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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 1999-[ ] Certificateholder
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SERIES 1999-[ ] SUPPLEMENT
Dated as of [ ], 1999
to
SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1996
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CHASE CREDIT CARD MASTER TRUST
Series 1999-[ ]
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TABLE OF CONTENTS
Page
SECTION 1. Designation. . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. Servicing Compensation and Assignment of Interchange . . . . 13
SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . . . 14
SECTION 5. Delivery and Payment for the Investor Certificate . . . . . 14
SECTION 6. Form of Delivery of Investor Certificate . . . . . . . . . 14
SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . . . 15
SECTION 4.4 Rights of the Certificateholder . . . . . . . . . . . . 15
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.6 Determination of Required Monthly Interest Payment . . . 18
SECTION 4.7 Determination of Monthly Principal . . . . . . . . . . . 19
SECTION 4.8 Coverage of Required Amount . . . . . . . . . . . . . . 19
SECTION 4.9 Monthly Payments . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.10 Investor Charge-Offs . . . . . . . . . . . . . . . . . 23
SECTION 4.11 Reallocated Principal Collections . . . . . . . . . . . 24
SECTION 4.12 Shared Principal Collections . . . . . . . . . . . . . 24
SECTION 4.13 Principal Funding Account . . . . . . . . . . . . . . . 24
SECTION 4.14 Accumulation Period Reserve Account . . . . . . . . . . 26
SECTION 4.15 Transferor's or Servicer's Failure to Make a
Deposit or Payment . . . . . . . . . . . . . . . . . 28
SECTION 8. Article V of the Agreement . . . . . . . . . . . . . . . . 28
SECTION 5.1 Distributions . . . . . . . . . . . . . . . . . . . . . 28
SECTION 5.2 Monthly Series 1999-[] Certificateholder's Statement . . 29
SECTION 9. Series 1999-[ ] Pay Out Events . . . . . . . . . . . . . 31
SECTION 10. Series 1999-[ ] Termination . . . . . . . . . . . . . . . 32
SECTION 11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 12. Governing Law . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 13. No Petition . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 14. Amendment to Agreement . . . . . . . . . . . . . . . . . . 33
SECTION 17. Compliance with Withholding Requirements . . . . . . . . . 36
[SECTION 18. Tax Characterization of the Certificate . . . . . . . . . 36
SECTION 19. ERISA Legend. . . . . . . . . . . . . . . . . . . . . . . 36
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1999-[ ]
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
SERIES 1999-[ ] SUPPLEMENT, dated as of [ ], 1999 (this
"Series Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996, THE
CHASE MANHATTAN BANK, as Transferor prior to June 1, 1996 and as Servicer,
and THE BANK OF NEW YORK, as Trustee under the Second Amended and Restated
Pooling and Servicing Agreement dated as of September 1, 1996 between Chase
USA, the Servicer and the Trustee (as may be amended, modified or
supplemented from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that
the Transferor and the Trustee may at any time and from time to time enter
into a supplement to the Agreement for the purpose of authorizing the
delivery by the Trustee to the Transferor for the execution and redelivery
to the Trustee for authentication of one or more Series of Certificates;
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof;
On the Closing Date, the Certificate will be deposited by the
Transferor in the Chase Credit Card Owner Trust 1999- (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 1999-[ ] Certificate." The
Series 1999-[ ] Certificate shall be substantially in the form of Exhibit A
hereto.
(b) Series 1999-[ ] shall be included in Group [One] (as defined
below). Series 1999-[ ] 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 Certificate and no other Series of Certificates issued by the
Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period,
a fraction, the numerator of which is equal to the sum of the initial
investor interests (or other amounts specified in the applicable
Supplement) of all outstanding Series, and the denominator of which is
equal to the sum of (a) the Initial Investor Interest, (b) the initial
investor interests (or other amounts specified in the applicable
Supplement) of all outstanding Series (other than Series 1999-[ ]) which
are not expected to be in their revolving periods, and (c) the initial
investor interests (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of (a) the Transfer
Date with respect to the Monthly Period which commences three months prior
to the commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%, but
in such event the Accumulation Period Reserve Account Funding Date shall
not be required to occur earlier than the Transfer Date with respect to the
Monthly Period which commences 12 months prior to the commencement of the
Controlled Accumulation Period; (c) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 3%, but in such event the
Accumulation Period Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period
which commences six months prior to the commencement of the Controlled
Accumulation Period; and (d) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 4%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences four
months prior to the commencement of the Controlled Accumulation Period.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount
for the previous Monthly Period over the amount deposited into the
Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to
the Certificate 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 1999-[ ] in accordance
with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement, each
for the related Note Interest Period, and the Investor Servicing Fee with
respect to such Monthly Period and the denominator of which is the Investor
Interest as of the close of business on the last day of such Monthly
Period.
"Certificateholder" shall mean the Person in whose name the
Series 1999-[ ] Certificate is registered in the Certificate Register.
"Certificate" shall mean the certificate 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 [ ], 1999.
