EXHIBIT 4.7
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THE CHASE MANHATTAN BANK (USA)
Seller and Servicer
and
YASUDA BANK AND TRUST COMPANY (U.S.A.)
Trustee
on behalf of the Series 1996-1 Certificateholders
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SERIES 1996-1 SUPPLEMENT
Dated as of February 1, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1991
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CHASE MANHATTAN CREDIT CARD MASTER TRUST
Series 1996-1
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TABLE OF CONTENTS
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Page
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SECTION 1. Designation................................................. 1
SECTION 2. Definitions................................................. 2
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
Receivables and Removal of Accounts......................... 15
SECTION 4. Reassignment and Transfer Terms............................. 15
SECTION 5. Delivery and Payment for the Class A Certificates and the
Class B Certificates........................................ 15
SECTION 6. Depositary; Form of Delivery of Class A and Class B
Certificates................................................ 16
SECTION 7. Enhancement................................................. 16
SECTION 8. Article IV of Agreement..................................... 16
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A Rights of Investor Certificateholders....................... 16
SECTION 4.02B. The Series 1996-1 Collection Subaccount..................... 17
SECTION 4.03. Establishment of Series 1996-1 Investor Accounts............ 18
SECTION 4.04. Allocations................................................. 19
SECTION 4.05. Determination of Monthly Interest........................... 25
SECTION 4.06. Determination of Monthly Principal.......................... 26
SECTION 4.07. Required Amount............................................. 27
SECTION 4.08. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and
Available Principal Collections............................. 28
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs..................... 30
SECTION 4.10. Excess Spread; Excess Finance Charge Collections............ 31
SECTION 4.11. Reallocated Principal Collections........................... 33
SECTION 4.12. Group One Excess Finance Charge Collections................. 34
SECTION 4.13. Shared Principal Collections................................ 34
SECTION 4.14. Determination of LIBOR...................................... 35
SECTION 4.15. [Reserved].................................................. 35
SECTION 4.16. Time of Deposits and Withdrawals............................ 35
SECTION 4.17. Conversion from Collections during Billing Cycles to
Collections during Monthly Periods.......................... 35
i
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01. Distributions........................................... 37
SECTION 5.02. Monthly Certificateholders' Statement................... 37
OTHER SERIES PROVISIONS
SECTION 9. Series 1996-1 Pay Out Events............................ 39
SECTION 10. Series 1996-1 Termination............................... 40
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
Agreement............................................... 41
SECTION 12. Ratification and Reaffirmation of Representations and
Warranties.............................................. 41
SECTION 13. Rights Under Section 9.02............................... 41
SECTION 14. No Subordination........................................ 41
SECTION 15. Repurchase of the Series 1996-1 Certificates............ 42
SECTION 16. Counterparts............................................ 43
SECTION 17. Additional Covenants of the Trustee..................... 43
SECTION 18. Third-Party Beneficiaries............................... 43
SECTION 19. Series 1996-1 Investor Exchange......................... 43
SECTION 20. Servicing Compensation.................................. 43
SECTION 21. Governing Law........................................... 44
SECTION 22. Notices................................................. 44
EXHIBITS
EXHIBIT A-1 - Form of Class A Certificate
EXHIBIT A-2 - Form of Class B Certificate
EXHIBIT B - Form of Monthly Payment Instructions and
- Notification to the Trustee
EXHIBIT C - Form of Monthly Certificateholders' Statement
EXHIBIT D - Form of Servicer's Certificate
ii
SERIES 1996-1 SUPPLEMENT, dated as of February 1, 1996 (this "Series
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Supplement") by and between THE CHASE MANHATTAN BANK (USA), a Delaware banking
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corporation, as Seller and Servicer, and YASUDA BANK AND TRUST COMPANY (U.S.A.),
a New York trust company, as Trustee.
RECITALS:
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1. Section 6.09(b) of the Agreement (as defined herein) provides,
among other things, that the Seller 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 issuance by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
2. 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
capitalized terms not otherwise defined herein are defined in the Agreement.
All Article, Section or subsection references herein shall mean Article, Section
or subsections of the Agreement except as otherwise provided herein. Each
capitalized term used or defined herein shall relate only to the Series 1996-1
Certificates and no other Series of Certificates issued by the Trust.
SECTION 1. Designation.
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(a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Series Supplement to be known as the
"Chase Manhattan Credit Card Master Trust, Series 1996-1." Series 1996-1 shall
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be issued in three Classes, the first of which shall be known as the "Class A
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Floating Rate Asset Backed Certificates, Series 1996-1" and the second of which
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shall be known as the "Class B Floating Rate Asset Backed Certificates, Series
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1996-1." In addition, there is hereby created a third class of uncertificated
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interests in the Trust which shall, except as expressly provided herein, be
deemed to be a "Class" of "Investor Certificates" for all purposes under the
----- ---------------------
Agreement and this Series Supplement and shall be known as the "Collateral
----------
Interest, Series 1996-1".
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(b) The Collateral Interest Holder shall be entitled to the benefits
of a Holder of a Class of Investor Certificates under the Agreement and this
Series Supplement upon payment by the Collateral Interest Holder of amounts
owing on the Closing Date pursuant to the Loan Agreement. Notwithstanding the
foregoing, except as expressly provided herein, the provisions of Article VI and
Article XII of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered Certificates
and clause (d) of Section 6.09(b) shall not be applicable to the Collateral
Interest.
(c) Series 1996-1 shall be included in Group One (as defined below).
Series 1996-1 shall not be subordinated to any other Series.
(d) Notwithstanding any provision in the Agreement or in this
Supplement to the contrary, the first Distribution Date with respect to Series
1996-1 shall be the March 1996
Distribution Date and the first Monthly Period shall be the Monthly Period ended
February 29, 1996.
SECTION 2. Definitions.
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"Additional Interest" shall mean, with respect to any Distribution
-------------------
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.
"Agreement" shall mean the Pooling and Servicing Agreement by and
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between The Chase Manhattan Bank (USA), a Delaware banking corporation, as
Seller and Servicer, and Yasuda Bank and Trust Company (U.S.A.), a New York
trust company, as Trustee and all amendments and supplements thereto, including
this Series Supplement.
"Amortization Period" shall mean the period following the Revolving
-------------------
Period which shall be either the Controlled Amortization Period or the Rapid
Amortization Period.
"Available Finance Charge Collections" shall mean:
------------------------------------
(a) in the case of any Monthly Period prior to the Conversion Date,
Collections of Finance Charge Receivables processed during each Billing Cycle
which ended during such Monthly Period, which are allocated to the Investor
Interest and deposited in the Finance Charge Account pursuant to Article IV (or
which will be deposited in the Collection Account on the Transfer Date following
such Monthly Period pursuant to the fourth paragraph of the subsection 4.02(a));
(b) in the case of the Conversion Month, Collections of Finance
Charge Receivables processed on any Date of Processing during such Monthly
Period on and after the Conversion Date, which are allocated to the Investor
Interest and deposited in the Finance Charge Account pursuant to Article IV (or
which will be deposited in the Collection Account on the Transfer Date following
such Monthly Period pursuant to the fourth paragraph of subsection 4.02(a)); and
(c) in the case of any Monthly Period following the Conversion Month,
Collections of Finance Charge Receivables processed on any Date of Processing
during such Monthly Period, which are allocated to the Investor Interest and
deposited in the Finance Charge Account pursuant to Article IV (or which will be
deposited in the Collection Account on the Transfer Date following such Monthly
Period pursuant to the fourth paragraph of subsection 4.02(a));
plus, in each case, an amount equal to the product of (i) the amount of
Interchange allocable to the Trust pursuant to subsection 2.05(k) with respect
to such Monthly Period (to the extent deposited in the Collection Account on the
Transfer Date following such Monthly Period) and (ii) the Investor Percentage
with respect to Finance Charge Receivables and such Monthly Period.
2
"Available Principal Collections" shall mean:
-------------------------------
(a) in the case of any Monthly Period or portion thereof prior to the
Conversion Date, Collections of Principal Receivables processed during each
Billing Cycle which ended during such Monthly Period or portion thereof, which
were allocated to the Investor Interest and were deposited in the Principal
Account pursuant to subsection 4.04(d)(iii) or 4.04(e)(iii) during any such
Billing Cycle (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a));
(b) in the case of the Conversion Month, Collections of Principal
Receivables processed on any Date of Processing during such Monthly Period on or
after the Conversion Date, which were allocated to the Investor Interest and
were deposited in the Principal Account pursuant to subsection 4.04(d)(iii) or
4.04(e)(iii) (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a)); and
(c) in the case of any Monthly Period following the Conversion Month,
Collections of Principal Receivables processed on any Date of Processing during
such Monthly Period, which were allocated to the Investor Interest and were
deposited in the Principal Account pursuant to subsection 4.04(d)(iii) or
4.04(e)(iii) (or which will be deposited in the Collection Account on the
Transfer Date following such Monthly Period pursuant to the fourth paragraph of
subsection 4.02(a));
plus, in each case, Shared Principal Collections allocated to Series 1996-1
pursuant to Section 4.13 and the Series Supplement of each other Principal
Sharing Series and all amounts which this Series Supplement provides are to be
treated as Available Principal Collections for the related Transfer Date
(including as provided in subsections 4.04(c)(iii), 4.08(a)(iii), and clause
(b), (e), (f), (i) and (j) of Section 4.10).
"Base Rate" shall mean, with respect to any Monthly Period, the
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annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest and the Monthly Investor Servicing Fee with respect
to the related Distribution Date and the denominator of which is the Investor
Interest as of the last day of the preceding Monthly Period.
"Class A Additional Interest" shall have the meaning assigned in
---------------------------
Section 4.05(a).
"Class A Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class A Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Class A Certificate Rate" shall mean, with respect to the Class A
------------------------
Certificates for each Interest Period, a per annum rate of 0.11% above LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.
3
"Class A Certificateholder" shall mean the Person in whose name a
-------------------------
Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean any one of the Certificates executed
--------------------
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-1.
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"Class A Expected Final Payment Date" shall mean the August 1999
-----------------------------------
Distribution Date.
"Class A Floating Percentage" shall mean, with respect to any Monthly
---------------------------
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class A Investor Interest as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Investor Interest as of such day; provided,
however, that with respect to the first Monthly Period, the Class A Floating
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class A Initial Investor Interest and the denominator of which is
the Initial Investor Interest.
"Class A Initial Investor Interest" shall mean $1,282,500,000.
---------------------------------
"Class A Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(a).
"Class A Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.09(a).
"Class A Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (i) the Series 1996-1 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class A
Floating Percentage for such Monthly Period.
"Class A Investor Interest" shall mean, on any date of determination,
-------------------------
an amount (not less than zero) equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
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A Certificateholders on or prior to such date, minus (c) the excess, if any, of
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the aggregate amount of Class A Investor Charge-Offs for all prior Transfer
Dates over Class A Investor Charge-Offs reimbursed pursuant to Section 4.09(a)
----
prior to such date and, minus (d) the principal amount of Class A Certificates
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previously tendered and exchanged pursuant to a Series 1996-1 Investor Exchange.
"Class A Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(a).
"Class A Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.06(a).
"Class A Required Amount" shall have the meaning specified in Section
-----------------------
4.07(a).
"Class A Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
4
"Class B Additional Interest" shall have the meaning specified in
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Section 4.05(b).
"Class B Available Funds" shall mean, with respect to any Monthly
-----------------------
Period, an amount equal to the Class B Floating Percentage of Available Finance
Charge Collections with respect to such Monthly Period.
"Class B Certificate Rate" shall mean, with respect to the Class B
------------------------
Certificates and for each Interest Period, a per annum rate of 0.24% above LIBOR
determined on the related LIBOR Determination Date, calculated on the basis of
actual days elapsed and a 360-day year.
"Class B Certificateholder" shall mean the Person in whose name a
-------------------------
Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean any one of the Certificates executed
--------------------
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-2.
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"Class B Expected Final Payment Date" shall mean the September 1999
-----------------------------------
Distribution Date.
"Class B Floating Percentage" shall mean, with respect to any Monthly
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Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B Investor Interest as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Investor Interest as of the close of
business on such day; provided, however, that with respect to the first Monthly
Period, the Class B Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class B Initial Investor Interest and
the denominator of which is the Initial Investor Interest.
"Class B Initial Investor Interest" shall mean $82,500,000.
---------------------------------
"Class B Interest Shortfall" shall have the meaning specified in
--------------------------
Section 4.05(b).
"Class B Investor Charge-Offs" shall have the meaning specified in
----------------------------
Section 4.09(b).
"Class B Investor Default Amount" shall mean, with respect to each
-------------------------------
Transfer Date, an amount equal to the product of (i) the Series 1996-1 Aggregate
Investor Default Amount for the related Monthly Period and (ii) the Class B
Floating Percentage for such Monthly Period.
"Class B Investor Interest" shall mean, on any date of determination,
-------------------------
an amount (not less than zero) equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class
-----
B Certificateholders on or prior to such date, minus (c) the aggregate amount of
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Class B Investor Charge-Offs for all prior Transfer Dates, minus (d) the amount
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of Reallocated Class B Principal Collections allocated on all prior Transfer
5
Dates pursuant to Section 4.11(a), minus (e) an amount equal to the amount by
-----
which the Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to Section 4.09(a) and plus (f) the amount of Excess Spread and Excess
----
Finance Charge Collections allocated and available on all prior Transfer Dates
pursuant to Section 4.10(f) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e) and, minus (g) the principal
-----
amount of Class B Certificates previously tendered and exchanged pursuant to a
Series 1996-1 Investor Exchange.
"Class B Monthly Interest" shall have the meaning specified in Section
------------------------
4.05(b).
"Class B Monthly Principal" shall have the meaning specified in
-------------------------
Section 4.06(b).
"Class B Principal Commencement Date" shall mean the Distribution Date
-----------------------------------
on which the Class A Investor Interest is paid in full or, if the Class A
Investor Interest is paid in full on the Class A Expected Final Payment Date and
the Rapid Amortization Period has not commenced, the Distribution Date following
the Class A Expected Final Payment Date.
"Class B Principal Percentage" shall mean, with respect to any Monthly
----------------------------
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Investor Interest as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Investor Interest as of such
day and (ii) during the Amortization Period or the Rapid Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class B Investor Interest as of the end
of the Revolving Period, and the denominator of which is the Investor Interest
as of the end of the Revolving Period; provided, however, that with respect to
the first Monthly Period, the Class B Principal Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class B
Initial Investor Interest and the denominator of which is the Initial Investor
Interest.
"Class B Required Amount" shall have the meaning specified in Section
-----------------------
4.07(b).
"Class B Servicing Fee" shall have the meaning specified in Section 20
---------------------
of this Series Supplement.
"Closing Date" shall mean February 22, 1996.
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"Collateral Additional Interest" shall have the meaning specified in
------------------------------
subsection 4.05(c).
"Collateral Available Funds" shall mean, with respect to any Monthly
--------------------------
Period, an amount equal to the Collateral Floating Percentage of the Available
Finance Charge Collections with respect to such Monthly Period.
"Collateral Charge-Offs" shall have the meaning specified in
----------------------
subsection 4.09(c).
6
"Collateral Default Amount" shall mean, with respect to any
-------------------------
Distribution Date, an amount equal to the product of (a) the Series 1996-1
Aggregate Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Percentage applicable for the related Monthly Period.
"Collateral Floating Percentage" shall mean, with respect to any
------------------------------
Monthly Period, the percentage (rounded to the nearest ten thousandth of one
percent) equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest as of the close of business on
the last day of the preceding Monthly Period and the denominator of which is
equal to the Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the
Collateral Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Collateral Initial Interest and the
denominator of which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean $135,000,000.
---------------------------
"Collateral Interest" shall mean, on any date of determination, an
-------------------
amount equal to (a) the Collateral Initial Interest, minus (b) the aggregate
-----
amount of principal payments made to the Collateral Interest Holder prior to
such date, minus (c) the aggregate amount of Collateral Charge-Offs for all
-----
prior Transfer Dates pursuant to subsection 4.09(c), minus (d) the amount of
-----
Reallocated Principal Collections allocated pursuant to Section 4.11 on all
prior Transfer Dates, minus (e) an amount equal to the amount by which the
-----
Collateral Interest has been reduced on all prior Transfer Dates pursuant to
subsections 4.09(a) and (b), plus (f) the aggregate amount of Excess Spread and
----
Excess Finance Charge Collections allocated and available on all prior Transfer
Dates pursuant to subsection 4.10, for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e) and, minus (g) the
-----
principal amount of the Collateral Interest previously tendered and exchanged
pursuant to a Series 1996-1 Investor Exchange; and, provided, however, that the
Collateral Interest may not be reduced below zero.
"Collateral Interest Holder" shall mean the entity so designated in
--------------------------
the Loan Agreement.
"Collateral Interest Payment Shortfall" shall have the meaning
-------------------------------------
specified in subsection 4.05(c).
"Collateral Interest Servicing Fee" shall have the meaning specified
---------------------------------
in Section 20 of this Series Supplement.
"Collateral Monthly Interest" shall mean the monthly interest
---------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.05(c).
"Collateral Monthly Principal" shall mean the monthly principal
----------------------------
distributable in respect of the Collateral Interest as calculated in accordance
with subsection 4.06(c).
7
"Collateral Percentage" shall mean for any Monthly Period, (a) with
---------------------
respect to Defaulted Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the Collateral Floating
Percentage, and (b) with respect to Principal Receivables during the Controlled
Amortization Period or Rapid Amortization Period, the Collateral Principal
Percentage.
"Collateral Principal Percentage" shall mean for any Monthly Period
-------------------------------
following the end of the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the
close of business on the last day of the Revolving Period.
"Collateral Rate" shall mean, for any Interest Period, the rate
---------------
specified in the Loan Agreement.
"Collection Recomputation Date" shall mean, with respect to the
-----------------------------
Collections received during any Billing Cycle, the date on which the Servicer
performs the recomputations provided for in Section 4.04(a), which date shall
not be later than the Determination Date in the Monthly Period following the
Monthly Period in which such Billing Cycle ends.
"Controlled Amortization Amount" shall mean (a) for any Distribution
------------------------------
Date beginning with the September 1998 Distribution Date and ending with the
August 1999 Distribution Date, an amount equal to one-twelfth of the Class A
Investor Interest as of the last day of the Revolving Period; and (b) for the
September 1999 Distribution Date, an amount equal to the Class B Investor
Interest as of such last day.
