CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2001-1 Certificateholders
SERIES 2001-1 SUPPLEMENT
Dated as of March 15, 2001
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
CHASE CREDIT CARD MASTER TRUST
Series 2001-1
SERIES 2001-1 SUPPLEMENT, dated as of March 15, 2001 (this "Series
Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("Chase USA"), as Transferor on and after June 1, 1996, THE CHASE MANHATTAN
BANK, as Transferor prior to June 1, 1996 and as Servicer, and THE BANK OF
NEW YORK, as Trustee under the Third Amended and Restated Pooling and
Servicing Agreement dated as of November 15, 1999 between Chase USA, the
Servicer and the Trustee (as may be amended, modified or supplemented from
time to time, the "Agreement").
Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the delivery by
the Trustee to the Transferor for the execution and redelivery to the Trustee
for authentication of one or more Series of Certificates;
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof;
On the Closing Date, the Certificates will be deposited by the
Transferor in the Chase Credit Card Owner Trust 2001-1 (the "Owner Trust") and
pledged by the Owner Trustee to an indenture trustee to secure certain notes to
be issued by the Owner Trust.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates to
be issued in a single class pursuant to the Agreement and this Series
Supplement and to be known as the "Series 2001-1 Certificates." The Series
2001-1 Certificates shall be substantially in the form of Exhibit A hereto.
(b) Series 2001-1 shall be included in Group One (as defined
below). Series 2001-1 shall not be subordinated to any other Series.
SECTION 2. Definitions. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Series
Supplement shall govern. All Article, Section or subsection references
herein shall mean Articles, Sections or subsections of the Agreement, except
as otherwise provided herein. All capitalized terms not otherwise defined
herein are defined in the Agreement. Each capitalized term defined herein
shall relate only to the Investor Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
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"Accumulation Period Factor" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a)
the Initial Investor Interest, (b) the initial investor interests (or other
amounts specified in the applicable Supplement) of all outstanding Series
(other than Series 2001-1) which are not expected to be in their revolving
periods, and (c) the initial investor interests (or other amounts specified
in the applicable Supplement) of all other outstanding Series which are not
allocating Shared Principal Collections to other Series and are in their
revolving periods.
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of (a) the Transfer
Date with respect to the Monthly Period which commences three months prior to
the commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%, but in
such event the Accumulation Period Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the Controlled
Accumulation Period; (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3%, but in such event the Accumulation Period
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation Period; and (d) the
first Transfer Date for which the Portfolio Adjusted Yield is less than 4%,
but in such event the Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled
Accumulation Period.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
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the previous Monthly Period over the amount deposited into the Principal
Funding Account pursuant to subsection 4.9(c)(i) with respect to the
Certificates for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to any date
of determination, an amount equal to the Investor Interest as of such date
minus the Principal Funding Account Balance as of such date.
"Aggregate Investor Default Amount" shall mean, with respect to any
Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.
"Assignee" shall have the meaning specified in subsection 16(a).
"Available Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date, the lesser of (a) the amount on deposit in
the Accumulation Period Reserve Account on such date (after taking into
account any interest and earnings retained in the Accumulation Period Reserve
Account pursuant to subsection 4.14(b) on such date, but before giving effect
to any deposit made or to be made in the Accumulation Period Reserve Account
on such date) and (b) the Required Accumulation Period Reserve Account
Amount.
"Available Investor Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant
to the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement
and subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange, (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Investor Interest,
the Principal Funding Investment Proceeds arising pursuant to subsection
4.13(b), if any, with respect to the related Transfer Date and (c) the
Accumulation Period Reserve Draw Amount (up to the Available Accumulation
Period Reserve Account Amount) plus any amounts of interest and earnings
described in subsections 4.14(b), 4.14 (c) and 4.14(d) which will be
deposited into the Finance Charge Account on the related Transfer Date.
"Available Investor Principal Collections" shall mean with respect
to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.11 are required to fund the Class A Note Interest Requirement, the
Class B Note Interest Requirement and the Net Investor Servicing Fee, plus
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(c) the amount of Shared Principal Collections with respect to other Series
that are allocated to Series 2001-1 in accordance with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Note Interest Requirement, the Class B Note
Interest Requirement and the Net Class C Note Interest Requirement, each for
the related Note Interest Period, and the Investor Servicing Fee with respect
to such Monthly Period and the denominator of which is the Investor Interest
as of the close of business on the last day of such Monthly Period; provided,
however, that with respect to the January 2001, February 2001 and March 2001
Monthly Periods, Base Rate shall mean the sum of (i) the weighted average of
the Class A Note Interest Rate, the Class B Note Interest Rate and the Class
C Note Interest Rate and (ii) 2%; provided that the Class A Note Interest
Rate, the Class B Note Interest Rate and the Class C Note Interest Rate shall
be determined based on LIBOR as calculated for the related Interest Periods
pursuant to the Series 2000-3 Supplement to the Agreement plus (x) with
respect to the Class A Note Interest Rate, 0.14% per annum, (y) in the case
of the Class B Note Interest Rate, 0.40% per annum and (z) in the case of the
Class C Note Interest Rate 0.85% per annum.
"Certificateholders" shall mean the Persons in whose names the
Series 2001-1 Certificates are registered in the Certificate Register.
"Certificate Reassignment Date" shall mean the date on which the
Investor Certificates are retransferred to the Transferor in accordance with
the terms specified in Section 4 of this Series Supplement and subsection
12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Class B Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Closing Date" shall mean March 15, 2001.
"Controlled Accumulation Amount" shall mean (a) for any Transfer
Date with respect to the Controlled Accumulation Period prior to the
Scheduled Principal Allocation Commencement Date, $59,500,000; provided,
however, that if the commencement of the Controlled Accumulation Period is
determined to be less than 12 months pursuant to subsection 4.9(e), the
Controlled Accumulation Amount for each Transfer Date with respect to the
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Controlled Accumulation Period prior to the Scheduled Principal Allocation
Commencement Date, will be equal to (x) 84% of the Initial Investor Interest
divided by (y) the number of Monthly Periods in the Controlled Accumulation
Period as determined pursuant to subsection 4.9(e) and (b) for any Transfer
Date with respect to the Controlled Accumulation Period after the Scheduled
Principal Allocation Commencement Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on January 31, 2005 or such later date as is determined in
accordance with subsection 4.9(e) and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series 2001-1
Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with respect
to any Interest Period, an amount equal to the product of (a) the actual
number of days in the Interest Period beginning on the Distribution Date
preceding such Transfer Date divided by 360, (b) the Class A Note Interest
Rate and (c) the Principal Funding Account Balance as of the close of
business on the Distribution Date preceding such Transfer Date (after giving
effect to all of the transactions occurring on such date).
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of determination,
the excess of the Monthly Principal Payment for the Monthly Period relating to
such date over the month to date amount of Collections processed in respect
of Principal Receivables for such Monthly Period allocable to investor
certificates of all outstanding Series, not subject to reallocation, which
are on deposit or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean April 16, 2001 and the fifteenth day
of each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date exceed the Covered Amount determined on such Transfer
Date.
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"Finance Charge Shortfall" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to subsections
4.9(a)(i) through (viii) over Available Investor Finance Charge Collections.
"Fitch" shall mean Fitch, Inc. or its successors.
"Fixed Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Investor Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is the greater of (a) the sum
of (i) the aggregate amount of Principal Receivables in the Trust determined
as of the close of business on the last day of the prior Monthly Period and
(ii) the Excess Funding Amount as of the close of business on such last day
of the prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the Agreement)
for allocations with respect to Principal Receivables for all outstanding
Series on such date of determination; provided, however, that with respect to
any Monthly Period in which an Addition Date occurs or in which a Removal
Date occurs, the amount determined pursuant to clause (a)(i) hereof shall be
the quotient of (A) the sum of (I) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period multiplied by the actual number of days in the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (II) the aggregate amount of
Principal Receivables in the Trust as of the beginning of the day on the
related Addition Date or Removal Date after adjusting for the aggregate
amount of Principal Receivables added to or removed from the Trust on the
related Addition Date or Removal Date, multiplied by the actual number of
days in the period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period divided by (B) the
actual number of days in such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the prior Monthly Period (or with respect to the first Monthly
Period, the Initial Investor Interest) and the denominator of which is the
greater of (a) the sum of (i) the aggregate amount of Principal Receivables
as of the close of business on the last day of the prior Monthly Period (or
with respect to the first calendar month in the first Monthly Period, the
aggregate amount of Principal Receivables in the Trust as of the close of
business on the day immediately preceding the Closing Date, and with respect
to the second calendar month in the first Monthly Period, the aggregate
amount of Principal Receivables as of the close of business on the last day
of the first calendar month in the first Monthly Period) and (ii) the Excess
Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the
Investor Percentages (as such term is defined in the Agreement) for
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allocations with respect to Finance Charge Receivables, Default Amounts or
Principal Receivables, as applicable, for all outstanding Series on such date
of determination; provided, however, that with respect to any Monthly Period
in which an Addition Date occurs or in which a Removal Date occurs, the
amount determined pursuant to clause (a)(i) hereof shall be the quotient of
(A) the sum of (I) the aggregate amount of Principal Receivables in the Trust
as of the close of business on the last day of the prior Monthly Period
multiplied by the actual number of days in the period from and including the
first day of such Monthly Period to but excluding the related Addition Date
or Removal Date and (II) the aggregate amount of Principal Receivables in the
Trust as of the beginning of the day on the related Addition Date or Removal
Date after adjusting for the aggregate amount of Principal Receivables added
to or removed from the Trust on the related Addition Date or Removal Date,
multiplied by the actual number of days in the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period divided by (B) the actual number of days in such Monthly
Period.
"Group One" shall mean Series 2001-1 and each other Series
specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of March
15, 2001 between the Chase Credit Card Owner Trust 2001-1 and The Bank of New
York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificates, which is $850,000,000.
"Initial Purchaser" shall have the meaning set forth in subsection
16(c).
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through
the day preceding such Distribution Date, except that the initial Interest
Period shall be the period from and including the Closing Date through the
day preceding the initial Distribution Date.
"Investor Certificates" shall mean the Series 2001-1 Certificates.
"Investor Charge-Offs" shall have the meaning specified in Section
4.10.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a) the
Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
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"Investor Interest" shall mean, on any date of determination, an
amount equal to (a) the Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to the Certificates prior to such date and
minus (c) the aggregate amount of Investor Charge-Offs pursuant to Section
4.10 and Reallocated Principal Collections pursuant to Section 4.11 plus (d)
the aggregate amount of Available Investor Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.9(a)(vi) for the purpose of reimbursing the amount of any reduction
pursuant to clause (c); provided, however, that the Investor Interest may not
be reduced below zero.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Collections of Finance Charge Receivables and Default Amounts at
any time and Collections of Principal Receivables during the Revolving
Period, the Floating Investor Percentage and (b) with respect to Collections
of Principal Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
4.5(b)(ii), or 4.5(c)(ii), in each case, as applicable to such Monthly Period
and (b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.9(a)(v) and (vi) for such Monthly Period (other
than such amount paid from Reallocated Principal Collections).
"Investor Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include March 31, 2001.
"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (including Series 2001-1) which are in an Amortization
Period or Accumulation Period (as such terms are defined in the related
Supplements for all Series), the sum of (a) the Controlled Distribution
Amount for the related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the related Supplements for
all Series), (b) the Controlled Deposit Amount for the related Transfer Date
for any Series in its Accumulation Period, other than its Rapid Accumulation
Period, if applicable (as such terms are defined in the related Supplements
for all Series), (c) the Investor Interest as of the end of the prior Monthly
Period taking into effect any payments to be made on the following
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Distribution Date for any Series in its Principal Amortization Period or
Rapid Amortization Period (as such terms are defined in the related
Supplements for all Series), (d) the Adjusted Investor Interest as of the end
of the prior Monthly Period taking into effect any payments or deposits to be
made on the following Transfer Date and Distribution Date for any Series in
its Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series), and (e) such other amounts as may be specified
in the related Supplements for all Series.
"Monthly Principal Reallocation Amount" shall mean with respect to
any Monthly Period an amount equal to the sum of (A) the lower of (i) the
excess of the Class A Note Interest Requirement over the Available Investor
Finance Charge Collections allocated with respect thereto pursuant to
subsection 4.9(a)(i) and (ii) the greater of (a) (x) the product of (I) 16.0%
and (II) the Initial Investor Interest minus (y) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections
(as of the previous Distribution Date) and (b) zero; and (B) the lower of (i)
the excess of the Class B Note Interest Requirement and the Net Investor
Servicing Fee over the Available Investor Finance Charge Collections
allocated with respect thereto pursuant to subsections 4.9(a)(i)and
4.9(a)(ii)and (ii) the greater of (a) the product of (I) 9.0% and (II) the
Initial Investor Interest minus the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the related
Monthly Period) and unreimbursed Reallocated Principal Collections as of the
previous Distribution Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the
Investor Servicing Fee allocable to the Series 2001-1 Certificates with
respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth in the
Indenture.
"Note Interest Requirement" shall have the meaning set forth in
subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set forth in
the Indenture.
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"Pay Out Commencement Date" shall mean the date on which a Trust
Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series 2001-1
Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
an amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period, (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d), each deposited into the Finance
Charge Account on the Transfer Date relating to such Monthly Period, such sum
to be calculated on a cash basis after subtracting the Investor Default
Amount for such Monthly Period, and the denominator of which is the Investor
Interest as of the close of business on the last day of such Monthly Period;
provided, however, that with respect to the January 2001, February 2001 and
March 2001 Monthly Periods, Portfolio Yield shall mean "Portfolio Yield" as
calculated in accordance with the definition thereof in the Series 2000-3
Supplement to the Agreement.
"Principal Funding Account" shall have the meaning set forth in
subsection 4.13(a).
"Principal Funding Account Balance" shall mean, with respect to any
date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect to
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such
Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with respect
to each Transfer Date relating to the Controlled Accumulation Period, the
amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date are less than the Covered Amount determined as of such Transfer
Date.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to
occur of (a) the Series 2001-1 Termination Date and (b) the termination of
the Trust pursuant to Section 12.1.
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"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and Fitch.
"Rating Agency Condition" shall mean, with respect to Series
2001-1, the written confirmation of the Rating Agency that a specified event
or modification of the terms of Series 2001-1 will not result in the
withdrawal or downgrade of the rating of any class of the Asset Backed Notes
of Chase Credit Card Owner Trust 2001-1 then in effect.
"Reallocated Principal Collections" shall mean with respect to any
Transfer Date, Investor Principal Collections applied in accordance with
Section 4.11 in an amount not to exceed the lesser of the Monthly Principal
Reallocation Amount for the related Monthly Period and the Investor Interest
after giving effect to any Investor Charge-Offs for such Transfer Date.
"Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one
and the denominator of which is equal to the lowest monthly principal payment
rate on the Accounts, expressed as a decimal, for the 12 months preceding the
date of such calculation.
"Required Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date on or after the Accumulation Period Reserve
Account Funding Date, an amount equal to (a) the product of (i) 84.0%, (ii)
the Initial Investor Interest and (iii) 0.5% or (b) any other amount
designated by the Transferor; provided, however, that if such designation is
of a lesser amount, the Transferor shall (i) provide the Servicer and the
Trustee with evidence that the Rating Agency Condition shall have been
satisfied and (ii) deliver to the Trustee a certificate of an authorized
officer to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such designation will not
cause a Pay Out Event or an event that, after the giving of notice or the
lapse of time, would cause a Pay Out Event to occur with respect to Series
2001-1.
"Required Amount" shall have the meaning set forth in Section 4.8.
"Required Owner Trust Spread Account Amount" shall have the meaning
set forth in the Indenture.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and
(b) the Pay Out Commencement Date.
"Scheduled Principal Allocation Commencement Date" shall mean the
February 2006 Distribution Date.
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"Series 2001-1" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificates.
"Series 2001-1 Pay Out Event" shall have the meaning specified in
Section 9 hereof.
"Series 2001-1 Termination Date" shall mean the earliest to occur
of (a) the Distribution Date on which the Investor Interest is paid in full,
(b) the June 2008 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date, and (ii) with respect to any Transfer Date
during the Rapid Amortization Period, the Adjusted Investor Interest over (b)
the Investor Principal Collections minus the Reallocated Principal
Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with
respect to such Monthly Period that is attributable to Interchange; provided,
however, that Servicer Interchange for a Monthly Period shall not exceed
one-twelfth of the product of (i) the Adjusted Investor Interest as of the
last day of such Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with respect
to any Distribution Date, as the context requires, either (x) the amount
described in subsection 4.9(a)(ix) allocated to the Series 2001-1
Certificates but available to cover shortfalls in amounts paid from
Collections of Finance Charge Receivables for other Series, if any or (y) the
aggregate amount of Collections of Finance Charge Receivables allocable to
other Series in excess of the amounts necessary to make required payments
with respect to such Series, if any, and available to cover shortfalls with
respect to the Investor Certificates.
"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the
amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
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"Targeted Holder" shall mean each holder of a right to receive
interest or principal with respect to the Investor Certificates (or other
interests in the Trust), other than certificates (or other such interests)
with respect to which an opinion is rendered that such certificates (or other
such interests) will be treated as debt for federal income tax purposes, and
any holder of a right to receive any amount in respect of the Transferor
Interest; provided, that any Person holding more than one interest each of
which would cause such Person to be a Targeted Holder shall be treated as a
single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 16(a).
SECTION 3. Servicing Compensation and Assignment of Interchange.
(a) The share of the Servicing Fee allocable to Series 2001-1 with
respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to
one-twelfth of the product of (i) the Series Servicing Fee Percentage and
(ii) the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the
first Transfer Date, the Investor Servicing Fee shall be equal to the product
of (i) a fraction, the numerator of which is the number of days from and
including the Closing Date to and including the last day of the March 2001
Monthly Period and the denominator of which is 360, (ii) 2.0% and (iii) the
Initial Investor Interest on the Closing Date. On each Transfer Date a
portion of Interchange with respect to the related Monthly Period that is on
deposit in the Finance Charge Account shall be withdrawn from the Finance
Charge Account and paid to the Servicer in payment of a portion of the
Investor Servicing Fee with respect to such Monthly Period ("Servicer
Interchange"). Should the Servicer Interchange on deposit in the Finance
Charge Account on any Transfer Date with respect to the related Monthly
Period be less than one-twelfth of 1.00% of the Adjusted Investor Interest as
of the last day of such Monthly Period, the Investor Servicing Fee with
respect to such Monthly Period will not be paid to the extent of such
insufficiency of Servicer Interchange on deposit in the Finance Charge
Account. The share of the Investor Servicing Fee allocable to the
Certificateholders with respect to any Transfer Date (the "Net Investor
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Net
Servicing Fee Rate and (ii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Net Investor Servicing Fee shall
be equal to the product of (i) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the March 2001 Monthly Period and the denominator of which is 360,
(ii) the Net Servicing Fee Rate and (iii) the Investor Interest on the
Closing Date. Except as specifically provided above, the Servicing Fee shall
be paid by the cash flows from the Trust allocated to the Transferor or the
certificateholders of other Series (as provided in the related Supplements)
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and in no event shall the Trust, the Trustee or the Certificateholders be
liable therefor. The Net Investor Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution in
respect thereof pursuant to subsection 4.9(a)(iii).
(b) On or before each Transfer Date, the Transferor shall notify
the Servicer of the amount of Interchange to be included as Collections of
Finance Charge Receivables and allocable to the Certificateholders with
respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product of
(i) the aggregate amount of Interchange with respect to such Monthly Period
and (ii) the Investor Percentage with respect to Finance Charge Receivables
for such Monthly Period. On each Transfer Date, the Transferor shall pay to
the Servicer, and the Servicer shall deposit into the Finance Charge Account,
in immediately available funds, the amount of Interchange to be so included
as Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Transferor at its option,
in accordance with the terms specified in subsection 12.2(a), on any
Distribution Date on or after the Distribution Date on which the Investor
Interest is reduced to an amount less than or equal to 5% of the Initial
Investor Interest. The deposit required in connection with any such
repurchase shall include the amount, if any, on deposit in the Principal
Funding Account and will be equal to the sum of (a) the Investor Interest and
(b) accrued and unpaid interest on the Investor Certificates through the day
preceding the Distribution Date on which the repurchase occurs.
SECTION 5. Delivery and Payment for the Investor Certificates.
The Transferor shall execute and deliver the Series 2001-1 Certificates to
the Trustee for authentication in accordance with Section 6.1. The Trustee
shall deliver such Certificates when authenticated in accordance with Section
6.2.
SECTION 6. Form of Delivery of Investor Certificates. The
Certificates shall be delivered as Registered Certificates as provided in
Section 6.1.
SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3
shall be read in their entirety as provided in the Agreement. Article IV
(except for Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety
as follows and shall be applicable only to the Investor Certificates:
ARTICLE
RIGHTS OF THE CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 8. Rights of the Certificateholders. The Investor
Certificates shall represent undivided interests in the Trust, consisting of
the right to receive, to the extent necessary to make the required payments
with respect to such Investor Certificates at the times and in the amounts
specified in this Agreement, (a) the Floating Investor Percentage and Fixed
Investor Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the Collection
Account, the Finance Charge Account, the Excess Funding Account, the
Principal Account, the Principal Funding Account, the Accumulation Period
Reserve Account and the Distribution Account. The Transferor Certificate
shall not represent any interest in the Collection Account, the Finance
Charge Account, the Principal Account, the Excess Funding Account, the
Principal Funding Account, the Accumulation Period Reserve Account or the
Distribution Account, except as specifically provided in this Article IV.
SECTION 9. Allocations. Allocations During the Revolving Period.
During the Revolving Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in respect
of Finance Charge Receivables on such Date of Processing to be applied in
accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this subsection
4.5(a)(ii)(A) shall not exceed the Daily Principal Shortfall, and (B) pay to
the Holder of the Transferor Certificate an amount equal to the excess, if
any, identified in the proviso to clause (A) above; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate pursuant to
this subsection 4.5(a)(ii)(B) with respect to any Date of Processing shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.3(b)) and otherwise shall
be deposited into the Excess Funding Account.
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(b) Allocations During the Controlled Accumulation Period. During
the Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant
to this subsection 4.5(b)(ii)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause
(A) above; provided, however, that the amount to be paid to the Holder
of the Transferor Certificate pursuant to this subsection 4.5(b)(ii)(B)
with respect to any Date of Processing shall be paid to the Holder of
the Transferor Certificate only if the Transferor Interest on such Date
of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables created
on or prior to such Date of Processing and the application of payments
referred to in subsection 4.3(b)) and otherwise shall be deposited into
the Excess Funding Account.
(c) Allocations During the Rapid Amortization Period. During the
Rapid Amortization Period, the Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account, allocate
to the Certificateholders and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in respect
of Finance Charge Receivables on such Date of Processing to be applied in
accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing; provided, however, that
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the amount deposited into the Principal Account pursuant to this subsection
4.5(c)(ii)(A) shall not exceed the sum of the Investor Interest as of the
close of business on the last day of the prior Monthly Period (after taking
into account any payments to be made on the Distribution Date relating to
such prior Monthly Period and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date relating to such Monthly
Period) and any Reallocated Principal Collections relating to the Monthly
Period in which such deposit is made and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any, identified in
the proviso to clause (A) above; provided, however, that the amount to be
paid to the Holder of the Transferor Certificate pursuant to this subsection
4.5(c)(ii)(B) with respect to any Date of Processing shall be paid to the
Holder of the Transferor Certificate only if the Transferor Interest on such
Date of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables created on or
prior to such Date of Processing and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(d) Limitation on Required Deposits. With respect to the Investor
Certificates, and notwithstanding anything in the Agreement or this Series
Supplement to the contrary, whether or not the Servicer is required to make
monthly or daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.5(a), 4.5(b) and
4.5(c), with respect to any Monthly Period (i) the Servicer will only be
required to deposit Collections from the Collection Account into the Finance
Charge Account or the Principal Account in an amount equal to the lesser of
(x) the amount required to be deposited into any such deposit account
pursuant to subsection 4.5(a), 4.5(b) or 4.5(c) and (y) the amount required
to be distributed on or prior to the related Distribution Date to the
Certificateholders and (ii) if at any time prior to such Distribution Date
the amount of Collections deposited in the Collection Account exceeds the
amount required to be deposited pursuant to clause (i) above, the Servicer
will be permitted to withdraw the excess from the Collection Account. To the
extent that, in accordance with this subsection 4.5(d), the Servicer has
retained amounts which would otherwise be required to be deposited in the
Finance Charge Account or the Principal Account with respect to any Monthly
Period, the Servicer shall be required to deposit such amounts in the Finance
Charge Account or the Principal Account on the related Transfer Date to the
extent necessary to make required distributions to the Certificateholders on
the related Distribution Date, including any amounts which are required to be
applied as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account
on a monthly basis, all requirements herein to deposit amounts on a daily
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basis shall be deemed to be satisfied to the extent that the required monthly
deposit is made and all references to amounts on deposit in such accounts
shall be deemed to include amounts which would otherwise have been deposited
therein on a daily basis.