"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,
[$ ]; provided, however, that if the commencement of the
Controlled Accumulation Period is determined to be less than 12 months
pursuant to subsection 4.9(e), the Controlled Accumulation Amount for each
Transfer Date with respect to the Controlled Accumulation Period prior to
the Scheduled Principal Allocation Commencement Date, will be equal to (x)
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 [ , ] or such later date as is determined in
accordance with subsection 4.9(e) and ending on the first to occur of (a)
the commencement of the Rapid Amortization Period and (b) the Series 1999-[
] Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation
Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with respect
to any Interest Period, an amount equal to the product of (a) (i) a
fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, times (ii) the Class A
Note Interest Rate, in effect with respect to such Interest Period, and (b)
the Principal Funding Account Balance as of the close of business on the
Distribution Date preceding such Transfer Date (after giving effect to all
of the transactions occurring on such date).
"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 [ ], 1999 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 IBCA, Inc. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Investor Interest as of the close of business on the last day
of the Revolving Period and the denominator of which is the greater of (a)
the sum of (i) the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior Monthly
Period and (ii) the Excess Funding Amount as of the close of business on
such last day of the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided, however, that
with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs, the amount determined pursuant to clause
(a)(i) hereof shall be the quotient of (A) the sum of (I) the aggregate
amount of Principal Receivables in the Trust as of the close of business on
the last day of the prior Monthly Period multiplied by the actual number of
days in the period from and including the first day of such Monthly Period
to but excluding the related Addition Date or Removal Date and (II) the
aggregate amount of Principal Receivables in the Trust as of the beginning
of the day on the related Addition Date or Removal Date after adjusting for
the aggregate amount of Principal Receivables added to or removed from the
Trust on the related Addition Date or Removal Date, multiplied by the
actual number of days in the period from and including the related Addition
Date or Removal Date to and including the last day of such Monthly Period
divided by (B) the actual number of days in such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (or with respect to the first Monthly
Period, the Initial Investor Interest) and the denominator of which is the
greater of (a) the sum of (i) the aggregate amount of Principal Receivables
as of the close of business on the last day of the prior Monthly Period (or
with respect to the first calendar month in the first Monthly Period, the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the day immediately preceding the Closing Date[, and with
respect to the second calendar month in the first Monthly Period, the
aggregate amount of Principal Receivables as of the close of business on
the last day of the first calendar month in the first Monthly Period]) and
(ii) the Excess Funding Amount as of the close of business on such last day
of the prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Finance Charge Receivables,
Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that
with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs, the amount determined pursuant to clause
(a)(i) hereof shall be the quotient of (A) the sum of (I) the aggregate
amount of Principal Receivables in the Trust as of the close of business on
the last day of the prior Monthly Period multiplied by the actual number of
days in the period from and including the first day of such Monthly Period
to but excluding the related Addition Date or Removal Date and (II) the
aggregate amount of Principal Receivables in the Trust as of the beginning
of the day on the related Addition Date or Removal Date after adjusting for
the aggregate amount of Principal Receivables added to or removed from the
Trust on the related Addition Date or Removal Date, multiplied by the
actual number of days in the period from and including the related Addition
Date or Removal Date to and including the last day of such Monthly Period
divided by (B) the actual number of days in such Monthly Period.
"Group One" shall mean Series 1999-[ ] and each other Series
specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of
_______, 1999 between the Chase Credit Card Owner Trust 1999-[ ] and The
Bank of New York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificate, which is $[ ].
"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 Certificateholder" shall mean the holder of record of
the Series 1999-[ ] Certificate.
"Investor Certificate" shall mean the Series 1999-[ ]
Certificate.
"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 Certificate prior to such date and
minus (c) the aggregate amount of Investor Charge-Offs pursuant to Section
4.10 and Reallocated Principal Collections pursuant to Section 4.11 plus
(d) the aggregate amount of Available Investor Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.9(a)(vi) for the purpose of reimbursing the amount of any reduction
pursuant to clause (c); provided, however, that the Investor Interest may
not be reduced below zero.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Collections of Finance Charge Receivables and Default Amounts at
any time and Collections of Principal Receivables during the Revolving
Period, the Floating Investor Percentage and (b) with respect to
Collections of Principal Receivables during the Controlled Accumulation
Period or the Rapid Amortization Period, the Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections
4.5(a)(ii), 4.5(b)(ii), or 4.5(c)(ii), in each case, as applicable to such
Monthly Period and (b) the aggregate amount to be treated as Investor
Principal Collections pursuant to subsections 4.9(a)(v) and (vi) for such
Monthly Period (other than such amount paid from Reallocated Principal
Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the
Investor Certificates shall begin on and include the Closing Date and shall
end on and include [ ], 1999.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1999-[ ]) 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)
___% and (II) the Initial Investor Interest minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-
Offs for the related Monthly Period) and unreimbursed Reallocated Principal
Collections (as of the previous Distribution Date) and (b) zero; and (B)
the lower of (i) the excess of the Class B Note Interest Requirement and
the Net Investor Servicing Fee over the Available Investor Finance Charge
Collections allocated with respect thereto pursuant to subsections
4.9(a)(i)and 4.9(a)(ii)and (ii) the greater of (a) the product of (I) %
and (II) the Initial Investor Interest minus the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections
as of the previous Distribution Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the meaning
set forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the
Investor Servicing Fee allocable to the Series 1999-[ ] Certificate 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 1999-[
] Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"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.