"Controlled Amortization Period" shall mean, unless a Pay Out Event
------------------------------
shall have occurred prior thereto, the period commencing on the close of
business on July 31, 1998 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 1996-1 Certificateholders of the Investor Interest or (c) the Series
1996-1 Termination Date.
"Controlled Distribution Amount" shall have the meaning specified in
------------------------------
subsection 4.04(d)(iii).
"Controlled Excess Amount" shall have the meaning specified in
------------------------
subsection 4.04(d)(iii).
"Conversion Date" shall have the meaning specified in Section 4.17.
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"Conversion Month" shall mean the Monthly Period in which the
----------------
Conversion Date occurs.
"Deficit Controlled Amortization Amount" shall initially mean zero and
--------------------------------------
shall change as provided in subsection 4.04(d)(iii).
8
"Definitive Certificates" shall have the meaning specified in Section
-----------------------
6.11.
"Distribution Account" shall have the meaning specified in subsection
--------------------
4.03(b).
"Distribution Date" shall mean the fifteenth day of each calendar
-----------------
month, or, if such fifteenth day is not a Business Day, the next succeeding
Business Day, commencing March 15, 1996; provided, however, that no Distribution
Date shall occur after the earlier to occur of (x) the Distribution Date on
which the Investor Interest has been paid in full or (y) the Series 1996-1
Termination Date.
"Enhancement" shall mean the Collateral Interest.
-----------
"Enhancement Provider" shall mean the Collateral Interest Holder.
--------------------
"Excess Amount" shall have the meaning specified in subsection
-------------
4.04(c)(iii).
"Excess Finance Charge Collections" shall mean amounts available for
---------------------------------
allocation to other Series in Group One pursuant to Section 4.10(m) and amounts
available for allocation to Series 1996-1 which have been designated as "Excess
Finance Charge Collections" in the Series Supplements for other Series in Group
One.
"Excess Spread" shall mean, with respect to any Distribution Date, the
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sum of the amounts, if any, specified pursuant to Sections 4.08(a)(iv),
4.08(b)(iii) and 4.08(c)(ii) with respect to such Distribution Date.
"Excluded Series" shall mean any Series designated as an "Excluded
---------------
Series" in the applicable Series Supplement (but only if the Rating Agency
Condition is satisfied with respect to such exclusion) and thereby excluded from
the computation of Minimum Aggregate Principal Receivables pursuant to Section 3
of this Series Supplement.
"Finance Charge Account" shall have the meaning specified in Section
----------------------
4.03.
"Floating Allocation Percentage" shall mean, with respect to any
------------------------------
particular Monthly Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Investor
Interest as of the last day of the preceding Monthly Period (or in the case of
the Monthly Period in which the Closing Date occurs, the Initial Investor
Interest) and the denominator of which is the greater of (x) the Aggregate
Principal Receivables in the Trust as of the first day of such particular
Monthly Period and (y) the sum of the numerators used to calculate the floating
allocation percentages for all Series then outstanding.
"Group One" shall mean Series 1996-1 and each other Series specified
---------
in the related Series Supplement to be included in Group One.
"Initial Investor Interest" shall mean $1,500,000,000.
-------------------------
9
"Interest Period" shall mean, with respect to any Distribution Date,
---------------
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.
"Investor Charge Offs" shall mean Class A Investor Charge Offs, Class
--------------------
B Investor Charge Offs and Collateral Charge Offs.
"Investor Default Amount" shall mean, for any Billing Cycle, the
-----------------------
product of the Floating Allocating Percentage for the Monthly Period in which
such Billing Cycle ends times the amount of Receivables in Defaulted Accounts
which in such Billing Cycle are charged off as uncollectible on the Servicer's
computer master file of VISA(R) and Master Card(R) accounts.
"Investor Interest" shall mean, on any date of determination, an
-----------------
amount equal to the sum of (a) the Class A Investor Interest as of such date,
(b) the Class B Investor Interest as of such date and (c) the Collateral
Interest of such date.
"Investor Percentage" shall mean, on any date of determination:
-------------------
(a) when used with respect to any Principal Receivable on any date of
determination during the Revolving Period, the Floating Allocation
Percentage;
(b) when used with respect to Principal Receivables on any date of
determination during the Controlled Amortization period or the Rapid
Amortization Period, the Principal Allocation Percentage; and
(c) when used with respect to any Finance Charge Receivable and any
Receivable in a Defaulted Account on any date of determination, the
Floating Allocation Percentage;
provided, that in no event shall the Investor Percentage be greater than 100%.
"LIBOR" shall mean, for any Interest Period, the London interbank
-----
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.14.
"LIBOR Determination Date" shall mean the second London Business Day
------------------------
prior to the commencement of each Interest Period.
"Loan Agreement" shall mean the agreement among the Seller, the
--------------
Servicer, the Trustee, and the Collateral Interest Holder, dated as of February
22, 1996, as amended or modified from time to time.
"London Business Day" shall mean any Business Day on which dealings in
-------------------
deposits in United States dollars are transacted in the London interbank market.
10
"Minimum Aggregate Principal Receivables" shall have the meaning
---------------------------------------
specified in Section 3 hereof.
"Minimum Seller Interest" shall have the meaning specified in Section
-----------------------
3 hereof.
"Monthly Interest" means, with respect to any Distribution Date, the
----------------
sum of the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest for such Distribution Date.
"Monthly Investor Servicing Fee" shall mean, with respect to each
------------------------------
Monthly Period, an amount equal to 1/12th of the product of the Series Servicing
Fee Percentage and the Investor Interest as of the last day of the preceding
Monthly Period; provided, however, that the Monthly Investor Servicing Fee for
the first Monthly Period shall be $2,687,500.
"Pay Out Commencement Date" shall mean, with respect to the Series
-------------------------
1996-1 Certificates, the date on which a Trust Pay Out Event is deemed to occur
pursuant to Section 9.01 of the Agreement or a Series 1996-1 Pay Out Event is
deemed to occur pursuant to Section 9 hereof.
"Percentage Allocation" shall have the meaning specified in subsection
---------------------
4.04(d)(iii).
"Pool Amount" shall mean, with respect to any date of determination on
-----------
or after the Implementation Date, an amount equal to the sum of (i) the product
of (x) a fraction, the numerator of which is the Investor Interest on such date
of determination, and the denominator of which is the Aggregate Investor
Interest on such date of determination and (y) the aggregate amount of
Receivables determined at the end of the day immediately prior to such date of
determination, (ii) the amount on deposit in the Series 1996-1 Retention
Subaccount at the end of the day immediately prior to such date of
determination, and (iii) the amount of Excess Amounts and Controlled Excess
Amounts at the end of the day immediately prior to such date of determination.
"Portfolio Yield" shall mean, with respect to Series 1996-1 and 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 (i) the
Available Finance Charge Collections for such Monthly Period and (ii) any Excess
Finance Charge Collections (exclusive of any amounts included in (i)) that are
allocated to Series 1996-1 with respect to such Monthly Period to the extent
deposited in the Finance Charge Account on the Transfer Date following such
Monthly Period, such sum to be calculated on a cash basis after subtracting an
amount equal to the Series 1996-1 Aggregate Investor Default Amount with respect
to such Monthly Period, and the denominator of which is the Investor Interest as
of the last day of the preceding Monthly Period.
"Principal Account" shall have the meaning specified in subsection
-----------------
4.03(a).
"Principal Allocation Percentage" shall mean, with respect to any day
-------------------------------
during a particular Monthly Period, the percentage (rounded to the nearest ten
thousandth of one percent)
11
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is (a) during the Revolving Period, the Investor Interest as
of the last day of the immediately preceding Monthly Period and (b) during the
Controlled Amortization Period or the Rapid Amortization Period, the Investor
Interest as of the last day of the Revolving Period and the denominator of which
is the greater of (x) the Aggregate Principal Receivables in the Trust as of the
first day of such particular Monthly Period and (y) the sum of the numerators
used to calculate the principal allocation percentages for all Series
outstanding with respect to such Monthly Period.
"Principal Sharing Series" shall mean Series 1996-1 and any other
------------------------
Series in Group One which does not provide that such Series is not a Principal
Sharing Series in the applicable Series Supplement.
"Principal Shortfall" shall have the meaning specified in Section
-------------------
4.10.
"Qualified Trust Institution" shall have the same meaning as
---------------------------
"Qualified Institution."
"Rapid Amortization Period" shall mean an amortization period
-------------------------
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (i) the date of termination of the Trust pursuant to Section 12.01 or (ii)
the Series 1996-1 Termination Date.
"Rating Agency" shall mean, with respect to the Series 1996-1
-------------
Certificates, each of Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean, with respect to any action, that
-----------------------
the Rating Agency shall have notified the Seller, the Servicer and the Trustee
in writing that such action will not result in the reduction or withdrawal of
the rating of any outstanding Class by the Rating Agency.
"Reallocated Class B Principal Collections" shall mean, with respect
-----------------------------------------
to any Transfer Date, an amount of Collections of Principal Receivables with
respect to the prior Monthly Period, equal to the least of (i) the amount
specified in subsection 4.11(a), (ii) an amount equal to the product of (a) the
Class B Principal Percentage with respect to the Monthly Period relating to such
Transfer Date and (b) the Principal Allocation Percentage with respect to the
Monthly Period relating to such Transfer Date and (c) the amount of Collections
of Principal Receivables with respect to the Monthly Period relating to such
Transfer Date and (iii) the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean, with
--------------------------------------------
respect to any Transfer Date, an amount of Collections of Principal Receivables
with respect to the prior Monthly Period, equal to the least of (i) the sum of
the amounts specified in subsections 4.11(a) (net of Reallocated Class B
Principal Collections) and 4.11(b), (ii) an amount not to exceed the product of
(a) the Collateral Percentage with respect to the Monthly Period relating to
such Transfer Date and (b) the Principal Allocation Percentage with respect to
the Monthly Period
12
relating to such Transfer Date and (c) the amount of Collections of Principal
Receivables with respect to the Monthly Period relating to such Transfer Date
and (iii) the Collateral Interest after giving effect to any Collateral Charge-
Offs for such Transfer Date.
"Reallocated Principal Collections" shall mean the sum of Reallocated
---------------------------------
Collateral Principal Collections and Reallocated Class B Principal Collections.
"Reference Banks" means four major banks in the London interbank
---------------
market selected by the Servicer.
"Required Collateral Interest" shall mean (a) initially, $135,000,000
----------------------------
and (b) on any Transfer Date thereafter, 9% of the Investor Interest on the
related Distribution Date (determined after taking into account the payments to
be made on such related Distribution Date), but not less than $45,000,000;
provided, however, that (1) if either (i) there is a reduction in the Collateral
Interest pursuant to clause (c), (d) or (e) of the definition of such term or
(ii) a Pay Out Event with respect to the Investor Certificates has occurred, the
Required Collateral Interest for any Transfer Date shall equal the Required
Collateral Interest for the Transfer Date immediately preceding such reduction
or Pay Out Event, (2) in no event shall the Required Collateral Interest exceed
the sum of the outstanding principal balance of (i) the Class A Certificates and
(ii) the Class B Certificates, each as of the related Distribution Date after
taking into account the payments to be made on such Distribution Date and (3)
the Required Collateral Interest may be reduced at any time to a lesser amount
if the Rating Agency delivers to each of the Seller, the Servicer, the
Collateral Interest Holder and the Trustee written confirmation that after such
reduction the Rating Agency Condition has been satisfied.
"Required Retention Percentage", shall mean (i) 3% on any date of
-----------------------------
determination on or after the Implementation Date during the Revolving Period,
(ii) 3% on any date of determination on or after the Implementation Date during
an Amortization Period and (iii) 3% on any other date of determination.
"Retention Percentage" shall mean (i) with respect to any date of
--------------------
determination on or after the Implementation Date, the numerical equivalent of a
fraction, the numerator of which is equal to the Pool Amount for such date of
determination less the Investor Interest on such date of determination and the
denominator of which is the Pool Amount for such date of determination and (ii)
0% on any other date of determination.
"Revolving Period" shall mean the period from and including February
----------------
1, 1996 to, but not including, the earlier of August 1, 1998 or the Pay Out
Commencement Date.
"Scheduled Series 1996-1 Termination Date" shall mean the April 2001
----------------------------------------
Distribution Date.
"Series 1996-1" shall mean the Series issued pursuant to this Series
-------------
Supplement.
13
"Series 1996-1 Aggregate Investor Default Amount" shall mean the
-----------------------------------------------
Aggregate Investor Default Amount with respect to Series 1996-1 and such Monthly
Period determined by the Servicer pursuant to subsection 4.02(c)(iii) of the
Agreement.
"Series 1996-1 Certificates" shall mean the Class A Certificates, the
--------------------------
Class B Certificates and the Collateral Interest.
"Series 1996-1 Certificateholder" shall mean the holder of record of
-------------------------------
any Series 1996-1 Certificate.
"Series 1996-1 Collection Subaccount" shall have the meaning specified
-----------------------------------
in Section 4.02B.
"Series 1996-1 Final Termination Date" shall have the meaning set
------------------------------------
forth in Section 10.
"Series 1996-1 Investor Accounts" or "Investor Accounts" shall mean
------------------------------- -----------------
the accounts established pursuant to Section 4.03 hereof.
"Series 1996-1 Investor Exchange" shall mean an Investor Exchange
-------------------------------
pursuant to Section 6.09(b) of the Agreement and Section 19 of this Series
Supplement.
"Series 1996-1 Pay Out Event" shall have the meaning specified in
---------------------------
Section 9 hereof.
"Series 1996-1 Retention Subaccount" shall have the meaning specified
----------------------------------
in Section 4.02A.
"Series 1996-1 Termination Date" shall mean the earlier to occur of
------------------------------
(i) the day after the Distribution Date on which the Series 1996-1 Certificates
and the Collateral Interest are paid in full; (ii) the Scheduled Series 1996-1
Termination Date (unless extended pursuant to Section 10 of this Series
Supplement); or (iii) the Series 1996-1 Final Termination Date.
"Series Servicing Fee Percentage" shall mean 2.15%.
-------------------------------
"Shared Principal Collections" shall mean amounts retained in the
----------------------------
Collection Account as Shared Principal Collections pursuant to subsections
4.04(c)(iii), 4.04(d)(iii) or 4.04(e)(iii) and any amounts designated as Shared
Principal Collections in the Series Supplement for any Principal Sharing Series.
"Telerate Page 3750" shall mean the display page currently so
------------------
designated on the Dow Jones Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
14
SECTION 3. Minimum Seller Interest, Minimum Aggregate Principal
----------------------------------------------------
Receivables and Removal of Accounts.
- -----------------------------------
(a) The Minimum Seller Interest applicable to the Series 1996-1
Certificates shall be 7%. The Minimum Aggregate Principal Receivables shall be
the greater of (i) $1,500,000,000 less the portion of such amount represented by
----
Series 1996-1 Certificates tendered and canceled pursuant to any Series 1996-1
Investor Exchange and (ii) the sum of the Initial Investor Interests (as defined
in each applicable Supplement) of all Series then outstanding (other than
Excluded Series) less the portion of the Initial Investor Interest of any Series
----
tendered for an Exchange pursuant to Section 6.09(b) of the Agreement and as
provided in the related Supplement or, if any Series (other than Excluded
Series) calculates the investor percentage with respect to Principal Receivables
by means of a numerator based other than on the Initial Investor Interest of
such Series, then at least equal to the sum of the Initial Investor Interest of
each Series (other than Excluded Series) then outstanding which calculates such
investor percentage on the basis of Initial Investor Interest plus, for each
----
other Series (other than Excluded Series) then outstanding, the then current
numerator used to calculate the investor percentage with respect to Principal
Receivables for such Series. Upon final payment of the Series 1996-1
Certificates, the Minimum Aggregate Principal Receivables shall be computed in a
manner consistent with the Agreement or any future Supplement, as appropriate.
(b) In addition to the requirements contained in Section 2.07(a) and
(b) with respect to the removal of Accounts, pursuant to subsection
2.07(b)(iii)(c), the removal of any Receivables of any Removed Accounts on any
Removal Date shall not, in the reasonable belief of the Seller, result in the
failure to make a Controlled Distribution Amount payment.
SECTION 4. Reassignment and Transfer Terms. The Series 1996-1
-------------------------------
Certificates shall be subject to retransfer to the Seller at its option, in
accordance with the terms specified in subsection 12.02(a) of the Agreement, 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 be equal to the sum of (a) the aggregate outstanding principal balance of
the Class A Certificates, the Class B Certificates and the Collateral Interest,
all as of the last day of the Monthly Period preceding the Distribution Date on
which the purchase price will be distributed, plus (b) accrued and unpaid
----
interest thereon to, but not including, the Distribution Date on which the
repurchase occurs, less (c) the amount on deposit in the Finance Charge Account
----
which will be transferred to the Distribution Account pursuant to Section 4.08
or Section 4.10 on the related Transfer Date, less (d) the amount on deposit in
----
the Principal Account which will be transferred to the Distribution Account
pursuant to subsection 4.08(e) on the related Transfer Date.
SECTION 5. Delivery and Payment for the Class A Certificates and the
---------------------------------------------------------
Class B Certificates. The Trustee shall deliver the Class A Certificates and
- --------------------
the Class B Certificates when authenticated in accordance with Section 6.02 of
the Agreement.
15
SECTION 6. Depositary; Form of Delivery of Class A and Class B
---------------------------------------------------
Certificates.
- ------------
(a) The Class A Certificates and the Class B Certificates shall be
delivered as Book-Entry Certificates as provided in Sections 6.01, 6.02 and 6.09
of the Agreement.
(b) The Depositary for Series 1996-1 shall be The Depository Trust
Company, and the Class A Certificates and the Class B Certificates shall be
initially registered in the name of CEDE & Co., its nominee.
(c) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Series 1996-1 Certificates having Undivided Interests aggregating a specified
percentage, such direction or consent may be given by the Certificate Owners of
the Class A Certificates and the Class B Certificates having interests in the
requisite percentage of Series 1996-1 Certificates, acting through the Clearing
Agency and the Clearing Agency Participants.
SECTION 7. Enhancement. Enhancement for the Series 1996-1
-----------
Certificates shall consist of the Collateral Interest.
SECTION 8. Article IV of Agreement. Any provision of Article IV of
-----------------------
the Agreement which distributes Collections to the Holder of the Exchangeable
Seller Certificate on the basis of the Seller Percentage shall continue to apply
irrespective of the issuance of the Series 1996-1 Certificates. Sections 4.01
and 4.02 of the Agreement shall be read in their entirety as provided in the
Agreement. Article IV of the Agreement (except for Sections 4.01 and 4.02
thereof) shall read in its entirety as follows and shall be applicable to the
Series 1996-1 Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.02A. Rights of Investor Certificateholders. The Series
-------------------------------------
1996-1 Certificates shall represent fractional Undivided Interests in the Trust,
consisting of the right to receive, to the extent necessary to make the required
payments with respect to such Series 1996-1 Certificates at the times and in the
amounts specified in this Agreement, (a) the related Investor Percentage of
Collections received with respect to the Receivables and (b) other funds, if
any, allocable to the Series 1996-1 Certificates on deposit in the Collection
Account, the Finance Charge Account, the Principal Account, the Distribution
Account, the Series 1996-1 Collection Subaccount and the Retention Subaccount
(the "Series 1996-1 Retention Subaccount") with respect to the Series 1996-1
----------------------------------
Certificates (the "Series 1996-1 Interest"). The Exchangeable Seller
----------------------
Certificate shall represent the ownership interest in the Trust Assets not
allocated to Series 1996-1 or any other Series outstanding; provided, however,
the ownership interest represented by the Exchangeable Seller Certificate and
any other Series outstanding at any time shall not
16
represent any interest in the Series 1996-1 Collection Subaccount or in the
Enhancement, except as specifically provided in this Article IV.
SECTION 4.02B. The Series 1996-1 Collection Subaccount. Pursuant to
---------------------------------------
Section 4.01 of the Agreement, the Servicer, on behalf of the Trustee, shall
establish and maintain with a Qualified Trust Institution a subaccount of the
Collection Account, for the benefit of the Series 1996-1 Certificateholders,
bearing a designation clearly indicating that the funds therein are held in
trust for the benefit of the Series 1996-1 Certificateholders. The Servicer, on
behalf of the Trustee, at all times shall maintain accurate records reflecting
each transaction in the Series 1996-1 Collection Subaccount and that funds held
therein shall at all times be held in trust for the benefit of the Series 1996-1
Certificateholders. Pursuant to the authority granted to it pursuant to
subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee,
to withdraw funds, and to instruct the Trustee to withdraw funds, from the
Series 1996-1 Collection Subaccount for the purpose of carrying out its duties
hereunder. All such instructions from the Servicer to the Trustee shall be in
writing; provided, however, that the Servicer is entitled to give instructions
to the Trustee by facsimile. Funds on deposit in the Series 1996-1 Collection
Subaccount that are not required to be deposited in the Finance Charge Account,
the Principal Account or the Series 1996-1 Retention Subaccount shall at all
times be invested in Permitted Investments. Any such investment shall mature
and such funds shall be available for withdrawal, on or prior to the third
Business Day following the day on which such funds were so deposited, provided,
that such funds shall be available for withdrawal on the Transfer Date following
the Record Date occurring in the Monthly Period in which such funds were
processed for collection. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Series 1996-1 Collection
Subaccount shall be deposited by the Servicer upon written notice to the Trustee
by the Seller in a separate deposit account with a Qualified Trust Institution
in the name of Servicer, which shall not constitute a part of the Trust, or
shall otherwise be turned over to the Servicer, not less frequently than
monthly; provided, however, that following the failure of the Servicer to make a
payment or deposit, which failure results in the occurrence of a Servicer
Default with respect to the Series 1996-1 Certificates, such interest and
earnings shall not be paid to the Servicer during the period such Servicer
Default is continuing, but shall be retained in, or deposited into, the Finance
Charge Account and shall be treated as Collections of Finance Charge Receivables
allocable to the Series 1996-1 Certificateholders. The Qualified Institution
shall maintain for the benefit of the Series 1996-1 Certificateholders and the
Servicer (as its interest appears herein), possession of any negotiable
instrument or security evidencing the Permitted Investments described in clause
(a) of the definition thereof relating to the Collection Account from the time
of purchase thereof until the time of maturity. Subject to the restrictions set
forth above, the Servicer, or a Person designated in writing by the Servicer,
shall instruct the applicable Qualified Institution in writing with respect to
the investment of funds on deposit in the Series 1996-1 Collection Subaccount.
For purposes of determining the availability of funds or the balances in the
Series 1996-1 Collection Subaccount for any reason under this Agreement, all
investment earnings on such funds (net of losses and expenses) shall be deemed
not to be available or on deposit.
17
SECTION 4.03. Establishment of Series 1996-1 Investor Accounts.
------------------------------------------------
(a) The Finance Charge Account and Principal Account. The Servicer,
------------------------------------------------
for the benefit of the Series 1996-1 Certificateholders shall establish and
maintain with a Qualified Trust Institution in the name of the Trustee, on
behalf of the Trust, two segregated trust accounts maintained in the corporate
trust department of such Qualified Trust Institution, and held in trust by such
Qualified Trust Institution (the "Finance Charge Account" and the "Principal
---------------------- ---------
Account," respectively), bearing a designation clearly indicating that the funds
- -------
therein are held in trust for the benefit of the Series 1996-1
Certificateholders. The Servicer, on behalf of the Trustee, at all times shall
maintain accurate records reflecting each transaction in the Principal Account
and the Finance Charge Account and that funds held therein shall at all times be
held in trust for the benefit of the Series 1996-1 Certificateholders. Pursuant
to the authority granted to it pursuant to subsection 3.01(b), the Servicer
shall have the power, revocable by the Trustee, to withdraw funds, and to
instruct the Trustee to withdraw funds, from the Finance Charge Account and
Principal Account for the purpose of carrying out its duties hereunder. All
such instructions from the Servicer to the Trustee shall be in writing;
provided, however, that the Servicer is entitled to give instructions to the
Trustee by facsimile.
(b) The Distribution Account. The Servicer, for the benefit of the
------------------------
Series 1996-1 Certificateholders, shall cause to be established and maintained
in the name of the Trustee, with an office or branch of a Qualified Trust
Institution (other than the Seller), a non-interest bearing segregated demand
deposit account maintained in the corporate trust department of such Qualified
Trust Institution, and held in trust by such Qualified Trust Institution (the
"Distribution Account") bearing a designation clearly indicating that the funds
- ---------------------
deposited therein are held in trust for the benefit of the Series 1996-1
Certificateholders. The Paying Agent shall have the revocable authority to make
withdrawals from the Distribution Account.
(c) Administration of the Finance Charge Account and Principal
------------------------------------------------ ---------
Account. Funds on deposit in the Principal Account and the Finance Charge
Account shall at all times be invested in Permitted Investments. Any such
investment shall mature and such funds shall be available for withdrawal on or
prior to the Transfer Date following the Record Date occurring in the Monthly
Period in which such funds were processed for collection. The Qualified Trust
Institution which holds the Principal Account and the Finance Charge Account
shall maintain for the benefit of the Series 1996-1 Certificateholders and the
Servicer, as their respective interests appear herein, possession of any
negotiable instrument or security evidencing the Permitted Investments relating
to the Principal Account or the Finance Charge Account, as the case may be,
described in clause (a) of the definition thereof from the time of purchase
thereof until the time of maturity. At the end of each month, all interest and
earnings (net of losses and investment expenses) on funds on deposit in the
Principal Account and the Finance Charge Account shall be deposited by the
Servicer upon written notice to the Trustee in a separate deposit account with a
Qualified Trust Institution in the name of the Servicer, which shall not
constitute a part of the Trust, or shall otherwise be turned over by the
Servicer not less frequently than monthly. Subject to the restrictions set
forth above, the Servicer, or a Person designated in writing by the Servicer,
shall instruct the Qualified Trust Institution which holds the Principal Account
and the Finance Charge Account in writing with respect to the investment of
funds on deposit in the Principal Account and the Finance Charge Account. For
purposes of
18
determining the availability of funds or the balances in the Finance Charge
Account and the Principal Account for any reason under this Agreement, all
investment earnings on such funds (net of losses and expenses) shall be deemed
not to be available or on deposit.
(d) No Qualified Trust Institution shall be eligible to be the
depository for any of the accounts established pursuant to this Section 4.03
unless it has agreed that, if it ceases to be a "Qualified Trust Institution",
then (i) such entity shall provide the Trustee, the Enhancement Provider, and
the Servicer with prompt written notice that it is no longer a "Qualified Trust
Institution" and (ii) transfer the funds deposited in each of the accounts in
the manner directed by the Servicer within 10 Business Days of the day on which
such entity ceased to be a "Qualified Trust Institution".
SECTION 4.04. Allocations.
-----------
(a) Allocation Adjustment. Unless the Servicer is depositing
---------------------
Collections monthly pursuant to Section 4.02(a) of the Agreement, on each
Collection Recomputation Date to and including the Collection Recomputation Date
after the Collection Recomputation Date referred to in clause (ii) below, the
Servicer shall recompute the allocations to the Series 1996-1 Certificates
previously made pursuant to subsections 4.01(d), 4.02(a), 4.02(b), 4.04(c),
4.04(d) and 4.04(e):
(i) in the case of a Collection Recomputation Date which occurs
prior to the Conversion Date, during each Billing Cycle which ended during
the preceding Monthly Period; and
(ii) in the case of the Collection Recomputation Date which occurs
in the Monthly Period in which the Conversion Date occurs, during each
Billing Cycle which ended during the preceding Monthly Period and on any
other Date of Processing during such Monthly Period;
(such allocations with respect to any such period, the "Estimated Allocations")
---------------------
based on the Collected Finance Charge Receivables and the Collected Principal
Receivables (such allocations with respect to any such period, the "Actual
------
Allocations"), and based on the Actual Allocations of Finance Charge Receivables
- -----------
and Principal Receivables not later than 11:00 a.m. New York City time on the
Transfer Date following such Collection Recomputation Date:
(A) make any necessary deposits or withdrawals with respect to the
Finance Charge Account, the Principal Account and the Series 1996-1
Retention Subaccount such that the amount on deposit in such Finance Charge
Account and such Principal Account with respect to such Monthly Period is
equal to the Actual Allocation of Finance Charge Receivables and the Actual
Allocation of Principal Receivables, respectively;
(B) pay to the Holder of the Exchangeable Seller Certificate any
underpayment with respect to allocations of Principal Receivables or
Finance Charge Receivables with respect to such Monthly Period;
19
(C) notify the Holder of the Exchangeable Seller Certificate of the
amount of any overpayment to such Holder and the Holder of the Exchangeable
Seller Certificate shall deposit into the Finance Charge Account, the
Principal Account or the Series 1996-1 Retention Subaccount, as the case
may be, as provided in the notice from the Servicer, the amount of any
overpayment to such Holder which such recomputation discloses; and
(D) for the purposes of administrative convenience, payments to be
made to the Holder of the Exchangeable Seller Certificate and deposits to
be made by the Holder of the Exchangeable Seller Certificate pursuant to
Section 4.04(a) may be netted against each other.
(b) It is the intention of the parties hereto that Section 4.04(a) be
construed so that the reallocation provided for therein shall result in the
Series 1996-1 Certificateholders and the Collateral Interest Holder on the one
hand and the Holder of the Exchangeable Seller Certificate on the other hand
being in the same position they would have been in if the Estimated Allocations
had been based upon actual Collections of Finance Charge Receivables and actual
Collections of Principal Receivables.
(c) 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, pay from the Collection
Account (or, if applicable, the Principal Account) the following amounts as set
forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing (or during such Monthly Period, as
applicable).
(ii) Deposit in the Series 1996-1 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date, an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Floating Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (iii) below.
20
(iii) If any other Principal Sharing Series is outstanding and in its
Amortization Period, retain in the Collection Account for application, to
the extent of any Principal Shortfall with respect to such other Principal
Sharing Series, as Shared Principal Collections on the related Transfer
Date, and otherwise pay to the Holder of the Exchangeable Seller
Certificate, an amount equal to (A) the product of (1) the applicable
Investor Percentage on the Date of Processing of such Collections (or as
determined on the applicable Determination Date with respect to the
preceding Monthly Period if the Servicer is depositing Collections monthly
pursuant to Section 4.02(a) of the Agreement) and (2) the aggregate amount
of such Collections processed in respect of Principal Receivables on such
Date of Processing (or during such Monthly Period, as applicable) less (B)
the amount of Collections applied pursuant to clause (ii) above; provided,
however, that in the event that the amount to be paid to the Holder of the
Exchangeable Seller Certificate pursuant to this subsection 4.04(c)(iii)
with respect to any Date of Processing (or during such Monthly Period, as
applicable) exceeds (such excess hereinafter referred to as the "Excess
------
Amount") the Seller Interest (determined without regard to any amounts on
------
deposit in the Retention Account, "Excess Amounts", "Controlled Excess
Amounts" or such other amounts specified in the Supplement with respect to
any Series) on such Date of Processing (or at the close of business on the
last Business Day of such Monthly Period, as applicable) after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such date and the application of payments referred to in subsection
4.01(d), the Excess Amount shall be deposited into the Principal Account to
be treated, during any Amortization Period, as Available Principal
Collections for the first Monthly Period thereof unless otherwise provided
in this Section 4.04; further, provided, however, that in the event that,
on any Date of Processing (or at the close of business on the last Business
day of such Monthly Period, as applicable) on or after the Implementation
Date, the Retention Percentage is less than the Required Retention
Percentage, the Servicer shall, after giving effect to the transfer of the
Excess Amount required by the preceding proviso, deposit in the Series
1996-1 Retention Subaccount an amount equal to the amount otherwise payable
to the Holder of the Exchangeable Seller Certificate pursuant to this
clause 4.04(c)(iii). If, after the Implementation Date, on any
Determination Date with respect to an Amortization Period, the Seller's
Interest (as determined above) is less than zero, an amount equal to the
Principal Allocation Percentage of such deficiency (less amounts previously
deposited in the Principal Account with respect to such deficiency pursuant
to this subsection 4.04(c)(iii) and subsection 4.04(d)(iii)) shall be
transferred from the Series 1996-1 Retention Account to the Principal
Account to be applied as Available Principal Collections on the related
Transfer Date.
(iv) If, on any Business Day, (x) Excess Amounts are on deposit in the
Principal Account, and (y) after application of the Collections deposited
on such Business Day in accordance with subsections 4.01(d), 4.04(c)(iii)
and 4.04(d)(iii), the Seller Interest (determined without regard to any
amounts on deposit in the Retention Account, "Excess Amounts", "Controlled
Excess Amounts" or such other amounts specified in the Supplement with
respect to any Series) exceeds zero, (A) the Servicer shall, if such
Business Day occurs before the Implementation Date, withdraw, or instruct
the Trustee to withdraw, and in such case the Trustee shall withdraw, from
the Principal Account
21
funds in an amount equal to the lesser of (1) the Seller Interest (as
determined above) on such Business Day and (2) the Excess Amounts then on
deposit in the Principal Account and pay such funds to the Holder of the
Exchangeable Seller Certificate, and (B) if such Business Day occurs on or
after the Implementation Date and the Retention Percentage is greater than
the Required Retention Percentage, the Servicer shall withdraw, or instruct
the Trustee to withdraw, and in such case the Trustee shall withdraw, from
the Principal Account and pay to the Holder of the Exchangeable Seller
Certificate, funds in an amount equal to the lesser of (i) the Excess
Amounts then on deposit in the Principal Account and (ii) the product of
(x) the Pool Amount on such date of determination and (y) the amount by
which the Retention Percentage on such date of determination exceeds the
Required Retention Percentage on such date of determination.
(d) Allocations During the Controlled Amortization Period. During the
-----------------------------------------------------
Controlled Amortization Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account, pay
from the Collection Account (or, if applicable, the Principal Account) the
following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing (or during such Monthly Period, as
applicable);
(ii) Deposit in the Series 1996-1 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (iii) below.
(iii) Deposit in the Principal Account an amount, if any, equal to
(A) the product of (1) the applicable Investor Percentage on the Date of
Processing of such Collections (or as determined on the applicable
Determination Date with respect to the preceding Monthly Period if the
Servicer is depositing Collections monthly pursuant to Section 4.02(a) of
the Agreement) and (2) the aggregate amount of such Collections
22
processed in respect of Principal Receivables on such Date of Processing
(or during such Monthly Period, as applicable) (for any such Date of
Processing, a "Percentage Allocation") less (B) the amount of Collections
---------------------
applied pursuant to clause (ii) above; provided, however, that if the sum
of such Percentage Allocation and all preceding Percentage Allocations with
respect to the same Monthly Period (the "Monthly Total Percentage
------------------------
Allocation") exceeds the sum of the Controlled Amortization Amount and the
----------
Deficit Controlled Amortization Amount for such Monthly Period (the
"Controlled Distribution Amount"), then such excess (the "Controlled Excess
------------------------------- -----------------
Amount") shall not be treated as a Percentage Allocation and shall, if any
------
other Principal Sharing Series is outstanding and in its Amortization
Period, be retained in the Collection Account for application, to the
extent of any Principal Shortfall with respect to such Principal Sharing
Series, as Shared Principal Collections on the related Transfer Date, and
otherwise be paid to the Holder of the Exchangeable Seller Certificate up
to the Seller Interest (determined without regard to any amounts on deposit
in the Retention Account, "Excess Amounts", "Controlled Excess Amounts" or
such other amounts specified in the Supplement with respect to any Series)
and thereafter shall be applied in the manner described in the two
immediately following sentences; provided further, that if on the last day
of the Monthly Period the Monthly Total Percentage Allocation is less than
the Controlled Distribution Amount, then such deficit shall be the "Deficit
Controlled Amortization Amount" for the next succeeding Monthly Period and
the Monthly Total Percentage Allocation shall be deposited to the Principal
Account; further, provided, however, that the Deficit Controlled
Amortization Amount for the next succeeding Monthly Period shall be
recomputed following the latest Collection Recomputation Date related to
such Monthly Period, based on the adjustments, if any, made pursuant to
subsection 4.04(a). In the event that, on any Date of Processing on which
a Controlled Excess Amount exists, the Controlled Excess Amount exceeds the
Seller Interest (as determined above) after giving effect to the inclusion
in the Trust of all Receivables created on or prior to such Date of
Processing, the Controlled Excess Amount shall be deposited into the
Principal Account. In the event that, on any Date of Processing on or
after the Implementation Date in which a Controlled Excess Amount is on
deposit in the Principal Account, and the Retention Percentage is equal to
or less than the Required Retention Percentage, the Servicer shall, after
giving effect to the transfer of the Controlled Excess Amount referred to
in the preceding sentence, withdraw, or instruct the Trustee to withdraw,
and in such case the Trustee shall withdraw, from the Principal Account and
deposit in the Series 1996-1 Retention Subaccount an amount equal to the
amount otherwise payable to the Holder of the Exchangeable Seller
Certificate pursuant to this clause 4.04(d)(iii).
(iv) If, on any Business Day, (x) Controlled Excess Amounts are on
deposit in the Principal Account and (y) after application of the
Collections deposited on such Business Day in accordance with subsections
4.01(d), 4.04(c)(iii) and 4.04(d)(iii), the Seller Interest (determined
without regard to any amounts on deposit in the Retention Account, "Excess
Amounts", "Controlled Excess Amounts" or such other amounts specified in
the Supplement with respect to any Series) exceeds zero, (A) the Servicer
shall, if such Business Day occurs before the Implementation Date,
withdraw, or instruct the Trustee to withdraw, and in such case the Trustee
shall withdraw, from the Principal
23
Account funds in an amount equal to the lesser of (1) the Seller Interest
(as determined above) on such Business Day and (2) the Controlled Excess
Amounts then on deposit in the Principal Account, and pay such funds to the
Holder of the Exchangeable Seller Certificate, and (B) if such Business Day
occurs on or after the Implementation Date and the Retention Percentage is
equal to or greater than the Required Retention Percentage, the Servicer
shall withdraw, or instruct the Trustee to withdraw, and in such case the
Trustee shall withdraw, from the Principal Account and pay to the Holder of
the Exchangeable Seller Certificate, funds in an amount equal to the lesser
of (i) the Controlled Excess Amounts then on deposit in the Principal
Account and (ii) the product of (x) the Pool Amount on such date of
determination and (y) the amount by which the Retention Percentage on such
date of determination exceeds the Required Retention Percentage on such
date of determination.
(e) 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, pay from the
Collection Account the following amounts as set forth below:
(i) Deposit in the Finance Charge Account an amount equal to the
product of (A) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (B)
the aggregate amount of such Collections processed in respect of Finance
Charge Receivables on such Date of Processing (or during such Monthly
Period, as applicable).
(ii) Deposit in the Series 1996-1 Collection Subaccount for
application, to the extent required by Section 4.11, as Reallocated
Principal Collections on the related Transfer Date an amount equal to the
product of (A) the sum of the Class B Principal Percentage and the
Collateral Principal Percentage on the Date of Processing of such
Collections (or as determined on the applicable Determination Date with
respect to the previous Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement), (B) the
applicable Investor Percentage on the Date of Processing of such
Collections (or as determined on the applicable Distribution Date with
respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section 4.02(a) of the Agreement) and (C)
the aggregate amount of such Collections processed in respect of Principal
Receivables on such Date of Processing (or during such Monthly Period, as
applicable), and if on the related Determination Date such amounts are
determined to exceed Reallocated Principal Collections for the related
Transfer Date, the excess shall be applied on or before such Transfer Date
in accordance with clause (ii) below.
(iii) Deposit in the Principal Account an amount equal to (A) the
product of (1) the applicable Investor Percentage on the Date of Processing
of such Collections (or as determined on the applicable Determination Date
with respect to the preceding Monthly Period if the Servicer is depositing
Collections monthly pursuant to Section
24
4.02(a) of the Agreement) and (2) the aggregate amount of such Collections
processed in respect of Principal Receivables on such Date of Processing
(or during such Monthly Period, as applicable) less (B) the amount of
Collections applied pursuant to clause (ii) above; provided, however, that
after the date on which the Investor Interest has been reduced to zero, the
amount determined in accordance with this subparagraph (iii) shall, if any
other Principal Sharing Series is outstanding and in its Amortization
Period, be retained in the Collection Account for application, to the
extent necessary, as Shared Principal Collections on the related Transfer
Date, and otherwise be paid to the Holder of the Exchangeable Seller
Certificate up to the Seller Interest, and the excess if any, will be
allocated as a Principal Receivable in the manner provided in Article IV
excluding any allocations to Series 1996-1.
SECTION 4.05. Determination of Monthly Interest.
---------------------------------
(a) The amount of monthly interest ("Class A Monthly Interest")
------------------------
distributable from the Distribution Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
A Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
--------------------------
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest Shortfall with
respect to any Distribution Date is greater than zero, an additional amount
("Class A Additional Interest") equal to the product of (i) (A) a fraction, the
- -----------------------------
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class A Certificate Rate and
(ii) such Class A Interest Shortfall (or the portion thereof which has not been
paid to the Class A Certificateholders) shall be payable as provided herein with
respect to the Class A Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such Class A
Interest Shortfall is paid to the Class A Certificateholders. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
------------------------
distributable from the Distribution Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product of
(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
B Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
--------------------------
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available
25
to pay such Class B Monthly Interest on such Distribution Date. If the Class B
Interest Shortfall with respect to any Distribution Date is greater than zero,
an additional amount ("Class B Additional Interest") equal to the product of (i)
---------------------------
(A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
B Certificate Rate and (ii) such Class B Interest Shortfall (or the portion
thereof which has not been paid to the Class B Certificateholders) shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class B Interest Shortfall is paid to the Class
B Certificateholders. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.
(c) The amount of monthly interest distributable from the Distribution
Account to the Collateral Interest Holder, which shall be an amount equal to the
product of (i)(A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
-----
(B) the Collateral Rate in effect with respect to the related Interest Period,
times (ii) the Collateral Interest as of the close of business on the last day
- -----
of the preceding Monthly Period (the "Collateral Monthly Interest").
---------------------------
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest Payment
---------------------------
Shortfall"), of (x) the Collateral Monthly Interest for such Distribution Date
- ---------
over (y) the aggregate amount of funds allocated and available to pay such
Collateral Monthly Interest on such Distribution Date. If the Collateral
Interest Payment Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Collateral Additional Interest") equal to the
------------------------------
product of (i) (A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360, times
(B) the Collateral Rate and (ii) such Collateral Interest Payment Shortfall (or
the portion thereof which has not been paid to the Collateral Interest Holder)
shall be payable as provided herein with respect to the Collateral Interest on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Collateral Interest Payment Shortfall is paid to
the Collateral Interest Holder. Notwithstanding anything to the contrary
herein, Collateral Additional Interest shall be payable or distributed to the
Collateral Interest Holder only to the extent permitted by applicable law.
SECTION 4.06. Determination of Monthly Principal.
----------------------------------
(a) The amount of monthly principal ("Class A Monthly Principal") to
-------------------------
be transferred from the Principal Account to the Distribution Account with
respect to the Class A Certificates on each Transfer Date, beginning with the
first to occur of (i) the first Transfer Date with respect to a Rapid
Amortization Period, if any, and (ii) the first Transfer Date with respect to
the Class A Controlled Amortization Period, shall be equal to the least of (x)
the Available Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (y) for each Transfer Date with respect to the
Class A Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) the Class A Investor Interest on such
Transfer Date.
26
(b) The amount of monthly principal ("Class B Monthly Principal") to
-------------------------
be transferred from the Principal Account to the Distribution Account with
respect to the Class B Certificates on each Transfer Date, beginning with the
Transfer Date with respect to Class B Principal Commencement Date, shall be
equal to the least of (x) the Available Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
-----
Available Principal Collections to be applied to Class A Monthly Principal on
the related Distribution Date), (y) for each Transfer Date with respect to the
Class B Controlled Amortization Period, the Controlled Distribution Amount for
the related Distribution Date and (z) the Class B Investor Interest on such
Transfer Date.
(c) The amount of monthly principal (the "Collateral Monthly
------------------
Principal") to be distributed from the Principal Account to the Collateral
Interest Holder with respect to the Collateral Interest on each Transfer Date
shall be (A) during the Revolving Period following any reduction of the Required
Collateral Interest pursuant to clause (3) of the proviso in the definition
thereof an amount equal to the lesser of (1) the excess, if any, of the
Collateral Interest (after taking into account any adjustments to be made on
such Transfer Date pursuant to Sections 4.09 and 4.11) over the Required
Collateral Interest on such Transfer Date, or (2) the Available Principal
Collections on such Transfer Date or (B) during the Controlled Amortization
Period or Rapid Amortization Period an amount equal to the lesser of (1) the
excess, if any, of the Collateral Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.09 and 4.11)
over the Required Collateral Interest on such Transfer Date, or (2) the excess,
if any, of (i) the Available Principal Collections on such Transfer Date over
(ii) the sum of the Class A Monthly Principal and the Class B Monthly Principal
for such Transfer Date.
SECTION 4.07. Required Amount.
---------------
(a) With respect to each Transfer Date, on the related Determination
Date, the Servicer shall determine the amount (the "Class A Required Amount"),
-----------------------
if any, by which (a) the sum of (i) Class A Monthly Interest for the related
Distribution Date, (ii) any Class A Monthly Interest previously due but not paid
to the Class A Certificateholders on a prior Distribution Date, (iii) any Class
A Additional Interest for the related Distribution Date and any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iv) the Class A Servicing Fee
for such Transfer Date, (v) any Class A Servicing Fee previously due but not
paid to the Servicer, and (vi) the Class A Investor Default Amount, if any, for
such Transfer Date exceeds (b) the Class A Available Funds. In the event that
the Class A Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A
Required Amount on the date of computation.
(b) With respect to each Transfer Date, on the related Determination
Date, the Servicer shall determine the amount (the "Class B Required Amount"),
-----------------------
if any, by which (a) the sum of (i) Class B Monthly Interest for the related
Distribution Date, (ii) any Class B Monthly Interest previously due but not paid
to the Class B Certificateholders on a prior Distribution Date, (iii) any Class
B Additional Interest for the related Distribution Date and any Class A
Additional Interest previously due but not paid to the Class B
Certificateholders on a prior
27
Distribution Date, (iv) the Class B Servicing Fee for such Transfer Date, (v)
any Class B Servicing Fee previously due but not paid to the Servicer, and (vi)
the Class B Investor Default Amount, if any, for such Transfer Date exceeds (b)
the Class B Available Funds. In the event that the Class B Required Amount for
such Transfer Date is greater than zero, the Servicer shall give written notice
to the Trustee of such positive Class B Required Amount on the date of
computation.
SECTION 4.08. Application of Class A Available Funds, Class B
-----------------------------------------------
Available Funds, Collateral Available Funds and Available Principal Collections.
- -------------------------------------------------------------------------------
The Servicer shall apply, or shall cause the Trustee to apply, on each Transfer
Date, Class A Available Funds, Class B Available Funds, Collateral Available
Funds on deposit in the Finance Charge Account and Available Principal
Collections on deposit in the Principal Account, in each case with respect to
such Transfer Date, to make the following distributions:
(a) On each Transfer Date, an amount equal to the Class A Available
Funds with respect to such Transfer Date will be distributed in the
following priority:
(i) an amount equal to Class A Monthly Interest for the
related Distribution Date, plus the amount of any Class A Monthly
----
Interest previously due but not distributed to Class A
Certificateholders on a prior Distribution Date, plus the amount of
----
any Class A Additional Interest for such Distribution Date and any
Class A Additional Interest previously due but not distributed to
Class A Certificateholders on a prior Distribution Date, shall be
transferred to the Distribution Account for payment to the Class A
Certificateholders;
(ii) an amount equal to the Class A Servicing Fee for such
Transfer Date, plus the amount of any Class A Servicing Fee previously
----
due but not distributed to the Servicer on a prior Transfer Date,
shall be distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in accordance with
Section 4.02 of the Agreement);
(iii) an amount equal to the Class A Investor Default Amount
for such Transfer Date shall be treated as a portion of Available
Principal Collections for such Transfer Date and deposited into the
Principal Account; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(b) On each Transfer Date, an amount equal to the Class B Available
Funds with respect to such Transfer Date will be distributed in the
following priority:
(i) an amount equal to Class B Monthly Interest for the
related Distribution Date, plus the amount of any Class B Monthly
----
Interest previously due but not distributed to Class B
Certificateholders on a prior Distribution Date, plus the amount of
----
any Class B Additional Interest for such Distribution Date and any
Class B Additional Interest previously due but not distributed to
Class B
28
Certificateholders on a prior Distribution Date, shall be transferred
to the Distribution Account for payment to the Class B
Certificateholders;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee previously
----
due but not distributed to the Servicer on a prior Transfer Date,
shall be distributed to the Servicer (unless such amount has been
netted against deposits to the Collection Account in accordance with
Section 4.02 of the Agreement); and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(c) On each Transfer Date an amount equal to the Collateral Available
Funds with respect to the Distribution Date will be distributed in the
following priority:
(i) during any period in which neither Chase USA nor an
affiliate thereof is Servicer, an amount equal to the Collateral
Interest Servicing Fee for such Transfer Date plus the amount of any
Collateral Interest Servicing Fee due but not paid to the Servicer on
any prior Transfer Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection Account
in accordance with Section 4.02 of the Agreement); and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.10.
(d) On each Transfer Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections deposited in the
Principal Account for the related Monthly Period up to an amount equal to
Collateral Monthly Principal for such Transfer Date will be distributed to
the Collateral Interest Holder in accordance with the Loan Agreement and
the remainder of such Collections shall be treated as Shared Principal
Collections and applied in accordance with Section 4.13.
(e) On each Transfer Date with respect to the Controlled
Amortization Period or a Rapid Amortization Period, an amount equal to the
Available Principal Collections deposited in the Principal Account for the
related Monthly Period will be applied in the following priority:
(i) an amount equal to Class A Monthly Principal for the
related Distribution Date, up to the Class A Investor Interest on such
Transfer Date, shall be transferred to the Distribution Account for
payment to the Class A Certificateholders;
(ii) for each Transfer Date beginning on the Class B
Principal Commencement Date, an amount equal to Class B Monthly
Principal for the related Distribution Date, up to the Class B
Investor Interest on such Transfer
29
Date, shall be transferred to the Distribution Account for payment to
the Class B Certificateholders; and
(iii) for each Transfer Date, after giving effect to paragraphs
(i) and (ii) above, an amount equal to the balance, if any, of such
Available Principal Collections then on deposit in the Collection
Account up to an amount equal to Collateral Monthly Principal for such
Distribution Date shall be distributed to the Collateral Interest
Holder in accordance with the Loan Agreement and the remainder of such
Collections shall be treated as Shared Principal Collections and
applied in accordance with Section 4.13 hereof.
SECTION 4.09. Defaulted Amounts; Investor Charge-Offs.
---------------------------------------
(a) On each Determination Date, the Servicer shall calculate the Class
A Investor Default Amount, if any, for the related Transfer Date. If, on any
Transfer Date, the Class A Required Amount for the related Monthly Period
exceeds the sum of (x) the sum of Reallocated Class B Principal Collections and
Reallocated Collateral Principal Collections with respect to such Monthly Period
and (y) the amount of Excess Spread and the Excess Finance Charge Collections
allocable to Series 1996-1 with respect to such Monthly Period, the Collateral
Interest (after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such Distribution Date) will be reduced
by the amount of such excess, but not by more than the lesser of the Class A
Investor Default Amount and the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Collateral
Principal Collections on such Distribution Date) for such Transfer Date. In the
event that such reduction would cause the Collateral Interest to be a negative
number, the Collateral Interest shall be reduced to zero and the Class B
Investor Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections on such
Distribution Date) will be reduced, as of the related Distribution Date, by the
amount by which the Collateral Interest would have been reduced below zero. In
the event that such reduction would cause the Class B Investor Interest to be a
negative number, the Class B Investor Interest shall be reduced to zero and the
Class A Investor Interest shall be reduced by the amount by which the Class B
Investor Interest would have been reduced below zero, but not by more than the
excess, if any, of the Class A Investor Default Amount for such Transfer Date
over the aggregate amount of the reductions, if any, of the Collateral Interest
and the Class B Investor Interest for such Distribution Date (a "Class A
-------
Investor Charge-Off"). Class A Investor Charge-Offs shall thereafter be
- -------------------
reimbursed and the Class A Investor Interest increased (but not by an amount in
excess of the aggregate unreimbursed Class A Investor Charge-Offs) on any
Distribution Date by the amount of Excess Spread and Excess Finance Charge
Collections allocated and available on the related Transfer Date for that
purpose pursuant to Section 4.10(b). References to "negative numbers" above
shall be determined without regard to the requirement that the Invested Amount
of a Class shall not be reduced below zero.
(b) On each Determination Date, the Servicer shall calculate the Class
B Investor Default Amount, if any, for the related Transfer Date. If, on any
Transfer Date, the Class B Investor Default Amount for such Distribution Date
exceeds the Excess Spread and Excess Finance Charge Collections with respect to
the related Monthly Period which are
30
allocated and available to pay such amount pursuant to Section 4.10(e) and not
required to be applied pursuant to clause (a) above, the Collateral Interest
(after giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date and any adjustments with
respect thereto as described in subsection 4.09(a) above) will be reduced, as of
the related Distribution Date, by the amount of such excess but not by more than
the lesser of the Class B Investor Default Amount and the Collateral Interest
(after giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date and any adjustments with
respect thereto as described in subsection 4.09(a) above) for such Transfer
Date. In the event that such reduction would cause the Collateral Interest to
be a negative number, the Collateral Interest shall be reduced to zero and then
the Class B Investor Interest shall be reduced by the amount of the excess, but
not by more than the excess of the Class B Investor Default Amount over the
aggregate amount of reductions, if any, of the Collateral Interest (other than
reductions pursuant to clause (a) above) for such Distribution Date (a "Class B
-------
Investor Charge-Off"). Class B Investor Charge-Offs shall thereafter be
- -------------------
reimbursed and the Class B Investor Interest increased as of the related
Distribution Date (but not by an amount in excess of the aggregate unreimbursed
Class B Investor Charge-Offs) on any Transfer Date by the amount of Excess
Spread and Excess Finance Charge Collections allocated and available for that
purpose pursuant to Section 4.10(f). References to "negative numbers" above
shall be determined without regard to the requirement that the Invested Amount
of a Class shall not be reduced below zero.
(c) On or before each Transfer Date, the Servicer shall calculate the
Collateral Default Amount. If on any Transfer Date, the Collateral Default
Amount for the prior Monthly Period exceeds the amount of Excess Spread and
Excess Finance Charge Collections which are allocated and available to fund such
amount pursuant to subsection 4.10(i), the Collateral Interest will be reduced
by the amount of such excess but not by more than the lesser of the Collateral
Default Amount and the Collateral Interest for such Distribution Date (a
"Collateral Charge-Off"). The Collateral Interest will after any reduction
- ----------------------
pursuant to this Section 4.09 be reimbursed on any Distribution Date by the
amount of the Excess Spread allocated and available on the related Transfer Date
for that purpose as described under subsection 4.10(j).
SECTION 4.10. Excess Spread; Excess Finance Charge Collections. The
------------------------------------------------
Servicer shall apply, or shall cause the Trustee to apply, on each Transfer
Date, Excess Spread and Excess Finance Charge Collections allocated to Series
1996-1 with respect to the related Monthly Period, to make the following
distributions in the following order of priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be transferred by the Trustee to fund
any deficiency pursuant to Sections 4.08(a)(i), (ii) and (iii); provided,
however, that in the event the Class A Required Amount for such Transfer
Date exceeds the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 1996-1, such Excess Spread and Excess
Finance Charge Collections shall be applied first to pay amounts due with
respect to such Transfer Date pursuant to Section 4.08(a)(i), second, to
pay the Class A Servicing Fee pursuant to Section 4.08(a)(ii) and third to
pay the Class A Investor Default Amount for such Transfer Date pursuant to
Section 4.08(a)(iii);
31
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in
Section 4.09(a) (after giving effect to the allocation on such Transfer
Date of any amount for that purpose pursuant to Section 4.09(a)) shall be
deposited in the Principal Account and treated as a portion of Available
Principal Collections for such Transfer Date;
(c) an amount equal to the sum of (i) any Class B Monthly Interest to
become due on the related Distribution Date but not funded from amounts
transferred to the Distribution Account on such Transfer Date and any Class
B Monthly Interest not distributed to the Class B Certificateholders on a
prior Distribution Date and (ii) the amount of any Class B Additional
Interest previously due but not funded from amounts transferred to the
Distribution Account on such Transfer Date and any Class B Additional
Interest not distributed to the Class B Certificateholders on a prior
Distribution Date, after giving effect to the allocation in Section
4.08(b)(i), shall be transferred to the Distribution Account for payment to
the Class B Certificateholders;
(d) an amount equal to any Class B Servicing Fees due but not paid to
the Servicer either on such Transfer Date or a prior Transfer Date shall be
paid to the Servicer;
(e) an amount equal to the Class B Investor Default Amount for such
Transfer Date shall be deposited in the Principal Account and treated as a
portion of Available Principal Collections for such Transfer Date;
(f) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced pursuant to clauses (c), (d) and (e) of
the definition of "Class B Investor Interest" in this Series Supplement
(but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be deposited in the Principal Account
and treated as a portion of Available Principal Collections for such
Transfer Date;
(g) an amount equal to the Collateral Monthly Interest for the related
Distribution Date, plus the amount of any Collateral Monthly Interest
----
previously due but not distributed to the Collateral Interest Holder on a
prior Distribution Date, plus the amount of any Collateral Additional
----
Interest for such Distribution Date and any Collateral Additional Interest
previously due but not distributed to the Collateral Interest Holder on a
prior Distribution Date shall be deposited in the Distribution Account for
payment to the Collateral Interest Holder in accordance with the Loan
Agreement;
(h) an amount equal to any Monthly Investor Servicing Fees due but not
paid to the Servicer either on such Transfer Date or on a prior Transfer
Date shall be paid to the Servicer;
(i) an amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period shall be deposited in the Principal Account and
treated as a portion of Available Principal Collections for such Transfer
Date;
32
(j) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for
reasons other than the payment of principal to the Collateral Interest
Holder (but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) shall be deposited into the Principal
Account and treated as a portion of Available Principal Collections for
such Transfer Date;
(k) an amount equal to the aggregate of any other amounts then
payable (including any such amounts payable only when funds are available
therefor), other than any such amounts that may be payable to the Seller,
pursuant to the Loan Agreement (to the extent such amounts are payable
pursuant to the Loan Agreement out of Excess Finance Charge Collections and
Excess Spread) shall be distributed to the Collateral Interest Holder for
application in accordance with the Loan Agreement; and
(l) [Reserved]
(m) the balance, if any, will constitute a portion of Excess Finance
Charge Collections for such Distribution Date and will be available for
allocation to other Series in Group One or to the Holder of the Seller
Certificate as described in Section 4.12.
SECTION 4.11. Reallocated Principal Collections. On or before each
---------------------------------
Transfer Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw from the
---------
Series 1996-1 Collection Subaccount and apply the Reallocated Principal
Collections for such Transfer Date to make the following distributions on each
Distribution Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections with respect
to the related Monthly Period shall be applied pursuant to subsections
4.08(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available to the Class B Certificates pursuant to subsections 4.10(c), (d)
and (e) on such Transfer Date shall be applied pursuant to subsections
4.08(b)(i), (ii) and 4.10(e).
On each Distribution Date, the Collateral Interest shall be reduced by
the amount of Reallocated Principal Collections for the Transfer Date preceding
such Distribution Date. In the event that such reduction would cause the
Collateral Interest (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Interest (after
giving effect to any Collateral Charge-Offs for such Distribution Date) shall be
reduced to zero and the Class B Investor Interest shall be reduced by the amount
by which the Collateral Interest would have been reduced below zero. In the
event that the reallocation of Reallocated Principal Collections would cause the
Class B Investor Interest (after giving effect to any Class B Investor Charge-
Offs for such Distribution Date) to be a negative number on any
33
Distribution Date, Reallocated Principal Collections shall be reallocated on the
related Transfer Date in an aggregate amount not to exceed the amount which
would cause the Class B Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Distribution Date) to be reduced to zero.
References to "negative numbers" above shall be determined without regard to the
requirement that the Invested Amount of a Class not be reduced below zero.
SECTION 4.12. Group One Excess Finance Charge Collections. Series
-------------------------------------------
1996-1 shall be included in Group One. Excess Finance Charge Collections with
respect to all Series in Group One for any Transfer Date will be allocated to
Series 1996-1 in the event that Series 1996-1 has not produced Excess Finance
Charge Collections with respect to such Transfer Date in an amount equal to the
product of (x) the aggregate amount of Excess Finance Charge Collections with
respect to all the Series in Group One for such Transfer Date and (y) a
fraction, the numerator of which is the Investor Interest for Series 1996-1 for
such Transfer Date and the denominator of which is the aggregate amount of
Investor Interests (as defined in each Supplement) for all Series which have not
produced Excess Finance Charge Collections with respect to such Transfer Date.
Any Excess Finance Charge Collections allocated to a Series in Group One which,
when applied under this Section and the applicable Series Supplement, would
produce Excess Finance Charge Collections with respect to such Series for such
Transfer Date shall, to the extent of such latter excess, be paid to the Holder
of the Seller Certificate. The sharing of Excess Finance Charge Collections
among Series in Group One will cease if the Seller shall deliver to the Trustee
an Officer's Certificate to the affect that, in the reasonable belief of the
Seller, the continued sharing of Excess Finance Charge Collections among Series
in Group One would have adverse regulatory implications with respect to the
Seller.
SECTION 4.13. Shared Principal Collections. Shared Principal
----------------------------
Collections for any Transfer Date will be allocated to Series 1996-1 in an
amount equal to the product of (x) the aggregate amount of Shared Principal
Collections with respect to all Principal Sharing Series for such Transfer Date
and (y) a fraction, the numerator of which is the Principal Shortfall for Series
1996-1 for such Transfer Date and the denominator of which is the aggregate
amount of Principal Shortfalls for all the Series which are Principal Sharing
Series for such Transfer Date. The "Principal Shortfall" for Series 1996-1 will
be equal to (a) for any Distribution Date with respect to the Revolving Period,
zero, (b) for any Transfer Date with respect to the Controlled Amortization
Period, the excess, if any, of, prior to the date on which the Series 1996-1
Certificates are paid in full, the Controlled Distribution Amount with respect
to such Distribution Date and, thereafter, the Collateral Interest, over, in
either case, the amount of Available Principal Collections for such Distribution
Date (excluding any portion thereof attributable to Shared Principal
Collections) and (c) for any Distribution Date with respect to a Rapid
Amortization Period, the excess, if any, of the Investor Interest over the
amount of Available Principal Collections for such Transfer Date (excluding any
portion thereof attributable to Shared Principal Collections). "Principal
---------
Shortfall" for other Series in Group One shall have the meaning set forth in the
- ---------
related Series Supplement.
34
SECTION 4.14. Determination of LIBOR.
----------------------
(a) On each LIBOR Determination Date, the Trustee, or the Paying Agent
on behalf of the Trustee, will determine LIBOR on the basis of the rate for one-
month United States dollar deposits that appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. If such rate does not appear on Telerate
Page 3750, the rate for that date will be determined on the basis of the rates
at which one-month United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market. The Trustee, or the Paying Agent on behalf of the Trustee,
will request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two such quotations are provided,
the rate for that date will be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that date will be
the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on
that day for one-month loans in United States dollars to leading European banks.
If on the LIBOR Determination Date, the banks selected by the Trustee are not
quoting as described above, LIBOR for such Interest Period will be LIBOR as
determined on the previous LIBOR Determination Date.
(b) On each LIBOR Determination Date, the Trustee, or the Paying Agent
on behalf of the Trustee, shall send to the Servicer by facsimile notification
of LIBOR for the following Interest Period.
SECTION 4.15. [Reserved]
SECTION 4.16. Time of Deposits and Withdrawals. Any deposit,
--------------------------------
withdrawal, transfer or other payment required to be made to or from the
Collection Account, Finance Charge Account, Principal Account, Distribution
Account or Series 1996-1 Retention Subaccount shall be deemed to occur when the
instructions with respect to such deposit, withdrawal, transfer or other payment
have been transmitted over the applicable automated payment system.
SECTION 4.17. Conversion from Collections during Billing Cycles to
----------------------------------------------------
Collections during Monthly Periods.
- ----------------------------------
(a) The Servicer may deliver to the Trustee and the Rating Agency a
notice that it has changed the software that it uses to service the Accounts and
that, effective as of a certain date specified in such notice (the "Notice
------
Date"), and on each day thereafter, the Servicer is able to calculate the
aggregate amount of Receivables, Finance Charge Receivables and Principal
Receivables effective as of any date of determination, and is not limited to
calculating such amounts by reference to the amount thereof as of the end of
each Billing Cycle. The "Conversion Date" shall occur on the later of:
---------------
(i) the first day of any Monthly Period specified in such notice;
(ii) the first day of any Monthly Period following the amendment of
the Agreement such that:
35
(A) the Aggregate Receivables, Aggregate Finance Charge
Receivables and Aggregate Principal Receivables on any date of
determination shall equal the aggregate amount hereof as of the close
of business on the last day of the Monthly Period preceding such date
of determination;
(B) Collections which are available for distribution on any
Transfer Date shall be based on Collections received during the
preceding Monthly Period, not on Collections received during Billing
Cycles which ended during the preceding Monthly Period;
(C) the Agreement no longer refers to Collections received or
allocated during Billing Cycles;
(D) the Portfolio Yield for the Monthly Period in which the
Conversion Date occurs shall be adjusted, if necessary, to compensate
for any distortion in the Portfolio Yield resulting from such
conversion; and
(E) such other matters as may be required by the Trustee, the
Rating Agency or the Servicer to accomplish the intent of the
foregoing;
provided, however, that the Rating Agency shall have confirmed in writing that
such amendment will not result in the Rating Agency's reducing or withdrawing
its rating on any then outstanding Series rated by it.
(b) Notwithstanding anything contained in the Agreement to the
contrary, the Agreement may be amended pursuant to Section 13.01(a)(i) from time
to time by the Seller, the Servicer and the Trustee and without the consent of
the Certificateholders, (i) to amend the reallocation provisions of Section
4.02(b) and Section 4.04 to accomplish the intention expressed in Section
4.04(b), and (ii) to accomplish the intention expressed in Section 4.17(a).
Such amendment may also amend the provisions of the Agreement regarding the
Retention Account in order to continue the operation of such Account, modify the
provisions regarding deposits into or withdrawals from such Account (provided
that only amounts which would otherwise be payable to the Holder of the
Exchangeable Seller Certificate may be used to fund such Account) and provided
that funds therein may be treated as Principal Receivables for purposes of
satisfying the Minimum Seller Interest and Minimum Aggregate Principal
Receivables requirements of Section 2.06(a) and 6.09(b).
(c) On the Determination Date related to the Conversion Month, the
Servicer shall withdraw, or instruct the Trustee to withdraw, and the Trustee,
acting in accordance with such instructions shall, withdraw and pay to the
Holder of the Exchangeable Seller Certificate on the succeeding Transfer Date,
an amount equal to the amount by which (i) the Collections of Finance Charge
Receivables processed during each Billing Cycle which ended during the
Conversion Month and Collections of Finance Charge Receivables processed on any
other Date of Processing during the Conversion Month, in each case which are
allocated to the Investor Interest and deposited in the Finance Charge Account
pursuant to Article IV, exceeds (ii) the Available Finance Charge Collections
for the Conversion Month.
36
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
(THE FOLLOWING PORTION OF THIS
ARTICLE IS APPLICABLE ONLY TO SERIES 1996-1.)
SECTION 5.01. Distributions. On each Distribution Date, the Paying
-------------
Agent shall distribute (in accordance with the certificate delivered by the
Servicer to the Trustee pursuant to Section 3.04(b)) to each Series 1996-1
Certificateholder of record on the immediately preceding Record Date and the
Collateral Interest Holder (other than as provided in Section 2.04(e) or Section
12.03 hereof respecting a final distribution) such Certificateholder's pro rata
--- ----
share (based on the aggregate Undivided Interests represented by Series 1996-1
Certificates held by such Certificateholder and the Collateral Interest Holder)
of amounts on deposit in the Distribution Account as are payable to the Series
1996-1 Certificateholders of such Class pursuant to Sections 4.08 and 4.10
hereof by check mailed to each Certificateholder except that (i) with respect to
Certificates registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds and (ii) with respect
to the Collateral Interest, such distribution shall be made in accordance with
the Loan Agreement.
SECTION 5.02. Monthly Certificateholders' Statement.
-------------------------------------
(a) On or before each Distribution Date, the Paying Agent shall
forward to each Series 1996-1 Certificateholder, the Rating Agency and any
Series 1996-1 Certificate Owner, upon the written request of such Series 1996-1
Certificate Owner, a statement substantially in the form of Exhibit C hereto
prepared by the Servicer setting forth among other things the following
information (which, in the case of subclauses (i), (ii) and (iii) 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):
(i) the total amount distributed on such Distribution Date;
(ii) the amount of such distribution, if any, allocable to
Certificate Principal of each Class;
(iii) the amount of such distribution allocable to Certificate
Interest of each Class;
(iv) the amount of Collections of Principal Receivables processed
during (A) the Billing Cycles which ended during the preceding Monthly
Period, (B) the Billing Cycles which ended during the preceding Monthly
Period and on any other Date of Processing during such Monthly Period or
(C) the preceding Monthly Period, as appropriate, and allocated in respect
of the Series 1996-1 Certificates;
37
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Class A Investor Interest, the Class B Investor Interest, the
Collateral Interest as a percentage of the aggregate amount of Principal
Receivables in the Trust as of the end of the day on the last day of the
preceding Monthly Period, the Class A Floating Percentage, the Class B
Floating Percentage, the Class B Principal Percentage, the Collateral
Floating Percentage and the Collateral Principal Percentage;
(vi) the aggregate outstanding balance of Accounts which are up to
29, 30-59, 60-89 and 90 or more days delinquent in accordance with the
Servicer's then existing Account Guidelines as of the end of the day on the
last day of,the related Billing Cycle which ended during the preceding
Monthly Period;
(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount, the Class B Investor Default Amount and the Collateral
Default Amount, in each case for the preceding Monthly Period;
(viii) the Investor Charge Offs, Class A Charge Offs, Class B Charge
Offs and Collateral Charge Offs for the preceding Monthly Period;
(ix) the Investor Charge Offs, Class A Charge Offs, Class B Charge
Offs and Collateral Charge Offs reimbursed on the Transfer Date immediately
preceding such Distribution Date;
(x) the Investor Monthly Servicing Fee, Class A Monthly Servicing
Fee, Class B Monthly Servicing Fee and Collateral Monthly Servicing Fee for
the preceding Monthly Period;
(xi) the Available Collateral Interest and the Required Collateral
Interest, each as of the close of business on such Distribution Date;
(xii) the aggregate amount of Collections of Finance Charge
Receivables during (A) the Billing Cycles which ended during the preceding
Monthly Period, (B) the Billing Cycles which ended during the preceding
Monthly Period and on any other Date of Processing during such Monthly
Period or (C) the preceding Monthly Period, as appropriate, and allocated
in respect of the Series 1996-1 Certificates;
(xiii) the Deficit Controlled Amortization Amount; and
(xiv) the Pool Factor as of the preceding Record Date.
The Monthly Certificateholders' Statement, the Monthly Payment
Instructions and Notification to the Trustee and the Servicer's Certificate
shall be substantially in the form of Exhibits C, B and D, respectively, hereto,
------------- -
with such changes as the Servicer may determine to be necessary or desirable;
provided, however, that no such change shall serve to exclude information
required by this subsection 5.02(a). The Servicer shall, upon making such
determination, deliver to the Trustee and the Rating Agency an Officer's
Certificate to which
38
shall be annexed the form of such Exhibit, as so changed. Upon the delivery of
such Officer's Certificate to the Trustee, such Exhibit, as so changed, shall
for all purposes of this Agreement constitute such Exhibit. The Trustee may
conclusively rely upon such Officer's Certificate as to such change conforming
to the requirements of this Agreement.
(b) Annual Certificateholders' Tax Statement. On or before January 31
----------------------------------------
of each calendar year, beginning with calendar year 1997, the Servicer shall
furnish to the Paying Agent, who shall distribute to each Person who at any time
during the preceding calendar year was a Series 1996-1 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 1996-1 Certificateholders, as
set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
1996-1 Certificateholder, together with such other customary information
(consistent with the treatment of the Certificates as debt) as the Trustee or
the Servicer deems necessary or desirable to enable the Series 1996-1
Certificateholders to prepare their tax returns. Such obligations of the Paying
Agent shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
SECTION 9. Series 1996-1 Pay Out Events. If any one of the following
----------------------------
events shall occur during the Revolving Period or the Controlled Amortization
Period with respect to the Series 1996-1 Certificates:
(a) failure on the part of the Seller or the Holder of the
Exchangeable Seller Certificate (i) to make any payment or deposit required
by the terms of (A) the Agreement relating to the Series 1996-1
Certificates, 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 Seller set forth in the Agreement, which
failure has a material adverse effect on the Series 1996-1
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 Seller by the Trustee, or to
the Seller and the Trustee by the Enhancement Provider or the Holders of
Series 1996-1 Certificates evidencing Undivided Interests aggregating not
less than 50% of the Investor Interest of this Series 1996-1, and continues
to affect materially and adversely the interests of the Series 1996-1
Certificateholders for such period;
(b) any representation or warranty made by the Seller in the
Agreement, including this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Seller pursuant to Section 2.01, 2.06 or 3.04(c), (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 Seller by the Trustee, or to
the Seller and the Trustee by the Enhancement Provider or the Holders of
the Series 1996-1 Certificates evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of
39
this Series 1996-1, and (ii) as a result of which the interests of the
Series 1996-1 Certificateholders are materially and adversely affected and
continue to be materially and adversely affected for such period; provided,
however, that a Series 1996-1 Pay Out Event pursuant to this subsection
9.01(b) shall not be deemed to have occurred hereunder if the Seller has
accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the
provisions hereof;
(c) the Portfolio Yield averaged for any three consecutive Monthly
Periods is reduced to a rate which is less than the Base Rate averaged over
the same three Monthly Periods;
(d) the Seller shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(e) any Servicer Default shall occur which would have a material
adverse effect on the Holders of the Series 1996-1 Certificates;
then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period set forth in such subparagraphs, either the Trustee
or the Holders of Series 1996-1 Certificates evidencing Undivided Interests
aggregating more than 50% of the Investor Interest of this Series by notice then
given in writing to the Seller and the Servicer (and to the Trustee if given by
the Certificateholders) may declare that a pay out event (a "Series 1996-1 Pay
-----------------
Out Event") has occurred and shall be deemed to have occurred as of the date of
- ---------
such notice, and in the case of any event described in subparagraphs (c) or (d),
a Series 1996-1 Pay Out Event shall occur without any notice or other action on
the part of the Trustee, the Enhancement Provider or the Series 1996-1
Certificateholders immediately upon the occurrence of such event.
SECTION 10. Series 1996-1 Termination.
-------------------------
In the event that the final distribution of principal and interest to
the Series 1996-1 Certificateholders has not occurred before the Distribution
Date occurring in the second month preceding the month in which the Scheduled
Series 1996-1 Termination Date occurs (the "Extension Date"), the right of
--------------
Series 1996-1 Certificateholders to receive payments from the Trust may, by vote
of the Holders of Series 1996-1 Certificates evidencing Undivided Interests
aggregating not less than 66 2/3% of the Investor Interest of any Class of this
Series prior to the Transfer Date in the month immediately preceding the month
in which the Scheduled Series 1996-1 Termination Date occurs, be extended until
the earlier of (i) the April 2002 Distribution Date or (ii) the day after the
Distribution Date following the date on which funds shall have been deposited in
the Distribution Account sufficient to pay the Investor Interest plus Series
1996-1 Certificate interest accrued through and including the last day of the
month preceding the month in which such Distribution Date occurs (the "Series
------
1996-1 Final Termination Date"). The Trustee shall notify the Series 1996-1
- -----------------------------
Certificateholders, by notice given by first-class mail to such Series 1996-1
Certificateholders at their addresses as they appear on the Certificate
Register, no later than the Extension Date, that: (i) unless the requisite
percentage of Holders of Series 1996-1 Certificates as of the Record Date
immediately succeeding the Extension Date vote to extend the right of the Series
1996-1
40
Certificateholders to receive payments from the Trust until the Final Series
1996-1 Termination Date prior to the Transfer Date in the month immediately
preceding the month in which the Scheduled Series 1996-1 Termination Date
occurs, the right of the Series 1996-1 Certificateholders from the Trust will
terminate on the Scheduled Series 1996-1 Termination Date; and (ii) (unless the
Rating Agency notifies the Trustee to the contrary prior to such Record Date)
that the ratings assigned to the Series 1996-1 Certificates by the Rating Agency
will be withdrawn on the Scheduled Series 1996-1 Termination Date. In the event
that the Series 1996-1 Certificateholders of any Class vote to extend the right
of the Series 1996-1 Certificateholders to receive payments from the Trust, the
Servicer shall continue to collect payments on the Receivables and apply such
Collections as provided in Article IV, and the Series 1996-1 Certificates of
each Class shall be treated as a single Class of Class A Certificates for all
purposes of this Series Supplement except that the interest rate for each Class
shall continue to be the respective rate provided herein for such Class.
SECTION 11. Ratification and Reaffirmation of Pooling and Servicing
-------------------------------------------------------
Agreement. As supplemented by this Series Supplement, the Agreement is in all
- ---------
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.
SECTION 12. Ratification and Reaffirmation of Representations and
-----------------------------------------------------
Warranties. Except as otherwise provided in the Agreement, each of the Seller,
- ----------
the Servicer and the Trustee hereby ratify and reaffirm its representations and
warranties contained in the Agreement as follows: (a) with respect to the
Seller, the representations and warranties contained in (i) Section 2.03, (ii)
Section 2.04(a) (with respect to the Agreement as supplemented by this Series
Supplement) and (iii) Section 2.04(b), (b) with respect to the Servicer, the
representations and warranties contained in Section 3.03 of the Agreement and
(c) with respect to the Trustee, the representations and warranties contained in
Section 11.15 of the Agreement, as though such representations and warranties
were made by such party at and as of the Closing Date.
SECTION 13. Rights Under Section 9.02. With respect to Series 1996-1
-------------------------
and any subsequently issued Series and the reference in Section 9.02(a) of the
Agreement to "instructions of Holders of Investor Certificates evidencing more
than 50% of the investor interest of any Series (or, with respect to any Series
with two or more Classes, 50% of any Class)", neither the Series 1996-1
Certificateholders nor any Class thereof shall be deemed to have given such
instructions unless Holders of not less than 50% of the Investor Interest of
Series 1996-1 and each Class thereof together with Holders of not less than 50%
of the investor interest of each other Series issued subsequent to January 1,
1995 and each Class thereof give such instructions.
SECTION 14. No Subordination. Notwithstanding the provisions
----------------
contained in Section 13.01 to the contrary, the Agreement may also be amended
from time to time by the Servicer, the Seller and the Trustee with the consent
of (a) the Holders of Series 1996-1 Certificates evidencing Undivided Interests
aggregating not less than 100% of the Class A Investor Interest and the Class B
Investor Interest and (b) the Collateral Interest Holder, for the purpose of (i)
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Series Supplement or (ii) modifying in any manner the rights
of the Investor
41
Certificateholders which would, in either case, result in the subordination of
the rights of the Series 1996-1 Certificateholders or the Collateral Interest
Holder to the rights of the Holders of any other Series.
SECTION 15. Repurchase of the Series 1996-1 Certificates. In the
--------------------------------------------
event of a breach of any of the representations and warranties set forth in
Section 12(a)(ii) of this Series Supplement, either the Trustee, or the Holders
of Series 1996-1 Certificates evidencing Undivided Interests aggregating more
than 50% of the Investor Interest, by notice then given in writing to the Seller
(and to the Trustee and the Servicer, if given by the Series 1996-1
Certificateholders), may direct the Seller to repurchase the Series 1996-1
Certificates within 60 days of such notice, or within such longer period as may
be specified in such notice, which period shall not exceed 120 days), and the
Seller shall be obligated to repurchase on a Distribution Date specified by the
Seller (such Distribution Date, the "Repurchase Date") occurring within such
---------------
applicable period on the terms and conditions set forth below; provided,
however, that no such repurchase shall be required to be made if, at any time
during such applicable period, the representations and warranties contained in
Section 12(a)(ii) hereof, shall then be true and correct in all material
respects. The Seller shall deposit on the Transfer Date (in New York Clearing
House, next day funds) immediately preceding such Repurchase Date, an amount
equal to the reassignment deposit amount for such Certificates in the
Distribution Account, for distribution to the Series 1996-1 Certificateholders
pursuant to Article XII of the Agreement and Section 10 hereof. The
reassignment deposit amount for such reassignment shall be equal to (i) the
Investor Interest at the end of the day on the last day of the Monthly Period
preceding the Repurchase Date, less the amount on deposit in the Principal
Account which will be transferred to the Distribution Account on the related
Transfer Date, (ii) an amount equal to all interest accrued but unpaid on the
Series 1996-1 Certificates at the applicable rates through the end of the
Interest Period in which such Transfer Date occurs and all other amounts then
owing to the Collateral Interest Holder, less the amount on deposit in the
Finance Charge Account which will be transferred to the Distribution Account on
the related Transfer Date, and (iii) any amounts owing by Chase USA pursuant to
the Loan Agreement. Payment of the portion of the reassignment deposit amount
and the deposit of the amounts referred to in the second portion of clause (i)
and in clause (ii) of the preceding sentence into the Distribution Account,
shall be considered a prepayment in full of the Series 1996-1 Certificates. The
Series 1996-1 Termination Date shall be deemed to have occurred on the
Repurchase Date as long as such amount was deposited in full into the
Distribution Account on such Transfer Date; provided, however, that any amounts
owing by Chase USA pursuant to the Loan Agreement shall not be deposited into
the Distribution Account, and shall be paid to the Collateral Interest Holder
for application in accordance with the terms of the Loan Agreement. If the
Trustee or the Series 1996-1 Certificateholders give notice directing the Seller
to repurchase the Series 1996-1 Certificates as provided above, the obligation
of the Seller to repurchase the Series 1996-1 Certificates and to pay the
repurchase deposit amount pursuant to this Section 15 shall constitute the sole
remedy respecting a breach of the representations and warranties contained in
Section 12(a)(ii) available to the Series 1996-1 Certificateholders or the
Trustee on behalf of the Series 1996-1 Certificateholders.
42
SECTION 16. 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 17. Additional Covenants of the Trustee. The Trustee hereby
-----------------------------------
covenants that it will not execute any amendment to the Loan Agreement which
relates to (i) any right or obligation of the Trust or the Trustee under the
Loan Agreement, (ii) any provision of the Loan Agreement relating to the
nonrecourse nature of the Loan Agreement, or (iii) any provision of the Loan
Agreement which constitutes an agreement by the Agent or a Collateral Interest
Holder not to institute bankruptcy or similar proceedings against the Trust or
(iv) any provision of the Loan Agreement which requires the consent of the
Trustee to any amendment or waiver of the terms thereof, unless it has received
a notice from Standard & Poor's and Moody's that such amendment will not result
in the reduction or withdrawal of their respective then existing ratings of the
Series 1996-1 Certificates.
SECTION 18. Third-Party Beneficiaries. The Agreement and this Series
-------------------------
Supplement will inure to the benefit of the Collateral Interest Holder. Without
limiting the generality of the foregoing, all covenants and agreements in the
Agreement which expressly confer rights upon the Collateral Interest Holder
shall be for the benefit of and run directly to the Collateral Interest Holder,
and the Collateral Interest Holder shall be entitled to rely on and enforce such
covenants to the same extent as if it were a party to the Agreement hereto.
SECTION 19. Series 1996-1 Investor Exchange. Pursuant to subsection
-------------------------------
6.09(b), the Series 1996-1 Certificateholders may tender their Series 1996-1
Certificates, and the Holder of the Exchangeable Seller Certificate may tender
the Exchangeable Seller Certificate, in exchange for (i) one or more newly
issued Series of Investor Certificates and (ii) a reissued Exchangeable Seller
Certificate in accordance with the terms and conditions contained in a notice of
exchange delivered to the Series 1996-1 Certificateholders. Such notice of
exchange will specify, among other things: (a) the amount of Series 1996-1
Certificates of each Class that may be tendered, (b) the Certificate Rate or
Rates with respect to the new Series, (c) the term of the Series and the terms
and amount of each Class, if any, (d) the method of computing the investor
percentage, (e) the manner of Enhancement, if any, with respect to such Series
and (f) the time and the manner in which the tender and cancellation of the
Series 1996-1 Certificates and the issuance of the new Series of Certificates
will be effectuated. Upon satisfaction of the conditions contained in
subsections 6.09(b) and 6.09(c), and the receipt by the Trustee of the exchange
notice and the related Supplement, the Trustee shall cancel the existing
Exchangeable Seller Certificate and the applicable Series 1996-1 Certificates,
and shall issue such Series of Investor Certificates and a new Exchangeable
Seller Certificate, each dated the Exchange Date.
SECTION 20. Servicing Compensation. The Monthly Investor Servicing
----------------------
Fee shall be determined by the Servicer on each Determination Date and allocated
pro rata by the Servicer on each such date to the Class A Certificates, the
- --- ----
Class B Certificates and the Collateral Interest based upon the Class A Floating
Percentage (the "Class A Servicing Fee"), the Class B Floating Percentage (the
---------------------
"Class B Servicing Fee") and the Collateral Floating Percentage (the "Collateral
- ---------------------- ----------
Interest Servicing Fee"), respectively.
- ----------------------
43
SECTION 21. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED
-------------
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.
SECTION 22. Notices. Notices which are required to be given
-------
hereunder to the Collateral Interest Holder be given in the manner specified in
Section 13.05 of the Agreement to the Agent at its address specified in the Loan
Agreement, or at such other address as the Agent may direct in writing.
44
IN WITNESS WHEREOF, the Seller the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
THE CHASE MANHATTAN BANK (USA),
as Seller and as Servicer
By: /s/ Keith Schuck
-------------------------------------------------
Name: Keith Schuck
Title: Vice President
YASUDA BANK AND TRUST COMPANY (U.S.A.),
as Trustee
By: /s/ Anthony A. Bocchino
-------------------------------------------------
Name: Anthony A. Bocchino
Title: Vice President
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
---------------------------
No. R-A-[__] $[___________]
CUSIP No. [_________]
Chase Manhattan Credit Card Master Trust
Class A Floating Rate Asset Backed Certificate, Series 1996-1
Each $1,000 minimum denomination represents
-------------------------------------------
1/1,282,500 of the Class A Investor Interest
--------------------------------------------
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA* and MasterCard* credit card
receivables generated or to be generated by The Chase Manhattan Bank (USA).
(Not an interest in or obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CHASE
MANHATTAN BANK (USA) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under selected VISA and
MasterCard credit card accounts (the "Accounts") of The Chase Manhattan Bank
(USA), a banking corporation organized under the laws of the State of Delaware,
all monies due or to become due in payment of the Receivables and certain other
assets and interests included in the Trust pursuant to a Pooling and Servicing
Agreement dated as of June 1, 1991 and the Series 1996-1 Supplement thereto
dated as of February 1, 1996 (collectively, the
- -----------------------------
VISA* and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
"Agreement"), by and between The Chase Manhattan Bank (USA), as Seller and
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Trustee").
The Seller has structured the Agreement and the Series 1996-1
Certificates with the intention that the Series 1996-1 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-1 Certificateholder
(or Series 1996-1 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-1 Certificate Owner, by virtue of such Series 1996-1
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-1 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-1 Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This Class A Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Class A Certificateholder
by virtue of the acceptance hereof assents and by which the Class A
Certificateholder is bound.
THE AGREEMENT AND THE CLASS A CERTIFICATES CREATED THEREUNDER SHALL BE
CONSTRUED 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.
The assets of the Trust in which this Class A Certificate represents
an interest consist of (i)(a) the Receivables now existing and hereafter created
and arising in connection with the Accounts, (b) all monies due or to become due
with respect thereto (including all Finance Charge Receivables), (c) all
proceeds (as defined in Section 9-306 of the UCC as in effect in the State of
Delaware) of such Receivables and Insurance Proceeds relating thereto, (d)
Recoveries relating thereto and (e) Interchange allocable to the Trust pursuant
to Section 2.05(k) of the Agreement, and (ii) such funds as from time to time
are deposited in the Collection Account, the Investor Accounts and the Principal
Account. This Class A Certificate is one of a series of Certificates entitled
"Chase Manhattan Credit Card Master Trust Class A Floating Rate Asset Backed
Certificates, Series 1996-1" (the "Class A Certificates"), each of which
represents an undivided interest in certain assets of the Trust, including the
right to receive Collections allocable to the Class A Certificates and other
amounts at the times and in the amounts specified in the Agreement to be
deposited in the Finance Charge Account, the Principal Account and the
Distribution Account.
Also issued under the Agreement are the "Chase Manhattan Credit Card
Master Trust Class B Floating Rate Asset-Backed Certificates, Series 1996-1"
(the "Class B Certificates"), which represent an undivided interest in the Trust
subordinate to the Class A Certificates, and the "Chase Manhattan Credit Card
Master Trust Collateral Interest, Series 1996-1" (the "Collateral Interest" and,
collectively with the Class A Certificates and the Class B Certificates, the
"Series 1996-1 Investor Certificates"), which represents an undivided interest
A-1-2
in the Trust that is subordinate to the Class A Certificates and Class B
Certificates. The aggregate interest represented by the Class A Certificates
and the Class B Certificates at any time in the Principal Receivables in the
Trust shall not exceed an amount equal to the Class A Investor Interest and
Class B Investor Interest, respectively, at such time. The initial Class A
Investor Interest is $1,282,500,000 as of February 22, 1996 (the "Closing
Date"). The Initial Class B Investor Interest is $82,500,000 as of the Closing
Date. The Collateral Initial Interest is $135,000,000 as of the Closing Date.
The Class A Investor Interest on any date of determination will be an amount
(not less than zero) equal to (a) the Initial Class A Investor Interest, minus
-----
(b) the aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
-----
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates over Class A Investor Charge-Offs reimbursed prior to such date of
----
determination minus (d) the principal amount of Class A Certificates previously
-----
tendered and exchanged pursuant to an Investor Exchange.
In addition to the Certificates, an Exchangeable Seller Certificate
will be issued to the Seller pursuant to the Agreement, and other Series of
Certificates may from time to time be issued by the Trust, which will represent
an undivided interest in the Trust. The Exchangeable Seller Certificate will
represent the interest in the Principal Receivables not represented by the
Series 1996-1 Certificates or any other Series of Certificates.
Interest will accrue on the Class A Certificate with respect to each
Interest Period, at the rate of 0.11% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class A Certificate Rate"), and
will be distributed on March 15, 1996 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), to the Class A Certificateholders of record as of
the last day of the month preceding the related Distribution Date (the "Record
Date").
In general, as set forth in the Agreement, payments of principal with
respect to the Class A Certificates will be limited to the Class A Investor
Interest, which may be less than the unpaid principal balance of the Class A
Certificates. The final principal payment with respect to the Class A
Certificates is scheduled to be made on the August 1999 Distribution Date, but
the final principal payment may be made earlier or later under certain
circumstances set forth in the Agreement.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER OR THE SERVICER, AND NEITHER THE CERTIFICATES NOR THE ACCOUNTS OR
RECEIVABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
As provided in the Agreement, withdrawals from the Investor Accounts
may be made upon the instructions of the Servicer from time to time for purposes
other than distributions to Certificateholders.
A-1-3
The Agreement permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Servicer and the
rights of the Investor Certificateholders under the Agreement at any time by the
Servicer, the Seller and the Trustee in certain cases with the consent of the
holders of record of Investor Certificates evidencing undivided interests
aggregating not less than 66 2/3% of the Investor Interest of each outstanding
Series adversely affected by such amendment; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate, (b)
change the definition of or the manner of calculating the Investor Interest, the
Investor Percentage, or the Investor Default Amount or (c) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of
each Investor Certificateholder then of record. Any such amendment and any such
consent by the holder of record of this Certificate shall be conclusive and
binding on such Certificateholder and on any Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made upon this
Certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or 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.
As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates evidencing
like aggregate Fractional Undivided Interests, as requested by the
Certificateholder surrendering such Certificates. No service charge may be
imposed for any such exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent 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 Agreement.
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 Agreement, or be valid for any purpose.
A-1-4
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be executed by its duly authorized officer.
THE CHASE MANHATTAN BANK (USA)
By:___________________________
Frank DeGenova,
as Authorized Signatory
Dated: February 22, 1996
A-1-5
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Class A Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
as Trustee
By:______________________________________
Authorized Officer
A-1-6
EXHIBIT A-2
-----------
FORM OF CLASS B CERTIFICATE
---------------------------
No. R-B-[__] $[___________]
CUSIP No. [________]
Chase Manhattan Credit Card Master Trust
Class B Floating Rate Asset Backed Certificate, Series 1996-1
Each $1,000 minimum denomination represents
-------------------------------------------
1/82,500 of the Class B Investor Interest
-----------------------------------------
Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists of a portfolio of selected VISA* and MasterCard* credit card
receivables generated or to be generated by The Chase Manhattan Bank (USA).
(Not an interest in or obligation of
The Chase Manhattan Bank (USA)
or any Affiliate thereof.)
THIS CLASS B CERTIFICATE IS SUBORDINATED IN CERTAIN RIGHTS OF PAYMENT TO THE
CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CHASE
MANHATTAN BANK (USA) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CLASS B CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
This certifies that CEDE & CO. (the "Class B Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under
- -------------------------
*VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
selected VISA and MasterCard credit card accounts (the "Accounts") of The Chase
Manhattan Bank (USA), a banking corporation organized under the laws of the
State of Delaware, all monies due or to become due in payment of the
Receivables, and certain other assets and interests included in the Trust
pursuant to a Pooling and Servicing Agreement dated as of June 1, 1991 and the
Series 1996-1 Supplement thereto dated as of February 1, 1996 (collectively, the
"Agreement"), by and between The Chase Manhattan Bank (USA), as Seller and
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Trustee").
The Seller has structured the Agreement and the Series 1996-1
Certificates with the intention that the Series 1996-1 Certificates will qualify
under applicable tax law as indebtedness. Each Series 1996-1 Certificateholder
(or Series 1996-1 Certificate Owner) by acceptance of its Certificate (or, in
the case of a Series 1996-1 Certificate Owner, by virtue of such Series 1996-1
Certificate Owner's acquisition of a beneficial interest therein), agrees to
treat the Series 1996-1 Certificates consistently with, and to take no action
inconsistent with, the treatment of the Series 1996-1 Certificates (or
beneficial interest therein) for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income, as
indebtedness.
To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Agreement. This Class B Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Class B Certificateholder
by virtue of the acceptance hereof assents and by which the Class B
Certificateholder is bound.
THE AGREEMENT AND THE CLASS B CERTIFICATES CREATED THEREUNDER SHALL BE
CONSTRUED 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.
The assets of the Trust in which this Class B Certificate represents
an interest consist of (i)(a) the Receivables now existing and hereafter created
and arising in connection with the Accounts, (b) all monies due or to become due
with respect thereto (including all Finance Charge Receivables), (c) all
proceeds (as defined in Section 9-306 of the UCC as in effect in the State of
Delaware) of such Receivables and Insurance Proceeds relating thereto, (d)
Recoveries relating thereto and (e) Interchange allocable to the Trust pursuant
to Section 2.05(k) of the Agreement, and (ii) such funds as from time to time
are deposited in the Collection Account, the Investor Accounts and the Principal
Account. This Class B Certificate is one of a series of Certificates entitled
"Chase Manhattan Credit Card Master Trust Class B Floating Rate Asset Backed
Certificates, Series 1996-1" (the "Class B Certificates"), each of which
represents an undivided interest in certain assets of the Trust, including the
right to receive Collections allocable to the Class B Certificates and other
amounts at the times and in the amounts specified in the Agreement to be
deposited in the Finance Charge Account, the Principal Account and the
Distribution Account.
A-2-2
Also issued under the Agreement are the "Chase Manhattan Credit Card
Class A Floating Rate Asset-Backed Certificates, Series 1996-1" (the "Class A
Certificates"), which represent an undivided interest in the Trust senior to the
Class B Certificates, and the "Chase Manhattan Credit Card Master Trust
Collateral Interest, Series 1996-1" (the "Collateral Interest" and, collectively
with the Class A Certificates and the Class B Certificates, the "Series 1996-1
Investor Certificates"), which represents an undivided interest in the Trust
subordinate to the Class A Certificates and Class B Certificates. The aggregate
interest represented by the Class A Certificates and the Class B Certificates at
any time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Class A Investor Interest and Class B Investor Interest,
respectively, at such time. The Initial Class A Investor Interest is
$1,282,500,000 as of February 22, 1996 (the "Closing Date"). The Initial Class B
Investor Interest is $82,500,000 as of the Closing Date. The Collateral Initial
Interest is $135,000,000 as of the Closing Date. The Class B Investor Interest
on any date of determination will be an amount (not less than zero) equal to (a)
the Initial Class B Investor Interest, minus (b) the aggregate amount of
-----
principal payments made to the Class B Certificateholders prior to such date,
minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior
- -----
Transfer Dates, minus (d) the amount of Reallocated Class B Principal
-----
Collections allocated on all prior Transfer Dates, minus (e) an amount equal to
-----
the amount by which the Class B Investor Interest has been reduced to cover the
Class A Investor Default Amount on all prior Transfer Dates, plus (f) the amount
----
of Excess Spread and Excess Finance Charge Collections allocated and available
on all prior Transfer Dates for the purpose of reimbursing amounts deducted
pursuant to the forgoing clauses (c), (d) and (e), minus (g) the principal
-----
amount of Class B Certificates previously tendered and exchanged pursuant to an
Investor Exchange.
In addition to the Certificates, an Exchangeable Seller Certificate
will be issued to the Seller pursuant to the Agreement, and other Series of
certificates may from time to time be issued by the Trust, which will represent
an undivided interest in the Trust. The Exchangeable Seller Certificate will
represent the interest in the Principal Receivables not represented by the
Series 1996-1 Certificates or any other Series of certificates.
Interest will accrue on the Class B Certificates with respect to each
Interest Period, at the rate of 0.24% per annum above LIBOR, as more
specifically set forth in the Agreement (the "Class B Certificate Rate"), and
will be distributed on March 15, 1996 and on the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, on the next Business Day)
(each, a "Distribution Date"), to the Class B Certificateholders of record as of
the last day of the month preceding the related Distribution Date (the "Record
Date").
In general, as set forth in the Agreement, payments of principal with
respect to the Class B Certificates will be limited to the Class B Investor
Interest, which may be less than the unpaid principal balance of the Class B
Certificates. The final principal payment with respect to the Class B
Certificates is scheduled to be made on the September 1999 Distribution Date,
but the final principal payment may be made earlier or later under certain
circumstances set forth in the Agreement.
The Class B Certificates will be subordinated to the Class A
Certificates as to priority of payment and otherwise, to the extent provided in
the Agreement. In certain
A-2-3
circumstances, funds otherwise payable to Class B Certificateholders could be
reallocated to make payments on the Class A Certificates and charge-offs
otherwise allocable to the Class A Certificates could be reallocated to the
Class B Certificates, resulting in a reduced Class B Investor Interest.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER OR THE SERVICER, AND NEITHER THE CERTIFICATES NOR THE ACCOUNTS OR
RECEIVABLES ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES, ALL AS MORE
SPECIFICALLY SET FORTH HEREINABOVE AND IN THE AGREEMENT.
As provided in the Agreement, withdrawals from the Investor Accounts
may be made upon the instructions of the Servicer from time to time for purposes
other than distributions to Certificateholders.
The Agreement permits, with certain exceptions, the amendment thereof
and the modification of the rights and obligations of the Servicer and the
rights of the Investor Certificateholders under the Agreement at any time by the
Servicer, the Seller and the Trustee in certain cases with the consent of the
holders of record of Investor Certificates evidencing undivided interests
aggregating not less than 66 2/3% of the Investor Interest of each outstanding
Series adversely affected by such amendment; provided, however, that no such
amendment shall (a) reduce in any manner the amount of, or delay the timing of,
distributions which are required to be made on any Investor Certificate, (b)
change the definition of or the manner of calculating the Investor Interest, the
Investor Percentage, or the Investor Default Amount or (c) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of
each Investor Certificateholder then of record. Any such amendment and any such
consent by the holder of record of this Certificate shall be conclusive and
binding on such Certificateholder and on any Certificate issued in exchange
hereof or in lieu hereof whether or not notation thereof is made upon this
Certificate.
The transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this Certificate for registration of
transfer at any office or 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.
As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates evidencing
like aggregate Fractional Undivided Interests, as requested by the
Certificateholder surrendering such Certificates. No service charge may be
imposed for any such exchange but the Servicer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
A-2-4
The Servicer, the Trustee, the Paying Agent 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 Agreement.
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 Agreement, or be valid for any purpose.
A-2-5
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be executed by its duly authorized officer.
THE CHASE MANHATTAN BANK (USA)
By:_______________________________
Frank DeGenova,
as Authorized Signatory
Dated: February 22, 1996
A-2-6
Form of Trustee's Certificate of Authentication
-----------------------------------------------
This is one of the Class B Certificates referred to in the within-
mentioned Agreement.
Yasuda Bank and Trust Company (U.S.A.),
as Trustee
By:________________________________________
Authorized Officer
A-2-7
EXHIBIT B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
-----------------------------------
THE CHASE MANHATTAN BANK (USA)
-----------------------------------
Chase Manhattan Credit Card Master Trust
Series 1996-1
-----------------------------------
Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement, dated as of June 1,
1991, and the Series 1996-1 Supplement, dated as of February 1, 1996 (together,
the "Agreement"), by and between The Chase Manhattan Bank (USA) ("Chase"), as
Servicer, and Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"); provided, that the "preceding Monthly Period" shall mean the Monthly
Period immediately preceding the calendar month in which this Certificate is
delivered. References herein to certain sections and subsections are references
to the respective sections and subsections of the Agreement. This Certificate
is delivered pursuant to the terms of the Agreement.
The undersigned, a duly authorized representative of the Servicer does
hereby certify as follows:
1) Chase is the Servicer under the Agreement.
2) The undersigned is a Servicing Officer.
3) The date of this notice is __________, _____, which is a
Determination Date under the Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
--------------------------------
Pursuant to Section 4.08, the Servicer does hereby instruct the
Trustee to apply, on __________, ____, which date is a Transfer Date under the
Agreement, Class A Available Funds, Class B Available Funds, Collateral
Available Funds from the Finance Charge Account and Available Principal Funds
from the Principal Account, to make the following distributions:
B-1
A) To the Distribution Account for payment to the Class A
------------------------------------------------------
Certificateholders, Pursuant to Subsection 4.08(a)(i):
-----------------------------------------------------
(1) Class A Monthly Interest for the related Distribution
Date.................................................... $_______
(2) Class A Monthly Interest accrued but not paid........... $_______
(3) Class A Additional Interest............................. $_______
(4) Class A Additional Interest accrued but not paid........ $_______
B) To the Servicer, Pursuant to Subsection 4.08(a)(ii). If
----------------------------------------------------
neither Chase USA, nor any Affiliate thereof, is the Servicer:
(1) The Class A Servicing Fee for the preceding Monthly
Period.................................................. $_______
(2) Class A Servicing Fees previously due but not
distributed............................................. $_______
C) To the Principal Account, Pursuant to Subsection 4.08(a)(iii):
-------------------------------------------------------------
(1) Class A Investor Default Amount for the preceding Monthly
Period (to be treated as a portion of Available Principal
Collections)............................................ $_______
D) Pursuant to Subsection 4.08(a)(iv):
----------------------------------
(1) Portion of Excess Spread from Class A Available Funds to
be allocated and distributed as provided in Part II
hereof.................................................. $_______
E) To the Distribution Account for payment to the Class B
------------------------------------------------------
Certificateholders, Pursuant to Subsection 4.08(b)(i):
-----------------------------------------------------
(1) Class B Monthly Interest for the related Distribution
Date.................................................... $_______
(2) Class B Monthly Interest accrued but not paid........... $_______
(3) Class B Additional Interest............................. $_______
(4) Class B Additional Interest accrued but not paid........ $_______
B-2
F) To the Servicer, Pursuant to Subsection 4.08(b)(ii). If
----------------------------------------------------
neither Chase USA, nor any Affiliate thereof, is the Servicer:
(1) The Class B Servicing Fee for the preceding Monthly
Period................................................... $_______
(2) Class B Investor Servicing Fees previously due but not
distributed.............................................. $_______
G) Pursuant to Subsection 4.08(b)(iii):
-----------------------------------
(1) Portion of Excess Spread from Class B Available Funds
to be allocated and distributed as provided in Part II
hereof................................................... $_______
H) To the Servicer, Pursuant to Subsection 4.08(c)(i). If
--------------------------------------------------
neither Chase USA, nor any Affiliate thereof, is the Servicer:
(1) The Collateral Interest Servicing Fee for the preceding
Monthly Period........................................... $_______
(2) Collateral Interest Servicing Fee previously due but not
distributed.............................................. $_______
I) Pursuant to Subsection 4.08(c)(ii):
----------------------------------
(1) Portion of Excess Spread from Collateral Available Funds
to be allocated and distributed as provided in Part II
hereof................................................... $_______
J) Pursuant to Section 4.08(d):
---------------------------
(1) To the Collateral Interest Holder, Available Principal
Collections, if any, applied in accordance with the
Loan Agreement........................................... $_______
(2) Available Principal Collections, if any, to be treated as
Shared Principal Collections and distributed as provided
in Section 4.13.......................................... $_______
K) To the Distribution Account for payment to the appropriate
----------------------------------------------------------
parties, Pursuant to Section 4.08(e):
------------------------------------
(1) The amount of Class A Monthly Principal.................. $_______
(2) The amount of Class B Monthly Principal.................. $_______
B-3
(3) The amount of Collateral Monthly Principal............... $_______
(4) Amounts remaining, if any, to be treated as Shared
Principal Collections and applied in accordance with
Section 4.13............................................. $_______
II. APPLICATION OF EXCESS SPREAD AND EXCESS FINANCE CHARGE COLLECTIONS
------------------------------------------------------------------
Pursuant to Section 4.10, the Servicer does hereby instruct the
Trustee to apply on _________, ____, which date is a Transfer Date under the
Agreement, Excess Spread and Excess Finance Charge Collections allocated to
Series 1996-1 as set forth below:
A) Pursuant to Section 4.10(a):
---------------------------
(1) The amount equal to the Class A Required Amount, if
any, to fund any deficiency under Section 4.08(a),
to be applied in accordance with, and in the priority
set forth in, subsection 4.10(a)...................... $_______
B) To the Principal Account, Pursuant to Section 4.10(b):
-----------------------------------------------------
(1) Aggregate amount of Class A Investor Charge-Offs not
previously reimbursed pursuant to Section 4.09(a) (to
be treated as Available Principal Collections)........ $_______
C) To the Distribution Account for payment to the Class B
------------------------------------------------------
Certificateholders, Pursuant to Section 4.10(c):
-----------------------------------------------
(1) Class B Monthly Interest that is due and unpaid or
overdue and unpaid Class B Monthly Interest, but not
available from Class B Available Funds................ $_______
(2) Class B Additional Interest that is overdue and unpaid,
but not available from Class B Available Funds........ $_______
D) To the Servicer, Pursuant to Section 4.10(d). If neither Chase
---------------------------------------------
USA nor any Affiliate thereof is the Servicer:
(1) The amount of Class B Servicing Fee for such monthly
period and overdue and unpaid Class B Servicing Fee
not available from Class B Available Funds........... $_______
B-4
E) Pursuant to Section 4.10(e):
---------------------------
(1) The Class B Investor Default Amount for such Transfer
Date (to be treated as a portion of Available
Principal Collections)................................ $_______
F) Pursuant to Section 4.10(f):
---------------------------
(1) The amount by which Class B Investor Interest has been
reduced pursuant to clauses (c), (d) and (e) of the
definition thereof (to be treated as a portion of
Available Principal Collections)...................... $_______
G) To the Distribution Account for payment to the Collateral
---------------------------------------------------------
Interest Holder, Pursuant to Section 4.10(g):
--------------------------------------------
(1) Collateral Monthly Interest and any overdue and unpaid
Collateral Monthly Interest not available from
Collateral Available Funds............................ $_______
(2) Collateral Additional Interest overdue and unpaid not
available from Collateral Available Funds............. $_______
H) Pursuant to Section 4.10(h):
---------------------------
(1) Monthly Investor Servicing Fees that are due on such
Transfer Date and unpaid and any overdue and unpaid
Monthly Investor Servicing Fees....................... $_______
I) Pursuant to Section 4.10(i):
---------------------------
(1) The Collateral Default Amount for the prior Monthly
Period (to be treated as a portion of Available
Principal Collections)................................ $_______
J) To the Principal Account, Pursuant to Section 4.10(j):
-----------------------------------------------------
(1) The aggregate amount by which the Collateral Interest
has been reduced below the Required Collateral
Interest (to be treated as Available Principal
Collections).......................................... $_______
B-5
K) To the Collateral Interest Holder for application, Pursuant
-----------------------------------------------------------
to the Loan Agreement Pursuant to Section 4.10(k):
-------------------------------------------------
(1) All other amounts payable under the Loan Agreement
out of Excess Spread and Excess Finance Change
Collections........................................... $_______
L) Pursuant to Section 4.10(m):
---------------------------
(1) The balance, if any, to be treated as Shared Excess
Finance Charge Collections and allocated to other
Series in Group I or the Holder of the Seller
Certificate pursuant to Section 4.12.................. $_______
III. REALLOCATED PRINCIPAL COLLECTIONS
---------------------------------
Pursuant to Section 4.11, the Servicer does hereby instruct the
Trustee to apply from the Series 1996-1 Collection Subaccount on ________, ____,
which is a Transfer Date under the Agreement, to apply Reallocated Principal
Collections to fund any deficiencies in the Class A Required Amount and the
Class B Required Amount in the following priority.
A) Pursuant to Section 4.11(a):
---------------------------
(1) The Class A Required Amount after applying Excess
Spread and Excess Finance Charge Receivables pursuant
to Section 4.10, to be applied pursuant to subsections
4.08(a)(i), (ii) and (iii)........................... $_______
B) Pursuant to Section 4.11(b):
---------------------------
(1) The Class B Required Amount after applying Excess
Spread and Excess Finance Charge Receivables pursuant
to Section 4.10, to be applied pursuant to subsections
4.08(b)(i) and (ii).................................. $_______
IV. 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) The aggregate amount of the Class A Interest
Shortfall............................................ $_______
B) The aggregate amount of the Class B Interest
Shortfall............................................. $_______
B-6
C) The aggregate amount of the Collateral Interest Payment
Shortfall................................................. $_______
D) The aggregate amount of all accrued and unpaid Monthly
Investor Servicing Fees................................... $_______
E) Pursuant to Section 4.10:
------------------------
The aggregate amount of all unreimbursed Investor
Charge Offs.......................................... $_______
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
THE CHASE MANHATTAN BANK (USA),
Servicer
By:
----------------------------------------
Name:
Title:
B-7
EXHIBIT C
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
-----------------------------------
THE CHASE MANHATTAN BANK (USA)
-----------------------------------
Chase Manhattan Credit Card Master Trust Series 1996-1
-----------------------------------
For the ____________________ Distribution Date
For ____________________ Monthly Period
-----------------------------------
Under Section 5.02 of the Pooling and Servicing Agreement dated as of
June 1, 1991 and the Series 1996-1 Supplement dated as of February 1, 1996
(together, the "Agreement") by and between The Chase Manhattan Bank (USA)
("Chase") and Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"), Chase, as Servicer, is required to prepare certain information each
month regarding current distributions to Series 1996-1 Certificateholders and
the performance of the Chase Manhattan Credit Card Master Trust (the "Trust")
and the Series 1996-1 Class A Certificates and Series 1996-1 Class B
Certificates during the previous month. The information which is required to be
prepared with respect to the _____________, ____ Distribution Date, the
"Distribution Date") and with respect to the performance of the Trust during the
month of __________, ____ (the "Preceding Monthly Period") is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1,000 per Series 1996-1 Investor Certificate (a "Certificate").
Certain other information is presented based on the aggregate amounts for the
Trust as a whole. Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement.
I. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION TO THE CLASS
A AND CLASS B CERTIFICATEHOLDERS (STATED ON THE BASIS OF $1,000
ORIGINAL CERTIFICATE PRINCIPAL AMOUNT)
--------------------------------------------------------------------
A) The total amount of the distribution to Series 1996-1
Certificateholders on the Distribution Date per $1,000 original
certificate principal amount
(1) Class A Certificateholders.................. $________
(2) Class B Certificateholders.................. $________
C-1
B) The amount of the distribution set forth in paragraph 1
above in respect of principal of the 1996-1 Certificates,
per $1,000 original certificate principal amount
(1) Class A Certificateholders.................. $________
(2) Class B Certificateholders.................. $________
C) The amount of the distribution set forth in paragraph 1
above in respect of interest on the 1996-1 Certificates,
per $1,000 original certificate principal amount
(1) Class A Certificate......................... $________
(2) Class B Certificate......................... $________
II. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
--------------------------------------------------
A) Collections
-----------
(1) The aggregate amount of Collections processed with
respect to Billing Cycles ending during the
preceding Monthly Period and allocated to the
Series 1996-1 Certificates was equal to............... $________
(2) The Payment Rate with respect to the preceding Monthly
Period was equal to................................... $________
For the 2nd Monthly Period (the preceding Monthly
Period), the monthly payment rate was equal to... $________
For the 3rd Monthly Period (the 2nd preceding
Monthly Period), the monthly payment rate was
equal to......................................... $________
(3) The aggregate amount of Collections of Principal
Receivables processed with respect to Billing Cycles
ending during the preceding Monthly Period which
were allocated in respect of the Series 1996-1
Certificates.......................................... $________
(4) The aggregate amount of Collections of Finance Charge
Receivables processed with respect to Billing Cycles
ending during the preceding Monthly Period which were
allocated in respect of the Series 1996-1
Certificates.......................................... $________
B) Deficit Controlled Amortization Amount..................... $________
--------------------------------------
C-2
C) Principal Receivables in the Trust and Allocation Percentages
-------------------------------------------------------------
(1) The aggregate amount of Principal Receivables in the
Trust as of the end of each Billing Cycle ending in
the preceding Monthly Period (which reflects the
Principal Receivables represented by the Seller Interest,
by the Investor Interest of Series 1996-1, and by the
Investor Interest of all other outstanding Series)....... $________
(2) The Investor Interest as of the last day of the preceding
Monthly Period
(a) Investor Interest................................... $________
(b) Class A Investor Interest........................... $________
(c) Class B Investor Interest........................... $________
(d) Collateral Interest................................. $________
(3) The Investor Interest set forth in paragraph C(2)(a)
above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above.. ________%
(4) The Class A Investor Interest set forth in paragraph
C(2)(b) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above.. ________%
(5) The Class B Investor Interest set forth in paragraph
C(2)(c) above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above.. ________%
(6) The Collateral Interest set forth in paragraph C(2)(d)
above as a percentage of the aggregate amount of
Principal Receivables set forth in paragraph C(1) above.. ________%
(7) The Class A Floating Percentage.......................... ________%
(8) The Class B Floating Percentage.......................... ________%
(9) The Class B Principal Percentage......................... ________%
(10) The Collateral Floating Percentage....................... ________%
(11) The Collateral Principal Percentage...................... ________%
(12) The Floating Allocation Percentage....................... ________%
(13) The Principal Allocation Percentage...................... ________%
C-3
D) Portfolio Yield and Base Rate
-----------------------------
(1) The annualized Portfolio Yield for the preceding Monthly
Period was equal to...................................... ________%
For the 2nd preceding Monthly Period, the
annualized portfolio yield was equal to.......... ________%
For the 3rd preceding Monthly Period, the
annualized portfolio yield was equal to.......... ________%
The three month average Portfolio Yield was
equal to......................................... ________%
(2) Base Rate for the preceding Monthly Period was equal to.. ________%
For the 2nd preceding Monthly Period, the Base
Rate was equal to................................ ________%
For the 3rd preceding Monthly Period, the Base
Rate was equal to................................ ________%
E) Delinquent Balances
-------------------
The aggregate amount of outstanding balances in the Accounts which were
delinquent, as of the end of the last day of the related Billing Cycle
which ended during the current Monthly Period by:
Aggregate As a Percentage
Account of Aggregate
Balance Receivables
(1) up to 29 days: $__________ _________%
(2) 30 - 59 days: $__________ _________%
(3) 60 - 89 days: $__________ _________%
(4) 90 or more days: $__________ _________%
Total: $ %
=========== ==========
C-4
F) Investor Default Amount
(1) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible with respect
to Billing Cycles ending during the preceding Monthly
Period allocable to the Investor Interest less
Recoveries allocable to the Investor Interest (the
"Series 1996-1 Aggregate Investor Default Amount")..... $________
(2) The portion of the Series 1996-1 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the "Class A Investor Default Amount")....... $________
(3) The portion of the Series 1996-1 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the "Class B Investor Default Amount")....... $________
(4) The portion of the Series 1996-1 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the "Collateral Investor Default Amount").... $________
(5) The annualized investor default percentage ((Series
1996-1 Aggregate Investor Default Amount/Investor
Interest) x 12) for the preceding Monthly Period
was equal to........................................... ________%
For the 2nd preceding Monthly Period, the
annualized investor default percentage was
equal to....................................... ________%
For the 3rd preceding Monthly Period, the
annualized investor default percentage was
equal to....................................... ________%
G) Investor Charge Offs
--------------------
(1) The aggregate amount of Class A Investor Charge-Offs
for the preceding Monthly Period....................... $________
(2) The aggregate amount of Class A Investor Charge-Offs
reimbursed on the Transfer Date immediately preceding
the preceding Distribution Date........................ $________
(3) The amount of the reimbursed Investor Charge-Offs set
forth in paragraph G(2) above, per $1,000 original
Class A Certificate principal amount................... $________
C-5
(4) The aggregate amount of Class B Investor Charge-Offs
for such Monthly Period................................ $________
(5) The aggregate amount of Class B Investor Charge-Offs
reimbursed on the Transfer Date immediately preceding
such Distribution Date................................. $________
(6) The amount of the reimbursed Investor Charge-Offs set
forth in paragraph G(3) above, per $1,000 original
Class B Certificate principal amount................... $________
(7) The aggregate amount of Investor Charge-Offs........... $________
(8) The aggregate amount of reimbursed Investor Charge-Offs. $________
H) Shared Excess Finance Charge Collection
---------------------------------------
The aggregate amount of shared Excess Finance Charge
Collection during the preceding Monthly Period which were
allocated to the Series 1996-1 Certificates.................. $________
I) Shared Principal Collections
----------------------------
The aggregate amount of Shared Principal Collections during
the preceding Monthly Period which were allocated to the
Series 1996-1 Certificates................................... $________
J) Reallocated Principal Collections
---------------------------------
(1) Collections of Principal Receivables allocable to
Class B Certificates paid with respect to Class A
Certificates to make up deficiencies in Class A
Required Amount for any Monthly Period.................. $________
C-6
(2) Collections of Principal Receivables allocable to
Collateral Interest paid with respect to Class B
Certificates to make up deficiencies in Class B
Required Amount......................................... $________
K) Monthly Investor Servicing Fee
------------------------------
(1) The amount of the Monthly Investor Monthly Servicing
Fee payable by the Trust to the Servicer for the
preceding Monthly Period................................ $________
(2) The amount of the Class A Monthly Servicing Fee payable
by the Trust to the Servicer for the preceding Monthly
Period.................................................. $________
(3) The amount of the Class B Monthly Servicing Fee payable
by the Trust to the Servicer for the preceding Monthly
Period.................................................. $________
(4) The amount of the Collateral Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period.......................................... $________
L) Collateral Interest
-------------------
(1) The Available Collateral Interest, as of the close of
Transfer Date for the preceding Monthly Period was
equal to................................................ $________
M) Required Collateral Interest
----------------------------
(1) The Required Collateral Interest as of the Transfer Date
for the preceding Monthly Period was equal to........... $________
III. THE POOL FACTOR
---------------
A) The Pool Factor for the Record Date for the distribution to
be made on the Distribution Date (which represents the ratio
of the amount of the Investor Interest as of such Record
Date (determined after taking into account any reduction in
the Investor Interest which will occur on the following
Distribution Date) to the Initial Investor Interest). The
amount of a Certificateholder's pro rata share of the
--- ---- -----
Investor Interest can be determined by multiplying the
original denomination of the Certificateholder's
Certificate by the Pool Factor............................ _________
C-7
THE CHASE MANHATTAN BANK (USA),
Servicer
By:
------------------------------
Name:
Title:
C-8
EXHIBIT D
---------
Schedule 1996-1 to
Monthly Servicer's Certificate
------------------------------
FORM OF SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
-----------------------------------
THE CHASE MANHATTAN BANK (USA)
-----------------------------------
Chase Manhattan Credit Card Master Trust, Series 1996-1
-----------------------------------
For the ____________________ Determination Date
For the ____________________ Monthly Period
1. The aggregate amount of Collections processed during the
Billing Cycles which ended during such Monthly Period (equal to
1(a) plus 1(b)) was equal to........................................ $________
(a) The aggregate amount of Collections of Finance Charge
Receivables collected during the Billing Cycles which ended
during such Monthly Period (the "Collections of Finance Charge
Receivables") allocated to Series 1996-1 was equal to.......... $________
(b) The aggregate amount of Collections of Principal
Receivables collected during the Billing Cycles which ended
during such Monthly Period (the "Collections of Principal
Receivables") allocated to Series 1996-1 was equal to.......... $________
(c) The aggregate amount of Collections deemed to be
Collections of Finance Charge Receivables pursuant to
subsection 4.02(b)(i) during the Billing Cycles which ended
during such Monthly Period relating to Series 1996-1 (the
"Estimated Collections of Billed Finance Charge Receivables")
was equal to................................................... $________
D-1
(d) The aggregate amount of Collections deemed to be
Principal Receivables pursuant to subsection 4.02(b)(i) during
the Billing Cycles which ended during such Monthly Period
relating to Series 1996-1 (the "Estimated Collections of Billed
Principal Receivables") was equal to........................... $________
2. The aggregate amount of funds on deposit in the Finance
Charge Account with respect to Collections processed [during the
Billing Cycles which ended during such Monthly Period] [during such
Monthly Period], and allocated to Series 1996-1, as of the end of
the last day of such Monthly Period was equal to.................... $________
3. (a) The excess of (i) Collections of Finance Charge
Receivables allocated to Series 1996-1 over (ii) Estimated
Collections of Billed Finance Charge Receivables (1(a)-1(c)),
if any, was equal to $__________ [[of which $__________] [none
of which] will be withdrawn from the Finance Charge Account
and deposited to the Principal Account/1/].
(b) The excess of (i) Estimated Collections of Billed
Finance Charge Receivables over (ii) Collections of Finance
Charge Receivables allocated to Series 1996-1 (1(c)-1(a)), if
any, was equal to $__________ [[(of which $__________] [none
of which]] will be withdrawn from the Principal Account and
deposited to the Finance Charge Account/1/].
The aggregate amount of funds which will be on deposit in the Finance
Charge Account on the Transfer Date relating to Series 1996-1 following
this Determination Date, after giving effect to the payments and transfers
in Items 3(a) and 3(b), will be $__________
4. The aggregate amount of funds on deposit in the Principal
Account with respect to Collections processed during the Billing
Cycles which ended during such Monthly Period and allocated
$________ to Series 1996-1, as of the end of the last day of such
Monthly Period was equal to.........................................
$________
The aggregate amount of funds which will be on deposit in
the Principal Account on the Transfer Date following this
Determination Date, after giving effect to the payments and
transfers in Items 3(a) and 3(b), will be $__________.
5. The aggregate amount of funds on deposit in the Series
1996-1 Collection Subaccount as of the end of the last day of such
Monthly Period was equal to......................................... $________
D-2
6. The aggregate amount of funds on deposit in the Retention
Subaccount relating to Series 1996-1 as of the end of the last day
of such Monthly Period was equal to................................. $________
7. (a) The aggregate amount of Interchange to be deposited
to the Collection Account and allocated to Series 1996-1 on
the next succeeding Transfer Date is equal to................. $________
(b) The amount of earnings (net of losses and investment
expenses) on funds on deposit in the Principal Account to be
transferred from the Retention Account to the Finance Charge
Account on the next succeeding Transfer Date is equal to...... $________
8. The aggregate amount of [withdrawals] [payments] required
to be made [from] [to] the [Collection Subaccount relating to the
Series 1996-1 Certificates] [the Retention subaccount relating to
the Series 1996-1 Certificates] is equal to......................... $________
9. The sum of all amounts payable to the Investor
Certificateholders of Series 1996-1 on the Distribution Date in
the current Monthly Period is equal to:
Payable in respect of principal of the Class A
Certificates.............................................. $________
Payable in respect of interest on the Class A
Certificates.............................................. $________
Payable in respect of principal of the Class B
Certificates.............................................. $________
Payable in respect of interest on the Class B
Certificates.............................................. $________
Payable in respect of principal of the Collateral
Interest.................................................. $________
Payable in respect of interest on the Collateral
Interest.................................................. $________
Total..................................................... $________
10. [No Series 1996-1 Pay Out Event or Trust Pay Out Event has
occurred.] [The following [Series 1996-1 Pay Out Event] [Trust Pay
Out Event] has occurred: ______________________________.]
D-3
END NOTES
- ---------
1. Applicable to the Monthly Period in which the Conversion Date occurs, and
any Monthly Period thereafter.
D-4