SECTION 10. Determination of Required Monthly Interest Payment. The
amount of monthly interest distributable to the Series Certificates shall be an
amount equal to the sum of the Class A Note Interest Requirement, the Class B
Note Interest Requirement and the Net Class C Note Interest Requirement
(collectively, the "Note Interest Requirement"); provided, however, that with
respect to the first Distribution Date, each of the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Class C Note
Interest Requirement will include accrued interest at the applicable Note
Interest Rate from the Closing Date through April 15, 2001.
SECTION 11. Determination of Monthly Principal Payments. The
amount of monthly principal distributable from the Principal Account with
respect to the Investor Certificates on each Transfer Date, beginning with
the Transfer Date in the month following the month in which the Controlled
Accumulation Period or, if earlier, the Rapid Amortization Period, begins,
shall be equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such Transfer
Date, (ii) for each Transfer Date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such Transfer Date and (iii) the
Adjusted Investor Interest on such Transfer Date prior to any deposit into
the Principal Funding Account to be made on such day.
SECTION 12. Coverage of Required Amount. On or before each
Transfer Date, the Servicer will determine the amount (the "Required Amount")
by which (A) the sum of (i) the Class A Note Interest Requirement, (ii) the
Class B Note Interest Requirement and (iii) the Net Class C Note Interest
Requirement plus (B) the Net Investor Servicing Fee for the prior Monthly
Period plus (C) the Net Investor Servicing Fee, if any, due but not paid on
any prior Transfer Date plus, (D) the Investor Default Amount for the prior
Monthly Period, if any, exceeds the amount of Available Investor Finance
Charge Collections for such Monthly Period. In the event the Required Amount
is greater than zero, the Servicer shall give written notice to the Trustee
of such positive Required Amount for such Transfer Date and all or a portion
of the Shared Excess Finance Charge Collections allocable to Series 2001-1
with respect to such Transfer Date in an amount equal to the Required Amount,
to the extent available, for such Transfer Date shall be distributed from the
Finance Charge Account on such Transfer Date in accordance with the priority
of payments set forth in subsection 4.9(a).
SECTION 13. Monthly Payments. On or before each Transfer Date,
the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such Transfer
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Date or the related Distribution Date, as applicable, to the extent of
available funds, the amounts required to be withdrawn from the Finance Charge
Account, the Principal Account, the Principal Funding Account and the
Distribution Account as follows:
(i) An amount equal to the Available Investor Finance Charge
Collections for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(ii) an amount equal to Class A Note Interest Requirement for the
related Transfer Date, shall be distributed by the Servicer or the
Trustee to the Certificateholders;
(iii) an amount equal the Class B Note Interest Requirement for
the related Transfer Date shall be distributed by the Servicer or the
Trustee to the Certificateholders;
(iv) an amount equal to the Net Investor Servicing Fee for such
Transfer Date plus the amount of any Net Investor Servicing Fee due but
not paid to the Servicer on any prior Transfer Date shall be distributed
to the Servicer;
(v) an amount equal to the Net Class C Note Interest Requirement
for the related Transfer Date, shall be distributed by the Servicer or
the Trustee to the Certificateholders;
(vi) an amount equal to the Investor Default Amount, if any, for
the preceding Monthly Period shall be treated as a portion of
Available Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(vii) an amount equal to the aggregate amount by which the
Investor Interest has been reduced below the Initial Investor Interest
for reasons other than the payment of principal to the
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be deposited
in the Principal Account on such Transfer Date and treated as a portion
of Available Investor Principal Collections;
(viii) on and after the Accumulation Period Reserve Account
Funding Date, but prior to the date on which the Accumulation Period
Reserve Account terminates, the Trustee will deposit an amount up to the
excess, if any, of the Required Accumulation Period Reserve Account
Amount over the Available Accumulation Period Reserve Account Amount
into the Accumulation Period Reserve Account;
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(ix) an amount equal to the excess, if any, of the Required Owner
Trust Spread Account Amount over the amount then on deposit in the Owner
Trust Spread Account will be paid to the Certificateholders; and
(x) the balance, after payments made pursuant to clauses (i)
through (viii) above, first will be treated as Excess Finance Charge
Collections which will be available to cover shortfalls, if any, in
amounts payable from collections of Finance Charge Receivables with
respect to other Series in accordance with the Agreement, and then the
balance, if any, remaining after any such sharing will be paid to the
Certificateholders.
To the extent of the Finance Charge Shortfall, if any, following
the application on each Transfer Date of Available Investor Finance Charge
Collections as described above, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to apply Shared Excess Finance Charge Collections with respect to
Group One allocable to Series 2001-1 in the priority set forth above.
(a) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections and the denominator of which is equal to the sum
of the Available Investor Principal Collections available for sharing as
specified in the related Supplement for each Series and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other than
this Series 2001-1; and
(ii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsection 4.9(b)(i) above shall be paid to
the Holder of the Transferor Certificate; provided, however, that the
amount to be paid to the Holder of the Transferor Certificate pursuant
to this subsection 4.9(b)(ii) with respect to such Transfer Date shall
be paid to the Holder of the Transferor Certificate only if the
Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date and
the application of payments referred to in subsection 4.3(b)) and
otherwise deposited into the Excess Funding Account.
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(b) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the applicable Controlled Deposit Amount
for such Transfer Date and (iii) the Adjusted Investor Interest prior to
any deposits on such Transfer Date, shall be (A) during the Controlled
Accumulation Period, deposited into the Principal Funding Account, and
(B) during the Rapid Amortization Period paid to the Certificateholders;
and
(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(c)(i) above and the denominator of which is equal to the
sum of the Available Investor Principal Collections available for
sharing as specified in the related Supplement for each Series and (2)
the Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other than
this Series 2001-1; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over (B)
the applications specified in subsection 4.9(c)(i) and (ii) above shall
be paid to the Holder of the Transferor Certificate; provided, however,
that the amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.9(c)(iii) with respect to such Transfer
Date shall be paid to the Holder of the Transferor Certificate only if
the Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in the
Trust of all Receivables created on or prior to such Transfer Date and
the application of payments referred to in subsection 4.3(b)) and
otherwise shall be deposited into the Excess Funding Account.
(iv) On the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date (and on each Distribution Date
thereafter during the Controlled Accumulation Period), the Trustee,
acting in accordance with instructions from the Servicer, shall pay to
the Certificateholders an amount equal to the amount on deposit in the
Principal Funding Account on the related Transfer Date.
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(v) The Controlled Accumulation Period is scheduled to commence at
the close of business on the last day of the January 2005 Monthly
Period; provided, however, that, if the Accumulation Period Length
(determined as described below) is less than 12 months, the date on
which the Controlled Accumulation Period actually commences will be
delayed to the first Business Day of the month that is the number of
whole months prior to the Scheduled Principal Allocation Commencement
Date at least equal to the Accumulation Period Length and, as a result,
the number of Monthly Periods in the Controlled Accumulation Period will
at least equal the Accumulation Period Length. On the November 2004
Determination Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole months
such that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month.
SECTION 14. Investor Charge-Offs. On or before each Transfer
Date, the Servicer shall calculate the Investor Default Amount. If on any
Transfer Date, the Investor Default Amount for the prior Monthly Period
exceeds the sum of the amount allocated with respect thereto pursuant to
subsection 4.9(a)(v), with respect to such Monthly Period, the Investor
Interest (after giving effect to reductions for any Reallocated Principal
Collections on such Transfer Date) will be reduced by the amount of such
excess (such amount, an "Investor Charge-Off"), but not by more than the
lesser of the Investor Default Amount and the Investor Interest (after giving
effect to reductions for any Reallocated Principal Collections on such
Transfer Date) for such Transfer Date. In the event that such reduction
would cause the Investor Interest to be a negative number, the Investor
Interest will be reduced to zero, and no further amounts shall be allocated
to the Investor Certificate. If the Investor Interest has been reduced by
the amount of any Investor Charge-Offs or Reallocated Principal Collections,
such reductions will be reimbursed on any Transfer Date (but not by an amount
in excess of the aggregate unreimbursed Investor Charge-Offs and unreimbursed
Reallocated Principal Collections) by the amount of Available Investor
Finance Charge Collections allocable to Series 2001-1 allocated and available
for such purpose pursuant to subsection 4.9(a)(vi).
SECTION 15. Reallocated Principal Collections. On or before each
Transfer Date, the Servicer shall instruct the Trustee in writing (which
writing shall be substantially in the form of Exhibit B hereto) to withdraw
from the Principal Account and apply Reallocated Principal Collections with
respect to such Transfer Date in an amount equal to the lesser of the
Available Principal Collections and the Monthly Principal Reallocation Amount
for the preceding Monthly Period, and apply such amounts on such Transfer
Date in accordance with the priority set forth in Section 4.9(a) hereof. On
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each Transfer Date the Investor Interest shall be reduced by the amount of
Reallocated Principal Collections for such Transfer Date.
SECTION 16. Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections
allocable to Series 2001-1 on any Transfer Date shall be applied as Available
Investor Principal Collections pursuant to Section 4.9 and shall be deposited
in the Distribution Account.
(b) Shared Principal Collections allocable to Series 2001-1 with
respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 2001-1 for such Transfer
Date; provided, however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less than the Cumulative
Series Principal Shortfall for such Transfer Date, then Shared Principal
Collections allocable to Series 2001-1 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Principal
Shortfall with respect to Series 2001-1 for such Transfer Date and the
denominator of which is the aggregate amount of the Cumulative Series
Principal Shortfall for all Series for such Transfer Date.
SECTION 17. Principal Funding Account.
(a) The Trustee shall establish and maintain, in the name of the
Trust, on behalf of the Trust, for the benefit of the Certificateholders, an
Eligible Deposit Account (the "Principal Funding Account"), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The Principal Funding Account
shall be under the sole dominion and control of the Trustee for the benefit
of the Certificateholders. If at any time the Principal Funding Account
ceases to be an Eligible Deposit Account, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf)
shall, within 10 Business Days, establish a new Principal Funding Account
which meets the conditions specified in the definition of Eligible Deposit
Account, and shall transfer any cash or any investments to such new Principal
Funding Account. The Trustee, at the direction of the Servicer, shall (i)
make withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Series Supplement, and (ii) on
each Transfer Date (from and after the commencement of the Controlled
Accumulation Period) prior to termination of the Principal Funding Account
make a deposit into the Principal Funding Account in the amount specified in,
and otherwise in accordance with, subsection 4.9(c).
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(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any
Transfer Date, after giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or
prior to the next succeeding Transfer Date. The Trustee shall maintain for
the benefit of the Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Permitted Investments. No
Permitted Investment shall be disposed of prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period, and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee,
acting at the Servicer's direction given before each Transfer Date, shall
transfer from the Principal Funding Account to the Finance Charge Account the
Principal Funding Investment Proceeds, but not in excess of the Covered
Amount, for application as Available Investor Finance Charge Collections
applied pursuant to subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds shall be included
as Available Investor Finance Charge Collections for such Transfer Date. An
amount equal to any Principal Funding Investment Shortfall shall be deposited
in the Finance Charge Account on each Transfer Date from the Accumulation
Period Reserve Account to the extent funds are available pursuant to
subsection 4.14(d) and included as Available Investor Finance Charge
Collections for such Transfer Date. Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part of the amounts
on deposit in the Principal Funding Account for purposes of this Series
Supplement.
SECTION 18. Accumulation Period Reserve Account.
(a) The Trustee shall establish and maintain, on behalf of the
Trust, for the benefit of the Certificateholders, an Eligible Deposit Account
(the "Accumulation Period Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Accumulation Period Reserve
Account and in all proceeds thereof. The Accumulation Period Reserve Account
shall be under the sole dominion and control of the Trustee for the benefit
of the Certificateholders. If at any time the institution holding the
Accumulation Period Reserve Account ceases to be an Eligible Deposit Account,
the Transferor shall notify the Trustee, and the Trustee upon being notified
(or the Servicer on its behalf) shall, within 10 Business Days, establish a
new Accumulation Period Reserve Account meeting the conditions specified in
the definition of Eligible Deposit Account, and shall transfer any cash or
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any investments to such new Accumulation Period Reserve Account. The
Trustee, at the direction of the Servicer, shall (i) make withdrawals from
the Accumulation Period Reserve Account from time to time in an amount up to
the Available Accumulation Period Reserve Account Amount at such time, for
the purposes set forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Accumulation Period Reserve Account Funding Date)
prior to termination of the Accumulation Period Reserve Account make a
deposit into the Accumulation Period Reserve Account in the amount specified
in, and otherwise in accordance with, subsection 4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve Account
shall be invested at the direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Accumulation Period Reserve
Account on any Transfer Date, after giving effect to any withdrawals from the
Accumulation Period Reserve Account on such Transfer Date, shall be invested
in such investments that will mature so that such funds will be available for
withdrawal on or prior to the next succeeding Transfer Date. The Trustee
shall maintain for the benefit of the Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Transfer Date on funds
on deposit in the Accumulation Period Reserve Account shall be retained in
the Accumulation Period Reserve Account (to the extent that the Available
Accumulation Period Reserve Account Amount is less than the Required
Accumulation Period Reserve Account Amount) and the balance, if any, shall be
deposited into the Finance Charge Account and included in Available Investor
Finance Charge Collections for such Transfer Date. For purposes of
determining the availability of funds or the balance in the Accumulation
Period Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such
funds shall be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Investor Interest and
on or before the first Transfer Date with respect to the Rapid Amortization
Period, the Servicer shall calculate the "Accumulation Period Reserve Draw
Amount" which shall be equal to the Principal Funding Investment Shortfall
with respect to each Transfer Date with respect to the Controlled
Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to
the extent that funds otherwise would be available for deposit in the
Accumulation Period Reserve Account under Section 4.9(vii) with respect to
such Transfer Date.
(d) In the event that for any Transfer Date the Accumulation
Period Reserve Draw Amount is greater than zero, the Accumulation Period
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Reserve Draw Amount, up to the Available Accumulation Period Reserve Account
Amount, shall be withdrawn from the Accumulation Period Reserve Account on
such Transfer Date by the Trustee (acting in accordance with the instructions
of the Servicer), deposited into the Finance Charge Account and included in
Available Investor Finance Charge Collections for such Transfer Date.
(e) In the event that the Accumulation Period Reserve Account
balance on any Transfer Date, after giving effect to all deposits to and
withdrawals from the Accumulation Period Reserve Account with respect to such
Transfer Date, is greater than zero, the Trustee, acting in accordance with
the instructions of the Servicer, shall withdraw from the Accumulation Period
Reserve Account, and include as Available Investor Finance Charge Collections
for such Transfer Date, an amount equal to such Accumulation Period Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date, the Trustee, acting in accordance
with the instructions of the Servicer, shall withdraw from the Accumulation
Period Reserve Account and deposit all such amounts, if any, into the
Finance Charge Account to be treated as Available Investor Finance Charge
Collections and the Accumulation Period Reserve Account shall be deemed to
have terminated for purposes of this Series Supplement.
SECTION 19. Transferor's or Servicer's Failure to Make a Deposit
or Payment. If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required to
be made or given by the Servicer or Transferor, respectively, at the time
specified in the Agreement (including applicable grace periods), the Trustee
shall make such payment or deposit from the applicable Investor Account
without instruction from the Servicer or Transferor. The Trustee shall be
required to make any such payment, deposit or withdrawal hereunder only to
the extent that the Trustee has sufficient information to allow it to
determine the amount thereof; provided, however, that the Trustee shall in
all cases be deemed to have sufficient information to determine the Class A
Note Interest Requirement, the Class B Note Interest Requirement, the Class C
Interest Requirement, the Net Class C Interest Requirement and the amount of
the Principal Payment on each Distribution Date. The Servicer shall, upon
request of the Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such payment, deposit or withdrawal.
Such funds or the proceeds of such withdrawal shall be applied by the Trustee
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in the manner in which such payment or deposit should have been made by the
Transferor or the Servicer, as the case may be.
SECTION 20. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Certificateholders:
ARTICLE
DISTRIBUTIONS AND REPORTS TO THE
INVESTOR CERTIFICATEHOLDERS
SECTION 21. Distributions. On each Transfer Date, the Trustee
shall distribute (in accordance with the certificates delivered on or before
the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.4(b)) to the Certificateholders of record on the immediately
preceding Record Date (other than as provided in subsection 2.4(e) or Section
12.3 respecting a final distribution)the amounts on deposit in the
Distribution Account which are payable to the Certificateholders pursuant to
Section 4.9 by check mailed to the Certificateholders (at the
Certificateholders' addresses as they appear in the Certificate Register),
except that in the event the Investor Certificates are registered in the name
of the nominee of a Clearing Agency or the Owner Trust, such distribution
shall be made in immediately available funds.
SECTION 22. Monthly Certificateholders' Statement. On or before
each Distribution Date, the Trustee shall forward to the Certificateholders,
each Rating Agency and the Owner Trustee a statement substantially in the
form of Exhibit C to this Series Supplement prepared by the Servicer,
delivered to the Trustee and setting forth, among other things, the following
information (which, in the case of subclauses (i) and (ii) below, shall be
stated on the basis of an original principal amount of $1,000 per Certificate
and, in the case of subclauses (viii) and (ix) shall be stated on an
aggregate basis and on the basis of an original principal amount of $1,000
per Certificate, as applicable):
(i) the amount of the current distribution allocable to the
payment of principal with respect to the Certificates;
(ii) the amount of the current distribution allocable to the Class
A Note Interest Requirement, Class B Note Interest Requirement, and the
Net Class C Note Interest Requirement, respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect of
the Certificates;
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(iv) the amount of Collections of Finance Charge Receivables
processed during the related Monthly Period and allocated in respect of
the Certificates;
(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Floating Investor
Percentage and the Fixed Investor Percentage as of the close of business
on the Distribution Date preceding such Transfer Date (after giving
effect to all of the transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which were 30 to
59, 60 to 89, and 90 or more days delinquent as of the end of the day on
the Record Date;
(vii) the Aggregate Investor Default Amount for the related
Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs, for the
related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs, reimbursed on
the Transfer Date immediately preceding such Distribution Date;
(x) the amount of the Investor Servicing Fee for the related
Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Principal Collections with
respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;
(xv) the Principal Funding Investment Shortfall on the related
Transfer Date;
(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the related
Transfer Date; and
(xvii) such other items as are set forth in Exhibit C to this
Series Supplement.
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(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2002, the
Trustee shall distribute to each Person who at any time during the preceding
calendar year was a Series 2001-1 Certificateholder, a statement prepared by
the Servicer containing the information required to be contained in the
regular monthly report to the Certificateholders, as set forth in subclauses
(i) and (ii) above, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series 2001-1
Certificateholder, together with such other customary information (consistent
with the treatment of the Certificates as debt) as the Servicer deems
necessary or desirable to enable the Certificateholders to prepare its tax
returns. Such obligations of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Internal Revenue
Code as from time to time in effect.
SECTION 23. Series 2001-1 Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make any payment
or deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Certificateholders and which continues
unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the Holder
of the Investor Certificates and continues to affect materially and adversely
the interests of the Certificateholders;
(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor
pursuant to Section 2.1 or 2.6, (i) shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect
in any material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of the Investor Certificates, and (ii) as a result of
which the interests of the Certificateholders are materially and adversely
affected and continue to be materially and adversely affected for such
period; provided, however, that a Series 2001-1 Pay Out Event pursuant to
this subsection 9(b) shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all of
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such Receivables, if applicable, during such period in accordance with the
provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average of the Base Rates
for such period;
(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by
subsection 2.6(a);
(e) any Servicer Default shall occur which would have a material
adverse effect on the Certificateholders;
(f) the Investor Interest shall not be paid in full on the second
Distribution Date following the Scheduled Principal Allocation Commencement
Date; or
(g) the occurrence of an Event of Default under the Indenture;
(h) then, in the case of any event described in subsection 9(a),
(b) or (e) hereof, after the applicable grace period set forth in such
subsections, either the Trustee or the Noteholders representing not less than
50% of the outstanding principal amount of the Notes by notice then given in
writing to the Transferor and the Servicer (and to the Trustee if given by
the Noteholders) may declare that a pay out event (a "Series 2001-1 Pay Out
Event") has occurred with respect to the Series Certificates as of the date
of such notice, and in the case of any event described in subsection 9(c),
(d), (f) or (g) hereof, a Series 2001-1 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 24. Series 2001-1 Termination. The right of the
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 2001-1 Termination Date.
SECTION 25. 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 26. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY
AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST
HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
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(a) Article 8. The Series Certificates shall be securities
governed by Article 8 of the New York Uniform Commercial Code, as amended
from time to time. The foregoing declaration shall not be amended, modified,
revoked or otherwise changed during the effectiveness of this Agreement
without the prior written consent of the Indenture Trustee.
SECTION 27. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and the Certificateholders,
by accepting Series 2001-1 Certificates hereby covenant and agree that they
will not at any time institute against the Trust, or join in any institution
against the Trust of, any bankruptcy proceedings under any United States
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Certificateholders, the Agreement or this Series Supplement.
SECTION 28. Amendment to Agreement. By purchasing its Series
2001-1 Certificates the Certificateholders shall be deemed to have consented
that The Chase Manhattan Bank shall be replaced as Servicer with Chase
Manhattan Bank USA, National Association, as a successor servicer pursuant to
an amendment of the Agreement to be executed at such time as shall be agreed
to by the parties thereto.
SECTION 29. Tax Representation and Covenant. Any
Certificateholder shall be required to represent and covenant in connection
with such acquisition that (x) it has neither acquired, nor will it sell,
trade or transfer any interest in the Trust or cause any interest in the
Trust to be marketed on or through an "established securities market" within
the meaning of Code section 7704(b)(1), including without limitation an
interdealer quotation system that regularly disseminates firm buy or sell
quotations by identified brokers or dealers by electronic means or otherwise,
(y) unless the Transferor consents otherwise, such holder (i) is properly
classified as, and will remain classified as, a "corporation" as described in
Code section 7701(a)(3) and (ii) is not, and will not become, an S
corporation as described in Code section 1361, and (z) it will (i) cause any
participant with respect to such interest otherwise permitted hereunder to
make similar representations and covenants for the benefit of the Transferor
and the Trust and (ii) forward a copy of such representations and covenants
to the Trustee. Each such Holder shall further agree in connection with its
acquisition of such interest that, in the event of any breach of its (or its
participant's) representation and covenant that it (or its participant) is
and shall remain classified as a corporation other than an S corporation, the
Transferor shall have the right to procure a replacement investor to replace
such holder (or its participant), and further that such holder shall take all
actions necessary to permit such replacement investor to succeed to its
rights and obligations as a holder (or to the rights of its participant).
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SECTION 30. Transfers of the Certificates.
(a) No portion of the Certificate or any interest therein may be
sold (including in the initial offering), conveyed, assigned, hypothecated,
pledged, participated, or otherwise transferred (each, a "Transfer") except
in accordance with this Section 16. No portions of the Certificates or any
interest therein may be Transferred to any Person (other than Wilmington
Trust Company, not in its individual capacity but solely as Owner Trustee for
the Chase Credit Card Owner Trust 2001-1 and The Bank of New York, not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2001-1) (each, an "Assignee"), unless the
Assignee shall have executed and delivered the certification referred to in
subsection 16(e) below. Any attempted Transfer that would cause the number
of Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S.,
(ii) a corporation, partnership or other entity organized in or under the
laws of the U.S. or any political subdivision thereof which, if such entity
is a tax-exempt entity, recognizes that payments with respect to the
Certificate may constitute unrelated business taxable income or (iii) a
Person not described in (i) or (ii) whose ownership of any interest in the
Certificates is effectively connected with the conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each Assignee also shall agree that (a) if it is a
person described in clause (A)(i) or (A)(ii) above, it will furnish to the
Person from whom it is acquiring any interest in the Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service
Form W-9 (and will agree to furnish a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously
delivered form) or (b) if it is a person described in clause (A)(iii) above,
it will furnish to the person from whom it is acquiring any interest in the
Certificates, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form 4224 (and will agree to furnish a new Form 4224, or any
successor applicable form, upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance with
applicable U.S. laws), and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates and
any Assignee thereof shall certify to the Transferor, the Servicer and the
Trustee that, in the case of any Assignee, it has not acquired and, in the
case of each Initial Purchaser and any Assignee, it will not sell, trade or
transfer any interest in the Certificates or cause an interest in the
Certificates to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury
regulation thereunder, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly
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disseminates firm buy or sell quotations. In addition, any Assignee shall
certify, prior to any delivery or Transfer to it of any Certificates that it
is not and will not become, for so long as it holds an interest in the
Certificates, a partnership, Subchapter S corporation or grantor trust for
U.S. federal income tax purposes or, if it is such a Person, the Certificates
will represent not more than 50% of the value of all of its assets. Each
Initial Purchaser of an interest in the Certificates acknowledges that the
Opinion of Counsel to the effect that the Trust will not be treated as a
publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of its certifications described in this subsection 16(c). For
purposes of this Section 16, "Initial Purchaser" shall mean the Transferor,
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee for the Chase Credit Card Owner Trust 2001-1 and The Bank of New York
not in its individual capacity but solely in its capacity as indenture
trustee for the Chase Credit Card Owner Trust 2001-1.
(d) Each Initial Purchaser of any interest in the Certificates
shall, by its acceptance of the Certificates, be deemed to have certified and
each Assignee shall certify to the Transferor, the Servicer and the Trustee
(i) that it has purchased its interest in the Certificates for investment
only and not with a view to any public distribution thereof, (ii) that it
will not offer, sell, pledge or otherwise transfer its interest in all or any
portion of the Certificates, except in compliance with the Securities Act and
other applicable laws and only (1) to the Transferor or (2) to a limited
number of institutional "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) and in a transaction exempt from
the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) and
(iii) its purchase of its interest in the Certificates is not being made in
reliance on the Prospectus. Each holder by acquiring the Certificates must
represent that it is an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any portion
of the Certificates shall be made at the office of the Transfer Agent and
Registrar and shall be accompanied by letters of representations from the
prospective Certificateholders substantially in the form attached as Exhibit
D, executed by the ultimate beneficial purchaser of the Investor Interest (or
any portion thereof) in person or by such prospective Certificateholders'
attorney thereunto duly authorized in writing, and receipt by the Trustee of
the written consent of each of the Transferor and the Servicer to such
transfer, the Certificates (or such portion thereof) shall be transferred
upon the Certificate Register. Such transfers of all or any portion of the
Certificates shall be subject to the restrictions set forth in this Section
16 and to such other restrictions as shall be set forth in the letter of
representations, substantially in the form attached as Exhibit D, executed by
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the purchasing Certificateholders. Successive registrations and
registrations of transfers as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the Certificate
Register.
(f) The Transferor and the Servicer will facilitate any transfer
of the Certificates consistent with the requirements of this Section 16,
including assisting in the determination as to whether the number of Targeted
Holders would exceed ninety-nine.
SECTION 31. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the Trustee and any
Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Certificateholders of interest, original issue
discount, or other amounts that the Trustee, any Paying Agent, the Servicer
or the Transferor reasonably believes are applicable under the Code. The
consent of the Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any
amount from payments made to any Certificateholders pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to
such Certificateholders the amount withheld and all such amounts shall be
deemed to have been paid to such Certificateholders and such
Certificateholders shall have no claim therefor.
SECTION 32. Tax Characterization of the Certificates. It is the
intention of the parties hereto that the provisions of Section 3.7 of the
Agreement shall not apply to cause the Certificates to be treated as debt for
Federal, state and local income and franchise tax purposes, but rather it is
the intention of the parties hereto that the Certificates be treated for
Federal, state and local income and franchise tax purposes as representing an
undivided beneficial interest in the assets of the Trust.
SECTION 33. ERISA Legend. Each Certificate will bear a legend or
legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
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OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (E)(1) OF THE CODE, OR (III)
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 2001-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By:_________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
Transferor prior to June 1, 1996
and Servicer
By:_________________________________
Name:
Title:
THE BANK OF NEW YORK, Trustee
By:_________________________________
Name:
Title:
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EXHIBIT A
FORM OF CERTIFICATE
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (E)(1) OF THE CODE, OR (III)
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
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No. 1 $850,000,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2001-1 CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard (Registered Trademark) and VISA
(Registered Trademark) credit card receivables generated or acquired by
Chase Manhattan Bank USA, National Association ("Chase USA") and other assets
and interests constituting the Trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of
Chase USA r any Affiliate thereof.)
This certifies that CHASE CREDIT CARD OWNER TRUST
2001-1 (the "Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which consists of a
portfolio of receivables (the "Receivables") now existing or hereafter
created and arising in connection with selected MasterCard and VISA credit
card accounts (the "Accounts") of Chase USA, all monies due or to become due
in payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Interchange and Recoveries (if any), all
proceeds of the foregoing and the other assets and interests constituting the
Trust pursuant to the Third Amended and Restated Pooling and Servicing
Agreement dated as of November 15, 1999 as supplemented by the Series 2001-1
Supplement dated as of March 15, 2001 (collectively, the "Pooling and
Servicing Agreement"), by and among Chase USA, as Transferor on and after
June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996
and as Servicer, and The Bank of New York, as Trustee (the "Trustee"). To
the extent not defined herein, capitalized terms used herein have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. This Certificate is a duly authorized Investor
Certificate entitled "Series 2001-1 Certificate" (the "Certificate"), which
represents an Undivided Interest in the Trust, including the right to receive
the Collections and other amounts allocated to the Certificates at the times
and in the amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and the
Accumulation Period Reserve Account or paid to the Certificateholder.
The aggregate interest represented by the Certificate at any time
in the Principal Receivables in the Trust shall not exceed an amount equal to
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the Investor Interest at such time. As of the Closing Date, the Initial
Investor Interest is $850,000,000.
The Investor Interest on any date of determination will be an
amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such
date, and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by
the aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, the Transferor will retain an
undivided interest in the Trust pursuant to the Pooling and Servicing
Agreement. The Transferor Interest is the interest in the Principal
Receivables not represented by all of the Investor Certificates issued by the
Trust. The Transferor Interest may be exchanged by the Transferor pursuant
to the Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reduced Transferor Interest upon the conditions set forth
in the Pooling and Servicing Agreement.
The Trust shall pay to the Series 2001-1 Certificateholder an
amount equal to the sum of the Class A Note Interest Requirement, the Class B
Note Interest Requirement and the Net Class C Note Interest Requirement, with
respect to each Interest Period, as more specifically set forth in the
Pooling and Servicing Agreement (collectively, the "Note Interest Amount"),
and will be distributed on the Business Day preceding April 16, 2001 and the
15th day of each calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution Date"), to the
Certificateholder of record as of the last Business Day of the calendar month
preceding such Distribution Date (the "Record Date"). During the Rapid
Amortization Period, in addition to the Note Interest Amount, principal will
be distributed to the Certificateholder on each Distribution Date to the
extent of Available Investor Principal Collections until the Certificate has
been paid in full. During the Controlled Accumulated Period, in addition to
monthly payments of the Note Interest Amounts, the amount on deposit in the
Principal Funding Account will be distributed as principal to the
Certificateholder on the Business Day preceding the February 2006
Distribution Date (the "Scheduled Principal Allocation Commencement Date"),
-39-
unless distributed earlier as a result of the occurrence of a Pay Out Event
in accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 2001-1 Certificate, (ii) from
other amounts constituting Available Investor Finance Charge Collections, the
sum of (A) the Class A Note Interest Requirement, (B) the Class B Note
Interest Requirement, and (C) the Net Class C Note Interest Requirement.
On each Transfer Date, the Trustee shall apply the Available
Investor Finance Charge Collections withdrawn from the Finance Charge
Account, as required by the Pooling and Servicing Agreement, in the following
order of priority: (i) an amount equal to the Class A Note Interest
Requirement for the related Payment Date, (ii) an amount equal to the Class B
Note Interest Requirement for the related Payment Date, (iii) the amount of
any Net Investor Servicing Fee for such Transfer Date plus the amount of any
Net Investor Servicing Fee due but not paid on any prior Transfer Date, (iv)
an amount equal to the Net Class C Note Interest Requirement for the related
Payment Date, (v) an amount equal to the Investor Default Amount, if any, for
the preceding Monthly Period, (vi) an amount equal to the sum of the Investor
Charge-Offs and the amount of Reallocated Principal Collections which have
not been previously reimbursed,(vii) in accordance with the terms of the
Pooling and Servicing Agreement, an amount equal to the excess of the
Required Accumulation Period Reserve Account Amount over the Available
Accumulation Period Reserve Account Amount and (viii) the excess, if any, of
the Required Owner Trust Spread Account Amount over the amount then on
deposit in the Owner Trust Spread Account.
On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulated Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the Servicer
shall instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from
the Principal Account an amount equal to the least of (a) the Available
Investor Principal Collections on deposit in the Principal Account, (b) the
applicable Controlled Deposit Amount and (c) the Adjusted Investor Interest
prior to any deposits on such date and from such amounts, and (i) during the
Controlled Accumulation Period, deposit such amount into the Principal
Funding Account, and (ii) during the Rapid Amortization Period, pay such
amount to the Certificateholder.
Distributions with respect to this Series 2001-1 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
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Servicing Agreement, wire transfer or check mailed to the address of the
Series 2001-1 Certificateholder of record appearing in the Certificate
Register and except for the final distribution in respect of this Series
2001-1 Certificate, without the presentation or surrender of this Series
2001-1 Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase Credit
Card Master Trust. This Certificate does not represent an obligation of, or
an interest in, the Transferor or the Servicer, and neither the Certificate
nor the Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This Series
2001-1 Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth hereinabove
and in the Pooling and Servicing Agreement.
The Transfer of this Certificate shall be registered in the Certificate
Register upon surrender of this agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Certificateholder or such Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar, and any
agent of any of them, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Servicer,
the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any
agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of the
Series 2001-1 Certificateholder to receive payment from the Trust will
terminate on the first Business Day following the Series 2001-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
shall execute and deliver such instruments of transfer and assignment, in
each case without recourse, as shall be prepared by the Servicer reasonably
requested by the Holder of the Transferor Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
This Series 2001-1 Certificate is a security governed by Article 8
of the New York Uniform Commercial Code, as amended from time to time. The
foregoing declaration shall not be amended, modified, revoked or otherwise
-41-
changed during the effectiveness of the Series Supplement without the prior
written consent of the Indenture Trustee.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National Association,
has caused this Certificate to be duly executed.
By:_________________________________
Authorized Officer
Dated:
-42-
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Certificate of Chase Credit Card Master Trust, Series
2001-1, referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:_______________________________
Authorized Signatory
Dated:
-43-
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
[TO COME]
-44-
EXHIBIT C
FORM OF MONTHLY SERIES 2001-1 CERTIFICATEHOLDER'S STATEMENT
[TO COME]
-45-
EXHIBIT D
FORM OF TRANSFEREE REPRESENTATION LETTER
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York
Xxxxx Xxxx Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2001-1
Ladies and Gentlemen:
In connection with our proposed purchase of $[ ] in
principal amount of the Chase Credit Card Master Trust, Series 2001-1
certificates(the "Certificates"), we confirm that:
I. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
II. We agree to be bound by the restrictions and conditions
relating to the Certificates set forth in the Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15, 1999, as amended
and as supplemented by the Series 2001-1 Supplement dated as of March 15,
2001 (the "Series 2001-1 Supplement" and together with the Pooling and
Servicing Agreement, the "Pooling and Servicing Agreement"), each by and
among Chase USA, as Transferor on and after June 1, 1996, The Chase Manhattan
Bank, as Transferor prior to June 1, 1996 and as Servicer, and The Bank of
New York, as Trustee ("Trustee"), and agree to be bound by, and not to
reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer")
the Certificates except in compliance with such restrictions and conditions
including but not limited to those in Section 16 of the Series 2001-1
Supplement.
III. We agree that the Certificates may be reoffered, resold,
pledged or otherwise transferred only in compliance with the Securities Act
of 1933, as amended (the "Securities Act") and other applicable laws and only
(i) to the Transferor or (ii) to a limited number of institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
-46-
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
IV. We have neither acquired nor will we Transfer the Certificates
we acquire (or any interest therein) or cause any part of the certificates
(or any interest therein) to be marketed on or through an "established
securities market" within the meaning of Section 7704(b)(1) of the Internal
Revenue Code of 1986, as amended (the "Code") and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.
V. We are not and will not become, for so long as we own any
interest in the Certificates, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are
such a Person, the Certificates do not represent more than 50% of the value
of all of our assets.
VI. We are a person who is either (A)(i) a citizen or resident of
the United States, (ii) a corporation or other entity organized in or under
the laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificates is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described
in clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we
are acquiring an interest in the Certificates, the Servicer and the Trustee,
a properly executed U.S. Internal Revenue Service Form W-9 and a new Form
W-9, or any successor applicable form, upon the expiration or obsolescence of
any previously delivered form or (b) if we are a person described in clause
(A)(iii) above, we will furnish to the person from whom we are acquiring an
interest in the Certificates, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 or Form W-8ECI and a new
Form 4224 or Form W-8ECI , or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form (and, in each
case, such other certifications, representations or opinions of counsel as
may be requested by the Trustee). We recognize that if we are a tax-exempt
entity, payments with respect to the Certificates may constitute unrelated
business taxable income.
VII. We understand that a subsequent Transfer of the Certificates
will be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 2001-1 Supplement) to exceed ninety nine.
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VIII. We understand that the opinion of tax counsel that the
Trust is not a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the representations in paragraphs 4 and
5.
IX. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act)
and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the
Certificates, and we and any account for which we are acting are each able to
bear the economic risk of our or its investment.
X. We are acquiring the Certificates purchased by us for our own
account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
XI. We are not (a) an "employee benefit plan" (as defined in
Section 3(3) of ERISA), including governmental plans and church plans, (b) a
plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Xxxxx
plans, or (c) any other entity whose underlying assets include "plan assets"
(as defined in United States Department of Labor ("DOL") Regulation Section
2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason
of a plan's investment in the entity, including, without limitation, an
insurance company general account
XII. We understand that any purported Transfer of any portion of
the Certificates in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the representation
in paragraph 5 by an investor who continues to hold an interest in the
Certificates occurring any time after the Transfer in which it acquired such
Certificates) shall be null and void and the purported transferee shall not
be recognized by the Trust or any other person as a Certificate Holder for
any purpose.
XIII. We further understand that, on any proposed resale,
pledge or transfer of the Certificates, we will be required to furnish to the
Trustee and the Registrar, such certifications and other information as the
Trustee or the Registrar may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions and with the restrictions and
conditions of the Certificates and the Pooling and Servicing Agreement
pursuant to which the Certificates were issued and we agree that if we
determine to Transfer the Certificates, we will cause our proposed transferee
to provide the Transferor, the Servicer and the Trustee with a letter
substantially in the form of this letter. We further understand that the
Certificates purchased by us will bear a legend to the foregoing effect.
-48-
XIV. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Certificates has been duly authorized by such
beneficial purchaser of the Certificates to do so.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.
Very truly yours
[full legal name of purchaser]
By:_________________________________
Name:
Title
-49-
Table of Contents
Page
SECTION 1. Designation ............................................. 1
SECTION 2. Definitions.............................................. 1
SECTION 3. Servicing Compensation and Assignment of Interchange..... 2
SECTION 4. Reassignment and Transfer Terms.......................... 3
SECTION 5. Delivery and Payment for the Investor Certificates....... 14
SECTION 6. Form of Delivery of Investor Certificates................ 14
SECTION 7. Article IV of Agreement.................................. 14
SECTION 8. Rights of the Certificateholders......................... 14
SECTION 9. Allocations.............................................. 15
SECTION 10. Determination of Required Monthly Interest Payment....... 17
SECTION 11. Determination of Monthly Principal Payments.............. 17
SECTION 12. Coverage of Required Amount.............................. 17
SECTION 13. Monthly Payments......................................... 18
SECTION 14. Investor Charge-Offs..................................... 21
SECTION 15. Reallocated Principal Collections........................ 21
SECTION 16. Shared Principal Collections............................. 22
SECTION 17. Principal Funding Account................................ 22
SECTION 18. Accumulation Period Reserve Account...................... 23
SECTION 19. Transferor's or Servicer's Failure to Make a
Deposit or Payment.................................... 25
SECTION 20. Article V of the Agreement............................... 25
SECTION 21. Distributions............................................ 25
SECTION 22. Monthly Certificateholders' Statement.................... 26
SECTION 23. Series 2001-1 Pay Out Events............................. 28
SECTION 24. Series 2001-1 Termination................................ 30
SECTION 25. Counterparts............................................. 30
SECTION 26. Governing Law............................................ 30
SECTION 27. No Petition.............................................. 30
SECTION 28. Amendment to Agreement................................... 30
SECTION 29. Tax Representation and Covenant.......................... 31
SECTION 30. Transfers of the Certificates............................ 31
SECTION 31. Tax Characterization of the Certificates................. 33
SECTION 32. ERISA Legend............................................. 33
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EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions
and Notification to the Trustee
EXHIBIT C Form of Monthly Series 2001-1 Certificateholder's
Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing
Agreement with respect to the Investor Certificate
-51-