"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 1999-[ ] Termination Date and (b) the termination
of the Trust pursuant to Section 12.1.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and Fitch.
"Reallocated 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 (a) the product of (i)
__%, (ii) the Initial Investor Interest and (iii) 0.5% or (b) any other
amount designated by the Transferor; provided, however, that if such
designation is of a lesser amount, the Transferor shall (i) provide the
Servicer and the Trustee with evidence that the Rating Agency Condition
shall have been satisfied and (ii) deliver to the Trustee a certificate of
an authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Transferor, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to occur
with respect to Series 1999-[ ].
"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
Distribution Date.
"Series 1999-[ ]" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificate.
"Series 1999-[ ] Certificateholder" shall mean the holder of
record of a Series 1999-[ ] Certificate.
"Series 1999-[ ] Pay Out Event" shall have the meaning specified
in Section 9 hereof.
"Series 1999-[ ] Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid
in full, (b) the [ ] Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the Controlled
Deposit Amount for such Transfer Date, and (ii) with respect to any
Transfer Date during the Rapid Amortization Period, the Adjusted Investor
Interest over (b) the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the
Investor Certificate 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 1999-[ ]
Certificate 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 Certificate.
"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 Certificate.
"Targeted Holder" shall mean each holder of a right to receive
interest or principal with respect to the Investor Certificate (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 1999-[ ] 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 [
] Monthly Period and the denominator of which is 360, (ii) 2.0% and
(iii) the Initial Investor Interest on the Closing Date. On each Transfer
Date a portion of Interchange with respect to the related Monthly Period
that is on deposit in the Finance Charge Account shall be withdrawn from
the Finance Charge Account and paid to the Servicer in payment of a portion
of the Investor Servicing Fee with respect to such Monthly Period
("Servicer Interchange"). Should the Servicer Interchange on deposit in
the Finance Charge Account on any Transfer Date with respect to the related
Monthly Period be less than one-twelfth of 1.00% of the Adjusted Investor
Interest as of the last day of such Monthly Period, the Investor Servicing
Fee with respect to such Monthly Period will not be paid to the extent of
such insufficiency of Servicer Interchange on deposit in the Finance Charge
Account. The share of the Investor Servicing Fee allocable to the
Certificateholder 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 [ ], 1999 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 Investor 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 Investor Certificateholders
with respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product
of (i) the aggregate amount of Interchange with respect to such Monthly
Period and (ii) the Investor Percentage with respect to Finance Charge
Receivables for such Monthly Period. On each Transfer Date, the Transferor
shall pay to the Servicer, and the Servicer shall deposit into the Finance
Charge Account, in immediately available funds, the amount of Interchange
to be so included as Collections of Finance Charge Receivables allocable to
the Investor Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificate shall be subject to retransfer to the Transferor at its option,
in accordance with the terms specified in subsection 12.2(a), on any
Distribution Date on or after the Distribution Date on which the Investor
Interest is reduced to an amount less than or equal to 5% of the Initial
Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest
and (b) accrued and unpaid interest on the Investor Certificates through
the day preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificate.
The Transferor shall execute and deliver the Series 1999-[ ] Certificate to
the Trustee for authentication in accordance with Section 6.1. The Trustee
shall deliver such Certificate when authenticated in accordance with
Section 6.2.
SECTION 6. Form of Delivery of Investor Certificate.
The Certificate shall be delivered as a Registered Certificate as
provided in Sections 6.1.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3
shall be read in their entirety as provided in the Agreement. Article IV
(except for Sections 4.1, 4.2 and 4.3 thereof) shall be read in its
entirety as follows and shall be applicable only to the Investor
Certificate:
ARTICLE IV
RIGHTS OF THE CERTIFICATEHOLDER AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholder. The Investor
Certificate shall represent an undivided interest in the Trust, consisting
of the right to receive, to the extent necessary to make the required
payments with respect to such Investor Certificate at the times and in the
amounts specified in this Agreement, (a) the Floating Investor Percentage
and Fixed Investor Percentage (as applicable from time to time) of
Collections received with respect to the Receivables and (b) funds on
deposit in the Collection Account, the Finance Charge Account, the Excess
Funding Account, the Principal Account, the Principal Funding Account, the
Accumulation Period Reserve Account and the Distribution Account. The
Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess
Funding Account, the Principal Funding Account, the Accumulation Period
Reserve Account or the Distribution Account, except as specifically
provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to
the Investor Certificateholder 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 Investor Certificateholder 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 Transferor Certificate
only if the Transferor Interest on such Date of Processing is greater
than the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Date of Processing and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(c) Allocations During the Rapid Amortization Period. During the
Rapid Amortization Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection
Account, allocate to the Investor Certificateholder 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 Certificate, and notwithstanding anything in the Agreement or this
Series Supplement to the contrary, whether or not the Servicer is required
to make monthly or daily deposits from the Collection Account into the
Finance Charge Account or the Principal Account pursuant to subsections
4.5(a), 4.5(b) and 4.5(c), with respect to any Monthly Period (i) the
Servicer will only be required to deposit Collections from the Collection
Account into the Finance Charge Account or the Principal Account in an
amount equal to the lesser of (x) the amount required to be deposited into
any such deposit account pursuant to subsection 4.5(a), 4.5(b) or 4.5(c)
and (y) the amount required to be distributed on or prior to the related
Distribution Date to the Investor Certificateholder and (ii) if at any time
prior to such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant to
clause (i) above, the Servicer will be permitted to withdraw the excess
from the Collection Account. To the extent that, in accordance with this
subsection 4.5(d), the Servicer has retained amounts which would otherwise
be required to be deposited in the Finance Charge Account or the Principal
Account with respect to any Monthly Period, the Servicer shall be required
to deposit such amounts in the Finance Charge Account or the Principal
Account on the related Transfer Date to the extent necessary to make
required distributions to the Investor Certificateholder 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 Certificate
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 [ ], 1999.
SECTION 4.7 Determination of Monthly Principal Payments.
The amount of monthly principal distributable from the Principal
Account with respect to the Investor Certificate on each Transfer Date,
beginning with the Transfer Date in the month following the month in which
the Controlled Accumulation Period or, if earlier, the Rapid Amortization
Period, begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect to
such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest on such Transfer
Date prior to any deposit into the Principal Funding Account to be made on
such day.
SECTION 4.8 Coverage of Required Amount. On or before each
Transfer Date, the Servicer will determine the amount (the "Required
Amount") by which (A) the sum of (i) the Class A Note Interest Requirement,
(ii) the Class B Note Interest Requirement and (iii) the Net Class C Note
Interest Requirement plus (B) the Net Investor Servicing Fee for the prior
Monthly Period plus (C) the Net Investor Servicing Fee, if any, due but not
paid on any prior Transfer Date plus, (D) the Investor Default Amount for
the prior Monthly Period, if any, exceeds the amount of Available Investor
Finance Charge Collections for such Monthly Period. In the event the
Required Amount is greater than zero, the Servicer shall give written
notice to the Trustee of such positive Required Amount for such Transfer
Date and all or a portion of the Shared Excess Finance Charge Collections
allocable to Series 1999-[ ] 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 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 Certificateholder;
(ii) an amount equal the Class B Note Interest Requirement for
the related Transfer Date shall be distributed by the Servicer or the
Trustee to the Certificateholder;
(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 Interest Requirement for
the related Transfer Date, shall be distributed by the Servicer or the
Trustee to the Certificateholder;
(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
Certificateholder (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 Certificateholder;
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
Certificateholder.
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 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 1999-[ ] 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, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other
than this Series 1999-[ ]; 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
Certificateholder; 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 1999-[ ]; 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 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, acting
in accordance with instructions from the Servicer, shall pay to the
Certificateholder 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 [ ] 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 [ ] 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 1999-[ ] allocated and available for such
purpose pursuant to subsection 4.9(a)(vi).
SECTION 4.11 Reallocated Principal Collections. On or before
each Transfer Date, the Servicer shall instruct the Trustee 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 1999-[ ] 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 1999-[ ]
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1999-[ ] 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 1999-[ ] 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 1999-[ ] 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 shall establish and maintain, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholder, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholder. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Principal Funding Account
and in all proceeds thereof. The Principal Funding Account shall be under
the sole dominion and control of the Trustee for the benefit of the
Investor Certificateholder. 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, at the direction of the Servicer,
shall (i) make withdrawals from the Principal Funding Account from time to
time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement
of the Controlled Accumulation Period) prior to termination of the
Principal Funding Account make a deposit into the Principal Funding Account
in the amount specified in, and otherwise in accordance with, subsection
4.9(c).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee 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
shall maintain for the benefit of the Investor Certificateholder possession
of the negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed of prior
to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period, and on each Transfer
Date thereafter with respect to the Controlled Accumulation Period, the
Trustee, acting at the Servicer's direction given 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 shall establish and maintain, on behalf of the
Trust, for the benefit of the Investor Certificateholder, 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 Investor Certificateholder. 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 Investor
Certificateholder. 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, at the direction of the Servicer, shall (i) make withdrawals from
the Accumulation Period Reserve Account from time to time in an amount up
to the Available Accumulation Period Reserve Account Amount at such time,
for the purposes set forth in this Series Supplement, and (ii) on each
Transfer Date (from and after the Accumulation Period Reserve Account
Funding Date) prior to termination of the Accumulation Period Reserve
Account make a deposit into the Accumulation Period Reserve Account in the
amount specified in, and otherwise in accordance with, subsection
4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve Account
shall be invested at the direction of the Servicer by the Trustee 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 Investor
Certificateholder 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 (acting in accordance with the
instructions of the Servicer), deposited into the Finance Charge Account
and included in Available Investor Finance Charge Collections for such
Transfer Date.
(e) In the event that the Accumulation Period Reserve Account
balance on any Transfer Date, after giving effect to all deposits to and
withdrawals from the Accumulation Period Reserve Account with respect to
such Transfer Date, is greater than zero, the Trustee, 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 shall make such payment or deposit from the applicable Investor
Account without instruction from the Servicer or Transferor. The Trustee
shall be required to make any such payment, deposit or withdrawal hereunder
only to the extent that the Trustee has sufficient information to allow it
to determine the amount thereof; provided, however, that the Trustee shall
in all cases be deemed to have sufficient information to determine the
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, promptly provide the Trustee
with all information necessary to allow the Trustee to make such payment,
deposit or withdrawal. Such funds or the proceeds of such withdrawal shall
be applied by the Trustee in the manner in which such payment or deposit
should have been made by the Transferor or the Servicer, as the case may
be.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholder:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDER
SECTION 5.1 Distributions. On each Transfer Date, the Trustee
shall distribute (in accordance with the certificate delivered on or before
the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to the Investor Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.4(e) or Section 12.3 respecting a final distribution)the amounts on
deposit in the Distribution Account which are payable to the Investor
Certificateholder pursuant to Section 4.9 by check mailed to the
Certificateholder (at the Certificateholder's address as it appears in the
Certificate Register), except that in the event the Investor Certificate is
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 Series 1999-[] Certificateholder's
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to the Series 1999-[ ] Certificateholder, 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 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 Certificate;
(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 Certificate;
(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect
of the Certificate;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Floating Investor
Percentage and the Fixed Investor Percentage as of the close of
business on the Distribution Date preceding such Transfer Date (after
giving effect to all of the transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which were 30
to 59, 60 to 89, and 90 or more days delinquent as of the end of the
day on the Record Date;
(vii) the Aggregate Investor Default Amount for the related
Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs, for the
related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs, reimbursed on
the Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Investor Servicing Fee for the related
Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Principal Collections with
respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;
(xv) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the related
Transfer Date; and
(xvii) such other items as are set forth in Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2000, the
Trustee shall distribute to each Person who at any time during the
preceding calendar year was the Series 1999-[ ] Certificateholder, a
statement prepared by the Servicer containing the information required to
be contained in the regular monthly report to the Series 1999-[ ]
Certificateholder, as set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof during
which such Person was the Series 1999-[ ] Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificate as debt) as the Servicer deems necessary or desirable to enable
the Series 1999-[ ] Certificateholder to prepare its tax returns. Such
obligations of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Internal Revenue Code as from
time to time in effect.
SECTION 9. Series 1999-[ ] Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificate:
(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 Investor Certificateholder 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 Certificate and continues to
affect materially and adversely the interests of the Series 1999-[ ]
Certificateholder;
(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 Holder of the Investor Certificate, and
(ii) as a result of which the interests of the Series 1999-[ ]
Certificateholder are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that
a Series 1999-[ ] 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
Additional Accounts, or Participations, to the Trust, as required by
subsection 2.6(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 1999-[ ] Certificateholder;
(f) the Investor Interest shall not be paid in full on the second
Distribution Date following the Scheduled Principal Allocation
Commencement Date; or
(g) the occurrence of an Event of Default under the Indenture;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing
to the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 1999-[ ] Pay Out
Event") has occurred with respect to the Series Certificate 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 1999-[ ] 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 1999-[ ] Termination. The right of the
Investor Certificateholder to receive payments from the Trust will
terminate on the first Business Day following the Series 1999-[ ]
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. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 13. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and the Certificateholder,
by accepting a Series 1999-[ ] Certificate hereby covenant and agree that
they will not at any time institute against the Trust, or join in any
institution against the Trust of, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Investor Certificateholder, the Agreement
or this Series Supplement.
SECTION 14. Amendment to Agreement. By purchasing its Series
1999-[ ] Certificate the Investor Certificateholder shall be deemed to have
consented that The Chase Manhattan Bank shall be replaced as Servicer with
Chase Manhattan Bank USA, National Association, as a successor servicer
pursuant to an amendment of the Agreement to be executed at such time as
shall be agreed to by the parties thereto.
SECTION 15. Tax Representation and Covenant. Any
Certificateholder shall be required to represent and covenant in connection
with such acquisition that (x) it has neither acquired, nor will it sell,
trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through an "established securities market"
within the meaning of Code section 7704(b)(1), including without limitation
an interdealer quotation system that regularly disseminates firm buy or
sell quotations by identified brokers or dealers by electronic means or
otherwise, (y) unless the Transferor consents otherwise, such holder (i) is
properly classified as, and will remain classified as, a "corporation" as
described in Code section 7701(a)(3) and (ii) is not, and will not become,
an S corporation as described in Code section 1361, and (z) it will (i)
cause any participant with respect to such interest otherwise permitted
hereunder to make similar representations and covenants for the benefit of
the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such Holder shall
further agree in connection with its acquisition of such interest that, in
the event of any breach of its (or its participant's) representation and
covenant that it (or its participant) is and shall remain classified as a
corporation other than an S corporation, the Transferor shall have the
right to procure a replacement investor to replace such holder (or its
participant), and further that such holder shall take all actions necessary
to permit such replacement investor to succeed to its rights and
obligations as a holder (or to the rights of its participant).
