,
allocations, reallocations or payments to be made on that date; minus
(iii) the aggregate amount of Class A Required Subordinated
Amount of Class C Notes for all other Tranches of Outstanding Class A
Notes on that date, after giving effect to any issuances, deposits,
allocations, reallocations or payments to be made on that date.
(c) Class B Required Subordinated Amount of Class C Notes. On the
issuance date of a Tranche of Class B Notes, immediately after giving effect to
such issuance, the available subordinated amount of Class C Notes for such
Tranche of Class B Notes must be at least equal to the Class B Required
Subordinated Amount of Class C Notes for such Tranche of Class B Notes. For
purposes of this Section 2.03, the available subordinated amount of Class C
Notes for such Tranche of Class B Notes as of any date means:
(i) the aggregate Nominal Liquidation Amount of all
Outstanding Tranches of Class C Notes on that date, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date; plus
(ii) the sum of (x) the aggregate amount of all Class B Usage
of Class C Required Subordinated Amount by any Outstanding Tranche of
Class B Notes on that date and (y) the aggregate amount of Class A
Usage of Class C Required Subordinated Amount by any Outstanding
Tranche of Class A Notes with a Class A Required Subordinated Amount
of Class B Notes equal to zero, after giving effect to any issuances,
deposits, allocations, reallocations or payments to be made on that
date; minus
(iii) the sum of (x) the aggregate amount of Class B Required
Subordinated Amount of Class C Notes for all other Tranches of
Outstanding Class B Notes on that date and (y) the aggregate amount of
Class A Required Subordinated Amount of Class C Notes for all
Outstanding Tranches of Class A Notes with a Class A Required
Subordinated Amount of Class B Notes equal to zero, after giving
effect to any issuances, deposits, allocations, reallocations or
payments to be made on that date.
(d) Alteration of the Required Subordinated Amount. The Issuer shall
be permitted to change the Required Subordinated Amount for any Tranche of
CHASEseries Notes, or the method of computing the Required Subordinated Amount
at any time without the consent of Noteholders provided the conditions
specified in Section 3.11 of the Indenture are satisfied.
[END OF ARTICLE II]
ARTICLE III
ALLOCATIONS, DEPOSITS AND PAYMENTS
Section 3.01 Allocations of Asset Pool One Finance Charge Collections
and the Asset Pool One Default Amount to the CHASEseries Notes.
(a) With respect to each Monthly Period, the Collateral Agent, at the
written direction of the Servicer, shall allocate to the CHASEseries Notes or
any Class or Tranche of CHASEseries Notes an amount equal to the product of (i)
the CHASEseries Floating Allocation Percentage and (ii) the sum of the Asset
Pool One Finance Charge Collections for such Monthly Period and the investment
earnings for such Monthly Period on amounts on deposit in the Collection
Account and the Excess Funding Account established for the benefit of all Asset
Pool One Notes.
(b) With respect to each Monthly Period, the Collateral Agent, at the
written direction of the Servicer, shall allocate to the CHASEseries Notes an
amount equal to the CHASEseries Default Amount for such Monthly Period.
(c) With respect to each Monthly Period, the Collateral Agent, at the
written direction of the Servicer, shall allocate to the CHASEseries Notes an
amount equal to the CHASEseries Servicing Fee for such Monthly Period.
Section 3.02 Allocations of CHASEseries Available Finance Charge
Collections. With respect to each Monthly Period, the Indenture Trustee, at the
written direction of the Servicer, will apply an amount equal to the sum of (i)
Asset Pool One Finance Charge Collections allocated to the CHASEseries pursuant
to subsection 3.01(a), (ii) any amounts to be treated as CHASEseries Available
Finance Charge Collections pursuant to subsections 3.05(a) and 3.22(d), (iii)
any Shared Excess Available Finance Charge Collections from other Series in
Shared Excess Available Finance Charge Collections Group A allocated to the
CHASEseries pursuant to Section 3.27 and (iv) any amounts to be treated as
CHASEseries Available Finance Charge Collections pursuant to any Terms Document
(such amounts, the "CHASEseries Available Finance Charge Collections") as
follows:
(a) first, on the applicable Note Transfer Date for each Tranche of
CHASEseries Notes, to make the targeted deposits to the Interest Funding
Account pursuant to Section 3.03;
(b) second, on the First Note Transfer Date, to pay to the Servicer
the CHASEseries Servicing Fee plus any previously due and unpaid CHASEseries
Servicing Fee;
(c) third, on the First Note Transfer Date, to be treated as
CHASEseries Available Principal Collections for application in accordance with
Section 3.09 in an amount equal to the CHASEseries Default Amount for the
related Monthly Period;
(d) fourth, on the First Note Transfer Date, to be treated as
CHASEseries Available Principal Collections pursuant to Section 3.07 for
application in accordance with Section 3.09 in an amount equal to the aggregate
Nominal Liquidation Amount Deficit, if any, of the CHASEseries Notes;
(e) fifth, on the applicable Note Transfer Date for each Tranche of
Class C Notes, to make the targeted deposit to the Class C Reserve Account, if
any, pursuant to Section 3.24;
(f) sixth, on the applicable Note Transfer Date for each Tranche of
CHASEseries Notes, to make any other payments or deposits required by the Terms
Documents of any Class or Tranche of CHASEseries Notes;
(g) seventh, on the First Note Transfer Date, to be treated as Shared
Excess Available Finance Charge Collections for application in accordance with
Section 3.27;
(h) eighth, on the First Note Transfer Date, to be applied pursuant to
Section 3.13 of the Indenture as "Unapplied Excess Finance Charge Collections"
from Shared Excess Available Finance Charge Collections Group A; and
(i) ninth, on the First Note Transfer Date, to the applicable
Transferor.
Section 3.03 Targeted Deposits to the Interest Funding Account. The
deposit targeted pursuant to subsection 3.02(a) with respect to any Monthly
Period to be deposited to the Interest Funding Account on the applicable Note
Transfer Date in the following Monthly Period for each Tranche of CHASEseries
Notes shall equal the sum of the following amounts. A single Tranche of
CHASEseries Notes may be entitled to more than one of the following targeted
deposits. The targeted deposit with respect to any Monthly Period shall also
include any shortfall in the targeted deposit with respect to any prior Monthly
Period which has not been previously deposited.
(a) Interest Payments. The deposit targeted for any Tranche of
Outstanding Interest-bearing Notes with respect to any Monthly Period to be
deposited on the applicable Note Transfer Date will be equal to the amount of
interest accrued on the Outstanding Dollar Principal Amount of that Tranche of
CHASEseries Notes during the period from and including the Monthly Interest
Accrual Date in such Monthly Period (or, in the case of the first Monthly
Interest Accrual Date with respect to that Tranche of CHASEseries Notes, from
and including the date of issuance of that Tranche of CHASEseries Notes) to but
excluding the Monthly Interest Accrual Date in the following Monthly Period.
(b) Amounts Owed to Derivative Counterparties. If a Tranche of
Outstanding CHASEseries Dollar Notes or CHASEseries Foreign Currency Notes that
has a Performing or non-Performing Derivative Agreement for interest provides
for a payment to the applicable Derivative Counterparty, the deposit targeted
for that Tranche of CHASEseries Notes with respect to such Monthly Period to be
deposited on the applicable Note Transfer Date with respect to any payment to
the Derivative Counterparty will be specified in the applicable Terms Document
for such Tranche of CHASEseries Notes.
(c) CHASEseries Discount Notes. The deposit targeted for a Tranche of
Outstanding CHASEseries Discount Notes for such Monthly Period will be equal to
the amount of accretion of principal of that Tranche of CHASEseries Notes from
and including the Monthly Principal Accrual Date in such Monthly Period (or in
the case of the first Monthly Principal Accrual Date with respect to that
Tranche of CHASEseries Notes, from and including the date of issuance of that
Tranche of CHASEseries Notes) to but excluding the Monthly Principal Accrual
Date in the following Monthly Period.
(d) Specified Deposits. If the Terms Document for a Tranche of
CHASEseries Notes specifies a deposit in addition to or different from the
deposits described above to be made to the Interest Funding Sub-Account for
that Tranche of CHASEseries Notes, the deposit targeted for that Tranche of
CHASEseries Notes with respect to such Monthly Period and the applicable Note
Transfer Date will be such specified amount.
(e) Additional Interest. Unless otherwise specified in the applicable
Terms Document, the deposit targeted for any Tranche of Outstanding Notes that
has accrued and overdue interest will include the interest accrued on that
overdue interest during the period from and including the prior Monthly
Interest Accrual Date to but excluding the current Monthly Interest Accrual
Date at the rate of interest applicable to the principal of such Tranche during
that period.
Section 3.04 Allocations of CHASEseries Available Finance Charge
Collections to the Interest Funding Account and to the Interest Funding
Sub-Accounts. The aggregate amount to be deposited to the Interest Funding
Account pursuant to subsection 3.02(a) will, at the written direction of the
Servicer, be allocated, and a portion deposited, into the Interest Funding
Sub-Account for each Tranche of CHASEseries Notes on the applicable Note
Transfer Date as follows:
(a) CHASEseries Available Finance Charge Collections at Least Equal to
or Greater Than Targeted Amounts. If the amount of funds available for a
Monthly Period pursuant to Section 3.02 is at least equal to or greater than
the aggregate amount of the deposits and payments targeted by Section 3.03 with
respect to such Monthly Period, then the full amount of each such deposit and
payment will be made to the applicable Interest Funding Sub-Accounts.
(b) CHASEseries Available Finance Charge Collections are Less than
Targeted Amounts. If the amount of funds available for a Monthly Period
pursuant to Section 3.02 is less than the aggregate amount of the deposits
targeted by Section 3.03 with respect to such Monthly Period, then the amount
available will be allocated to each Tranche of CHASEseries Notes as follows:
(i) first, to each Tranche of Class A Notes pro rata based on
the ratio of (A) the aggregate amount of the deposits targeted by
Section 3.03 with respect to that Tranche of Class A Notes, to (B) the
aggregate amount of the deposits targeted by Section 3.03 with respect
to all Tranches of Class A Notes, and
(ii) second, to each Tranche of Class B Notes pro rata based
on the ratio of (A) the aggregate amount of the deposits targeted by
Section 3.03 with respect to that Tranche of Class B Notes, to (B) the
aggregate amount of the deposits targeted by Section 3.03 with respect
to all Tranches of Class B Notes, and
(iii) third, to each Tranche of Class C Notes pro rata based
on the ratio of (A) the aggregate amount of the deposits targeted by
Section 3.03 with respect to that Tranche of Class C Notes, to (B) the
aggregate amount of the deposits targeted by Section 3.03 with respect
to all Tranches of Class C Notes.
Section 3.05 Amounts to be Treated as CHASEseries Available Finance
Charge Collections; Payments Received from Derivative Counterparties for
Interest in a Foreign Currency; Other Deposits to the Interest Funding
Sub-Accounts. The following deposits and payments will be made on the following
dates:
(a) Amounts to be Treated as CHASEseries Available Finance Charge
Collections. In addition to Available Finance Charge Collections allocated to
the CHASEseries pursuant to subsection 3.01(a), any Shared Excess Available
Finance Charge Collections from other Series in Shared Excess Available Finance
Charge Collections Group A pursuant to Section 3.27 and any amounts to be
treated as CHASEseries Available Finance Charge Collections pursuant to any
Terms Document, the following amounts shall be treated as CHASEseries Available
Finance Charge Collections for application in accordance with this Article III
with respect to any Monthly Period:
(i) Segregated CHASEseries Finance Charge Collections. The
aggregate amount of Segregated CHASEseries Finance Charge Collections
allocable to each Tranche of CHASEseries Notes which is used to cover
the aggregate Principal Funding Sub-Account Earnings Shortfall for
each Tranche of CHASEseries Notes pursuant to Section 3.30.
(ii) Dollar Payments from Derivative Counterparties for
Interest. Dollar payments received under Derivative Agreements for
interest for any Tranche of CHASEseries Notes.
(iii) Sub-Account Earnings. The aggregate amount of Principal
Funding Sub-Account Earnings from all Principal Funding Sub-Accounts
and the aggregate amount of Interest Funding Sub-Account Earnings from
all Interest Funding Sub-Accounts.
(b) Foreign Currency Payments From Derivative Counterparties for
Interest. Payments received under Derivative Agreements for CHASEseries Notes
with interest payable in a Foreign Currency will be applied as specified in the
applicable Terms Document.
(c) Other Deposits to the Interest Funding Sub-Accounts.
(i) Class C Reserve Account. Withdrawals made from the Class
C Reserve Account pursuant to subsection 3.25(a) will be deposited
into the applicable Interest Funding Sub-Account for the applicable
Tranche of Class C Notes on the applicable Note Transfer Date for such
Tranche of Class C Notes.
(ii) Sales Proceeds. Sales Proceeds received by the Issuer
pursuant to subsection 3.22(c)(ii) for any Tranche of CHASEseries
Notes will be deposited into the applicable Interest Funding
Sub-Account on the date of receipt by the Issuer.
(iii) Other Amounts. The Terms Document for any Tranche may
include additional amounts which are to be deposited into the
applicable Interest Funding Sub-Account on each applicable Note
Transfer Date.
Section 3.06 Allocations of Reductions from Investor Charge-Offs to
the Nominal Liquidation Amount of Subordinated Classes. If there is an Investor
Charge-Off on any First Note Transfer Date, that reduction will be allocated
(and reallocated) on that date to each Tranche of CHASEseries Notes as set
forth in this Section 3.06.
(a) Initially, the amount of such Investor Charge-Off will be
allocated to each Tranche of Outstanding CHASEseries Notes pro rata based on
the ratio of the Nominal Liquidation Amount used for such Tranche in the
calculation of the CHASEseries Floating Allocation Percentage for the
immediately preceding Monthly Period to the aggregate Nominal Liquidation
Amount used in the calculation of the CHASEseries Floating Allocation
Percentage for such Monthly Period.
(b) Immediately afterwards, the amount of Investor Charge-Offs
allocated to the Class A Notes pursuant to clause (a) will be reallocated to
the Class C Notes subject to the limitations set forth in clauses (c) and (e),
and the amount of Investor Charge-Offs allocated to the Class A Notes pursuant
to clause (a) and not reallocated to the Class C Notes due to the limitations
set forth in clauses (c) and (e) will be reallocated to the Class B Notes
subject to the limitations set forth in clauses (c) and (e). Immediately after
giving effect to the preceding sentence, the aggregate amount of Investor
Charge-Offs allocated to the Class B Notes pursuant to clause (a) or
reallocated to the Class B Notes pursuant to the preceding sentence will be
reallocated to the Class C Notes subject to the limitations set forth in
clauses (d) and (e). Any amount of Investor Charge-Offs which cannot be
reallocated from a Senior Class to a Subordinated Class due to the limitations
in clauses (c), (d) and (e) will reduce the Nominal Liquidation Amount of the
related senior Tranche of CHASEseries Notes.
(c) (i) The reallocation in clause (b) of Investor Charge-Offs from
any Tranche of Class A Notes to the Class C Notes is subject to the limitation
that after giving effect to clause (a) and to such reallocation from that
Tranche of Class A Notes to the Class C Notes, that Tranche's Class A Usage of
Class C Required Subordinated Amount (computed before giving effect to any
reallocations of Investor Charge-Offs from any Class B Notes and any
reallocation of CHASEseries Available Principal Collections for such First Note
Transfer Date) will not exceed that Tranche's Class A Required Subordinated
Amount of Class C Notes.
(ii) The reallocation in clause (b) of Investor Charge-Offs
from any Tranche of Class A Notes to the Class B Notes is subject to
the limitation that after giving effect to clause (a) and to such
reallocation from that Tranche of Class A Notes to the Class B Notes,
that Tranche's Class A Usage of Class B Required Subordinated Amount
(computed before giving effect to any reallocations of CHASEseries
Available Principal Collections for such First Note Transfer Date)
will not exceed that Tranche's Class A Required Subordinated Amount of
Class B Notes.
(d) The reallocation in clause (b) of Investor Charge-Offs from any
Tranche of Class B Notes to the Class C Notes is subject to the limitation that
after giving effect to clause (a) and such reallocation from that Tranche of
Class B Notes and reallocations from any Tranche of Class A Notes to any
Tranche of Class C Notes, that Tranche's Class B Usage of Class C Required
Subordinated Amount (computed before giving effect to any reallocations of
CHASEseries Available Principal Collections for such First Note Transfer Date)
will not exceed that Tranche's Class B Required Subordinated Amount of Class C
Notes.
(e) (i) The amount permitted to be reallocated to Tranches of Class C
Notes pursuant to clause (b) will be applied to each Tranche of Class C Notes
pro rata based on the ratio of the Nominal Liquidation Amount used for that
Tranche of Class C Notes in the calculation of the CHASEseries Floating
Allocation Percentage for the immediately preceding Monthly Period to the
Nominal Liquidation Amount for all Class C Notes in the CHASEseries used in the
calculation of the CHASEseries Floating Allocation Percentage for such Monthly
Period.
(ii) In no event will the Nominal Liquidation Amount (after
giving effect to this clause (e)) of any Tranche of Class C Notes be
reduced below zero.
(iii) The amount permitted to be reallocated to Tranches of
Class B Notes pursuant to clause (b) will be applied to each Tranche
of Class B Notes pro rata based on the ratio of the Nominal
Liquidation Amount used for that Tranche of Class B Notes in the
calculation of the CHASEseries Floating Allocation Percentage for the
immediately preceding Monthly Period to the Nominal Liquidation Amount
for all Class B Notes in the CHASEseries used in the calculation of
the CHASEseries Floating Allocation Percentage for such Monthly
Period.
(iv) In no event will the Nominal Liquidation Amount (after
giving effect to this clause (e)) of any Tranche of Class B Notes be
reduced below zero.
(f) In the case of each Tranche of CHASEseries Notes, the Nominal
Liquidation Amount of each such Tranche will be reduced by an amount equal to
the Investor Charge-Offs which are allocated or reallocated to that Tranche of
CHASEseries Notes, less the amount of Investor Charge-Offs that are reallocated
from that Tranche of CHASEseries to a Subordinated Class of CHASEseries Notes.
Section 3.07 Allocations of Reimbursements of Nominal Liquidation
Amount Deficits. If, with respect to any Monthly Period, there are CHASEseries
Available Finance Charge Collections available pursuant to subsection 3.02(d)
to reimburse any Nominal Liquidation Amount Deficits, such funds will be
allocated to each Tranche of CHASEseries Notes on the First Note Transfer Date
in the immediately succeeding Monthly Period as follows:
(a) first, to each Tranche of Class A Notes pro rata based on the
ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate
Nominal Liquidation Amount Deficits of all Tranches of Class A Notes, but in no
event will the Nominal Liquidation Amount of such a Tranche of CHASEseries
Notes be increased above the Adjusted Outstanding Dollar Principal Amount of
such Tranche,
(b) second, to each Tranche of Class B Notes pro rata based on the
ratio of the Nominal Liquidation Amount Deficit thereof to the aggregate
Nominal Liquidation Amount Deficits of all Tranches of Class B Notes, but in no
event will the Nominal Liquidation Amount of such a Tranche of CHASEseries
Notes be increased above the Adjusted Outstanding Dollar Principal Amount of
such Tranche, and
(c) third, to each Tranche of Class C Notes pro rata based on the
ratio of the Nominal Liquidation Amount Deficits thereof to the aggregate
Nominal Liquidation Amount Deficit of all Tranches of Class C Notes, but in no
event will the Nominal Liquidation Amount of such a Tranche of CHASEseries
Notes be increased above the Adjusted Outstanding Dollar Principal Amount of
such Tranche.
Section 3.08 Allocations of Asset Pool One Principal Collections to
the CHASEseries Notes. With respect to each Monthly Period, the Collateral
Agent, at the written direction of the Servicer, shall allocate to the
CHASEseries Notes an amount equal to the product of (i) the CHASEseries
Principal Allocation Percentage and (ii) the Asset Pool One Principal
Collections for such Monthly Period.
Section 3.09 Application of CHASEseries Available Principal
Collections. With respect to each Monthly Period, the Indenture Trustee, at the
written direction of the Servicer, shall apply an amount equal to the sum of
(i) Asset Pool One Principal Collections allocated to the CHASEseries pursuant
to Section 3.08, (ii) any amounts to be treated as CHASEseries Available
Principal Collections pursuant to subsection 3.14(a), (iii) any Shared Excess
Available Principal Collections allocated to the CHASEseries pursuant to
Section 3.28 and (iv) any amounts to be treated as CHASEseries Available
Principal Collections allocated to the CHASEseries pursuant to any Terms
Document (such amounts, the "CHASEseries Available Principal Collections") as
follows:
(a) first, if after giving effect to deposits to be made on each Note
Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(a), any Tranche of Class A Notes will not receive the full
amount targeted to be deposited pursuant to Section 3.03 with respect to any
such Note Transfer Date, then CHASEseries Available Principal Collections (in
an amount not to exceed the product of (x) the CHASEseries Available Principal
Collections that are described in clauses (i) and (ii) in the preamble to this
Section 3.09 and (y) the sum of the Class B Allocation Percentage and the Class
C Allocation Percentage for such Monthly Period) will be allocated to the
Interest Funding Sub-Account of each such Tranche of Class A Notes pro rata
based on, in the case of each such Tranche of Class A Notes, the lesser of the
following amounts:
(i) the amount of the deficiency in the targeted amount to be
deposited into the Interest Funding Sub-Account of such Tranche of
Class A Notes; and
(ii) an amount equal to the sum of (A) the Class A Unused
Subordinated Amount of Class C Notes plus (B) the Class A Unused
Subordinated Amount of Class B Notes, in each case, for such Tranche
of Class A Notes (determined after giving effect to the application of
Investor Charge-Offs pursuant to Section 3.06 on the First Note
Transfer Date);
(b) second, if after giving effect to deposits to be made on each Note
Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(a) any Tranche of Class B Notes will not receive the full
amount targeted to be deposited pursuant to Section 3.03 with respect to any
such Note Transfer Date, then CHASEseries Available Principal Collections (in
an amount, not less than zero, not to exceed the excess of (I) the product of
(x) the CHASEseries Available Principal Collections that are described in
clauses (i) and (ii) in the preamble to this Section 3.09 and (y) the sum of
the Class B Allocation Percentage and the Class C Allocation Percentage for
such Monthly Period over (II) the aggregate amount of such CHASEseries
Available Principal Collections reallocated pursuant to clause (a) above) will
be allocated to the Interest Funding Sub-Account of each such Tranche of Class
B Notes pro rata based on, in the case of each such Tranche of Class B Notes,
the lesser of the following amounts:
(i) the amount of the deficiency in the targeted amount to be
deposited into the Interest Funding Sub-Account of such Tranche of
Class B Notes; and
(ii) an amount equal to the Class B Unused Subordinated
Amount of Class C Notes for such Tranche of Class B Notes (determined
after giving effect to the application of Investor Charge-Offs
pursuant to Section 3.06 on the First Note Transfer Date and the
reallocation of CHASEseries Available Principal Collections pursuant
to clause (a) above);
(c) third, if after giving effect to payments to be made on the First
Note Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(b), the Servicer will not receive the full amount of the
CHASEseries Servicing Fees allocable to the Class A Notes to be paid pursuant
to subsection 3.02(b) on such First Note Transfer Date, then CHASEseries
Available Principal Collections (in an amount, not less than zero, not to
exceed the excess of (I) the product of (x) the CHASEseries Available Principal
Collections that are described in clauses (i) and (ii) in the preamble to this
Section 3.09 and (y) the sum of the Class B Allocation Percentage and the Class
C Allocation Percentage for such Monthly Period over (II) the aggregate amount
of such CHASEseries Available Principal Collections reallocated pursuant to
clauses (a) and (b) above) will be paid to the Servicer in an amount equal to,
and allocated to each such Tranche of Class A Notes pro rata based on, in the
case of each such Tranche of Class A Notes, the lesser of the following
amounts:
(i) the amount of the deficiency allocated to such Tranche of
Class A Notes pro rata pursuant to Section 3.10; and
(ii) an amount equal to the sum of (A) the Class A Unused
Subordinated Amount of Class C Notes plus (B) the Class A Unused
Subordinated Amount of Class B Notes, in each case, for such Tranche
of Class A Notes (determined after giving effect to the allocation of
Investor Charge-Offs pursuant to Section 3.06 on the First Note
Transfer Date and the reallocation of CHASEseries Available Principal
Collections pursuant to clauses (a) and (b) above);
(d) fourth, if after giving effect to payments to be made on the First
Note Transfer Date in the immediately succeeding Monthly Period pursuant to
subsection 3.02(b), the Servicer will not receive the full amount of the
CHASEseries Servicing Fees allocable to the Class B Notes to be paid pursuant
to subsection 3.02(b) on such First Note Transfer Date, then CHASEseries
Available Principal Collections (in an amount, not less than zero, not to
exceed the excess of (I) the product of (x) the CHASEseries Available Principal
Collections that are described in clauses (i) and (ii) in the preamble to this
Section 3.09 and (y) the sum of the Class B Allocation Percentage and the Class
C Allocation Percentage for such Monthly Period over (II) the aggregate amount
of such CHASEseries Available Principal Collections reallocated pursuant to
clauses (a) through (c) above) will be paid to the Servicer in an amount equal
to, and allocated to each such Tranche of Class B Notes pro rata based on, in
the case of each such Tranche of Class B Notes, the lesser of the following
amounts:
(i) the amount of the deficiency allocated to such Tranche of
Class B Notes pro rata pursuant to Section 3.10; and
(ii) an amount equal to the Class B Unused Subordinated
Amount of Class C Notes for such Tranche of Class B Notes (determined
after giving effect to the allocation of Investor Charge-Offs pursuant
to Section 3.06 on the First Note Transfer Date and the reallocation
of CHASEseries Available Principal Collections pursuant to clauses (a)
through (c) above);
(e) fifth, to make the targeted deposits on the applicable Note
Transfer Dates in the immediately succeeding Monthly Period to the Principal
Funding Sub-Accounts for all Tranches of CHASEseries Notes pursuant to Section
3.12;
(f) sixth, to be treated as Shared Excess Available Principal
Collections on each applicable Note Transfer Date for the benefit of other
Series in Asset Pool One;
(g) seventh, to be deposited in the Excess Funding Account for Asset
Pool One until the Asset Pool One Transferor Amount for the prior Monthly
Period equals or exceeds the Asset Pool One Required Transferor Amount for the
prior Monthly Period and the Asset Pool One Pool Balance for such prior Monthly
Period equals or exceeds the Asset Pool One Minimum Pool Balance for such prior
Monthly Period; and
(h) eighth, to be paid to the applicable Transferor.
Section 3.10 Allocation of CHASEseries Servicing Fee Shortfalls. On
each First Note Transfer Date if, after giving effect to payments to be made
with respect to the prior Monthly Period pursuant to subsection 3.02(a), the
Servicer has not received the full amount to be paid pursuant to subsection
3.02(b) with respect to such Monthly Period, the aggregate amount of such
shortfall will be allocated to each Tranche of Outstanding CHASEseries Notes
pro rata based on the ratio of the Nominal Liquidation Amount used for such
Tranche in the calculation of the CHASEseries Floating Allocation Percentage
for such Monthly Period to the aggregate Nominal Liquidation Amount for all
Outstanding Tranches of CHASEseries Notes used in the calculation of the
CHASEseries Floating Allocation Percentage for such Monthly Period.
Section 3.11 Computation of Reductions to the Nominal Liquidation
Amount of Subordinated Classes from Reallocations of CHASEseries Available
Principal Collections.
(a) Each reallocation of CHASEseries Available Principal Collections
deposited to the Interest Funding Sub-Account of a Tranche of Class A Notes
pursuant to subsection 3.09(a) will reduce the Nominal Liquidation Amount of
the Class C Notes on the First Note Transfer Date in the Monthly Period in
which such reallocation occurs; provided, however, that the amount of such
reduction for each such Tranche of Class A Notes shall not exceed the Class A
Unused Subordinated Amount of Class C Notes for such Tranche of Class A Notes
(after giving effect to any reductions or reimbursements pursuant to Section
3.06 on such First Note Transfer Date).
(b) Each reallocation of CHASEseries Available Principal Collections
deposited to the Interest Funding Sub-Account of a Tranche of Class A Notes
pursuant to subsection 3.09(a) which does not reduce the Nominal Liquidation
Amount of Class C Notes pursuant to clause (a) above will reduce the Nominal
Liquidation Amount of the Class B Notes on the First Note Transfer Date in the
Monthly Period in which such reallocation occurs; provided, however, that the
amount of such reduction for each such Tranche of Class A Notes shall not
exceed the Class A Unused Subordinated Amount of Class B Notes for such Tranche
of Class A Notes (after giving effect to any reductions or reimbursements
pursuant to Section 3.06 on such First Note Transfer Date).
(c) Each reallocation of CHASEseries Available Principal Collections
deposited to the Interest Funding Sub-Account of a Tranche of Class B Notes
pursuant to subsection 3.09(b) will reduce the Nominal Liquidation Amount
(determined after giving effect to clause (a) above) of the Class C Notes on
the First Note Transfer Date in the Monthly Period in which such reallocation
occurs; provided, however, that the amount of such reduction for each such
Tranche of Class B Notes shall not exceed the Class B Unused Subordinated
Amount of Class C Notes for such Tranche of Class B Notes (after giving effect
to any reductions or reimbursements pursuant to Section 3.06 on such First Note
Transfer Date).
(d) Each reallocation of CHASEseries Available Principal Collections
paid to the Servicer pursuant to subsection 3.09(c) will reduce the Nominal
Liquidation Amount (determined after giving effect to clauses (a) and (c)
above) of the Class C Notes on the First Note Transfer Date in the Monthly
Period in which such reallocation occurs; provided, however, that the amount of
such reduction for each such Tranche of Class A Notes shall not exceed the
Class A Unused Subordinated Amount of Class C Notes for such Tranche of Class A
Notes (after giving effect to clauses (a) and (c) above and any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date).
(e) Each reallocation of CHASEseries Available Principal Collections
paid to the Servicer pursuant to subsection 3.09(c) which does not reduce the
Nominal Liquidation Amount of Class C Notes pursuant to clause (d) above will
reduce the Nominal Liquidation Amount (determined after giving effect to clause
(b) above) of the Class B Notes on the First Note Transfer Date in the Monthly
Period in which such reallocation occurs; provided, however, that the amount of
such reduction for each such Tranche of Class A Notes shall not exceed the
Class A Unused Subordinated Amount of Class B Notes for such Tranche of Class A
Notes (after giving effect to clause (b) above and any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date).
(f) Each reallocation of CHASEseries Available Principal Collections
paid to the Servicer pursuant to subsection 3.09(d) will reduce the Nominal
Liquidation Amount (determined after giving effect to clauses (a), (c) and (d)
above) of the Class C Notes on the First Note Transfer Date in the Monthly
Period in which such reallocation occurs; provided, however, that the amount of
such reduction for each such Tranche of Class B Notes shall not exceed the
Class B Unused Subordinated Amount of Class C Notes for such Tranche of Class B
Notes (after giving effect to any reductions or reimbursements pursuant to
Section 3.06 on such First Note Transfer Date).
(g) The aggregate amount of the reallocation of CHASEseries Available
Principal Collections which reduce the Nominal Liquidation Amount of Class B
Notes pursuant to clauses (b) and (e) above will reduce the Nominal Liquidation
Amount (determined after giving effect to any reductions or reimbursements
pursuant to Section 3.06 on such First Note Transfer Date) of each Tranche of
the Class B Notes pro rata based on the ratio of the Nominal Liquidation Amount
for such Tranche of Class B Notes used in the CHASEseries Floating Allocation
Percentage for the related Monthly Period to the Nominal Liquidation Amount for
all Class B Notes used in the CHASEseries Floating Allocation Percentage for
the related Monthly Period; provided, however, that the amount of any such
reduction of the Nominal Liquidation Amount of a Tranche of Class B Notes will
be limited by the aggregate amount of such reduction which results in a
reduction of the Nominal Liquidation Amount of the Class C Notes pursuant to
clause (h) below.
(h) Each reallocation of CHASEseries Available Principal Collections
which reduces the Nominal Liquidation Amount of Class B Notes pursuant to
clause (g) above may be reallocated to the Class C Notes and such reallocation
will reduce the Nominal Liquidation Amount (determined after giving effect to
clauses (a), (c), (d) and (f) above and any reductions or reimbursements
pursuant to Section 3.06 on such First Note Transfer Date) of the Class C
Notes; provided, however, that the amount of such reduction for each such
Tranche of Class B Notes shall not exceed the Class B Unused Subordinated
Amount of Class C Notes for such Tranche of Class B Notes (after giving effect
to clauses (a), (c), (d) and (f) above and any reductions pursuant to Section
3.06 on such First Note Transfer Date).
(i) The aggregate amount of the reallocation of CHASEseries Available
Principal Collections which reduce the Nominal Liquidation Amount of Class C
Notes pursuant to clauses (a), (c), (d), (f) and (h) above will reduce the
Nominal Liquidation Amount (determined after giving effect to any reductions or
reimbursements pursuant to Section 3.06 on such First Note Transfer Date) of
each Tranche of the Class C Notes pro rata based on the ratio of the Nominal
Liquidation Amount for such Tranche of Class C Notes used in the CHASEseries
Floating Allocation Percentage for the related Monthly Period to the Nominal
Liquidation Amount for all Class C Notes used in the CHASEseries Floating
Allocation Percentage for the related Monthly Period.
Section 3.12 Targeted Deposits of CHASEseries Available Principal
Collections to the Principal Funding Account and the Principal Funding
Sub-Account. The amount of the deposit targeted for any Tranche of CHASEseries
Notes with respect to any Monthly Period to be deposited into the Principal
Funding Sub-Account for that Tranche on the applicable Note Transfer Date in
the immediately succeeding Monthly Period will be the sum of (i) the amount
determined pursuant to clause (a), (b), (c), (d) or (e) of this Section with
respect to such Tranche for such Monthly Period, as applicable and (ii) any
deposit targeted pursuant to clause (i) with respect to such Tranche for any
prior Monthly Period but for which the full targeted deposit was not made, but
in no case more than the Nominal Liquidation Amount of such Tranche of
CHASEseries Notes (computed immediately before giving effect to such deposit
but after giving effect to any reductions of the Nominal Liquidation Amount of
such Tranche of CHASEseries Notes as a result of Investor Charge-Offs and any
reallocations of CHASEseries Available Principal Collections or increases of
the Nominal Liquidation Amount of such Tranche of CHASEseries Notes as a result
of reimbursements thereof pursuant to subsection 3.02(d) to be made on the
First Note Transfer Date in the immediately succeeding Monthly Period).
(a) Principal Payment Date. With respect to the Monthly Period
immediately preceding any Principal Payment Date, the deposit targeted for that
Tranche of CHASEseries Notes, unless otherwise specified in the applicable
Terms Document, will be equal to the Nominal Liquidation Amount of that Tranche
of CHASEseries Notes (computed immediately before giving effect to such deposit
but after giving effect to any reductions of the Nominal Liquidation Amount of
such Tranche of CHASEseries Notes as a result of Investor Charge-Offs and any
reallocations of CHASEseries Available Principal Collections or increases of
the Nominal Liquidation Amount of such Tranche of CHASEseries Notes as a result
of reimbursements thereof pursuant to subsection 3.02(d) to be made on the
First Note Transfer Date in the immediately following Monthly Period).
(b) Budgeted Deposits. (i) Subject to subsection 3.12(d), with respect
to each Monthly Period, beginning with the Accumulation Commencement Date, the
deposit targeted to be made into the Principal Funding Sub-Account for that
Tranche will be the Controlled Accumulation Amount for that Tranche specified
in the applicable Terms Document, or if no such amount is specified, beginning
with the twelfth Monthly Period before the Monthly Period related to the
Scheduled Principal Payment Date of that Tranche of CHASEseries Notes, an
amount equal to one-twelfth of the expected Outstanding Dollar Principal Amount
of such Tranche of CHASEseries Notes as of such Scheduled Principal Payment
Date.
(ii) Notwithstanding anything to the contrary in clause (i),
on or before the Determination Date immediately preceding the first
business day of the month that is twelve (12) whole calendar months
prior to the Scheduled Principal Payment Date of any Tranche of
CHASEseries Notes, and each Determination Date thereafter until the
Accumulation Commencement Date, the Servicer will determine the
"Accumulation Period Length" which shall equal a number of months not
less than the number of whole calendar months reasonably expected by
the Servicer to be necessary to accumulate from CHASEseries Available
Principal Collections an amount equal to the Nominal Liquidation
Amount of such Tranche of CHASEseries Notes; provided, however, that
the Accumulation Period Length will not be determined to be less than
one whole calendar month; provided further, however, that if the
Servicer determines that the Accumulation Period Length will be less
than twelve (12) whole calendar months, the Servicer shall on the
first Determination Date on which the Accumulation Period Length is
determined send written notice to the Indenture Trustee, the
Collateral Agent and each Note Rating Agency then rating any
Outstanding CHASEseries Notes, which notice shall state the applicable
Accumulation Period Length.
(c) Prefunding of the Principal Funding Account of Senior Classes. If
the Issuer determines with respect to any Monthly Period with respect to any
Class A Notes or Class B Notes that, after giving effect to all allocations,
payments and deposits that will be made on the First Note Transfer Date and
each Note Transfer Date occurring in the immediately succeeding Monthly Period,
the Prefunding Target Amount of such Class is greater than zero, the targeted
deposit to the Principal Funding Sub-Accounts for such Class will be the
Prefunding Target Amount for the CHASEseries for such Monthly Period.
(d) Event of Default, Early Amortization Event, Other Optional or
Mandatory Redemption. If any Tranche of CHASEseries Notes has been accelerated
during a Monthly Period after the occurrence of an Event of Default, or if an
Early Amortization Event with respect to any Tranche of CHASEseries Notes
occurs during such Monthly Period, or with respect to the Monthly Period
immediately preceding any other date fixed for any other optional or mandatory
redemption of any Tranche of CHASEseries Notes, the deposit targeted for that
Tranche of CHASEseries Notes with respect to that Monthly Period and each
following Monthly Period will be equal to the Nominal Liquidation Amount of
that Tranche of CHASEseries Notes (computed immediately before giving effect to
such deposit but after giving effect to any reductions of the Nominal
Liquidation Amount of such Tranche of CHASEseries Notes as a result of Investor
Charge-Offs and any reallocations of CHASEseries Available Principal
Collections or increases of the Nominal Liquidation Amount of such Tranche of
CHASEseries Notes as a result of reimbursements thereof pursuant to subsection
3.02(d) to be made on the First Note Transfer Date in the immediately
succeeding Monthly Period).
(e) Amounts Owed to Derivative Counterparties. If a Tranche of
Outstanding CHASEseries Dollar Notes or CHASEseries Foreign Currency Notes has
a Performing or non-Performing Derivative Agreement for principal that provides
for a payment to the applicable Derivative Counterparty, the deposit targeted
for that Tranche of CHASEseries Notes on each Note Transfer Date with respect
to any payment to the Derivative Counterparty will be specified in the related
Terms Document.
Section 3.13 Allocations among Principal Funding Sub-Accounts. Subject
to the restrictions of Section 3.17, the aggregate amount of the deposits to be
made to the Principal Funding Sub-Accounts for each Tranche of CHASEseries
Notes pursuant to Section 3.12 for each Monthly Period will be allocated, and a
portion deposited in the Principal Funding Sub-Account for each Tranche of
CHASEseries Notes, as follows:
(a) CHASEseries Available Principal Collections Equal to Targeted
Amount. Subject to clause (c) below, if CHASEseries Available Principal
Collections remaining after giving effect to subsections 3.09(a) through (d)
are equal to or greater than the aggregate amount of CHASEseries Available
Principal Collections targeted to be deposited into the Principal Funding
Sub-Accounts for all Tranches of CHASEseries Notes pursuant to Section 3.12,
then that targeted amount will be deposited in the Principal Funding
Sub-Account established for each Tranche of CHASEseries Notes.
(b) CHASEseries Available Principal Collections Are Less Than Targeted
Amounts. Subject to clause (c) below, if CHASEseries Available Principal
Collections remaining after giving effect to subsections 3.09(a) through (d)
are less than the aggregate amount targeted to be deposited into the Principal
Funding Sub-Accounts for all Tranches of CHASEseries Notes pursuant to Section
3.12, then remaining CHASEseries Available Principal Collections will be
deposited in the Principal Funding Sub-Account established for each Tranche of
CHASEseries Notes in the following priority:
(i) first, the amount available will be allocated to the
Class A Notes pro rata based on the ratio of (A) the amount targeted
to be deposited into the Principal Funding Sub-Account for such
Tranche of Class A Notes pursuant to Section 3.12, to (B) the
aggregate amount targeted to be deposited into the Principal Funding
Sub-Account for all Tranches of Class A Notes pursuant to Section
3.12;
(ii) second, the amount available after the application in
clause (i) above will be allocated to the Class B Notes, pro rata
based on the ratio of (A) the amount targeted to be deposited into the
Principal Funding Sub-Account for such Tranche of Class B Notes
pursuant to Section 3.12, to (B) the aggregate amount targeted to be
deposited into the Principal Funding Sub-Account for all Tranches of
Class B Notes pursuant to Section 3.12; and
(iii) third, the amount available after the applications in
clauses (i) and (ii) above will be allocated to the Class C Notes, pro
rata based on the ratio of (A) the amount targeted to be deposited
into the Principal Funding Sub-Account for such Tranche of Class C
Notes pursuant to Section 3.12, to (B) the aggregate amount targeted
to be deposited into the Principal Funding Sub-Account for all
Tranches of Class C Notes pursuant to Section 3.12.
(c) Reallocation of Deposits to the Principal Funding Sub-Account of
any Subordinated Tranche of CHASEseries Notes. If the restrictions of
subsection 3.17(a) prevent the deposit of CHASEseries Available Principal
Collections into the Principal Funding Sub-Account of any Subordinated Tranche
of CHASEseries Notes, the aggregate amount of CHASEseries Available Principal
Collections available to make the targeted deposit for such Subordinated
Tranche will be allocated first, if applicable, to each Tranche of Class A
Notes pro rata based on the ratio of (A) the Required Subordinated Amount with
respect to such Subordinated Class of CHASEseries Notes for such Tranche of
Class A Notes to (B) the Required Subordinated Amount with respect to such
Subordinated Class of CHASEseries Notes for all Tranches of Class A Notes and,
second, if applicable, to each Tranche of Class B Notes pro rata based on the
ratio of (A) the Required Subordinated Amount with respect to such Subordinated
Class of CHASEseries Notes for such Tranche of Class B Notes to (B) the
Required Subordinated Amount with respect to such Subordinated Class of
CHASEseries Notes for all Tranches of Class B Notes.
Section 3.14 Amounts to be Treated as CHASEseries Available Principal
Collections; Payments Received from Derivative Counterparties for Principal;
Other Deposits to Principal Funding Sub-Accounts. The following deposits and
payments will be made on the following dates:
(a) Amounts to be Treated as CHASEseries Available Principal
Collections. In addition to Available Principal Collections allocated to the
CHASEseries pursuant to Section 3.3 of the Asset Pool One Supplement and
Section 3.08 hereof, any Shared Excess Available Principal Collections
allocated to the CHASEseries pursuant to Section 3.28 and any amounts to be
treated as CHASEseries Available Principal Collections pursuant to any Terms
Document, the following amounts shall be treated as CHASEseries Available
Principal Collections for application in accordance with this Article III with
respect to any Monthly Period:
(i) CHASEseries Available Finance Charge Collections.
CHASEseries Available Principal Collections will include CHASEseries
Available Finance Charge Collections to be treated as CHASEseries
Available Principal Collections pursuant to subsection 3.02(c) or
3.02(d).
(ii) Dollar Payments from Derivative Counterparties for
Principal. Dollar payments received under Derivative Agreements for
principal for any Tranche of CHASEseries Notes will be treated as
CHASEseries Available Principal Collections.
(b) Payments Received from Derivative Counterparties. Payments
received under Derivative Agreements for CHASEseries Notes with principal
payable in a Foreign Currency will be applied as specified in the applicable
Terms Document.
(c) Class C Reserve Sub-Account. Withdrawals made from the Class C
Reserve Sub-Account for any Tranche of Class C Notes pursuant to subsection
3.25(b) will be deposited into the applicable Principal Funding Sub-Account on
the applicable Note Transfer Date.
(d) Sale Proceeds. Sales Proceeds received pursuant to subsection
3.22(c)(i) for any Tranche of CHASEseries Notes will be deposited into the
applicable Principal Funding Sub-Account on the date of receipt by the Issuer.
(e) Issuance Proceeds. If any Tranche of CHASEseries Notes remains
Outstanding after its Scheduled Principal Payment Date, issuance proceeds
received pursuant to the issuance of a new Tranche of CHASEseries Notes will be
deposited into the applicable Principal Funding Sub-Account on the date of
receipt by the Issuer and applied to pay the Outstanding Dollar Principal
Amount of such Tranche of CHASEseries Notes on the next succeeding Principal
Payment Date for such Tranche of CHASEseries Notes; provided, that the Servicer
may, upon five Business Days' prior written notice to the Indenture Trustee,
specify a special Principal Payment Date and Interest Payment Date which may
occur on any Business Day and on which the Outstanding Dollar Principal Amount
and all accrued and unpaid interest through such date shall be paid on the
Notes.
Section 3.15 Withdrawals from Interest Funding Account. Withdrawals
made pursuant to this Section 3.15 with respect to any Tranche of CHASEseries
Notes will be made from the Interest Funding Sub-Account established for that
Tranche only after all allocations and reallocations have been made pursuant to
Sections 3.03, 3.04, 3.05 and 3.09. In no event will the aggregate amount of
the withdrawals from an Interest Funding Sub-Account for any month be more than
the amount on deposit in the applicable Interest Funding Sub-Account. A single
Tranche of CHASEseries Notes may be entitled to more than one of the following
withdrawals in any month.
(a) Withdrawals for CHASEseries Dollar Notes. On each Interest Payment
Date (or as specified in the applicable Terms Document) with respect to each
Tranche of CHASEseries Dollar Notes, an amount equal to the interest due on the
applicable Tranche of CHASEseries Notes on such Interest Payment Date
(including any overdue interest payments and additional interest on overdue
interest payments with respect to prior Interest Payment Dates) will be
withdrawn from that Interest Funding Sub-Account and remitted to the applicable
Paying Agent(s) or as otherwise provided in the applicable Terms Document.
(b) Withdrawals for Foreign Currency Notes with a non-Performing
Derivative Agreement for Interest. On each Interest Payment Date (or as
specified in the applicable Terms Document) with respect to a Tranche of
CHASEseries Foreign Currency Notes that has a non-Performing Derivative
Agreement for interest, the amount specified in the applicable Terms Document
will be withdrawn from that Interest Funding Sub-Account and, if so specified
in the applicable Terms Document, converted to the applicable Foreign Currency
at the Spot Exchange Rate and remitted to the applicable Paying Agent(s) or as
otherwise provided in the applicable Terms Document.
(c) Withdrawals for CHASEseries Discount Notes. On each applicable
Monthly Principal Accrual Date, with respect to each Tranche of CHASEseries
Discount Notes, an amount equal to the amount of the accretion of principal of
that Tranche of CHASEseries Notes from the prior Monthly Principal Accrual Date
(or, in the case of the first Principal Payment Date, the date of issuance of
that Tranche) to but excluding the applicable Monthly Principal Accrual Date
will be withdrawn from that Interest Funding Sub-Account and, first, deposited
in the Excess Funding Account for Asset Pool One until the Asset Pool One
Transferor Amount for the prior Monthly Period equals or exceeds the Asset Pool
One Required Transferor Amount for the prior Monthly Period and the Asset Pool
One Pool Balance for such prior Monthly Period equals or exceeds the Asset Pool
One Minimum Pool Balance for such prior Monthly Period, and then paid to the
applicable Transferor.
(d) Withdrawals for Payments to Derivative Counterparties. On each
date on which a payment is required to be made to the Derivative Counterparty
under the applicable Derivative Agreement (or as specified in the applicable
Terms Document) with respect to any Tranche of CHASEseries Notes which has a
Performing or non-Performing Derivative Agreement for interest, an amount equal
to the amount of the payment to be made to the Derivative Counterparty under
the applicable Derivative Agreement (including, if applicable, any overdue
interest payments and any additional interest on overdue interest payments)
will be withdrawn from that Interest Funding Sub-Account and paid to the
applicable Derivative Counterparty or as otherwise provided in the applicable
Terms Document.
(e) Excess Amounts. After payment in full of any Tranche of
CHASEseries Notes, any amount remaining on deposit in the applicable Interest
Funding Sub-Account will be first, to the extent needed, allocated among and
deposited to the Interest Funding Sub-Account of the Tranches of CHASEseries
Notes in the manner, order and priority set forth in subsection 3.04(b),
second, to the extent needed, allocated among and deposited to the Principal
Funding Sub-Account of the Tranches of CHASEseries Notes in the manner, order
and priority set forth in subsection 3.13(b), and third, paid to the applicable
Transferor.
If the aggregate amount available for withdrawal from an Interest
Funding Sub-Account for any Tranche of CHASEseries Notes in a Monthly Period is
less than all withdrawals required to be made from that Interest Funding
Sub-Account for that Tranche in a Monthly Period after giving effect to all
deposits, then the amounts on deposit in that Interest Funding Sub-Account will
be withdrawn and, if payable to more than one Person, applied pro rata based on
the amount of each of the withdrawals required to be made.
Section 3.16 Withdrawals from Principal Funding Account. Withdrawals
made pursuant to this Section 3.16 with respect to any Tranche of CHASEseries
Notes will be made from the Principal Funding Sub-Accounts established for that
Tranche only after all allocations have been made pursuant to Sections 3.12,
3.13 and 3.14. In no event will the amount of the withdrawal for any Tranche of
CHASEseries be more than the amount on deposit in the applicable Principal
Funding Sub-Account. A single Tranche of CHASEseries Notes may be entitled to
more than one of the following withdrawals with respect to any Monthly Period.
(a) Withdrawals for CHASEseries Dollar Notes with no Derivative
Agreement for Principal. On each applicable Principal Payment Date (or as
specified in the applicable Terms Document) with respect to each Tranche of
CHASEseries Dollar Notes which has no Derivative Agreement for principal, an
amount equal to the principal due on the applicable Tranche of CHASEseries
Notes on the applicable Principal Payment Date will be withdrawn from such
Principal Funding Sub-Account and remitted to the applicable Paying Agent(s) or
as otherwise provided by the applicable Terms Document.
(b) Withdrawals for Dollar or Foreign Currency Notes with Performing
Derivative Agreements for Principal. On each date on which a payment is
required under the applicable Derivative Agreement (or as specified in the
applicable Terms Document) with respect to any Tranche of CHASEseries Notes
which has a Performing Derivative Agreement for principal, an amount equal to
the amount of the payment to be made under the applicable Derivative Agreement
will be withdrawn from such Principal Funding Sub-Account and paid to the
applicable Derivative Counterparty or as otherwise provided by the applicable
Terms Document. The Issuer will direct the applicable Derivative Counterparty
to remit its payments under the applicable Derivative Agreement to the
applicable Paying Agent(s) or as otherwise provided by the applicable Terms
Document.
(c) Withdrawals for CHASEseries Dollar Notes with a non-Performing
Derivative Agreement for Principal. On each applicable Principal Payment Date
(or as specified in the applicable Terms Documents) with respect to each
Tranche of CHASEseries Dollar Notes with a non-Performing Derivative Agreement
for principal, the amount specified in the applicable Terms Document will be
withdrawn from such Principal Funding Sub-Account, converted based on the
applicable Spot Exchange Rate and remitted to the applicable Paying Agent(s) or
as otherwise provided by the applicable Terms Document.
(d) Withdrawals for Foreign Currency Notes with non-Performing
Derivative Agreements for Principal. On each Principal Payment Date (or as
specified in the applicable Terms Document) with respect to a Tranche of
CHASEseries Foreign Currency Notes that has a non-Performing Derivative
Agreement for principal, the amount specified in the applicable Terms Document
will be withdrawn from such Sub-Account and, if so specified in the applicable
Terms Document, converted to the applicable Foreign Currency at the Spot
Exchange Rate and remitted to the applicable Paying Agent(s) or as otherwise
provided by the applicable Terms Document. Any excess dollar amount will be
retained on deposit in the applicable Principal Funding Sub-Account to be
applied to make principal payments on following Principal Payment Dates.
(e) Withdrawal of Prefunding Excess Amounts. If the Issuer on any date
determines with respect to any Class of Class A Notes or Class B Notes that,
after giving effect to all issuances, deposits, allocations, reimbursements,
reallocations and payments on such date, the Prefunding Excess Amount of that
Class is greater than zero, that amount will be withdrawn by the Servicer from
the Principal Funding Sub-Account of that Class of CHASEseries Notes and first,
allocated among and deposited to the Principal Funding Sub-Account of the
Tranches of CHASEseries Notes in the manner, order and priority set forth in
subsection 3.13(b), second, deposited in the Excess Funding Account for Asset
Pool One until the Asset Pool One Transferor Amount for the prior Monthly
Period equals or exceeds the Asset Pool One Required Transferor Amount for the
prior Monthly Period and the Asset Pool One Pool Balance for such prior Monthly
Period equals or exceeds the Asset Pool One Minimum Pool Balance for such prior
Monthly Period and, third, paid to the applicable Transferor in respect of the
Monthly Period in which such withdrawal occurs; provided, however, that subject
to the conditions set forth in Section 3.1 of the Asset Pool One Supplement,
the Servicer need not make such deposit or payment until the First Note
Transfer Date following such Monthly Period.
(f) Legal Maturity Date. On the Legal Maturity Date of any Tranche of
CHASEseries Notes, after giving effect to any deposits, allocations,
reimbursements, reallocations, sales of Collateral or other payments to be made
on that date, amounts on deposit in the Principal Funding Sub-Account of any
Tranche of a Subordinated Class of CHASEseries Notes may be applied to pay
principal of that Tranche, to make a payment under a Derivative Agreement with
respect to principal of that Tranche or to make other payments as specified in
the related Terms Document.
(g) Excess Amounts. Upon payment in full of any Tranche of CHASEseries
Notes, any remaining amount on deposit in the applicable Principal Funding
Sub-Account will be first, allocated among and deposited to the Interest
Funding Sub-Account of the Tranches of CHASEseries Notes in the manner, order
and priority set forth in subsection 3.04(b), second, allocated among and
deposited to the Principal Funding Sub-Account of the Tranches of CHASEseries
Notes in the manner, order and priority set forth in subsection 3.13(b), and
third, paid to the applicable Transferor.
If the aggregate amount available for withdrawal from a Principal
Funding Sub-Account for any Tranche of CHASEseries Notes is less than all
withdrawals required to be made from that Principal Funding Sub-Account for
that Tranche with respect to a Monthly Period, after giving effect to all
deposits to be made with respect to such Monthly Period, then the amounts on
deposit will be withdrawn and, if payable to more than one Person, applied pro
rata based on the amounts of the withdrawals required to be made.
Section 3.17 Limit on Deposits to the Principal Funding Sub-Account of
Subordinated Class of CHASEseries Notes; Limit on Repayments of all Tranches.
(a) Limit on Deposits to the Principal Funding Sub-Account of
Subordinated Class of CHASEseries Notes.
(i) No CHASEseries Available Principal Collections will be
deposited in the Principal Funding Sub-Account of any Tranche of Class
B Notes unless, following such deposit, the available subordinated
amount of Class B Notes is at least equal to the aggregate Class A
Unused Subordinated Amount of Class B Notes for all Outstanding Class
A Notes. For this purpose, the available subordinated amount of Class
B Notes is equal to the aggregate Nominal Liquidation Amount of all
other Class B Notes of the CHASEseries which will be Outstanding after
giving effect to any reductions in the Nominal Liquidation Amount of
all such Outstanding Class B Notes occurring in such Monthly Period.
(ii) No CHASEseries Available Principal Collections will be
deposited in the Principal Funding Sub-Account of any Tranche of Class
C Notes unless, following such deposit, (A) the available subordinated
amount of Class C Notes is at least equal to the Class B Unused
Subordinated Amount of Class C Notes for all Outstanding Class B Notes
and (B) the available subordinated amount of Class C Notes is at least
equal to the Class A Unused Subordinated Amount of Class C Notes for
all Outstanding Class A Notes. For this purpose, the available
subordinated amount of Class C Notes is equal to the aggregate Nominal
Liquidation Amount of all other Class C Notes of the CHASEseries which
will be Outstanding after giving effect to any reductions in the
Nominal Liquidation Amount of all such Outstanding Class C Notes
occurring in such Monthly Period.
(iii) Notwithstanding anything in the Indenture or this
Indenture Supplement to the contrary, CHASEseries Available Principal
Collections will be deposited in the Principal Funding Sub-Account of
a Subordinated Class of CHASEseries Notes, if and only to the extent
that (A) such deposit is not contrary to clause (a)(i) or (a)(ii)
above and (B) the Prefunding Target Amount for each Senior Class of
CHASEseries Notes is zero or the Prefunding Target Amount has been
funded to the extent necessary for such Note Transfer Date.
(b) Limit on Repayments of all Tranches. No amounts on deposit in a
Principal Funding Sub-Account of any Tranche of Class A Notes or Class B Notes
will be applied to pay principal of that Tranche or to make a payment under a
Derivative Agreement with respect to principal of that Tranche in excess of the
highest Outstanding Dollar Principal Amount of that Tranche (or, in the case of
CHASEseries Foreign Currency Notes, such other amount that may be specified in
the related Terms Document). In the case of any Tranche of Class C Notes, no
amounts on deposit in a Principal Funding Sub-Account or, if applicable, a
Class C Reserve Sub-Account for any such Tranche will be applied to pay
principal of that Tranche or to make a payment under a Derivative Agreement
with respect to principal of that Tranche in excess of the highest Outstanding
Dollar Principal Amount of that Tranche (or, in the case of CHASEseries Foreign
Currency Notes, such other amount that may be specified in the related Terms
Document).
Section 3.18 Calculation of Nominal Liquidation Amount. On the date of
issuance of a Tranche of CHASEseries Notes and on each Business Day thereafter,
the Nominal Liquidation Amount of each Tranche of Outstanding Notes in the
CHASEseries shall be the following amount:
(a) as of the date of issuance of such Tranche of CHASEseries Notes,
the Initial Dollar Principal Amount of such Tranche of CHASEseries Notes; and
(b) thereafter, the sum of, without duplication:
(i) the Nominal Liquidation Amount of such Tranche of
CHASEseries Notes determined on the immediately prior date of
determination; plus
(ii) with respect to any Tranche of CHASEseries Discount
Notes, the aggregate amount of any accretions of principal on that
Tranche since the prior date of determination; plus
(iii) the aggregate amount withdrawn from the Principal
Funding Sub-Account pursuant to subsection 3.16(e) for such Tranche
since the prior date of determination; plus
(iv) such Tranche's allocable share of all reimbursements of
its Nominal Liquidation Amount Deficit pursuant to subsection 3.02(d)
since the prior date of determination determined as set forth in
Section 3.07; plus
(v) the aggregate initial principal amount of any additional
Notes of such Tranche of CHASEseries Notes issued after the initial
issuance date for such Tranche of CHASEseries Notes; minus
(vi) such Tranche's allocable share of all reallocations of
CHASEseries Available Principal Collections pursuant to Section 3.09
since the prior date of determination, determined as set forth in
Section 3.11; minus
(vii) the amount of the reduction of the Nominal Liquidation
Amount of such Tranche resulting from an allocation of Investor
Charge-Offs since the prior date of determination, determined as set
forth in Section 3.06; minus
(viii) the amount deposited in the applicable Principal
Funding Sub-Account for such Tranche (after giving effect to any
deposits, allocations, reallocations or withdrawals to be made on that
day) since the prior date of determination;
provided, however, that (1) the Nominal Liquidation Amount of a Tranche of
CHASEseries Notes may never be less than zero, (2) the Nominal Liquidation
Amount of any Tranche of CHASEseries Notes may never be greater than the
Adjusted Outstanding Dollar Principal Amount of such Tranche and (3) the
Nominal Liquidation Amount of any Tranche of CHASEseries Notes that has caused
a sale of Collateral pursuant to Section 3.22 or which has reached its Legal
Maturity Date will be zero.
The Nominal Liquidation Amount for the CHASEseries will be the sum of
the Nominal Liquidation Amounts of all of the Tranches of CHASEseries Notes.
Section 3.19 [Reserved]
Section 3.20 Netting of Deposits and Payments. The Servicer, on behalf
of the Issuer, may, in its sole discretion, make all deposits to Interest
Funding Sub-Accounts and Principal Funding Sub-Accounts pursuant to Sections
3.03 and 3.12 with respect to any Monthly Period net of, and after giving
effect to, (a) all reallocations to be made pursuant to Section 3.09 and (b)
all payments to be made to Derivative Counterparties pursuant to Sections 3.15
and 3.16.
Section 3.21 Pro Rata Payments within a Tranche. All payments of
principal, interest or other amounts to Holders of the CHASEseries Notes of a
single Tranche will be made pro rata based on the Nominal Liquidation Amount of
their Notes.
Section 3.22 Sale of Collateral for Notes that are Accelerated or
Reach Legal Maturity.
(a) (i) If a Tranche of CHASEseries Notes has been accelerated
pursuant to Section 6.02 of the Indenture following an Event of Default, the
Indenture Trustee may, and at the direction of the Holders of more than
66 2/3% of the Outstanding Dollar Principal Amount of that Tranche of
CHASEseries Notes will, cause the Collateral Agent for Asset Pool One to sell
Collateral (or interests therein) pledged to Asset Pool One in a principal
amount up to 105% of the Nominal Liquidation Amount of the affected Tranche
(but not more than an amount of Collateral equal to the sum of (1) the product
of (A) the Asset Pool One Transferor Percentage, (B) the aggregate outstanding
Asset Pool One Pool Balance and (C) a fraction, the numerator of which is the
CHASEseries Floating Allocation Percentage and the denominator of which is the
sum of the Noteholder Percentages for the allocation of Asset Pool One Finance
Charge Collections for all Series of Asset Pool One Notes, and (2) the Nominal
Liquidation Amount of the affected Tranche); provided, however, that none of
the Transferor, any Affiliate of the Transferor or any agent of the Transferor
shall be permitted to purchase Collateral in such case or to participate in
such vote whether as a Noteholder or otherwise.
(ii) Such a sale will be permitted only if at least one of
the following conditions is met:
(A) the Holders of more than 90% of the aggregate
Outstanding Dollar Principal Amount of the accelerated
Tranche of CHASEseries Notes consent; or
(B) the net proceeds of such sale (plus amounts on
deposit in the applicable Sub-Accounts and payments to be
received from any applicable Derivative Agreement) would be
sufficient to pay all amounts due on the accelerated Tranche
of CHASEseries Notes; or
(C) if the Indenture Trustee determines that the
funds to be allocated to the accelerated Notes, including (1)
CHASEseries Available Finance Charge Collections and
CHASEseries Available Principal Collections allocable to the
accelerated Tranche of CHASEseries Notes, (2) payments to be
received from any applicable Derivative Agreement and (3)
amounts on deposit in the applicable Sub-Accounts, may not be
sufficient on an ongoing basis to make all payments on the
accelerated Tranche of CHASEseries Notes as such payments
would have become due if such obligations had not been
declared due and payable, and the Holders of more than 66 2/3%
of the aggregate Outstanding Dollar Principal Amount of Notes
of the accelerated Tranche of CHASEseries Notes consent to
the sale.
(iii) In the case of an acceleration of a Tranche of
CHASEseries Notes of a Subordinated Class, if the provisions of
Section 3.17 would prevent the payment of the accelerated Tranche of
subordinated Notes, such sale will be delayed until a level of
prefunding of the Principal Funding Sub-Accounts for the Senior
Classes of CHASEseries Notes has been reached such that the amount of
such accelerated Tranche is no longer required to provide
subordination for the Senior Classes of CHASEseries Notes.
(b) If the Nominal Liquidation Amount with respect to any Tranche of
CHASEseries Notes is greater than zero on its Legal Maturity Date (after giving
effect to any adjustments, deposits and distributions otherwise to be made on
that Legal Maturity Date), the Collateral Agent for Asset Pool One shall sell
or cause to be sold Collateral (or interests therein) pledged to Asset Pool One
on that Legal Maturity Date in an amount up to 105% of the Nominal Liquidation
Amount of such Tranche of the CHASEseries Notes at the close of business on
such date (but not more than an amount of Collateral equal to the sum of (1)
the product of (A) the Asset Pool One Transferor Percentage, (B) the aggregate
outstanding Asset Pool One Pool Balance and (C) a fraction, the numerator of
which is the CHASEseries Floating Allocation Percentage and the denominator of
which is the sum of the Noteholder Percentages for the allocation of Asset Pool
One Finance Charge Collections for all Series of Asset Pool One Notes, and (2)
the Nominal Liquidation Amount of the affected Tranche); provided, however,
that none of the Transferor, any Affiliate of the Transferor or any agent of
the Transferor shall be permitted to purchase Collateral in such case or to
participate in such vote whether as a Noteholder or otherwise.
Upon the occurrence of such sale, the Nominal Liquidation Amount of
such Tranche of CHASEseries Notes shall be automatically reduced to zero and
Available Principal Collections and Available Finance Charge Collections shall
no longer be allocated to such Tranche of CHASEseries Notes. Noteholders of
such Tranche of CHASEseries Notes shall receive the proceeds of such sale in an
amount not to exceed the Outstanding Dollar Principal Amount of, plus any
accrued, past due and additional interest on, such Tranche of CHASEseries
Notes.
(c) Sales proceeds received with respect to a Tranche of CHASEseries
Notes pursuant to clause (a) or (b) will be allocated in the following
priority:
(i) first, to be deposited in the Principal Funding
Sub-Account for that Tranche of CHASEseries Notes, an amount up to the
amount that would be necessary to increase the aggregate amount on
deposit in such Sub-Account to the Outstanding Dollar Principal Amount
for such Tranche of CHASEseries Notes (notwithstanding any limitation
in Section 3.12 to the contrary); and
(ii) second, to be deposited in the Interest Funding
Sub-Account of that Tranche of CHASEseries Notes, the balance of such
sales proceeds.
(d) Any amount remaining on deposit in the Interest Funding
Sub-Account for a Tranche of CHASEseries Notes that has caused a sale of
Collateral pursuant to this Section 3.22 after final payment thereof pursuant
to Section 6.03 of the Indenture, will be treated as CHASEseries Available
Finance Charge Collections.
Section 3.23 Calculation of Prefunding Target Amount.
(a) With respect to all Tranches of Class A Notes, the Prefunding
Target Amount means the greater of the amount computed under clause (i) or (ii)
for the applicable Monthly Period:
(i) The Prefunding Target Amount for Tranches of Class A
Notes with respect to Class B Notes for any Monthly Period is equal to
an amount, not less than zero, equal to the product of (x) the
aggregate Adjusted Outstanding Dollar Principal Amount of Class A
Notes as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be
made on any Note Transfer Date in the immediately succeeding Monthly
Period) times (y) one minus a fraction (which shall not exceed one)
the numerator of which is the aggregate Adjusted Outstanding Dollar
Principal Amount of all Tranches of Outstanding Class B Notes (taking
into consideration any deposits or withdrawals to be made on any Note
Transfer Date in the immediately succeeding Monthly Period) (other
than Tranches which have (A) had Early Amortization Events or other
mandatory or optional redemption events in which such Tranches are to
be redeemed in full in or with respect to any preceding Monthly
Period, (B) had Events of Default in or with respect to any preceding
Monthly Period, or (C) reached or are expected to reach their final or
only Scheduled Principal Payment Date in or with respect to the
current Monthly Period or any earlier Monthly Period) and the
denominator of which is the aggregate amount of the Class A Required
Subordinated Amount of Class B Notes for all Tranches of Class A Notes
which are Outstanding as of the close of business on the last day of
such Monthly Period (taking into consideration any deposits or
withdrawals to be made on any Note Transfer Date in the immediately
succeeding Monthly Period).
(ii) The Prefunding Target Amount for Tranches of Class A
Notes with respect to Class C Notes for any Monthly Period is equal to
an amount, not less than zero, equal to the product of (x) the
aggregate Adjusted Outstanding Dollar Principal Amount of Class A
Notes as of the close of business on the last day of such Monthly
Period (taking into consideration any deposits or withdrawals to be
made on any Note Transfer Date in the immediately succeeding Monthly
Period) times (y) one minus a fraction (which shall not exceed one)
the numerator of which is the aggregate Adjusted Outstanding Dollar
Principal Amount of all Tranches of Outstanding Class C Notes (taking
into consideration any deposits or withdrawals to be made on any Note
Transfer Date in the immediately succeeding Monthly Period) (other
than Tranches which have (A) had Early Amortization Events or other
mandatory or optional redemption events in which such Tranches are to
be redeemed in full in or with respect to any preceding Monthly
Period, (B) had Events of Default in or with respect to any preceding
Monthly Period, or (C) reached or are expected to reach their final or
only Scheduled Principal Payment Date in or with respect to the
current Monthly Period or any earlier Monthly Period) and the
denominator of which is the aggregate amount of the Class A Required
Subordinated Amount of Class C Notes for all Tranches of Class A Notes
which are Outstanding as of the close of business on the last day of
such Monthly Period (taking into consideration any deposits or
withdrawals to be made on any Note Transfer Date in the immediately
succeeding Monthly Period).
(b) With respect to all Tranches of Class B Notes, the Prefunding
Target Amount means with respect to Class C Notes for any Monthly Period an
amount, not less than zero, equal to the product of (x) the aggregate Adjusted
Outstanding Dollar Principal Amount of Class B Notes as of the close of
business on the last day of such Monthly Period (taking into consideration any
deposits or withdrawals to be made on any Note Transfer Date in the immediately
succeeding Monthly Period) times (y) one minus a fraction (which shall not
exceed one) the numerator of which is the aggregate Adjusted Outstanding Dollar
Principal Amount of all Tranches of Outstanding Class C Notes (taking into
consideration any deposits or withdrawals to be made on any Note Transfer Date
in the immediately succeeding Monthly Period) (other than Tranches which have
(A) had Early Amortization Events or other mandatory or optional redemption
events in which such Tranches are to be redeemed in full in or with respect to
any preceding Monthly Period, (B) had Events of Default in or with respect to
any preceding Monthly Period, or (C) reached or are expected to reach their
final or only Scheduled Principal Payment Date in or with respect to the
current Monthly Period or any earlier Monthly Period) and the denominator of
which is the aggregate amount of the Class B Required Subordinated Amount of
Class C Notes for all Tranches of Class B Notes which are Outstanding as of the
close of business on the last day of such Monthly Period (taking into
consideration any deposits or withdrawals to be made on any Note Transfer Date
in the immediately succeeding Monthly Period).
(c) On any day during any Monthly Period on which the Prefunding
Target Amount for any Tranche of senior notes first exceeds zero, the Issuer
will apply Segregated CHASEseries Finance Charge Collections, as set forth in
subsection 3.05(a)(i).
Section 3.24 Targeted Deposits to the Class C Reserve Account.
(a) The aggregate deposit targeted to be made to the Class C Reserve
Account with respect to each Monthly Period is an amount equal to the sum of
Class C Reserve Sub-Account deposits, if any, targeted to be made for each
specified Tranche of Class C Notes on the applicable Note Transfer Date in the
immediately succeeding Monthly Period. The amount of any such deposit, the
aggregate amount targeted to be on deposit after giving effect to any such
deposit and the circumstances that require that a deposit be made will be set
forth in the Terms Document for such Tranche of Class C Notes. Unless another
time is specified for making such deposits in the Terms Document for each such
Tranche of Class C Notes, these deposits will be made on each applicable Note
Transfer Date for that Tranche of Class C Notes.
(b) If, as determined on each Determination Date, the amount of funds
which will be available on the applicable Note Transfer Date for a Tranche of
Class C Notes pursuant to subsection 3.02(e) is at least equal to the aggregate
amount of the deposits targeted by clause (a) above, then the full amount of
each such deposit will be made.
(c) If, as determined on each Determination Date, the amount of funds
which will be available on the applicable Note Transfer Date for a Tranche of
Class C Notes pursuant to subsection 3.02(e) is less than the aggregate amount
of deposits targeted by clause (a) above, then the amount available will be
allocated to each Tranche of Class C Notes to the extent of its targeted
deposit to the applicable Class C Reserve Sub-Account pro rata based on the
ratio of the Nominal Liquidation Amount of that Tranche used in the CHASEseries
Floating Allocation Percentage for the immediately preceding Monthly Period to
the Nominal Liquidation Amount of all Tranches of Class C Notes used in the
CHASEseries Floating Allocation Percentage for the immediately preceding
Monthly Period that have a targeted deposit to its respective Class C Reserve
Sub-Account; provided, however, that any excess identified in this clause (c),
including in the application of this proviso, will be further allocated to each
Tranche of Class C Notes which has a remaining targeted deposit to its Class C
Reserve Sub-Account up to the amount of such remaining targeted deposit pro
rata based on the ratio of the Nominal Liquidation Amount of such Tranche of
Class C Notes used in the CHASEseries Floating Allocation Percentage for the
immediately preceding Monthly Period to the Nominal Liquidation Amount of all
Tranches of Class C Notes used in the CHASEseries Floating Allocation
Percentage for the immediately preceding Monthly Period.
Section 3.25 Withdrawals from the Class C Reserve Account. Withdrawals
for any Tranche of Class C Notes will be made from the applicable Class C
Reserve Sub-Account as specified below.
(a) Payments of Interest; Payments with Respect to Derivative
Agreements for Interest, Accretion on CHASEseries Discount Notes. If the amount
on deposit in the Interest Funding Sub-Account for any Tranche of Class C Notes
is insufficient to pay in full the amounts for which withdrawals are required
under Section 3.15, on the Note Transfer Date for a Tranche of Class C Notes,
an amount equal to that deficiency will be withdrawn from the Class C Reserve
Sub-Account for such Tranche and deposited into that Interest Funding
Sub-Account.
(b) Payments of Principal; Payments with Respect to Derivative
Agreements for Principal. If, on and after the earliest to occur of (i) the
date on which any Tranche of Class C Notes is accelerated pursuant to Section
6.02 of the Indenture following an Event of Default and acceleration of
maturity with respect to such Tranche, (ii) any date on or after the Note
Transfer Date related to the Scheduled Principal Payment Date for such Tranche
of Class C Notes on which the amount on deposit in the Principal Funding
Sub-Account for any Tranche of Class C Notes plus the aggregate amount on
deposit in the Class C Reserve Sub-Account for such Tranche of Class C Notes
equals or exceeds the Outstanding Dollar Principal Amount of such Class C Notes
and (iii) the Legal Maturity Date for any Tranche of Class C Notes, the amount
on deposit in the Principal Funding Sub-Account for any Tranche of Class C
Notes is insufficient to pay in full the amounts for which withdrawals are
required under Section 3.16, an amount equal to that deficiency will be
withdrawn from that Class C Reserve Sub-Account for such Tranche of Class C
Notes and deposited into that Principal Funding Sub-Account on the Note
Transfer Date for such Tranche of Class C Notes relating to the date of the
applicable withdrawal required pursuant to Section 3.16.
(c) Withdrawal of Excess Amounts. If on any Note Transfer Date for a
Tranche of Class C Notes with respect to which no Class C Notes have been
accelerated, the aggregate amount on deposit in any Class C Reserve Sub-Account
exceeds the amount required to be on deposit in such Class C Reserve
Sub-Account, the amount of such excess will be withdrawn from the Class C
Reserve Sub-Account and first, allocated among and deposited to the other Class
C Reserve Sub-Accounts of the Tranches of Class C Notes in the manner, order
and priority set forth in subsection 3.24(c), and then, paid to the Issuer.
Upon payment in full of any Tranche of Class C Notes, any amount on deposit in
the applicable Class C Reserve Sub-Account will be applied in accordance with
the preceding sentence.
Section 3.26 Computation of Interest. Unless otherwise provided as
contemplated in Section 3.01 of the Indenture, (i) interest on the CHASEseries
Notes computed at a fixed rate will be calculated on the basis of a 360-day
year of twelve 30-day months, as set forth more completely in the applicable
Terms Document, and (ii) interest on the CHASEseries Notes computed on the
basis of a floating or periodic rate will be calculated on the basis of the
actual number of days elapsed from and including the preceding Interest Payment
Date to but excluding the current Interest Payment Date and a 360-day year.
Section 3.27 Shared Excess Available Finance Charge Collections and
Unapplied Master Trust Level Excess Finance Charge Collections.
(a) The CHASEseries shall be included in Shared Excess Available
Finance Charge Collections Group A for the purpose of sharing Shared Excess
Available Finance Charge Collections. Shared Excess Available Finance Charge
Collections Group A may include Series secured by the collateral in Asset Pools
other than Asset Pool One. Shared Excess Available Finance Charge Collections
allocable to the CHASEseries with respect to any Monthly Period shall be
treated as CHASEseries Available Finance Charge Collections with respect to
such Monthly Period and applied on the First Note Transfer Date in the
immediately succeeding Monthly Period.
(b) Unless otherwise provided pursuant to the terms of Section 3.12 of
the Indenture, Shared Excess Available Finance Charge Collections with respect
to any Monthly Period shall be shared within Shared Excess Available Finance
Charge Collections Group A to cover the applicable Series Available Finance
Charge Collections Shortfalls for such Monthly Period, if any, and applied on
the applicable Note Transfer Date in the immediately succeeding Monthly Period
for each Series included in Shared Excess Available Finance Charge Collections
Group A for such Monthly Period. Shared Excess Available Finance Charge
Collections allocable to the CHASEseries with respect to each Monthly Period
shall mean an amount equal to the Series Available Finance Charge Collections
Shortfall, if any, with respect to the CHASEseries for each Monthly Period;
provided, however, that if the aggregate amount of Shared Excess Available
Finance Charge Collections for all Shared Excess Available Finance Charge
Collections Series in Shared Excess Available Finance Charge Collections Group
A for each Monthly Period is less than the Aggregate Series Available Finance
Charge Collections Shortfall for such Monthly Period, then Shared Excess
Available Finance Charge Collections allocable to the CHASEseries with respect
to such Monthly Period shall equal the product of (i) Shared Excess Available
Finance Charge Collections for all Shared Excess Available Finance Charge
Collections Series in Shared Excess Available Finance Charge Collections Group
A for such Monthly Period and (ii) a fraction, the numerator of which is the
Series Available Finance Charge Collections Shortfall with respect to the
CHASEseries for such Monthly Period and the denominator of which is the
Aggregate Series Available Finance Charge Collections Shortfall for all Series
in Shared Excess Available Finance Charge Collections Group A for such Monthly
Period.
(c) To the extent that Shared Excess Available Finance Charge
Collections for any Monthly Period exceed the Aggregate Series Available
Finance Charge Collections Shortfall for such Monthly Period such excess shall
be applied pursuant to Section 3.02(h).
(d) If the Remaining Series Finance Charge Shortfall for such Monthly
Period is greater than zero, Unapplied Master Trust Level Excess Finance Charge
Collections allocated to the CHASEseries pursuant to Section 3.14 of the
Indenture shall be applied to cover any shortfalls in amounts payable pursuant
to Sections 3.02(a) through (f) with respect to such Monthly Period.
Section 3.28 Shared Excess Available Principal Collections.
(a) Shared Excess Available Principal Collections from each Series of
Asset Pool One Notes and the Excess Funding Amount for Asset Pool One shall be
shared among each Series of Asset Pool One Notes, including the CHASEseries.
Shared Excess Available Principal Collections allocable to the CHASEseries with
respect to any Monthly Period shall be treated as CHASEseries Available
Principal Collections for such Monthly Period and applied on the applicable
Note Transfer Date in the immediately succeeding Monthly Period.
(b) Shared Excess Available Principal Collections with respect to any
Monthly Period shall be shared by each Series of Asset Pool One Notes to cover
the applicable Series Available Principal Collections Shortfalls, if any, for
each Series of Asset Pool One Notes for such Monthly Period and applied on the
applicable Note Transfer Date in the immediately succeeding Monthly Period.
Shared Excess Available Principal Collections allocable to the CHASEseries with
respect to any Monthly Period shall mean an amount equal to the Series
Available Principal Collections Shortfall, if any, with respect to the
CHASEseries for such Monthly Period; provided, however, that if the aggregate
amount of Shared Excess Available Principal Collections for all Series of Asset
Pool One Notes for such Monthly Period is less than the Aggregate Series
Available Principal Collections Shortfall for such Monthly Period, then Shared
Excess Available Principal Collections allocable to the CHASEseries with
respect to such Monthly Period shall equal the product of (i) Shared Excess
Available Principal Collections for all Series of Asset Pool One Notes for such
Monthly Period and (ii) a fraction, the numerator of which is the Series
Available Principal Collections Shortfall with respect to the CHASEseries for
such Monthly Period and the denominator of which is the Aggregate Series
Available Principal Collections Shortfall for such Monthly Period.
Section 3.29 Unapplied Master Trust Level Principal Collections.
Following application of Shared Excess Available Principal Collections pursuant
to Section 3.28, if the Remaining Series Principal Shortfall with respect to
any Monthly Period is greater than zero, Unapplied Master Trust Level Principal
Collections allocated to the CHASEseries pursuant to Section 3.15 of the
Indenture shall be applied to cover any shortfalls in amounts payable pursuant
to Section 3.09(e) with respect to such Monthly Period.
Section 3.30 Allocations of Segregated CHASEseries Finance Charge
Collections. Segregated CHASEseries Finance Charge Collections shall be
allocable to cover the Principal Funding Sub-Account Earnings Shortfall, if
any, with respect to each Tranche of CHASEseries Notes for such Monthly Period.
Segregated CHASEseries Finance Charge Collections to be applied for the benefit
of CHASEseries Notes with respect to any Note Transfer Date shall mean an
amount equal to the lesser of (i) the sum of the Principal Funding Sub-Account
Earnings Shortfall for all Tranches of CHASEseries Notes with respect to such
Monthly Period and (ii) the Segregated CHASEseries Finance Charge Collections
for the related Monthly Period.
Section 3.31 Final Payment. Each Class or Tranche of CHASEseries
Notes, as applicable, will be considered to be paid in full, the Holders of
such Class or Tranche of CHASEseries Notes, as applicable, will have no further
right or claim, and the Issuer will have no further obligation or liability
with respect to such Class or Tranche of CHASEseries Notes, as applicable, on
the earliest to occur of:
(a) the date of the payment in full of the Outstanding Dollar
Principal Amount of and all accrued, past due and additional interest on that
Class or Tranche of CHASEseries Notes, as applicable;
(b) the date on which the Outstanding Dollar Principal Amount of such
CHASEseries Notes, after giving effect to all deposits, allocations,
reimbursements, reallocations, sales of Collateral and payments to be made on
such date, is reduced to zero, and all accrued, past due and additional
interest on such CHASEseries Notes is paid in full;
(c) on the Legal Maturity Date of such Class or Tranche of CHASEseries
Notes, after giving effect to all deposits, allocations, reimbursements,
reallocations, sales of Collateral and payments to be made on such date; or
(d) the date on which a sale of assets has taken place with respect to
such Tranche of CHASEseries Notes as set forth in Section 3.22.
[END OF ARTICLE III]
ARTICLE IV
EARLY AMORTIZATION OF NOTES
Section 4.01 Early Amortization Events.
(a) In addition to the events identified as Early Amortization Events
in Section 11.01 of the Indenture, the occurrence of any of the following
events (each, an "Early Amortization Event") will result in an early
amortization event for the CHASEseries Notes:
(i) if the average Excess Spread Percentage for any three
consecutive Monthly Periods is less than the Required Excess Spread
Percentage;
(ii) if (x) the Issuer fails to add additional Collateral to
Asset Pool One or (y) the Invested Amount of an existing Asset Pool
One Collateral Certificate is not increased when either action is
required pursuant to the Asset Pool One Supplement;
(iii) if any Master Owner Trust Servicer Default occurs which
would have a material adverse effect on the CHASEseries Noteholders;
or
(iv) if (x) any Asset Pool One Restriction Event shall have
occurred and (y) (1) the Asset Pool One Pool Balance for the Monthly
Period in which such Asset Pool One Restriction Event shall have
occurred or any Monthly Period thereafter as determined with respect
to each Monthly Period on the following Determination Date, calculated
without giving effect to (I) the Invested Amount of any Asset Pool One
Collateral Certificate with respect to which an Asset Pool One
Restriction Event has occurred and (II) any Asset Pool One Principal
Receivables arising in any Asset Pool One Account with respect to
which an Asset Pool One Restriction Event has occurred, does not equal
or exceed the Asset Pool One Minimum Pool Balance for such Monthly
Period or (2) the Asset Pool One Transferor Amount for the Monthly
Period in which such Asset Pool One Restriction Event shall have
occurred or any Monthly Period thereafter as determined with respect
to each Monthly Period on the following Determination Date, calculated
without giving effect to (I) the Invested Amount of any Asset Pool One
Collateral Certificate with respect to which an Asset Pool One
Restriction Event has occurred and (II) any Asset Pool One Principal
Receivables arising in any Asset Pool One Account with respect to
which an Asset Pool One Restriction Event has occurred, does not equal
or exceed the Asset Pool One Required Transferor Amount for such
Monthly Period, and in each case within 10 days of the applicable
Determination Date the Issuer shall fail to add additional Collateral
to Asset Pool One or increase the Invested Amount of an Asset Pool One
Collateral Certificate in a sufficient amount such that the Asset Pool
One Pool Balance equals or exceeds the Asset Pool One Minimum Pool
Balance for the Monthly Period in which the Asset Pool One Restriction
Event occurred and the Asset Pool One Transferor Amount equals or
exceeds the Asset Pool One Required Transferor Amount for the Monthly
Period in which the Asset Pool One Restriction Event occurred, each as
calculated after giving effect to the reductions specified in clauses
(y)(1)(I) and (y)(1)(II), or (y)(2)(I) and (y)(2)(II) above and after
giving effect to such additions or increases as if made prior to the
close of business on the last day of the applicable Monthly Period.
(b) In addition, the Terms Document for any Tranche of CHASEseries
Notes may list additional events which are "Early Amortization Events" with
respect to such Tranche of CHASEseries Notes.
[END OF ARTICLE IV]
ARTICLE V
BANK ACCOUNTS AND INVESTMENTS
Section 5.01 Bank Accounts.
(a) On or before the date hereof, the Issuer will cause to be
established and maintained three Qualified Bank Accounts denominated as
follows: the "Interest Funding Account," the "Principal Funding Account," and
the "Class C Reserve Account" in the name of the Collateral Agent, bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the CHASEseries Noteholders (or, in the case of the Class C
Reserve Account, for the benefit of the Class C Noteholders). The Interest
Funding Account, the Principal Funding Account and the Class C Reserve Account
constitute Supplemental Bank Accounts and shall be under the sole dominion and
control of the Collateral Agent for the benefit of the CHASEseries Noteholders
(or, in the case of the Class C Reserve Account, for the benefit of the Class C
Noteholders). If, at any time, the institution holding any of the Interest
Funding Account, the Principal Funding Account or the Class C Reserve Account
ceases to be a Qualified Institution, the Issuer will within 10 Business Days
(or such longer period, not to exceed 30 calendar days, as to which each Note
Rating Agency may consent) establish a new Interest Funding Account, Principal
Funding Account or Class C Reserve Account, as the case may be, that is a
Qualified Bank Account and shall transfer any cash and/or investments to such
new Interest Funding Account, Principal Funding Account or Class C Reserve
Account, as the case may be. From the date such new Interest Funding Account,
Principal Funding Account or Class C Reserve Account is established, it will be
the "Interest Funding Account," "Principal Funding Account" or "Class C Reserve
Account," as the case may be. Each Tranche of CHASEseries Notes will have its
own Sub-Account within the Interest Funding Account, the Principal Funding
Account and, in the case of the Class C Notes, the Class C Reserve Account. The
Interest Funding Account, the Principal Funding Account, and the Class C
Reserve Account will receive deposits pursuant to Article III.
(b) Notwithstanding any provision of subsection 4.03(a) of the
Indenture to the contrary, any prefunded amounts on deposit in the Principal
Funding Account will be invested in Permitted Investments that will mature no
later than the following applicable Note Transfer Date.
(c) All payments to be made from time to time by the Indenture Trustee
to Noteholders out of funds in the Interest Funding Account, the Principal
Funding Account or the Class C Reserve Account pursuant to this Indenture
Supplement will be made by the Indenture Trustee to the Paying Agent not later
than 1:00 p.m. New York City time on the applicable Interest Payment Date or
Principal Payment Date but only to the extent of available funds in the
applicable Sub-Account or as otherwise provided in Article III.
(d) On each applicable Note Transfer Date for a Tranche of Class C
Notes, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Note Transfer Date for such Tranche of Class C
Notes on funds on deposit in the Class C Reserve Account will be retained in
the Class C Reserve Account (to the extent that the sum of the amount on
deposit in the Class C Reserve Account with respect to the related Monthly
Period is less than the required balance for the Class C Reserve Account for
that Monthly Period) and the excess, if any, will be paid to the Issuer.
(e) Notwithstanding the definition of "Permitted Investments" in the
Indenture, Permitted Investments in the Class C Reserve Account shall be
required to have a rating from Xxxxx'x and Standard & Poor's of at least "P-2"
and "A-2," respectively, and, if rated by Fitch, at least "F2" from Fitch.
[END OF ARTICLE V]
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
CHASE ISSUANCE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, as Beneficiary and not
in its individual capacity
By:
-------------------------------------
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee and Collateral Agent
for Asset Pool One and not in its individual
capacity
By:
--------------------------------------
Name:
Title:
STATE OF DELAWARE )
) ss:
COUNTY OF CASTLE )
On this __ day of ______, 200_, before me personally came
______________, a _________ of ____________, to me known to be the person
described in and who executed the foregoing instrument, and duly acknowledged
that [he][she] executed the same for the purposes therein contained, and
acknowledged the same to be [his][her] free act and deed.
_____________________________
Name
_____________________________
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On [ ], [ ], before me personally came [ ], to me known, who, being by
me duly sworn, did depose and say that [he][she] resides at [ ]; that [he][she]
is of [ ], one of the parties described in and which executed the above
instrument; that [he][she] knows the corporate seal of said corporation; that
the seal affixed to that instrument is such corporate seal; that it was affixed
by authority of the board of directors of the corporation; and that [he][she]
signed his name thereto by like authority.
_______________________
Name
_______________________
[Notarial Seal]
Exhibit A-1
FORM OF CLASS A NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE CHASE ISSUANCE TRUST, THE CHASE
CREDIT CARD MASTER TRUST, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION OR
THE FIRST USA CREDIT CARD MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE
CHASE ISSUANCE TRUST, THE CHASE CREDIT CARD MASTER TRUST, CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION OR THE FIRST USA CREDIT CARD MASTER TRUST, IN, ANY
BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE
INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.
REGISTERED up to $_________
No. __ CUSIP NO. __________
CHASE ISSUANCE TRUST
[Floating Rate]
CHASEseries CLASS A(200[o]-[o]) NOTE
Chase Issuance Trust, a statutory business trust created under the
laws of the State of Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, subject
to the following provisions, a principal sum of _______________________ payable
on the __________ ____ Payment Date (the "Scheduled Principal Payment Date"),
except as otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and payable on the
_________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue
on this Note at the rate of LIBOR plus _____% per annum, as more specifically
set forth in the Class A(200[o]-[o]) Terms Document, dated as of ________,
200[o] (the "Terms Document"), between the Issuer, the Indenture Trustee and
the Collateral Agent, and shall be due and payable on each Interest Payment
Date from the Monthly Interest Accrual Date in the related Monthly Period (or,
in the case of the first Interest Payment Date, from and including the date of
issuance of this Note) to but excluding the first Monthly Interest Accrual Date
after the end of that Monthly Period. Interest will be computed on the basis of
a 360-day year [and the actual number of days elapsed] [consisting of twelve
30-day months]. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
CHASE ISSUANCE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Beneficiary
under the Trust Agreement
By:
-----------------------------------
Name:
Title:
Date: _______ __, ____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Indenture Trustee
By:
-----------------------------------
Name:
Title:
Date: _______ __, ____
[REVERSE OF NOTE]
This Class A Note is one of the Notes of a duly authorized issue of
Notes of the Issuer, designated as its "CHASEseries Class A Notes" (herein
called the "Notes"), all issued under an Amended and Restated Indenture dated
as of October 15, 2004 (such indenture, as supplemented or amended, is herein
called the "Indenture") between the Issuer and Xxxxx Fargo Bank, National
Association, as indenture trustee (the "Indenture Trustee," which term includes
and successor Indenture Trustee under the Indenture), as supplemented by an
Amended and Restated Asset Pool One Supplement dated as of October 15, 2004
(the "Asset Pool One Supplement"), an Amended and Restated CHASEseries
Indenture Supplement dated as of October 15, 2004 (the "Indenture Supplement")
and the Terms Document, each between the Issuer and Xxxxx Fargo Bank, National
Association, as Indenture Trustee and collateral agent (the "Collateral
Agent"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee, the Collateral Agent and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.
Although a summary of certain provisions of the Indenture is set forth
below, this Note is qualified in its entirety by the terms and provisions of
the Indenture and reference is made to that Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Indenture
Trustee.
The Class B Notes and the Class C Notes will also be issued under the
Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and the
Asset Pool One Supplement.
Principal of this Note will be payable on the Scheduled Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default relating solely to the
non-payment of interest on the Notes shall have occurred and be continuing and
the Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of the Notes have declared the Notes to be immediately
due and payable in the manner provided in Section 6.02 of the Indenture;
provided, however, that such acceleration of the entire unpaid principal amount
of the Notes may be rescinded by the holders of more than 66 2/3% of the
Outstanding Dollar Principal Amount of the Notes. All principal payments on the
Notes shall be made pro rata to the Noteholders entitled thereto.
On any Payment Date on or after the Payment Date on which the
aggregate Nominal Liquidation Amount (after giving effect to all payments on
such Payment Date) of any tranche of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not
in part, pursuant to Section 11.02 of the Indenture. The redemption price of
class of Notes will equal 100% of the Outstanding Dollar Principal Amount of
such Tranche plus accrued, unpaid and additional interest or principal accreted
and unpaid on such Tranche to but excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the Issuer may,
from time to time, issue one or more series of Notes secured by one or more
asset pools. Subject to the terms of the Asset Pool One Supplement, the Issuer
may, from time to time, issue one or more series of Notes secured by Asset Pool
One. Subject to the terms and conditions of the Indenture Supplement, the
Issuer may, from time to time, issuer one or more Tranches of CHASEseries
Notes.
On each Payment Date, the Paying Agent shall distribute to each
Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Notes. Final payments of this
Note will be made only upon presentation and surrender of this Note at the
office or offices therein specified.
Payments of interest on this Note due and payable on each Interest
Payment Date, together with the installment of principal, if any, due and
payable on each Principal Payment Date, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as
the Registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
the clearing agency (initially, such nominee to be Cede & Co.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York. On any payment of interest or
principal being made, details of such payment shall be entered by the Indenture
Trustee on behalf of the Issuer in Schedule A hereto.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or
agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee, the Collateral Agent or the Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of the Indenture Trustee, the Collateral Agent or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee, the Collateral Agent or the Indenture Trustee or of any
successor or assign of the Indenture Trustee, the Collateral Agent or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall
be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against Chase Manhattan Bank USA, National Association, the
First USA Credit Card Master Trust, the Chase Credit Card Master Trust or the
Issuer, or join with any institution against Chase Manhattan Bank USA, National
Association, the First USA Credit Card Master Trust, the Chase Credit Card
Master Trust or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture, the Asset Pool One
Supplement, the CHASEseries Indenture Supplement, the Terms Document or any
Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day
of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing more
than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Dollar Principal Amount of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Indenture Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place, and rate, and in the coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer or the
Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture, the Asset Pool One
Supplement, the CHASEseries Indenture Supplement and the Terms Document, in the
case of an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the CHASEseries
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the CHASEseries Noteholders are deemed to
have any interest in any assets of the Issuer allocated to other Notes, each
Noteholder or Note Owner, by acceptance of a Note, or in the case of a Note
Owner, a beneficial interest in a Note, shall agree that their interest in
those assets is subordinate to claims or rights of such other Noteholders to
those other assets. Further, each Noteholder or Note Owner, by acceptance of a
Note, or in the case of a Note Owner, a beneficial interest in a Note, shall
agree that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:__________________________
____________________________________*
Signature Guaranteed:
____________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
-------------------------------------------------------------------------------------------------------------------
First
Second
[continue numbering
until the appropriate
number of interest
payment dates for the
Notes is reached]
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
---------------------------- ------------------------ ----------------------- -----------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
---------------------------- ------------------------ ----------------------- -----------------------------
[continue numbering until
the appropriate number of
installment dates for the
Notes is reached]
Exhibit A-2
FORM OF CLASS B NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE CHASE ISSUANCE TRUST, CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THE FIRST USA CREDIT CARD MASTER
TRUST OR THE CHASE CREDIT CARD MASTER TRUST, OR JOIN IN ANY INSTITUTION
AGAINST THE CHASE ISSUANCE TRUST, CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, THE FIRST USA CREDIT CARD MASTER TRUST OR THE CHASE CREDIT CARD
MASTER TRUST, IN, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL
OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING
TO THE NOTES OR THE INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.
REGISTERED up to $_________
No. __ CUSIP NO. __________
CHASE ISSUANCE TRUST
[Floating Rate]
CHASEseries CLASS B(200[o]-[o]) NOTE
Chase Issuance Trust, a statutory business trust created under the
laws of the State of Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, subject
to the following provisions, a principal sum of _______________________ payable
on the __________ ____ Payment Date (the "Scheduled Principal Payment Date"),
except as otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and payable on the
_________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue
on this Note at the rate of LIBOR plus _____% per annum, as more specifically
set forth in the Class B(200[o]-[o]) Terms Document, dated as of ________, 2002
(the "Terms Document"), between the Issuer, the Indenture Trustee and the
Collateral Agent, and shall be due and payable on each Interest Payment Date
from the Monthly Interest Accrual Date in the related Monthly Period (or, in
the case of the first Interest Payment Date, from and including the date of
issuance of this Note) to but excluding the first Monthly Interest Accrual Date
after the end of that Monthly Period. Interest will be computed on the basis of
a 360-day year [and the actual number of days elapsed] [consisting of twelve
30-day months]. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
CHASE ISSUANCE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Beneficiary
under the Trust Agreement
By:
-----------------------------------
Name:
Title:
Date: _______ __, ____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION, not
in its individual
capacity but solely as
Indenture Trustee
By:
----------------------------
Name:
Title:
Date: _______ __, ____
[REVERSE OF NOTE]
This Class B Note is one of the Notes of a duly authorized issue of
Notes of the Issuer, designated as its "CHASEseries Class B Notes" (herein
called the "Notes"), all issued under an Amended and Restated Indenture dated
as of October 15, 2004 (such indenture, as supplemented or amended, is herein
called the "Indenture") between the Issuer and Xxxxx Fargo Bank, National
Association, as indenture trustee (the "Indenture Trustee," which term includes
any successor Indenture Trustee under the Indenture), as supplemented by an
Amended and Restated Asset Pool One Supplement dated as of October 15, 2004, an
Amended and Restated CHASEseries Indenture Supplement dated as of October 15,
2004 (the "Indenture Supplement") and the Class B Terms Document, each between
the Issuer and Xxxxx Fargo Bank, National Association, as Indenture Trustee and
collateral agent (the "Collateral Agent"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee, the Collateral Agent and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.
Although a summary of certain provisions of the Indenture is set forth
below, this Note is qualified in its entirety by the terms and provisions of
the Indenture and reference is made to that Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Indenture
Trustee.
The Class A Notes and the Class C Notes will also be issued under the
Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and the
Asset Pool One Supplement.
Principal of this Note will be payable on the Scheduled Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default relating solely to the
non-payment of interest on the Notes shall have occurred and be continuing and
the Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of the Notes have declared the Notes to be immediately
due and payable in the manner provided in Section 6.02 of the Indenture;
provided, however, that such acceleration of the entire unpaid principal amount
of the Notes may be rescinded by the holders of more than 66 2/3% of the
Outstanding Dollar Principal Amount of the Notes. All principal payments on the
Notes shall be made pro rata to the Noteholders entitled thereto.
On any Payment Date on or after the Payment Date on which the
aggregate Nominal Liquidation Amount (after giving effect to all payments on
such Payment Date) of any class of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not
in part, pursuant to Section 11.02 of the Indenture. The redemption price of
such Notes will equal 100% of the Outstanding Dollar Principal Amount of such
Tranche plus accrued, unpaid and additional interest or principal accreted and
unpaid on such Tranche to but excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the Issuer may,
from time to time, issue one or more series of Notes secured by one or more
asset pools. Subject to the terms of the Asset Pool One Supplement, the Issuer
may, from time to time, issue one or more series of Notes secured by Asset Pool
One. Subject to the terms and conditions of the Indenture Supplement, the
Issuer may, from time to time, issuer one or more Tranches of CHASEseries
Notes.
On each Payment Date, the Paying Agent shall distribute to each
Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Notes. Final payments of this
Note will be made only upon presentation and surrender of this Note at the
office or offices therein specified.
Payments of interest on this Note due and payable on each Interest
Payment Date, together with the installment of principal, if any, due and
payable on each Principal Payment Date, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as
the Registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
the clearing agency (initially, such nominee to be Cede & Co.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York. On any payment of interest or
principal being made, details of such payment shall be entered by the Indenture
Trustee on behalf of the Issuer in Schedule A hereto.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or
agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee, the Collateral Agent or the Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of the Indenture Trustee, the Collateral Agent or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee, the Collateral Agent or the Indenture Trustee or of any
successor or assign of the Indenture Trustee, the Collateral Agent or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall
be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against Chase Manhattan Bank USA, National Association, the
First USA Credit Card Master Trust, the Chase Credit Card Master Trust or the
Issuer, or join with any institution against Chase Manhattan Bank USA, National
Association, the First USA Credit Card Master Trust, the Chase Credit Card
Master Trust or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture, the Asset Pool One
Supplement, the CHASEseries Indenture Supplement, the Terms Agreement or any
Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day
of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing more
than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Dollar Principal Amount of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Indenture Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place, and rate, and in the coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer or the
Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture, the Asset Pool One
Supplement, the CHASEseries Indenture Supplement and the Terms Document, in the
case of an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the CHASEseries
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the CHASEseries Noteholders are deemed to
have any interest in any assets of the Issuer allocated to other Notes, each
Noteholder or Note Owner, by acceptance of a Note, or in the case of a Note
Owner, a beneficial interest in a Note, shall agree that their interest in
those assets is subordinate to claims or rights of such other Noteholders to
those other assets. Further, each Noteholder or Note Owner, by acceptance of a
Note, or in the case of a Note Owner, a beneficial interest in a Note, shall
agree that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:__________________________
____________________________________*
Signature Guaranteed:
____________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
--------------------------------------------- ----------------------------------------------------------------------
First
Second
[continue numbering
until the appropriate
number of interest
payment dates for the
Notes is reached]
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
---------------------------- ------------------------ ----------------------- -----------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
---------------------------- ------------------------ ----------------------- -----------------------------
[continue numbering until
the appropriate number of
installment dates for the
Notes is reached]
Exhibit A-3
FORM OF CLASS C NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST THE CHASE ISSUANCE TRUST, CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THE FIRST USA CREDIT CARD MASTER
TRUST OR THE CHASE CREDIT CARD MASTER TRUST, OR JOIN ANY INSTITUTION AGAINST
THE CHASE ISSUANCE TRUST, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, THE
FIRST USA CREDIT CARD MASTER TRUST OR THE CHASE CREDIT CARD MASTER TRUST, IN,
ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY
OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE
INDENTURE.
THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A
BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST
THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.
REGISTERED up to $_________
No. __ CUSIP NO. __________
CHASE ISSUANCE TRUST
[Floating Rate]
CHASEseries CLASS C(200[o]-[o]) NOTE
Chase Issuance Trust, a statutory business trust created under the
laws of the State of Delaware (herein referred to as the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, subject
to the following provisions, a principal sum of _______________________ payable
on the __________ ____ Payment Date (the "Scheduled Principal Payment Date"),
except as otherwise provided below or in the Indenture; provided, however, that
the entire unpaid principal amount of this Note shall be due and payable on the
_________ ____ Payment Date (the "Legal Maturity Date"). Interest will accrue
on this Note at the rate of LIBOR plus _____% per annum, as more specifically
set forth in the Class C(200[o]-[o]) Terms Document, dated as of ________, 2002
(the "Terms Document"), between the Issuer, the Indenture Trustee and the
Collateral Agent, and shall be due and payable on each Interest Payment Date
from the Monthly Interest Accrual Date in the related Monthly Period (or, in
the case of the first Interest Payment Date, from and including the date of
issuance of this Note) to but excluding the first Monthly Interest Accrual Date
after the end of that Monthly Period. Interest will be computed on the basis of
a 360-day year [and the actual number of days elapsed] [consisting of twelve
30-day months]. Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
CHASE ISSUANCE TRUST,
as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Beneficiary
under the Trust Agreement
By:
----------------------------------
Name:
Title:
Date: _______ __, ____
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated above and referred to in the
within-mentioned Indenture.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION, not
in its individual
capacity but solely as
Indenture Trustee
By:
---------------------------
Name:
Title:
Date: _______ __, ____
[REVERSE OF NOTE]
This Class C Note is one of the Notes of a duly authorized issue of
Notes of the Issuer, designated as its "CHASEseries Class C Notes" (herein
called the "Notes"), all issued under an Amended and Restated Indenture dated
as of October 15, 2004 (such indenture, as supplemented or amended, is herein
called the "Indenture") between the Issuer and Xxxxx Fargo Bank, National
Association, as indenture trustee (the "Indenture Trustee," which term includes
any successor Indenture Trustee under the Indenture), as supplemented by an
Amended and Restated Asset Pool One Supplement, dated as of October 15, 2004,
an Amended and Restated CHASEseries Indenture Supplement dated as of October
15, 2004 (the "Indenture Supplement") and the Terms Document, between the
Issuer and Xxxxx Fargo Bank, National Association, as Indenture Trustee and
collateral agent (the "Collateral Agent"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee, the Collateral Agent and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or
amended.
Although a summary of certain provisions of the Indenture is set forth
below, this Note is qualified in its entirety by the terms and provisions of
the Indenture and reference is made to that Indenture for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Indenture
Trustee.
The Class A Notes and the Class B Notes will also be issued under the
Indenture.
The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and the
Asset Pool One Supplement.
Principal of this Note will be payable on the Scheduled Principal
Payment Date in an amount described on the face hereof, subject to the
provisions of the Indenture.
As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Legal Maturity Date. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default relating solely to the
non-payment of interest on the Notes shall have occurred and be continuing and
the Indenture Trustee or the Holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of the Notes have declared the Notes to be immediately
due and payable in the manner provided in Section 6.02 of the Indenture;
provided, however, that such acceleration of the entire unpaid principal amount
of the Notes may be rescinded by the holders of more than 66 2/3% of the
Outstanding Dollar Principal Amount of the Notes. All principal payments on the
Notes shall be made pro rata to the Noteholders entitled thereto.
On any Payment Date on or after the Payment Date on which the
aggregate Nominal Liquidation Amount (after giving effect to all payments on
such Payment Date) of any class of Notes is reduced to less than 10% of its
highest Outstanding Dollar Principal Amount at any time, the Servicer has the
right, but not the obligation, to redeem such class of Notes in whole but not
in part, pursuant to Section 11.02 of the Indenture. The redemption price of
such Notes will equal 100% of the Outstanding Dollar Principal Amount of such
Tranche plus accrued, unpaid and additional interest or principal accreted and
unpaid on such Tranche to but excluding the date of redemption.
Subject to the terms and conditions of the Indenture, the Issuer may,
from time to time, issue one or more series of Notes secured by one or more
asset pools. Subject to the terms of the Asset Pool One Supplement, the Issuer
may, from time to time, issue one or more series of Notes secured by Asset Pool
One. Subject to the terms and conditions of the Indenture Supplement, the
Issuer may, from time to time, issuer one or more Tranches of CHASEseries
Notes.
On each Payment Date, the Paying Agent shall distribute to each
Noteholder of record on the related Record Date (except for the final
distribution with respect to this Note) such Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Notes. Final payments of this
Note will be made only upon presentation and surrender of this Note at the
office or offices therein specified.
Payments of interest on this Note due and payable on each Interest
Payment Date, together with the installment of principal, if any, due and
payable on each Principal Payment Date, to the extent not in full payment of
this Note, shall be made by check mailed to the Person whose name appears as
the Registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of the nominee of
the clearing agency (initially, such nominee to be Cede & Co.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five days of such Payment Date and
the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York. On any payment of interest or
principal being made, details of such payment shall be entered by the Indenture
Trustee on behalf of the Issuer in Schedule A hereto.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or
agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by a commercial bank or
trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office is located, or a member
firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee, the Collateral Agent or the Owner
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director
or employee of the Indenture Trustee, the Collateral Agent or the Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer,
the Owner Trustee, the Collateral Agent or the Indenture Trustee or of any
successor or assign of the Indenture Trustee, the Collateral Agent or the Owner
Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall
be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against Chase Manhattan Bank USA, National Association, the
First USA Credit Card Master Trust, the Chase Credit Card Master Trust or the
Issuer, or join with any institution against Chase Manhattan Bank USA, National
Association, the First USA Credit Card Master Trust, the Chase Credit Card
Master Trust or the Issuer, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture, the Asset Pool One
Supplement, the CHASEseries Indenture Supplement, the Terms Document or any
Derivative Agreement.
Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day
of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall
be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing more
than 66 2/3% of the Outstanding Dollar Principal Amount of the Notes. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Dollar Principal Amount of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. The Indenture also permits the Indenture Trustee to amend or waive
certain terms and conditions set forth in the Indenture without the consent of
Holders of the Notes issued thereunder.
The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.
The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place, and rate, and in the coin or currency herein prescribed.
No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under the Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer or the
Owner Trustee or of any successor or assign of the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Owner Trustee has no such obligations in its
individual capacity). The Holder of this Note by the acceptance hereof agrees
that, except as expressly provided in the Indenture, the Asset Pool One
Supplement, the CHASEseries Indenture Supplement and the Terms Document, in the
case of an Event of Default under the Indenture, the Holder shall have no claim
against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.
Notwithstanding the allocation provisions of the Indenture, the Asset
Pool One Supplement, each additional Asset Pool Supplement, the CHASEseries
Indenture Supplement and the indenture supplements for each other Series of
Notes, if any, to the extent that the CHASEseries Noteholders are deemed to
have any interest in any assets of the Issuer allocated to other Notes, each
Noteholder or Note Owner, by acceptance of a Note, or in the case of a Note
Owner, a beneficial interest in a Note, shall agree that their interest in
those assets is subordinate to claims or rights of such other Noteholders to
those other assets. Further, each Noteholder or Note Owner, by acceptance of a
Note, or in the case of a Note Owner, a beneficial interest in a Note, shall
agree that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:__________________________
____________________________________*
Signature Guaranteed:
____________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
SCHEDULE A
PART I
INTEREST PAYMENTS
Confirmation
Total Amount of of payment by
Interest Date of Interest Amount of or on behalf
Payment Date Payment Payable Interest Paid of the Trust
--------------------------------------------- ----------------------------------------------------------------------
First
Second
[continue numbering
until the appropriate
number of interest
payment dates for the
Notes is reached]
PART II
PRINCIPAL PAYMENTS
Confirmation of
Date of payment by or on
Payment Total Amount Payable Total Amount Paid behalf of the Trust
---------------------------- ------------------------ ----------------------- -----------------------------
Confirmation of
payment by or on
Date of Payment Total Amount Payable Total Amount Paid behalf of the Trust
---------------------------- ------------------------ ----------------------- -----------------------------
[continue numbering until
the appropriate number of
installment dates for the
Notes is reached]
Exhibit C
CHASE ISSUANCE TRUST
Form of CHASEseries Monthly Noteholders' Statement
Monthly Period: [ ] 2002
The undersigned, a duly authorized representative of Chase Manhattan
Bank USA, National Association (the "Bank"), as Servicer pursuant to the
Amended and Restated Transfer and Servicing Agreement, dated as of October 15,
2004 (the "Transfer and Servicing Agreement"), among the Bank, as Transferor,
Servicer and Administrator, Chase Issuance Trust, as Issuer, and Xxxxx Fargo
Bank, National Association, as Indenture Trustee and Collateral Agent, does
hereby certify as follows:
A. Information Regarding the Current Distribution to Noteholders
1. The total amount of the distribution to Noteholders on the Payment
Date per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
--------- --------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
2. The amount of the distribution set forth in item 1 in respect of
interest on the Notes per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
----------- ---------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
3. The amount of the distribution set forth in item 1 in respect of
principal on the Notes per $1,000 Initial Outstanding Dollar Principal Amount
Tranche Amount
---------- ---------
A1 $
A2 $
A3 $
A4 $
A5 $
B1 $
B2 $
B3 $
C1 $
C2 $
C3 $
B. Information regarding the Tranches of Notes of the CHASEseries
1. Outstanding Dollar Principal Amount and Nominal Liquidation Amount
of Tranches of Notes of the CHASEseries for the related Monthly Period
Initial Adjusted
Outstanding Dollar Outstanding Dollar Outstanding Dollar Nominal Liquidation
Tranche Principal Amount Principal Amount Principal Amount Amount
-------------------- -------------------- -------------------- -------------------- ----------------------
A1 $ $ $ $
A2 $ $ $ $
A3 $ $ $ $
A4 $ $ $ $
A5 $ $ $ $
Total Class A $ $ $ $
B1 $ $ $ $
B2 $ $ $ $
B3 $ $ $ $
Total Class B $ $ $ $
C1 $ $ $ $
C2 $ $ $ $
C3 $ $ $ $
Total Class C $ $ $ $
Total $ $ $ $
2. Nominal Liquidation Amount of Notes of the CHASEseries
Increases
from
amounts Reimbursements
withdrawn of prior Reductions
from the Nominal due to
Increases Principal Liquidation reallocations Reductions
from Funding Amount of due to
accretion Sub-Accounts Deficits Available amounts
of in respect from Principal deposited
Beginning Principal of Available Collections to the Ending
Nominal for Prefunding Finance and Principal Nominal
Liquidation Discount Excess Charge Investor Funding Liquidation
Tranche Amount Notes Amounts Collections Charge-Offs Sub-Accounts Amount
------------------ ------------- ----------- ------------- -------------- ------------- ------------- ----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
3. CHASEseries Interest Funding Account Sub-Account
Targeted
deposit
to the Amount
Interest Previous withdrawn
Funding shortfalls from the
Sub-Account of targeted Interest
Beginning with deposits to Actual Funding Ending
Interest respect the deposit to Sub-Account Interest
Funding to the Interest the Interest for payment Funding
Sub-Account current Funding Funding to Other Sub-Account
Tranche Balance period Sub-Account Sub-Account Noteholders Withdrawals Balance
------------------ ------------- ----------- ------------- -------------- ------------- ------------- ----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
4. CHASEseries Principal Funding Account Sub-Accounts
Targeted
deposit
to the Amount
Principal Previous withdrawn
Funding shortfalls from the
Sub-Account of targeted Actual Principal
Beginning with deposits to deposit to Funding Ending
Principal respect the the Sub-Account Principal
Funding to the Principal Principal for payment Funding
Sub-Account current Funding Funding to Other Sub-Account
Tranche Balance period Sub-Account Sub-Account Noteholders Withdrawals Balance
------------------ ------------- ----------- ------------- -------------- ------------- ------------- ----------
A1 $ $ $ $ $ $ $
A2 $ $ $ $ $ $ $
A3 $ $ $ $ $ $ $
A4 $ $ $ $ $ $ $
A5 $ $ $ $ $ $ $
Total Class A $ $ $ $ $ $ $
B1 $ $ $ $ $ $ $
B2 $ $ $ $ $ $ $
B3 $ $ $ $ $ $ $
Total Class B $ $ $ $ $ $ $
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total Class C $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
5. CHASEseries Class C Reserve Sub-Accounts
Amount Withdrawals
Actual withdrawn of Excess
Class C deposit to in respect Amounts
Reserve the Class C of payment pursuant to
Beginning Sub-Account Targeted Reserve of interest subsection Ending
Class C earnings deposit to Sub-Account, and/or 3.25(c) of Class C
Reserve for the the Class C including principal the Reserve
Sub-Account current Reserve Excess to Indenture Sub-Account
Tranche Balance period Sub-Account Amounts Noteholders Supplement Balance
------------------ ------------- ----------- ------------- -------------- ------------- ------------- ----------
C1 $ $ $ $ $ $ $
C2 $ $ $ $ $ $ $
C3 $ $ $ $ $ $ $
Total $ $ $ $ $ $ $
6. Class A Required Subordinated Amount of Class B and Class C Notes
and Class A Usage of Class B and Class C Required Subordinated Amounts
Required Required
Subordinated Subordinated
Amount of Amount of
Class B Class C
Notes as Notes as
of the of the
close of close of
business business Class A Usage Class A Usage Cumulative Cumulative
on the on the of Class B of Class C Class A Usage Class A Usage
related related Required Required of Class B of Class C
Note Note Subordinated Subordinated Required Required
Transfer Transfer Amount for Amount for Subordinated Subordinated
Tranche Date Date current period current period Amount Amount
------------------ ------------ ------------ --------------- -------------------------------- -------------
A1 $ $ $ $ $ $
A2 $ $ $ $ $ $
A3 $ $ $ $ $ $
A4 $ $ $ $ $ $
A5 $ $ $ $ $ $
Total $ $ $ $ $ $
7. Class B Required Subordinated Amount of Class C Notes and Class B
Usage of Class C Required Subordinated Amounts
Required
Subordinated Amount
of Class C Notes as Class B Usage of
of the close of Class C Required Cumulative Class B
business on the Subordinated Usage of Class C
related Note Amount for the Required
Tranche Transfer Date Current Period Subordinated Amount
----------------- --------------------- -------------------- ---------------------
B1 $ $ $
B2 $ $ $
B3 $ $ $
Total $ $ $
C. Information regarding the performance of the CHASEseries
[November] [October] Monthly [September]
Monthly Period Period Monthly Period
------------------- ------------------- ------------------
Portfolio Yield % % %
Less: Base Rate % % %
Excess Spread % % %
Three Month Average
Excess Spread % % %
Principal Payment Rate % % %
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Servicer
By:
---------------------------
Name:
Title:
