Exhibit 4.8
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2003-3 Certificateholders
________________________
SERIES 2003-3 SUPPLEMENT
Dated as of June 25, 2003
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
________________________
CHASE CREDIT CARD MASTER TRUST
Series 2003-3
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TABLE OF CONTENTS
Page
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SECTION 1. Designation......................................................1
SECTION 2. Definitions......................................................1
SECTION 3. Servicing Compensation and Assignment of Interchange............12
SECTION 4. Reassignment and Transfer Terms.................................13
SECTION 5. Delivery and Payment for the Investor Certificates..............13
SECTION 6. Form of Delivery of Investor Certificates.......................13
SECTION 7. Article IV of Agreement.........................................13
SECTION 8. Article V of the Agreement......................................24
SECTION 9. Series 2003-3 Pay Out Events....................................26
SECTION 10. Series 2003-3 Termination.......................................27
SECTION 11. Counterparts....................................................27
SECTION 12. (a) Governing Law..............................................27
(b) Article 8..................................................28
SECTION 13. No Petition.....................................................28
SECTION 14. Amendment to Agreement..........................................28
SECTION 15. Tax Representation and Covenant.................................28
SECTION 16. Transfers of the Certificates...................................29
SECTION 17. Compliance with Withholding Requirements........................30
SECTION 18. Tax Characterization of the Certificates........................31
SECTION 19. ERISA Legend....................................................31
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification
to the Trustee
EXHIBIT C Form of Monthly Series 2003-3 Certificateholder's Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE I
Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificate
ii
SERIES 2003-3 SUPPLEMENT, dated as of June 25, 2003 (this "Series
Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("Chase USA"), as Transferor on and after June 1, 1996, JPMORGAN CHASE BANK,
as Transferor prior to June 1, 1996 and as Servicer, and THE BANK OF NEW YORK,
as Trustee under the Third Amended and Restated Pooling and Servicing
Agreement dated as of November 15, 1999, as amended by the First Amendment
thereto dated as of March 31, 2001, and the Second Amendment thereto, dated as
of March 1, 2002, between Chase USA, the Servicer and the Trustee (as may be
amended, modified or supplemented from time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the delivery by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates;
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof;
On the Closing Date, the Certificates will be deposited by the
Transferor in the Chase Credit Card Owner Trust 2003-3 (the "Owner Trust") and
pledged by the Owner Trust to an indenture trustee to secure certain notes to
be issued by the Owner Trust.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates to be
issued in a single class pursuant to the Agreement and this Series Supplement
and to be known as the "Series 2003-3 Certificates." The Series 2003-3
Certificates shall be substantially in the form of Exhibit A hereto.
(b) Series 2003-3 shall be included in Group One (as defined below).
Series 2003-3 shall not be subordinated to any other Series.
SECTION 2. Definitions.
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles,
Sections or subsections of the Agreement, except as otherwise provided herein.
All capitalized terms not otherwise defined herein are defined in the
Agreement. Each capitalized term defined herein shall relate only to the
Investor Certificates and no other Series of Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a)
the Initial Investor Interest, (b) the initial investor interests (or other
amounts specified in the applicable Supplement) of all outstanding Series
(other than Series 2003-3) which are not expected to be in their revolving
periods, and (c) the initial investor interests (or other amounts specified in
the applicable Supplement) of all other outstanding Series which are not
allocating Shared Principal Collections to other Series and are in their
revolving periods.
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of (a) the Transfer
Date with respect to the Monthly Period which commences three months prior to
the commencement of the Controlled Accumulation Period; (b) the first Transfer
Date for which the Portfolio Adjusted Yield is less than 2%, but in such event
the Accumulation Period Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period which
commences 12 months prior to the commencement of the Controlled Accumulation
Period; (c) the first Transfer Date for which the Portfolio Adjusted Yield is
less than 3%, but in such event the Accumulation Period Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date
with respect to the Monthly Period which commences six months prior to the
commencement of the Controlled Accumulation Period; and (d) the first Transfer
Date for which the Portfolio Adjusted Yield is less than 4%, but in such event
the Reserve Account Funding Date shall not be required to occur earlier than
the Transfer Date with respect to the Monthly Period which commences four
months prior to the commencement of the Controlled Accumulation Period.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal
Funding Account pursuant to subsection 4.9(c)(i) with respect to the
Certificates for the previous Monthly Period.
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"Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the Investor Interest as of such
date minus the Principal Funding Account Balance as of such date.
"Aggregate Investor Default Amount" shall mean, with respect
to any Monthly Period, the sum of the Investor Default Amounts in respect of
such Monthly Period.
"Assignee" shall have the meaning specified in subsection
16(a).
"Available Accumulation Period Reserve Account Amount" shall
mean, with respect to any Transfer Date, the lesser of (a) the amount on
deposit in the Accumulation Period Reserve Account on such date (after taking
into account any interest and earnings retained in the Accumulation Period
Reserve Account pursuant to subsection 4.14(b) on such date, but before giving
effect to any deposit made or to be made in the Accumulation Period Reserve
Account on such date) and (b) the Required Accumulation Period Reserve Account
Amount.
"Available Investor Finance Charge Collections" shall mean,
with respect to any Monthly Period, an amount equal to the sum of (a) the
Floating Allocation of the Collections of Finance Charge Receivables allocated
to the Investor Certificates and deposited in the Finance Charge Account for
such Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant to
the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement and
subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange, (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Investor Interest, the
Principal Funding Investment Proceeds arising pursuant to subsection 4.13(b),
if any, with respect to the related Transfer Date and (c) the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d) which will be deposited into the
Finance Charge Account on the related Transfer Date.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.11 are required to fund the Class A Note Interest Requirement, the
Class B Note Interest Requirement and the Net Investor Servicing Fee, plus (c)
the amount of Shared Principal Collections with respect to other Series that
are allocated to Series 2003-3 in accordance with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement, each for
the related Note Interest Period, and the Investor Servicing Fee with respect
to such Monthly Period and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period; provided,
however, that with respect to the May 2003, June 2003 and July 2003 Monthly
Periods, Base Rate shall mean the
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sum of (i) the weighted average of the Class A Note Interest Rate, the Class B
Note Interest Rate and the Class C Note Interest Rate and (ii) 2%; provided
that the Class A Note Interest Rate, the Class B Note Interest Rate and the
Class C Note Interest Rate shall be determined based on LIBOR as calculated
for the related Interest Periods pursuant to the Series 2003-1 Supplement to
the Agreement plus (x) in the case of the Class A Note Interest Rate, 0.11%
per annum, (y) in the case of the Class B Note Interest Rate, 0.35% per annum
and (z) in the case of the Class C Note Interest Rate 1.08% per annum.
"Certificateholders" shall mean the Persons in whose names
the Series 2003-3 Certificates are registered in the Certificate Register.
"Certificate Reassignment Date" shall mean the date on which
the Investor Certificates are retransferred to the Transferor in accordance
with the terms specified in Section 4 of this Series Supplement and subsection
12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the meaning
set forth in the Indenture.
"Class B Note Interest Requirement" shall have the meaning
set forth in the Indenture.
"Closing Date" shall mean June 25, 2003.
"Controlled Accumulation Amount" shall mean (a) for any
Transfer Date with respect to the Controlled Accumulation Period prior to the
Scheduled Principal Allocation Commencement Date, $99,750,000; provided,
however, that if the commencement of the Controlled Accumulation Period is
determined to be less than 12 months pursuant to subsection 4.9(e), the
Controlled Accumulation Amount for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Scheduled Principal Allocation
Commencement Date, will be equal to (x) 84% of the Initial Investor Interest
divided by (y) the number of Monthly Periods in the Controlled Accumulation
Period as determined pursuant to subsection 4.9(e) and (b) for any Transfer
Date with respect to the Controlled Accumulation Period after the Scheduled
Principal Allocation Commencement Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay
Out Event shall have occurred prior thereto, the period commencing at the
close of business on May 31, 2007 or such later date as is determined in
accordance with subsection 4.9(e) and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 2003-3
Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
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"Covered Amount" shall mean, as of the Transfer Date with
respect to any Interest Period, an amount equal to the product of (a) the
actual number of days in the Interest Period beginning on the Distribution
Date preceding such Transfer Date divided by 360, (b) the Class A Note
Interest Rate and (c) the Principal Funding Account Balance as of the close of
business on the Distribution Date preceding such Transfer Date (after giving
effect to all of the transactions occurring on such date).
"Cumulative Series Principal Shortfall" shall mean the sum
of the Series Principal Shortfalls (as such term is defined in each of the
related Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject to
reallocation, which are on deposit or to be deposited in the Principal Account
on such date.
"Distribution Date" shall mean August 15, 2003 and the
fifteenth day of each calendar month thereafter, or if such fifteenth day is
not a Business Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean,
with respect to each Transfer Date relating to the Controlled Accumulation
Period, the amount, if any, by which the Principal Funding Investment Proceeds
for such Transfer Date exceed the Covered Amount determined on such Transfer
Date.
"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to
subsections 4.9(a)(i) through (viii) over Available Investor Finance Charge
Collections.
"Fitch" shall mean Fitch, Inc., doing business as Fitch
Ratings, and any successor thereto.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is the greater of (a) the
sum of (i) the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of the prior Monthly
Period and (ii) the Excess Funding Amount as of the close of business on such
last day of the prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the Agreement)
for allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with respect to
any Monthly Period in which an Addition Date occurs or in which a Removal Date
occurs, the amount determined pursuant to clause (a)(i) hereof shall be the
quotient of (A) the sum of (I) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior Monthly
Period multiplied by the actual number of days in the period from and
including the first day of such
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Monthly Period to but excluding the related Addition Date or Removal Date and
(II) the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date,
multiplied by the actual number of days in the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period divided by (B) the actual number of days in such Monthly
Period.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (or with respect to the first Monthly
Period, the Initial Investor Interest) and the denominator of which is the
greater of (a) the sum of (i) the aggregate amount of Principal Receivables as
of the close of business on the last day of the prior Monthly Period (or with
respect to the first calendar month in the first Monthly Period, the aggregate
amount of Principal Receivables in the Trust as of the close of business on
the day immediately preceding the Closing Date, and with respect to the second
calendar month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the last day of the first calendar
month in the first Monthly Period) and (ii) the Excess Funding Amount as of
the close of business on such last day of the prior Monthly Period and (b) the
sum of the numerators used to calculate the Investor Percentages (as such term
is defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which a
Removal Date occurs, the amount determined pursuant to clause (a)(i) hereof
shall be the quotient of (A) the sum of (I) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period multiplied by the actual number of days in the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (II) the aggregate amount of
Principal Receivables in the Trust as of the beginning of the day on the
related Addition Date or Removal Date after adjusting for the aggregate amount
of Principal Receivables added to or removed from the Trust on the related
Addition Date or Removal Date, multiplied by the actual number of days in the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period divided by (B) the actual number
of days in such Monthly Period.
"Group One" shall mean Series 2003-3 and each other Series
specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of
June 25, 2003 between the Chase Credit Card Owner Trust 2003-3 and The Bank of
New York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificates, which is $1,425,000,000.
"Initial Purchaser" shall have the meaning set forth in
subsection 16(c).
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"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the previous Distribution
Date through the day preceding such Distribution Date, except that the initial
Interest Period shall be the period from and including the Closing Date
through the day preceding the initial Distribution Date.
"Investor Certificates" shall mean the Series 2003-3
Certificates.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.10.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a) the
Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Initial Investor Interest, minus (b)
the aggregate amount of principal payments made to the Certificates prior to
such date and minus (c) the aggregate amount of Investor Charge-Offs pursuant
to Section 4.10 and Reallocated Principal Collections pursuant to Section 4.11
plus (d) the aggregate amount of Available Investor Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.9(a)(vi) for the purpose of reimbursing the amount of any reduction pursuant
to clause (c); provided, however, that the Investor Interest may not be
reduced below zero.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Collections of Finance Charge Receivables and Default Amounts
at any time and Collections of Principal Receivables during the Revolving
Period, the Floating Investor Percentage and (b) with respect to Collections
of Principal Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
4.5(b)(ii), or 4.5(c)(ii), in each case, as applicable to such Monthly Period
and (b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.9(a)(v) and (vi) for such Monthly Period (other than
such amount paid from Reallocated Principal Collections).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include July 31, 2003; provided, however, that for purposes of the definitions
of the Base Rate and Portfolio Yield, the May 2003, June 2003 and July 2003
Monthly Periods shall mean the respective calender months.
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"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 2003-3) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the related
Transfer Date for any Series in its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are defined in the related
Supplements for all Series), (c) the Investor Interest as of the end of the
prior Monthly Period taking into effect any payments to be made on the
following Distribution Date for any Series in its Principal Amortization
Period or Rapid Amortization Period (as such terms are defined in the related
Supplements for all Series), (d) the Adjusted Investor Interest as of the end
of the prior Monthly Period taking into effect any payments or deposits to be
made on the following Transfer Date and Distribution Date for any Series in
its Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series), and (e) such other amounts as may be specified in
the related Supplements for all Series.
"Monthly Principal Reallocation Amount" shall mean with
respect to any Monthly Period an amount equal to the sum of (A) the lower of
(i) the excess of the Class A Note Interest Requirement over the Available
Investor Finance Charge Collections allocated with respect thereto pursuant to
subsection 4.9(a)(i) and (ii) the greater of (a) (x) the product of (I) 16%
and (II) the Initial Investor Interest minus (y) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections (as
of the previous Distribution Date) and (b) zero; and (B) the lower of (i) the
excess of the Class B Note Interest Requirement and the Net Investor Servicing
Fee over the Available Investor Finance Charge Collections allocated with
respect thereto pursuant to subsections 4.9(a)(i)and 4.9(a)(ii) and (ii) the
greater of (a) the product of (I) 9% and (II) the Initial Investor Interest
minus the amount of unreimbursed Investor Charge-Offs (after giving effect to
Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections as of the previous Distribution Date) and
(b) zero.
"Net Class C Note Interest Requirement" shall have the
meaning set forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the
Investor Servicing Fee allocable to the Series 2003-3 Certificates with
respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth in
the Indenture.
"Note Interest Requirement" shall have the meaning set forth
in subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set
forth in the Indenture.
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"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
2003-3 Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Base Rate from the Portfolio
Yield for such Monthly Period and deducting 0.5% from the result for each
Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
an amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period, (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d), each deposited into the Finance
Charge Account on the Transfer Date relating to such Monthly Period, such sum
to be calculated on a cash basis after subtracting the Investor Default Amount
for such Monthly Period, and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period; provided,
however, that with respect to the May 2003, June 2003 and July 2003 Monthly
Periods, Portfolio Yield shall mean "Portfolio Yield" as calculated in
accordance with the definition thereof in the Series 2003-1 Supplement to the
Agreement.
"Principal Funding Account" shall have the meaning set forth
in subsection 4.13(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date, the investment earnings on funds in the
Principal Funding Account (net of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date to but
excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date are less than the Covered Amount determined as of such
Transfer Date.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the Pay Out Commencement Date and ending on the earlier
to occur of (a) the Series 2003-3 Termination Date and (b) the termination of
the Trust pursuant to Section 12.1.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's
and Fitch.
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"Rating Agency Condition" shall mean, with respect to Series
2003-3, the written confirmation of the Rating Agency that a specified event
or modification of the terms of Series 2003-3 will not result in the
withdrawal or downgrade of the rating of any class of the Asset Backed Notes
of Chase Credit Card Owner Trust 2003-3 then in effect.
"Reallocated Principal Collections" shall mean with respect
to any Transfer Date, Investor Principal Collections applied in accordance
with Section 4.11 in an amount not to exceed the lesser of the Monthly
Principal Reallocation Amount for the related Monthly Period and the Investor
Interest after giving effect to any Investor Charge-Offs for such Transfer
Date.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Accumulation Period Reserve Account Amount" shall
mean, with respect to any Transfer Date on or after the Accumulation Period
Reserve Account Funding Date, an amount equal to the product of (i) 84.0%,
(ii) the Initial Investor Interest and (iii) 0.5%; provided, however, that (i)
if the Accumulation Period Length is one month and the Transferor has provided
the Servicer and the Trustee with evidence that the Rating Agency Condition
has been satisfied, the Required Accumulation Period Reserve Account Amount
shall be zero (0), (ii) if the Accumulation Period Length is two months and
the Transferor has provided the Servicer and the Trustee with evidence that
the Rating Agency Condition has been satisfied, the Required Accumulation
Period Reserve Account Amount shall be equal to the product of (I) 84.0%, (II)
the Initial Investor Interest and (III) 0.25%, (iii) if the Accumulation
Period Length is four or five months, the Required Accumulation Period Reserve
Account Amount shall be equal to the product of (I) 84.0%, (II) the Initial
Investor Interest and (III) 0.75%, and (iv) if the Accumulation Period Length
is six or more months, the Required Accumulation Period Reserve Account Amount
shall be equal to the product of (I) 84.0%, (II) the Initial Investor Interest
and (III) 1.00%.
"Required Amount" shall have the meaning set forth in
Section 4.8.
"Required Owner Trust Spread Account Amount" shall have the
meaning set forth in the Indenture.
"Revolving Period" shall mean the period from and including
the Closing Date to, but not including, the earlier of (a) the day the
Controlled Accumulation Period commences and (b) the Pay Out Commencement
Date.
"Scheduled Principal Allocation Commencement Date" shall
mean the June 2008 Distribution Date.
"Series 2003-3" shall mean the Series of the Chase Credit
Card Master Trust represented by the Investor Certificates.
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"Series 2003-3 Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 2003-3 Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is paid in
full, (b) the October 2010 Distribution Date and (c) the Trust Termination
Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date, and (ii) with respect to any Transfer Date
during the Rapid Amortization Period, the Adjusted Investor Interest over (b)
the Investor Principal Collections minus the Reallocated Principal Collections
for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period,
the portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with respect
to such Monthly Period that is attributable to Interchange; provided, however,
that Servicer Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.9(a)(ix) allocated to the Series 2003-3
Certificates but available to cover shortfalls in amounts paid from
Collections of Finance Charge Receivables for other Series, if any or (y) the
aggregate amount of Collections of Finance Charge Receivables allocable to
other Series in excess of the amounts necessary to make required payments with
respect to such Series, if any, and available to cover shortfalls with respect
to the Investor Certificates.
"Shared Principal Collections" shall mean either (a) the
amount allocated to the Investor Certificates which may be applied to the
Series Principal Shortfall with respect to other outstanding Series or (b) the
amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Targeted Holder" shall mean each holder of a right to
receive interest or principal with respect to the Investor Certificates (or
other interests in the Trust), other than certificates (or other such
interests) with respect to which an opinion is rendered that such certificates
(or other such interests) will be treated as debt for federal income tax
purposes, and any holder of a right to receive any amount in respect of the
Transferor Interest; provided, that any Person holding more than one interest
each of which would cause such Person to be a Targeted Holder shall be treated
as a single Targeted Holder.
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"Transfer" shall have the meaning specified in subsection
16(a).
SECTION 3. Servicing Compensation and Assignment of
Interchange.
(a) The share of the Servicing Fee allocable to Series
2003-3 with respect to any Transfer Date (the "Investor Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Adjusted Investor Interest as of the last day of the
Monthly Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Investor Servicing Fee shall be equal
to the product of (i) a fraction, the numerator of which is the number of days
from and including the Closing Date to and including the last day of the July
2003 Monthly Period and the denominator of which is 360, (ii) 2.0% and (iii)
the Initial Investor Interest on the Closing Date. On each Transfer Date a
portion of Interchange with respect to the related Monthly Period that is on
deposit in the Finance Charge Account shall be withdrawn from the Finance
Charge Account and paid to the Servicer in payment of a portion of the
Investor Servicing Fee with respect to such Monthly Period ("Servicer
Interchange"). Should the Servicer Interchange on deposit in the Finance
Charge Account on any Transfer Date with respect to the related Monthly Period
be less than one-twelfth of 1.00% of the Adjusted Investor Interest as of the
last day of such Monthly Period, the Investor Servicing Fee with respect to
such Monthly Period will not be paid to the extent of such insufficiency of
Servicer Interchange on deposit in the Finance Charge Account. The share of
the Investor Servicing Fee allocable to the Certificateholders with respect to
any Transfer Date (the "Net Investor Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Net Servicing Fee Rate and (ii) the
Adjusted Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date; provided, however, that with respect to the first Transfer
Date, the Net Investor Servicing Fee shall be equal to the product of (i) a
fraction, the numerator of which is the number of days from and including the
Closing Date to and including the last day of the July 2003 Monthly Period and
the denominator of which is 360, (ii) the Net Servicing Fee Rate and (iii) the
Investor Interest on the Closing Date. Except as specifically provided above,
the Servicing Fee shall be paid by the cash flows from the Trust allocated to
the Transferor or the certificateholders of other Series (as provided in the
related Supplements) and in no event shall the Trust, the Trustee or the
Certificateholders be liable therefor. The Net Investor Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to subsection 4.9(a)(iii).
(b) On or before each Transfer Date, the Transferor shall
notify the Servicer of the amount of Interchange to be included as Collections
of Finance Charge Receivables and allocable to the Certificateholders with
respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product of
(i) the aggregate amount of Interchange with respect to such Monthly Period
and (ii) the Investor Percentage with respect to Finance Charge Receivables
for such Monthly Period. On each Transfer Date, the Transferor shall pay to
the Servicer, and the Servicer shall deposit into the Finance Charge Account,
in immediately available funds, the amount of Interchange to be so included as
Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
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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 2003-3
Certificates to the Trustee for authentication in accordance with Section 6.1.
The Trustee shall deliver such Certificates when authenticated in accordance
with Section 6.2.
SECTION 6. Form of Delivery of Investor Certificates.
The Certificates shall be delivered as Registered
Certificates as provided in Section 7.1.
SECTION 7. Article IV of Agreement.
Sections 4.1, 4.2 and 4.3 shall be read in their entirety as
provided in the Agreement. Article IV (except for Sections 4.1, 4.2 and 4.3
thereof) shall be read in its entirety as follows and shall be applicable only
to the Investor Certificates:
ARTICLE IV
RIGHTS OF THE CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholders.
The Investor Certificates shall represent undivided
interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor
Certificates at the times and in the amounts specified in this Agreement, (a)
the Floating Investor Percentage and Fixed Investor Percentage (as applicable
from time to time) of Collections received with respect to the Receivables and
(b) funds on deposit in the Collection Account, the Finance Charge Account,
the Excess Funding Account, the Principal Account, the Principal Funding
Account, the Accumulation Period Reserve Account and the Distribution Account.
The Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess Funding
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Account, the Principal Funding Account, the Accumulation Period Reserve
Account or the Distribution Account, except as specifically provided in this
Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to the
Certificateholders or the Holder of the Transferor Certificate and pay or
deposit from the Collection Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(a)(ii)(A) shall
not exceed the Daily Principal Shortfall, and (B) pay to the Holder
of the Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.5(a)(ii)(B) with respect to
any Date of Processing shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of Processing
is greater than the Minimum Transferor Interest (after giving effect
to the inclusion in the Trust of all Receivables created on or prior
to such Date of Processing and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(b) Allocations During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Servicer shall, prior to the
close of business on the day any Collections are deposited in the Collection
Account, allocate to the Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(b)(ii)(A) shall
not exceed the Daily Principal
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Shortfall, and (B) pay to the Holder of the Transferor Certificate
an amount equal to the excess, if any, identified in the proviso to
clause (A) above; provided, however, that the amount to be paid to
the Holder of the Transferor Certificate pursuant to this subsection
4.5(b)(ii)(B) with respect to any Date of Processing shall be paid
to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Date of
Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.
(c) Allocations During the Rapid Amortization Period. During
the Rapid Amortization Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Certificateholders and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited into
the Principal Account pursuant to this subsection 4.5(c)(ii)(A) shall
not exceed the sum of the Investor Interest as of the close of
business on the last day of the prior Monthly Period (after
taking into account any payments to be made on the Distribution Date
relating to such prior Monthly Period and deposits and any
adjustments to be made to the Investor Interest to be made on the
Transfer Date relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in which such
deposit is made and (B) pay to the Holder of the Transferor
Certificate an amount equal to the excess, if any, identified in the
proviso to clause (A) above; provided, 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
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Account or the Principal Account in an amount equal to the lesser of
(x) the amount required to be deposited into any such deposit account pursuant
to subsection 4.5(a), 4.5(b) or 4.5(c) and (y) the amount required to be
distributed on or prior to the related Distribution Date to the
Certificateholders, and (ii) if at any time prior to such Distribution Date
the amount of Collections deposited in the Collection Account exceeds the
amount required to be deposited pursuant to clause (i) above, the Servicer
shall withdraw the excess from the Collection Account. To the extent that, in
accordance with this subsection 4.5(d), the Servicer has retained amounts
which would otherwise be required to be deposited in the Finance Charge
Account or the Principal Account with respect to any Monthly Period, the
Servicer shall be required to deposit such amounts in the Finance Charge
Account or the Principal Account on the related Transfer Date to the extent
necessary to make required distributions to the Certificateholders on the
related Distribution Date, including any amounts which are required to be
applied as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account on
a monthly basis, all requirements herein to deposit amounts on a daily basis
shall be deemed to be satisfied to the extent that the required monthly
deposit is made and all references to amounts on deposit in such accounts
shall be deemed to include amounts which would otherwise have been deposited
therein on a daily basis.
SECTION 4.6 Determination of Required Monthly Interest
Payment.
The amount of monthly interest distributable to the Series
Certificates shall be an amount equal to the sum of the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Class C Note
Interest Requirement (collectively, the "Note Interest Requirement");
provided, however, that with respect to the first Distribution Date, each of
the Class A Note Interest Requirement, the Class B Note Interest Requirement
and the Net Class C Note Interest Requirement will include accrued interest at
the applicable Note Interest Rate from the Closing Date through August 14,
2003.
SECTION 4.7 Determination of Monthly Principal Payments.
The amount of monthly principal distributable from the
Principal Account with respect to the Investor Certificates on each Transfer
Date, beginning with the Transfer Date in the month following the month in
which the Controlled Accumulation Period or, if earlier, the Rapid
Amortization Period, begins, shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest on such Transfer Date
prior to any deposit into the Principal Funding Account to be made on such
day.
SECTION 4.8 Coverage of Required Amount.
On or before each Transfer Date, the Servicer will determine
the amount (the "Required Amount") by which (A) the sum of (i) the Class A
Note Interest Requirement, (ii) the
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Class B Note Interest Requirement and (iii) the Net Class C Note Interest
Requirement plus (B) the Net Investor Servicing Fee for the prior Monthly
Period plus (C) the Net Investor Servicing Fee, if any, due but not paid on
any prior Transfer Date plus, (D) the Investor Default Amount for the prior
Monthly Period, if any, exceeds the amount of Available Investor Finance
Charge Collections for such Monthly Period. In the event the Required Amount
is greater than zero, the Servicer shall give written notice to the Trustee of
such positive Required Amount for such Transfer Date and all or a portion of
the Shared Excess Finance Charge Collections allocable to Series 2003-3 with
respect to such Transfer Date in an amount equal to the Required Amount, to
the extent available, for such Transfer Date shall be distributed from the
Finance Charge Account on such Transfer Date in accordance with the priority
of payments set forth in subsection 4.9(a).
SECTION 4.9 Monthly Payments.
On or before each Transfer Date, the Servicer shall instruct the
Trustee and the Paying Agent in writing (which writing shall be substantially
in the form of Exhibit B hereto) to withdraw and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date or the
related Distribution Date, as applicable, to the extent of available funds,
the amounts required to be withdrawn from the Finance Charge Account, the
Principal Account, the Principal Funding Account and the Distribution Account
as follows:
(a) An amount equal to the Available Investor Finance Charge
Collections for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(i) an amount equal to Class A Note Interest
Requirement for the related Transfer Date, shall be distributed by
the Servicer or the Trustee to the Certificateholders;
(ii) an amount equal the Class B Note Interest
Requirement for the related Transfer Date shall be distributed by the
Servicer or the Trustee to the Certificateholders;
(iii) an amount equal to the Net Investor Servicing
fee for such Transfer Date plus the amount of any Net Investor
Servicing Fee due but not paid to the Servicer on any prior Transfer
Date shall be distributed to the Servicer;
(iv) an amount equal to the Net Class C Note Interest
Requirement for the related Transfer Date, shall be distributed by
the Servicer or the Trustee to the Certificateholders;
(v) an amount equal to the Investor Default Amount,
if any, for the preceding Monthly Period shall be treated as a
portion of Available Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(vi) an amount equal to the aggregate amount by
which the Investor Interest has been reduced below the Initial
Investor Interest for reasons other than the payment of principal to
the Certificateholders (but not in excess of the aggregate amount
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of such reductions which have not been previously reimbursed) shall be
deposited in the Principal Account on such Transfer Date and treated
as a portion of Available Investor Principal Collections;
(vii) on and after the Accumulation Period Reserve
Account Funding Date, but prior to the date on which the Accumulation
Period Reserve Account terminates, the Trustee will deposit an amount
up to the excess, if any, of the Required Accumulation Period Reserve
Account Amount over the Available Accumulation Period Reserve Account
Amount into the Accumulation Period Reserve Account;
(viii) an amount equal to the excess, if any, of
the Required Owner Trust Spread Account Amount over the amount then
on deposit in the Owner Trust Spread Account will be paid to the
Certificateholders; and
(ix) the balance, after payments made pursuant to
clauses (i) through (viii) above, first will be treated as Excess
Finance Charge Collections which will be available to cover
shortfalls, if any, in amounts payable from collections of Finance
Charge Receivables with respect to other Series in accordance with
the Agreement, and then the balance, if any, remaining after any such
sharing will be paid to the Certificateholders.
To the extent of the Finance Charge Shortfall, if any,
following the application on each Transfer Date of Available Investor Finance
Charge Collections as described above, the Servicer shall instruct the Trustee
and any Paying Agent in writing (which writing shall be substantially in the
form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections
with respect to Group One allocable to Series 2003-3 in the priority set forth
above.
(b) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal Account
for the related Monthly Period shall be distributed on each Transfer Date in
the following priority:
(i) an amount equal to the lesser of (A) the product
of (1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections and the denominator of which is equal
to the sum of the Available Investor Principal Collections available
for sharing as specified in the related Supplement for each Series and
(2) the Cumulative Series Principal Shortfall and (B) Available
Investor Principal Collections, shall remain in the Principal Account
to be treated as Shared Principal Collections and applied to Series
other than this Series 2003-3; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.9(b)(i) above shall be
paid to the Holder of the Transferor Certificate; provided, however,
that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.9(b)(ii) with respect to
such Transfer Date shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after
giving effect to the
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inclusion in the Trust of all Receivables created on or prior to such
Transfer Date and the application of payments referred to in
subsection 4.3(b)) and otherwise deposited into the Excess Funding
Account.
(c) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account
with respect to such Transfer Date, (ii) for each Transfer Date with
respect to the Controlled Accumulation Period, the applicable
Controlled Deposit Amount for such Transfer Date and (iii) the
Adjusted Investor Interest prior to any deposits on such Transfer
Date, shall be (A) during the Controlled Accumulation Period,
deposited into the Principal Funding Account, and (B) during the
Rapid Amortization Period paid to the Certificateholders; and
(ii) an amount equal to the lesser of (A) the product
of (1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.9(c)(i) above and the denominator of which
is equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Supplement for each
Series and (2) the Cumulative Series Principal Shortfall and (B)
Available Investor Principal Collections, shall remain in the
Principal Account to be treated as Shared Principal Collections and
applied to Series other than this Series 2003-3; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.9(c)(i) and (ii) above
shall be paid to the Holder of the Transferor Certificate; provided,
however, that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.9(c)(iii) with respect to
such Transfer Date shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the application of
payments referred to in subsection 4.3(b)) and otherwise shall be
deposited into the Excess Funding Account.
(d) On the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date (and on each Distribution Date
thereafter during the Controlled Accumulation Period), the Trustee or the
Paying Agent, acting in accordance with instructions from the Servicer, shall
pay to the Certificateholders an amount equal to the amount on deposit in the
Principal Funding Account on the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled to
commence at the close of business on the last day of the May 2007 Monthly
Period; provided, however, that, if the Accumulation Period Length (determined
as described below) is less than 12 months, the date on
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which the Controlled Accumulation Period actually commences will be delayed to
the first Business Day of the month that is the number of whole months prior
to the Scheduled Principal Allocation Commencement Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the March 2007 Determination Date, and each Determination Date
thereafter until the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the number of
whole months such that the sum of the Accumulation Period Factors for each
month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation Period
Length will not be determined to be less than one month.
SECTION 4.10 Investor Charge-Offs.
On or before each Transfer Date, the Servicer shall
calculate the Investor Default Amount. If on any Transfer Date, the Investor
Default Amount for the prior Monthly Period exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.9(a)(v), with respect
to such Monthly Period, the Investor Interest (after giving effect to
reductions for any Reallocated Principal Collections on such Transfer Date)
will be reduced by the amount of such excess (such amount, an "Investor
Charge-Off"), but not by more than the lesser of the Investor Default Amount
and the Investor Interest (after giving effect to reductions for any
Reallocated Principal Collections on such Transfer Date) for such Transfer
Date. In the event that such reduction would cause the Investor Interest to be
a negative number, the Investor Interest will be reduced to zero, and no
further amounts shall be allocated to the Investor Certificate. If the
Investor Interest has been reduced by the amount of any Investor Charge-Offs
or Reallocated Principal Collections, such reductions will be reimbursed on
any Transfer Date (but not by an amount in excess of the aggregate
unreimbursed Investor Charge-Offs and unreimbursed Reallocated Principal
Collections) by the amount of Available Investor Finance Charge Collections
allocable to Series 2003-3 allocated and available for such purpose pursuant
to subsection 4.9(a)(vi).
SECTION 4.11 Reallocated Principal Collections.
On or before each Transfer Date, the Servicer shall instruct
the Trustee and the Paying Agent in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw from the Principal
Account and apply Reallocated Principal Collections with respect to such
Transfer Date in an amount equal to the lesser of the Available Principal
Collections and the Monthly Principal Reallocation Amount for the preceding
Monthly Period, and apply such amounts on such Transfer Date in accordance
with the priority set forth in Section 4.9(a) hereof. On each Transfer Date
the Investor Interest shall be reduced by the amount of Reallocated Principal
Collections for such Transfer Date.
SECTION 4.12 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit
in the Principal Account equal to the amount of Shared Principal Collections
allocable to Series 2003-3 on any Transfer Date shall be applied as Available
Investor Principal Collections pursuant to Section 4.9 and shall be deposited
in the Distribution Account.
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(b) Shared Principal Collections allocable to Series 2003-3
with respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 2003-3 for such Transfer
Date; provided, however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less than the Cumulative
Series Principal Shortfall for such Transfer Date, then Shared Principal
Collections allocable to Series 2003-3 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Principal
Shortfall with respect to Series 2003-3 for such Transfer Date and the
denominator of which is the aggregate amount of the Cumulative Series
Principal Shortfall for all Series for such Transfer Date.
SECTION 4.13 Principal Funding Account.
(a) The Trustee, or the Servicer, on its behalf, shall
establish and maintain, in the name of the Trust, on behalf of the Trust, for
the benefit of the Certificateholders, an Eligible Deposit Account (the
"Principal Funding Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Certificateholders.
If at any time the Principal Funding Account ceases to be an Eligible Deposit
Account, the Transferor shall notify the Trustee, and the Trustee upon being
notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Principal Funding Account which meets the conditions specified
in the definition of Eligible Deposit Account, and shall transfer any cash or
any investments to such new Principal Funding Account. The Trustee or the
Paying Agent, at the direction of the Servicer, shall (i) make withdrawals
from the Principal Funding Account from time to time, in the amounts and for
the purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the commencement of the Controlled Accumulation Period)
prior to termination of the Principal Funding Account make a deposit into the
Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.9(c).
(b) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee or the Paying
Agent in Permitted Investments. Funds on deposit in the Principal Funding
Account on any Transfer Date, after giving effect to any withdrawals from the
Principal Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the next succeeding Transfer Date. The Trustee or
the Paying Agent shall maintain for the benefit of the Certificateholders
possession of the negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment shall be disposed of prior
to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period, and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee or
the Paying Agent, acting at the Servicer's direction given before each
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds, but not in
excess of the Covered Amount, for application as Available Investor Finance
Charge Collections applied pursuant to subsection 4.9(a).
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Any Excess Principal Funding Investment Proceeds shall be
included as Available Investor Finance Charge Collections for such Transfer
Date. An amount equal to any Principal Funding Investment Shortfall shall be
deposited in the Finance Charge Account on each Transfer Date from the
Accumulation Period Reserve Account to the extent funds are available pursuant
to subsection 4.14(d) and included as Available Investor Finance Charge
Collections for such Transfer Date. Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part of the amounts on
deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 4.14 Accumulation Period Reserve Account.
(a) The Trustee or the Servicer on its behalf shall
establish and maintain, on behalf of the Trust, for the benefit of the
Certificateholders, an Eligible Deposit Account (the "Accumulation Period
Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Accumulation Period Reserve Account and in all
proceeds thereof. The Accumulation Period Reserve Account shall be under the
sole dominion and control of the Trustee for the benefit of the
Certificateholders. If at any time the institution holding the Accumulation
Period Reserve Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or
the Servicer on its behalf) shall, within 10 Business Days, establish a new
Accumulation Period Reserve Account meeting the conditions specified in the
definition of Eligible Deposit Account, and shall transfer any cash or any
investments to such new Accumulation Period Reserve Account. The Trustee or
the Paying Agent, at the direction of the Servicer, shall (i) make withdrawals
from the Accumulation Period Reserve Account from time to time in an amount up
to the Available Accumulation Period Reserve Account Amount at such time, for
the purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Accumulation Period Reserve Account Funding Date)
prior to termination of the Accumulation Period Reserve Account make a deposit
into the Accumulation Period Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve
Account shall be invested at the direction of the Servicer by the Trustee or
the Paying Agent in Permitted Investments. Funds on deposit in the
Accumulation Period Reserve Account on any Transfer Date, after giving effect
to any withdrawals from the Accumulation Period Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the next succeeding
Transfer Date. The Trustee shall maintain for the benefit of the
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Accumulation Period Reserve Account
shall be retained in the Accumulation Period Reserve Account (to the extent
that the Available Accumulation Period Reserve Account Amount is less than the
Required Accumulation Period Reserve Account Amount) and the balance, if any,
shall be deposited into the Finance Charge Account and included in Available
Investor Finance Charge Collections for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Accumulation
Period Reserve
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Account for any reason under this Series Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Accumulation Period
Reserve Draw Amount" which shall be equal to the Principal Funding Investment
Shortfall with respect to each Transfer Date with respect to the Controlled
Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to
the extent that funds otherwise would be available for deposit in the
Accumulation Period Reserve Account under Section 4.9(vii) with respect to
such Transfer Date.
(d) In the event that for any Transfer Date the Accumulation
Period Reserve Draw Amount is greater than zero, the Accumulation Period
Reserve Draw Amount, up to the Available Accumulation Period Reserve Account
Amount, shall be withdrawn from the Accumulation Period Reserve Account on
such Transfer Date by the Trustee or the Paying Agent (acting in accordance
with the instructions of the Servicer), deposited into the Finance Charge
Account and included in Available Investor Finance Charge Collections for such
Transfer Date.
(e) In the event that the Accumulation Period Reserve
Account balance on any Transfer Date, after giving effect to all deposits to
and withdrawals from the Accumulation Period Reserve Account with respect to
such Transfer Date, is greater than zero, the Trustee or the Paying Agent,
acting in accordance with the instructions of the Servicer, shall withdraw
from the Accumulation Period Reserve Account, and include as Available
Investor Finance Charge Collections for such Transfer Date, an amount equal to
such Accumulation Period Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to the
Rapid Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date, the Trustee, acting in accordance with
the instructions of the Servicer, shall withdraw from the Accumulation Period
Reserve Account and deposit all such amounts, if any, into the Finance Charge
Account to be treated as Available Investor Finance Charge Collections and the
Accumulation Period Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
SECTOPM 4.15 Transferor's or Servicer's Failure to Make a
Deposit or Payment.
If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required to
be made or given by the Servicer or Transferor, respectively, at the time
specified in the Agreement (including applicable grace periods), the Trustee
or the Paying Agent shall make such payment or deposit from the applicable
Investor Account without instruction from the Servicer or Transferor. The
Trustee or the Paying Agent shall be required to make any such
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payment, deposit or withdrawal hereunder only to the extent that the Trustee
or the Paying Agent has sufficient information to allow it to determine the
amount thereof; provided, however, that the Trustee or the Paying Agent shall
in all cases be deemed to have sufficient information to determine the Class A
Note Interest Requirement, the Class B Note Interest Requirement, the Class C
Interest Requirement, the Net Class C Interest Requirement and the amount of
the Principal Payment on each Distribution Date. The Servicer shall, upon
request of the Trustee or the Paying Agent, promptly provide the Trustee or
the Paying Agent, as applicable with all information necessary to allow the
Trustee or the Paying Agent to make such payment, deposit or withdrawal. Such
funds or the proceeds of such withdrawal shall be applied by the Trustee or
the Paying Agent in the manner in which such payment or deposit should have
been made by the Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement.
Article V of the Agreement shall read in its entirety as
follows and shall be applicable only to the Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDERS
SECTION 4.4 Distributions. On each Transfer Date, the
Trustee or the Paying Agent shall distribute (in accordance with the
certificates delivered on or before the related Transfer Date by the Servicer
to the Trustee and the Paying Agent pursuant to subsection 3.4(b)) to the
Certificateholders of record on the immediately preceding Record Date (other
than as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution)the amounts on deposit in the Distribution Account which are
payable to the Certificateholders pursuant to Section 4.9 by check mailed to
the Certificateholders (at the Certificateholders' addresses as they appear in
the Certificate Register), except that in the event the Investor Certificates
are registered in the name of the nominee of a Clearing Agency or the Owner
Trust, such distribution shall be made in immediately available funds.
SECTION 4.5 Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee or the
Paying Agent shall forward to the Certificateholders, each Rating Agency and
the Owner Trustee a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and the
Paying Agent and setting forth, among other things, the following information
(which, in the case of subclauses (i) and (ii) below, shall be stated on the
basis of an original principal amount of $1,000 per Certificate and, in the
case of subclauses (viii) and (ix) shall be stated on an aggregate basis and
on the basis of an original principal amount of $1,000 per Certificate, as
applicable):
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(i) the amount of the current distribution allocable
to the payment of principal with respect to the Certificates;
(ii) the amount of the current distribution allocable
to the Class A Note Interest Requirement, Class B Note Interest
Requirement, and the Net Class C Note Interest Requirement,
respectively;
(iii) the amount of Collections of Principal
Receivables processed during the related Monthly Period and allocated
in respect of the Certificates;
(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and allocated
in respect of the Certificates;
(v) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Floating
Investor Percentage and the Fixed Investor Percentage as of the close
of business on the Distribution Date preceding such Transfer Date
(after giving effect to all of the transactions occurring on such
date);
(vi) the aggregate outstanding balance of Accounts
which were 30 to 59, 60 to 89, and 90 or more days delinquent as of
the end of the day on the Record Date;
(vii) the Aggregate Investor Default Amount for the
related Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs,
for the related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs,
reimbursed on the Transfer Date immediately preceding such
Distribution Date;
(x) the amount of the Investor Servicing Fee for the
related Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly
Period;
(xii) the amount of Reallocated Principal Collections
with respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account on the related Transfer
Date;
(xv) the Principal Funding Investment Shortfall on the
related Transfer Date;
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(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the related
Transfer Date; and
(xvii) such other items as are set forth in Exhibit C
to this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2004, the
Trustee and the Paying Agent shall distribute to each Person who at any time
during the preceding calendar year was a Series 2003-3 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to the Certificateholders, as set
forth in subclauses (i) and (ii) above, aggregated for such calendar year or
the applicable portion thereof during which such Person was a Series 2003-3
Certificateholder, together with such other customary information (consistent
with the treatment of the Certificates as debt) as the Servicer deems
necessary or desirable to enable the Certificateholders to prepare its tax
returns. Such obligations of the Trustee and the Paying Agent shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee and the Paying Agent pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
SECTION 9. Series 2003-3 Pay Out Events.
If any one of the following events shall occur with respect to the Investor
Certificates:
(a) failure on the part of the Transferor (i) to
make any payment or deposit required by the terms of (A) the
Agreement or (B) this Series Supplement, on or before the date
occurring five days after the date such payment or deposit is
required to be made herein or (ii) duly to observe or perform in any
material respect any covenants or agreements of the Transferor set
forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Certificateholders and which continues
unremedied for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Trustee, or to the Transferor and
the Trustee by the Holder of the Investor Certificates and continues
to affect materially and adversely the interests of the
Certificateholders;
(b) any representation or warranty made by the
Transferor in the Agreement or this Series Supplement, or any
information contained in a computer file or microfiche list required
to be delivered by the Transferor pursuant to Section 2.1 or 2.6, (i)
shall prove to have been incorrect in any material respect when made
or when delivered, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Trustee, or to the Transferor and
the Trustee by the Holders of the Investor Certificates, and (ii) as
a result of which the interests of the Certificateholders are
materially and adversely affected and continue to be materially and
adversely affected for such period; provided, however, that a Series
2003-3 Pay Out Event pursuant to this subsection 9(b) shall not be
deemed to have occurred hereunder if the Transferor has accepted
reassignment of the related Receivable, or all of
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such Receivables, if applicable, during such period in accordance with
the provisions of the Agreement;
(c) the average Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than
the average of the Base Rates for such period;
(d) the Transferor shall fail to convey Receivables
arising under the Additional Accounts, or Participations, to the
Trust, as required by subsection 2.6(a);
(e) any Servicer Default shall occur which would
have a material adverse effect on the Certificateholders;
(f) the Investor Interest shall not be paid in full
on the second Distribution Date following the Scheduled Principal
Allocation Commencement Date; or
(g) the occurrence of an Event of Default;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing to
the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 2003-3 Pay Out
Event") has occurred with respect to the Series Certificates as of the date of
such notice, and in the case of any event described in subsection 9(c), (d),
(f) or (g) hereof, a Series 2003-3 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10. Series 2003-3 Termination.
The right of the Certificateholders to receive payments from
the Trust will terminate on the first Business Day following the Series 2003-3
Termination Date.
SECTION 11. Counterparts.
This Series Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 12. (a) Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
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(b) Article 8. The Series Certificates shall be securities
governed by Article 8 of the Delaware Uniform Commercial Code, as amended from
time to time. The foregoing declaration shall not be amended, modified,
revoked or otherwise changed during the effectiveness of this Agreement
without the prior written consent of the Indenture Trustee.
SECTION 13. No Petition.
The Transferor, the Servicer and the Trustee, by entering
into this Series Supplement and the Certificateholders, by accepting Series
2003-3 Certificates hereby covenant and agree that they will not at any time
institute against the Trust, or join in any institution against the Trust of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the
Certificateholders, the Agreement or this Series Supplement.
SECTION 14. Amendment to Agreement.
By purchasing its Series 2003-3 Certificates the
Certificateholders shall be deemed to have consented (i) that JPMorgan Chase
Bank shall be replaced as Servicer with Chase Manhattan Bank USA, National
Association, as a successor servicer pursuant to an amendment of the Agreement
to be executed at such time as shall be agreed to by the parties thereto and
(ii) that the Agreement may be amended in such manner as may be specified by
Chase USA so that one or more special purpose entities may be interposed
between Chase USA and the Chase Credit Card Master Trust so that the
Transferor is one or more of such special purpose entities; provided, that,
any such amendment pursuant to this clause (ii) shall be made only if (a) the
Rating Agency Condition is satisfied and (b) such amendment would not, but for
this clause (ii), require the consent of all of the holders of the
Certificates of all Series affected by such amendment pursuant to Section
13.1(c) of the Agreement. Nothing in clause (ii) of this Section 14 shall be
construed to mean that any such amendment would have required, but for such
clause, the consent of Certificateholders of this or any other outstanding
Series.
SECTION 15. Tax Representation and Covenant.
Any Certificateholder, other than the Owner Trust, shall be
required to represent and covenant in connection with the acquisition of an
interest in the Series 2003-3 Certificates, that (x) it has neither acquired,
nor will it sell, trade or transfer any interest in the Trust or cause any
interest in the Trust to be marketed on or through an "established securities
market" within the meaning of Code section 7704(b)(1), including without
limitation an interdealer quotation system that regularly disseminates firm
buy or sell quotations by identified brokers or dealers by electronic means or
otherwise, (y) unless the Transferor consents otherwise, such holder (i) is
properly classified as, and will remain classified as, a "corporation" as
described in Code section 7701(a)(3) and (ii) is not, and will not become, an
S corporation as described in Code section 1361, and (z) it will (i) cause any
participant with respect to such interest otherwise permitted hereunder to
make similar representations and covenants for the benefit of the Transferor
and the Trust and (ii) forward a copy of such representations and covenants to
the Trustee. Each such Holder shall further agree in connection with its
acquisition of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant) is and
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shall remain classified as a corporation other than an S corporation, the
Transferor shall have the right to procure a replacement investor to replace
such holder (or its participant), and further that such holder shall take all
actions necessary to permit such replacement investor to succeed to its rights
and obligations as a holder (or to the rights of its participant).
SECTION 16. Transfers of the Certificates.
(a) No portion of the Certificate or any interest therein
may be sold (including in the initial offering), conveyed, assigned,
hypothecated, pledged, participated, or otherwise transferred (each, a
"Transfer") except in accordance with this Section 16. No portions of the
Certificates or any interest therein may be Transferred to any Person (other
than Chase Credit Card Owner Trust 2003-3 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2003-3) (each, an "Assignee"), unless the
Assignee shall have executed and delivered the certification referred to in
subsection 16(e) below. Any attempted Transfer that would cause the number of
Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the
Servicer, and the Trustee that it is either (A)(i) a citizen or resident of
the U.S., (ii) a corporation, partnership or other entity organized in or
under the laws of the U.S. or any political subdivision thereof which, if such
entity is a tax-exempt entity, recognizes that payments with respect to the
Certificate may constitute unrelated business taxable income or (iii) a Person
not described in (i) or (ii) whose ownership of any interest in the
Certificates is effectively connected with the conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each Assignee also shall agree that (a) if it is a person
described in clause (A)(i) or (A)(ii) above, it will furnish to the Person
from whom it is acquiring any interest in the Certificate, the Servicer and
the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and
will agree to furnish a new Form W-9, or any successor applicable form, upon
the expiration or obsolescence of any previously delivered form) or (b) if it
is a person described in clause (A)(iii) above, it will furnish to the person
from whom it is acquiring any interest in the Certificates, the Servicer and
the Trustee, a properly executed U.S. Internal Revenue Service Form W-8ECI
(and will agree to furnish a new Form W-8ECI, or any successor applicable
form, upon the expiration or obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws), and, in each
case, such other certifications, representations or opinions of counsel as may
be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the
Certificates and any Assignee thereof shall certify to the Transferor, the
Servicer and the Trustee that, in the case of any Assignee, it has not
acquired and, in the case of each Initial Purchaser and any Assignee, it will
not sell, trade or transfer any interest in the Certificates or cause an
interest in the Certificates to be marketed on or through an "established
securities market" within the meaning of Section 7704(b)(1) of the Code and
any treasury regulation thereunder, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations. In addition, any Assignee shall
certify, prior to any delivery or Transfer to it of any Certificates that it
is not and will not become, for so long as it holds an interest in the
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Certificates, a partnership, Subchapter S corporation or grantor trust for
U.S. federal income tax purposes or, if it is such a Person, the Certificates
will represent not more than 50% of the value of all of its assets. Each
Initial Purchaser of an interest in the Certificates acknowledges that the
Opinion of Counsel to the effect that the Trust will not be treated as a
publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of its certifications described in this subsection 16(c). For
purposes of this Section 16, "Initial Purchaser" shall mean the Transferor,
Chase Credit Card Owner Trust 2003-3 and The Bank of New York not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2003-3.
(d) Each Initial Purchaser of any interest in the
Certificates shall, by its acceptance of the Certificates, be deemed to have
certified and each Assignee shall certify to the Transferor, the Servicer and
the Trustee (i) that it has purchased its interest in the Certificates for
investment only and not with a view to any public distribution thereof, (ii)
that it will not offer, sell, pledge or otherwise transfer its interest in all
or any portion of the Certificates, except in compliance with the Securities
Act and other applicable laws and only (1) to the Transferor or (2) to a
limited number of institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction
exempt from the registration requirements of the Securities Act (upon delivery
of the documentation required by the Pooling and Servicing Agreement and, if
the Trustee so requires, an opinion of counsel satisfactory to the Trustee)
and (iii) its purchase of its interest in the Certificates is not being made
in reliance on the Prospectus. Each holder by acquiring the Certificates must
represent that it is an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any
portion of the Certificates shall be made at the office of the Transfer Agent
and Registrar and shall be accompanied by letters of representations from the
prospective Certificateholders substantially in the form attached as Exhibit
D, executed by the ultimate beneficial purchaser of the Investor Interest (or
any portion thereof) in person or by such prospective Certificateholders'
attorney thereunto duly authorized in writing, and receipt by the Trustee of
the written consent of each of the Transferor and the Servicer to such
transfer, the Certificates (or such portion thereof) shall be transferred upon
the Certificate Register. Such transfers of all or any portion of the
Certificates shall be subject to the restrictions set forth in this Section 16
and to such other restrictions as shall be set forth in the letter of
representations, substantially in the form attached as Exhibit D, executed by
the purchasing Certificateholders. Successive registrations and registrations
of transfers as aforesaid may be made from time to time as desired, and each
such registration shall be noted on the Certificate Register.
(f) The Transferor and the Servicer will facilitate any
transfer of the Certificates consistent with the requirements of this Section
16, including assisting in the determination as to whether the number of
Targeted Holders would exceed ninety-nine.
SECTION 17. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the
Trustee and any Paying Agent shall comply with all Federal withholding
requirements with respect to payments to the Certificateholders of interest,
original issue discount, or other amounts that the Trustee,
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any Paying Agent, the Servicer or the Transferor reasonably believes are
applicable under the Code. The consent of the Certificateholders shall not be
required for any such withholding. In the event the Trustee or the Paying
Agent withholds any amount from payments made to any Certificateholders
pursuant to federal withholding requirements, the Trustee or the Paying Agent
shall indicate to such Certificateholders the amount withheld and all such
amounts shall be deemed to have been paid to such Certificateholders and such
Certificateholders shall have no claim therefor.
SECTION 18. Tax Characterization of the Certificates.
It is the intention of the parties hereto that the
provisions of Section 3.7 of the Agreement shall not apply to cause the
Certificates to be treated as debt for Federal, state and local income and
franchise tax purposes, but rather it is the intention of the parties hereto
that the Certificates be treated for Federal, state and local income and
franchise tax purposes as representing an undivided beneficial interest in the
assets of the Trust.
SECTION 19. ERISA Legend.
Each Certificate will bear a legend or legends substantially
in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT
ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN
OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF
THE TRUST BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (E)(1) OF THE CODE, OR (III) AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2003-3 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By: /s/ Xxxxx Xxxxxx
________________________
Name: Xxxxx Xxxxxx
Title: Senior Vice President
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996
and Servicer
By: /s/ Xxxxxx XxXxx
_________________________
Name: Xxxxxx XxXxx
Title: Senior Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxx Xxxxxxx
__________________________
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
-32-
EXHIBIT A
FORM OF CERTIFICATE
-------------------
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH
PURCHASER, AT ITS EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND
THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY TO THEM TO THE
EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO
BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE
TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS
NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) ERISA)
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975 (E)(1) OF THE CODE, OR (III) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
A-1
No. 1 $1,425,000,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2003-3 CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)* credit card receivables generated or
acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CHASE CREDIT CARD OWNER TRUST
2003-3 (the "Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which consists of a portfolio
of receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card accounts
(the "Accounts") of Chase USA, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), all proceeds
of the foregoing and the other assets and interests constituting the Trust
pursuant to the Third Amended and Restated Pooling and Servicing Agreement
dated as of November 15, 1999 as amended by the First Amendment thereto dated
as of March 31, 2001, and the Second Amendment thereto dated as of March 1,
2002 as supplemented by the Series 2003-3 Supplement dated as of June 25, 2003
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
as Transferor on and after June 1, 1996, JPMorgan Chase Bank, as Transferor
prior to June 1, 1996 and as Servicer, and The Bank of New York, as Trustee
(the "Trustee"). To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. This Certificate is a duly authorized Investor
Certificate entitled "Series 2003-3 Certificate" (the "Certificate"), which
represents an Undivided Interest in the Trust, including the right to receive
the Collections and other amounts allocated to the Certificates at the times
and in the amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and the
Accumulation Period Reserve Account or paid to the Certificateholder.
--------
* MasterCard(R)and VISA(R)are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
A-2
The aggregate interest represented by the Certificate at any
time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Investor Interest at such time. As of the Closing Date, the
Initial Investor Interest is $1,425,000,000.
The Investor Interest on any date of determination will be
an amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such date,
and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by the
aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, the Transferor will retain
an undivided interest in the Trust pursuant to the Pooling and Servicing
Agreement. The Transferor Interest is the interest in the Principal
Receivables not represented by all of the Investor Certificates issued by the
Trust. The Transferor Interest may be exchanged by the Transferor pursuant to
the Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reduced Transferor Interest upon the conditions set forth
in the Pooling and Servicing Agreement.
The Trust shall pay to the Series 2003-3 Certificateholder
an amount equal to the sum of the Class A Note Interest Requirement, the Class
B Note Interest Requirement and the Net Class C Note Interest Requirement,
with respect to each Interest Period, as more specifically set forth in the
Pooling and Servicing Agreement (collectively, the "Note Interest Amount"),
and will be distributed on the Business Day preceding August 15, 2003 and the
15th day of each calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution Date"), to the
Certificateholder of record as of the last Business Day of the calendar month
preceding such Distribution Date (the "Record Date"). During the Rapid
Amortization Period, in addition to the Note Interest Amount, principal will
be distributed to the Certificateholder on each Distribution Date to the
extent of Available Investor Principal Collections until the Certificate has
been paid in full. During the Controlled Accumulation Period, in addition to
monthly payments of the Note Interest Amounts, the amount on deposit in the
Principal Funding Account will be distributed as principal to the
Certificateholder on the Business Day preceding the June 2008 Distribution
Date (the "Scheduled Principal Allocation Commencement Date"), unless
distributed earlier as a result of the occurrence of a Pay Out Event in
accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 2003-3 Certificate, (ii) from
other amounts
A-3
constituting Available Investor Finance Charge Collections, the sum of (A) the
Class A Note Interest Requirement, (B) the Class B Note Interest Requirement,
and (C) the Net Class C Note Interest Requirement.
On each Transfer Date, the Trustee or the Paying Agent shall
apply the Available Investor Finance Charge Collections withdrawn from the
Finance Charge Account, as required by the Pooling and Servicing Agreement, in
the following order of priority: (i) an amount equal to the Class A Note
Interest Requirement for the related Payment Date, (ii) an amount equal to the
Class B Note Interest Requirement for the related Payment Date, (iii) the
amount of any Net Investor Servicing Fee
A-4
for such Transfer Date plus the amount of any Net Investor Servicing Fee due
but not paid on any prior Transfer Date, (iv) an amount equal to the Net Class
C Note Interest Requirement for the related Payment Date, (v) an amount equal
to the Investor Default Amount, if any, for the preceding Monthly Period, (vi)
an amount equal to the sum of the Investor Charge-Offs and the amount of
Reallocated Principal Collections which have not been previously reimbursed,
(vii) in accordance with the terms of the Pooling and Servicing Agreement, an
amount equal to the excess of the Required Accumulation Period Reserve Account
Amount over the Available Accumulation Period Reserve Account Amount and
(viii) the excess, if any, of the Required Owner Trust Spread Account Amount
over the amount then on deposit in the Owner Trust Spread Account.
On or before the Transfer Date immediately succeeding the
Monthly Period in which the Controlled Accumulation Period or the Rapid
Amortization Period commences and on or before each Transfer Date thereafter,
the Servicer shall instruct the Trustee in writing to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw on such
Transfer Date from the Principal Account an amount equal to the least of (a)
the Available Investor Principal Collections on deposit in the Principal
Account, (b) the applicable Controlled Deposit Amount and (c) the Adjusted
Investor Interest prior to any deposits on such date and from such amounts,
and (i) during the Controlled Accumulation Period, deposit such amount into
the Principal Funding Account, and (ii) during the Rapid Amortization Period,
pay such amount to the Certificateholder.
Distributions with respect to this Series 2003-3 Certificate
will be made by the Trustee by, except as otherwise provided in the Pooling
and Servicing Agreement, wire transfer or check mailed to the address of the
Series 2003-3 Certificateholder of record appearing in the Certificate
Register and except for the final distribution in respect of this Series
2003-3 Certificate, without the presentation or surrender of this Series
2003-3 Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase
Credit Card Master Trust. This Certificate does not represent an obligation
of, or an interest in, the Transferor or the Servicer, and neither the
Certificate nor the Accounts or Receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Series 2003-3 Certificate is limited in right of payment to certain
collections respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
A-5
The Transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Certificateholder or such Certificateholder's attorney-in-fact duly
authorized in writing, and thereupon one or more new Certificates of
authorized denominations and for the same aggregate Undivided Interests will
be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and
neither the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 2003-3 Certificateholder to receive payment from the Trust will
terminate on the first Business Day following the Series 2003-3 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
or the Paying Agent shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be prepared by the
Servicer reasonably requested by the Holder of the Transferor Certificate to
vest in such Holder all right, title and interest which the Trustee had in the
Receivables.
This Series 2003-3 Certificate is a security governed by
Article 8 of the Delaware Uniform Commercial Code, as amended from time to
time. The foregoing declaration shall not be amended, modified, revoked or
otherwise changed during the effectiveness of the Series Supplement without
the prior written consent of the Indenture Trustee.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing
Agreement, or be valid for any purpose.
A-6
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Certificate to be duly executed.
By:
---------------------------
Authorized Officer
Dated:
A-7
Form of Trustee's Certificate of Authentication
-----------------------------------------------
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is the Certificate of Chase Credit Card Master Trust,
Series 2003-3, referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:
---------------------------
Authorized Signatory
Dated:
A-8
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
JPMORGAN CHASE BANK
CHASE CREDIT CARD MASTER TRUST SERIES 2003-3
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 2003-3
Supplement. This notice is delivered pursuant to Section 4.9.
A) JPMorgan Chase Bank 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 and
the Principal Funding 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 subsection 3(a) of the Series 2003-3
Supplement and Section 4.9 of the Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series 2003-3
Supplement:
1. Servicer Interchange $_________
2. Net Investor Servicing Fee $_________
B. Pursuant to subsection 4.9(a):
1. Class A Note Interest Requirement $_________
2. Class B Note Interest Requirement $_________
3. Net Investor Servicing Fee $_________
4. Net Class C Note Interest Requirement $_________
5. Investor Default Amount $_________
B-1
6. Investor Charge-offs $_________
7. Deposit to the Reserve Account $_________
8. Deposit to the Owner Trust Spread Account $_________
9. Excess Finance Charge Collections $_________
C. Pursuant to subsection 4.8 and 4.9(a):
(Application of Shared Excess Finance
Charge Collections to the Required Amount)
1. Class A Note Interest Requirement $_________
2. Class B Note Interest Requirement $_________
3. Net Investor Servicing Fee $_________
4. Net Class C Note Interest Requirement $_________
5. Investor Default Amount $_________
D. Pursuant to subsection 4.9(b):
1. Amount to be treated as Shared
Principal Collections $_________
2. Amount to be paid to the holder of
the Transferor's Interest $_________
3. Unallocated Principal Collections
(Excess Funding Account) $_________
E. Pursuant to subsection 4.9(c):
1. Monthly Principal $_________
2. Amount to be treated as Shared
Principal Collections $_________
3. Amount to be paid to the holder of
the Transferor's Interest $_________
4. Unallocated Principal Collections
(Excess Funding Account) $_________
F. Pursuant to subsection 4.9(d):
B-2
1. Amount to be withdrawn from the Principal
Funding Account commencing on the
Transfer Date preceding the Scheduled
Principal Allocation Commencement Date $_________
B-3
II. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.11 with respect to the related Monthly
Period in the following amounts:
A. Pursuant to Section 4.11:
1. Monthly Reallocated Principal
Collections $_________
III. 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. Pursuant to Section 4.6:
1. Class A Note Interest Shortfall $_________
2. Class B Note Interest Shortfall $_________
3. Class C Note Interest Shortfall $_________
B. Pursuant to Section 4.9(a)(iii):
1. Unpaid Net Investor Servicing Fee $_________
C. Pursuant to Section 4.10:
1. Aggregate amount of all unreimbursed
Investor Charge-Offs $_________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of _________, ____.
JPMORGAN CHASE BANK,
Servicer
By:______________________
Name:
Title:
B-4
EXHIBIT C
FORM OF MONTHLY SERIES 2003-3 CERTIFICATEHOLDER'S STATEMENT
JPMorgan Chase Bank Chase Credit Card Owner Trust Monthly Report
Certificateholder's Statement Series 2003-3
Section 5.2 - Supplement Series 2003-3 Total
Certificate
(i) Monthly Principal Distributed ____________________________________ ____________
(ii) Monthly Interest Distributed ____________________________________ ____________
Class A Note Interest Requirement ____________________________________ ____________
Class B Note Interest Requirement ____________________________________ ____________
Net Class C Note Interest Requirement ______________________ ____________
_______ ____________
(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 (Net of Defaulted Receivables) ____________
(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) Note Rate Class A
(xxi) Note Rate Class B
(xxii) Note Rate Class C
C-1
EXHIBIT D
FORM OF TRANSFEREE REPRESENTATION LETTER
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxx 0
Xxxxxx, Xxxxxxxx 00000
The Bank of New York
Corporate Trust-ABS
000 Xxxxxxx Xxxxxx, 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2003-3
-------------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $1,425,000,000 in principal
amount of the Chase Credit Card Master Trust, Series 2003-3 Certificate (the
"Certificate"), we confirm that:
I. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
II. We agree to be bound by the restrictions and conditions relating to
the Certificate set forth in the Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999, as amended and as
supplemented by the Series 2003-3 Supplement dated as of June 25, 2003 (the
"Series 2003-3 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and among Chase
USA, as Transferor on and after June 1, 1996, JPMorgan Chase Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as
Trustee ("Trustee"), and agree to be bound by, and not to reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the Certificate
except in compliance with such restrictions and conditions including but not
limited to those in Section 17 of the Series 2003-3 Supplement.
III. We agree that the Certificate may be reoffered, resold, pledged
or otherwise transferred only in compliance with the Securities Act of 1933,
as amended (the "Securities Act") and other applicable laws and only (i) to
the Transferor or (ii) to a limited number of institutional
D-1
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
IV. We have neither acquired nor will we Transfer the Certificate we
acquire (or any interest therein) or cause any part of the Certificate (or any
interest therein) to be marketed on or through an "established securities
market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code
of 1986, as amended (the "Code") and any treasury regulation thereunder,
including, without limitation, an over-the-counter-market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations.
V. We are not and will not become, for so long as we own any interest in
the Certificate, a partnership, Subchapter S corporation or grantor trust for
United States federal income tax purposes or, if we are such a Person, the
Certificate does not represent more than 50% of the value of all of our
assets.
VI. We are a person who is either (A)(i) a citizen or resident of the
United States, (ii) a corporation or other entity organized in or under the
laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificate is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described in
clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are
acquiring an interest in the Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9,
or any successor applicable form, upon the expiration or obsolescence of any
previously delivered form or (b) if we are a person described in clause
(A)(iii) above, we will furnish to the person from whom we are acquiring an
interest in the Certificate, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form W-8ECI and a new Form W-8ECI , or any
successor applicable form, upon the expiration or obsolescence of any
previously delivered form (and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Trustee). We
recognize that if we are a tax-exempt entity, payments with respect to the
Certificate may constitute unrelated business taxable income.
VII. We understand that a subsequent Transfer of the Certificate will be
void if such Transfer would cause the number of Targeted Holders (as defined
in the Series 2003-3 Supplement) to exceed ninety nine.
VIII. We understand that the opinion of tax counsel that the Trust is not
a publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of the representations in paragraphs 4 and 5.
IX. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment
D-2
in the Certificate, and we and any account for which we are acting are each
able to bear the economic risk of our or its investment.
X. We are acquiring the Certificate purchased by us for our own account
or for a single account (each of which is an institutional "accredited
investor") as to which we exercise sole investment discretion.
XI. We are not (a) an "employee benefit plan" (as defined in Section 3(3)
of ERISA), including governmental plans and church plans, (b) a plan described
in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the
"Code") including individual retirement accounts and Xxxxx plans, or (c) any
other entity whose underlying assets include "plan assets" (as defined in
United States Department of Labor ("DOL") Regulation Section 2510.3-101, 29
C.F.R. ss.2510.3-101 or otherwise under ERISA) by reason of a plan's
investment in the entity, including, without limitation, an insurance company
general account
XII. We understand that any purported Transfer of any portion of the
Certificate in contravention of the restrictions and conditions in paragraphs
1 through 11 above (including any violation of the representation in paragraph
5 by an investor who continues to hold an interest in the Certificate
occurring any time after the Transfer in which it acquired such Certificate)
shall be null and void and the purported transferee shall not be recognized by
the Trust or any other person as a Certificate Holder for any purpose.
XIII. We further understand that, on any proposed resale, pledge or
transfer of the Certificate, we will be required to furnish to the Trustee and
the Registrar, such certifications and other information as the Trustee or the
Registrar may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions and with the restrictions and conditions of
the Certificate and the Pooling and Servicing Agreement pursuant to which the
Certificate was issued and we agree that if we determine to Transfer the
Certificate, we will cause our proposed transferee to provide the Transferor,
the Servicer and the Trustee with a letter substantially in the form of this
letter. We further understand that the Certificate purchased by us will bear a
legend to the foregoing effect.
XIV. The person signing this letter on behalf of the ultimate beneficial
purchaser of the Certificate has been duly authorized by such beneficial
purchaser of the Certificate to do so.
You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:
-----------------------------
Name:
Title:
D-3
SCHEDULE I TO EXHIBIT 4.2
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Series 2003-3 Certificate)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _______, __
JPMORGAN CHASE BANK
CHASE CREDIT CARD OWNER TRUST SERIES 2003-3
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 2003-3 Certificate..... $_______
7. The aggregate amount of funds on deposit in the Principal
Account allocable to the Series 2003-3 Certificate............ $_______
8. The aggregate amount of funds on deposit in the Principal
Funding Account allocable to the Series 2003-3 Certificate.... $_______
9. To the knowledge of the undersigned, no Series 2003-3
Pay Out Event or Trust Pay Out Event has occurred except
as described below:........................................... $-------
[If applicable, insert "none."]
I-1
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificates as of this ___day of ________, __.
JPMORGAN CHASE BANK
By:______________________________
Name:
Title:
I-2
