Exhibit 4.8
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2002-2 Certificateholders
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SERIES 2002-2 SUPPLEMENT
Dated as of April 2, 2002
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
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CHASE CREDIT CARD MASTER TRUST
Series 2002-2
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TABLE OF CONTENTS
Page
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SECTION 1. Designation...................................................1
SECTION 2. Definitions...................................................1
SECTION 3. Servicing Compensation and Assignment of Interchange.........12
SECTION 4. Reassignment and Transfer Terms..............................13
SECTION 5. Delivery and Payment for the Investor Certificates...........14
SECTION 6. Form of Delivery of Investor Certificates....................14
SECTION 7. Article IV of Agreement......................................14
SECTION 8. Article V of the Agreement...................................25
SECTION 9. Series 2002-2 Pay Out Events.................................28
SECTION 10. Series 2002-2 Termination...................................29
SECTION 11. Counterparts................................................29
SECTION 12. (a) Governing Law..........................................29
SECTION 13. No Petition.................................................30
SECTION 14. Amendment to Agreement......................................30
SECTION 17. Compliance with Withholding Requirements....................33
SECTION 18. Tax Characterization of the Certificates....................33
SECTION 19. ERISA Legend................................................33
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the Trustee
EXHIBIT C Form of Monthly Series 2002-2 Certificateholder's Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement with
respect to the Investor Certificate
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SERIES 2002-2 SUPPLEMENT, dated as of April 2, 2002 (this "Series
Supple ment"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("Chase USA"), as Transferor on and after June 1, 1996, JPMORGAN CHASE BANK,
as Transferor prior to June 1, 1996 and as Servicer, and THE BANK OF NEW YORK,
as Trustee under the Third Amended and Restated Pooling and Servicing
Agreement dated as of November 15, 1999, as amended by the First Amendment
thereto dated as of March 31, 2001, and the Second Amendment thereto, dated as
of March 1, 2002, between Chase USA, the Servicer and the Trustee (as may be
amended, modified or supplemented from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the delivery by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates;
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof;
On the Closing Date, the Certificates will be deposited by the
Transferor in the Chase Credit Card Owner Trust 2002-2 (the "Owner Trust") and
pledged by the Owner Trustee to an indenture trustee to secure certain notes
to be issued by the Owner Trust.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates to be
issued in a single class pursuant to the Agreement and this Series Supplement
and to be known as the "Series 2002-2 Certificates." The Series 2002-2
Certificates shall be substantially in the form of Exhibit A hereto.
(b) Series 2002-2 shall be included in Group One (as defined below).
Series 2002-2 shall not be subordinated to any other Series.
SECTION 2. Definitions.
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles,
Sections or subsections of the Agreement, except as otherwise provided herein.
All capitalized terms not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the
Investor Certificates and no other Series of Certifi xxxxx issued by the
Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a)
the Initial Investor Interest, (b) the initial investor interests (or other
amounts specified in the applicable Supplement) of all outstanding Series
(other than Series 2002-2) which are not expected to be in their revolving
periods, and (c) the initial investor interests (or other amounts specified in
the applicable Supplement) of all other outstanding Series which are not
allocating Shared Principal Collections to other Series and are in their
revolving periods.
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of (a) the Transfer
Date with respect to the Monthly Period which commences three months prior to
the commencement of the Controlled Accumula tion Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%, but in
such event the Accumulation Period Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the Controlled
Accumulation Period; (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3%, but in such event the Accumulation Period
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commence ment of the Controlled Accumulation Period; and (d) the
first Transfer Date for which the Portfolio Adjusted Yield is less than 4%,
but in such event the Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled Accumulation
Period.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into
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the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to
the Certificates for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to any date of
determination, an amount equal to the Investor Interest as of such date minus
the Principal Funding Account Balance as of such date.
"Aggregate Investor Default Amount" shall mean, with respect to any
Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Assignee" shall have the meaning specified in subsection 16(a).
"Available Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date, the lesser of (a) the amount on deposit in
the Accumulation Period Reserve Account on such date (after taking into
account any interest and earnings retained in the Accumulation Period Reserve
Account pursuant to subsection 4.14(b) on such date, but before giving effect
to any deposit made or to be made in the Accumulation Period Reserve Account
on such date) and (b) the Required Accumulation Period Reserve Account Amount.
"Available Investor Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant to
the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange, (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.13(b),
if any, with respect to the related Transfer Date and (c) the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14 (c) and 4.14(d) which will be deposited into the
Finance Charge Account on the related Transfer Date.
"Available Investor Principal Collections" shall mean with respect
to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.11 are required to fund the Class A Note Interest Requirement, the
Class B Note Interest Requirement and the Net Investor Servicing Fee, plus (c)
the amount of Shared Principal Collections with respect to other Series that
are allocated to Series 2002-2 in accor dance with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A
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Note Interest Requirement, the Class B Note Interest Requirement and the Net
Class C Note Interest Requirement, each for the related Note Interest Period,
and the Investor Servicing Fee with respect to such Monthly Period and the
denominator of which is the Investor Interest as of the close of business on
the last day of such Monthly Period; provided, however, that with respect to
the February 2002, March 2002 and April 2002 Monthly Periods, Base Rate shall
mean the sum of (i) the weighted average of the Class A Note Interest Rate,
the Class B Note Interest Rate and the Class C Note Interest Rate and (ii) 2%;
provided that the Class A Note Interest Rate, the Class B Note Interest Rate
and the Class C Note Interest Rate shall be determined based on LIBOR as
calculated for the related Interest Periods pursuant to the Series 2001- 6
Supplement to the Agreement plus (x) in the case of the Class A Note Interest
Rate, 0.05% per annum, (y) in the case of the Class B Note Interest Rate,
0.33% per annum and (z) in the case of the Class C Note Interest Rate 0.90%
per annum.
"Certificateholders" shall mean the Persons in whose names the
Series 2002-2 Certificates are registered in the Certificate Register.
"Certificate Reassignment Date" shall mean the date on which the
Investor Certificates are retransferred to the Transferor in accordance with
the terms specified in Section 4 of this Series Supplement and subsection
12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the meaning set forth
in the Indenture.
"Class B Note Interest Requirement" shall have the meaning set forth
in the Indenture.
"Closing Date" shall mean April 2, 2002.
"Controlled Accumulation Amount" shall mean (a) for any Transfer
Date with respect to the Controlled Accumulation Period prior to the Scheduled
Principal Allocation Commencement Date, $98,000,000; provided, however, that
if the commencement of the Controlled Accumulation Period is determined to be
less than 12 months pursuant to subsection 4.9(e), the Controlled Accumulation
Amount for each Transfer Date with respect to the Con trolled Accumulation
Period prior to the Scheduled Principal Allocation Commencement Date, will be
equal to (x) 84% of the Initial Investor Interest divided by (y) the number of
Monthly Periods in the Controlled Accumulation Period as determined pursuant
to subsection 4.9(e) and (b) for any Transfer Date with respect to the
Controlled Accumulation Period after the Scheduled Principal Allocation
Commencement Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on February 29, 2004 or
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such later date as is determined in accordance with subsection 4.9(e) and
ending on the first to occur of (a) the commencement of the Rapid Amortization
Period and (b) the Series 2002-2 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any Transfer
Date, the sum of (a) the Controlled Accumulation Amount for such Transfer Date
and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with respect to
any Interest Period, an amount equal to the product of (a) the actual number
of days in the Interest Period beginning on the Distribution Date preceding
such Transfer Date divided by 360, (b) the Class A Note Interest Rate and (c)
the Principal Funding Account Balance as of the close of business on the
Distribution Date preceding such Transfer Date (after giving effect to all of
the transactions occurring on such date).
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject to
reallocation, which are on deposit or to be deposited in the Principal Account
on such date.
"Distribution Date" shall mean May 15, 2002 and the fifteenth day of
each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date exceed the Covered Amount determined on such Transfer Date.
"Finance Charge Shortfall" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to subsections
4.9(a)(i) through (viii) over Available Investor Finance Charge Collections.
"Fitch" shall mean Fitch, Inc., doing business as Fitch Ratings, and
any successor thereto.
"Fixed Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater
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of (a) the sum of (i) the aggregate amount of Principal Receivables in the
Trust determined as of the close of business on the last day of the prior
Monthly Period and (ii) the Excess Funding Amount as of the close of business
on such last day of the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which a
Removal Date occurs, the amount determined pursuant to clause (a)(i) hereof
shall be the quotient of (A) the sum of (I) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period multiplied by the actual number of days in the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (II) the aggregate amount of
Principal Receivables in the Trust as of the beginning of the day on the
related Addition Date or Removal Date after adjusting for the aggregate amount
of Principal Receivables added to or removed from the Trust on the related
Addition Date or Removal Date, multiplied by the actual number of days in the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period divided by (B) the actual number
of days in such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (or with respect to the first Monthly
Period, the Initial Investor Interest) and the denominator of which is the
greater of (a) the sum of (i) the aggregate amount of Principal Receivables as
of the close of business on the last day of the prior Monthly Period (or with
respect to the first calendar month in the first Monthly Period, the aggregate
amount of Principal Receivables in the Trust as of the close of business on
the day immediately preceding the Closing Date, and with respect to the second
calendar month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first calendar
month in the first Monthly Period) and (ii) the Excess Funding Amount as of
the close of business on such last day of the prior Monthly Period and (b) the
sum of the numerators used to calculate the Investor Percentages (as such term
is defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which a
Removal Date occurs, the amount determined pursuant to clause (a)(i) hereof
shall be the quotient of (A) the sum of (I) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period multiplied by the actual number of days in the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (II) the aggregate amount of
Principal Receivables in the Trust as of the beginning of the day on the
related Addition Date or Removal Date after adjusting for the aggregate amount
of Principal Receivables added to or removed from the Trust on the related
Addition Date or Removal Date, multiplied by the actual number of days in the
period from and including the related Addition Date or Removal Date to
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and including the last day of such Monthly Period divided by (B) the actual
number of days in such Monthly Period.
"Group One" shall mean Series 2002-2 and each other Series specified
in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of April 2,
2002 between the Chase Credit Card Owner Trust 2002-2 and The Bank of New
York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificates, which is $1,400,000,000.
"Initial Purchaser" shall have the meaning set forth in subsection
16(c).
"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the previous Distribution Date through the day
preceding such Distribution Date, except that the initial Interest Period
shall be the period from and including the Closing Date through the day
preceding the initial Distribution Date.
"Investor Certificates" shall mean the Series 2002-2 Certificates.
"Investor Charge-Offs" shall have the meaning specified in Section
4.10.
"Investor Default Amount" shall mean, with respect to any Receivable
in a Defaulted Account, an amount equal to the product of (a) the Default
Amount and (b) the Floating Investor Percentage on the day such Account became
a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
amount equal to (a) the Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to the Certificates prior to such date and
minus (c) the aggregate amount of Investor Charge-Offs pursuant to Section
4.10 and Reallocated Principal Collections pursuant to Section 4.11 plus (d)
the aggregate amount of Available Investor Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.9(a)(vi) for the purpose of reimbursing the amount of any reduction pursuant
to clause (c); provided, however, that the Investor Interest may not be
reduced below zero.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Collections of Finance Charge Receivables and Default Amounts at
any time and Collections of Principal Receivables during the Revolving Period,
the Floating Investor Percentage and (b) with respect to Collections of
Principal Receivables during the Controlled Accumulation Period or the Rapid
Amortization Period, the Fixed Investor Percentage.
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"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
4.5(b)(ii), or 4.5(c)(ii), in each case, as applicable to such Monthly Period
and (b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.9(a)(v) and (vi) for such Monthly Period (other than
such amount paid from Reallocated Principal Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Investor Certificates
shall begin on and include the Closing Date and shall end on and include April
30, 2002.
"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (including Series 2002-2) which are in an Amortization
Period or Accumulation Period (as such terms are defined in the related
Supplements for all Series), the sum of (a) the Controlled Distribution
Amount for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related Supplements for
all Series), (b) the Controlled Deposit Amount for the related Transfer Date
for any Series in its Accumulation Period, other than its Rapid Accumulation
Period, if applicable (as such terms are defined in the related Supplements
for all Series), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following
Distribution Date for any Series in its Principal Amortization Period or Rapid
Amortization Period (as such terms are defined in the related Supplements for
all Series), (d) the Adjusted Investor Interest as of the end of the prior
Monthly Period taking into effect any payments or deposits to be made on the
following Transfer Date and Distribution Date for any Series in its Rapid
Accumulation Period (as such terms are defined in the related Supplements for
all Series), and (e) such other amounts as may be specified in the related
Supplements for all Series.
"Monthly Principal Reallocation Amount" shall mean with respect to
any Monthly Period an amount equal to the sum of (A) the lower of (i) the
excess of the Class A Note Interest Requirement over the Available Investor
Finance Charge Collections allocated with respect thereto pursuant to
subsection 4.9(a)(i) and (ii) the greater of (a) (x) the product of (I) 16%
and (II) the Initial Investor Interest minus (y) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallo cated Principal Collections
(as of the previous Distribution Date) and (b) zero; and (B) the lower of (i)
the excess of the Class B Note Interest Requirement and the Net Investor
Servicing Fee over the Available Investor Finance Charge Collections allocated
with respect thereto pursuant to subsections 4.9(a)(i)and 4.9(a)(ii)and (ii)
the greater of (a) the product of (I) 9% and (II) the Initial Investor
Interest minus the amount of unreimbursed Investor Charge-Offs (after giving
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effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections as of the previous Distribution
Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the Investor
Servicing Fee allocable to the Series 2002-2 Certificates with respect to any
Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth in the
Indenture.
"Note Interest Requirement" shall have the meaning set forth in
subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set forth in the
Indenture.
"Pay Out Commencement Date" shall mean the date on which a Trust Pay
Out Event is deemed to occur pursuant to Section 9.1 or a Series 2002-2 Pay
Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtract ing the Base Rate from the Portfolio Yield for
such Monthly Period and deducting 0.5% from the result for each Monthly
Period.
"Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
an amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period, (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d), each deposited into the Finance
Charge Account on the Transfer Date relating to such Monthly Period, such sum
to be calculated on a cash basis after subtracting the Investor Default Amount
for such Monthly Period, and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period; provided,
however, that with respect to the February 2002, March 2002 and April 2002
Monthly Periods, Portfolio Yield shall mean "Portfolio Yield" as calculated in
accordance with the definition thereof in the Series 2001-6 Supplement to the
Agreement.
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"Principal Funding Account" shall have the meaning set forth in
subsection 4.13(a).
"Principal Funding Account Balance" shall mean, with respect to any
date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such
Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with respect to
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 2002-2 Termination Date and (b) the termination of the Trust
pursuant to Section 12.1.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and Fitch.
"Rating Agency Condition" shall mean, with respect to Series 2002-2,
the written confirmation of the Rating Agency that a specified event or
modification of the terms of Series 2002-2 will not result in the withdrawal
or downgrade of the rating of any class of the Asset Backed Notes of Chase
Credit Card Owner Trust 2002-2 then in effect.
"Reallocated Principal Collections" shall mean with respect to any
Transfer Date, Investor Principal Collections applied in accordance with
Section 4.11 in an amount not to exceed the lesser of the Monthly Principal
Reallocation Amount for the related Monthly Period and the Investor Interest
after giving effect to any Investor Charge-Offs for such Transfer Date.
"Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date
of such calculation.
"Required Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date on or after the Accumulation Period Reserve
Account Funding Date, an amount equal to the product of (i) 84.0%, (ii) the
Initial Investor Interest and (iii) 0.5%; provided, however, that (i) if the
Accumulation Period Length is one month and the Transferor has provided the
Servicer and the Trustee with evidence that the Rating Agency Condition has
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been satisfied, the Required Accumulation Period Reserve Account Amount shall
be zero (0), (ii) if the Accumulation Period Length is two months and the
Transferor has provided the Servicer and the Trustee with evidence that the
Rating Agency Condition has been satisfied, the Required Accumulation Period
Reserve Account Amount shall be equal to the product of (I) 84.0%, (II) the
Initial Investor Interest and (III) 0.25%, (iii) if the Accumulation Period
Length is four or five months, the Required Accumulation Period Reserve
Account Amount shall be equal to the product of (I) 84.0%, (II) the Initial
Investor Interest and (III) 0.75%, and (iv) if the Accumulation Period Length
is six or more months, the Required Accumulation Period Reserve Account Amount
shall be equal to the product of (I) 84.0%, (II) the Initial Investor Interest
and (III) 1.00%.
"Required Amount" shall have the meaning set forth in Section 4.8.
"Required Owner Trust Spread Account Amount" shall have the meaning
set forth in the Indenture.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Scheduled Principal Allocation Commencement Date" shall mean the
March 2005 Distribution Date.
"Series 2002-2" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificates.
"Series 2002-2 Pay Out Event" shall have the meaning specified in
Section 9 hereof.
"Series 2002-2 Termination Date" shall mean the earliest to occur of
(a) the Distribution Date on which the Investor Interest is paid in full, (b)
the July 2007 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any Transfer
Date, the excess, if any, of (a) (i) with respect to any Transfer Date
relating to the Controlled Accumula tion Period, the Controlled Deposit Amount
for such Transfer Date, and (ii) with respect to any Transfer Date during the
Rapid Amortization Period, the Adjusted Investor Interest over (b) the
Investor Principal Collections minus the Reallocated Principal Collections for
such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
11
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with respect
to any Distribution Date, as the context requires, either (x) the amount
described in subsection 4.9(a)(ix) allocated to the Series 2002-2 Certificates
but available to cover shortfalls in amounts paid from Collections of Finance
Charge Receivables for other Series, if any or (y) the aggregate amount of
Collections of Finance Charge Receivables allocable to other Series in excess
of the amounts necessary to make required payments with respect to such
Series, if any, and available to cover shortfalls with respect to the Investor
Certificates.
"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the
amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Targeted Holder" shall mean each holder of a right to receive
interest or principal with respect to the Investor Certificates (or other
interests in the Trust), other than certificates (or other such interests)
with respect to which an opinion is rendered that such certificates (or other
such interests) will be treated as debt for federal income tax purposes, and
any holder of a right to receive any amount in respect of the Transferor
Interest; provided, that any Person holding more than one interest each of
which would cause such Person to be a Targeted Holder shall be treated as a
single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 16(a).
SECTION 3. Servicing Compensation and Assignment of Interchange.
(a) The share of the Servicing Fee allocable to Series 2002-2 with
respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Series Servicing Fee Percentage and (ii)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the
first Transfer Date, the Investor Servicing Fee shall be equal to the product
of (i) a fraction, the numerator of which is the number of days from and
including the Closing Date to and including the last day of the April 2002
Monthly Period and the denominator of which is 360, (ii) 2.0% and (iii) the
Initial Investor Interest on the Closing Date. On each Transfer Date a portion
of Interchange with respect to the related Monthly Period that is on deposit
in the Finance Charge
12
Account shall be withdrawn from the Finance Charge Account and paid to the
Servicer in payment of a portion of the Investor Servicing Fee with respect to
such Monthly Period ("Servicer Interchange"). Should the Servicer Interchange
on deposit in the Finance Charge Account on any Transfer Date with respect to
the related Monthly Period be less than one-twelfth of 1.00% of the Adjusted
Investor Interest as of the last day of such Monthly Period, the Investor
Servicing Fee with respect to such Monthly Period will not be paid to the
extent of such insufficiency of Servicer Interchange on deposit in the Finance
Charge Account. The share of the Investor Servicing Fee allocable to the
Certificateholders with respect to any Transfer Date (the "Net Investor
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Net
Servicing Fee Rate and (ii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Net Investor Servicing Fee shall
be equal to the product of (i) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the April 2002 Monthly Period and the denominator of which is 360, (ii)
the Net Servicing Fee Rate and (iii) the Investor Interest on the Closing
Date. Except as specifically provided above, the Servicing Fee shall be paid
by the cash flows from the Trust allocated to the Transferor or the
certificateholders of other Series (as provided in the related Supplements)
and in no event shall the Trust, the Trustee or the Certificateholders be
liable therefor. The Net Investor Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution in
respect thereof pursuant to subsection 4.9(a)(iii).
(b) On or before each Transfer Date, the Transferor shall notify the
Servicer of the amount of Interchange to be included as Collections of Finance
Charge Receivables and allocable to the Certificateholders with respect to the
preceding Monthly Period as determined pursuant to this subsection 3(b). Such
amount of Interchange shall be equal to the product of (i) the aggregate
amount of Interchange with respect to such Monthly Period and (ii) the
Investor Percentage with respect to Finance Charge Receivables for such
Monthly Period. On each Transfer Date, the Transferor shall pay to the
Servicer, and the Servicer shall deposit into the Finance Charge Account, in
immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms.
The Investor Certificates shall be subject to retransfer to the
Transferor at its option, in accordance with the terms specified in subsection
12.2(a), on any Distribution Date on or after the Distribution Date on which
the Investor Interest is reduced to an amount less than or equal to 5% of the
Initial Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest and
(b) accrued and unpaid interest on the Investor Certificates through the day
preceding the Distribution Date on which the repurchase occurs.
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SECTION 5. Delivery and Payment for the Investor Certificates.
The Transferor shall execute and deliver the Series 2002-2
Certificates to the Trustee for authentication in accordance with Section 6.1.
The Trustee shall deliver such Certificates when authenticated in accordance
with Section 6.2.
SECTION 6. Form of Delivery of Investor Certificates.
The Certificates shall be delivered as Registered Certificates as
provided in Section 7.1.
SECTION 7. Article IV of Agreement.
Sections 4.1, 4.2 and 4.3 shall be read in their entirety as
provided in the Agree ment. Article IV (except for Sections 4.1, 4.2 and 4.3
thereof) shall be read in its entirety as follows and shall be applicable only
to the Investor Certificates:
ARTICLE IV
RIGHTS OF THE CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholders.
The Investor Certificates shall represent undivided interests in the
Trust, consisting of the right to receive, to the extent necessary to make
the required payments with respect to such Investor Certificates at the times
and in the amounts specified in this Agreement, (a) the Floating Investor
Percentage and Fixed Investor Percentage (as applicable from time to time) of
Collections received with respect to the Receivables and (b) funds on deposit
in the Collection Account, the Finance Charge Account, the Excess Funding
Account, the Principal Account, the Principal Funding Account, the
Accumulation Period Reserve Account and the Distribution Account. The
Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess Funding
Account, the Principal Funding Account, the Accumulation Period Reserve
Account or the Distribution Account, except as specifically provided in this
Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the
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Collection Account, allocate to the Certificateholders or the Holder of the
Transferor Certificate and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection 4.5(a)(ii)(A)
shall not exceed the Daily Principal Shortfall, and (B) pay to the
Holder of the Transferor Certificate an amount equal to the excess,
if any, identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(a)(ii)(B) with respect
to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(b) Allocations During the Controlled Accumulation Period. During
the Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Certificateholders or the Holder of the Transferor Certificate
and pay or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection 4.5(b)(ii)(A)
shall not exceed the Daily Principal Shortfall, and (B) pay to the
Holder of the Transferor Certificate an amount equal to the excess,
if any, identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(b)(ii)(B) with respect
to any Date of Processing shall be paid to the Holder of the
15
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application
of payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(c) Allocations During the Rapid Amortization Period. During the
Rapid Amortization Period, the Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account, allocate
to the Certificateholders and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection 4.5(c)(ii)(A)
shall not exceed the sum of the Investor Interest as of the close of
business on the last day of the prior Monthly Period (after taking
into account any payments to be made on the Distribution Date
relating to such prior Monthly Period and deposits and any
adjustments to be made to the Investor Interest to be made on the
Transfer Date relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in which such
deposit is made and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified in the
proviso to clause (A) above; provided, however, that the amount to
be paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.5(c)(ii)(B) with respect to any Date of Processing
shall be paid to the Holder of the Transferor Certificate only if
the Transferor Interest on such Date of Processing is greater than
the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to
such Date of Processing and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the
Excess Funding Account.
(d) Limitation on Required Deposits. With respect to the Investor
Certificates, and notwithstanding anything in the Agreement or this Series
Supplement to the contrary, whether or not the Servicer is required to make
monthly or daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.5(a), 4.5(b) and
4.5(c), with respect to any Monthly Period (i) the Servicer will only be
required to deposit Collections from the Collection Account into the Finance
Charge Account or the Principal Account in an amount equal to the lesser of
(x) the amount required to be deposited
16
into any such deposit account pursuant to subsection 4.5(a), 4.5(b) or 4.5(c)
and (y) the amount required to be distributed on or prior to the related
Distribution Date to the Certificateholders, and (ii) if at any time prior to
such Distribution Date the amount of Collections deposited in the Collection
Account exceeds the amount required to be deposited pursuant to clause (i)
above, the Servicer shall withdraw the excess from the Collection Account. To
the extent that, in accordance with this subsection 4.5(d), the Servicer has
retained amounts which would otherwise be required to be deposited in the
Finance Charge Account or the Principal Account with respect to any Monthly
Period, the Servicer shall be required to deposit such amounts in the Finance
Charge Account or the Principal Account on the related Transfer Date to the
extent necessary to make required distributions to the Certificateholders on
the related Distribution Date, including any amounts which are required to be
applied as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account on
a monthly basis, all requirements herein to deposit amounts on a daily basis
shall be deemed to be satisfied to the extent that the required monthly
deposit is made and all references to amounts on deposit in such accounts
shall be deemed to include amounts which would otherwise have been deposited
therein on a daily basis.
SECTION 4.6 Determination of Required Monthly Interest Payment.
The amount of monthly interest distributable to the Series
Certificates shall be an amount equal to the sum of the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Class C Note
Interest Requirement (collectively, the "Note Interest Requirement");
provided, however, that with respect to the first Distribution Date, each of
the Class A Note Interest Requirement, the Class B Note Interest Requirement
and the Net Class C Note Interest Requirement will include accrued interest at
the applicable Note Interest Rate from the Closing Date through May 14, 2002.
SECTION 4.7 Determination of Monthly Principal Payments.
The amount of monthly principal distributable from the Principal
Account with respect to the Investor Certificates on each Transfer Date,
beginning with the Transfer Date in the month following the month in which the
Controlled Accumulation Period or, if earlier, the Rapid Amortization Period,
begins, shall be equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such Transfer
Date, (ii) for each Transfer Date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such Transfer Date and (iii) the
Adjusted Investor Interest on such Transfer Date prior to any deposit into the
Principal Funding Account to be made on such day.
SECTION 4.8 Coverage of Required Amount.
17
On or before each Transfer Date, the Servicer will determine the
amount (the "Required Amount") by which (A) the sum of (i) the Class A Note
Interest Requirement, (ii) the Class B Note Interest Requirement and (iii) the
Net Class C Note Interest Requirement plus (B) the Net Investor Servicing Fee
for the prior Monthly Period plus (C) the Net Investor Servicing Fee, if any,
due but not paid on any prior Transfer Date plus, (D) the Investor Default
Amount for the prior Monthly Period, if any, exceeds the amount of Available
Investor Finance Charge Collections for such Monthly Period. In the event the
Required Amount is greater than zero, the Servicer shall give written notice
to the Trustee of such positive Required Amount for such Transfer Date and all
or a portion of the Shared Excess Finance Charge Collections allocable to
Series 2002-2 with respect to such Transfer Date in an amount equal to the
Required Amount, to the extent available, for such Transfer Date shall be
distributed from the Finance Charge Account on such Transfer Date in
accordance with the priority of payments set forth in subsection 4.9(a).
SECTION 4.9 Monthly Payments.
On or before each Transfer Date, the Servicer shall instruct the
Trustee and the Paying Agent in writing (which writing shall be substantially
in the form of Exhibit B hereto) to withdraw and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date or the
related Distribution Date, as applicable, to the extent of available funds,
the amounts required to be withdrawn from the Finance Charge Account, the
Principal Account, the Principal Funding Account and the Distribution Account
as follows:
(a) An amount equal to the Available Investor Finance Charge
Collections for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(i) an amount equal to Class A Note Interest Requirement
for the related Transfer Date, shall be distributed by the Servicer
or the Trustee to the Certificateholders;
(ii) an amount equal to the Class B Note Interest
Requirement for the related Transfer Date shall be distributed by
the Servicer or the Trustee to the Certificateholders;
(iii) an amount equal to the Net Investor Servicing Fee
for such Transfer Date plus the amount of any Net Investor Servicing
Fee due but not paid to the Servicer on any prior Transfer Date
shall be distributed to the Servicer;
(iv) an amount equal to the Net Class C Note Interest
Requirement for the related Transfer Date, shall be distributed by
the Servicer or the Trustee to the Certificateholders;
18
(v) an amount equal to the Investor Default Amount, if
any, for the preceding Monthly Period shall be treated as a portion
of Available Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(vi) an amount equal to the aggregate amount by which the
Investor Interest has been reduced below the Initial Investor
Interest for reasons other than the payment of principal to the
Certificateholders (but not in excess of the aggregate amount of
such reductions which have not been previously reimbursed) shall be
deposited in the Principal Account on such Transfer Date and treated
as a portion of Available Investor Principal Collections;
(vii) on and after the Accumulation Period Reserve Account
Funding Date, but prior to the date on which the Accumulation Period
Reserve Account terminates, the Trustee will deposit an amount up
to the excess, if any, of the Required Accumulation Period Reserve
Account Amount over the Available Accumulation Period Reserve
Account Amount into the Accumulation Period Reserve Account;
(viii) an amount equal to the excess, if any, of the
Required Owner Trust Spread Account Amount over the amount then on
deposit in the Owner Trust Spread Account will be paid to the
Certificateholders; and
(ix) the balance, after payments made pursuant to clauses
(i) through (viii) above, first will be treated as Excess Finance
Charge Collections which will be available to cover shortfalls, if
any, in amounts payable from collections of Finance Charge
Receivables with respect to other Series in accordance with the
Agreement, and then the balance, if any, remaining after any such
sharing will be paid to the Certificateholders.
To the extent of the Finance Charge Shortfall, if any, following the
application on each Transfer Date of Available Investor Finance Charge
Collections as described above, the Servicer shall instruct the Trustee and
any Paying Agent in writing (which writing shall be substantially in the form
of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with
respect to Group One allocable to Series 2002-2 in the priority set forth
above.
(b) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections and the denominator of which is equal
to the sum of the Available Investor Principal Collections available
for sharing as specified in the related Supplement for each Series
and (2) the Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections,
19
shall remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series other than this Series
2002-2; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.9(b)(i) above shall
be paid to the Holder of the Transferor Certificate; provided,
however, that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.9(b)(ii) with respect to
such Transfer Date shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the application of
payments referred to in subsection 4.3(b)) and otherwise deposited
into the Excess Funding Account.
(c) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account
with respect to such Transfer Date, (ii) for each Transfer Date with
respect to the Controlled Accumulation Period, the applicable
Controlled Deposit Amount for such Transfer Date and (iii) the
Adjusted Investor Interest prior to any deposits on such Transfer
Date, shall be (A) during the Controlled Accumulation Period,
deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period paid to the Certificateholders; and
(ii) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.9(c)(i) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Supplement for
each Series and (2) the Cumulative Series Principal Shortfall and
(B) Available Investor Principal Collections, shall remain in the
Principal Account to be treated as Shared Principal Collections and
applied to Series other than this Series 2002-2; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.9(c)(i) and (ii)
above shall be paid to the Holder of the Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.9(c)(iii) with
respect to such Transfer Date shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to
20
the inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(d) On the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date (and on each Distribution Date
thereafter during the Controlled Accumulation Period), the Trustee or the
Paying Agent, acting in accordance with instructions from the Servicer, shall
pay to the Certificateholders an amount equal to the amount on deposit in the
Principal Funding Account on the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled to commence at
the close of business on the last day of the February 2004 Monthly Period;
provided, however, that, if the Accumulation Period Length (determined as
described below) is less than 12 months, the date on which the Controlled
Accumulation Period actually commences will be delayed to the first Business
Day of the month that is the number of whole months prior to the Scheduled
Principal Allocation Commencement Date at least equal to the Accumulation
Period Length and, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the December 2003 Determination Date, and each Determination Date
thereafter until the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the number of
whole months such that the sum of the Accumulation Period Factors for each
month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation Period
Length will not be determined to be less than one month.
SECTION 4.10 Investor Charge-Offs.
On or before each Transfer Date, the Servicer shall calculate the
Investor Default Amount. If on any Transfer Date, the Investor Default Amount
for the prior Monthly Period exceeds the sum of the amount allocated with
respect thereto pursuant to subsection 4.9(a)(v), with respect to such Monthly
Period, the Investor Interest (after giving effect to reductions for any
Reallocated Principal Collections on such Transfer Date) will be reduced by
the amount of such excess (such amount, an "Investor Charge-Off"), but not by
more than the lesser of the Investor Default Amount and the Investor Interest
(after giving effect to reductions for any Reallocated Principal Collections
on such Transfer Date) for such Transfer Date. In the event that such
reduction would cause the Investor Interest to be a negative number, the
Investor Interest will be reduced to zero, and no further amounts shall be
allocated to the Investor Certificate. If the Investor Interest has been
reduced by the amount of any Investor Charge-Offs or Reallocated Principal
Collections, such reductions will be reimbursed on any Transfer Date (but not
by an amount in excess of the aggregate unreimbursed Investor Charge-Offs and
unreimbursed Reallocated Principal Collections) by the amount of Available
Investor Finance Charge Collections allocable to Series 2002-2 allocated and
available for such purpose pursuant to subsection 4.9(a)(vi).
SECTION 4.11 Reallocated Principal Collections.
21
On or before each Transfer Date, the Servicer shall instruct the
Trustee and the Paying Agent in writing (which writing shall be substantially
in the form of Exhibit B hereto) to withdraw from the Principal Account and
apply Reallocated Principal Collections with respect to such Transfer Date in
an amount equal to the lesser of the Available Principal Collections and the
Monthly Principal Reallocation Amount for the preceding Monthly Period, and
apply such amounts on such Transfer Date in accordance with the priority set
forth in Section 4.9(a) hereof. On each Transfer Date the Investor Interest
shall be reduced by the amount of Reallocated Principal Collections for such
Transfer Date.
SECTION 4.12 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections
allocable to Series 2002-2 on any Transfer Date shall be applied as Available
Investor Principal Collections pursuant to Section 4.9 and shall be deposited
in the Distribution Account.
(b) Shared Principal Collections allocable to Series 2002-2 with
respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 2002-2 for such Transfer
Date; provided, however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less than the Cumulative
Series Principal Shortfall for such Transfer Date, then Shared Principal
Collections allocable to Series 2002-2 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Principal
Shortfall with respect to Series 2002-2 for such Transfer Date and the
denominator of which is the aggregate amount of the Cumulative Series
Principal Shortfall for all Series for such Transfer Date.
SECTION 4.13 Principal Funding Account.
(a) The Trustee, or the Servicer, on its behalf, shall establish and
maintain, in the name of the Trust, on behalf of the Trust, for the benefit of
the Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Certificateholders. The Trustee shall
possess all right, title and interest in all funds on deposit from time to
time in the Principal Funding Account and in all proceeds thereof. The
Principal Funding Account shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders. If at any time the
Principal Funding Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or
the Servicer on its behalf) shall, within 10 Business Days, establish a new
Principal Funding Account which meets the conditions specified in the
definition of Eligible Deposit Account, and shall transfer any cash or any
investments to such new Principal Funding Account. The Trustee or the Paying
Agent, at the direction of the Servicer, shall (i) make withdrawals from the
Principal Funding Account from time to time, in the amounts and for the
purposes set forth in this Series Supplement, and (ii) on each Transfer Date
(from and after the commencement of the Controlled Accumulation Period) prior
to termination of the Principal
22
Funding Account make a deposit into the Principal Funding Account in the
amount specified in, and otherwise in accordance with, subsection 4.9(c).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee or the Paying Agent
in Permitted Investments. Funds on deposit in the Principal Funding Account on
any Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the next succeeding Transfer Date. The Trustee or the Paying Agent
shall maintain for the benefit of the Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period, and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee or
the Paying Agent, acting at the Servicer's direction given before each
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds, but not in
excess of the Covered Amount, for application as Available Investor Finance
Charge Collections applied pursuant to subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds shall be included
as Available Investor Finance Charge Collections for such Transfer Date. An
amount equal to any Principal Funding Investment Shortfall shall be deposited
in the Finance Charge Account on each Transfer Date from the Accumulation
Period Reserve Account to the extent funds are available pursuant to
subsection 4.14(d) and included as Available Investor Finance Charge
Collections for such Transfer Date. Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.14 Accumulation Period Reserve Account.
(a) The Trustee or the Servicer on its behalf shall establish and
maintain, on behalf of the Trust, for the benefit of the Certificateholders,
an Eligible Deposit Account (the "Accumulation Period Reserve Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Accumulation Period Reserve Account and in all proceeds thereof. The
Accumulation Period Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders. If at any
time the institution holding the Accumulation Period Reserve Account ceases to
be an Eligible Deposit Account, the Transferor shall notify the Trustee, and
the Trustee upon being notified (or the Servicer on its behalf) shall, within
10 Business Days, establish a new Accumulation Period Reserve Account meeting
the conditions specified in the definition of Eligible Deposit Account, and
shall transfer any cash or any investments to such new Accumulation Period
Reserve Account. The Trustee or the Paying Agent, at the direction of the
Servicer, shall (i) make withdrawals from the Accumulation
23
Period Reserve Account from time to time in an amount up to the Available
Accumulation Period Reserve Account Amount at such time, for the purposes set
forth in this Series Supplement, and (ii) on each Transfer Date (from and
after the Accumulation Period Reserve Account Funding Date) prior to
termination of the Accumulation Period Reserve Account make a deposit into the
Accumulation Period Reserve Account in the amount specified in, and otherwise
in accordance with, subsection 4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve Account
shall be invested at the direction of the Servicer by the Trustee or the
Paying Agent in Permitted Investments. Funds on deposit in the Accumulation
Period Reserve Account on any Transfer Date, after giving effect to any
withdrawals from the Accumulation Period Reserve Account on such Transfer
Date, shall be invested in such investments that will mature so that such
funds will be available for withdrawal on or prior to the next succeeding
Transfer Date. The Trustee shall maintain for the benefit of the
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Accumulation Period Reserve Account
shall be retained in the Accumulation Period Reserve Account (to the extent
that the Available Accumulation Period Reserve Account Amount is less than the
Required Accumulation Period Reserve Account Amount) and the balance, if any,
shall be deposited into the Finance Charge Account and included in Available
Investor Finance Charge Collections for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Accumulation
Period Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such
funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Investor Interest and
on or before the first Transfer Date with respect to the Rapid Amortization
Period, the Servicer shall calculate the "Accumulation Period Reserve Draw
Amount" which shall be equal to the Principal Funding Investment Shortfall
with respect to each Transfer Date with respect to the Controlled Accumulation
Period or the first Transfer Date with respect to the Rapid Amortization
Period; provided, however, that such amount will be reduced to the extent that
funds otherwise would be available for deposit in the Accumulation Period
Reserve Account under Section 4.9(vii) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Accumulation Period
Reserve Draw Amount is greater than zero, the Accumulation Period Reserve Draw
Amount, up to the Available Accumulation Period Reserve Account Amount, shall
be withdrawn from the Accumulation Period Reserve Account on such Transfer
Date by the Trustee or the Paying Agent (acting in accordance with the
instructions of the Servicer), deposited into the Finance Charge Account and
included in Available Investor Finance Charge Collections for such Transfer
Date.
(e) In the event that the Accumulation Period Reserve Account
balance on any Transfer Date, after giving effect to all deposits to and
withdrawals from the Accumulation Period
24
Reserve Account with respect to such Transfer Date, is greater than zero, the
Trustee or the Paying Agent, acting in accordance with the instructions of the
Servicer, shall withdraw from the Accumulation Period Reserve Account, and
include as Available Investor Finance Charge Collections for such Transfer
Date, an amount equal to such Accumulation Period Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date, the Trustee, acting in accordance with
the instructions of the Servicer, shall withdraw from the Accumulation Period
Reserve Account and deposit all such amounts, if any, into the Finance Charge
Account to be treated as Available Investor Finance Charge Collections and the
Accumulation Period Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 4.15 Transferor's or Servicer's Failure to Make a Deposit or
Payment.
If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required to
be made or given by the Servicer or Transferor, respectively, at the time
specified in the Agreement (including applicable grace periods), the Trustee
or the Paying Agent shall make such payment or deposit from the applicable
Investor Account without instruction from the Servicer or Transferor. The
Trustee or the Paying Agent shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the Trustee or the
Paying Agent has sufficient information to allow it to determine the amount
thereof; provided, however, that the Trustee or the Paying Agent shall in all
cases be deemed to have sufficient information to determine the Class A Note
Interest Requirement, the Class B Note Interest Requirement, the Class C
Interest Requirement, the Net Class C Interest Requirement and the amount of
the Principal Payment on each Distribution Date. The Servicer shall, upon
request of the Trustee or the Paying Agent, promptly provide the Trustee or
the Paying Agent, as applicable with all information necessary to allow the
Trustee or the Paying Agent to make such payment, deposit or withdrawal. Such
funds or the proceeds of such withdrawal shall be applied by the Trustee or
the Paying Agent in the manner in which such payment or deposit should have
been made by the Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement.
Article V of the Agreement shall read in its entirety as follows and
shall be applicable only to the Certificateholders:
25
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. On each Transfer Date, the Trustee or the
Paying Agent shall distribute (in accordance with the certificates delivered
on or before the related Transfer Date by the Servicer to the Trustee and the
Paying Agent pursuant to subsection 3.4(b)) to the Certificateholders of
record on the immediately preceding Record Date (other than as provided in
subsection 2.4(e) or Section 12.3 respecting a final distribution) the amounts
on deposit in the Distribution Account which are payable to the
Certificateholders pursuant to Section 4.9 by check mailed to the
Certificateholders (at the Certificateholders' addresses as they appear in the
Certificate Register), except that in the event the Investor Certificates are
registered in the name of the nominee of a Clearing Agency or the Owner Trust,
such distribution shall be made in immediately available funds.
SECTION 5.2 Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee or the Paying
Agent shall forward to the Certificateholders, each Rating Agency and the
Owner Trustee a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and the
Paying Agent and setting forth, among other things, the following information
(which, in the case of subclauses (i) and (ii) below, shall be stated on the
basis of an original principal amount of $1,000 per Certificate and, in the
case of subclauses (viii) and (ix) shall be stated on an aggregate basis and
on the basis of an original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution allocable to
the payment of principal with respect to the Certificates;
(ii) the amount of the current distribution allocable to
the Class A Note Interest Requirement, Class B Note Interest
Requirement, and the Net Class C Note Interest Requirement,
respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect
of the Certificates;
(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Certificates;
(v) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Floating
Investor Percentage and the Fixed
26
Investor Percentage as of the close of business on the Distribution
Date preceding such Transfer Date (after giving effect to all of the
transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which
were 30 to 59, 60 to 89, and 90 or more days delinquent as of the
end of the day on the Record Date;
(vii) the Aggregate Investor Default Amount for the
related Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs, for
the related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs,
reimbursed on the Transfer Date immediately preceding such
Distribution Date;
(x) the amount of the Investor Servicing Fee for the
related Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Principal Collections with
respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date;
(xv) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the related
Transfer Date; and
(xvii) such other items as are set forth in Exhibit C to
this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before January
31 of each calendar year, beginning with calendar year 2003, the Trustee and
the Paying Agent shall distribute to each Person who at any time during the
preceding calendar year was a Series 2002-2 Certificateholder, a statement
prepared by the Servicer containing the information required to be contained
in the regular monthly report to the Certificateholders, as set forth in
subclauses (i) and (ii) above, aggregated for such calendar year or the
applicable portion thereof during which such
27
Person was a Series 2002-2 Certificateholder, together with such other
customary information (consistent with the treatment of the Certificates as
debt) as the Servicer deems necessary or desirable to enable the
Certificateholders to prepare its tax returns. Such obligations of the Trustee
and the Paying Agent shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee and the
Paying Agent pursuant to any requirements of the Internal Revenue Code as from
time to time in effect.
SECTION 9. Series 2002-2 Pay Out Events. If any one of the following
events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B)
this Series Supplement, on or before the date occurring five days
after the date such payment or deposit is required to be made herein
or (ii) duly to observe or perform in any material respect any
covenants or agreements of the Transferor set forth in the Agreement
or this Series Supplement, which failure has a material adverse
effect on the Certificateholders and which continues unremedied for
a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Transferor by the Trustee, or to the Transferor and the Trustee
by the Holder of the Investor Certificates and continues to affect
materially and adversely the interests of the Certificateholders;
(b) any representation or warranty made by the Transferor
in the Agreement or this Series Supplement, or any information
contained in a computer file or microfiche list required to be
delivered by the Transferor pursuant to Section 2.1 or 2.6, (i)
shall prove to have been incorrect in any material respect when made
or when delivered, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by the Holders of the Investor
Certificates, and (ii) as a result of which the interests of the
Certificateholders are materially and adversely affected and
continue to be materially and adversely affected for such period;
provided, however, that a Series 2002-2 Pay Out Event pursuant to
this subsection 9(b) shall not be deemed to have occurred hereunder
if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;
(d) the Transferor shall fail to convey Receivables
arising under the Additional Accounts, or Participations, to the
Trust, as required by subsection 2.6(a);
28
(e) any Servicer Default shall occur which would have a
material adverse effect on the Certificateholders;
(f) the Investor Interest shall not be paid in full on the
second Distribution Date following the Scheduled Principal
Allocation Commencement Date; or
(g) the occurrence of an Event of Default;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing to
the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 2002-2 Pay Out
Event") has occurred with respect to the Series Certificates as of the date of
such notice, and in the case of any event described in subsection 9(c), (d),
(f) or (g) hereof, a Series 2002-2 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10. Series 2002-2 Termination.
The right of the Certificateholders to receive payments from the
Trust will terminate on the first Business Day following the Series 2002-2
Termination Date.
SECTION 11. Counterparts.
This Series Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 12. (a) Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, 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.
(b) Article 8. The Series Certificates shall be securities governed
by Article 8 of the Delaware Uniform Commercial Code, as amended from time to
time. The foregoing declaration shall not be amended, modified, revoked or
otherwise changed during the effective ness of this Agreement without the
prior written consent of the Indenture Trustee.
29
SECTION 13. No Petition.
The Transferor, the Servicer and the Trustee, by entering into this
Series Supplement and the Certificateholders, by accepting Series 2002-2
Certificates hereby covenant and agree that they will not at any time
institute against the Trust, or join in any institution against the Trust of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the
Certificateholders, the Agreement or this Series Supplement.
SECTION 14. Amendment to Agreement.
By purchasing its Series 2002-2 Certificates the Certificateholders
shall be deemed to have consented (i) that JPMorgan Chase Bank shall be
replaced as Servicer with Chase Manhattan Bank USA, National Association, as a
successor servicer pursuant to an amendment of the Agreement to be executed at
such time as shall be agreed to by the parties thereto and (ii) that the
Agreement may be amended in such manner as may be specified by Chase USA so
that one or more special purpose entities may be interposed between Chase USA
and the Chase Credit Card Master Trust so that the Transferor is one or more
of such special purpose entities; provided, that, any such amendment pursuant
to this clause (ii) shall be made only if (a) the Rating Agency Condition is
satisfied and (b) such amendment would not, but for this clause (ii), require
the consent of all of the holders of the Certificates of all Series affected
by such amendment pursuant to Section 13.1(c) of the Agreement. Nothing in
clause (ii) of this Section 14 shall be construed to mean that any such
amendment would have required, but for such clause, the consent of
Certificateholders of this or any other outstanding Series.
SECTION 15. Tax Representation and Covenant.
Any Certificateholder, other than the Owner Trust, shall be required
to represent and covenant in connection with the acquisition of an interest in
the Series 2002-2 Certificates, that (x) it has neither acquired, nor will it
sell, trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through an "established securities market" within
the meaning of Code section 7704(b)(1), including without limitation an
interdealer quotation system that regularly disseminates firm buy or sell
quotations by identified brokers or dealers by electronic means or otherwise,
(y) unless the Transferor consents otherwise, such holder (i) is properly
classified as, and will remain classified as, a "corporation" as described in
Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation
as described in Code section 1361, and (z) it will (i) cause any participant
with respect to such interest otherwise permitted hereunder to make similar
representations and covenants for the benefit of the Transferor and the Trust
and (ii) forward a copy of such representations and covenants to the Trustee.
Each such Holder shall further agree in connection with its acquisition of
such interest that, in the event of any breach of its (or its participant's)
representation and covenant that it (or its participant) is and shall remain
classified as a corporation other than an S corporation, the Transferor shall
have the right to procure a replacement investor to replace such holder (or
its participant), and further that
30
such holder shall take all actions necessary to permit such replacement
investor to succeed to its rights and obligations as a holder (or to the
rights of its participant).
SECTION 16. Transfers of the Certificates.
(a) No portion of the Certificate or any interest therein may be
sold (including in the initial offering), conveyed, assigned, hypothecated,
pledged, participated, or otherwise transferred (each, a "Transfer") except in
accordance with this Section 16. No portions of the Certificates or any
interest therein may be Transferred to any Person (other than Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 2002-2 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2002-2) (each, an "Assignee"), unless the
Assignee shall have executed and delivered the certification referred to in
subsection 16(e) below. Any attempted Transfer that would cause the number of
Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer, and
the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii) a
corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a
tax-exempt entity, recognizes that payments with respect to the Certificate
may constitute unrelated business taxable income or (iii) a Person not
described in (i) or (ii) whose ownership of any interest in the Certificates
is effectively connected with the conduct of a trade or business within the
United States (within the meaning of the Code) or (B) an estate or trust the
income of which is includible in gross income for U.S. federal income tax
purposes. Each Assignee also shall agree that (a) if it is a person described
in clause (A)(i) or (A)(ii) above, it will furnish to the Person from whom it
is acquiring any interest in the Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 (and will agree to
furnish a new Form W-9, or any successor applicable form, upon the expiration
or obsolescence of any previously delivered form) or (b) if it is a person
described in clause (A)(iii) above, it will furnish to the person from whom it
is acquiring any interest in the Certificates, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-8ECI (and will agree to
furnish a new Form W-8ECI, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws), and, in each case, such
other certifications, representations or opinions of counsel as may be
requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and
any Assignee thereof shall certify to the Transferor, the Servicer and the
Trustee that, in the case of any Assignee, it has not acquired and, in the
case of each Initial Purchaser and any Assignee, it will not sell, trade or
transfer any interest in the Certificates or cause an interest in the
Certificates to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury
regulation thereunder, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy
31
or sell quotations. In addition, any Assignee shall certify, prior to any
delivery or Transfer to it of any Certificates that it is not and will not
become, for so long as it holds an interest in the Certificates, a
partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes or, if it is such a Person, the Certificates will represent not
more than 50% of the value of all of its assets. Each Initial Purchaser of an
interest in the Certificates acknowledges that the Opinion of Counsel to the
effect that the Trust will not be treated as a publicly traded partnership
taxable as a corporation is dependent in part on the accuracy of its
certifications described in this subsection 16(c). For purposes of this
Section 16, "Initial Purchaser" shall mean the Transferor, Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 2002-2 and The Bank of New York not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2002-2.
(d) Each Initial Purchaser of any interest in the Certificates
shall, by its acceptance of the Certificates, be deemed to have certified and
each Assignee shall certify to the Transferor, the Servicer and the Trustee
(i) that it has purchased its interest in the Certificates for investment only
and not with a view to any public distribution thereof, (ii) that it will not
offer, sell, pledge or otherwise transfer its interest in all or any portion
of the Certificates, except in compliance with the Securities Act and other
applicable laws and only (1) to the Transferor or (2) to a limited number of
institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act) and in a transaction exempt from the
registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) and
(iii) its purchase of its interest in the Certificates is not being made in
reliance on the Prospectus. Each holder by acquiring the Certificates must
represent that it is an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any portion
of the Certificates shall be made at the office of the Transfer Agent and
Registrar and shall be accompanied by letters of representations from the
prospective Certificateholders substantially in the form attached as Exhibit
D, executed by the ultimate beneficial purchaser of the Investor Interest (or
any portion thereof) in person or by such prospective Certificateholders'
attorney thereunto duly authorized in writing, and receipt by the Trustee of
the written consent of each of the Transferor and the Servicer to such
transfer, the Certificates (or such portion thereof) shall be transferred upon
the Certificate Register. Such transfers of all or any portion of the
Certificates shall be subject to the restrictions set forth in this Section 16
and to such other restrictions as shall be set forth in the letter of
representations, substantially in the form attached as Exhibit D, executed by
the purchasing Certificateholders. Successive registrations and registrations
of transfers as aforesaid may be made from time to time as desired, and each
such registration shall be noted on the Certificate Register.
(f) The Transferor and the Servicer will facilitate any transfer of
the Certificates consistent with the requirements of this Section 16,
including assisting in the determination as to whether the number of Targeted
Holders would exceed ninety-nine.
32
SECTION 17. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the Trustee
and any Paying Agent shall comply with all Federal withholding requirements
with respect to payments to the Certificateholders of interest, original issue
discount, or other amounts that the Trustee, any Paying Agent, the Servicer or
the Transferor reasonably believes are applicable under the Code. The consent
of the Certificateholders shall not be required for any such withholding. In
the event the Trustee or the Paying Agent withholds any amount from payments
made to any Certificateholders pursuant to federal withholding requirements,
the Trustee or the Paying Agent shall indicate to such Certificateholders the
amount withheld and all such amounts shall be deemed to have been paid to such
Certificateholders and such Certificateholders shall have no claim therefor.
SECTION 18. Tax Characterization of the Certificates.
It is the intention of the parties hereto that the provisions of
Section 3.7 of the Agreement shall not apply to cause the Certificates to be
treated as debt for Federal, state and local income and franchise tax
purposes, but rather it is the intention of the parties hereto that the
Certificates be treated for Federal, state and local income and franchise tax
purposes as representing an undivided beneficial interest in the assets of
the Trust.
SECTION 19. ERISA Legend.
Each Certificate will bear a legend or legends substantially in the
following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,
(II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE, OR (III) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
IN THE ENTITY.
33
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 2002-2 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By: /s/ Xxxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
By: /s/ Xxxxxx Xxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxx Xxxxxx
Title: Financial Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
