Clearstream Uses in Definitions Clause

Definitions from Indenture

INDENTURE, dated as of April 11, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL1, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL1, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word including and its variations shall mean including without limitation. Whenever any reference is made to an amount the determination of which is governed by Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated Articles, Sections, Subsections and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed. The words herein, hereof, hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision. Any capitalized term used herein without definition shall have the meaning ascribed to such term in the Servicing Agreement. 17g-5 Information: The meaning specified in Section 14.3(h) hereof. 17g-5 Website: A password-protected internet website which shall initially be located at www.structuredfn.com. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Trustee, the Collateral Administrator, the Loan Obligation Manager, the Placement Agent, and the Rating Agencies, which notice shall set forth the date of change and new location of the 17g-5 Website. 1940 Act: Investment Company Act of 1940, as amended. A Note: A promissory note secured by a mortgage on commercial real estate property that is not subordinate in right of payment to any separate promissory note secured by a direct or beneficial interest in the same property. Accepted Loan Servicer: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business of servicing commercial mortgage loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Loan Obligations owned or to be owned by the Issuer, (2) as to which Moodys has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) is currently acting as a servicer in a commercial mortgage backed securities transaction rated by DBRS and DBRS has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings within the prior 12 month period (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination. Account: Any of the Interest Collection Account, the Principal Collection Account, the Unused Proceeds Account, the RDD Funding Account, the Payment Account, the Expense Account, the Custodial Account and the Preferred Share Distribution Account and any subaccount thereof that the Trustee deems necessary or appropriate. Accountants Report: A report of a firm of Independent certified public accountants of recognized national reputation appointed by the Issuer pursuant to Section 10.13(a), which may be the firm of independent accountants that reviews or performs procedures with respect to the financial reports prepared by the Issuer or the Loan Obligation Manager. Act or Act of Securityholders: The meaning specified in Section 14.2 hereof. Additional Loan Obligations: Loan Obligations that are acquired by the Issuer during the Post-Closing Acquisition Period. Advancing Agent: Arbor Realty SR, Inc., unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter Advancing Agent shall mean such successor Person. Advancing Agent Fee: The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with the Priority of Payments, equal to 0.07% per annum on the Aggregate Outstanding Amount of the Notes on such Payment Date prior to giving effect to payments on such Payment Date; which fee may be waived by the Advancing Agent, in its discretion in connection with any Payment Date unless such fee is payable to the Back-up Advancing Agent pursuant to the Priority of Payments. Advisers Act: The Investment Advisers Act of 1940, as amended. Advisory Committee: The meaning specified in the Loan Obligation Management Agree

Definitions from Mortgage

AGREEMENT, dated as of February 16, 2017, among the Federal Home Loan Mortgage Corporation ("Freddie Mac") and Holders of Debt Securities (each as hereinafter defined).

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, unless the context otherwise requires. Additional Debt Securities: Debt Securities issued by Freddie Mac with the same terms (other than Issue Date, interest commencement date and issue price) and conditions as Debt Securities for which settlement has previously occurred so as to form a single series of Debt Securities as specified in the applicable Supplemental Agreement. Agreement: This Global Debt Facility Agreement dated as of February 16, 2017, as it may be amended or supplemented from time to time, and successors thereto pursuant to which Freddie Mac issues the Debt Securities. Amortizing Debt Securities: Debt Securities on which Freddie Mac makes periodic payments of principal during the terms of such Debt Securities as described in the related Supplemental Agreement. Beneficial Owner: The entity or individual that beneficially owns a Debt Security. Bonds: Callable or non-callable, puttable or non-puttable Debt Securities with maturities of more than ten years. Book-Entry Rules: The Department of Housing and Urban Development regulations (24 C.F.R. Part 81, Subpart H) applicable to the Fed Book-Entry Debt Securities, FHFA regulations, 12 C.F.R. Part 1249, and such procedures as to which Freddie Mac and the FRBNY may agree. Business Day: (i) With respect to Fed Book-Entry Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which the FRBNY is closed, (d) as to any Holder of a Fed Book-Entry Debt Security, a day on which the Federal Reserve Bank that maintains the Holder's account is closed, or (e) a day on which Freddie Mac's offices are closed; and (ii) with respect to Registered Debt Securities, any day other than (a) a Saturday, (b) a Sunday, (c) a day on which banking institutions are closed in (i) the City of New York, if the Specified Payment Currency is U.S. dollars or (2) the Principal Financial Center of the country of such Specified Payment Currency, if the Specified Payment Currency is other than U.S. dollars or euro, (d) if the Specified Payment Currency is euro, a day on which the TARGET2 system is not open for settlements, or a day on which payments in euro cannot be settled in the international interbank market as determined by the Global Agent, (e) for any required payment, a day on which banking institutions are closed in the place of payment, or (f) a day on which Freddie Mac's offices are closed. Calculation Agent: Freddie Mac or a bank or broker-dealer designated by Freddie Mac in the applicable Supplemental Agreement as the entity responsible for determining the interest rate on a Variable Rate Debt Security. Calculation Date: In each year, each of those days in the calendar year that are specified in the applicable Supplemental Agreement as being the scheduled Interest Payment Dates regardless, for this purpose, of whether any such date is in fact an Interest Payment Date and, for the avoidance of doubt, a "Calculation Date" may occur prior to the Issue Date or after the last Principal Payment Date. Cap: A maximum interest rate at which interest may accrue on a Variable Rate Debt Security during any Interest Reset Period. Citibank - London: Citibank, N.A., London office, the Global Agent for Registered Debt Securities. Citigroup - Frankfurt: Citigroup Global Markets Deutschland AG, the Registrar for Registered Debt Securities. Clearstream, Luxembourg: Clearstream Banking (organization) values">Clearstream Banking, societe anonyme, which holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants. CMS Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMS Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(N). CMT Determination Date: The second New York Banking Day preceding the applicable Reset Date. CMT Rate: The rate determined by the Calculation Agent in accordance with Section 2.07(i)(M). Code: The Internal Revenue Code of 1986, as amended. Common Depositary: The common depositary for Euroclear, Clearstream, Luxembourg and/or any other applicable clearing system, which will hold Other Registered Debt Securities on behalf of Euroclear, Clearstream, Luxembourg and/or any such other applicable clearing system. CUSIP Number: A unique nine-character designation assigned to each Debt Security by the CUSIP Service Bureau and used to identify each issuance of Debt Securities on the records of the Federal Reserve Banks or DTC, as applicable. Day Rate: The arithmetic mean for each day in a Seven-Day Period as determined by the Calculation Agent in accordance with Section 2.07(i)(P)(2). Dealers: Firms that engage in the business of dealing or trading in debt securities as agents, brokers or principals. Debt Securities: Unsecured subordinated or unsubordinated notes, bonds and other debt secur

Definitions from Indenture

INDENTURE, dated as of August 18, 2016, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2016-FL1, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2016-FL1, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word including and its variations shall mean including without limitation. Whenever any reference is made to an amount the determination of which is governed by Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated Articles, Sections, Subsections and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed. The words herein, hereof, hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision. Any capitalized term used herein without definition shall have the meaning ascribed to such term in the Servicing Agreement. 17g-5 Information: The meaning specified in Section 14.3(h) hereof. 17g-5 Website: A password-protected internet website which shall initially be located at www.usbank.com/abs. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Trustee, the Collateral Administrator, the Loan Obligation Manager, the Placement Agent, and the Rating Agencies, which notice shall set forth the date of change and new location of the 17g-5 Website. 1940 Act: Investment Company Act of 1940, as amended. A Note: A promissory note secured by a mortgage on commercial real estate property that is not subordinate in right of payment to any separate promissory note secured by a direct or beneficial interest in the same property. Accepted Loan Servicer: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business of servicing commercial mortgage loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Loan Obligations owned or to be owned by the Issuer, (2) as to which Moodys has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) is currently acting as a servicer in a commercial mortgage backed securities transaction rated by DBRS and DBRS has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings within the prior 12 month period (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination. Account: Any of the Interest Collection Account, the Principal Collection Account, the Unused Proceeds Account, the RDD Funding Account, the Payment Account, the Expense Account, the Custodial Account and the Preferred Share Distribution Account and any subaccount thereof that the Trustee deems necessary or appropriate. Accountants Report: A report of a firm of Independent certified public accountants of recognized national reputation appointed by the Issuer pursuant to Section 10.13(a), which may be the firm of independent accountants that reviews or performs procedures with respect to the financial reports prepared by the Issuer or the Loan Obligation Manager. Act or Act of Securityholders: The meaning specified in Section 14.2 hereof. Additional Loan Obligations: Loan Obligations that are acquired by the Issuer during the Post-Closing Acquisition Period. Advancing Agent: Arbor Realty SR, Inc., unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter Advancing Agent shall mean such successor Person. Advancing Agent Fee: The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with the Priority of Payments, equal to 0.07% per annum on the Aggregate Outstanding Amount of the Notes on such Payment Date prior to giving effect to payments on such Payment Date; which fee may be waived by the Advancing Agent, in its discretion in connection with any Payment Date unless such fee is payable to the Back-up Advancing Agent pursuant to the Priority of Payments. Advisers Act: The Investment Advisers Act of 1940, as amended. Advisory Committee: The meaning specified in the Loan Obligation Management Agreeme

Definitions from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of September 13, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), is made between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association having its main office located at 1111 Polaris Parkway, Columbus, Ohio 43240, and CHASE AUTO OWNER TRUST 2006-B, a Delaware statutory trust, as issuer.

Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Accrued Interest on a Receivable, as of any date of determination, means that amount of interest accrued on the Principal Balance at the related Contract Rate but not paid by or on behalf of the Obligor. Adjusted Pool Balance means, for any Payment Date, the amount, not less than zero, by which (a) the Pool Balance on such Payment Date exceeds (b) the Yield Supplement Overcollateralization Amount on such Payment Date. Administration Agreement means the Administration Agreement, dated as of September 13, 2006, among the Issuer, the Administrator and the Indenture Trustee, as the same may be amended and supplemented from time to time. Administration Fee means $1,000, the fee payable to the Administrator on each Payment Date pursuant to Section 5.4(b) for services rendered pursuant to the Administration Agreement. Administrator means JPMorgan Chase, as administrator. Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any specified Person solely because such other Person has the contractual right or obligation to manage such specified Person unless such other Person controls such specified Person through equity ownership or otherwise. Amount Financed in respect of a Receivable means the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and related costs. Authenticating Agent has the meaning specified in Section 2.13 of the Indenture and shall initially be JPMorgan Chase, and its successors and assigns in such capacity, at its Corporate Trust Office. Authorized Officer means (i) with respect to the Owner Trustee, Indenture Trustee or Servicer, any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of authorized officers delivered by each such party on the Closing Date or (ii) with respect to the Issuer, any officer of the Owner Trustee or the Administrator who is authorized to act on behalf of the Owner Trustee or the Administrator, as the case may be, and who is identified as such on the list of authorized officers delivered by the Owner Trustee or the Administrator, as applicable, on the Closing Date. Available Amount means, for any Payment Date, the sum of (i) all Collections received during the related Collection Period, (ii) the Repurchase Amounts received with respect to the Repurchased Receivables repurchased by the Depositor or purchased by the Servicer during the related Collection Period and (iii) sale proceeds from the sale of the Trust Estate by the Indenture Trustee following an Event of Default pursuant to Section 5.4 of the Indenture. The Available Amount for any Payment Date shall exclude all payments and proceeds (including any Liquidation Proceeds and any amounts received from Dealers with respect to Receivables) of any Receivables the Repurchase Amount of which has been included in the Available Amount for a prior Payment Date. Basic Documents means this Agreement, the Certificate of Trust, the Indenture, the Issuer Letter of Representations, the Collection Account Control Agreement, the Trust Agreement, the Administration Agreement and other documents and certificates delivered in connection therewith. Book-Entry Notes means beneficial interests in the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 2.10 of the Indenture. Business Day means a day, other than a Saturday or a Sunday, on which the Indenture Trustee and banks located in New York, New York and Minneapolis, Minnesota are open for the purpose of conducting a commercial banking business. Certificate of Trust means the certificate of trust, filed by the Owner Trustee pursuant to Section 3810(a) of the Statutory Trust Statute, as such certificate may be amended or corrected from time to time. Certificate Register and Certificate Registrar mean the register maintained and the registrar appointed pursuant to Section 3.2 of the Trust Agreement. Class A Noteholders Interest Carryover Shortfall means, for any class of Class A Notes, (a) for the initial Payment Date, zero, and (b) for any other Payment Date, the amount by which (x) the Class A Noteholders

Definitions from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of May 20, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), is made between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association having its main office located at 1111 Polaris Parkway, Columbus, Ohio 43240, and CHASE AUTO OWNER TRUST 2006-A, as issuer.

Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Accrued Interest on a Receivable, as of any date of determination, means that amount of interest accrued on the Principal Balance at the related Contract Rate but not paid by or on behalf of the Obligor. Adjusted Pool Balance means, for any Payment Date, an amount equal to the excess, if any, of the Pool Balance on such Payment Date over the Yield Supplement Overcollateralization Amount for such Payment Date. Administration Agreement means the Administration Agreement, dated as of May 20, 2006, among the Issuer, the Administrator and the Indenture Trustee, as the same may be amended and supplemented from time to time. Administrator means JPMorgan Chase, as administrator, and its successors and assigns. Administration Fee means $1,000, the fee payable to the Administrator on each Payment Date pursuant to Section 5.5(c) for services rendered pursuant to the Administration Agreement. Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any specified Person solely because such other Person has the contractual right or obligation to manage such specified Person unless such other Person controls such specified Person through equity ownership or otherwise. Amount Financed in respect of a Receivable means the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and related costs. Authenticating Agent has the meaning specified in Section 2.13 of the Indenture and shall initially be the corporate trust office of JPMorgan Chase, and its successors and assigns in such capacity. Authorized Officer means (i) with respect to the Owner Trustee, Indenture Trustee or Servicer, any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of authorized officers delivered by each such party on the Closing Date or (ii) with respect to the Issuer, any officer of the Owner Trustee who is authorized to act on behalf of the Owner Trustee and who is identified as such on the list of authorized officers delivered by the Owner Trustee on the Closing Date. Available Amount means, for any Payment Date, the sum of (i) all Collections on the Receivables received during the related Collection Period and (ii) the Repurchase Amounts received with respect to the Repurchased Receivables repurchased by the Depositor or purchased by the Servicer during the related Collection Period. The Available Amount for any Payment Date shall exclude all payments and proceeds (including any Liquidation Proceeds and any amounts received from Dealers with respect to Receivables) of any Receivables the Repurchase Amount of which has been included in the Available Amount for a prior Payment Date. Basic Documents means this Agreement, the Certificate of Trust, the Indenture, the Issuer Letter of Representations, the Collection Account Control Agreement, the Trust Agreement, the Administration Agreement and other documents and certificates delivered in connection therewith. Book-Entry Certificates means beneficial interests in the Certificates, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 3.10 of the Trust Agreement. Book-Entry Notes means beneficial interests in the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 2.10 of the Indenture. Business Day means a day, other than a Saturday or a Sunday, on which the Indenture Trustee and banks located in New York, New York, Newark, Delaware and Minneapolis, Minnesota are open for the purpose of conducting a commercial banking business. Capital Accounts has the meaning specified in Section 5.7 of the Trust Agreement. Certificate means a certificate evidencing the beneficial interest of a Certificateholder in the Owner Trust Estate, substantially in the form of Exhibit A-2 to the Trust Agreement. Certificate Balance means an amount equal to $26,460,000 as of the Closing Date and, thereafter, shall be an amount equal to such initial Certificate Balance, reduced by all amounts allocable to principal previously distributed to Certificateholders. Certificate Distribution Ac

Definitions from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of , 20 , (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) is made between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association having its principal executive offices located at 1111 Polaris Parkway, Columbus, Ohio 43240, and CHASE AUTO OWNER TRUST 20 - , as issuer.

Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Accrued Interest on a Receivable, as of any date of determination, means that amount of interest accrued on the Principal Balance at the related Contract Rate but not paid by or on behalf of the Obligor. Adjusted Pool Balance means, for any Payment Date, an amount equal to the excess, if any, of the Pool Balance on such Payment Date over the Yield Supplement Overcollateralization Amount for such Payment Date. Administration Agreement means the Administration Agreement, dated as of , 20 , among the Issuer, the Administrator and the Indenture Trustee, as the same may be amended and supplemented from time to time. Administrator means JPMorgan Chase, as administrator, and its successors and assigns. Administration Fee means $ , the fee payable to the Administrator on each Payment Date pursuant to Section 5.5(c) for services rendered pursuant to the Administration Agreement. Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any specified Person solely because such other Person has the contractual right or obligation to manage such specified Person unless such other Person controls such specified Person through equity ownership or otherwise. Aggregate Net Losses means, for any Payment Date, the amount equal to (i) the aggregate Principal Balance of all Receivables that became Defaulted Receivables during the related Collection Period minus (ii) the Liquidation Proceeds allocable to principal collected during such Collection Period with respect to any Defaulted Receivables. Amount Financed in respect of a Receivable means the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and related costs. Authenticating Agent has the meaning specified in Section 2.13 of the Indenture and shall initially be the corporate trust office of JPMorgan Chase, and its successors and assigns in such capacity. Authorized Officer means (i) with respect to the Owner Trustee, Indenture Trustee or Servicer, any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of authorized officers delivered by each such party on the Closing Date or (ii) with respect to the Issuer, any officer of the Owner Trustee who is authorized to act on behalf of the Owner Trustee and who is identified as such on the list of authorized officers delivered by the Owner Trustee on the Closing Date. Available Amount means, for any Payment Date, the sum of (i) all Collections on the Receivables received during the related Collection Period[, (ii) the Yield Supplement Withdrawal Amount for such Payment Date] and [(ii)] [(iii)] the Repurchase Amounts received with respect to the Repurchased Receivables repurchased by the Depositor or purchased by the Servicer during the related Collection Period. The Available Amount for any Payment Date shall exclude all payments and proceeds (including any Liquidation Proceeds and any amounts received from Dealers with respect to Receivables) of any Receivables the Repurchase Amount of which has been included in the Available Amount for a prior Payment Date. Available Reserve Account Amount means, for each Payment Date, an amount equal to the amount on deposit in the Reserve Account on such Payment Date (excluding amounts to be withdrawn from the Reserve Account on such Payment Date pursuant to Section 5.7(d)). [Average Delinquency Percentage means, for any Payment Date, the average of the Delinquency Percentages for such Payment Date and the preceding two (2) Payment Dates. Average Net Loss Ratio means, for any Payment Date, the average of the Net Loss Ratios for such Payment Date and the preceding two (2) Payment Dates.] Basic Documents means this Agreement, the Certificate of Trust, the Indenture, the Issuer Letter of Representations, the Securities Control Agreements, the Trust Agreement, the Administration Agreement and other documents and certificates delivered in connection therewith. Book-Entry Certificates means beneficial interests in the Certificates, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 3.10 of the Trust Agreement. Book-Entry Notes means beneficial interests in [the Class [A-1] Notes,] the Class [A-2] Notes,

Definitions from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of November 1, 2005, (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) is made between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association having its principal executive offices located at 200 White Clay Center Drive, Newark, Delaware 19711, and CHASE AUTO OWNER TRUST 2005-B, as issuer.

Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Accrued Interest on a Receivable, as of any date of determination, means that amount of interest accrued on the Principal Balance at the related Contract Rate but not paid by or on behalf of the Obligor. Adjusted Pool Balance means, for any Payment Date, an amount equal to the excess, if any, of the Pool Balance on such Payment Date over the Yield Supplement Overcollateralization Amount for such Payment Date. Administration Agreement means the Administration Agreement, dated as of November 1, 2005, among the Issuer, the Administrator and the Indenture Trustee, as the same may be amended and supplemented from time to time. Administrator means JPMorgan Chase, as administrator, and its successors and assigns. Administration Fee means $1,000, the fee payable to the Administrator on each Payment Date pursuant to Section 5.5(c) for services rendered pursuant to the Administration Agreement. Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any specified Person solely because such other Person has the contractual right or obligation to manage such specified Person unless such other Person controls such specified Person through equity ownership or otherwise. Aggregate Net Losses means, for any Payment Date, the amount equal to (i) the aggregate Principal Balance of all Receivables that became Defaulted Receivables during the related Collection Period minus (ii) the Liquidation Proceeds allocable to principal collected during such Collection Period with respect to any Defaulted Receivables. Amount Financed in respect of a Receivable means the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and related costs. Assertion has the meaning specified in Section 4.10. Authenticating Agent has the meaning specified in Section 2.13 of the Indenture and shall initially be the corporate trust office of JPMorgan Chase, and its successors and assigns in such capacity. Authorized Officer means (i) with respect to the Owner Trustee, Indenture Trustee or Servicer, any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of authorized officers delivered by each such party on the Closing Date or (ii) with respect to the Issuer, any officer of the Owner Trustee who is authorized to act on behalf of the Owner Trustee and who is identified as such on the list of authorized officers delivered by the Owner Trustee on the Closing Date. Available Amount means, for any Payment Date, the sum of (i) all Collections on the Receivables received during the related Collection Period and (ii) the Repurchase Amounts received with respect to the Repurchased Receivables repurchased by the Seller or purchased by the Servicer during the related Collection Period. The Available Amount for any Payment Date shall exclude all payments and proceeds (including any Liquidation Proceeds and any amounts received from Dealers with respect to Receivables) of any Receivables the Repurchase Amount of which has been included in the Available Amount for a prior Payment Date. Available Reserve Account Amount shall mean, for each Payment Date, an amount equal to the amount on deposit in the Reserve Account on such Payment Date (excluding amounts to be withdrawn from the Reserve Account on such Payment Date pursuant to Section 5.7(d)). Basic Documents means this Agreement, the Certificate of Trust, the Indenture, the Issuer Letter of Representations, the Securities Control Agreements, the Trust Agreement, the Administration Agreement and other documents and certificates delivered in connection therewith. Book-Entry Certificates means beneficial interests in the Certificates, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 3.10 of the Trust Agreement. Book-Entry Notes means beneficial interests in the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 2.10 of the Indenture. Business Day means a day, other than a Saturday or a Sunday, on which the Indenture Trustee and banks located in New York, New York, Newark,

Definitions from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of May 26, 2005, (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) is made between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association having its principal executive offices located at 200 White Clay Center Drive, Newark, Delaware 19711, and CHASE AUTO OWNER TRUST 2005-A, as issuer.

Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Accrued Interest on a Receivable, as of any date of determination, means that amount of interest accrued on the Principal Balance at the related Contract Rate but not paid by or on behalf of the Obligor. Adjusted Pool Balance means, for any Payment Date, an amount equal to the excess, if any, of the Pool Balance on such Payment Date over the Yield Supplement Overcollateralization Amount for such Payment Date. Administration Agreement means the Administration Agreement, dated as of May 26, 2005, among the Issuer, the Administrator and the Indenture Trustee, as the same may be amended and supplemented from time to time. Administrator means JPMorgan Chase, as administrator, and its successors and assigns. Administration Fee means $1,000, the fee payable to the Administrator on each Payment Date pursuant to Section 5.5(c) for services rendered pursuant to the Administration Agreement. Affiliate means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any specified Person solely because such other Person has the contractual right or obligation to manage such specified Person unless such other Person controls such specified Person through equity ownership or otherwise. Aggregate Net Losses means, for any Payment Date, the amount equal to (i) the aggregate Principal Balance of all Receivables that became Defaulted Receivables during the related Collection Period minus (ii) the Liquidation Proceeds allocable to principal collected during such Collection Period with respect to any Defaulted Receivables. Amount Financed in respect of a Receivable means the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and related costs. Assertion has the meaning specified in Section 4.10. Authenticating Agent has the meaning specified in Section 2.13 of the Indenture and shall initially be the corporate trust office of JPMorgan Chase, and its successors and assigns in such capacity. Authorized Officer means (i) with respect to the Owner Trustee, Indenture Trustee or Servicer, any officer of the Owner Trustee, Indenture Trustee or Servicer who is authorized to act on behalf of the Owner Trustee, Indenture Trustee or Servicer, as applicable, and who is identified as such on the list of authorized officers delivered by each such party on the Closing Date or (ii) with respect to the Issuer, any officer of the Owner Trustee who is authorized to act on behalf of the Owner Trustee and who is identified as such on the list of authorized officers delivered by the Owner Trustee on the Closing Date. Available Amount means, for any Payment Date, the sum of (i) all Collections on the Receivables received during the related Collection Period and (ii) the Repurchase Amounts received with respect to the Repurchased Receivables repurchased by the Seller or purchased by the Servicer during the related Collection Period. The Available Amount for any Payment Date shall exclude all payments and proceeds (including any Liquidation Proceeds and any amounts received from Dealers with respect to Receivables) of any Receivables the Repurchase Amount of which has been included in the Available Amount for a prior Payment Date. Available Reserve Account Amount shall mean, for each Payment Date, an amount equal to the amount on deposit in the Reserve Account on such Payment Date (excluding amounts to be withdrawn from the Reserve Account on such Payment Date pursuant to Section 5.7(d)). Basic Documents means this Agreement, the Certificate of Trust, the Indenture, the Depository Agreements, the Securities Control Agreements, the Trust Agreement, the Administration Agreement and other documents and certificates delivered in connection therewith. Book-Entry Certificates means beneficial interests in the Certificates, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 3.10 of the Trust Agreement. Book-Entry Notes means beneficial interests in the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the ownership and transfers of which shall be made through book entries by a Clearing Agency or Foreign Clearing Agency as described in Section 2.10 of the Indenture. Business Day means a day, other than a Saturday or a Sunday, on which the Indenture Trustee and banks located in New York, New York, Newark, Delaware and Mi