and

EXHIBIT 4.2

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

Transferor on and after June 1, 1996,

THE CHASE MANHATTAN BANK,

Transferor prior to June 1, 1996 and Servicer

and

THE BANK OF NEW YORK,

Trustee

on behalf of the Series 1997-2 Certificateholders

Series 1997-2 SUPPLEMENT

Dated as of August 18, 1997

SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of September 1, 1996

CHASE CREDIT CARD MASTER TRUST

Series 1997-2

TABLE OF CONTENTS

Page

SECTION 1. Designation . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 3. Servicing Compensation and Assignment of Interchange . . 19

SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . 21

SECTION 5. Delivery and Payment for the Investor Certificates . . . 21

SECTION 6. Depository; Form of Delivery of Investor
Certificates . . . . . . . . . . . . . . . . . . . 22

SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . 22

SECTION 4.4 Rights of Certificateholders and the Collateral
Interest Holder . . . . . . . . . . . . . . . . 22
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . . . 22
SECTION 4.6 Determination of Monthly Interest . . . . . . . . 26
SECTION 4.7 Determination of Monthly Principal . . . . . . . . 27
SECTION 4.8 Coverage of Required Amount . . . . . . . . . . . 29
SECTION 4.9 Monthly Payments . . . . . . . . . . . . . . . . . 30
SECTION 4.10 Investor Charge-Offs . . . . . . . . . . . . . . . 34
SECTION 4.11 Excess Spread . . . . . . . . . . . . . . . . . . 36
SECTION 4.12 Reallocated Principal Collections . . . . . . . . 37
SECTION 4.13 Shared Principal Collections . . . . . . . . . . . 38
SECTION 4.14 Principal Funding Account . . . . . . . . . . . . 39
SECTION 4.15 Reserve Account . . . . . . . . . . . . . . . . . 40
SECTION 4.16 Determination of LIBOR . . . . . . . . . . . . . . 42
SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment . . . . . . . . . . . . . . . 43

SECTION 8. Article V of the Agreement . . . . . . . . . . . . . . . 43

SECTION 5.1 Distributions . . . . . . . . . . . . . . . . . . 43
SECTION 5.2 Monthly Series 1997-2 Certificateholders'
Statement . . . . . . . . . . . . . . . . . . . 44

SECTION 9. Series 1997-2 Pay Out Events . . . . . . . . . . . . . . 46

SECTION 10. Issuance of Additional Certificates . . . . . . . . . . 48

SECTION 11. Series 1997-2 Termination . . . . . . . . . . . . . . . 49

SECTION 12. Counterparts . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 13. Governing Law . . . . . . . . . . . . . . . . . . . . . 49

SECTION 14. No Petition . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 15. Tax Representation and Covenant . . . . . . . . . . . . 49

SECTION 16. Amendment to Agreement . . . . . . . . . . . . . . . . . 50

EXHIBITS

EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 1997-2
Certificateholders' Statement

SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificates

Series 1997-2 SUPPLEMENT, dated as of August 18, 1997 (this
"Series Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996, THE CHASE
MANHATTAN BANK, as Transferor prior to June 1, 1996 and as Servicer, and THE
BANK OF NEW YORK, as Trustee under the Second Amended Pooling and Servicing
Agreement dated as of September 1, 1996 between Chase USA, the Servicer and
the Trustee (as may be amended, modified or supplemented from time to time,
the "Agreement").

Section 6.9 of the Agreement provides, among other things,
that the Transferor and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing the
delivery by the Trustee to the Transferor for the execution and redelivery to
the Trustee for authentication of one or more Series of Certificates.

Pursuant to this Series Supplement, the Transferor and the
Trust shall create a new Series of Investor Certificates and shall specify
the Principal Terms thereof.

SECTION 1. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued in two classes pursuant to the
Agreement and this Series Supplement and to be known together as the "Series
1997-2 Certificates." The two classes shall be designated the Class A 6.30%
Asset Backed Certificates, Series 1997-2 (the "Class A Certificates") and the
Class B 6.45% Asset Backed Certificates, Series 1997-2 (the "Class B
Certificates"). The Class A Certificates and the Class B Certificates shall
be substantially in the form of Exhibits A-1 and A-2 hereto, respectively.
In addition, there is hereby created a third Class of an uncertificated
interest in the Trust which shall be deemed to be an "Investor Certificate"
for all purposes under the Agreement and this Series Supplement, except as
expressly provided herein, and which shall be known as the Collateral
Interest, Series 1997-2 (the "Collateral Interest").

(b) Series 1997-2 shall be included in Group One (as
defined below). Series 1997-2 shall not be subordinated to any other Series.

(c) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the benefits
of the Agreement and this Series Supplement upon payment by the Collateral
Interest Holder of amounts owing on the Closing Date pursuant to the Loan
Agreement. Notwithstanding the foregoing, except as expressly provided
herein, (i) the provisions of Article VI and Article XII of the Agreement
relating to the registration, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates shall not be applicable
to the Collateral Interest, (ii) the Opinion of Counsel specified in clause
(d) of the sixth sentence of Section

6.9(b) of the Agreement shall not be required with respect to the Collateral
Interest and (iii) the Tax Opinion specified in clause (e) of the sixth
sentence of Section 6.9(b) of the Agreement shall address the effect of the
issuance of the Collateral Interest but parts (a) and (c) of any such Tax
Opinion shall not address, or be required to address, any tax consequences
that shall result to any Collateral Interest Holder.

SECTION 2. Definitions.

In the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles,
Sections or subsections of the Agreement, except as otherwise provided
herein. All capitalized terms not otherwise defined herein are defined in
the Agreement. Each capitalized term defined herein shall relate only to the
Investor Certificates and no other Series of Certificates issued by the
Trust.

"Accumulation Period" shall mean, solely for the purposes of
the definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.

"Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the initial
investor interests (or other amounts specified in the applicable Supplement)
of all outstanding Series, and the denominator of which is equal to the sum
of (a) the Initial Investor Interest, (b) the initial investor interests (or
other amounts specified in the applicable Supplement) of all outstanding
Series (other than Series 1997-2) which are not expected to be in their
revolving periods, and (c) the initial investor interests (or other amounts
specified in the applicable Supplement) of all other outstanding Series which
are not allocating Shared Principal Collections to other Series and are in
their revolving periods.

"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.9(i).

"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(e)(i) with respect to the Class A
Certificates for the previous Monthly Period.

"Additional Certificate Date" shall have the meaning
assigned such term in subsection 10(a).

"Additional Certificates" shall have the meaning assigned
such term in subsection 10(a).

"Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the sum of (a) the Class A Adjusted
Investor Interest and (b) the Class B Investor Interest and (c) the
Collateral Interest.

"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in respect of
such Monthly Period.

"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Collateral Principal Collections and Reallocated Class B Principal
Collections with respect to such Monthly Period which pursuant to Section
4.12 are required to fund the Class A Required Amount and the Class B
Required Amount, plus (c) the amount of Shared Principal Collections that are
allocated to Series 1997-2 in accordance with subsection 4.13(b).

"Available Reserve Account Amount" shall mean, with respect
to any Transfer Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 4.15(b) on such date,
but before giving effect to any deposit made or to be made pursuant to
subsection 4.11(i) to the Reserve Account on such date) and (b) the Required
Reserve Account Amount.

"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Collateral Monthly Interest, each for the related Interest
Period, and the Investor Servicing Fee with respect to such Monthly Period
and the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.

"Class A Additional Interest" shall have the meaning
specified in Section 4.6(a).

"Class A Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class A Investor
Interest minus the Principal Funding Account Balance on such date of
determination.

"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant
to the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement
and subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange, (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest, the Principal Funding Investment Proceeds arising pursuant to
subsection 4.14(b), if any, with respect to the related Transfer Date and (c)
the Reserve Draw Amount (up to the Available Reserve Draw Account Amount)
plus any amounts of interest and earnings described in subsections 4.15(b)
and 4.15(d) which will be deposited into the Finance Charge Account on the
related Transfer Date.

"Class A Certificate Rate" shall mean 6.30% per annum,
calculated on the basis of a 360 day year consisting of twelve 30-day months.

"Class A Certificateholder" shall mean the Person in
whose name a Class A Certificate is registered in the Certificate Register.

"Class A Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on
behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.

"Class A Deficiency Amount" shall have the meaning specified
in subsection 4.6(a).

"Class A Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class A Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal to the
Investor Interest as of the close of business on the last day of the
Revolving Period.

"Class A Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class A Adjusted
Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the
Adjusted Investor Interest as of the close of business on such day; provided,

however, that, with respect to the first Monthly Period, the Class A Floating
Allocation shall mean the percentage equivalent of a fraction, the numerator
of which is the Class A Initial Investor Interest and the denominator of
which is the Initial Investor Interest.

"Class A Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class A Certificates, which is
$1,500,000,000.

"Class A Investor Allocation" shall mean, with respect to
any Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Class A Fixed Allocation.

"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).

"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class A
Floating Allocation applicable for the related Monthly Period.

"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date and minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs pursuant to subsection
4.10(a) over Class A Investor Charge-Offs reimbursed pursuant to subsection
4.11(b) prior to such date of determination; provided, however, that the
Class A Investor Interest may not be reduced below zero.

"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.6(a).

"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.7(a).

"Class A Required Amount" shall have the meaning specified
in subsection 4.8(a).

"Class A Scheduled Payment Date" shall mean the
August 2000 Distribution Date.

"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement.

"Class B Additional Interest" shall have the meaning
specified in subsection 4.6(b).

"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Allocation of the
Collections of Finance Charge Receivables and allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance
Charge Receivables attributable to Servicer Interchange.

"Class B Certificate Rate" shall mean 6.45% per annum,
calculated on the basis of a 360 day year consisting of twelve 30-day months.

"Class B Certificateholder" shall mean the Person in
whose name a Class B Certificate is registered in the Certificate Register.

"Class B Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2 hereto.

"Class B Deficiency Amount" shall have the meaning specified
in subsection 4.6(b).

"Class B Fixed Allocation" shall mean, with respect to any
Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Class B Investor Interest as of the close of business on the
last day of the Revolving Period and the denominator of which is equal to the
Investor Interest as of the close of business on the last day of the
Revolving Period.

"Class B Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Class B Investor
Interest as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted Investor
Interest as of the close of business on such day; provided, however, that,
with respect to the first Monthly Period, the Class B Floating Allocation
shall mean the percentage equivalent of a fraction,

the numerator of which is the Class B Initial Investor Interest and the
denominator of which is the Initial Investor Interest.

"Class B Initial Investor Interest" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $85,227,000.

"Class B Investor Allocation" shall mean, with respect to
any Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving Period,
the Class B Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Class B Fixed Allocation.

"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).

"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the Class B
Floating Allocation applicable for the related Monthly Period.

"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of
Class B Investor Charge-Offs for all prior Transfer Dates pursuant to
subsection 4.10(b), minus (d) the amount of the Reallocated Class B Principal
Collections allocated pursuant to subsection 4.12(a) on all prior Transfer
Dates for which the Collateral Interest has not been reduced, minus (e) an
amount equal to the amount by which the Class B Investor Interest has been
reduced on all prior Transfer Dates pursuant to subsection 4.10(a) and plus
(f) the aggregate amount of Excess Spread allocated and available on all
prior Transfer Dates pursuant to subsection 4.11(d), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided, however, that the Class B Investor Interest may not be reduced
below zero.

"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.6(b).

"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.7(b).

"Class B Required Amount" shall have the meaning specified
in subsection 4.8(b).

"Class B Scheduled Payment Date" shall mean the September
2000 Distribution Date.

"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.

"Closing Date" shall mean August 18, 1997.

"Code" shall mean the Internal Revenue Code of 1986, as
amended.

"Collateral Allocation" shall mean, with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving Period,
the Collateral Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or Rapid Amortization
Period, the Collateral Fixed Allocation.

"Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Allocation of the
Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on the related
Transfer Date with respect to the preceding Monthly Period pursuant to the
third paragraph of subsection 4.3(a) of the Agreement and subsection 3(b) of
this Series Supplement), excluding the portion of Collections of Finance
Charge Receivables attributable to Servicer Interchange.

"Collateral Charge-Offs" shall have the meaning specified in
subsection 4.10(c).

"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Collateral Floating
Allocation applicable for the related Monthly Period.

"Collateral Fixed Allocation" shall mean, with respect to
any Monthly Period following the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Collateral Interest as of the close of business on the last day
of the Revolving Period and the denominator of which is equal to the Investor
Interest as of the close of business on the last day of the Revolving Period.

"Collateral Floating Allocation" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Collateral Interest
as of the close of business

on the last day of the preceding Monthly Period and the denominator of which
is equal to the Adjusted Investor Interest as of the close of business
on such day; provided, however, that, with respect to the first Monthly
Period, the Collateral Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Collateral
Initial Interest and the denominator of which is the Initial Investor
Interest.

"Collateral Initial Interest" shall mean the aggregate
initial principal amount of the Collateral Interest, which is $119,318,455.

"Collateral Interest" shall mean, on any date of
determination, an amount equal to (a) the Collateral Initial Interest, minus
(b) the aggregate amount of principal payments made to the Collateral
Interest Holder prior to such date, minus (c) the aggregate amount of
Collateral Charge-offs for all prior Transfer Dates pursuant to subsection
4.10(c), minus (d) the amount of Reallocated Principal Collections allocated
pursuant to subsections 4.12(a) and (b) on all prior Transfer Dates, minus
(e) an amount equal to the amount by which the Collateral Interest has been
reduced on all prior Transfer Dates pursuant to subsections 4.10(a) and (b),
and plus (f) the aggregate amount of Excess Spread allocated and available on
all prior Transfer Dates pursuant to subsection 4.11(h), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e); provided further, however, that the Collateral Interest may not be
reduced below zero.

"Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.

"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.

"Collateral Monthly Interest" shall mean the monthly
interest distributable in respect of the Collateral Interest as calculated in
accordance with subsection 4.6(c).

"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest as calculated
in accordance with subsection 4.7(c).

"Collateral Rate" shall mean, for any Interest Period, the
rate specified in the Loan Agreement.

"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior to the
payment in full of the Class A Investor Interest, $125,000,000; provided,
however, that if the Accumulation Period Length is determined to be less than
12 months pursuant to subsection 4.9(i), the Controlled Accumulation Amount
for each

Transfer Date with respect to the Controlled Accumulation Period
prior to the payment in full of the Class A Investor Interest will be equal
to (i) the product of (x) the Class A Initial Investor Interest and (y) the
Accumulation Period Factor for such Monthly Period divided by (ii) the
Required Accumulation Factor Number, and (b) for any Transfer Date with
respect to the Controlled Accumulation Period after payment in full of the
Class A Investor Interest, an amount equal to the Class B Investor Interest
as of such Transfer Date.

"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at the
close of business on July 31, 1999 or such later date as is determined in
accordance with subsection 4.9(i) and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 1997-2
Termination Date.

"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation
Shortfall.

"Covered Amount" shall mean, as of the Transfer Date with
respect to any Interest Period, an amount equal to one twelfth of the product
of (a) the Class A Certificate Rate, and (b) the Principal Funding Account
Balance as of the close of business on the Distribution Date preceding such
Transfer Date (after giving effect to all of the transactions occurring on
such date).

"Credit Enhancement" shall mean (a) with respect to the
Class A Certificates, the subordination of the Class B Certificates and the
Collateral Interest, and (b) with respect to the Class B Certificates, the
subordination of the Collateral Interest.

"Credit Enhancement Provider" shall mean the Collateral
Interest Holder.

"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.

"Deficiency Amount" shall mean, at any time of
determination, the sum of the Class A Deficiency Amount and the Class B
Deficiency Amount.

"Distribution Date" shall mean September 15, 1997 and the
fifteenth day of each calendar month thereafter, or if such fifteenth day is
not a Business Day, the next succeeding Business Day.

"Excess Principal Funding Investment Proceeds" shall mean,
with respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment
Proceeds for such Transfer Date exceed the Covered Amount determined on such
Transfer Date.

"Excess Spread" shall mean, with respect to any Transfer
Date, the sum of the amounts with respect to such Transfer Date, if any,
specified pursuant to subsections 4.9(a)(iv), 4.9(b)(iii) and 4.9(c)(ii).

"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to
the subsections 4.11(a) through (i) over Excess Spread.

"Fitch" shall mean Fitch Investors Service, L.P. or its
successors.

"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is the greater of (a) the
sum of (i) the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior Monthly
Period and (ii) the Excess Funding Amount as of the close of business on such
last day of the prior Monthly Period and (b) the sum of the numerators used
to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for all
outstanding Series on such date of determination; provided, however, that
with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs, the amount determined pursuant to clause (a)(i)
hereof shall be the sum of (A) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior Monthly
Period for the period from and including the first day of such Monthly Period
to but excluding the related Addition Date or Removal Date and (B) the
aggregate amount of Principal Receivables in the Trust as of the beginning of
the day on the related Addition Date or Removal Date after adjusting for the
aggregate amount of Principal Receivables added to or removed from the Trust
on the related Addition Date or

Removal Date, for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.

"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (or with respect to the first Monthly
Period, the Initial Investor Interest) and the denominator of which is the
greater of (a) the sum of (i) the aggregate amount of Principal Receivables
as of the close of business on the last day of the prior Monthly Period (or
with respect to the first calendar month in the first Monthly Period, the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the day immediately preceding the Closing Date, and with respect
to the second calendar month in the first Monthly Period, the aggregate
amount of Principal Receivables as of the close of business on the last day
of the first calendar month in the first Monthly Period) and (ii) the Excess
Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the
Investor Percentages (as such term is defined in the Agreement) for
allocations with respect to Finance Charge Receivables, Default Amounts or
Principal Receivables, as applicable, for all outstanding Series on such date
of determination; provided, however, that with respect to any Monthly Period
in which an Addition Date occurs or in which a Removal Date occurs, the
amount determined pursuant to clause (a)(i) hereof shall be the sum of (A)
the aggregate amount of Principal Receivables in the Trust as of the close of
business on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (B) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related
Addition Date or Removal Date after adjusting for the aggregate amount of
Principal Receivables added to or removed from the Trust on the related
Addition Date or Removal Date, for the period from and including the related
Addition Date or Removal Date to and including the last day of such Monthly
Period.

"Group One" shall mean Series 1997-2 and each other Series
specified in the related Supplement to be included in Group One.

"Initial Investor Interest" shall mean $1,704,545,455;
provided, however, that following the issuance of any Additional Certificates
pursuant to Section 10 hereof "Initial Investor Interest" shall mean the sum
of $1,704,545,455 and the initial investor interest of such Additional
Certificates.

"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 (a) with respect to
the Class A Certificates, the holder of record of a Class A Certificate, (b)
with respect to the Class B Certificates, the holder of record of a Class B
Certificate and (c) with respect to the Collateral Interest, the Collateral
Interest Holder.

"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates and the Collateral Interest.

"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a) the
Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.

"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral Interest,
each as of such date.

"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and Default Amounts at any time
and Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to 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),
(iii) and (iv), 4.5(b)(ii), (iii) and (iv) or 4.5(c)(ii), in each case, as
applicable to such Monthly Period and (b) the aggregate amount to be treated
as Investor Principal Collections pursuant to subsections 4.9(a)(iii) and
4.11(a), (b), (c), (d), (g) and (h) for such Monthly Period (other than such
amount paid from Reallocated Principal Collections).

"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.

"LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month United States dollar depos-

its determined by the Trustee for each Interest Period in accordance with
the provisions of Section 4.16.

"LIBOR Determination Date" shall mean August 14, 1997 for
the period from the Closing Date through September 14, 1997, and the second
London Business Day prior to the commencement of the second and each
subsequent Interest Period.

"Loan Agreement" shall mean the agreement among the
Transferor, the Servicer, the Trustee, and the Collateral Interest Holder,
dated as of the Closing Date, as amended or modified from time to time.

"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.

"Minimum Transferor Interest Percentage" shall mean 7%.

"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include August 31, 1997.

"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 1997-2) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series in its Accumulation Period, other than
its Rapid Accumulation Period, if applicable (as such terms are defined in
the related Supplements for all Series), (c) the Investor Interest as of the
end of the prior Monthly Period taking into effect any payments to be made on
the following Distribution Date for any Series in its Principal Amortization
Period or Rapid Amortization Period (as such terms are defined in the related
Supplements for all Series), (d) the Adjusted Investor Interest as of the end
of the prior Monthly Period taking into effect any payments or deposits to be
made on the following Transfer Date and Distribution Date for any Series in
its Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series), (e) the excess of the Collateral Interest as of
the Transfer Date occurring in such Monthly Period over the Required
Collateral Interest for the related Transfer Date, assuming no Accumulation
Shortfall and (f) such other amounts as may be specified in the related
Supplements for all Series.

"Net Servicing Fee Rate" shall mean 1.0% per annum.

"Pay Out Commencement Date" shall mean the date on which a
Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series
1997-2 Pay Out Event is deemed to occur pursuant to Section 9 hereof.

"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Base Rate from the Portfolio
Yield for such Monthly Period and deducting 0.5% from the result for each
Monthly Period.

"Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is an amount equal to the sum of (a) the amount of Collections of
Finance Charge Receivables deposited into the Finance Charge Account and
allocable to the Investor Certificates for such Monthly Period,(b) the
Principal Funding Investment Proceeds deposited into the Finance Charge
Account on the Transfer Date related to such Monthly Period and (c) the
amount of the Reserve Draw Amount (up to the Available Reserve Account
Amount) plus any amounts of interest and earnings described in subsections
4.15(b) and (d), each deposited into the Finance Charge Account on the
Transfer Date relating to such Monthly Period, such sum to be calculated on a
cash basis after subtracting the Aggregate Investor Default Amount for such
Monthly Period, and the denominator of which is the Investor Interest as of
the close of business on the last day of such Monthly Period.

"Principal Funding Account" shall have the meaning set forth
in subsection 4.14(a).

"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.

"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date to but
excluding such Transfer Date.

"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date are less than the Covered Amount determined as of such
Transfer Date.

"Rapid Amortization Period" shall mean the Amortization
Period commencing on the Pay Out Commencement Date and ending on

the earlier to occur of (a) the Series 1997-2 Termination Date and
(b) the termination of the Trust pursuant to Section 12.1.

"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and
Fitch.

"Reallocated Class B Principal Collections" shall mean, with
respect to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsection 4.12(a) in an amount not to exceed the product of
(a) the Class B Investor Allocation with respect to the Monthly Period
relating to such Transfer Date and (b) the Investor Percentage with respect
to the Monthly Period relating to such Transfer Date and (c) the amount of
Collections of Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided however, that such amount shall not
exceed the Class B Investor Interest after giving effect to any Class B
Investor Charge-Offs for such Transfer Date.

"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not to
exceed the product of (a) the Collateral Allocation with respect to the
Monthly Period relating to such Transfer Date and (b) the Investor Percentage
with respect to the Monthly Period relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the Monthly
Period relating to such Transfer Date; provided however, that such amount
shall not exceed the Collateral Interest after giving effect to any
Collateral Charge-Offs for such Transfer Date.

"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.

"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.

"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.

"Required Collateral Interest" shall mean (a) initially,
$119,318,455 and (b) on any Transfer Date thereafter, 7.0% of the sum of the
Class A Adjusted Investor Interest, the Class B Investor Interest and the
Collateral Interest on such Transfer Date, after taking into account deposits
into the Principal Funding Account on such Transfer Date and payments to be
made on

the related Distribution Date, and the Collateral Interest on the
prior Transfer Date, after any adjustments to be made on such date, but not
less than $51,136,364; provided, however, that (x) if either (i) there is a
reduction in the Collateral Interest pursuant to clause (c), (d) or (e) of
the definition of such term or (ii) a Pay Out Event with respect to the
Investor Certificates has occurred, the Required Collateral Interest for any
Transfer Date shall equal the Required Collateral Interest for the Transfer
Date immediately preceding such reduction or Pay Out Event, (y) in no event
shall the Required Collateral Interest exceed the sum of the outstanding
principal amounts of (i) the Class A Certificates and (ii) the Class B
Certificates, each as of the last day of the Monthly Period preceding such
Transfer Date after taking into account the payments to be made on the
related Distribution Date and (z) the Required Collateral Interest may be
reduced at the Transferor's option at any time if the Transferor, the
Servicer, the Collateral Interest Holder and the Trustee have been provided
evidence that the Rating Agency Condition shall have been satisfied with
respect to such reduction.

"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an amount
equal to (a) 0.50% of the outstanding principal balance of the Class A
Certificates or (b) any other amount designated by the Transferor; provided,
however, that if such designation is of a lesser amount, the Transferor shall
(i) provide the Servicer, the Collateral Interest Holder and the Trustee with
evidence that the Rating Agency Condition shall have been satisfied and (ii)
deliver to the Trustee a certificate of an authorized officer to the effect
that, based on the facts known to such officer at such time, in the
reasonable belief of the Transferor, such designation will not cause a Pay
Out Event or an event that, after the giving of notice or the lapse of time,
would cause a Pay Out Event to occur with respect to Series 1997-2.

"Reserve Account" shall have the meaning specified in
subsection 4.15(a).

"Reserve Account Funding Date" shall mean the Transfer Date
which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences three months prior to the
commencement of the Controlled Accumulation Period; (b) the first Transfer
Date for which the Portfolio Adjusted Yield is less than 2%, but in such
event the Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which commences 12
months prior to the commencement of the Controlled Accumulation Period; (c)
the first Transfer Date for which the Portfolio Adjusted Yield is less than
3%, but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Transfer Date with respect to the Monthly Period

which commences six months prior to the commencement of the Controlled
Accumulation Period; and (d) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 4%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences four months prior to the
commencement of the Controlled Accumulation Period.

"Reserve Account Surplus" shall mean, as of any Transfer
Date following the Reserve Account Funding Date, the amount, if any, by which
the amount on deposit in the Reserve Account exceeds the Required Reserve
Account Amount.

"Reserve Draw Amount" shall have the meaning specified in
subsection 4.15(c).

"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out Commencement
Date.

"Series 1997-2" shall mean the Series of the Chase Credit
Card Master Trust represented by the Investor Certificates.

"Series 1997-2 Certificateholders" shall mean the holder of
record of a Series 1997-2 Certificate.

"Series 1997-2 Certificates" shall mean the Class A
Certificates and the Class B Certificates.

"Series 1997-2 Pay Out Event" shall have the meaning
specified in Section 9 hereof.

"Series 1997-2 Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid in
full, (b) the April, 2003 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 sum of (A) the
Controlled Deposit Amount for such Transfer Date, and (B) the excess, if
any, of the Collateral Interest for such Transfer Date over the Required
Collateral Interest for such Transfer Date and (ii) with respect to any
Transfer Date during the Rapid Amortization Period, the Adjusted Investor
Interest over (b) the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.

"Series Servicing Fee Percentage" shall mean 2.0%.

"Servicer Interchange" shall mean, for any Monthly Period,
the portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with
respect to such Monthly Period that is attributable to Interchange; provided,
however, that Servicer Interchange for a Monthly Period shall not exceed one-
twelfth of the product of (i) the Adjusted Investor Interest as of the last
day of such Monthly Period and (ii) 1.00%.

"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.11(k) allocated to the Series 1997-2
Certificates but available to cover shortfalls in amounts paid from
Collections of Finance Charge Receivables for other Series, if any or (y) the
aggregate amount of Collections of Finance Charge Receivables allocable to
other Series in excess of the amounts necessary to make required payments
with respect to such Series, if any, and available to cover shortfalls with
respect to the Series 1997-2 Certificates.

"Shared Principal Collections" shall mean either (a) the
amount allocated to the Investor Certificates which may be applied to the
Series Principal Shortfall with respect to other outstanding Series or (b)
the amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.

"Telerate Page 3750" shall mean the display page currently
so designated on the Dow Xxxxx Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying comparable
rates or prices).

"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.5(d).

SECTION 3. Servicing Compensation and Assignment of
Interchange. (a) The share of the Servicing Fee allocable to Series 1997-2
with respect to any Transfer Date (the "Investor Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Adjusted Investor Interest as of the last day of the
Monthly Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Investor Servicing Fee shall be equal
to the product of (i) a fraction, the numerator of which is the number of
days from and including the Closing Date to and including the last day of the
November Monthly Period and the denominator of which is 360, (ii) 2.0% and
(iii) the Investor Interest on the Closing Date. On each Transfer Date a
portion of Interchange with respect to the related Monthly Period that is on
deposit in the Finance Charge Account shall be withdrawn from the

Finance Charge Account and paid to the Servicer in payment of a portion
of the Investor Servicing Fee with respect to such Monthly Period ("Servicer
Interchange"). Should the Servicer Interchange on deposit in the Finance
Charge Account on any Transfer Date with respect to the related Monthly
Period be less than one-twelfth of 1.00% of the Adjusted Investor Interest as
of the last day of such Monthly Period, the Investor Servicing Fee with
respect to such Monthly Period will not be paid to the extent of such
insufficiency of Servicer Interchange on deposit in the Finance Charge
Account. The share of the Investor Servicing Fee allocable to the Class A
Investor Interest with respect to any Transfer Date (the "Class A Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Class A
Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer
Date, the Class A Servicing Fee shall be equal to the product of (i) the
Class A Floating Allocation, (ii) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the November Monthly Period and the denominator of which is 360, (iii)
the Net Servicing Fee Rate and (iv) the Investor Interest on the Closing
Date. The share of the Investor Servicing Fee allocable to the Class B
Investor Interest with respect to any Transfer Date (the "Class B Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Class B
Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted
Investor Interest as of the last day of the Monthly Period preceding such
Transfer Date; provided, however, that with respect to the first Transfer
Date, the Class B Servicing Fee shall be equal to the product of (i) the
Class B Floating Allocation, (ii) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the November Monthly Period and the denominator of which is 360, (iii)
the Net Servicing Fee Rate and (iv) the Investor Interest on the Closing
Date. The share of the Investor Servicing Fee allocable to the Collateral
Interest with respect to any Transfer Date (the "Collateral Interest
Servicing Fee") shall be equal to one-twelfth of the product of (i) the
Collateral Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the
Adjusted Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Collateral Interest Servicing Fee shall be equal to the
product of (i) the Class C Floating Allocation, (ii) a fraction, the
numerator of which is the number of days from and including the Closing Date
to and including the last day of the November Monthly Period and the
denominator of which is 360, (iii) the Net Servicing Fee Rate and (iv) the
Investor Interest on the Closing Date. Except as specifically provided
above, the Servicing Fee shall be paid by the cash flows from the Trust
allocated to the Transferor or the certificateholders of other Series (as
provided in the related

Supplements) and in no event shall the Trust, the Trustee or the Investor
Certificateholders be liable therefor. The Class A Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to subsections 4.9(a)(ii) and
4.11(a). The Class B Servicing Fee shall be payable solely to the
extent amounts are available for distribution in respect thereof pursuant
to subsections 4.9(b)(ii) and 4.11(c). The Collateral Interest Servicing Fee
shall be payable solely to the extent amounts are available for distribution
in respect thereof pursuant to subsection 4.11(f) or, if applicable,
subsection 4.9(c)(i).

(b) On or before each Transfer Date, the Transferor shall
notify the Servicer of the amount of Interchange to be included as
Collections of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as determined
pursuant to this subsection 3(b). Such amount of Interchange shall be equal
to the product of (i) the aggregate amount of Interchange with respect to
such Monthly Period and (ii) the Investor Percentage with respect to Finance
Charge Receivables for such Monthly Period. On each Transfer Date, the
Transferor shall pay to the Servicer, and the Servicer shall deposit into the
Finance Charge Account, in immediately available funds, the amount of
Interchange to be so included as Collections of Finance Charge Receivables
allocable to the Investor Certificates with respect to the preceding Monthly
Period.

SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Transferor at its option,
in accordance with the terms specified in subsection 12.2(a), on any
Distribution Date on or after the Distribution Date on which the Investor
Interest is reduced to an amount less than or equal to 5% of the Initial
Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest and
(b) accrued and unpaid interest on the Investor Certificates through the day
preceding the Distribution Date on which the repurchase occurs.

SECTION 5. Delivery and Payment for the Investor
Certificates. The Transferor shall execute and deliver the Series 1997-2
Certificates to the Trustee for authentication in accordance with Section
6.1. The Trustee shall deliver such Certificates when authenticated in
accordance with Section 6.2.

SECTION 6. Depository; Form of Delivery of Investor
Certificates.

(a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections 6.1 and
6.10.

(b) The Depository for Series 1997-2 shall be The
Depository Trust Company, and the Class A Certificates and Class B
Certificates shall be initially registered in the name of Cede & Co., its
nominee.

SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and
4.3 shall be read in their entirety as provided in the Agreement. Article IV
(except for Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety
as follows and shall be applicable only to the Investor Certificates:

ARTICLE IV

RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.4 Rights of Certificateholders and the Collateral
Interest Holder. The Investor Certificates shall represent undivided
interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement, (a)
the Floating Investor Percentage and Fixed Investor Percentage (as applicable
from time to time) of Collections received with respect to the Receivables
and (b) funds on deposit in the Collection Account, the Finance Charge
Account, the Excess Funding Account, the Principal Account, the Principal
Funding Account, the Reserve Account and the Distribution Account. The
Collateral Interest shall be subordinate to the Class A Certificates and the
Class B Certificates. The Class B Certificates shall be subordinate to the
Class A Certificates. The Transferor Certificate shall not represent any
interest in the Collection Account, the Finance Charge Account, the Principal
Account, the Excess Funding Account, the Principal Funding Account, the
Reserve Account or the Distribution Account, except as specifically provided
in this Article IV.

SECTION 4.5 Allocations.

(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to the
Investor Certificateholders or the Holder of the Transferor Certificate and
pay or deposit from the Collection Account the following amounts as set forth
below:

(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section 4.9.

(ii) Deposit into the Principal Account an amount equal
to the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(d).

(iii) Deposit into the Principal Account an amount equal
to the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on the
Date of Processing of such Collections and (C) the aggregate amount
of Collections processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance with Section
4.12 and then in accordance with subsection 4.9(d).

(iv) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Class A Investor Allocation on the
Date of Processing of such Collections, (2) the Investor Percentage
on the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal Receivables
on such Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this subsection
4.5(a)(iv)(A) shall not exceed the 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)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.

(b) Allocations During the Controlled 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

Certificateholders or the Holder of the Transferor Certificate and pay or
deposit from the Collection Account the following amounts as set forth below:

(iv) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Class A Investor Allocation on the
Date of Processing of such Collections, (2) the Investor Percentage
on the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal Receivables
on such Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this subsection
4.5(b)(iv)(A) shall not exceed the 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)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Date of Processing and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.

(c) Allocations During the Rapid Amortization Period.
During the Rapid Amortization Period, the Servicer shall, prior to the close
of business on the day any Collections are deposited in the Collection
Account, allocate to the Investor Certificateholders and pay or deposit from
the Collection Account the following amounts as set forth below:

(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (E) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section 4.9.

(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(c)(ii)(A) shall
not exceed the sum of the Investor Interest as of the close of
business on the last day of the prior Monthly Period (after taking
into account any payments to be made on the Distribution Date
relating to such prior Monthly Period and deposits and any
adjustments to be made to the Investor Interest to be made on the
Transfer Date relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in which such
deposit is made and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified in the
proviso to clause (A) above; provided, however, that the amount to be
paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.5(c)(ii)(B) with respect to any Date of Processing shall
be paid to the Holder of the Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.

(d) Limitation on Required Deposits. With respect to the
Investor Certificates, and notwithstanding anything in the Agreement or this
Series Supplement to the contrary, whether or not the Servicer is required to
make monthly or daily deposits from the Collection Account into the Finance
Charge Account or the Principal Account pursuant to subsections 4.5(a),
4.5(b) and 4.5(c), with respect to any Monthly Period (i) the Servicer will
only be required to deposit Collections from the Collection Account into the
Finance Charge Account or the Principal Account

in an amount equal to the lesser of (x) the amount required to be deposited
into any such deposit account pursuant to subsection 4.5(a), 4.5(b) or 4.5(c)
and (y) the amount required to be distributed on or prior to the related
Distribution Date to the Investor Certificateholders and (ii) if at any time
prior to such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant to
clause (i) above, the Servicer will be permitted to withdraw the excess from
the Collection Account. To the extent that, in accordance with this
subsection 4.5(d), the Servicer has retained amounts which would otherwise
be required to be deposited in the Finance Charge Account or the Principal
Account with respect to any Monthly Period, the Servicer shall be required
to deposit such amounts in the Finance Charge Account or the Principal
Account on the related Transfer Date to the extent necessary to make required
distributions to the Investor Certificateholders on the related Distribution
Date, including any amounts which are required to be applied as Reallocated
Principal Collections.

For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account
on a monthly basis, all requirements herein to deposit amounts on a daily
basis shall be deemed to be satisfied to the extent that the required monthly
deposit is made and all references to amounts on deposit in such accounts
shall be deemed to include amounts which would otherwise have been deposited
therein on a daily basis.

SECTION 4.6 Determination of Monthly Interest.

(a) The amount of monthly interest distributable to the Class A
Certificates shall be an amount equal to one-twelfth of the product of (i)
the Class A Certificate Rate, times and (ii) the outstanding principal
balance of the Class A Certificates determined as of the close of business on
the Distribution Date preceding the related Transfer Date (after giving
effect to all of the transactions occurring on such date) (the "Class A
Monthly Interest"); provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest will include accrued interest at
the Class A Certificate Rate from the Closing Date through September 14, 1997
(calculated as though there were 30 days in August); provided, further, that
in addition to Class A Monthly Interest an amount equal to the amount of any
unpaid Class A Deficiency Amounts, as defined below, plus an amount equal to
one-twelfth of the product of (A) the sum of the Class A Certificate Rate,
plus 2% per annum, and (B) any Class A Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class A Certificateholders) (the "Class A Additional
Interest") shall also be distributable to the Class A Certificates, and on
such Transfer Date the Trustee shall deposit such funds, to the extent

available, into the Distribution Account. The "Class A Deficiency Amount"
for any Transfer Date shall be equal to the excess, if any, of the aggregate
amount accrued pursuant to this subsection 4.6(a) as of the prior Interest
Period over the amount actually transferred to the Distribution Account for
payment of such amount.

(b) The amount of monthly interest distributable to the
Class B Certificates shall be an amount equal to one-twelfth of the product
of (i) the Class B Certificate Rate, times and (ii) the outstanding principal
balance of the Class B Certificates determined as of the close of business on
the Distribution Date preceding the related Transfer Date (after giving
effect to all of the transactions occurring on such date) (the "Class B
Monthly Interest"); provided, however, that with respect to the first
Distribution Date, Class B Monthly Interest will include accrued interest at
the Class B Certificate Rate from the Closing Date through September 14, 1997
(calculated as though there were 30 days in August); provided, further, that
in addition to the Class B Monthly Interest an amount equal to the amount of
any unpaid Class B Deficiency Amounts, as defined below, plus an amount equal
to one-twelfth of the product of (A) the sum of the Class B Certificate Rate
plus 2% per annum, and (B) any Class B Deficiency Amount from the prior
Transfer Date, as defined below (or the portion thereof which has not
theretofore been paid to Class B Certificateholders) (the "Class B Additional
Interest") shall also be distributable to the Class B Certificates, and on
such Transfer Date the Trustee shall deposit such funds, to the extent
available, into the Distribution Account. The "Class B Deficiency Amount"
for any Transfer Date shall be equal to the excess, if any, of the aggregate
amount accrued pursuant to this subsection 4.6(b) as of the prior Interest
Period over the amount actually transferred to the Distribution Account for
payment of such amount.

(c) The amount of monthly interest distributable to the
Collateral Interest, which shall be an amount equal to the product of (i)(A)
a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, and (B) the
Collateral Rate in effect with respect to the related Interest Period, and
(ii) the Collateral Interest determined as of the close of business on the
Distribution Date preceding the related Transfer Date (after giving effect to
all of the transactions occurring on such date) (the "Collateral Monthly
Interest"); provided, however, that for the purposes of determining
Collateral Monthly Interest only, the Collateral Rate shall not exceed a per
annum rate of 1% in excess of LIBOR as determined on the related LIBOR
Determination Date.

SECTION 4.7 Determination of Monthly Principal.

(a) The amount of monthly principal distributable from the
Principal Account with respect to the Class A Certificates on each Transfer
Date ("Class A Monthly Principal"), beginning with the Transfer Date in the
month following the month in which the Controlled 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 prior to the Class A
Scheduled Payment Date, the Controlled Deposit Amount for such Transfer Date
and (iii) the Class A Adjusted Investor Interest on such Transfer Date prior
to any deposit into the Principal Funding Account to be made on such day.

(b) The amount of monthly principal distributable from the
Principal Account with respect to the Class B Certificates on each Transfer
Date (the "Class B Monthly Principal"), for the Controlled Accumulation
Period, beginning with the Transfer Date following the Monthly Period in
which the Class A Investor Interest has been paid in full, and during the
Rapid Amortization Period, beginning with the Transfer Date immediately
preceding the Distribution Date on which the Class A Investor Interest has
been paid in full, shall be an amount equal to the lesser of (i) the
Available Investor Principal Collections on deposit in the Principal Account
with respect to such Transfer Date (minus the portion of such Available
Investor Principal Collections applied to Class A Monthly Principal on such
Transfer Date) and (ii) the Class B Investor Interest (after taking into
account any adjustments to be made on such Transfer Date pursuant to Sections
4.10 and 4.12) on such Transfer Date.

(c) The amount of monthly principal (the "Collateral
Monthly Principal") distributable from the Principal Account with respect to
the Collateral Interest on each Transfer Date shall be (A) during the
Revolving Period following any reduction of the Required Collateral Interest
pursuant to clause (z) of the proviso in the definition thereof an amount
equal to the lesser of (1) the excess, if any, of the Collateral Interest
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Sections 4.10 and 4.12) over the Required Collateral Interest on
such Transfer Date and (2) the Available Investor Principal Collections on
such Transfer Date or (B) during the Controlled Accumulation Period or Rapid
Amortization Period, an amount equal to the lesser of (1) the excess, if any,
of the Collateral Interest (after taking into account any adjustments to be
made on such Transfer Date pursuant to Sections 4.10 and 4.12) over the
Required Collateral Interest on such Transfer Date and (2) the excess, if
any, of (i) the Available Investor Principal Collections on such Transfer
Date over (ii) the sum of the Class A Monthly Principal and the Class B
Monthly Principal for such Transfer Date.

SECTION 4.8 Coverage of Required Amount. (a) On or before
each Transfer Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which the sum of (i) the Class A Monthly
Interest for such Transfer Date, plus (ii) the Class A Deficiency Amount, if
any, for such Transfer Date, plus (iii) the Class A Additional Interest, if
any, for such Transfer Date, plus (iv) the Class A Servicing Fee for the
prior Monthly Period plus (v) the Class A Servicing Fee, if any, due but not
paid on any prior Transfer Date, plus (vi) the Class A Investor Default
Amount, if any, for the prior Monthly Period, exceeds the Class A Available
Funds for the related Monthly Period.

(b) On or before each Transfer Date, the Servicer shall
also determine the amount (the "Class B Required Amount"), if any, equal to
the sum of (i) the amount, if any, by which the sum of (A) the Class B
Monthly Interest for such Transfer Date, plus (B) the Class B Deficiency
Amount, if any, for such Transfer Date plus (C) the Class B Additional
Interest, if any, for such Transfer Date, plus (D) the Class B Servicing Fee
for the prior Monthly Period plus (E) the Class B Servicing Fee, if any, due
but not paid on any prior Transfer Date, exceeds the Class B Available Funds
for the related Monthly Period plus (ii) the Class B Investor Default Amount,
if any, for the prior Monthly Period.

(c) In the event that the sum of the Class A Required
Amount and the Class B Required Amount for such Transfer Date is greater than
zero, the Servicer shall give written notice to the Trustee of such positive
Class A Required Amount or Class B Required Amount on or before such Transfer
Date. In the event that the Class A Required Amount for such Transfer Date
is greater than zero, all or a portion of the Excess Spread and Shared Excess
Finance Charge Collections allocable to Series 1997-2 with respect to such
Transfer Date in an amount equal to the Class A Required Amount, to the
extent available, for such Transfer Date shall be distributed from the
Finance Charge Account on such Transfer Date pursuant to subsection 4.11(a).
In the event that the Class A Required Amount for such Transfer Date exceeds
the amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 1997-2 with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the Collateral Interest and
the Collections of Principal Receivables allocable to the Class B
Certificates with respect to the prior Monthly Period shall be applied as
specified in Section 4.12. In the event that the Class B Required Amount for
such Transfer Date exceeds the amount of Excess Spread and Shared Excess
Finance Charge Collections allocable to Series 1997-2 available to fund the
Class B Required Amount pursuant to subsection 4.11(c), the Collections of
Principal Receivables allocable to the Collateral Interest (after application
to the Class A Required Amount) shall be applied as specified in Section

4.12; provided, however, that the sum of any payments pursuant to this
paragraph shall not exceed the sum of the Class A Required Amount and Class B
Required Amount.

SECTION 4.9 Monthly Payments. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing shall
be substantially in the form of Exhibit B hereto) to withdraw and the
Trustee, acting in accordance with such instructions, shall withdraw on such
Transfer Date or the related Distribution Date, as applicable, to the extent
of available funds, the amounts required to be withdrawn from the Finance
Charge Account, the Principal Account, the Principal Funding Account and the
Distribution Account as follows:

(a) An amount equal to the Class A Available Funds
deposited into the Finance Charge Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:

(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount for
such Transfer Date, plus the amount of any Class A Additional
Interest for such Transfer Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;

(ii) an amount equal to the Class A Servicing Fee for
such Transfer Date plus the amount of any Class A Servicing Fee due
but not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;

(iii) an amount equal to the Class A Investor Default
Amount, if any, for the preceding Monthly Period shall be treated as
a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date; and

(iv) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section 4.11.

(b) An amount equal to the Class B Available Funds
deposited into the Finance Charge Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:

(i) an amount equal to the Class B Monthly Interest for
such Transfer Date, plus the amount of any Class B Deficiency Amount
for such Transfer Date, plus the amount of any Class B Additional
Interest for such Transfer Date, shall be deposited by the Servicer
or the Trustee into the Distribution Account;

(ii) an amount equal to the Class B Servicing Fee for
such Transfer Date, plus the amount of any Class B Servicing Fee due
but not paid to the Servicer on any prior Transfer Date for such
Transfer Date shall be distributed to the
Servicer; and

(iii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section 4.11.

(c) An amount equal to the Collateral Available Funds
deposited into the Finance Charge Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:

(i) if none of the Transferor, an Affiliate thereof or
the Trustee is the Servicer, an amount equal to the Collateral
Interest Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the Servicer on
any prior Transfer Date shall be distributed to the Servicer; and

(ii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section 4.11.

(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal Account
for the related Monthly Period shall be distributed on each Transfer Date in
the following priority:

(i) an amount equal to the Collateral Monthly Principal
for such Transfer Date shall be distributed to the Collateral
Interest Holder in accordance with the Loan Agreement;

(ii) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.9(d)(i) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Supplement for each
Series and (2) the 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 1997-2; and

(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsections 4.9(d)(i) and (ii)
above shall be paid to the Holder of the

Transferor Certificate; provided, however, that the amount to be
paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.9(d)(iii) with respect to such Transfer Date shall be
paid to the Holder of the Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Transfer
Date and the application of payments referred to in subsection
4.3(b)) and otherwise deposited into the Excess Funding Account.

(e) 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 Class A Monthly Principal for
such Transfer Date, shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B) during
the Rapid Amortization Period, deposited into the Distribution
Account;

(ii) after giving effect to the distribution referred to
in clause (i) above, an amount equal to the Class B Monthly
Principal, shall be deposited into the Distribution Account;

(iii) for each Transfer Date (other than the Transfer Date
immediately preceding the Series 1997-2 Termination Date, in which
case on the Series 1997-2 Termination Date) after giving effect to
the distribution referred to in clauses (i) and (ii) above, an amount
equal to Collateral Monthly Principal shall be distributed to the
Collateral Interest Holder in accordance with the Loan Agreement;

(iv) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.9(e)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the Available Investor
Principal Collections available for sharing as specified in the
related Series Supplement for each Series and (2) the Cumulative
Series Principal Shortfall and (B) the 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 1997-2; and

(v) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections over (B) the appli-

cations specified in subsections 4.9(e)(i) through (iv)above
shall be paid to the Holder of the Transferor Certificate;
provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.9(e)(v) with
respect to such Transfer Date shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the
application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account.

(f) on the earlier to occur of (i) the first Transfer Date
with respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Class A Scheduled Payment Date, the Trustee, acting
in accordance with instructions from the Servicer, shall withdraw from the
Principal Funding Account and deposit in the Distribution Account the amount
on deposit in the Principal Funding Account.

(g) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.1(a) to the Class A Certificateholders from the
Distribution Account, the amount deposited into the Distribution Account
pursuant to subsection 4.9(a)(i) on the preceding Transfer Date and (b) to
the Class B Certificateholders from the Distribution Account, the amount
deposited into the Distribution Account pursuant to subsection 4.9(b)(i) on
the preceding Transfer Date.

(h) On the earlier to occur of (i) the first Distribution
Date with respect to the Rapid Amortization Period and (ii) the Class A
Scheduled Payment Date and on each Distribution Date thereafter, the Trustee,
acting in accordance with instructions from the Servicer, shall pay in
accordance with Section 5.1 from the Distribution Account the amount so
deposited into the Distribution Account pursuant to subsections 4.9(e) and
(f) on the related Transfer Date in the following priority:

(i) an amount equal to the lesser of such amount on
deposit in the Distribution Account and the Class A Investor Interest
shall be paid to the Class A Certificateholders; and

(ii) for each Distribution Date with respect to the Rapid
Amortization Period and on the Class B Scheduled Payment Date, after
giving effect to the distributions referred to in clause (i) above,
an amount equal to the lesser of such amount on deposit in the
Distribution Account and the Class B Investor Interest shall be paid
to the Class B Certificateholders.

(i) The Controlled Accumulation Period is scheduled to
commence at the close of business on July 31, 1999; 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 Class A Scheduled Payment Date at least
equal to the Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least equal the
Accumulation Period Length. On the May, 1999 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.

(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date, the
Class A Investor Default Amount for the prior Monthly Period exceeds the sum
of the amount allocated with respect thereto pursuant to subsection
4.9(a)(iii), subsection 4.11(a) and Section 4.12 with respect to such Monthly
Period, the Collateral Interest (after giving effect to reductions for any
Collateral Charge-offs and any Reallocated Principal Collections on such
Transfer Date) will be reduced by the amount of such excess, but not by more
than the lesser of the Class A Investor Default Amount and the Collateral
Interest (after giving effect to reductions for any Collateral Charge-Offs
and any Reallocated Principal Collections on such Transfer Date) for such
Transfer Date. In the event that such reduction would cause the Collateral
Interest to be a negative number, the Collateral Interest will be reduced to
zero, and the Class B Investor Interest (after giving effect to reductions
for any Class B Investor Charge-Offs and any Reallocated Class B Principal
Collections on such Transfer Date) will be reduced by the amount by which the
Collateral Interest would have been reduced below zero. In the event that
such reduction would cause the Class B Investor Interest to be a negative
number, the Class B Investor Interest will be reduced to zero, and the Class
A Investor Interest will be reduced by the amount by which the Class B
Investor Interest would have been reduced below zero, but not by more than
the Class A Investor Default Amount for such Transfer Date (a "Class A
Investor Charge-Off"). If the Class A Investor Interest has been reduced by
the amount of any Class A Investor Charge-Offs, it will be reimbursed on any
Transfer Date (but not by an amount in excess of the aggregate Class A
Investor Charge-Offs) by the amount of Excess Spread and Shared Excess
Finance Charge Collections

allocable to Series 1997-2 allocated and available for such purpose
pursuant to subsection 4.11(b).

(b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer Date, the
Class B Investor Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 1997-2 and Reallocated Collateral Principal Collections
which are allocated and available to fund such amount pursuant to subsection
4.11(c) and Section 4.12, the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and any adjustments with respect thereto as
described in subsection 4.10(a) above) will be reduced by the amount of such
excess but not by more than the lesser of the Class B Investor Default Amount
and the Collateral Interest (after giving effect to reductions for any
Collateral Charge-Offs and any Reallocated Principal Collections on such
Transfer Date and any adjustments with respect thereto as described in
subsection 4.10(a) above) for such Transfer Date. In the event that such
reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest shall be reduced to zero and the Class B Investor
Interest shall be reduced by the amount by which the Collateral Interest
would have been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-Off"). The
Class B Investor Interest will also be reduced by the amount of Reallocated
Class B Principal Collections in excess of the Collateral Interest pursuant
to Section 4.12 and the amount of any portion of the Class B Investor
Interest allocated to the Class A Certificates to avoid a reduction in the
Class A Investor Interest pursuant to subsection 4.10(a) above. The Class B
Investor Interest will thereafter be reimbursed (but not to an amount in
excess of the unpaid principal balance of the Class B Certificates) on any
Transfer Date by the amount of Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 1997-2 allocated and available for that
purpose as described under subsection 4.11(d).

(c) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount. If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to
Series 1997-2 allocated and available to fund such amount pursuant to
subsection 4.11(g), the Collateral Interest will be reduced by the amount of
such excess but not by more than the lesser of the Collateral Default Amount
and the Collateral Interest for such Transfer Date (a "Collateral Charge-
Off"). The Collateral Interest will also be reduced by the amount of
Reallocated Principal Collections pursuant to Section 4.12 and the amount of
any portion of the Collateral Interest allocated to the Class A Certificates
or the

Class B Certificates to avoid a reduction in the Class A Investor
Interest, pursuant to subsection 4.10(a), or the Class B Investor Interest,
pursuant to subsection 4.10(b), respectively. The Collateral Interest will
thereafter be reimbursed on any Transfer Date by the amount of the Excess
Spread and Shared Excess Finance Charge Collections allocable to Series 1997-
2 allocated and available for that purpose as described under subsection
4.11(h).

SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing shall
be substantially in the form of Exhibit B hereto) to apply Excess Spread with
respect to the related Monthly Period to make the following distributions on
each Transfer Date in the following priority:

(a) an amount equal to the Class A Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class A Required
Amount and be applied in accordance with, and in the priority set forth in,
subsection 4.9(a);

(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed shall be
treated as a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;

(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date shall be used to fund the Class B Required
Amount and be applied first in accordance with, and in the priority set forth
in, subsection 4.9(b) and then any remaining amount available to pay the
Class B Investor Default Amount shall be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date;

(d) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;

(e) an amount equal to the Collateral Monthly Interest plus
the amount of any past due Collateral Monthly Interest for such Transfer Date
shall be paid to the Collateral Interest Holder in accordance with the Loan
Agreement;

(f) an amount equal to the aggregate amount of accrued but
unpaid Collateral Interest Servicing Fees shall be paid to the Servicer;

(g) an amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period shall be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date;

(h) an amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required Collateral Interest
for reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be treated as a portion of
Investor Principal Collections and deposited into the Principal Account on
such Transfer Date;

(i) on each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve Account
terminates as described in Section 4.15(f), an amount up to the excess, if
any, of the Required Reserve Account Amount over the Available Reserve
Account Amount shall be deposited into the Reserve Account;

(j) an amount equal to the amounts determined to be payable
pursuant to subsections 2.11(a)(i), (ii) and (iii) of the Loan Agreement
shall be paid to the Collateral Interest Holder; and

(k) the balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (j) above shall
constitute "Shared Excess Finance Charge Collections" with respect to other
Series in Group One.

To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of Shared Excess Spread as
described above, the servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B hereto) to apply
Shared Excess Finance Charge Collections with respect to Group One allocable
to Series 1997-2 in the priority set forth above.

SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in writing
(which writing shall be substantially in the form of Exhibit B hereto) to
withdraw from the Principal Account and apply Reallocated Principal
Collections (applying all Reallocated Collateral Principal Collections in
accordance with subsections 4.12(a) and (b) prior to applying any Reallocated
Class B Principal Collections in accordance with subsection 4.12(a) for any
amounts still owing after the application of Reallocated Collateral Principal
Collections) with respect to such Transfer Date, to make the following
distributions on each Transfer Date in the following priority:

(a) an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread with respect to the related Monthly Period, shall be
applied pursuant to the priority set forth in subsection 4.9(a); and

(b) an amount equal to the excess, if any, of (i) the Class
B Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread allocated and available to the Class B Certificates
pursuant to subsection 4.11(c) on such Transfer Date shall be applied first
pursuant to the priority set forth in subsection 4.9(b) and then pursuant to
subsection 4.11(c).

(c) On each Transfer Date, the Collateral Interest shall be
reduced by the amount of Reallocated Collateral Principal Collections and by
the amount of Reallocated Class B Principal Collections for such Transfer
Date. In the event that such reduction would cause the Collateral Interest
(after giving effect to any Collateral Charge-Offs for such Transfer Date) to
be a negative number, the Collateral Interest (after giving effect to any
Collateral Charge-Offs for such Transfer Date) shall be reduced to zero and
the Class B Investor Interest shall be reduced by the amount by which the
Collateral Interest would have been reduced below zero. In the event that
the reallocation of Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs
for such Transfer Date) to be a negative number on any Transfer Date,
Reallocated Principal Collections shall be reallocated on such Transfer Date
in an aggregate amount not to exceed the amount which would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs
for such Transfer Date) to be reduced to zero.

SECTION 4.13 Shared Principal Collections.

(a) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal Collections
allocable to Series 1997-2 on any Transfer Date shall be applied as Available
Investor Principal Collections pursuant to Section 4.9 and pursuant to such
Section 4.9 shall be deposited in the Distribution Account or distributed in
accordance with the Loan Agreement.

(b) Shared Principal Collections allocable to Series 1997-2
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 1997-2 for such Transfer
Date; provided, however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less than the Cumulative
Series Principal Shortfall for such Transfer Date, then Shared Principal
Collections allocable to Series 1997-2 on such Transfer Date

shall equal the product of (i) Shared Principal Collections for all Series
for such Transfer Date and (ii) a fraction, the numerator of which is the
Series Principal Shortfall with respect to Series 1997-2 for such Transfer
Date and the denominator of which is the aggregate amount of Cumulative
Series Principal Shortfall for all Series for such Transfer Date.

SECTION 4.14 Principal Funding Account.

(a) The Trustee shall establish and maintain, in the name
of the Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Principal Funding Account and in all proceeds
thereof. The Principal Funding Account shall be under the sole dominion and
control of the Trustee for the benefit of the Investor Certificateholders.
If at any time the Principal Funding Account ceases to be an Eligible Deposit
Account, the Transferor shall notify the Trustee, and the Trustee upon being
notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Principal Funding Account meeting the conditions specified in
the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Principal Funding Account. The Trustee, at the
direction of the Servicer, shall (i) make withdrawals from the Principal
Funding Account from time to time, in the amounts and for the purposes set
forth in this Series Supplement, and (ii) on each Transfer Date (from and
after the commencement of the Controlled Accumulation Period) prior to
termination of the Principal Funding Account make a deposit into the
Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.9(e).

(b) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the following Transfer Date. The Trustee shall maintain for the
benefit of the Investor Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted Investments. No
Permitted Investment shall be disposed of prior to its maturity.

On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period and on each Transfer Date
thereafter with respect to the Controlled

Accumulation Period, the Trustee, acting at the Servicer's direction given on
or before such Transfer Date, shall transfer from the Principal Funding
Account to the Finance Charge Account the Principal Funding Investment
Proceeds on deposit in the Principal Funding Account, but not in excess of
the Covered Amount, for application as Class A Available Funds applied
pursuant to subsection 4.9(a)(i).

Any Excess Principal Funding Investment Proceeds shall be
paid to the Transferor on each Transfer Date. An amount equal to any
Principal Funding Investment Shortfall shall be deposited in the Finance
Charge Account on each Transfer Date from the Reserve Account to the extent
funds are available pursuant to subsection 4.15(d). Principal Funding
Investment Proceeds (including reinvested interest) shall not be considered
part of the amounts on deposit in the Principal Funding Account for purposes
of this Series Supplement.

SECTION 4.15 Reserve Account.

(a) The Trustee shall establish and maintain, on behalf of
the Trust, for the benefit of the Investor Certificateholders, an Eligible
Deposit Account (the "Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Investor Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Reserve Account and
in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve
Account ceases to be an Eligible Deposit Account, the Transferor shall notify
the Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Reserve Account
meeting the conditions specified in the definition of Eligible Deposit
Account, and shall transfer any cash or any investments to such new Reserve
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up to the
Available Reserve Account Amount at such time, for the purposes set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account
make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.11(i).

(b) Funds on deposit in the Reserve Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be

available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Reserve Account shall be retained in
the Reserve Account (to the extent that the Available Reserve Account Amount
is less than the Required Reserve Account Amount) and the balance, if any,
shall be deposited into the Finance Charge Account and included in Class A
Available Funds for such Transfer Date. For purposes of determining the
availability of funds or the balance in the Reserve Account for any reason
under this Series Supplement, except as otherwise provided in the preceding
sentence, investment earnings on such funds shall be deemed not to be
available or on deposit.

(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Class A
Investor Interest and on or before the first Transfer Date with respect to
the Rapid Amortization Period, the Servicer shall calculate the "Reserve Draw
Amount" which shall be equal to the Principal Funding Investment Shortfall
with respect to each Transfer Date with respect to the Controlled
Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to
the extent that funds otherwise would be available for deposit in the Reserve
Account under Section 4.11(i) with respect to such Transfer Date.

(d) In the event that for any Transfer Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the Reserve Account
on such Transfer Date by the Trustee (acting in accordance with the
instructions of the Servicer), deposited into the Finance Charge Account and
included in Class A Available Funds for such Transfer Date.

(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Transfer Date, is greater than zero,
the Trustee, acting in accordance with the instructions of the Servicer,
shall withdraw from the Reserve Account, and pay in accordance with the Loan
Agreement, an amount equal to such Reserve Account Surplus.

(f) Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to
the Rapid Amortization Period and (iii) if the Controlled Accumulation Period
has commenced, the earlier

of the first Transfer Date with respect to the
Rapid Amortization Period and the Transfer Date immediately preceding the
Class A Scheduled Payment Date, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to
the Series 1997-2 Certificateholders that are payable from the Reserve
Account as provided herein, shall withdraw from the Reserve Account and pay
in accordance with the Loan Agreement, all amounts, if any, on deposit in the
Reserve Account and the Reserve Account shall be deemed to have terminated
for purposes of this Series Supplement.

SECTION 4.16 Determination of LIBOR.

(a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for deposits in United States
dollars for a period equal to the relevant Interest Period which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate
does not appear on Telerate Page 3750, the rate for that LIBOR Determination
Date shall be determined on the basis of the rates at which deposits in
United States dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on that day to prime banks in the London interbank
market for a period equal to the relevant Interest Period. The Trustee shall
request the principal London office of each of the Reference Banks to provide
a quotation of its rate. If at least two such quotations are provided, the
rate for that LIBOR Determination Date shall be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate
for that LIBOR Determination Date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a period equal to the relevant
Interest Period.

(b) On each LIBOR Determination Date prior to 12:00 noon
New York City time, the Trustee shall send to the Servicer by facsimile
notification of LIBOR for the following Interest Period.

SECTION 4.17 Transferor's or Servicer's Failure to Make a
Deposit or Payment.

If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required to
be made or given by the Servicer or Transferor, respectively, at the time
specified in the Agreement (including applicable grace periods), the Trustee
shall make such payment or deposit from the applicable Investor Account
without instruction from the Servicer or Transferor. The Trustee shall be
required to make any such payment, deposit or withdrawal

hereunder only to the extent that the Trustee has sufficient information to
allow it to determine the amount thereof; provided, however, that the Trustee
shall in all cases be deemed to have sufficient information to determine the
amount of interest payable to the Series 1997-2 Certificateholders on each
Distribution Date. The Servicer shall, upon request of the Trustee, promptly
provide the Trustee with all information necessary to allow the Trustee to
make such payment, deposit or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee in the manner in which such
payment or deposit should have been made by the Transferor or the Servicer,
as the case may be.

SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable only
to the Investor Certificateholders:

ARTICLE V

DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS

SECTION 5.1 Distributions. (a) On each Distribution Date,
the Trustee shall distribute (in accordance with the certificate delivered on
or before the related Transfer Date by the Servicer to the Trustee pursuant
to subsection 3.4(b)) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection
2.4(e) or Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided
Interests represented by Class A Certificates held by such Certificateholder)
of amounts on deposit in the Distribution Account as are payable to the Class
A Certificateholders pursuant to Section 4.9 by check mailed to each Class A
Certificateholder (at such Certificateholder's address as it appears in the
Certificate Register), except that with respect to Class A Certificates
registered in the name of the nominee of a Clearing Agency, such distribution
shall be made in immediately available funds.

(b) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection 3.4(b))
to each Class B Certificateholder of record on the immediately preceding
Record Date (other than as provided in subsection 2.4(e) or Section 12.3
respecting a final distribution) such Certificateholder's pro rata share
(based on the aggregate Undivided Interests represented by Class B
Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class B Certificateholders
pursuant to Section 4.9 by check mailed to each Class B Certificateholder (at
such Certificateholder's address as it

appears in the Certificate Register), except that with respect to Class B
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.

SECTION 5.2 Monthly Series 1997-2 Certificateholders'
Statement.

(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1997-2 Certificateholder, each Rating Agency and the
Collateral Interest Holder a statement substantially in the form of Exhibit C
to this Series Supplement prepared by the Servicer, delivered to the Trustee
and setting forth, among other things, the following information (which, in
the case of subclauses (i) and (ii) below, shall be stated on the basis of an
original principal amount of $1,000 per Certificate and, in the case of
subclauses (viii) and (ix) shall be stated on an aggregate basis and on the
basis of an original principal amount of $1,000 per Certificate, as
applicable):

(i) the amount of the current distribution allocable to
Class A Monthly Principal, Class B Monthly Principal and Collateral
Monthly Principal, respectively;

(ii) the amount of the current distribution allocable to
Class A Monthly Interest, Class A Deficiency Amounts, Class A
Additional Interest, Class B Monthly Interest, Class B Deficiency
Amounts, Class B Additional Interest and Collateral Monthly Interest,
and any accrued and unpaid Collateral Monthly Interest, respectively;

(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect
of the Class A Certificates, the Class B Certificates and the
Collateral Interest, respectively;

(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and allocated
in respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;

(v) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class A
Investor Interest, the Class A Adjusted Investor Interest, the Class
B Investor Interest, the Collateral Interest, the Floating Investor
Percentage, the Class A Floating Allocation, the Class B Floating
Allocation, the Collateral Floating Allocation and the Fixed Investor
Percentage, Class A Fixed Allocation, the Class B Fixed Allocation
and the Collateral Fixed Allocation with respect to the Principal
Receivables in the Trust as of the close of business on the

Distribution Date preceding such Transfer Date (after giving effect
to all of the transactions occurring on such date);

(vi) the aggregate outstanding balance of Accounts which
were 30 to 59, 60 to 89, and 90 or more days delinquent as of the end
of the day on the Record Date;

(vii) the Aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and the
Collateral Default Amount for the related Monthly Period;

(viii) the aggregate amount of Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;

(ix) the aggregate amount of Class A Investor Charge-
Offs, Class B Investor Charge-Offs and Collateral Charge-Offs
reimbursed on the Transfer Date immediately preceding such
Distribution Date;

(x) the amount of the Class A Servicing Fee, the Class B
Servicing Fee and the Collateral Servicing Fee for the related
Monthly Period;

(xi) the Portfolio Yield for the preceding Monthly
Period;

(xii) the amount of Reallocated Collateral Principal
Collections and Reallocated Class B Principal Collections with
respect to such Distribution Date;

(xiii) the Class B Investor Interest and the Collateral
Interest as of the close of business on such Distribution Date;

(xiv) LIBOR for the Interest Period ending on such
Distribution Date;

(xv) the Principal Funding Account Balance on the
Transfer Date;

(xvi) the Accumulation Shortfall;

(xvii) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date;

(xviii) the Principal Funding Investment Shortfall on the
related Transfer Date;

(xix) the amount of Class A Available Funds and Class B
Available Funds on deposit in the Finance Charge Account on the
related Transfer Date;

(xx) the current Class A Certificate Rate, Class B
Certificate Rate and Collateral Rate; and

(xxi) such other items as are set forth in Exhibit C to
this Series Supplement.

(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1998, the
Trustee shall distribute to each Person who at any time during the preceding
calendar year was a Series 1997-2 Certificateholder, a statement prepared by
the Servicer containing the information required to be contained in the
regular monthly report to Series 1997-2 Certificateholders, as set forth in
subclauses (i) and (ii) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series 1997-2
Certificateholder, together with such other customary information (consistent
with the treatment of the Certificates as debt) as the Servicer deems
necessary or desirable to enable the Series 1997-2 Certificateholders to
prepare their tax returns. Such obligations of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of
the Internal Revenue Code as from time to time in effect.

SECTION 9. Series 1997-2 Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:

(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this
Series Supplement, on or before the date occurring five days after the date
such payment or deposit is required to be made herein or (ii) duly to observe
or perform in any material respect any covenants or agreements of the
Transferor set forth in the Agreement or this Series Supplement, which
failure has a material adverse effect on the Series 1997-2 Certificateholders
(which determination shall be made without reference to the amount of the
Collateral Interest) and which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Transferor by the Trustee, or to
the Transferor and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 1997-2, and continues to affect materially and
adversely the interests of the Series 1997-2 Certificateholders (which
determination shall be made without reference to the amount of the Collateral
Interest) for such period;

(b) any representation or warranty made by the Transferor
in the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6, (i) shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect
in any material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this
Series 1997-2, and (ii) as a result of which the interests of the Series
1997-2 Certificateholders are materially and adversely affected (which
determination shall be made without reference to the amount of the Collateral
Interest) and continue to be materially and adversely affected for such
period; provided, however, that a Series 1997-2 Pay Out Event pursuant to
this subsection 9(b) hereof shall not be deemed to have occurred hereunder if
the Transferor has accepted reassignment of the related Receivable, or all of
such Receivables, if applicable, during such period in accordance with the
provisions of the Agreement;

(c) the average Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average Base Rate
for such period;

(d) the Transferor shall fail to convey Receivables arising
under Additional Accounts, or Participations, to the Trust, as required by
subsection 2.6(a);

(e) any Servicer Default shall occur which would have a
material adverse effect on the Series 1997-2 Certificateholders; or

(f) the Class A Investor Interest shall not be paid in full
on the Class A Scheduled Payment Date or the Class B Investor Interest shall
not be paid in full on the Class B Scheduled Payment Date;

then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subparagraphs,
either the Trustee or Holders of Investor Certificates and the Collateral
Interest Holder evidencing Undivided Interests aggregating not less than 50%
of the Investor Interest of this Series 1997-2 by notice then given in
writing to the Transferor and the Servicer (and to the Trustee if given by
the Certificateholders) may declare that a pay out event (a "Series 1997-2
Pay Out Event") has occurred as of the date of such notice, and in the case
of any event described in subsection 9(c), (d) or (f) hereof, a Series 1997-2
Pay Out Event shall occur without any notice or other action on the part of the

Trustee or the Investor Certificateholders immediately upon the
occurrence of such event.

SECTION 10. Issuance of Additional Certificates.

(a) During the Revolving Period, the Transferor may, in its
discretion and subject to the terms of subsection (b) below, request the
Trustee to issue additional Investor Certificates of each Class (all such
additional certificates, the "Additional Certificates") in an amount and on
the date (the "Additional Certificate Date") determined by the Transferor.
Upon issuance, the Additional Certificates will be identical in all respects
(except that the principal amount of such Additional Certificates may be
different) to the Investor Certificates currently outstanding and will be
equally and ratably entitled to the benefits of this Series Supplement and
the Pooling and Servicing Agreement. The outstanding principal amounts of
all Classes of Investor Certificates shall be increased pro rata. The
Controlled Accumulation Amount for each Class shall be increased
proportionally to reflect the additional amounts represented by the
Additional Certificates.

(b) Additional Certificates shall only be issued upon
satisfaction of all of the following conditions:

(i) On or before the fifth Business Day
immediately preceding the date on which the Additional Certificates
are to be issued, the Transferor shall give notice to the Trustee,
the Servicer, the Collateral Interest Holder and the Rating Agencies
of such issuance and the date upon which it is to occur;

(ii) After giving effect to the Additional
Certificates, the total amount of Principal Receivables in the Trust
shall be greater than or equal to the Minimum Aggregate Principal
Receivables;

(iii) The Transferor shall have delivered
evidence of the proportional increase in the Collateral Interest to
the Trustee and the Rating Agencies;

(iv) On or before the Additional Certificate
Date, the Trustee shall have been provided evidence that the Rating
Agency Condition shall have been satisfied with respect to such
issuance;

(v) The Transferor shall have delivered to the
Trustee an Officer's Certificate dated as of the Additional
Certificate Date, stating that the Transferor reasonably believes
that the issuance of such Additional Certificates will not have a
material adverse effect on any outstanding Class of Investor
Certificates;

(vi) As of the Additional Certificate Date, the
amount of Investor Charge-Offs for all Classes of Investor
Certificates shall be zero; and

(vii) The Transferor shall have delivered to the
Trustee a Tax Opinion with respect to such issuance.

SECTION 11. Series 1997-2 Termination. The right of the
Investor Certificateholders to receive payments from the Trust will terminate
on the first Business Day following the Series 1997-2 Termination Date.

SECTION 12. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.

SECTION 13. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS, AND WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 14. No Petition. The Transferor, the Servicer and
the Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1997-2 Certificate hereby covenant
and agree that they will not at any time institute against the Trust, or join
in any institution against the Trust of, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Investor Certificateholders, the Agreement or
this Series Supplement.

SECTION 15. Tax Representation and Covenant. Any
Collateral Interest Holder shall be required to represent and covenant in
connection with such acquisition that (x) it has neither acquired, nor will
it sell, trade or transfer any interest in the Trust or cause any interest in
the Trust to be marketed on or through either (i) 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 or (ii) a "secondary market" within the meaning of Code section
7704(b)(2), including a market wherein interests in the Trust are regularly
quoted by any person making a market in such interests and a market wherein
any person regularly makes available bid or offer quotes with respect to
interests in the Trust and stands ready to effect buy

or sell transactions at the quoted prices for itself or on behalf of others,
(y) unless the Transferor consents otherwise, such holder (i) is properly
classified as, and will remain classified as, a "corporation" as described
in Code section 7701(a)(3) and (ii) is not, and will not become, an
S corporation as described in Code section 1361, and (z) it will (i) cause
any participant with respect to such interest otherwise permitted hereunder
to make similar representations and covenants for the benefit of the
Transferor and the Trust and (ii) forward a copy of such representations and
covenants to the Trustee. Each such holder shall further agree in connection
with its acquisition of such interest that, in the event of any breach of its
(or its participant's) representation and covenant that it (or its
participant) is and shall remain classified as a corporation other than an
S corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all actions necessary to permit such replacement investor
to succeed to its rights and obligations as a holder (or to the rights of its
participant).

SECTION 16. Amendment to Agreement. By purchasing their
Series 1997-2 Certificates each Investor Certificateholder shall be deemed to
have consented that The Chase Manhattan Bank shall be replaced as Servicer
with The Chase Manhattan Bank USA, 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.

IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1997-2 Supplement to be duly executed by
their respective officers as of the day and year first above written.

CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,
1996

By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President

THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996
and Servicer

By:/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President

THE BANK OF NEW YORK,
Trustee

By:/s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President

EXHIBIT A-1
to EXHIBIT 4.2

FORM OF CERTIFICATE

CLASS A

Unless This Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Chase
Manhattan Bank USA, National Association, or its
agent for registration of transfer, exchange or
payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

No. ___ $_________

CUSIP NO. 00000XXX0

CHASE CREDIT CARD MASTER TRUST
CLASS A 6.30%
ASSET BACKED CERTIFICATE, SERIES 1997-2

Evidencing an Undivided Interest in a trust, the corpus of which consists of
a portfolio of MasterCard (Registered Trademark) and VISA (Registered
Trademark) credit card receivables generated or acquired by Chase
Manhattan Bank USA, National Association ("Chase USA") and other assets and
interests constituting the Trust under the Pooling and Servicing Agreement
described below.

(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)

This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfo-
____________________
[FN]
MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc.
and of Visa U.S.A., Inc., respectively.

A-1-1

lio 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, a national banking association, all monies due
or to become due in payment of the Receivables (including all Finance Charge
Receivables), the right to certain amounts received as Interchange and
Recoveries (if any), the benefits of the Collateral Interest, all proceeds of
the foregoing and the other assets and interests constituting the Trust
pursuant to the Second Amended and Restated Pooling and Servicing Agreement
dated as of September 1, 1996 as supplemented by the Series 1997-2 Supplement
dated as of August 18, 1997 (collectively, the "Pooling and Servicing
Agreement"), by and among Chase USA, as Transferor on and after June 1, 1996,
The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee (the "Trustee"). To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

The Series 1997-2 Certificates are issued in two classes,
the Class A Certificates (of which this certificate is one) and the Class B
Certificates, which are subordinated to the Class A Certificates in certain
rights of payment as described herein and in the Pooling and Servicing
Agreement.

The Transferor has structured the Pooling and Servicing
Agreement and the Series 1997-2 Certificates with the intention that the
Series 1997-2 Certificates will qualify under applicable tax law as
indebtedness, and each of the Transferor, the Holder of the Transferor
Certificate, the Servicer and each Series 1997-2 Certificateholder (or Series
1997-2 Certificate Owner) by acceptance of its Series 1997-2 Certificate (or
in the case of a Series 1997-2 Certificate Owner, by virtue of such Series
1997-2 Certificate Owner's acquisition of a beneficial interest therein),
agrees to treat and to take no action inconsistent with the treatment of the
Series 1997-2 Certificates (or any beneficial interest therein) as
indebtedness for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income. Each
Series 1997-2 Certificateholder agrees that it will cause any Series 1997-2
Certificate Owner acquiring an interest in a Series 1997-2 Certificate
through it to comply with the Pooling and Servicing Agreement as to treatment
of the Series 1997-2 Certificates as indebtedness for certain tax purposes.

This Class A Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the
Class A Certificateholder by virtue of the acceptance hereof assents and by
which the Class A Certificateholder is bound. This Class A Certificate is
one of a duly authorized Series of Investor Certificates entitled "Class A

A-1-2

6.30% Asset Backed Certificates, Series 1997-2" (the "Class A Certificates"),
each of which represents an Undivided Interest in the Trust, including the
right to receive the Collections and other amounts allocated to the Class A
Certificates at the times and in the amounts specified in the Pooling and
Servicing Agreement and to be deposited in the Investor Accounts, the
Principal Funding Account and the Reserve Account or paid to the Class A
Certificateholders.

Also issued under the Pooling and Servicing Agreement are
the "Class B 6.45% Asset Backed Certificates, Series 1997-2" (the "Class B
Certificates"), which represent an Undivided Interest in the Trust
subordinate to the Class A Certificates, and the "Collateral Interest, Series
1997-2" (the "Collateral Interest" and collectively with the Class A
Certificates and the Class B Certificates, the "Investor Certificates"),
which is an undivided interest in the Trust subordinated to the Class A
Certificates and Class B Certificates. The subordination of the Class B
Certificates and the subordination of the Collateral Interest to the Class A
Certificates shall constitute the Enhancement for the Class A Certificates.

The aggregate interest represented by the Class A
Certificates and the Class B Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Class A
Investor Interest and the Class B Investor Interest, respectively, at such
time. As of the Closing Date, the Class A Initial Investor Interest is
$1,500,000,000, the Class B Initial Investor Interest is $85,227,000 and the
Collateral Initial Interest is $119,318,455.

The Class A Investor Interest on any date of determination
will be an amount equal to (a) the Class A Initial Investor Interest minus
(b) the aggregate amount of payments of principal made to the Class A
Certificateholders prior to such date of determination, and minus (c) the
excess, if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) of the Pooling and Servicing Agreement over
Class A Investor Charge-Offs reimbursed prior to such date of determination
pursuant to subsection 4.11(b) of the Pooling and Servicing Agreement;
provided, however, that the Class A Investor Interest may not be reduced
below zero.

For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Class A Investor Interest will
be further reduced (such reduced amount, the "Class A Adjusted Investor
Interest") by the aggregate principal amount of funds on deposit in the
Principal Funding Account. The Class A Investor Interest together with the
aggregate interest represented by the Class B Certificates in the Principal
Receivables in the Trust (the "Class B Investor Inter-

A-1-3

est") and the aggregate interest represented by the Collateral Interest in the
Principal Receivables in the Trust are sometimes collectively referred to
herein as the "Investor Interest."

In addition to the Class A Certificates, the Class B
Certificates and the Collateral Interest, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Series of Investor Certificates issued by the
Trust. The Transferor Certificate may be exchanged by the Transferor
pursuant to the Pooling and Servicing Agreement for a newly issued Series of
Investor Certificates and a reissued Transferor Certificate upon the
conditions set forth in the Pooling and Servicing Agreement.

Interest will accrue on the Class A Certificates from the
Closing Date at the rate of 6.30% per annum (the "Class A Certificate Rate"),
and will be distributed on September 15, 1997 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the next
succeeding Business Day (a "Distribution Date"), to the Class A
Certificateholders 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 Class A Monthly Interest, Class A Monthly
Principal will be distributed to the Class A Certificateholder on each
Distribution Date until the Class A Certificates have been paid in full.
During the Controlled Accumulated Period, in addition to monthly payments of
Class A Monthly Interest, the amount on deposit in the Principal Funding
Account will be distributed as principal to the Class A Certificateholders on
the August 2000 Distribution Date (the "Class A Scheduled Payment Date"),
unless distributed earlier as a result of the occurrence of a Pay Out Event
in accordance with the Pooling and Servicing Agreement.

On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 1997-2 Certificates, (ii) with
respect to the Class A Certificates, from other amounts constituting Class A
Available Funds, and (iii) with respect to the Class B Certificates, from
other amounts constituting Class B Available Funds, the following amounts:
(x) an amount equal to one-twelfth of the product of (i) the Class A
Certificate Rate, and (ii) the outstanding principal balance of the Class A
Certificates determined as of the close of business on the Distribution Date
preceding the related Transfer Date (after giving effect to all of the
transactions occurring on such

A-1-4

date ("Class A Monthly Interest"), provided, however, that with respect
to the first Distribution Date, Class A Monthly Interest shall be equal
to the interest accrued on the Class A Initial Investor Interest at the
applicable Class A Certificate Rate for the period from the Closing Date
through September 14, 1997; and (y) amounts up to the Class B Monthly
Interest followed by the Collateral Monthly Interest, in the actual
amounts and manner described in the Pooling and Servicing Agreement.

On each Transfer Date, the Trustee shall apply the Class A
Available Funds withdrawn from the Finance Charge Account, as required by the
Pooling and Servicing Agreement, in the following order of priority: (i) an
amount equal to the Class A Monthly Interest for such Transfer Date, plus the
amount of any Class A Deficiency Amount for such Transfer Date, plus the
amount of any Class A Additional Interest for such Transfer Date, (ii) an
amount equal to the Class A Servicing Fee for such Transfer Date plus the
amount of any Class A Servicing Fee due but not paid on any prior Transfer
Date and (iii) an amount equal to the Class A Investor Default Amount, if
any, for the preceding Monthly Period. The Trustee on each Transfer Date
shall apply the Class B Available Funds withdrawn from the Finance Charge
Account as required by the Pooling and Servicing Agreement in the following
order of priority: (i) the Class B Monthly Interest for such Transfer Date,
plus the amount of any Class B Deficiency Amount for such Transfer Date, plus
the amount of any Class B Additional Interest for such Transfer Date, and
(ii) the Class B Servicing Fee for such Transfer Date plus the amount of any
Class B Servicing Fee due but not paid on any prior Transfer Date. The
balance of the amount withdrawn from the Finance Charge Account allocable to
the Series 1997-2 Certificates, if any, after giving effect to the
applications above shall constitute "Excess Spread."

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 Available
Investor Principal Collections on deposit in the Principal Account and from
such amounts, (A) deposit an amount equal to Class A Monthly Principal (i)
during the Controlled Accumulation Period, into the Principal Funding
Account, and (ii) during the Rapid Amortization Period, into the Distribution
Account, (B) after the Class A Certificates have been paid in full, deposit
an amount equal to Class B Monthly Principal into the Distribution Account,
and (C) any remaining amounts in the Principal Account shall be used for
payment of Collateral Monthly Principal.

A-1-5

On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period or the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Servicer shall instruct the
Trustee to withdraw, and the Trustee shall withdraw from the Principal
Funding Account and deposit in the Distribution Account the amount on deposit
in the Principal Funding Account.

On the Class A Scheduled Payment Date or on each
Distribution Date with respect to a Rapid Amortization Period, the Trustee
shall pay from amounts on deposit in the Distribution Account an amount equal
to the lesser of the Class A Investor Interest and the amount of Available
Investor Principal Collections on deposit in the Distribution Account with
respect to the related Monthly Period, and after the Class A Certificates
have been paid in full (after taking into account distributions to be made on
the related Distribution Date), Available Investor Principal Collections
shall be applied to the Class B Certificates and Collateral Interest as
specified in the Pooling and Servicing Agreement.

On each Distribution Date, the Trustee shall pay to the
Class A Certificateholders and the Class B Certificateholders the amount
deposited on the related Transfer Date into the Distribution Account in
respect of Class A Monthly Interest and Class B Monthly Interest,
respectively. On each Transfer Date, the Trustee shall pay to the Collateral
Interest Holder the Collateral Monthly Interest, to the extent funds are
available. Distributions with respect to this Series 1997-2 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, check mailed to the address of each Series 1997-2
Certificateholder of record appearing in the Certificate Register and except
for the final distribution in respect of this Series 1997-2 Certificate,
without the presentation or surrender of this Series 1997-2 Certificate or
the making of any notation thereon; provided, however, that with respect to
Series 1997-2 Certificates registered in the name of the nominee of a
Clearing Agency, distributions will be made in the form of immediately
available funds.

This Class A Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent
an obligation of, or an interest in, the Transferor or the Servicer, and
neither the Series 1997-2 Certificates nor the Accounts or Receivables are
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency. This Series 1997-2 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.
A-1-6

The Transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of transfer
in a form satisfactory to the Trustee and the Transfer Agent and Registrar
duly executed by the Class A Certificateholder or such Class A
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Class A Certificates of authorized denominations
and for the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.

The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose name
this Class A Certificate is registered as the owner hereof for all purposes,
and neither the Servicer, the Trustee, the Paying Agent, the Transfer Agent
and Registrar, nor any agent of any of them or of any such agent shall be
affected by notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement provides that the right
of the Series 1997-2 Certificateholders to receive payment from the Trust
will terminate on the first Business Day following the Series 1997-2
Termination Date. Upon the termination of the Trust pursuant to Section 12.1
of the Pooling and Servicing Agreement, the Trustee shall assign and convey
to the Holder of the Transferor Certificate (without recourse, representation
or warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in
each case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.

A-1-7

IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class A Certificate to be duly executed.

By:______________________
Authorized Officer

Dated:
A-1-8

Form of Trustee's Certificate of Authentication

CERTIFICATE OF AUTHENTICATION

This is one of the Class A Certificates of Chase Credit Card
Master Trust, Series 1997-2, referred to in the within-mentioned Pooling and
Servicing Agreement.

THE BANK OF NEW YORK,
Trustee

By:____________________
Authorized Signatory

Dated:

EXHIBIT A-2
to EXHIBIT 4.2

FORM OF CERTIFICATE

CLASS B

Unless This Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Chase Manhattan Bank USA, National
Association, or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede
& Co. or in such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

Each purchaser represents and warrants for the benefit of
Chase Manhattan Bank USA, National Association, that unless such
purchaser, at its expense, delivers to the Trustee, the Servicer and
the Transferor an opinion of counsel satisfactory to them to the
effect that the purchase or holding of this certificate by such
purchaser will not result in the assets of the trust being deemed to
be "assets of the benefit plan" or subject to the prohibited
transaction provisions of ERISA and the code and will not subject the
Trustee, the Transferor or the Servicer to any obligation in addition
to those undertaken in the Pooling and Servicing Agreement, such
purchaser is not (i) an employee benefit plan (as defined in section
3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) that is subject to the provisions of title I of
ERISA, (ii) a plan described in section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or (iii) an entity whose underlying
assets include plan assets by reason of a plan's investment in the
entity.

No. _____ $__________

CUSIP NO. 00000XXX0

CHASE CREDIT CARD MASTER TRUST
CLASS B
6.45% ASSET BACKED CERTIFICATE, SERIES 1997-2

Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard (Registered Trademark) and
VISA (Registered Trademark) credit card

________________
[FN]
MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc.
and of Visa U.S.A., Inc., respectively.

A-2-1

receivables generated or acquired by Chase Manhattan Bank USA, National
Association ("Chase USA"), and other assets and interests constituting
the Trust under the Pooling and Servicing Agreement described below.

(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)

This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in a
trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and arising
in connection with selected MasterCard and VISA credit card accounts (the
"Accounts") of Chase USA, a national banking association, all monies due or
to become due in payment of the Receivables (including all Finance Charge
Receivables), the right to certain amounts received as Interchange and
Recoveries (if any), the benefits of the Collateral Interest, all proceeds of
the foregoing and the other assets and interests constituting the Trust
pursuant to the Second Amended and Restated Pooling and Servicing Agreement
dated as of September 1, 1996 as supplemented by the Series 1997-2 Supplement
dated as of August 18, 1997 (collectively, the "Pooling and Servicing
Agreement"), by and among Chase USA, as Transferor on and after June 1, 1996,
The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, as Trustee (the "Trustee"). To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

The Series 1997-2 Certificates are issued in two classes,
the Class A Certificates and the Class B Certificates (of which this
certificate is one), which are subordinated to the Class A Certificates in
certain rights of payment as described herein and in the Pooling and
Servicing Agreement.

The Transferor has structured the Pooling and Servicing
Agreement and the Series 1997-2 Certificates with the intention that the
Series 1997-2 Certificates will qualify under applicable tax law as
indebtedness, and each of the Transferor, the Holder of the Transferor
Certificate, the Servicer and each Series 1997-2 Certificateholder (or Series
1997-2 Certificate Owner) by acceptance of its Series 1997-2 Certificate (or
in the case of a Series 1997-2 Certificate Owner, by virtue of such Series
1997-2 Certificate Owner's acquisition of a beneficial interest therein),
agrees to treat and to take no action inconsistent with the treatment of
the Series 1997-2 Certificates (or any beneficial interest therein) as
indebtedness for purposes of federal, state, local and foreign income or
franchise taxes and any other tax imposed on or measured by income. Each
Series 1997-2 Certificateholder agrees that it will cause any Series 1997-2

A-2-2

Certificate Owner acquiring an interest in a Series 1997-2 Certificate
through it to comply with the Pooling and Servicing Agreement as to treatment
of the Series 1997-2 Certificates as indebtedness for certain tax purposes.

This Class B Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which Pooling and Servicing Agreement, as amended from time to time, the
Class B Certificateholder by virtue of the acceptance hereof assents and by
which the Class B Certificateholder is bound. This Class B Certificate is
one of a duly authorized Series of Investor Certificates entitled "Class B
6.45% Asset Backed Certificates, Series 1997-2" (the "Class B Certificates"),
each of which represents an Undivided Interest in the Trust, including the
right to receive the Collections and other amounts allocated to the Class B
Certificates at the times and in the amounts specified in the Pooling and
Servicing Agreement and to be deposited in the Investor Accounts, the
Principal Funding Account and the Reserve Account or paid to the Class B
Certificateholders.

Also issued under the Pooling and Servicing Agreement are
the "Class A 6.30% Asset Backed Certificates, Series 1997-2" (the "Class A
Certificates"), which represent an Undivided Interest in the Trust senior to
the Class B Certificates, and the "Collateral Interest, Series 1997-2" (the
"Collateral Interest" and collectively with the Class A Certificates and the
Class B Certificates, the "Investor Certificates"), which is an undivided
interest in the Trust subordinated to the Class A Certificates and Class B
Certificates. The subordination of the Collateral Interest to the Class B
Certificates shall constitute the Enhancement for the Class B Certificates.

The Class B Investor Interest shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of
Class B Investor Charge-Offs for all prior Transfer Dates pursuant to
subsection 4.10(b) of the Pooling and Servicing Agreement, minus (d) the
amount of the Reallocated Class B Principal Collections allocated pursuant
to subsection 4.12(a) of the Pooling and Servicing Agreement on all prior
Transfer Dates for which the Collateral Interest has not

A-2-3

been reduced, minus (e) an amount equal to the amount by which the Class B
Investor Interest has been reduced on all prior Transfer Dates pursuant
to subsection 4.10(a) of the Pooling and Servicing Agreement and plus (f)
the aggregate amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(d) of the Pooling and Servicing
Agreement, for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (c), (d) and (e); provided, however, that the
Class B Investor Interest may not be reduced below zero.

The Class B Investor Interest together with the aggregate
interest represented by the Class A Certificates in the Principal Receivables
in the Trust (the "Class A Investor Interest") and the aggregate interest
represented by the Collateral Interest in the Principal Receivables in the
Trust are sometimes collectively referred to herein as the "Investor
Interest."

Interest will accrue on the Class B Certificates from the
Closing Date at the rate of 6.45% per annum (the "Class B Certificate Rate"),
and will be distributed on September 15, 1997 and on the 15th day of each
calendar month thereafter, or if such day is not a Business Day, on the next
succeeding Business Day (a "Distribution Date"), to the Class B
Certificateholders of record as of the last Business Day of the calendar
month preceding such Distribution Date (the "Record Date"). Class B Monthly
Principal will be distributed to the Class B Certificateholder (i) during the
Rapid Amortization Period, in addition to Class B Monthly Interest, on each
Distribution Date until the Class B Certificates have been paid in full or
(ii) during the Controlled Accumulated Period following the payment in full
of the Class A Investor Interest, on the September 2000 Distribution Date
(the "Class B Scheduled Payment Date"), unless distributed earlier as a result
of the occurrence of a Pay Out Event in accordance with the Pooling and
Servicing Agreement.

A-2-4

of funds on deposit therein (i) Collections of Finance Charge Receivables
processed as of the end of the preceding Monthly Period which have been
allocated to the Series 1997-2 Certificates, (ii) with respect to the
Class A Certificates, from other amounts constituting Class A Available
Funds, and (iii) with respect to the Class B Certificates, from other
amounts constituting Class B Available Funds, the following amounts:
(x) an amount equal to the Class A Monthly Interest; (y) an amount equal to
the product of one-twelfth of (i) the Class B Certificate Rate and (ii) the
Class B Investor Interest as of the close of business on the last day of the
preceding Monthly Period ("Class B Monthly Interest"), provided, however,
that with respect to the first Distribution Date, Class B Monthly Interest
shall be equal to the interest accrued on the Class B Initial Investor
Interest at the applicable Class B Certificate Rate for the period from the
Closing Date through September 15, 1997; and (Z) amounts up to the Collateral
Monthly Interest, in the actual amounts and manner described in the Pooling
and Servicing Agreement.

A-2-5

from such amounts, (A) deposit an amount equal to Class A Monthly Principal
(i) during the Controlled Accumulation Period, into the Principal Funding
Account, and (ii) during the Rapid Amortization Period, into the Distribution
Account, (B) after the Class A Certificates have been paid in full, deposit
an amount equal to Class B Monthly Principal into the Distribution Account,
and (C) any remaining amounts in the Principal Account shall be used for
payment of Collateral Monthly Principal.

On the earlier to occur of the first Transfer Date with
respect to the Rapid Amortization Period after payment in full of the Class A
Investor Interest or the Transfer Date immediately preceding the Class B
Scheduled Payment Date, the Servicer shall instruct the Trustee to withdraw,
and the Trustee shall withdraw from the Principal Account and deposit in the
Distribution Account the amount on deposit in the Principal Account.

On the Class B Scheduled Payment Date or on each
Distribution Date after payment in full of the Class A Investor Interest with
respect to a Rapid Amortization Period, the Trustee shall pay from amounts on
deposit in the Distribution Account an amount equal to the lesser of the
Class B Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the
related Monthly Period, and after the Class B Certificates have been paid in
full (after taking into account distributions to be made on the related
Distribution Date), Available Investor Principal Collections shall be applied
to the Collateral Interest as specified in the Pooling and Servicing
Agreement.

This Class B Certificate represents an interest in only the
Chase Credit Card Master Trust. This Class A Certificate does not represent
an obligation of, or an interest in, the

A-2-6

Transferor or the Servicer, and neither the Series 1997-2 Certificates nor
the Accounts or Receivables are insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Series 1997-2
Certificate is limited in right of payment to certain collections respecting
the Receivables, all as more specifically set forth hereinabove and in the
Pooling and Servicing Agreement.

The Transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this agency maintained by the
Transfer Agent and Registrar accompanied by a written instrument of transfer
in a form satisfactory to the Trustee and the Transfer Agent and Registrar
duly executed by the Class B Certificateholder or such Class B
Certificateholder's attorney-in-fact duly authorized in writing, and
thereupon one or more new Class B Certificates of authorized denominations
and for the same aggregate Undivided Interests will be issued to the
designated transferee or transferees.

The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose name
this Class B Certificate is registered as the owner hereof for all purposes,
and neither the Servicer, the Trustee, the Paying Agent, the Transfer Agent
and Registrar, nor any agent of any of them or of any such agent shall be
affected by notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class B
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.

A-2-7

IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Class B Certificate to be duly executed.

By:_____________________
Authorized Officer

Dated:

A-2-8

Form of Trustee's Certificate of Authentication

CERTIFICATE OF AUTHENTICATION

This is one of the Class B Certificates of Chase Credit Card
Master Trust, Series 1997-2, referred to in the within-mentioned Pooling and
Servicing Agreement.

THE BANK OF NEW YORK,
Trustee

By:_____________________
Authorized Signatory

Dated:

EXHIBIT B
to EXHIBIT 4.2

FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1997-2
MONTHLY PERIOD ENDING __________ __, ____

Capitalized terms used in this notice have their respective meanings set
forth in the Pooling and Servicing Agreement. References herein to certain
sections and subsections are references to the respective sections and
subsections of the Pooling and Servicing Agreement as supplemented by the
Series 1997-2 Supplement. This notice is delivered pursuant to Section 4.9.

A) The Chase Manhattan Bank ("Chase") is the Servicer under the
Pooling and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the related Transfer Date
under the Pooling and Servicing Agreement.

I. INSTRUCTION TO MAKE A WITHDRAWAL

Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Finance Charge Account, the Principal Account, the
Principal Funding Account and The Distribution Account on ________ __, ____,
which date is a Transfer Date under the Pooling and Servicing Agreement, in
aggregate amounts set forth below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawals in accordance with accordance
with subsection 3(a) of the Series 1997-2 Supplement and Section 4.9 of the
Pooling and Servicing Agreement:

A. Pursuant to subsection 3(a) of the Series 1997-2
Supplement:

1. Servicer Interchange $_________

B. Pursuant to subsection 4.9(a)(i):

1. Class A Monthly Interest at the Class A
Certificate Rate on the Class A Investor
Interest $_________

2. Class A Deficiency Amount
$_________
3. Class A Additional Interest $_________

C. Pursuant to subsection 4.9(a)(ii):

1. Class A Servicing Fee $_________

2. Accrued and unpaid Class A Servicing Fee $_________

D. Pursuant to subsection 4.9(a)(iii):

1. Class A Investor Default Amount $_________

E. Pursuant to subsection 4.9(a)(iv):

1. Portion of Excess Spread from Class A Available
Funds to be allocated and distributed as
provided in Section 4.11 $_________

F. Pursuant to subsection 4.9(b)(i):

1. Class B Monthly Interest at the Class B
Certificate Rate on the Class B Investor
Interest $_________

2. Class B Deficiency Amount $_________

3. Class B Additional Interest $_________

G. Pursuant to subsection 4.9(b)(ii):

1. Class B Servicing Fee $_________

2. Accrued and unpaid Class B Servicing Fee $_________

H. Pursuant to subsection 4.9(b)(iii):

1. Portion of Excess Spread from Class B Available
Funds to be allocated and distributed as
provided in Section 4.11 $_________

I. Pursuant to subsection 4.9(c)(i):

1. Collateral Interest Servicing Fee, if applicable $_________

2. Accrued and unpaid Collateral Interest Servicing
Fee, if applicable $_________

J. Pursuant to subsection 4.9(c)(ii):

1. Portion of Excess Spread from Collateral
Available Funds to be allocated and distributed
as provided in Section 4.11 $_________

B-2
K. Pursuant to subsection 4.9(d)(i):

1. Collateral Monthly Principal, if any, applied in
accordance with the Loan Agreement $_________

L. Pursuant to subsection 4.9(d)(ii):

1. Amount to be treated as Shared Principal
Collections $_________

M. Pursuant to subsection 4.9(d)(iii):

1. Amount to be paid to the Holder of the
Transferor Certificate $_________
2. Unallocated Principal Collections $_________

N. Pursuant to subsection 4.9(e)(i):

1. Class A Monthly Principal $_________

O. Pursuant to subsection 4.9(e)(ii):

1. Class B Monthly Principal $_________

P. Pursuant to subsection 4.9(e)(iii):

1. Collateral Monthly Principal to be applied in
accordance with the Loan Agreement $_________

Q. Pursuant to subsection 4.9(e)(iv):

1. Amount to be treated as Shared Principal
Collections $_________

R. Pursuant to subsection 4.9(e)(v):

1. Amount to be paid to the Holder of the
Transferor Certificate $_________

2. Unallocated Principal Collections $_________

Total $

S. Pursuant to subsection 4.9(f):

1. Amount to be withdrawn from the Principal
Funding Account and deposited into the
Distribution Account $_________

B-3
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS

Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee to pay
in accordance with Section 5.1 from the Distribution Account on __________ __,
____, which date is a Distribution Date under the Pooling and Servicing
Agreement, amounts so deposited in the Distribution Account pursuant to
Section 4.9 as set forth below:

A. Pursuant to subsection 4.9(g):
1. Amount to be distributed to Class A
Certificateholders $_________

2. Amount to be distributed to Class B
Certificateholders $_________

B. Pursuant to subsection 4.9(h)(i):
1. Amount to be distributed to the Class A
Certificateholders $_________

C. Pursuant to subsection 4.9(h)(ii):
1. Amount to be distributed to the Class B
Certificateholders
$_________

III. APPLICATION OF EXCESS SPREAD

Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to
apply the Excess Spread with respect to the related Monthly Period and to make
the following distributions in the following priority:

A. The amount equal to the Class A Required Amount, if
any, which will be used to fund the Class A Required
Amount and be applied in accordance with, and in the
priority set forth in, subsection 4.9(a) $_________

B. The amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously
reimbursed (after giving effect to the allocation on
such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion
of Investor Principal Collections and deposited into
the Principal Account on such Transfer Date $_________

B-4

C. The amount equal to the Class B Required Amount, if
any, which will be used to fund the Class B Required
Amount and be applied first in accordance with, and
in the priority set forth in, subsection 4.9(b) and
then any amount available to pay the Class B Investor
Default Amount shall be treated as a portion of
Investor Principal Collections and deposited into the
Principal Account $_________

D. The amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the
initial Class B Investor Interest for reasons other
than the payment of principal to the Class B
Certificateholders (but not in excess of the
aggregate amount of such reductions which have not
been previously reimbursed) which will be treated as
a portion of Investor Principal Collections and
deposited into the Principal Account $_________

E. The amount equal to the Collateral Monthly Interest
plus the amount of any past due Collateral Monthly
Interest which will be paid to the Collateral
Interest Holder for application in accordance with
the Loan Agreement $_________

F. The amount equal to the aggregate amount of accrued
but unpaid Collateral Interest Servicing Fees which
will be paid to the Servicer if the Transferor or the
Trustee is the Servicer $_________

G. The amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period which will be
treated as a portion of Investor Principal
Collections and deposited into the Principal Account $_________

H. The amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the
Required Collateral Interest for reasons other than
the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of
such reductions which have not been previously
reimbursed) which will be treated as a portion of
Investor Principal Collections and deposited into the
Principal Account $_________

B-5
I. On each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which
the Reserve Account terminates as described in
subsection 4.15(f), the amount up to the excess, if
any, of the Required Reserve Account Amount over the
Available Reserve Account Amount which shall be
deposited into the Reserve Account $_________

J. The amount equal to the amounts determined to be
payable to the Collateral Interest Holder pursuant to
subsections 2.11(a)(i), (ii) and (iii) of the Loan
Agreement $_________

K. The balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through
(j) above which shall constitute "Shared Excess
Finance Charge Collections" with respect to other $_________
Series in Group One.

IV. REALLOCATED PRINCIPAL COLLECTIONS

Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related Monthly
Period in the following amounts:

A. Reallocated Collateral Principal Receivables $_________

B. Reallocated Class B Principal Receivables
$_________

V. ACCRUED AND UNPAID AMOUNTS

After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with
respect to all Monthly Periods preceding the current calendar month

A. Subsection 4.9(a)(i) and (b)(i):
1. The aggregate amount of the Class A Deficiency
Amount $_________

2. The aggregate amount of Class B Deficiency
Amount $_________

B. Subsections 4.9(a)(ii) and (b)(ii):
The aggregate amount of all accrued and unpaid
Investor Monthly Servicing Fees $_________

C. Section 4.10:
The aggregate amount of all unreimbursed Investor
Charge Offs $_________

B-6
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.

THE CHASE MANHATTAN BANK,
Servicer

By:______________________
Name:
Title:

B-7
EXHIBIT C
to EXHIBIT 4.2

The Chase Manhattan Bank Chase Credit Card Master Trust
Certificateholders' Statement Series 1997-2 Monthly Report

Section 5.2 - Supplement Class A Class B Collateral Total

(i) Monthly Principal Distributed _______________________________________ _____________
(ii) Monthly Interest Distributed _______________________________________ _____________
Deficiency Amounts _______________________________________ _____________
Additional Interest _______________________________________ _____________
Accrued and Unpaid Interest ______________________ _____________
_____________ _____________
(iii) Collections of Principal Receivables _______________________________________ _____________

(iv) Collections of Finance Charge Receivables_______________________________________ _____________
(v) Aggregate Amount of Principal Receivables _____________
Investor Interest _______________________________________ _____________
Adjusted Interest _______________________________________ _____________
Floating Investor Percentage _______________________________________ _____________
Fixed Investor Percentage _______________________________________ _____________
(vi) Receivables Delinquent (As % of Total
Receivables)

Current
30 to 59 days _____________
60 to 89 days _____________
90 or more days _____________

Total Receivables _____________
_____________
(vii) Investor Default Amount _______________________________________ _____________
(viii) Investor Charge-Offs _______________________________________ _____________
(ix) Reimbursed Investor Charge-Offs _______________________________________ _____________
(x) Servicing Fee _______________________________________ _____________
(xi) Portfolio Yield _______________________________________ _____________
(xii) Reallocated Monthly Principal __________________________ _____________
(xiii) Closing Investor Interest _______________________________________ _____________
(xiv) LIBOR _____________
(xv) Principal Funding Account Balance _____________
(xvi) Accumulation Shortfall _____________
(xvii) Principal Funding Investment Proceeds _____________
(xviii) Principal Investment Funding Shortfall _____________
(xix) Available Funds _______________________________________ _____________

(xx) Certificate Rate _______________________________________

SCHEDULE I
to EXHIBIT 4.2
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Investor Certificates)

SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING ,
THE CHASE MANHATTAN BANK
CHASE CREDIT CARD MASTER TRUST SERIES 1997-2

1. The aggregate amount of the Investor Percentage of
Collections of Principal Receivables . . . . . . . . $_________

2. The aggregate amount of Investor Percentage of
Collections of Finance Charge Receivables (excluding
Interchange and amounts with respect to Annual
Membership Fees) . . . . . . . . . . . . . . . . . . $_________

3. The aggregate amount of Investor Percentage of
amounts with respect to Annual Membership Fees . . . $_________

4. The aggregate amount of Investor Percentage of
Interchange . . . . . . . . . . . . . . . . . . . . . $_________

5. The aggregate amount of Servicer Interchange . . . . $_________

6. The aggregate amount of funds on deposit in the
Finance Change Account allocable to the Series 1997-2
Certificates . . . . . . . . . . . . . . . . . . . . $_________

7. The aggregate amount of funds on deposit in the
Principal Account allocable to the Series 1997-2
Certificates . . . . . . . . . . . . . . . . . . . . $_________

8. The aggregate amount of funds on deposit in the
Principal Funding Account allocable to the Series
1997-2 Certificates . . . . . . . . . . . . . . . . . $_________

9. The aggregate amount to be withdrawn from the Finance
Charge Account and paid in accordance with the Loan
Agreement pursuant to Section 4.11 of the Series
1997-2 Supplement . . . . . . . . . . . . . . . . . . $_________

10. The excess, if any, of the Required Collateral
Interest over the Collateral Interest . . . . . . . . $_________

I-1

11. The Collateral Interest on the Transfer Date of the
current calendar month, after giving effect to the
deposits and withdrawals specified above, is equal to $_________

12. The amount of Monthly Interest, Deficiency Amounts
and Additional Interest payable to the
(i) Class A Certificateholders . . . . . . . . . . . $_________
(ii) Class B Certificateholders . . . . . . . . . . . $_________
(iii) Collateral Interest Holder . . . . . . . . . . $_________

13. The amount of principal payable to the
(i) Class A Certificateholders . . . . . . . . . . . $_________
(ii) Class B Certificateholders . . . . . . . . . . . $_________
(iii) Collateral Interest Holder . . . . . . . . . . $_________

14. The sum of all amounts payable to the
(i) Class A Certificateholders . . . . . . . . . . . $_________
(ii) Class B Certificateholders . . . . . . . . . . . $_________
(iii) Collateral Interest Holder . . . . . . . . . . $_________

15. To the knowledge of the undersigned, no Series 1997-2
Pay Out Event or Trust Pay Out Event has occurred
except as described below:

[If applicable, insert "none."]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificates
as of this day of , .

THE CHASE MANHATTAN BANK

By:
Name:
Title:

I-2

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