SECTION 16. Transfers of the Certificates. (a) No portion of
the Certificate or any interest therein may be sold (including in the
initial offering), conveyed, assigned, hypothecated, pledged, participated,
or otherwise transferred (each, a "Transfer") except in accordance with
this Section 16. No portion of the Certificate or any interest therein may
be Transferred to any Person (other than Chase Manhattan Bank Delaware, not
in its individual capacity but solely in its capacity as owner trustee of
the Chase Credit Card Owner Trust 1999- 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 1999- ) (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 Certificate, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 (and will agree to furnish
a new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws), and, in each case, such other
certifications, representations or opinions of counsel as may be requested
by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificate
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 Certificate or cause an interest in
the Certificate to be marketed on or through an "established securities
market" within the meaning of Section 7704(b)(1) of the Code and any
treasury regulation thereunder, including, without limitation, an over-the-
counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations. In addition, any Assignee shall
certify, prior to any delivery or Transfer to it of any Certificate that it
is not and will not become, for so long as it holds an interest in the
Certificate, a partnership, Subchapter S corporation or grantor trust for
U.S. federal income tax purposes or, if it is such a Person, the
Certificate will represent not more than 50% of the value of all of its
assets. Each Initial Purchaser of an interest in the Certificate
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, Chase Manhattan Bank Delaware, not in its
individual capacity but solely in its capacity as owner trustee of the
Chase Credit Card Owner Trust 1999-[ ] 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 1999-[ ].
(d) Each Initial Purchaser of any interest in the Certificate
shall, by its acceptance of the Certificate, 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 Certificate 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 Certificate, 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 Certificate is not being made in reliance
on the Prospectus. Each holder by acquiring the Certificate 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 Certificate shall be made at the office of the Transfer
Agent and Registrar and shall be accompanied by a letter of representations
from the prospective Certificateholder 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
Certificateholder's 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 Certificate (or such portion thereof)
shall be transferred upon the Certificate Register. Such transfers of all
or any portion of the Certificate 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 Certificateholder. 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 Certificate consistent with the requirements of this Section 16,
including assisting in the determination as to whether the number of
Targeted Holders would exceed ninety-nine.
SECTION 17. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the Trustee and any
Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Certificateholders of interest, original issue
discount, or other amounts that the Trustee, any Paying Agent, the Servicer
or the Transferor reasonably believes are applicable under the Code. The
consent of the Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any
amount from payments made to any Certificateholders pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to
such Certificateholders the amount withheld and all such amounts shall be
deemed to have been paid to such Certificateholder Holder and the
Certificateholders shall have no claim therefor.
SECTION 18. Tax Characterization of the Certificate. It is the
intention of the parties hereto that the provisions of Section 3.7 of the
Agreement shall not apply to cause the Certificate 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 Certificate 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 THE BENEFIT PLAN" OR SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE
TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT
(I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975 (E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 1999-[ ] Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By:________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
EXHIBIT A
FORM OF CERTIFICATE
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER,
AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE
TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT
THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER
WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE
BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975
(E)(1) OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.
No. ___ $_________
CHASE CREDIT CARD MASTER TRUST
SERIES 1999-[ ] CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists
of a portfolio of MasterCardregistered trademark and VISAregistered
trademark credit card receivables generated or acquired by Chase Manhattan
Bank USA, National Association ("Chase USA") and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that (the "Certificateholder") is the
registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created and arising in connection with selected
MasterCard and VISA credit card accounts (the "Accounts") of Chase USA, all
monies due or to become due in payment of the Receivables (including all
Finance Charge Receivables), the right to certain amounts received as
Interchange and Recoveries (if any), all proceeds of the foregoing and the
other assets and interests constituting the Trust pursuant to the Second
Amended and Restated Pooling and Servicing Agreement dated as of September
1, 1996 as supplemented by the Series 1999-[ ] Supplement dated as of [
], 1999 (collectively, the "Pooling and Servicing Agreement"), by and
among Chase USA, as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and
The Bank of New York, as Trustee (the "Trustee"). To the extent not
defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound. This Certificate is a duly authorized
Investor Certificate entitled "Series 1999-[ ]Certificate" (the
"Certificate"), which represents an Undivided Interest in the Trust,
including the right to receive the Collections and other amounts allocated
to the Certificates at the times and in the amounts specified in the
Pooling and Servicing Agreement and to be deposited in the Investor
Accounts, the Principal Funding Account and the Accumulation Period Reserve
Account or paid to the Certificateholder.
The aggregate interest represented by the Certificate at any time
in the Principal Receivables in the Trust shall not exceed an amount equal
to the Investor Interest at such time. As of the Closing Date, the Initial
Investor Interest is $[ ].
-------------------------
MasterCardregistered trademark and VISAregistered trademark
are federally registered servicemarks of MasterCard Interna-
tional Inc. and of Visa U.S.A., Inc., respectively.
The Investor Interest on any date of determination will be an
amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such
date, and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by
the aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Investor Certificate issued by the Trust. The
Transferor Certificate may be exchanged by the Transferor pursuant to the
Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reissued Transferor Certificate upon the conditions set
forth in the Pooling and Servicing Agreement.
The Trust shall pay to the Series Certificateholder an amount
equal to the sum of the Class A Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement from the
Closing Date through [ ], 1999, and with respect to each Interest
Period thereafter, as more specifically set forth in the Pooling and
Servicing Agreement (collectively, the "Note Interest Amount"), and will be
distributed on the Business Day preceding [ ], 1999 and the 15th day
of each calendar month thereafter, or if such day is not a Business Day, on
the next succeeding Business Day (a "Distribution Date"), to the
Certificateholder of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). During the
Rapid Amortization Period, in addition to the Note Interest Amount,
principal will be distributed to the Certificateholder on each Distribution
Date to the extent of Available Investor Principal Collections until the
Certificate has been paid in full. During the Controlled Accumulated
Period, in addition to monthly payments of the Note Interest Amounts, the
amount on deposit in the Principal Funding Account will be distributed as
principal to the Certificateholders on the Business Day preceding the [
] Distribution Date (the "Scheduled Principal Allocation Commencement
Date"), unless distributed earlier as a result of the occurrence of a Pay
Out Event in accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 1999-[ ] Certificate, (ii)
from other amounts constituting Available Investor Finance Charge
Collections, the following amounts: (x) an amount equal to the sum of (A)
Class A Note Interest Requirement, (B) Class B Note Interest Requirement,
and (C) Net Class C Note Interest Requirement.
On each Transfer Date, the Trustee shall apply the Available
Investor Finance Charge Collections withdrawn from the Finance Charge
Account, as required by the Pooling and Servicing Agreement, in the
following order of priority: (i) an amount equal to the Class A Note
Interest Requirement for the related Payment Date, (ii) an amount equal to
the Class B Note Interest Requirement for the related Payment Date, (iii)
the amount of any Net Investor Servicing Fee for such Transfer Date plus
the amount of any Net Investor Servicing Fee due but not paid on any prior
Transfer Date, (iv) an amount equal to the Investor Default Amount, if any,
for the preceding Monthly Period, (v) an amount equal to the sum of the
Investor Charge-Offs and the amount of Reallocated Principal Collections
which have not been previously reimbursed, (vi) an amount equal to the Net
Class C Note Interest Requirement for the related Payment Date, (vii) in
accordance with the terms of the Pooling and Servicing Agreement, an amount
equal to the excess of the Required Accumulation Period Reserve Account
Amount over the Available Accumulation Period Reserve Account Amount (viii)
the amount of any Investor Servicing Fee, less Servicer Interchange over
the amount paid to the Servicer pursuant to clause (iii) above, (ix) the
excess, if any, of the Required Owner Trust Spread Account Amount over the
amount then on deposit in the Owner Trust Spread Account.
On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulated Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the
Servicer shall instruct the Trustee in writing to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw on
such Transfer Date from the Principal Account an amount equal to the least
of (a) the Available Investor Principal Collections on deposit in the
Principal Account, (b) the applicable Controlled Deposit Amount and (c) the
Adjusted Investor Interest prior to any deposits on such date and from such
amounts, and deposit such amount(i) during the Controlled Accumulation
Period, deposit such amount into the Principal Funding Account, and (ii)
during the Rapid Amortization Period, pay such amount to the
Certificateholder.
Distributions with respect to this Series 1999-[ ] Certificate
will be made by the Trustee by, except as otherwise provided in the Pooling
and Servicing Agreement, wire transfer or check mailed to the address of
the Series 1999-[ ] Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of
this Series 1999-[ ] Certificate, without the presentation or surrender of
this Series 1999-[ ] Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase Credit
Card Master Trust. This Certificate does not represent an obligation of,
or an interest in, the Transferor or the Servicer, and neither the
Certificate nor the Accounts or Receivables are insured or guaranteed by
the Federal Deposit Insurance Corporation or any other governmental agency.
This Series 1999-[ ] Certificate is limited in right of payment to certain
collections respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Transfer Agent and
Registrar duly executed by the Certificateholder or such
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations and for
the same aggregate Undivided Interests will be issued to the designated
transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be
affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 1999-[ ] Certificateholder to receive payment from the Trust
will terminate on the first Business Day following the Series 1999-[ ]
Termination Date. Upon the termination of the Trust pursuant to Section
12.1 of the Pooling and Servicing Agreement, the Trustee shall assign and
convey to the Holder of the Transferor Certificate (without recourse,
representation or warranty) all right, title and interest of the Trust in
the Receivables, whether then existing or thereafter created, and all
proceeds of such Receivables and Insurance Proceeds relating to such
Receivables. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Certificate to be duly executed.
By:
Authorized Officer
Dated:
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
OF THE CHASE MANHATTAN BANK
[TO COME]
EXHIBIT C
THE CHASE MANHATTAN BANK CERTIFICATEHOLDERS STATEMENT
[TO COME]
EXHIBIT D
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York
Xxxxx Xxxx Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 1999-[ ]
Ladies and Gentlemen:
In connection with our proposed purchase of $[ ] in principal
amount of the Chase Credit Card Master Trust, Series 1999-[ ] certificate
(the "Certificate"), we confirm that:
1. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that
such information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
2. We agree to be bound by the restrictions and conditions relating
to the Certificate set forth in the [Second] Amended and Restated Pooling
and Servicing Agreement, dated as of September 1, 1996, as amended and as
supplemented by the Series 1999-[ ] Supplement dated as of [ ],
1999 (the "Series 1999-[ ] Supplement" and together with the Pooling and
Servicing Agreement, the "Pooling and Servicing Agreement"), each by and
among Chase USA, as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and
The Bank of New York, as Trustee ("Trustee"), and agree to be bound by, and
not to reoffer, resell, pledge or otherwise transfer (any such act, a
"Transfer") the Certificate except in compliance with such restrictions and
conditions including but not limited to those in Section 16 of the Series
1999-[ ] Supplement.
3. We agree that the Certificate may be reoffered, resold, pledged
or otherwise transferred only in compliance with the Securities Act of
1933, as amended (the "Securities Act") and other applicable laws and only
(i) to the Transferor or (ii) to a limited number of institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
4. We have neither acquired nor will we Transfer the Certificate we
acquire (or any interest therein) or cause any part of the certificate (or
any interest therein) to be marketed on or through an "established
securities market" within the meaning of Section 7704(b)(1) of the Internal
Revenue Code of 1986, as amended (the "Code") and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.
5. We are not and will not become, for so long as we own any
interest in the Certificate, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are
such a Person, the Certificate does not represent more than 50% of the
value of all of our assets.
6. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the
laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificate is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate
or trust the income of which is includible in gross income for United
States federal income tax purposes. We agree that (a) if we are a person
described in clause (A)(i) or (A)(ii) above, we will furnish to the person
from whom we are acquiring an interest in the Certificate, the Servicer and
the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 and
a new Form W-9, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form or (b) if we are a person
described in clause (A)(iii) above, we will furnish to the person from whom
we are acquiring an interest in the Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and a
new Form 4224, or any successor applicable form, upon the expiration or
obsolescence of any previously delivered form (and, in each case, such
other certifications, representations or opinions of counsel as may be
requested by the Trustee). We recognize that if we are a tax-exempt
entity, payments with respect to the Certificate may constitute unrelated
business taxable income.
7. We understand that a subsequent Transfer of the Certificate will
be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 1999-[ ] Supplement) to exceed ninety nine.
8. We understand that the opinion of tax counsel that the Trust is
not a publicly traded partnership taxable as a corporation is dependent in
part on the accuracy of the representations in paragraphs 4 and 5.
9. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of our investment in the
Certificate, and we and any account for which we are acting are each able
to bear the economic risk of our or its investment.
10. We are acquiring the Certificate purchased by us for our own
account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
11. We are not (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans, (b) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Xxxxx
plans, or (c) any other entity whose underlying assets include "plan
assets" (as defined in United States Department of Labor ("DOL") Regulation
Section 2510.3-101, 29 C.F.R. section2510.3-101 or otherwise under ERISA)
by reason of a plan's investment in the entity, including, without
limitation, an insurance company general account
12. We understand that any purported Transfer of any portion of the
Certificate in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the
representation in paragraph 5 by an investor who continues to hold an
interest in the Certificate occurring any time after the Transfer in which
it acquired such Certificate) shall be null and void and the purported
transferee shall not be recognized by the Trust or any other person as a
Certificate Holder for any purpose.
13. We further understand that, on any proposed resale, pledge or
transfer of the Certificate, we will be required to furnish to the Trustee
and the Registrar, such certifications and other information as the Trustee
or the Registrar may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions and with the restrictions and
conditions of the Certificate and the Pooling and Servicing Agreement
pursuant to which the Certificate were issued and we agree that if we
determine to Transfer the Certificate, we will cause our proposed
transferee to provide the Transferor, the Servicer and the Trustee with a
letter substantially in the form of this letter. We further understand
that the Certificate purchased by us will bear a legend to the foregoing
effect.
14. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Certificate has been duly authorized by such
beneficial purchaser of the Certificate to do so.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:_______________________
Name:
Title:
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Certificate of Chase Credit Card Master Trust, Series
1999-[ ], referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
Authorized Signatory
Dated:
