<PAGE>
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                 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 Certificateholders

                        of Chase Credit Card Master Trust


                        ---------------------------------

                           THIRD AMENDED AND RESTATED
                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 15, 1999


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                                TABLE OF CONTENTS

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ARTICLE IDEFINITIONS..............................................................................................1

Section 1.1  Definitions..........................................................................................1
Section 1.2  Other Definitional Provisions.......................................................................24

ARTICLE IICONVEYANCE OF RECEIVABLES;ISSUANCE OF CERTIFICATES.....................................................26

Section 2.1  Conveyance of Receivables...........................................................................26
Section 2.2  Acceptance by Trustee...............................................................................28
Section 2.3  Representations and Warranties of the Transferor....................................................28
Section 2.4  Representations and Warranties of the Transferor Relating to the Agreement and the Receivables......31
Section 2.5  Covenants of the Transferor.........................................................................37
Section 2.6  Addition of Accounts................................................................................40
Section 2.7  Removal of Accounts.................................................................................43
Section 2.8  Discount Option.....................................................................................44

ARTICLE IIIADMINISTRATION AND SERVICINGOF RECEIVABLES............................................................46

Section 3.1  Acceptance of Appointment and Other Matters Relating to the Servicer................................46
Section 3.2  Servicing Compensation..............................................................................48
Section 3.3  Representations and Warranties of the Servicer......................................................49
Section 3.4  Reports and Records for the Trustee.................................................................50
Section 3.5  Annual Servicer's Certificate.......................................................................51
Section 3.6  Annual Independent Accountants' Servicing Report....................................................51
Section 3.7  Tax Treatment.......................................................................................52
Section 3.8  Notices to the Transferor...........................................................................53

ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATIONAND APPLICATION OF COLLECTIONS.............................54

Section 4.1  Rights of Certificateholders........................................................................54
Section 4.2  Establishment of Accounts...........................................................................54
Section 4.3  Collections and Allocations.........................................................................57
Section 4.4  Allocations During Funding Period...................................................................59
Section 4.5  Certain Fees........................................................................................59

ARTICLE V[ARTICLE V IS RESERVED AND SHALLBE SPECIFIED IN ANY SUPPLEMENTWITH RESPECT TO ANY SERIES]...............61

ARTICLE VITHE CERTIFICATES.......................................................................................62
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Section 6.1  The Certificates....................................................................................62
Section 6.2  Authentication of Certificates......................................................................62
Section 6.3  Registration of Transfer and Exchange of Certificates...............................................63
Section 6.4  Mutilated, Destroyed, Lost or Stolen Certificates...................................................66
Section 6.5  Persons Deemed Owners...............................................................................66
Section 6.6  Appointment of Paying Agent.........................................................................67
Section 6.7  Access to List of Certificateholders' Names and Addresses...........................................68
Section 6.8  Authenticating Agent................................................................................69
Section 6.9  Tender of Transferor Certificate....................................................................70
Section 6.10  Book-Entry Certificates............................................................................73
Section 6.11  Notices to Clearing Agency.........................................................................74
Section 6.12  Definitive Certificates............................................................................74
Section 6.13  Global Certificate.................................................................................75
Section 6.14  Meetings of Certificateholders.....................................................................75

ARTICLE VIIOTHER MATTERS RELATINGTO THE TRANSFEROR...............................................................76

Section 7.1  Liability of the Transferor.........................................................................76
Section 7.2  Merger or Consolidation of, or Assumption of the Obligations of, the Transferor.....................76
Section 7.3  Limitation of Liability.............................................................................77
Section 7.4  Liabilities.........................................................................................78

ARTICLE VIIIOTHER MATTERS RELATINGTO THE SERVICER................................................................79

Section 8.1  Liability of the Servicer...........................................................................79
Section 8.2  Merger or Consolidation of, or Assumption of the Obligations of, the Servicer.......................79

Section 8.3  Limitation of Liability of the Servicer and Others..................................................79
Section 8.4  Servicer Indemnification of the Trust and the Trustee...............................................80
Section 8.5  The Servicer Not to Resign..........................................................................81
Section 8.6  Access to Certain Documentation and Information Regarding the Receivables...........................81
Section 8.7  Delegation of Duties................................................................................82
Section 8.8  Examination of Records..............................................................................82

ARTICLE IXPAY OUT EVENTS.........................................................................................83

Section 9.1  Pay Out Events......................................................................................83
Section 9.2  Additional Rights Upon the Occurrence of Certain Events.............................................84

ARTICLE XSERVICER DEFAULTS.......................................................................................86

Section 10.1  Servicer Defaults..................................................................................86
Section 10.2  Trustee to Act; Appointment of Successor...........................................................88
Section 10.3  Notification to Certificateholders.................................................................90
Section 10.4  Waiver of Past Defaults............................................................................90
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ARTICLE XITHE TRUSTEE............................................................................................92

Section 11.1  Duties of Trustee..................................................................................92
Section 11.2  Certain Matters Affecting the Trustee..............................................................94
Section 11.3  Trustee Not Liable for Recitals in Certificates....................................................95
Section 11.4  Trustee May Own Certificates.......................................................................95
Section 11.5  The Servicer to Pay Trustee's Fees and Expenses....................................................96
Section 11.6  Eligibility Requirements for Trustee...............................................................96
Section 11.7  Resignation or Removal of Trustee..................................................................97
Section 11.8  Successor Trustee..................................................................................97
Section 11.9  Merger or Consolidation of Trustee.................................................................98
Section 11.10  Appointment of Co-Trustee or Separate Trustee.....................................................98

Section 11.11  Tax Returns.......................................................................................99
Section 11.12  Trustee may Enforce Claims Without Possession of Certificates....................................100

Section 11.13  Suits for Enforcement............................................................................100

Section 11.14  Rights of Certificateholders to Direct Trustee...................................................100
Section 11.15  Representations and Warranties of Trustee........................................................101
Section 11.16  Maintenance of Office or Agency..................................................................101

ARTICLE XIITERMINATION..........................................................................................102

Section 12.1  Termination of Trust..............................................................................102
Section 12.2  Optional Purchase.................................................................................103
Section 12.3  Final Payment with Respect to any Series..........................................................103
Section 12.4  Termination Rights of Holder of Transferor Certificate............................................105
Section 12.5  Defeasance........................................................................................105

ARTICLE XIIIMISCELLANEOUS PROVISIONS............................................................................107

Section 13.1  Amendment.........................................................................................107
Section 13.2  Protection of Right, Title and Interest to Trust..................................................108
Section 13.3  Limitation on Rights of Certificate...............................................................109
Section 13.4  GOVERNING LAW.....................................................................................110
Section 13.5  Notices...........................................................................................111
Section 13.6  Severability of Provisions........................................................................111
Section 13.7  Assignment........................................................................................111
Section 13.8  Certificates Non-Assessable and Fully Paid........................................................112
Section 13.9  Further Assurances................................................................................112
Section 13.10  No Waiver; Cumulative Remedies...................................................................112
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Section 13.11  Counterparts.....................................................................................112
Section 13.12  Third-Party Beneficiaries........................................................................112
Section 13.13  Actions by Certificateholders....................................................................112
Section 13.14  Rule 144A Information............................................................................113
Section 13.15  Merger and Integration...........................................................................113
Section 13.16  Headings.........................................................................................113
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                                    EXHIBITS

Exhibit A      Form of Transferor Certificate
Exhibit B      Form of Assignment of Receivables in Additional Accounts
Exhibit C      Form of Monthly Servicer's Certificate
Exhibit D      Form of Annual Servicer's Certificate
Exhibit E      Form of Opinion of Counsel Regarding Additional Accounts
Exhibit F      Form of Annual Opinion of Counsel
Exhibit G      Form of Reassignment of Receivables
Exhibit H      Form of Reconveyance of Receivables


                                    SCHEDULES

Schedule 1     List of Accounts [Deemed Incorporated]



                                      -v-

<PAGE>

                  THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT,
dated as of November 15, 1999, by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, a banking corporation organized and existing under the laws of the
United States (formerly known as The Chase Manhattan Bank (USA)), as Transferor
on and after June 1, 1996, THE CHASE MANHATTAN BANK, a banking corporation
organized and existing under the laws of the State of New York (formerly known
as Chemical Bank), as Transferor prior to June 1, 1996 and as Servicer, and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee.

                  WHEREAS, The Chase Manhattan Bank, as Transferor and Servicer,
and the Trustee are parties to a Pooling and Servicing Agreement, dated as of
October 19, 1995 (the "Original Pooling and Servicing Agreement");

                  WHEREAS, all of the parties hereto are parties to an Amended
and Restated Pooling and Servicing Agreement, dated as of June 1, 1996 (the
"Amended Pooling and Servicing Agreement"), which amended and restated the
Original Pooling and Servicing Agreement in its entirety); and

                  WHEREAS, all of the parties hereto are parties to a Second
Amended and Restated Pooling and Servicing Agreement, dated as of September 1,
1996 (the "Second Amended and Restated Pooling and Servicing Agreement"), which
amended and restated the Amended and Restated Pooling and Servicing Agreement in
its entirety); and

                  WHEREAS, the parties desire to amend and restate the Second
Amended and Restated Pooling and Servicing Agreement to read in its entirety as
set forth below;

                  NOW, THEREFORE, pursuant to Section 13.1(b) of the Second
Amended and Restated Pooling and Servicing Agreement, the parties hereto hereby
agree that effective on and as of the date hereof, the Second Amended and
restated Pooling and Servicing Agreement is hereby amended to read in its
entirety as follows:

                  In consideration of the mutual agreements herein contained,
each party agrees as follows for the benefit of the other parties and the
Certificateholders:


                                    ARTICLE I

                                   DEFINITIONS

                  Section I.1 Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

<PAGE>

         "Account Information" shall have the meaning specified in subsection
2.2(b).

         "Account" shall mean each VISA(R) and MasterCard(R)1 credit card
account established pursuant to a Credit Card Agreement between the Transferor
and any Person identified by account number and by the Receivable balance as of
the Cut-Off Date and as of each Addition Date in each computer file or
microfiche list delivered to the Trustee by the Transferor pursuant to Section
2.1 or 2.6. The definition of Account shall include each Transferred Account.
The term "Account" shall be deemed to refer to an Additional Account only from
and after the Addition Date with respect thereto, and the term "Account" shall
be deemed to refer to any Removed Account only prior to the Removal Date with
respect thereto.

         "Accumulation Period" shall mean, with respect to any Series, or any
Class within a Series, a period following the Revolving Period during which
Collections of Principal Receivables are accumulated in an account for the
benefit of the Investor Certificateholders of a Series, or a Class within such
Series, which shall be the controlled accumulation period, the rapid
accumulation period or other accumulation period, in each case as defined with
respect to such Series in the related Supplement.

         "Addition Date" shall mean each date as of which Additional Accounts
will be included as Accounts pursuant to Section 2.6.

         "Additional Accounts" shall have the meaning specified in subsection
2.6(a).

         "Affiliate" of any Person shall mean any other Person controlling,
controlled by or under common control with such Person.

         "Aggregate Addition Limit" shall mean the aggregate amount of Principal
Receivables (exclusive of the aggregate amount of Principal Receivables in any
Approved Accounts), which would either (x) with respect to any three-month
period, equal 15% of the aggregate amount of Principal Receivables (inclusive of
the aggregate amount of Principal Receivables in Approved Accounts added during
such period) as of the first day of such three-month

-----------
1    VISA(R)and MasterCard(R)are registered trademarks of VISA USA, Inc. and of
     MasterCard International Incorporated, respectively.



                                       2
<PAGE>

period or (y) with respect to any twelve-month period, equal 20% of the
aggregate amount of Principal Receivables (inclusive of the aggregate amount of
Principal Receivables in Approved Accounts added during such period) as of the
first day of such twelve-month period.

         "Aggregate Investor Default Amount" shall have, with respect to any
Series of Certificates, the meaning stated in the related Supplement.

         "Aggregate Investor Interest" shall mean, as of any date of
determination, the sum of the Investor Interests of all Series of Certificates
issued and outstanding on such date of determination.

         "Aggregate Investor Percentage" with respect to Principal Receivables,
Finance Charge Receivables and Receivables in Defaulted Accounts, as the case
may be, shall mean, as of any date of determination, the sum of such Investor
Percentages of all Series of Certificates issued and outstanding on such date of
determination; provided, however, that the Aggregate Investor Percentage shall
not exceed 100%.

         "Agreement" shall mean this Pooling and Servicing Agreement and all
amendments hereof and supplements hereto, including any Supplement.

         "Amortization Period" shall mean, with respect to any Series, or any
Class within a Series, a period following the Revolving Period during which
principal is distributed to Investor Certificateholders, which shall be the
controlled amortization period, the principal amortization period, the rapid
amortization period, or other amortization period, in each case as defined with
respect to such Series in the related Supplement.

         "Annual Membership Fee" shall have the meaning specified in the Credit
Card Agreement applicable to each Account for annual membership fees or similar
terms.

         "Applicants" shall have the meaning specified in Section 6.7.

         "Appointment Day" shall have the meaning specified in subsection
9.2(a).

         "Approved Accounts" shall mean each Additional Account added to the
Trust with respect to which the Rating Agency Condition has been satisfied.

         "Assignment" shall have the meaning specified in subsection 2.6(c)(ii).



                                       3
<PAGE>

         "Authorized Newspaper" shall mean a newspaper of general circulation in
the Borough of Manhattan, The City of New York printed in the English language
and customarily published on each Business Day, whether or not published on
Saturdays, Sundays and holidays.

         "Average Principal Receivables" shall mean, for any period, an amount
equal to (a) the sum of the aggregate amount of Principal Receivables at the end
of each day during such period divided by (b) the number of days in such period.

         "Bank Portfolio" shall mean the MasterCard and VISA accounts owned by
the Transferor.

         "Bankruptcy Code" shall mean the United States federal Bankruptcy Code,
Title 11 of the United States Code, as amended.

         "Base Rate" shall have the meaning, with respect to any Series,
specified in the related Supplement.

         "Bearer Certificates" shall have the meaning specified in Section 6.1.

         "Bearer Rules" shall mean the provisions of the Internal Revenue Code,
in effect from time to time, governing the treatment of bearer obligations,
including sections 163(f), 871, 881, 1441, 1442 and 4701, and any regulations
thereunder including, to the extent applicable to any Series, Proposed or
Temporary Regulations.

         "BIF" shall mean the Bank Insurance Fund administered by the FDIC.

         "Book-Entry Certificates" shall mean certificates evidencing a
beneficial interest in the Investor Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 6.10; provided, however that after the occurrence of a condition
whereupon book-entry registration and transfer are no longer authorized and
Definitive Certificates are to be issued to the Certificate Owners, such
certificates shall no longer be "Book-Entry Certificates."

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York (or, with respect to any
Series, any additional city specified in the related Supplement) are authorized
or obligated by law or executive order to be closed.

         "Cash Advance Fees" shall have the meaning specified in the Credit Card
Agreement applicable to each Account for cash advance fees or similar terms.

         "Cedel" shall mean Cedelbank, societe anonyme.



                                       4
<PAGE>

         "Certificate" shall mean any one of the Investor Certificates of any
Series or the Transferor Certificate.

         "Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register; if applicable, the holder
of any Bearer Certificate or Coupon, as the case may be or such other person
deemed to be a "Certificateholder" or "Holder" in any Series Supplement; and, if
used with respect to the Transferor Interest, a Person in whose name the
Transferor Certificate is registered in the Certificate Register or a Person in
whose name ownership of the uncertificated interest in the Transferor Interest
is recorded in the books and records of the Trustee.

         "Certificate Interest" shall mean interest payable in respect of the
Investor Certificates of any Series pursuant to Article IV of the Supplement for
such Series.

         "Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate, as may be reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly or
as an indirect participant, in accordance with the rules of such Clearing
Agency).

         "Certificate Principal" shall mean principal payable in respect of the
Investor Certificates of any Series pursuant to Article IV of this Agreement.

         "Certificate Rate" shall mean, with respect to any Series of
Certificates (or, for any Series with more than one Class, for each Class of
such Series), the percentage (or formula on the basis of which such rate shall
be determined) stated in the related Supplement.

         "Certificate Register" shall mean the register maintained pursuant to
Section 6.3, providing for the registration of the Certificates and transfers
and exchanges thereof.

         "Chase Account" shall mean any Account included in the Trust Portfolio
pursuant to that certain Assignment No. 2 of Receivables in Additional Accounts,
dated as of September 1, 1996, among Chase Bank, Chase USA and the Trustee, and
any other Accounts originated by Chase USA and assigned to the Trust Portfolio.

         "Chase Bank" shall mean The Chase Manhattan Bank, a banking corporation
organized and existing under the laws of the State of New York.



                                       5
<PAGE>

         "Chase Corporate Trust Office" shall mean the principal office of Chase
Bank at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at 270 Park Avenue, New York, New York 10017.

         "Chase Portfolio Account" shall mean a MasterCard or VISA account owned
by Chase USA which is not processed by FDR.

         "Chase USA" shall mean Chase Manhattan Bank USA, National Association,
a banking corporation organized and existing under the laws of the United States
and having its headquarters in the City of Wilmington, State of Delaware.

         "Chemical Account" shall mean any Account other than a Chase Account.

         "Chemical Portfolio Account" shall mean any Mastercard or VISA account
owned by the Transferor other than a Chase Portfolio Account.

         "Class" shall mean, with respect to any Series, any one of the classes
of Certificates of that Series as specified in the related Supplement.

         "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

         "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency or Foreign Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency or Foreign Clearing Agency.

         "Closing Date" shall mean, with respect to any Series, the date of
issuance of such Series of Certificates, as specified in the related Supplement.

         "Collateral Interest" shall have the meaning, with respect to any
Series, specified in the related Supplement.

         "Collection Account" shall have the meaning specified in subsection
4.2(a).

         "Collections" shall mean all payments (including Insurance Proceeds)
received by the Servicer in respect of the Receivables, in the form of cash,
checks, wire transfers, ATM transfers or other form of payment in accordance
with the Credit Card Agreement in effect from time to time. A Collection
processed on an Account in excess of the aggregate amount of Receivables in such
Account as of the Date of Processing of such Collection shall be



                                       6
<PAGE>

deemed to be a payment in respect of Principal Receivables to the extent of such
excess. Collections with respect to any Monthly Period shall include the amount
of Interchange (if any) and the amount of Recoveries (if any) allocable to the
Trust with respect to such Monthly Period, to be applied as if such amounts were
Collections of Finance Charge Receivables for all purposes. Collections with
respect to any Monthly Period shall also include the amount deposited by the
Transferor into the Finance Charge Account (or Series Account if provided in any
supplement) pursuant to Section 2.8.

         "Companion Series" shall mean (i) each Series which has been paired
with another series (which Series may be prefunded in whole or in part), such
that the reduction of the Investor Interest of such Series results in the
increase of the Investor Interest of such other Series, as described in the
related Supplements, and (ii) such other Series, as described in the related
Supplements.

         "Controlled Distribution Amount," with respect to any Series, shall
have the meaning specified in the related Supplement.

         "Corporate Trust Office" shall mean the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at 101 Barclay Street, 21 West, New York, New York 10286.

         "Coupon" shall have the meaning specified in Section 6.1.

         "Credit Adjustment" shall have the meaning specified in subsection
4.3(c).

         "Credit Card Agreement" shall mean the agreement and Federal Truth in
Lending Statement for MasterCard and VISA credit card accounts between any
Obligor and the Transferor, as such agreement may be amended, modified or
otherwise changed from time to time.

         "Credit Card Guidelines" shall mean the Transferor's policies and
procedures relating to the operation of its credit card business, including,
without limitation, the policies and procedures for determining the
creditworthiness of credit card customers, the extension of credit to credit
card customers, and relating to the maintenance of credit card accounts and
collection of credit card receivables, as such policies and procedures may be
amended from time to time.

         "Credit Enhancement" shall mean, with respect to any Series, the
subordination, the cash collateral guaranty or account, collateral interest,
letter of credit, surety bond, insurance policy, spread account, reserve
account, cross-support feature or



                                       7
<PAGE>

any other contract or agreement for the benefit of the Certificateholders of
such Series (or Certificateholders of a Class within such Series) as designated
in the applicable Supplement.

         "Credit Enhancement Provider" shall mean, with respect to any Series,
the Person, if any, designated as such in the related Supplement.

         "Cut-Off Date" shall mean September 26, 1995.

         "Date of Processing" shall mean, with respect to any transaction, the
date on which such transaction is first recorded on the Servicer's computer
master file of VISA and MasterCard accounts (without regard to the effective
date of such recordation).

         "Default Amount" shall mean, with respect to any Defaulted Account, the
amount of Principal Receivables (other than Ineligible Receivables) in such
Defaulted Account on the day such Account became a Defaulted Account.

         "Defaulted Account" shall mean each Account with respect to which, in
accordance with the Credit Card Guidelines or the Servicer's customary and usual
servicing procedures for servicing credit card receivables comparable to the
Receivables, the Servicer has charged off the Receivables in such Account as
uncollectible. An Account shall become a Defaulted Account on the day on which
such Receivables are recorded as charged off as uncollectible on the Servicer's
computer master file of VISA and MasterCard accounts. Notwithstanding any other
provision hereof, any Receivables in a Defaulted Account that are Ineligible
Receivables shall be treated as Ineligible Receivables rather than Receivables
in Defaulted Accounts.

         "Definitive Certificate" shall have the meaning specified in Section
6.10.

         "Depository" shall have the meaning specified in Section 6.10.

         "Depository Agreement" shall mean, with respect to a Series having
Book-Entry Certificates, the agreement among the Transferor, the Trustee and the
Clearing Agency, or as otherwise provided in the related Supplement.

         "Determination Date" shall mean, unless otherwise specified in the
related Series Supplement, the tenth calendar day of each month, or if such day
is not a Business Day, the next preceding Business Day.



                                       8
<PAGE>

         "Discount Percentage" shall have the meaning specified in Section 2.8.

         "Discount Option Receivables" shall mean, on any date on and after the
date on which the Transferor's exercise of its discount option pursuant to
Section 2.8 takes effect, the sum of (a) the aggregate Discount Option
Receivables at the end of the prior day (which amount, prior to the date on
which the Transferor's exercise of its discount option takes effect and with
respect to Receivables generated prior to such date, shall be zero) plus (b) any
New Discount Option Receivables created on such day minus (c) any Discount
Option Receivables Collections received on such Date of Processing.

         "Discount Option Receivables Collections" shall mean on any Date of
Processing on and after the date on which the Transferor's exercise of its
discount option pursuant to Section 2.8 takes effect, the product of (a) a
fraction the numerator of which is the amount of the Discount Option Receivables
and the denominator of which is the sum of the Principal Receivables plus the
amount of Discount Option Receivables in each case (for both numerator and
denominator) at the end of the prior Monthly Period and (b) Collections of
Principal Receivables, prior to any reduction for Finance Charge Receivables
which are Discount Option Receivables, received on such Date of Processing.

         "Distribution Account" shall have the meaning specified in subsection
4.2(c).

         "Distribution Date" shall mean, with respect to each Series, the dates
specified in the related Supplement.

         "Dollars", "$" or "U.S. $" shall mean United States dollars.

         "Eligible Account" shall mean, as of the Cut-Off Date (or, with respect
to Additional Accounts as of the relevant Addition Date), each Account owned by
the Transferor:

                  (a) which is in existence and maintained with the Transferor;

                  (b) which is payable in Dollars;

                  (c) the Obligor on which has provided, as its most recent
         billing address, an address which is located in the United States or
         its territories or possessions;

                  (d) which the Transferor has not classified on its electronic
         records as counterfeit, deleted, fraudulent, stolen or lost;



                                       9
<PAGE>

                  (e) which the Transferor has not charged off in its customary
         and usual manner for charging off such Accounts as of the Cut-Off Date
         (or, with respect to Additional Accounts, as of the relevant Addition
         Date); and

                  (f) the Obligor of which has not been identified by the
         Transferor on its electronic records as being involved in a voluntary
         or involuntary bankruptcy proceeding.

         "Eligible Deposit Account" shall mean either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee for
funds deposited in such account, so long as any of the securities of such
depository institution shall have a credit rating from each Rating Agency in one
of its generic credit rating categories which signifies investment grade.

         "Eligible Institution" shall mean (a), the Servicer, (b) a depository
institution (which may be the Trustee or an affiliate) organized under the laws
of the United States or any one of the states thereof which at all times (i) has
either (x) a long-term unsecured debt rating of "A2" or better by Moody's or (y)
a certificate of deposit rating of "P-1" by Moody's, (ii) has either (x) a
long-term unsecured debt rating of "AAA" by Standard & Poor's or (y) a
certificate of deposit rating of "A-l+" by Standard & Poor's and (iii) is a
member of the FDIC or (c) any other institution that is acceptable to the Rating
Agencies.

         "Eligible Receivable" shall mean each Receivable:

                  (a) which has arisen under an Eligible Account (in the case of
         Accounts conveyed to the Trust on the Initial Closing Date and in the
         case of Additional Accounts conveyed to the Trust on the relevant
         Addition Date);

                  (b) which was created in compliance, in all material respects,
         with all Requirements of Law applicable to the Transferor and pursuant
         to a Credit Card Agreement which complies, in all material respects,
         with all Requirements of Law applicable to the Transferor;

                  (c) with respect to which all consents, licenses, approvals or
         authorizations of, or registrations or declarations with, any
         Governmental Authority required to be obtained, effected or given by
         the Transferor in connection with the creation of such Receivable or
         the execution, delivery and performance by the Transferor of the Credit
         Card Agreement pursuant to which such Receivable was cre-



                                       10
<PAGE>

         ated, have been duly obtained, effected or given and are in full force
         and effect as of such date of creation;

                  (d) as to which, as of the Closing Date, or in the case of
         Receivables in Additional Accounts as of the relevant Addition Date,
         the Transferor or the Trust had good title thereto, free and clear of
         all Liens arising under or through the Transferor or any of its
         Affiliates (other than Liens permitted pursuant to subsection 2.5(b));

                  (e) which is the legal, valid and binding payment obligation
         of the Obligor thereon, enforceable against such Obligor in accordance
         with its terms, except as affected by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws, now or hereafter in
         effect, relating to or affecting creditors' rights generally, general
         equitable principles (whether considered in a suit in equity or at law)
         and an implied covenant of good faith and fair dealing; and

                  (f) which constitutes an "account" or "general intangible"
         under and as defined in Article 9 of the UCC.

         "Enhancement Invested Amount" shall have the meaning, with respect to
any Series, specified in the related Supplement.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "Euroclear Operator" shall mean Morgan Guaranty Trust Company of New
York, Brussels, Belgium office, as operator of the Euroclear System.

         "Excess Funding Account" shall have the meaning specified in subsection
4.2(d).

         "Excess Funding Amount" shall mean, as of any date of determination,
the principal amount on deposit in the Excess Funding Account.

         "Extended Trust Termination Date" shall have the meaning specified in
subsection 12.1(a).

         "FDIC" shall mean the Federal Deposit Insurance Corporation.

         "FDR" shall have the meaning specified in Section 8.7.

         "Fee Determination Date" shall have the meaning specified in Section
4.5(a).

         "Finance Charge Account" shall have the meaning specified in subsection
4.2(b).



                                       11
<PAGE>

         "Finance Charge Receivables" shall mean Receivables created in respect
of the Periodic Finance Charges, Cash Advance Fees and Late Fees and similar
fees and charges, Annual Membership Fees and Special Fees to the extent such
Special Fees are categorized as Finance Charge Receivables. Finance Charge
Receivables with respect to any Monthly Period shall include the amount of
Interchange (if any), Recoveries (if any), Discount Option Receivables (if any),
Insurance Proceeds and investment earnings from any of the Trust Accounts, and
other amounts allocable to any Series of Certificates pursuant to any Supplement
with respect to such Monthly Period that are to be treated as Finance Charge
Receivables but shall exclude charges for credit insurance. For purposes of this
Agreement, the amounts of Late Fees, similar fees and charges, Special Fees and
Interchange to be included in Finance Charge Collections shall be determined in
accordance with Sections 4.5 and 4.6 hereof.

         "Foreign Clearing Agency" shall mean Cedel and the Euroclear Operator.

         "Funding Period" shall have the meaning specified in Section 4.4.

         "Global Certificate" shall have the meaning specified in Section 6.13.

         "Governmental Authority" shall mean the United States of America, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "Group" shall mean, with respect to any Series, the group of Series in
which the related Supplement specifies that such Series shall be included.

         "Holder of the Transferor Certificate" or "holder of the Transferor
Certificate" shall mean the Holder of the Transferor Certificate or the Holder
of any uncertificated interest in the Transferor Interest.

         "Ineligible Receivable" shall have the meaning specified in subsection
2.4(d)(iii).

         "Initial Closing Date" shall mean October 19, 1995.

         "Initial Investor Interest" shall mean, with respect to any Series of
Certificates, the amount stated in the related Supplement.

         "Insolvency Event" shall have the meaning specified in subsection
9.2(a).



                                       12
<PAGE>

         "Insurance Proceeds" shall mean any amounts recovered by the Servicer
pursuant to any credit insurance policies covering any Obligor with respect to
Receivables under such Obligor's Account.

         "Interchange" shall mean, (1) with respect to any Monthly Period prior
to the September 1996 Monthly Period, the product of (x) the amounts recorded by
the Transferor as interchange with respect to the Bank Portfolio for such
Monthly Period and (y) the Trust Percentage; and (2) with respect to each
Monthly Period commencing with the September 1996 Monthly Period, the product of
(x) the amounts recorded by the Transferor as interchange with respect to the
Bank Portfolio for such Monthly Period and (y) a fraction, the numerator of
which is the total amount of purchases of merchandise and services relating to
the Accounts made during such Monthly Period and the denominator of which is the
total amount of purchases of merchandise and services relating to the Bank
Portfolio with respect to such Monthly Period.

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

         "Investment Company Act" shall mean the Investment Company Act of 1940,
as amended from time to time.

         "Investor Account" shall mean each of the Finance Charge Account, the
Principal Account, the Excess Funding Account and the Distribution Account.

         "Investor Certificate" shall mean any one of the certificates
(including, without limitation, the Bearer Certificates, the Registered
Certificates or the Global Certificates) issued by the Trust, executed by the
Transferor and authenticated by the Trustee substantially in the form (or forms
in the case of a Series with multiple Classes) of the investor certificate
attached to the related Supplement.

         "Investor Certificateholder" shall mean each holder of record of an
Investor Certificate.

         "Investor Charge-Off" shall have, with respect to each Series, the
meaning specified in the applicable Supplement.

         "Investor Default Amount" shall have, with respect to any Series of
Certificates, the meaning stated in the related Supplement.

         "Investor Interest" shall have, with respect to any Series of
Certificates, the meaning stated in the related Supplement.

         "Investor Percentage" shall have, with respect to Principal
Receivables, Finance Charge Receivables and Receivables in



                                       13
<PAGE>

Defaulted Accounts, and any Series of Certificates, the meaning stated in the
related Supplement.

         "Investor Servicing Fee" shall have, with respect to each Series, the
meaning specified in Section 3.2.

         "Late Fees" shall have the meaning specified in the Credit Card
Agreement applicable to each Account for late fees or similar terms.

         "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever, including, without limitation, any conditional
sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing or comparable law
of any jurisdiction to evidence any of the foregoing; provided, however, that
any assignment pursuant to Section 7.2 shall not be deemed to constitute a Lien.

         "Minimum Aggregate Principal Receivables" shall mean, as of any date of
determination, the sum of the numerators used on such date to calculate the
Investor Percentage with respect to Principal Receivables for all Series
outstanding on such date, less the amount on deposit in the Excess Funding
Account as of such date of determination.

         "Minimum Transferor Interest" shall mean, with respect to any Monthly
Period, an amount equal to the product of the Minimum Transferor Interest
Percentage and the sum of (i) the Average Principal Receivables for such Monthly
Period, (ii) the Excess Funding Amount and (iii) any amounts on deposit in any
Principal Funding Account and any other Series Account (if so specified in the
applicable Supplement).

         "Minimum Transferor Interest Percentage" shall mean the highest
percentage specified as the "Minimum Transferor Interest Percentage" in any
Supplement; provided, however, that the Transferor may reduce the Minimum
Transferor Interest Percentage upon (w) 30 days' prior notice to the Trustee,
each Rating Agency and any Credit Enhancement Provider entitled to receive such
notice pursuant to the relevant Supplement, (x) written confirmation from each
Rating Agency that such action will satisfy the Rating Agency Condition, (y)
delivery to the Trustee and each such Credit Enhancement Provider of an
Officer's Certificate stating that the Transferor reasonably believes that such
reduction will not, based on the facts known to such officer at the time of such
certification, then or thereafter cause a Pay Out Event to occur with respect to
any Series and (z) delivery to the Trustee of a Tax Opinion; provided further
that the Minimum



                                       14
<PAGE>

Transferor Interest Percentage shall not at any time be less than 2%.

         "Monthly Period" shall mean, unless otherwise defined in any
Supplement, the period from and including the first day of a calendar month to
and including the last day of a calendar month.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "New Discount Option Receivables" shall mean, as of any date of
determination, the product of the Discount Percentage and the amount of
Principal Receivables (before subtracting out Finance Charge Receivables which
are Discount Option Receivables) arising on such date of determination.

         "New Issuance" shall have the meaning specified in subsection 6.9(b).

         "New Issuance Date" shall have the meaning specified in subsection
6.9(b).

         "New Issuance Notice" shall have the meaning specified in subsection
6.9(b).

         "Notice Date" shall have the meaning specified in subsection 2.6(c)(i).

         "Obligor" shall mean, with respect to any Account, the Person or
Persons obligated to make payments with respect to such Account, including any
guarantor thereof.

         "Officer's Certificate" shall mean a certificate signed by any Vice
President or more senior officer of the Transferor or Servicer and delivered to
the Trustee.

         "Opinion of Counsel" shall mean a written opinion of counsel, who may
be counsel for or an employee of the Person providing the opinion, and who shall
be reasonably acceptable to the Trustee.

         "Participation" shall have the meaning specified in subsection
2.6(a)(ii).

         "Paying Agent" shall mean any paying agent appointed pursuant to
Section 6.6 and shall initially be Chase Bank.

         "Pay Out Commencement Date" shall mean, (a) with respect to each
Series, the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.1 or (b) with respect to any Series, a Series Pay Out Event is deemed
to occur pursuant to the Supplement for such Series.



                                       15
<PAGE>

         "Pay Out Event" shall mean, with respect to each Series, a Trust Pay
Out Event or a Series Pay Out Event.

         "Periodic Finance Charges" shall have the meaning specified in the
Credit Card Agreement applicable to each Account for finance charges (due to
periodic rate) or any similar term.

         "Permitted Investments" shall mean, unless otherwise provided in the
Supplement with respect to any Series

                  (a) book-entry securities or negotiable instruments or
         securities represented by instruments in bearer or registered form
         which evidence (i) obligations of or fully guaranteed by the United
         States of America; (ii) demand deposits, time deposits or certificates
         of deposit of any depositary institution or trust company incorporated
         under the laws of the United States of America or any state thereof (or
         domestic branches of foreign banks) and subject to supervision and
         examination by federal or state banking or depositary institution
         authorities; provided, however, that at the time of the Trust's
         investment or contractual commitment to invest therein, the
         certificates of deposit or short-term deposits of such depositary
         institution or trust company shall have a credit rating from Moody's
         and Standard & Poor's of "P-1" and "A-1+", respectively; (iii)
         commercial paper having, at the time of the Trust's investment or
         contractual commitment to invest therein, a rating from Moody's and
         Standard & Poor's of "P-1" and "A-l+", respectively and (iv) bankers'
         acceptances issued by any depository institution or trust company
         described in clause (a)(ii) above;

                  (b) demand deposits in the name of the Trust or the Trustee in
         any depositary institution or trust company referred to in clause
         (a)(ii) above;

                  (c) repurchase agreements transacted with either

                           (i) an entity subject to the United States federal
                  bankruptcy code, provided that (A) the repurchase agreement
                  matures prior to the next Distribution Date or is due on
                  demand, (B) the Trustee or a third party acting solely as
                  agent for the Trustee has possession of the collateral, (C)
                  the Trustee on behalf of the Trust has a security interest in
                  the collateral, (D) the market value of the collateral is
                  maintained at the requisite collateral percentage of the
                  obligation in accordance with standards of the Rating
                  Agencies, (E) the failure to maintain the requisite collateral
                  level will obligate the Trustee to liquidate the collateral
                  immediately, (F) the securities subject to the repurchase
                  agreement are either obligations of, or fully



                                       16
<PAGE>

                  guaranteed as to principal and interest by, the United States
                  of America or any instrumentality or agency thereof,
                  certificates of deposit or bankers acceptances and (G) the
                  securities subject to the repurchase agreement are free and
                  clear of any third party lien or claim; or

                           (ii) a financial institution insured by the FDIC, or
                  any broker-dealer with "retail customers" that is under the
                  jurisdiction of the Securities Investors Protection Corp.
                  ("SIPC"), provided that (A) the market value of the collateral
                  is maintained at the requisite collateral percentage of the
                  obligation in accordance with the standards of the Rating
                  Agencies, (B) the Trustee or a third party (with a short-term
                  debt rating of P-1 or higher by Moody's) acting solely as
                  agent for the Trustee has possession of the collateral, (C)
                  the Trustee on behalf of the Trust has a security interest in
                  the collateral, (D) the collateral is free and clear of third
                  party liens and, in the case of an SIPC broker, was not
                  acquired pursuant to a repurchase or reverse repurchase
                  agreement and (E) the failure to maintain the requisite
                  collateral percentage will obligate the Trustee to liquidate
                  the collateral; provided, however, that at the time of the
                  Trust's investment or contractual commitment to invest in any
                  repurchase agreement, the short-term deposits or commercial
                  paper rating of such entity or institution in subsections (i)
                  and (ii) shall have a credit rating of "P-1" from Moody's and
                  "A-1+" from Standard & Poor's; and

                  (d) any other investment that by its terms converts to cash
         within a finite time period if the Rating Agency Condition is satisfied
         with respect thereto.

         "Person" shall mean any legal person, including any individual,
corporation, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental entity or
other entity of similar nature.

         "Pool Factor" shall mean, except with respect to any Series issued in
more than one Class, a number carried out to seven decimals representing the
ratio of the applicable Investor Interest as of such Record Date (determined
after taking into account any reduction in the Investor Interest which will
occur on the following Distribution Date) to the applicable Initial Investor
Interest, and with respect to a Series having more than one Class, as specified
in the Supplement relating to such Series.



                                       17
<PAGE>

         "Portfolio Yield" shall have the meaning, with respect to any Series,
specified in the related Supplement.

         "Pre-Funding Account" shall have the meaning specified in Section 4.4.

         "Principal Account" shall have the meaning specified in subsection
4.2(b).

         "Principal Receivable" shall mean each Receivable other than (i)
Finance Charge Receivables, and (ii) Receivables in Defaulted Accounts. A
Receivable shall be deemed to have been created at the end of the day on the
Date of Processing of such Receivable. In calculating the aggregate amount of
Principal Receivables on any day, the amount of Principal Receivables shall be
reduced by the aggregate amount of credit balances in the Accounts on such day.
Any Receivables which the Transferor is unable to transfer as provided in
subsection 2.5(e) shall not be included in calculating the aggregate amount of
Principal Receivables.

         "Principal Sharing Series" shall mean a Series, that, pursuant to the
related Supplement, is entitled to Shared Principal Collections.

         "Principal Shortfalls" shall mean, with respect to a Transfer Date, the
aggregate amount for all outstanding Series that the related Supplements specify
are "Principal Shortfalls" for such Transfer Date.

         "Principal Terms" shall have the meaning, with respect to any Series
issued pursuant to a New Issuance, specified in subsection 6.9(c).

         "Rating Agency" shall mean, with respect to each Series, the rating
agency or agencies, if any, specified in the related Supplement.

         "Rating Agency Condition" shall mean, at any time with respect to a
Series, the written confirmation of the Rating Agency that a specified event or
modification of the terms of such Series will not result in the withdrawal or
downgrade of the rating of the Certificates of any Series then in effect.

         "Reassignment" shall have the meaning specified in subsection
2.7(b)(ii).

         "Reassignment Date" shall have the meaning specified in subsection
2.4(e).

         "Receivable" shall mean any amount owing by any Obligor including,
without limitation, amounts owing for the payment of goods and services, cash
advances, access checks, Annual Member-



                                       18
<PAGE>

ship Fees, Cash Advance Fees, Periodic Finance Charges, Late Fees and Special
Fees, if any but excluding credit insurance premiums.

         "Record Date" shall mean, with respect to any Distribution Date, the
last Business Day of the preceding Monthly Period.

         "Recoveries" shall mean, (i) with respect to any Monthly Period or any
shorter period commencing on or after the Recovery Determination Date, the
product of (a) all amounts recorded as recoveries on the Bank Portfolio by the
Servicer during such Monthly Period or such shorter period, as the case may be,
and (b) the Trust Percentage; and (ii) with respect to any Monthly Period or any
shorter period ending prior to the Recovery Determination Date, Recoveries shall
include, (a) with respect to the Chase Accounts, all amounts recorded as
recoveries with respect to the Chase Accounts by the Servicer during such period
and (b) with respect to the Chemical Accounts, the product of (1) all amounts
recorded as recoveries on the Bank Portfolio (excluding the amounts recorded as
recoveries on the Chase Portfolio Accounts) by the Servicer during such Monthly
Period or such shorter period, as the case may be, and (2) a fraction, the
numerator of which shall be the aggregate principal amount of Principal
Receivables arising from the Chemical Accounts (prior to giving effect to any
reduction thereof for Finance Charge Receivables arising from the Chemical
Accounts which are Discount Option Receivables) as of the close of business on
the last day of the prior Monthly Period and the denominator of which is the
aggregate principal balance of the Chemical Portfolio Accounts as of the close
of business on the last day of the prior Monthly Period.

         "Recovery Determination Date" shall mean the date specified by the
Servicer in an Officer's Certificate delivered to the Trustee as the date upon
which the Servicer will begin to calculate Recoveries in accordance with clause
(1) of the definition of the term "Recoveries."

         "Registered Certificates" shall have the meaning specified in Section
6.1.

         "Removal Date" shall mean the date on which Receivables in certain
designated Removed Accounts will be reassigned by the Trustee to the Transferor.

         "Removal Notice Date" shall mean the day no later than the fifth
Business Day prior to a Removal Date.

         "Removed Accounts" shall have the meaning specified in subsection
2.7(a).

         "Requirements of Law" for any Person shall mean the certificate of
incorporation or articles of association and by-laws or



                                       19
<PAGE>

other organizational or governing documents of such Person, and any law, treaty,
rule or regulation, or determination of an arbitrator or Governmental Authority,
in each case applicable to or binding upon such Person or to which such Person
is subject, whether federal, state or local (including, without limitation,
usury laws, the federal Truth in Lending Act and Regulation Z and Regulation B
of the Board of Governors of the Federal Reserve System).

         "Responsible Officer" shall mean any officer within the Corporate Trust
Office (or any successor group of the Trustee), including any Vice President,
any Assistant Secretary or any other officer of the Trustee customarily
performing functions similar to those performed by any person who at the time
shall be an above-designated officer and also, with any particular officer to
whom any corporate trust matter is referred because of such Officer's knowledge
of and familiarity with the particular subject.

         "Restated Recovery Determination Date" shall mean April 1, 1998.

         "Revolving Period" shall have, with respect to each Series, the meaning
specified in the related Supplement.

         "SAIF" shall mean the Savings Association Insurance Fund administered
by the FDIC.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Series" shall mean any Series of Investor Certificates, which may
include within any such Series a Class or Classes of Investor Certificates
subordinate to another such Class or Classes of Investor Certificates.

         "Series Account" shall mean any account or accounts established
pursuant to a Supplement for the benefit of such Series.

         "Series Pay Out Event" shall have, with respect to any Series, the
meaning specified pursuant to the Supplement for the related Series.

         "Series Servicing Fee Percentage" shall mean, with respect to any
Series, the amount specified in the related Supplement.

         "Series Termination Date" shall mean, with respect to any Series of
Certificates, the date stated in the related Supplement.

         "Servicer" shall mean initially Chase Bank, and its permitted
successors and assigns and thereafter any Person appointed as successor as
herein provided to service the Receivables.



                                       20
<PAGE>

         "Servicer Default" shall have the meaning specified in Section 10.1.

         "Servicing Fee" shall have the meaning specified in Section 3.2.

         "Servicing Officer" shall mean any officer of the Servicer involved in,
or responsible for, the administration and servicing of the Receivables whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.

         "Shared Excess Finance Charge Collections" shall mean, with respect to
any Transfer Date, the aggregate amount for all outstanding Series that the
related supplements specify are to be treated as "Shared Excess Finance Charge
Collections" for such Transfer Date.

         "Shared Principal Collections" shall mean, with respect to any Transfer
Date, the aggregate amount for all outstanding Series that the related
Supplements specify are to be treated as "Shared Principal Collections" for such
Transfer Date.

         "Special Fees" shall mean any fees which are not now but from time to
time may be assessed on the Accounts. On or after the date on which any of such
Special Fees begin to be assessed on the Accounts, the Transferor may designate
in an Officer's Certificate whether such Special Fees shall be treated as
Principal Receivables or Finance Charge Receivables.

         "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
Division of The McGraw-Hill Companies, Inc.

         "Successor Servicer" shall have the meaning specified in subsection
10.2(a).

         "Supplement" or "Series Supplement" shall mean, with respect to any
Series, a supplement to this Agreement complying with the terms of Section 6.9
of this Agreement, executed in conjunction with any issuance of any Series of
Certificates (or, in the case of the issuance of Certificates on the Initial
Closing Date, the supplement executed in connection with the issuance of such
Certificates).

         "Tax Opinion" shall mean with respect to any action, an Opinion of
Counsel delivered to the Trust and the Trustee to the effect that, for U.S.
federal income tax purposes, (a) such action will not adversely affect the tax
characterization as debt of Investor Certificates of any outstanding Series or
Class that were characterized as debt at the time of their issuance, (b)
following such action the Trust will not be deemed to be an



                                       21
<PAGE>

association (or a "publicly traded partnership" within the meaning of Section
7704(b) of the Code) taxable as a corporation and (c) such action will not cause
or constitute a taxable event in which gain or loss would be recognized by any
Investor Certificateholder or the Trust.

         "Termination Notice" shall have, with respect to any Series, the
meaning specified in subsection 10.1(d).

         "Transfer Agent and Registrar" shall have the meaning specified in
Section 6.3 and shall initially be the Chase Corporate Trust Office.

         "Transfer Date" shall mean, unless otherwise specified in the related
Supplement, with respect to any Series, the Business Day immediately prior to
each Distribution Date.

         "Transferor" shall mean (i) with respect to the time period prior to
June 1, 1996, Chase Bank and (ii) with respect to the time period beginning on
June 1, 1996, Chase USA and its successors in interest and permitted assigns.

         "Transferor Certificate" shall mean, if the Transferor elects to
evidence its interest in the Transferor Interest in certificated form pursuant
to Section 6.1, a certificate executed and delivered by the Transferor and
authenticated by the Trustee substantially in the form of Exhibit A: provided,
that at any time there shall be only one Transferor Certificate; provided
further, that in any Supplement, "Transferor Certificate" shall mean either a
certificate executed and delivered by the Transferor and authenticated by the
Trustee substantially in the form of Exhibit A or the uncertificated interest in
the Transferor Interest.

         "Transferor Interest" shall mean, on any date of determination, the
aggregate amount of Principal Receivables and the principal amounts on deposit
in the Excess Funding Account, any Principal Funding Account and any other
Series Account (if so provided in the applicable Supplement) at the end of the
day immediately prior to such date of determination, minus the Aggregate
Investor Interest at the end of such day, minus the aggregate Enhancement
Invested Amounts (if such amounts are not included in the Investor Interest in
the applicable Supplement), if any, for each Series outstanding at the end of
such day.

         "Transferor Percentage" shall mean, on any date of determination, when
used with respect to Principal Receivables, Finance Charge Receivables and
Receivables in Defaulted Accounts, a percentage equal to 100% minus the
Aggregate Investor Percentage with respect to such categories of Receivables.



                                       22
<PAGE>

         "Transferor Servicing Fee" shall have the meaning specified in Section
3.2.

         "Transferred Account" shall mean (a) an Account with respect to which a
new credit account number has been issued by the Servicer or the Transferor
under circumstances resulting from a lost or stolen credit card or from the
transfer from one affinity group to another affinity group and not requiring
standard application and credit evaluation procedures under the Credit Card
Guidelines or (b) an Eligible Account resulting from the conversion of an
Account that was a standard account to a premium account or from a premium
account to a standard account, and which in either case can be traced or
identified by reference to or by way of the computer files or microfiche lists
delivered to the Trustee pursuant to Section 2.1 or 2.6 as an account into which
an Account has been transferred.

         "Trust" shall mean the trust created by this Agreement, the corpus of
which shall consist of the Receivables now existing or hereafter created and
arising in connection with the Accounts, all monies due or to become due with
respect to the Receivables, all proceeds (as defined in Section 9-306 of the
UCC) of the Receivables and Insurance Proceeds relating to the Receivables, the
right to receive certain amounts paid or payable as Interchange and Recoveries,
such funds as from time to time are deposited in the Collection Account, the
Finance Charge Account, the Principal Account, the Distribution Account, the
Excess Funding Account and any Series Account and the rights to any Credit
Enhancement with respect to any Series. The name of such Trust shall be "The
Chemical Master Credit Card Trust I" or any other name at the option of the
Transferor; provided, however, that at least 5 Business Days prior to any change
in the name of Trust, the Transferor shall give written notice of such change to
the Servicer, the Trustee, each Rating Agency, any Credit Enhancement Provider
and all Certificateholders.

         "Trust Accounts" shall mean the Collection Account, the Principal
Account, the Finance Charge Account, the Distribution Account and the Excess
Funding Account.

         "Trust Extension" shall have the meaning specified in subsection
12.1(a).

         "Trust Pay Out Event" shall have, with respect to each Series, the
meaning specified in Section 9.1.

         "Trust Percentage" shall mean, with respect to any Monthly Period, a
fraction expressed as a percentage, the numerator of which is the aggregate
principal amount of Principal Receivables (prior to giving effect to any
reduction thereof for Finance Charge Receivables which are Discount Option
Receivables) as of the close of business on the last day of the prior Monthly
Period



                                       23
<PAGE>

and the denominator of which is the aggregate principal balance of the Bank
Portfolio as of the close of business on the last day of the prior Monthly
Period.

         "Trust Termination Date" shall mean (i) if a Trust Extension shall not
have occurred, the earlier to occur of (a) the first Business Day after the
Distribution Date following the date on which funds shall have been deposited in
the Distribution Account or the applicable Series Account for the payment of
Investor Certificateholders of each Series then issued and outstanding
sufficient to pay in full such certificates, (b) the date specified in
subsection 9.2(b) and (c) August 31, 2016, and (ii) if a Trust Extension shall
have occurred, the Extended Trust Termination Date.

         "Trustee" shall mean The Bank of New York, a New York banking
corporation, and its successors and any corporation resulting from or surviving
any consolidation or merger to which it or its successors may be a party and any
successor trustee appointed as herein provided.

         "UCC" shall mean the Uniform Commercial Code, as amended from time to
time, as in effect in either the State of New York or the State of Delaware, as
applicable.

         "Undivided Interest" shall mean the undivided interest in the Trust
evidenced by an Investor Certificate.

         Section I.2  Other Definitional Provisions.

                  (a  All terms defined in any Supplement or this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.

                  (b  As used herein and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
Section 1.1, and accounting terms partially defined in Section 1.1 to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles or regulatory accounting procedures applicable to
the Transferor, as applicable. To the extent that the definitions of accounting
terms herein are inconsistent with the meanings of such terms under generally
accepted accounting principles or such regulatory accounting procedures, the
definitions contained herein shall control.

                  (c  The agreements, representations and warranties of Chase
Bank in this Agreement and in any Supplement in each of its capacities as
Transferor and Servicer shall be deemed to be the agreements, representations
and warranties of Chase Bank solely in each such capacity for the time periods
during which



                                       24
<PAGE>

Chase Bank acts in the respective capacity under this Agreement and the
agreements, representations and warranties of Chase USA in this Agreement and in
any Supplement in its capacity as Transferor shall be deemed to be the
agreements, representations and warranties of Chase USA solely in such capacity
for the time periods and for so long as Chase USA acts in such capacity under
this Agreement.

                  (d  The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to any Supplement or this
Agreement as a whole and not to any particular provision of this Agreement or
any Supplement; and Section, subsection, Schedule and Exhibit references
contained in this Agreement or any Supplement are references to Sections,
subsections, Schedules and Exhibits in or to this Agreement or any Supplement
unless otherwise specified. The Monthly Servicer Report, the form of which is
attached as Exhibit C, shall be in substantially the form of Exhibit C, with
such changes as the Servicer may determine to be necessary or desirable;
provided, however, that no such change shall serve to exclude information
required by the Agreement or any Supplement. The Servicer shall, upon making
such determination, deliver to the Trustee and each Rating Agency an Officer's
Certificate to which shall be annexed the form of the related Exhibit, as so
changed. Upon the delivery of such Officer's Certificate to the Trustee, the
related Exhibit, as so changed, shall for all purposes of this Agreement
constitute such Exhibit. The Trustee may conclusively rely upon such Officer's
Certificate in determining whether the related Exhibit, as changed, conforms to
the requirements of this Agreement.


                               [End of Article I]



                                       25
<PAGE>


                                   ARTICLE II

                           CONVEYANCE OF RECEIVABLES;
                            ISSUANCE OF CERTIFICATES

                  Section II.1 Conveyance of Receivables. Each of Chase Bank and
Chase USA does hereby transfer, assign, set over, and otherwise convey to the
Trust for the benefit of the Certificateholders, without recourse, all of its
right, title and interest in and to (i) the Receivables existing as of the
Cut-Off Date and thereafter created and arising in connection with the Accounts
(other than Additional Accounts), (ii) all monies due or to become due with
respect to such Receivables, (iii) all proceeds of such Receivables, (iv)
Insurance Proceeds relating to such Receivables, (v) Recoveries, (vi)
Interchange and (vii) each of the Trust Accounts. Notwithstanding anything in
this Pooling and Servicing Agreement to the contrary, it is the intention of the
parties hereto to treat the transfer, assignment, set over, and conveyance to
the Trust of all of the Transferor's right, title and interest in and to (i) the
Receivables existing as of the Cut-Off Date and thereafter created and arising
in connection with the Accounts (other than Additional Accounts), (ii) all
monies due or to become due with respect to such Receivables, (iii) all proceeds
of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v)
Recoveries and (vi) Interchange as a sale, and not as a secured borrowing, for
accounting (but not for tax) purposes.

                  In connection with such transfer, assignment, set-over and
conveyance, each of Chase Bank and Chase USA agrees to file, at its own expense,
a financing statement (including any continuation statements with respect to
such financing statement when applicable) with respect to the Receivables now
existing and hereafter created for the perfection of a security interest (as
defined in the UCC) in accounts and general intangibles (as defined in Section
9-106 of the UCC) meeting the requirements of applicable state law in such
manner and in such jurisdictions as are necessary to perfect such security
interest in favor of the Trust, and to deliver a file-stamped copy of such
financing statement or continuation statement or other evidence at such filing
(which may, for purposes of this Section 2.1, consist of telephone confirmation
of such filing) to the Trustee on or prior to the date of issuance of the
Certificates, and in the case of any continuation statements filed pursuant to
this Section 2.1, as soon as practicable after receipt thereof by the
Transferor. It is understood and agreed that the description of collateral set
forth in such financing statements will include all credit card accounts of the
Transferor. Upon receipt of written request from the Transferor to release the
receivables in such credit card accounts as are specified in such request, the
Trustee is hereby authorized and hereby agrees to execute promptly, UCC-3
amendments or releases, releasing such credit card accounts;



                                       26
<PAGE>

provided, however, that except as permitted pursuant to Section 2.7, no such
release shall apply to the Accounts, including any Additional Accounts. In
addition, the Trustee is hereby authorized to execute such intercreditor or
other agreements as may be requested in writing by the Transferor in connection
with the foregoing; provided, however, that except as permitted pursuant to
Section 2.7, no such intercreditor agreements shall apply to the Accounts,
including any Additional Accounts, or any Receivables in such Accounts or
Additional Accounts. The foregoing transfer, assignment, set-over and conveyance
to the Trust shall be made to the Trustee, on behalf of the Trust, and each
reference in this Agreement to such transfer, assignment, set-over and
conveyance shall be construed accordingly.

                  In connection with such transfer, the Transferor agrees, at
its own expense, on or prior to the Initial Closing Date (i) to indicate in its
computer files that Receivables created in connection with the Accounts have
been transferred to the Trust pursuant to this Agreement for the benefit of the
Certificateholders and (ii) to deliver to the Trustee a computer file or
microfiche list containing a true and complete list of all such Accounts,
identified by account number and setting forth the Receivable balance as of the
Cut-Off Date. Such file or list shall be marked as Schedule 1 to this Agreement,
delivered to the Trustee as confidential and proprietary, and is hereby
incorporated into and made a part of this Agreement. The Transferor further
agrees not to remove such indication in the file referenced in clause (i) of
this paragraph with respect to any Account during the term of this Agreement
unless and until such Account becomes a Removed Account or a Defaulted Account.

                  The Transferor hereby grants to the Trust for the benefit of
the Certificateholders a security interest in all of the Transferor's right,
title and interest in, to and under the Receivables existing as of the Cut-Off
Date and thereafter created and arising in connection with the Accounts (other
than Additional Accounts), all moneys due or to become due with respect to such
Receivables, all proceeds of such Receivables and all Insurance Proceeds
relating to such Receivables, all Recoveries, Interchange and all proceeds
thereof and each of the Trust Accounts to secure a loan in an amount equal to
the unpaid principal amount of the Investor Certificates issued hereunder or to
be issued pursuant to this Agreement and the interest accrued at the related
Certificate Rate, and this Agreement shall constitute a security agreement under
applicable law.

                  Pursuant to the request of the Transferor, the Trustee shall
cause Certificates in authorized denominations evidencing interests in the Trust
to be duly authenticated and delivered to or upon the order of the Transferor
pursuant to Section 6.2.



                                       27
<PAGE>

                  Notwithstanding anything else in this Agreement to the
contrary, it is understood and agreed that the ownership interest or lien
conveyed or granted by Chase Bank, as Transferor, to the Trustee in Receivables
and other property under the Original Pooling and Servicing Agreement shall
remain in full force and effect and shall in no way be affected by the amendment
and restatement of the Original Pooling and Servicing Agreement by this
Agreement.

                  Section II.2  Acceptance by Trustee.

                  (a  The Trustee hereby acknowledges its acceptance, on behalf
of the Trust, of all right, title and interest previously held by the Transferor
in and to the Receivables existing as of the Cut-Off Date and thereafter created
and arising in connection with the Accounts, all monies due or to become due
with respect thereto (including all Finance Charge Receivables), all proceeds of
such Receivables, Insurance Proceeds relating to such Receivables, all
Recoveries and Interchange and the proceeds thereof, and declares that it shall
maintain such right, title and interest, upon the Trust herein set forth, for
the benefit of all Certificateholders. The Trustee further acknowledges that,
prior to or simultaneously with the execution and delivery of this Agreement,
the Transferor delivered to the Trustee the computer file or microfiche list
described in the third paragraph of Section 2.1.

                  (b  The Trustee hereby agrees not to disclose to any Person
any of the account numbers or other information contained in the computer files
or microfiche lists delivered to the Trustee by the Transferor pursuant to
Sections 2.1, 2.6 and 2.7 ("Account Information") except as required in
connection with the performance of its duties hereunder or in enforcing the
rights of the Certificateholders or to a Successor Servicer appointed pursuant
to Section 10.2, or as mandated pursuant to any Requirement of Law applicable to
the Trustee or as requested by any Person in connection with financing
statements filed with the Trust. The Trustee agrees to take such measures as
shall be reasonably requested by the Transferor to protect and maintain the
security and confidentiality of such information, and, in connection therewith,
shall allow the Transferor to inspect the Trustee's security and confidentiality
arrangements from time to time during normal business hours. In the event that
the Trustee is required by law to disclose any Account Information, the Trustee
shall provide the Transferor with prompt written notice, unless such notice is
prohibited by law, of any such request or requirement so that the Transferor may
request a protective order or other appropriate remedy. The Trustee shall use
its best efforts to provide the Transferor with written notice no later than
five Business Days prior to any disclosure pursuant to this subsection 2.2(b).



                                       28
<PAGE>

                  (c  The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement.

                  Section II.3 Representations and Warranties of the Transferor.
The Transferor hereby represents and warrants to the Trust as of the Initial
Closing Date:

                  (a  Organization and Good Standing. The Transferor is a
         banking corporation duly organized and validly existing in good
         standing under the laws of the jurisdiction of its organization and has
         full corporate power, authority and legal right to execute, deliver and
         perform its obligations under this Agreement and to execute and deliver
         to the Trustee the Certificates pursuant hereto, and, in all material
         respects, to own its properties and conduct its business as such
         properties are presently owned and such business is presently
         conducted.

                  (b  Due Qualification. The Transferor is duly qualified to do
         business and is in good standing (or is exempt from such requirement)
         and has obtained all necessary licenses and approvals with respect to
         the Transferor in each jurisdiction in which failure to so qualify or
         to obtain such licenses and approvals would render any Credit Card
         Agreement relating to an Account or any Receivable unenforceable by the
         Transferor or the Trust or would have a material adverse effect on the
         Certificateholders; provided, however, that no representation or
         warranty is made with respect to any qualifications, licenses or
         approvals which the Trustee would have to obtain to do business in any
         state in which the Trustee seeks to enforce any Account or Receivable.

                  (c  Due Authorization. The execution and delivery of this
         Agreement and the execution and delivery to the Trustee of the
         Certificates by the Transferor and the consummation of the transactions
         provided for in this Agreement have been duly authorized by the
         Transferor by all necessary corporate action on its part and this
         Agreement will remain, from the time of its execution, an official
         record of the Transferor.

                  (d  No Conflict. The execution and delivery of this Agreement
         and the Certificates, the performance of the transactions contemplated
         by this Agreement and the fulfillment of the terms hereof will not
         conflict with, result in any breach of any of the material terms and
         provisions of, or constitute (with or without notice or lapse of time
         or both) a material default under, any indenture, contract, agreement,
         mortgage, deed of trust, or other instrument to which the Transferor is
         a party or by which it or any of its properties are bound, except to
         the extent that the same



                                       29
<PAGE>

         could not reasonably be expected to have a material adverse effect on
         the Certificateholders.

                  (e  No Violation. The execution and delivery of this
         Agreement, any Supplement and the Certificates, the performance of the
         transactions contemplated by this Agreement and the fulfillment of the
         terms hereof will not conflict with or violate any Requirements of Law
         applicable to the Transferor, except to the extent that the same could
         not reasonably be expected to have a material adverse effect on the
         Certificateholders.

                  (f  No Proceedings. There are no proceedings or investigations
         pending or, to the best knowledge of the Transferor, threatened against
         the Transferor before any court, regulatory body, administrative
         agency, or other tribunal or governmental instrumentality (i) asserting
         the invalidity of this Agreement or the Certificates, (ii) seeking to
         prevent the issuance of the Certificates or the consummation of any of
         the transactions contemplated by this Agreement or the Certificates,
         (iii) seeking any determination or ruling that, in the reasonable
         judgment of the Transferor, would materially and adversely affect the
         performance by the Transferor of its obligations under this Agreement,
         (iv) seeking any determination or ruling that would materially and
         adversely affect the validity or enforceability of this Agreement or
         the Certificates or (v) seeking to affect adversely the income tax
         attributes of the Trust.

                  (g) Eligibility of Accounts. As of the Cut-Off Date, each
         Account was an Eligible Account and no selection procedures adverse to
         the Investor Certificateholders have been employed by the Transferor in
         selecting the Accounts from among the Eligible Accounts in the Bank
         Portfolio.

                  (h) All Consents Required. All approvals, authorizations,
         consents, orders or other actions of any Person or of any governmental
         body or official required in connection with the execution and delivery
         of this Agreement and the Certificates, the performance of the
         transactions contemplated by this Agreement and the fulfillment of the
         terms hereof, have been obtained, except where the failure to obtain
         such approvals, authorizations, consents, orders or other actions could
         not reasonably be expected to have a material adverse effect on the
         Certificateholders.

                  For the purposes of the representations and warranties
contained in this Section 2.3 and made by the Transferor on the Initial Closing
Date, "Certificates" shall mean the Certificates issued on the Initial Closing
Date. The representations and warranties set forth in this Section 2.3 shall
survive the



                                       30
<PAGE>

transfer and assignment of the respective Receivables to the Trust, and
termination of the rights and obligations of the Servicer pursuant to Section
10.1. The Transferor hereby represents and warrants to the Trust, with respect
to any Series of Certificates, as of its Closing Date, unless otherwise stated
in such Supplement, that the representations and warranties of the Transferor
set forth in Section 2.3 are true and correct as of such date (for the purposes
of such representations and warranties, "Certificates" shall mean the
Certificates issued on the related Closing Date). Upon discovery by the
Transferor, the Servicer or the Trustee of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.

                  Section II.4 Representations and Warranties of the Transferor
Relating to the Agreement and the Receivables.

                  (a) Binding Obligation; Valid Transfer and Assignment. The
Transferor hereby represents and warrants to the Trust that, as of the Initial
Closing Date:

                           (i) This Agreement constitutes a valid and legally
         binding obligation of the Transferor, enforceable against the
         Transferor in accordance with its terms, except (A) as may be limited
         by applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to or affecting creditors' rights generally and the
         rights of creditors of banking corporations organized under the laws of
         the state of its organization, and (B) as may be limited by general
         equitable principles (whether considered in a proceeding in equity or
         at law) and an implied covenant of good faith and fair dealing.

                           (ii) This Agreement constitutes either (A) a valid
         transfer, assignment, set-over and conveyance to the Trust of all
         right, title and interest of the Transferor in and to the Receivables
         now existing and hereafter created and arising in connection with the
         Accounts (other than Receivables in Additional Accounts), all proceeds
         of such Receivables and Insurance Proceeds relating thereto, and such
         Receivables and all proceeds thereof and Insurance Proceeds relating
         thereto will be held by the Trust free and clear of any Lien of any
         Person claiming through or under the Transferor or any of its
         Affiliates except for (x) Liens permitted under subsection 2.5(b), (y)
         the interest of the Transferor as Holder of the Transferor Certificate
         and (z) the Transferor's right, if any, to interest accruing on, and
         investment earnings, if any, in respect of the Finance Charge Account,
         the Principal Account or any Series Account, as provided in this
         Agreement or the related Supplement, or (B) a grant of a security
         interest (as defined in the UCC)



                                       31
<PAGE>

         in such property to the Trust, which is enforceable with respect to the
         existing Receivables, the proceeds thereof and Insurance Proceeds
         relating thereto upon execution and delivery of this Agreement, and
         which will be enforceable with respect to such Receivables hereafter
         created, the proceeds thereof and Insurance Proceeds relating thereto,
         upon such creation. If this Agreement constitutes the grant of a
         security interest to the Trust in such property, upon the filing of the
         financing statement described in Section 2.1 and in the case of the
         Receivables hereafter created and proceeds thereof and Insurance
         Proceeds relating thereto, upon such creation, the Trust shall have a
         first priority perfected security interest in the Transferor's rights
         in such property (subject to Section 9-306 of the UCC), except for
         Liens permitted under subsection 2.5(b). Neither the Transferor nor any
         Person claiming through or under the Transferor shall have any claim to
         or interest in the Principal Account, the Finance Charge Account, the
         Distribution Account or any Series Account, except for the Transferor's
         rights to receive interest accruing on, and investment earnings in
         respect of, the Finance Charge Account and Principal Account as
         provided in this Agreement (or, if applicable, any Series Account as
         provided in any Supplement) and, if this Agreement constitutes the
         grant of a security interest in such property, except for the interest
         of the Transferor in such property as a debtor for purposes of the UCC.

                  (b) Eligibility of Receivables. The Transferor hereby
represents and warrants to the Trust as of the Initial Closing Date and as of
each Addition Date, as the case may be, that:

                           (i) Each Receivable is an Eligible Receivable as of
         the Cut-Off Date or the Addition Date, as applicable.

                           (ii) Each Receivable then existing has been
         transferred to the Trust free and clear of any Lien of any Person
         claiming through or under the Transferor or any of its Affiliates
         (other than Liens permitted under subsection 2.5(b)) and in compliance,
         in all material respects, with all Requirements of Law applicable to
         the Transferor.

                           (iii) With respect to each Receivable then existing,
         all consents, licenses, approvals or authorizations of or registrations
         or declarations with any Governmental Authority required to be
         obtained, effected or given by the Transferor in connection with the
         conveyance of such Receivable to the Trust have been duly obtained,
         effected or given and are in full force and effect.

                           (iv) On each day on which any new Receivable is
         created, the Transferor shall be deemed to represent and



                                       32
<PAGE>

         warrant to the Trust that (A) each Receivable created on such day is an
         Eligible Receivable, (B) each Receivable created on such day has been
         conveyed to the Trust in compliance, in all material respects, with all
         Requirements of Law applicable to the Transferor, (C) with respect to
         each such Receivable, all consents, licenses, approvals or
         authorizations of or registrations or declarations with, any
         Governmental Authority required to be obtained, effected or given by
         the Transferor in connection with the conveyance of such Receivable to
         the Trust have been duly obtained, effected or given and are in full
         force and effect and (D) the representations and warranties set forth
         in subsection 2.4(a) are true and correct with respect to each
         Receivable created on such day as if made on such day.

                           (v) As of the Initial Closing Date, Schedule 1 to
         this Agreement, and as of the applicable Addition Date with respect to
         Additional Accounts designated pursuant to Sections 2.6(a) and (b), the
         related computer file or microfiche list referred to in Section 2.6, is
         an accurate and complete listing in all material respects of all the
         Accounts as of the Cut-Off Date, or with respect to Additional
         Accounts, as of the applicable Addition Date and the information
         contained therein with respect to the identity of such Accounts and the
         Receivables existing thereunder is true and correct in all material
         respects as of the Cut-Off Date or such applicable Addition Date. As of
         September 28, 1995, the aggregate amount of Receivables in all the
         Accounts was $5,118,124,136.02 of which $5,016,343,299.38 were
         Principal Receivables.

                  (c) Notice of Breach. The representations and warranties set
forth in this Section 2.4 shall survive the transfer and assignment of the
respective Receivables to the Trust. Upon discovery by the Transferor, the
Servicer or the Trustee of a breach of any of the representations and warranties
set forth in this Section 2.4, the party discovering such breach shall give
prompt written notice to the other parties mentioned above. The Transferor
agrees to cooperate with the Servicer and the Trustee in attempting to cure any
such breach.

                  (d) Transfer of Ineligible Receivables.

                           (i) Automatic Removal. In the event of a breach with
         respect to a Receivable of any representations and warranties set forth
         in subsection 2.4(b)(ii), or in the event that a Receivable is not an
         Eligible Receivable as a result of the failure to satisfy the
         conditions set forth in clause (d) of the definition of Eligible
         Receivable, and any of the following three conditions is met: (A) as a
         result of such breach or event such Receivable is charged off as
         uncollectible or the Trust's rights in, to or under such



                                       33
<PAGE>

         Receivable or its proceeds are impaired or the proceeds of such
         Receivable are not available for any reason to the Trust free and clear
         of any Lien; (B) the Lien upon the subject Receivable (1) arises in
         favor of the United States of America or any State or any agency or
         instrumentality thereof and involves taxes or liens arising under Title
         IV of ERISA or (2) has been consented to by the Transferor; or (C) the
         unsecured short-term debt rating of the Transferor is not at least
         "P-1" by Moody's and "A-1" by Standard & Poor's and the Lien upon the
         subject Receivable ranks prior to the Lien created pursuant to this
         Agreement; then, upon the earlier to occur of the discovery of such
         breach or event by the Transferor or the Servicer or receipt by the
         Transferor of written notice of such breach or event given by the
         Trustee, each such Receivable shall be automatically removed from the
         Trust on the terms and conditions set forth in subsection 2.4(d)(iii).

                           (ii) Removal After Cure Period. In the event of a
         breach of any of the representations and warranties set forth in
         subsection 2.4(b) other than a breach or event as set forth in clause
         (d)(i) above, and as a result of such breach the related Account
         becomes a Defaulted Account or the Trust's rights in, to or under the
         Receivable or its proceeds are impaired or the proceeds of such
         Receivable are not available for any reason to the Trust free and clear
         of any Lien, then, upon the expiration of 60 days (or such longer
         period as may be agreed to by the Trustee in its sole discretion, but
         in no event later than 120 days) from the earlier to occur of the
         discovery of any such event by either the Transferor or the Servicer,
         or receipt by the Transferor of written notice of any such event given
         by the Trustee, each such Receivable shall be removed from the Trust on
         the terms and conditions set forth in subsection 2.4(d)(iii); provided,
         however, that no such removal shall be required to be made if, on any
         day within such applicable period, such representations and warranties
         with respect to such Receivable shall then be true and correct in all
         material respects as if such Receivable had been created on such day.

                           (iii) Procedures for Removal. When the provisions of
         subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the
         Transferor shall accept reassignment of such Receivable (an "Ineligible
         Receivable") by directing the Servicer to deduct the principal balance
         of each such Ineligible Receivable from the Principal Receivables in
         the Trust and to decrease the Transferor Interest by such amount. On
         and after the date of such removal, each Ineligible Receivable shall be
         deducted from the aggregate amount of Principal Receivables used in the
         calculation of any Investor Percentage, the Transferor Percentage or
         the Trans-



                                       34
<PAGE>

         feror Interest. In the event that the exclusion of an Ineligible
         Receivable from the calculation of the Transferor Interest would cause
         the Transferor Interest to be reduced below the Minimum Transferor
         Interest, the Transferor shall immediately, but in no event later than
         10 Business Days after such event, make a deposit in the Excess Funding
         Account in immediately available funds in an amount equal to the amount
         by which the Transferor Interest would be reduced below the Minimum
         Transferor Interest. The portion of such deposit allocated to the
         Investor Certificates of each Series shall be distributed to the
         Investor Certificateholders of each Series in the manner specified in
         Article IV, if applicable, on the Distribution Date relating to the
         Monthly Period in which such deposit is made. Upon the reassignment to
         the Transferor of an Ineligible Receivable, the Trust shall
         automatically and without further action be deemed to transfer, assign,
         set-over and otherwise convey to the Transferor, without recourse,
         representation or warranty, all the right, title and interest of the
         Trust in and to such Ineligible Receivable, all monies due or to become
         due with respect to such Ineligible Receivable and all proceeds of such
         Ineligible Receivable and Insurance Proceeds relating to such
         Ineligible Receivable allocated to such Ineligible Receivable pursuant
         to any Supplement. Such reassigned Ineligible Receivable shall be
         treated by the Trust as collected in full as of the date on which it
         was transferred. The Trustee shall execute such documents and
         instruments of transfer or assignment and take other actions as shall
         reasonably be requested by the Transferor to evidence the conveyance of
         such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The
         obligation of the Transferor set forth in this subsection 2.4(d)(iii),
         or the automatic removal of such Receivable from the Trust, as the case
         may be, shall constitute the sole remedy respecting any breach of the
         representations and warranties set forth in the above-referenced
         subsections with respect to such Receivable available to
         Certificateholders or the Trustee on behalf of Certificateholders.

                           (iv) Proceeds Held by Servicer. For the purposes of
         subsections 2.4(d)(i) and (ii) above, proceeds of a Receivable shall
         not be deemed to be impaired hereunder solely because such proceeds are
         held by the Servicer (if the Servicer is the Transferor) for more than
         the applicable period under Section 9-306(3) of the UCC.

                  (e) Reassignment of Trust Portfolio. In the event of a breach
of any of the representations and warranties set forth in subsection 2.4(a),
either the Trustee or the Holders of Investor Certificates evidencing Undivided
Interests aggregating more than 50% of the Aggregate Investor Interest, by
notice then



                                       35
<PAGE>

given in writing to the Transferor (and to the Trustee and the Servicer, if
given by the Investor Certificateholders), may direct the Transferor to accept
reassignment of an amount of Principal Receivables (as specified below) within
60 days of such notice (or within such longer period as may be specified in such
notice), and the Transferor shall be obligated to accept reassignment of such
Principal Receivables on a Distribution Date specified by the Transferor (such
Distribution Date, the "Reassignment Date") occurring within such applicable
period on the terms and conditions set forth below; provided, however, that no
such reassignment shall be required to be made if, at any time during such
applicable period, the representations and warranties contained in subsection
2.4(a) shall then be true and correct in all material respects. The Transferor
shall deposit on the Transfer Date (in New York Clearing House, next day funds)
preceding the Reassignment Date an amount equal to the reassignment deposit
amount for such Receivables in the Distribution Account or Series Account, as
provided in the related Supplement, for distribution to the Investor
Certificateholders pursuant to Article XII. The reassignment deposit amount with
respect to each Series for such reassignment, unless otherwise stated in the
related Supplement, shall be equal to (i) the Investor Interest of such Series
at the end of the day on the last day of the Monthly Period preceding the
Reassignment Date, less the amount, if any, previously allocated for payment of
principal to such Certificateholders on the related Distribution Date in the
Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal
to all interest accrued but unpaid on the Investor Certificates of such Series
at the applicable Certificate Rate through the Reassignment Date, less the
amount, if any, previously allocated for payment of interest to the
Certificateholders of such Series on the related Distribution Date in the
Monthly Period in which the Reassignment Date occurs. Payment of the
reassignment deposit amount with respect to each Series, and all other amounts
in the Distribution Account or the applicable Series Account in respect of the
preceding Monthly Period, shall be considered a prepayment in full of the
Receivables represented by the Investor Certificates on the Distribution Date
following the Transfer Date on which such amount has been deposited in full into
the Distribution Account or the applicable Series Account, the Receivables and
all monies due or to become due with respect to such Receivables and all
proceeds of the Receivables and Insurance Proceeds relating to such Receivables
and Interchange (if any) and Recoveries (if any) allocable to the Series shall
be released to the Transferor after payment of all amounts otherwise due
hereunder on or prior to such dates and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
representation or warranty, as shall be prepared by and as are reasonably
requested by the Transferor to vest in the Transferor, or its designee or
assignee, all right, title and interest of the Trust in and to the Receivables,
all monies due or to become due


                                       36
<PAGE>

with respect to such Receivables and all proceeds of the Receivables and
Insurance Proceeds relating to such Receivables and Interchange (if any) and
Recoveries (if any) allocable to the Series. If the Trustee or the Investor
Certificateholders give notice directing the Transferor to accept reassignment
as provided above, the obligation of the Transferor to accept reassignment of
the Receivables and pay the reassignment deposit amount pursuant to this
subsection 2.4(e) shall constitute the sole remedy respecting a breach of the
representations and warranties contained in subsection 2.4(a) available to the
Investor Certificateholders or the Trustee on behalf of the Investor
Certificateholders.

                  Section II.5 Covenants of the Transferor. The Transferor
hereby covenants that:

                  (a) Receivables to be Accounts or General Intangibles. Except
in connection with the enforcement thereof, the Transferor will take no action
to cause any Receivable to be evidenced by any instrument (as defined in the
UCC). Each Receivable shall be payable pursuant to a contract which does not
create a Lien on any goods purchased thereunder. The Transferor will take no
action to cause any Receivable to be anything other than an "account" or
"general intangible" (as defined in the UCC).

                  (b) Security Interests. Except for the conveyances hereunder,
the Transferor will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Receivable,
whether now existing or hereafter created, or any interest therein; the
Transferor will immediately notify the Trustee of the existence of any Lien on
any Receivable, and the Transferor shall defend the right, title and interest of
the Trust in, to and under the Receivables, whether now existing or hereafter
created, against all claims of third parties claiming through or under the
Transferor; provided, however, that nothing in this subsection 2.5(b) shall
prevent or be deemed to prohibit the Transferor from suffering to exist upon any
of the Receivables any Liens for municipal or other local taxes if such taxes
shall not at the time be due and payable or if the Transferor shall currently be
contesting the validity thereof in good faith by appropriate proceedings and
shall have set aside on its books adequate reserves with respect thereto.

                  (c) Finance Charges and Other Fees. The Transferor, except as
otherwise required by any Requirement of Law, or as is deemed by the Transferor
to be necessary in order for the Transferor to maintain its credit card
business, based upon a good faith assessment by the Transferor, in its sole
discretion, of the nature of the competition in the credit card business, shall
not at any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of



                                       37
<PAGE>

such reduction, the Transferor's reasonable expectation of the Portfolio Yield
as of such date (after giving effect to any concurrent exercise of a discount
option) would be less than the Base Rate.

                  (d) Credit Card Agreements and Account Guidelines. The
Transferor shall comply with and perform its obligations under the Credit Card
Agreements relating to the Accounts and the Credit Card Guidelines and all
applicable rules and regulations of VISA U.S.A., Inc. and MasterCard
International Inc., except insofar as any failure to comply or perform would not
materially and adversely affect the rights of the Trust or the
Certificateholders hereunder or under the Certificates. The Transferor may
change the terms and provisions of the Credit Card Agreements or the Credit Card
Guidelines in any respect (including, without limitation, the reduction of the
required minimum monthly payment, the calculation of the amount, or the timing,
of charge offs and the Periodic Finance Charges and other fees to be assessed
thereon) only if such change (i) would not, in the reasonable belief of the
Transferor, cause a Pay Out Event to occur, and (ii) is made applicable to the
comparable segment of the revolving credit card accounts owned and serviced by
the Transferor which have characteristics the same as, or substantially similar
to, the Accounts that are the subject of such change, except as otherwise
restricted by an endorsement, sponsorship, or other agreement between the
Transferor and an unrelated third party or by the terms of the Credit Card
Agreements.

                  (e) Account Allocations.

                           (i) in the event that the Transferor is unable for
         any reason to transfer Receivables to the Trust in accordance with the
         provisions of this Agreement (including, without limitation, by reason
         of the application of the provisions of Section 9.2 or an order by any
         federal governmental agency having regulatory authority over the
         Transferor or any court of competent jurisdiction that the Transferor
         not transfer any additional Principal Receivables to the Trust) then,
         in any such event, (A) the Transferor agrees to allocate and pay to the
         Trust, after the date of such inability, all Collections with respect
         to Principal Receivables, and all amounts which would have constituted
         Collections with respect to Principal Receivables but for the
         Transferor's inability to transfer such Receivables (up to an aggregate
         amount equal to the amount of Principal Receivables in the Trust on
         such date); (B) the Transferor agrees to have such amounts applied as
         Collections in accordance with Article IV; and (C) for only so long as
         all Collections and all amounts which would have constituted
         Collections are allocated and applied in accordance with clauses (A)
         and (B) above, Principal Receivables (and all amounts which would have
         constituted Principal Receivables



                                       38
<PAGE>

         but for the Transferor's inability to transfer Receivables to the
         Trust) that are written off as uncollectible in accordance with this
         Agreement shall continue to be allocated in accordance with Article IV,
         and all amounts that would have constituted Principal Receivables but
         for the Transferor's inability to transfer Receivables to the Trust
         shall be deemed to be Principal Receivables for the purpose of
         calculating (i) the applicable Investor Percentage with respect to any
         Series and (ii) the Aggregate Investor Percentage thereunder. If the
         Transferor is unable pursuant to any Requirement of Law to allocate
         Collections as described above, the Transferor agrees that it shall in
         any such event allocate, after the occurrence of such event, payments
         on each Account with respect to the principal balance of such Account
         first to the oldest principal balance of such Account and to have such
         payments applied as Collections in accordance with Article IV. The
         parties hereto agree that Finance Charge Receivables, whenever created,
         accrued in respect of Principal Receivables that have been conveyed to
         the Trust, or that would have been conveyed to the Trust but for the
         above described inability to transfer such Receivables, shall continue
         to be a part of the Trust notwithstanding any cessation of the transfer
         of additional Principal Receivables to the Trust and that Collections
         with respect thereto shall continue to be allocated and paid in
         accordance with Article IV.

                           (ii) In the event that, pursuant to subsection
         2.4(d), the Transferor accepts reassignment of an Ineligible Receivable
         as a result of a breach of the representations and warranties in
         subsection 2.4(b) relating to such Receivable, then, in any such event,
         the Transferor agrees to account for payments received with respect to
         such Ineligible Receivable separately from its accounting for
         Collections on Principal Receivables retained by the Trust. If payments
         received from or on behalf of an Obligor are not specifically
         applicable either to an Ineligible Receivable of such Obligor
         reassigned to the Transferor or to the Receivables of such Obligor
         retained in the Trust, then the Transferor agrees to allocate payments
         proportionately based on the total amount of Principal Receivables of
         such Obligor retained in the Trust and the total amount owing by such
         Obligor on any Ineligible Receivables reassigned to the Transferor, and
         the portion allocable to any Principal Receivables retained in the
         Trust shall be treated as Collections and deposited in accordance with
         the provisions of Article IV.

                  (f) Conveyance of Accounts. The Transferor may transfer
Accounts (i) directly to any Affiliate that executes an agreement assuming with
respect to such Accounts the obligations and duties of the Transferor or
indirectly to any Affiliate in



                                       39
<PAGE>

one or more substantially simultaneous transactions among the Transferor, such
Affiliate and any other Affiliates of the Transferor or (ii) to any other
Person, provided that such other Person executes such an agreement and the
Rating Agency Condition is satisfied; provided, however, that the Transferor
shall not be prohibited hereby from conveying, assigning, exchanging or
otherwise transferring the Accounts in connection with a transaction complying
with the provisions of Section 7.2.

                  Section II.6  Addition of Accounts.

                  (a)  (i) If, (A) as of the end of any Monthly Period, the
         Transferor Interest is less than the Minimum Transferor Interest for
         that period the Transferor shall designate additional eligible
         MasterCard or VISA accounts from the Bank Portfolio ("Additional
         Accounts") to be included as Accounts in a sufficient amount such that
         the Transferor Interest after giving effect to such addition will be at
         least equal to the Minimum Transferor Interest, or (B) as of the end of
         any Monthly Period, the sum of the aggregate amount of Principal
         Receivables is less than the Minimum Aggregate Principal Receivables
         (as adjusted for any Series having a Companion Series as described in
         the Supplement for such Series), the Transferor shall designate
         Additional Accounts to be included as Accounts in a sufficient amount
         such that the aggregate amount of Principal Receivables will be equal
         to or greater than the Minimum Aggregate Principal Receivables.
         Receivables from such Additional Accounts shall be transferred to the
         Trust on or before the tenth Business Day following the end of such
         Monthly Period.

                       (ii) In lieu of, or in addition to, designating
         Additional Accounts pursuant to clause (i) above, the Transferor may,
         subject to the conditions specified in paragraph (c) below, convey to
         the Trust participations representing undivided interests in a pool of
         assets primarily consisting of receivables arising under revolving
         credit card accounts or other revolving credit accounts owned by the
         Transferor or any Affiliate of any Transferor and collections thereon
         ("Participations"). The addition of Participations in the Trust
         pursuant to this paragraph (a) or paragraph (b) below shall be effected
         by an amendment hereto, dated the applicable Addition Date, pursuant to
         Section 13.1(a).

                  (b) In addition to its obligation under subsection 2.6(a), the
Transferor may, but shall not be obligated to, designate from time to time
Additional Accounts of the Transferor to be included as Accounts or
Participations to be included as Trust Assets, in either case as of the
applicable Addition Date.

                  (c) The Transferor agrees that any such transfer of
Receivables from Additional Accounts, under subsection 2.6(a) or



                                       40
<PAGE>

(b) shall satisfy the following conditions (to the extent provided below):

                           (i) On or before the fifth Business Day prior to the
         Addition Date with respect to additions pursuant to subsection 2.6(a)
         and on or before the tenth Business Day prior to the Addition Date with
         respect to additions pursuant to subsection 2.6(b) (the "Notice Date"),
         the Transferor shall give the Trustee, each Rating Agency and the
         Servicer written notice that such Additional Accounts or Participations
         will be included, which notice shall specify the approximate aggregate
         amount of the Receivables to be transferred.

                           (ii) On or before the Addition Date, the Transferor
         shall have delivered to the Trustee a written assignment (including an
         acceptance by the Trustee on behalf of the Trust for the benefit of the
         Investor Certificateholders) in substantially the form of Exhibit B
         (the "Assignment") and the Transferor shall have indicated in its
         computer files that the Receivables created in connection with the
         Additional Accounts have been transferred to the Trust and, within five
         Business Days thereafter, or as otherwise agreed upon between the
         Transferor and the Trustee, the Transferor shall have delivered to the
         Trustee a computer file or microfiche list containing a true and
         complete list of all Additional Accounts, adequately identified by
         billing cycle and/or account number and the aggregate amount of the
         Receivables in such Additional Accounts, as of the Addition Date, which
         computer file or microfiche list shall be as of the date of such
         Assignment incorporated into and made a part of such Assignment and
         this Agreement.

                           (iii) The Transferor shall represent and warrant that
         (w) the designation of Receivables in Additional Accounts by the
         Transferor and the acceptance thereof by the Trustee will not (i)
         adversely affect the tax characterization as debt of any Class of
         Investor Certificates of any outstanding Series or Class in respect of
         which an opinion was delivered at the time of issuance that such Class
         would be treated as debt for U.S. federal income tax purposes, (ii)
         cause the Trust following such designation and acceptance to be deemed
         to be an association (or a "publicly traded partnership" within the
         meaning of Section 7704(b) of the Code) taxable as a corporation and
         (iii) cause or constitute a taxable event in which gain or loss would
         be recognized by any Investor Certificateholder or the Trust, (x) each
         Additional Account is, as of the Addition Date, an Eligible Account,
         and each Receivable in such Additional Account is, as of the Addition
         Date, an Eligible Receivable, (y) no selection procedures believed by
         the Transferor to be materially adverse to the interests of the
         Investor



                                       41
<PAGE>

         Certificateholders were utilized in selecting the Additional Accounts
         from the available Eligible Accounts from the Bank Portfolio, and (z)
         as of the Addition Date, the Transferor is not insolvent.

                           (iv) The Transferor shall represent and warrant that,
         as of the Addition Date, the Assignment constitutes either (x) a valid
         transfer and assignment to the Trust of all right, title and interest
         of the Transferor in and to the Receivables then existing and
         thereafter created in the Additional Accounts, and all proceeds (as
         defined in the UCC) of such Receivables and Insurance Proceeds relating
         thereto and such Receivables and all proceeds thereof and Insurance
         Proceeds relating thereto will be held by the Trust free and clear of
         any Lien of any Person claiming through or under the Transferor or any
         of its Affiliates, except for (i) Liens permitted under subsection
         2.5(b), (ii) the interest of the Transferor as Holder of the Transferor
         Certificate and (iii) the Transferor's right to receive interest
         accruing on, and investment earnings in respect of, the Finance Charge
         Account and the Principal Account, or any Series Account as provided in
         this Agreement and any related Supplement or (y) a grant of a security
         interest (as defined in the UCC), in such property to the Trust, which
         is enforceable with respect to then existing Receivables of the
         Additional Accounts, the proceeds (as defined in the UCC), thereof and
         Insurance Proceeds relating thereto upon the conveyance of such
         Receivables to the Trust, and which will be enforceable with respect to
         the Receivables thereafter created in respect of Additional Accounts
         conveyed on such Addition Date, the proceeds (as defined in the UCC),
         thereof and Insurance Proceeds relating thereto upon such creation; and
         (z) if the Assignment constitutes the grant of a security interest to
         the Trust in such property, upon the filing of a financing statement as
         described in Section 2.1 with respect to such Additional Accounts and
         in the case of the Receivables thereafter created in such Additional
         Accounts and the proceeds (as defined in the UCC), thereof, and
         Insurance Proceeds relating thereto, upon such creation, the Trust
         shall have a first priority perfected security interest in such
         property (subject to Section 9-306 of the UCC), except for Liens
         permitted under subsection 2.5(b).

                           (v) The Transferor shall deliver an Officer's
         Certificate substantially in the form of Schedule 2 to Exhibit B to the
         Trustee confirming the items set forth in paragraph (iii) above.

                           (vi) The Transferor shall deliver an Opinion of
         Counsel with respect to the Receivables in the Additional Accounts to
         the Trustee substantially in the form of Exhibit E.



                                       42
<PAGE>

                           (vii) If with respect to any three-month period or
         with respect to any twelve-month period, the aggregate amount of
         Principal Receivables in the accounts designated to have their
         Receivables added to the Trust shall exceed the applicable Aggregate
         Addition Limit, the Rating Agency Condition shall have been satisfied
         with respect to the inclusion of any Receivables in any account to be
         added as an Additional Account pursuant to subsection 2.6(b) in excess
         of the applicable Aggregate Addition Limit, except to the extent any
         such Receivables arise in accounts that are Approved Accounts.

                           (viii) With respect to a Participation included as
         Trust Assets pursuant to subsection 2.6(b), the Transferor shall
         deliver a Tax Opinion.

                  Section II.7  Removal of Accounts.

                  (a) Subject to the conditions set forth below, the Transferor
may, but shall not be obligated to, designate Receivables from Accounts for
deletion and removal ("Removed Accounts") from the Trust; provided, however,
that the Transferor shall not make more than one such designation in any Monthly
Period. On or before the fifth Business Day (the "Removal Notice Date") prior to
the date on which the designated Removed Accounts will be reassigned by the
Trustee to the Transferor (the "Removal Date"), the Transferor shall give the
Trustee and the Servicer written notice that the Receivables from such Removed
Accounts are to be reassigned to the Transferor.

                  (b) The Transferor shall be permitted to designate and require
reassignment to it of the Receivables from Removed Accounts only upon
satisfaction of the following conditions:

                           (i) The removal of any Receivables of any Removed
         Accounts on any Removal Date shall not, in the reasonable belief of the
         Transferor, (a) cause a Pay Out Event to occur; provided, however, that
         for the purposes of this subsection 2.7(b)(i), the Receivables of each
         Removed Account shall be considered to have been removed as of the
         Removal Date, (b) cause the Transferor Interest to be less than the
         Minimum Transferor Interest on such Removal Date, (c) cause the sum of
         the aggregate amount of Principal Receivables and the Excess Funding
         Amount to be less than the Minimum Aggregate Principal Receivables, or
         (d) result in the failure to make any payment specified in the related
         Supplement with respect to any Series.

                           (ii) On or prior to the Removal Date, the Transferor
         shall have delivered to the Trustee for execution a written assignment
         in substantially the form of Exhibit G



                                       43
<PAGE>

         (the "Reassignment") and, within five Business Days thereafter, or as
         otherwise agreed upon between the Transferor and the Trustee, the
         Transferor shall have delivered to the Trustee a computer file or
         microfiche list containing a true and complete list of all Removed
         Accounts identified by account number and the aggregate amount of the
         Receivables in such Removed Accounts as of the Removal Date, which
         computer file or microfiche list shall as of the Removal Date modify
         and amend and be made a part of this Agreement.

                           (iii) The Transferor shall represent and warrant that
         (x) the designation and reassignment of such Receivables from Removed
         Accounts will not (i) adversely affect the tax characterization as debt
         of any Class of Investor Certificates of any outstanding Series or
         Class in respect of which an opinion was delivered at the time of
         issuance that such Class would be treated as debt for U.S. federal
         income tax purposes, (ii) cause the Trust following such designation
         and acceptance to be deemed to be an association (or a "publicly traded
         partnership" within the meaning of Section 7704(b) of the Code) taxable
         as a corporation and (iii) cause or constitute a taxable event in which
         gain or loss would be recognized by any Investor Certificateholder or
         the Trust and (y) no selection procedures believed by the Transferor to
         be materially adverse to the interests of the Certificateholders were
         utilized in selecting the Removed Accounts to be removed from the
         Trust.

                           (iv) As of the Removal Notice Date, either (a) the
         Receivables are not more than 15% delinquent by estimated principal
         amount and the weighted averaged delinquency of such Receivables is not
         more than 60 days, or (b) the Receivables are not more than 7%
         delinquent by estimated principal amount and the weighted average
         delinquency of such Receivables does not exceed 90 days.

                           (v) On or before the tenth Business Day prior to the
         Removal Date, each Rating Agency shall have received notice of such
         proposed removal of the Receivables of such Accounts and the Transferor
         shall have received written confirmation from each Rating Agency that
         such removal will satisfy the Rating Agency Condition; and

                           (vi) The Transferor shall have delivered to the
         Trustee an Officer's Certificate confirming the items set forth in
         clauses (i) through (v) above. The Trustee may conclusively rely on
         such Officer's Certificate, shall have no duty to make inquiries with
         regard to the matters set forth therein and shall incur no liability in
         so relying.

                  Upon satisfaction of the above conditions, the Trustee shall
execute and deliver the Reassignment to the Transferor, and



                                       44
<PAGE>

the Receivables from the Removed Accounts shall no longer constitute a part of
the Trust.

                  Notwithstanding the foregoing, the Transferor shall be
permitted to designate and require reassignment to it of the Receivables from
Removed Accounts that have outstanding balances of zero without being required
to satisfy the conditions set forth in subsections 2.7(b)(i), (iii), (iv), (v)
and (vi).

                  Section II.8 Discount Option. The Transferor shall have the
option to designate at any time a fixed or floating percentage (the "Discount
Percentage"), of the amount of Receivables arising in the Accounts on or after
the date such designation becomes effective that would otherwise constitute
Principal Receivables (prior to subtracting from Principal Receivables, Finance
Charge Receivables that are Discount Option Receivables) to be treated as
Finance Charge Receivables. The Transferor may from time to time increase
(subject to the limitations described below), reduce or eliminate the Discount
Percentage for Discount Option Receivables arising in the Accounts on and after
the date of such change. The Transferor must provide 30 days' prior written
notice to the Servicer, the Trustee, each Credit Enhancement Provider and each
Rating Agency of any such exercise of the discount option or increase, reduction
or elimination of the Discount Percentage, and such exercise of the discount
option or increase, reduction or elimination of the Discount Percentage shall
become effective on the date specified therein only if (i) the Transferor has
delivered to the Trustee an Officer's Certificate to the effect that, based on
the facts known to such officer at the time, the Transferor reasonably believes
that such increase, reduction or elimination shall not at the time of its
occurrence cause a Pay Out Event, or an event which with notice or the lapse of
time would constitute a Pay Out Event, to occur with respect to any Series and
(ii) the Transferor, the Servicer and the Trustee shall have received written
confirmation from each Rating Agency that the Rating Agency Condition is
satisfied.

                   On each Date of Processing after the date on which the
Transferor's exercise of its discount option takes effect, the Transferor shall
treat Discount Option Receivables Collections as Collections of Finance Charge
Receivables.


                               [End of Article II]




                                       45
<PAGE>


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                 OF RECEIVABLES

                  Section III.1 Acceptance of Appointment and Other Matters
Relating to the Servicer.

                  (a) Chase Bank agrees to act as the Servicer under this
Agreement. The Investor Certificateholders of each Series by their acceptance of
the related Certificates consent to Chase Bank acting as Servicer.

                  (b) The Servicer shall service and administer the Receivables
and shall collect payments due under the Receivables in accordance with its
customary and usual servicing procedures for servicing credit card receivables
comparable to the Receivables and in accordance with the Credit Card Guidelines
and shall have full power and authority, acting alone or through any party
properly designated by it hereunder, to do any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing and subject to Section 10.1,
the Servicer is hereby authorized and empowered (i) to make withdrawals from the
Collection Account as set forth in this Agreement, (ii) unless such power and
authority is revoked by the Trustee on account of the occurrence of a Servicer
Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals
and payments, from the Finance Charge Account, the Principal Account, the Excess
Funding Account and any Series Account, in accordance with such instructions as
set forth in this Agreement, (iii) unless such power and authority is revoked by
the Trustee on account of the occurrence of a Servicer Default pursuant to
Section 10.1, to instruct the Trustee in writing, as set forth in this
Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit
of the Certificateholders, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Receivables and, after the
delinquency of any Receivable and to the extent permitted under and in
compliance with applicable law and regulations, to commence enforcement
proceedings with respect to such Receivables and (v) to make any filings,
reports, notices, applications, registrations with, and to seek any consents or
authorizations from the Securities and Exchange Commission and any state
securities authority on behalf of the Trust as may be necessary or advisable to
comply with any federal or state securities or reporting requirements. The
Trustee agrees that it shall promptly follow the instructions of the Servicer to
withdraw funds from the Principal Account, the Finance Charge Account, the
Excess Funding Account, or any Series Account and to take any action required
under any Credit Enhancement at such time as required under this Agreement. The
Trustee shall execute



                                       46
<PAGE>

at the Servicer's written request such documents prepared by the Transferor and
acceptable to the Trustee as may be necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties hereunder.

                  (c) In the event that the Transferor is unable for any reason
to transfer Receivables to the Trust in accordance with the provisions of this
Agreement (including, without limitation, by reason of the application of the
provisions of Section 9.2 or the order of any federal governmental agency having
regulatory authority over the Transferor or any court of competent jurisdiction
that the Transferor not transfer any additional Principal Receivables to the
Trust) then, in any such event, (A) the Servicer agrees to allocate, after such
date, all collections with respect to Principal Receivables, and all amounts
which would have constituted Collections with respect to Principal Receivables
but for the Transferor's inability to transfer such Receivables (up to an
aggregate amount equal to the aggregate amount of Principal Receivables in the
Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer
agrees to apply such amounts as Collections in accordance with Article IV, and
(C) for only so long as all Collections and all amounts which would have
constituted Collections are allocated and applied in accordance with clauses (A)
and (B) above, Principal Receivables and all amounts which would have
constituted Principal Receivables but for the Transferor's inability to transfer
Receivables to the Trust that are written off as uncollectible in accordance
with this Agreement shall continue to be allocated in accordance with Article IV
and all amounts which would have constituted Principal Receivables but for the
Transferor's inability to transfer Receivables to the Trust shall be deemed to
be Principal Receivables for the purpose of calculating the applicable Investor
Percentage thereunder. If the Servicer is unable pursuant to any Requirement of
Law to allocate payments on the Accounts as described above, the Servicer agrees
that it shall in any such event allocate, after the occurrence of such event,
payments on each Account with respect to the principal balance of such Account
first to the oldest principal balance of such Account and to have such payments
applied as Collections in accordance with Article IV. The parties hereto agree
that Finance Charge Receivables, whenever created, accrued in respect of
Principal Receivables which have been conveyed to the Trust, or which would have
been conveyed to the Trust but for the above described inability to transfer
such Receivables, shall continue to be a part of the Trust notwithstanding any
cessation of the transfer of additional Principal Receivables to the Trust and
that Collections with respect thereto shall continue to be allocated and paid in
accordance with Article IV.

                  (d) In the event that pursuant to subsection 2.4(d), the
Transferor accepts reassignment of an Ineligible Receivable as a result of a
breach of the representations and warranties in



                                       47
<PAGE>

subsection 2.4(b) relating to such Receivable, then, in any such event, the
Servicer agrees to account for payments received with respect to such Ineligible
Receivable separately from its accounting for Collections on Principal
Receivables retained by the Trust. If payments received from or on behalf of an
Obligor are not specifically applicable either to an Ineligible Receivable of
such Obligor reassigned to the Transferor or to Receivables of such Obligor
retained in the Trust, then the Servicer agrees to allocate payments
proportionately based on the total amount of Principal Receivables of such
Obligor retained in the Trust and the total amount owing by such Obligor on any
Ineligible Receivables purchased by the Transferor, and the portion allocable to
any Principal Receivables retained in the Trust shall be treated as Collections
and deposited in accordance with the provisions of Article IV.

                  (e) The Servicer shall not be obligated to use separate
servicing procedures, offices, employees or accounts for servicing the
Receivables from the procedures, offices, employees and accounts used by the
Servicer in connection with servicing other credit card receivables.

                  (f) The Servicer shall maintain fidelity bond coverage
insuring against losses through wrongdoing of its officers and employees who are
involved in the servicing of credit card receivables covering such actions and
in such amounts as the Servicer believes to be reasonable from time to time.

                  Section III.2 Servicing Compensation. As compensation for its
servicing activities hereunder and reimbursement for its expenses as set forth
in the immediately following paragraph, the Servicer shall be entitled to
receive a servicing fee prior to the termination of the Trust pursuant to
Section 12.1. The Servicing Fee shall be payable, with respect to each Series,
at the times and in the amounts set forth in the related Supplement. The
Servicing Fee shall be allocated between the Investor Certificates (the
"Investor Servicing Fee") and the Holder of the Transferor Certificate (the
"Transferor Servicing Fee").

                  The Servicer's expenses include the amounts due to the Trustee
pursuant to Section 11.5 and the reasonable fees and disbursements of
independent public accountants and all other expenses incurred by the Servicer
in connection with its activities hereunder; provided, however that the Servicer
shall not be liable for any liabilities, costs or expenses of the Trust, the
Investor Certificateholders or the Certificate Owners arising under any tax law,
including without limitation any federal, state or local income or franchise
taxes or any other tax imposed on or measured by income (or any interest or
penalties with respect thereto or arising from a failure to comply therewith).
The Servicer shall be required to pay such expenses for its own



                                       48
<PAGE>

account and shall not be entitled to any payment therefor other than the
servicing fee specified herein.

                  Section III.3 Representations and Warranties of the Servicer.
Chase Bank, as initial Servicer, hereby makes, and any successor Servicer by its
appointment hereunder shall make the following representations and warranties on
which the Trustee has relied in accepting the Receivables in Trust and in
authenticating the Certificates issued on the Initial Closing Date:

                  (a) Organization and Good Standing. The Servicer is a banking
         corporation duly organized, validly existing and in good standing under
         the laws of the state of its organization and has full corporate power,
         authority and legal right to own its properties and conduct its credit
         card business as such properties are presently owned and as such
         business is presently conducted, and to execute, deliver and perform
         its obligations under this Agreement.

                  (b) Due Qualification. The Servicer is duly qualified to do
         business and is in good standing (or is exempt from such requirement)
         and has obtained all necessary licenses and approvals, except to the
         extent that the failure so to qualify or register would not have a
         material adverse effect on the Servicer's ability to perform its
         obligations hereunder.

                  (c) Due Authorization. The execution, delivery, and
         performance of this Agreement have been duly authorized by the Servicer
         by all necessary corporate action on the part of the Servicer.

                  (d) Binding Obligation. This Agreement constitutes a legal,
         valid and binding obligation of the Servicer, enforceable in accordance
         with its terms, except as enforceability may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereinafter in effect, affecting the enforcement of
         creditors' rights in general or the rights of creditors of banking
         corporations organized under the laws of the State of New York.

                  (e) No Violation. The execution and delivery of this Agreement
         by the Servicer, and the performance of the transactions contemplated
         by this Agreement and the fulfillment of the terms hereof applicable to
         the Servicer, will not conflict with, violate, result in any breach of
         any of the material terms and provisions of, or constitute (with or
         without notice or lapse of time or both) a default under, any
         Requirement of Law applicable to the Servicer or any indenture,
         contract, agreement, mortgage, deed of trust or other instrument to
         which the Servicer is a party or by



                                       49
<PAGE>

         which it is bound except to the extent that the same could not
         reasonably be expected to have a material adverse effect on the
         Certificateholders or any Credit Enhancement Provider.

                  (f) No Proceedings. There are no proceedings or investigations
         pending or, to the best knowledge of the Servicer, threatened against
         the Servicer before any court, regulatory body, administrative agency
         or other tribunal or governmental instrumentality seeking to prevent
         the issuance of the Certificates or the consummation of any of the
         transactions contemplated by this Agreement, seeking any determination
         or ruling that, in the reasonable judgment of the Servicer, would
         materially and adversely affect the performance by the Servicer of its
         obligations under this Agreement, or seeking any determination or
         ruling that would materially and adversely affect the validity or
         enforceability of this Agreement.

                  (g) Compliance with Requirements of Law. The Servicer shall
         duly satisfy all obligations on its part to be fulfilled under or in
         connection with each Receivable and the related Account, will maintain
         in effect all qualifications required under Requirements of Law in
         order to service properly each Receivable and the related Account and
         will comply in all material respects with all other Requirements of Law
         in connection with servicing each Receivable and the related Account
         the failure to comply with which would have a material adverse effect
         on the Certificateholders or any Credit Enhancement Provider.

                  Section III.4 Reports and Records for the Trustee.

                  (a) Daily Reports. On each Business Day during any period
during which the Servicer is required to make daily deposits to the Collection
Account pursuant to Section 4.3(a), the Servicer shall prepare and make
available at the office of the Servicer for inspection by the Trustee a record
setting forth (i) the aggregate amount of Collections processed by the Servicer
on the preceding Business Day and (ii) the aggregate amount of Receivables as of
the close of business on the preceding Business Day.

                  (b) Monthly Servicer's Certificate. Unless otherwise stated in
the related Supplement with respect to any Series, on each Determination Date
the Servicer shall forward, as provided in Section 13.5, to the Trustee, the
Paying Agent, any Credit Enhancement Provider and each Rating Agency, a
certificate of a Servicing Officer in the form of Exhibit C (which includes the
Schedule thereto specified as such in each Supplement) setting forth (i) the
aggregate amount of Collections processed during the preceding Monthly Period,
(ii) the aggregate amount of the



                                       50
<PAGE>

applicable Investor Percentage of Collections of Principal Receivables processed
by the Servicer pursuant to Article IV during the preceding Monthly Period with
respect to each Series then outstanding, (iii) the aggregate amount of the
applicable Investor Percentage of Collections of Finance Charge Receivables
processed by the Servicer pursuant to Article IV during the preceding Monthly
Period with respect to each Series then outstanding, (iv) the aggregate amount
of Receivables processed as of the end of the last day of the preceding Monthly
Period, (v) the balance on deposit in the Finance Charge Account, the Principal
Account or any Series Account applicable to any Series then outstanding on such
Determination Date with respect to Collections processed by the Servicer during
the preceding Monthly Period, (vi) the aggregate amount, if any, of withdrawals,
drawings or payments under any Credit Enhancement, if any, for each Series then
outstanding required to be made with respect to the previous Monthly Period in
the manner provided in the related Supplement, (vii) the sum of all amounts
payable to the Investor Certificateholders of each Series (or for a Series of
more than one Class, each such Class) on the succeeding Distribution Date in
respect of Certificate Principal and Certificate Interest with respect to such
preceding monthly Period and (viii) such other matters as are set forth in
Exhibit C.

                  Section III.5 Annual Servicer's Certificate. On or before
March 31 of each calendar year, beginning with March 31, 1997, the Servicer will
deliver, as provided in Section 13.5, to the Trustee, any Credit Enhancement
Provider and the Rating Agency, an Officer's Certificate substantially in the
form of Exhibit D stating that (a) a review of the activities of the Servicer
during the twelve-month period ending on December 31 of the preceding calendar
year, or for the initial period, from the Closing Date until December 31, 1996,
and of its performance under this Agreement was made under the supervision of
the officer signing such certificate and (b) to the best of such Officer's
knowledge, based on such review, the Servicer has fully performed all its
obligations under this Agreement throughout such period, or, if there has been a
default in the performance of any such obligation, specifying each such default
known to such officer and the nature and status thereof. A copy of such
certificate may be obtained by any Investor Certificateholder by a request in
writing to the Trustee addressed to the Corporate Trust office.

                  Section III.6 Annual Independent Accountants' Servicing
Report.

                  (a) On or before March 31 of each calendar year, beginning
with March 31, 1997, the Servicer shall cause a firm of nationally recognized
independent certified public accountants (who may also render other services to
the Servicer or the Transferor) to furnish, as provided in Section 13.5, a
report



                                       51
<PAGE>

addressed to the Trustee, any Credit Enhancement Provider and the Transferor, to
the effect that such firm has examined management's assertion that, as of the
date of such report, the system of internal control over servicing of
securitized credit card receivables met the criteria for effective internal
control described in the report entitled "Internal Control - Integrated
Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and that in their opinion, management's assertion is fairly
stated, in all material respects. A copy of such report shall be distributed by
the Trustee to the Rating Agency and will be available for distribution to
Certificateholders upon written request therefor addressed to the Trustee at the
Corporate Trust Office.

                  (b) On or before March 31 of each calendar year, beginning
with March 31, 1997, the Servicer shall cause a firm of nationally recognized
independent certified public accountants (who may also render other services to
the Servicer or the Transferor) to furnish, as provided in Section 13.5, a
report, prepared using generally accepted attestation standards, addressed to
the Trustee, any Credit Enhancement Provider and the Transferor, to the effect
that they have randomly selected at least one (1) of the monthly certificates
forwarded by the Servicer pursuant to subsection 3.4(b) during each of the three
month periods ended March 31, June 30, September 30 and December 31 during the
period covered by such report (which shall be the twelve month period ending on
December 31 of the preceding calendar year) and compared such amounts with the
Servicer's computer reports which were the source of such amounts and found them
to be in agreement or shall disclose any exceptions noted. Additionally, such
firm shall recalculate the mathematical accuracy of amounts derived in the
monthly certificates. A copy of such report shall be distributed by the Trustee
to the Rating Agency and will be available for distribution to
Certificateholders upon written request therefor addressed to the Trustee at the
Corporate Trust Office.

                  Section III.7 Tax Treatment. Except as otherwise provided in
any related Supplement, the Transferor has structured this Agreement and the
Investor Certificates with the intention that the Investor Certificates will
qualify under applicable federal, state, local and foreign tax law as
indebtedness. Unless otherwise specified in the related Supplement, the
Transferor, the Servicer, the Holder of the Transferor Certificate, each
Investor Certificateholder, and each Certificate Owner, agree to treat and to
take no action inconsistent with the treatment of the Investor Certificates (or
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Investor Certificateholder and the Holder of the
Transferor Certificate, by acquisition of its interest in the Transferor
Interest; each Certificate Owner, by acquisition of a beneficial interest in



                                       52
<PAGE>

a Certificate; and any owner of any Collateral Interest or interest therein, by
acquisition of such interest therein, agrees to be bound by the provisions of
this Section 3.7. Each Certificateholder agrees that it will cause any
Certificate Owner acquiring an interest in a Certificate through it to comply
with this Agreement as to treatment as indebtedness under applicable tax law, as
described in this Section 3.7.

                  Section III.8 Notices to the Transferor. In the event that the
Transferor is no longer acting as Servicer, any Successor Servicer appointed
pursuant to Section 10.2 shall deliver or make available to the Transferor each
certificate and report required to be prepared, forwarded or delivered
thereafter pursuant to Sections 3.4, 3.5 and 3.6.

                              [End of Article III]






                                       53
<PAGE>


                                   ARTICLE IV

                   RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
                         AND APPLICATION OF COLLECTIONS

                  Section IV.1 Rights of Certificateholders. Each Series of
Investor Certificates shall represent Undivided Interests in the Trust,
including the benefits of any Credit Enhancement issued with respect to such
Series and the right to receive the Collections and other amounts at the times
and in the amounts specified in this Article IV to be deposited in the Investor
Accounts and any other Series Account (if so specified in the related
Supplement) or to be paid to the Investor Certificateholders of such Series;
provided, however, that the aggregate interest represented by such Certificates
at any time in the Principal Receivables shall not exceed an amount equal to the
Investor Interest at such time. The Transferor Certificate or, as the case may
be, the uncertificated interest in the Transferor Interest shall represent the
remaining undivided interest in the Trust not allocated to the Investor
Certificates and the other interests issued by the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in this Article IV to be paid to the Holder of the Transferor
Certificate; provided, however, that if the Transferor elects to have its
interest in the Transferor Interest be uncertificated as provided in Section 6.1
hereof, then such uncertificated interest shall represent the Transferor
Interest; provided further, that the aggregate interest represented by such
Transferor Certificate in the Principal Receivables or, as the case may be, the
aggregate uncertificated interest of the Transferor in the Principal
Receivables, shall not exceed the Transferor Interest at any time and such
Transferor Certificate or, as the case may be, such uncertificated interest
shall not represent any interest in the Investor Accounts, except as provided in
this Agreement, or the benefits of any Credit Enhancement issued with respect to
any Series.

                  Section IV.2  Establishment of Accounts.

                  (a) The Collection Account. The Servicer, for the benefit of
the Certificateholders, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account bearing a designation
clearly indicating that the funds deposited therein are held in trust for the
benefit of the Certificateholders (the "Collection Account"). Pursuant to
authority granted to it pursuant to subsection 3.1(b), the Servicer shall have
the revocable power to withdraw funds from the Collection Account for the
purposes of carrying out its duties hereunder.

                  (b) The Finance Charge and Principal Accounts. The Trustee,
for the benefit of the Investor Certificateholders,



                                       54
<PAGE>

shall establish and maintain in the State of New York with the Paying Agent in
the name of the Trust two Eligible Deposit Accounts (the "Finance Charge
Account" and the "Principal Account", respectively), bearing a designation
clearly indicating that the funds therein are held for the benefit of the
Investor Certificateholders; provided, however, that each of such accounts may
be established as sub-accounts of the Collection Account. The Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Finance Charge Account and the Principal Account and in all proceeds
thereof. The Finance Charge Account and the Principal Account shall be under the
sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders. Pursuant to authority granted to it hereunder, the Servicer
shall have the revocable power to instruct the Trustee to withdraw funds from
the Finance Charge Account and Principal Account for the purpose of carrying out
the Servicer's duties hereunder. The Trustee at all times shall maintain
accurate records reflecting each transaction in the Principal Account and the
Finance Charge Account and that funds held therein shall at all times be held in
trust for the benefit of the Investor Certificateholders.

                  (c) The Distribution Account. The Trustee, for the benefit of
the Investor Certificateholders, shall cause to be established and maintained in
the name of the Trust, an Eligible Deposit Account bearing a designation clearly
indicating that the funds deposited therein are held in trust for the benefit of
the Investor Certificateholders (the "Distribution Account"). The Trustee shall
possess all right, title and interest in all funds on deposit from time to time
in the Distribution Account and in all proceeds thereof. The Distribution
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Investor Certificateholders.

                  (d) The Excess Funding Account. The Trustee, for the benefit
of the Investor Certificateholders, shall establish and maintain an Eligible
Deposit Account bearing a designation clearly indicating that the funds therein
are held for the benefit of the Investor Certificateholders (the "Excess Funding
Account"). The Trustee shall possess all right, title and interest in all funds
on deposit from time to time in the Excess Funding Account and in all proceeds
thereof. The Excess Funding Account shall be under the sole dominion and control
of the Trustee for the benefit of the Investor Certificateholders. If, at any
time, the Excess Funding Account ceases to be an Eligible Deposit Account, the
Trustee shall notify the Rating Agency and within 10 Business Days establish a
new Eligible Deposit Account which shall be designated as the new Excess Funding
Account and shall transfer any cash or any investments to such new Excess
Funding Account. From the date such new Excess Funding Account is established,
it shall be the "Excess Funding Account." Pursuant to authority granted to it
hereunder, the Servicer shall



                                       55
<PAGE>

have the revocable power to instruct the Trustee to withdraw funds from the
Excess Funding Account for the purpose of carrying out the Servicer's duties
hereunder. The Trustee at all times shall maintain accurate records reflecting
each transaction in the Excess Funding Account and that funds held therein shall
at all times be held in trust for the benefit of the Investor
Certificateholders.

                  (e) Series Accounts. If so provided in the related Supplement,
the Trustee, for the benefit of the Investor Certificateholders, shall cause to
be established and maintained in the name of the Trust, one or more Series
Accounts. Each such Series Account shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Investor
Certificateholders of such Series. Each such Series Account will be an Eligible
Deposit Account, if so provided in the related Supplement and will have the
other features and be applied as set forth in the related Supplement.

                  (f) Administration of the Finance Charge, Principal Accounts
and Excess Funding Account. Funds on deposit in the Principal Account, the
Finance Charge Account and the Excess Funding Account shall at all times be
invested in Permitted Investments. Any such investment shall mature and such
funds shall be available for withdrawal on or prior to the Transfer Date related
to the Monthly Period in which such funds were processed for collection, or if
so specified in the related Supplement, immediately preceding a Distribution
Date. The Trustee shall maintain for the benefit of the Investor
Certificateholders possession of the negotiable instruments or securities
evidencing the Permitted Investments described in clause (a) of the definition
thereof from the time of purchase thereof until the time of sale or maturity;
provided, however that no such investment shall be disposed of prior to its
maturity date. At the end of each month, all interest and earnings (net of
losses and investment expenses) on funds on deposit in the Principal Account and
the Finance Charge Account shall be deposited by the Trustee in an Eligible
Deposit Account in the name of the Transferor, or a Person designated in writing
by the Servicer, which shall not constitute a part of the Trust, or shall
otherwise be turned over by the Trustee to the Transferor not less frequently
than monthly, and all interest and earnings (net of losses and investment
expenses) on funds on deposit in the Excess Funding Account shall be deposited
by the Trustee in the Finance Charge Account for application as Collections of
Finance Charge Receivables. Subject to the restrictions set forth above, the
Servicer, or a Person designated in writing by the Servicer, of which the
Trustee shall have received written notification thereof, shall instruct the
Trustee with respect to the investment of funds on deposit in the Principal
Account and the Finance Charge Account. For purposes of determining the
availability of funds or the balances in the Finance Charge



                                       56
<PAGE>

Account, the Principal Account and, except as provided in the second preceding
sentence, the Excess Funding Account, for any reason under this Agreement, all
investment earnings on such funds shall be deemed not to be available or on
deposit.

                  Section IV.3  Collections and Allocations.

                  (a) Collections. Except as provided below, the Servicer shall
deposit all Collections in the Collection Account as promptly as possible after
the Date of Processing of such Collections, but in no event later than the
second Business Day following such Date of Processing. In the event of the
insolvency of the Servicer, then, immediately upon the occurrence of such event
and thereafter, the Servicer shall deposit all Collections into the Collection
Account, and in no such event shall the Servicer deposit any Collections
thereafter into any account established, held or maintained with the Servicer.

                  The Servicer shall allocate such amounts to each Series of
Investor Certificates and to the Holder of the Transferor Certificate in
accordance with this Article IV and shall withdraw the required amounts from the
Collection Account or pay such amounts to the Holder of the Transferor
Certificate in accordance with this Article IV, in both cases as modified by any
Supplement. The Servicer shall make such deposits or payments on the date
indicated therein in immediately available funds or as otherwise provided in the
Supplement for any Series of Certificates with respect to such Series.

                  Notwithstanding anything in this Agreement to the contrary,
for so long as, and only so long as, the Transferor shall remain the Servicer
hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit
covering risk collection of the Servicer, and (ii) the Transferor shall not have
received a notice from any Rating Agency that such a letter of credit would
result in the lowering of such Rating Agency's then-existing rating of the
Investor Certificates, or (b) the Servicer shall have and maintain a certificate
of deposit or short-term deposit rating of "P-1" by Moody's and of "A-1" by
Standard & Poor's, the Servicer need not deposit Collections into the Collection
Account, the Principal Account, the Finance Charge Account, the Excess Funding
Account or any Series Account, as provided in any Supplement, or make payments
to the Holder of the Transferor Certificate as provided in Article IV, but may
make such deposits, payments and withdrawals on each Transfer Date in an amount
equal to the net amount of such deposits, payments and withdrawals which would
have been made but for the provisions of this paragraph.

                  Notwithstanding anything else in this Agreement to the
contrary, with respect to any Monthly Period, whether the Servicer is required
to make monthly or daily deposits from the



                                       57
<PAGE>

Collection Account into the Finance Charge Account, the Principal Account, the
Excess Funding Account or any Series Account, as provided in any Supplement, (i)
the Servicer will only be required to deposit Collections from the Collection
Account into the Finance Charge Account, the Principal Account, the Excess
Funding Account or any Series Account in an amount equal to the lesser of (x)
the amount required to be deposited into any such deposit account pursuant to
the terms of this Agreement or any Supplement and (y) the amount required to be
distributed on or prior to the related Distribution Date to Investor
Certificateholders or to any Credit Enhancement Provider pursuant to the terms
of any Supplement or agreement relating to such Credit Enhancement 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.

                  (b) Allocations for the Holder of the Transferor Certificate.
Throughout the existence of the Trust, unless otherwise stated in any
Supplement, the Servicer shall allocate to the Holder of the Transferor
Certificate an amount equal to the product of (A) the Transferor Percentage and
(B) the aggregate amount of such Collections allocated to Principal Receivables
and Finance Charge Receivables, respectively, in respect of each Monthly Period.
Notwithstanding anything in this Agreement to the contrary, unless otherwise
stated in any Supplement, the Servicer need not deposit this amount or any other
amounts so allocated to the Holder of the Transferor Certificate pursuant to any
Supplement into the Collection Account and shall pay, or be deemed to pay, such
amounts as collected to the Holder of the Transferor Certificate.

                  (c) Adjustments for Miscellaneous Credits and Fraudulent
Charges. The Servicer shall be obligated to reduce on a net basis in each
Monthly Period the aggregate amount of Principal Receivables used to calculate
the Transferor Interest as provided in this subsection 4.3(c) (a "Credit
Adjustment") with respect to any Principal Receivable (i) which was created in
respect of merchandise refused or returned by the Obligor thereunder or as to
which the Obligor thereunder has asserted a counterclaim or defense, (ii) which
is reduced by the Servicer by any rebate, refund, charge-back or adjustment
(including Servicer errors) or (iii) which was created as a result of a
fraudulent or counterfeit charge.

                  In the event that the inclusion of the amount of a Credit
Adjustment in the calculation of the Transferor Interest would cause the
Transferor Interest to be an amount less than the Minimum Transferor Interest,
the Transferor shall make a deposit, no later than the Business Day following
the Date of Processing of such Credit Adjustment, in the Excess Funding Account
in



                                       58
<PAGE>

immediately available funds in an amount equal to the amount by which such
Credit Adjustment would cause the Transferor Interest to be less than the
Minimum Transferor Interest on such Date of Processing.

                  (d) Transfer of Defaulted Accounts. Unless otherwise provided
in any Supplement, on the date on which an Account becomes a Defaulted Account,
the Trust shall automatically and without further action or consideration be
deemed to transfer, set over, and otherwise convey to the Transferor, without
recourse, representation or warranty, all the right, title and interest of the
Trust in and to Receivables in such Defaulted Account, all monies due or to
become due with respect to such Receivables, all proceeds of such Receivables
and Insurance Proceeds relating to such Receivables allocable to the Trust with
respect to such Receivables. Notwithstanding any such transfer of accounts,
amounts recovered with respect to such defaulted accounts may still be allocated
to the Trust to the extent provided for in the definition of Recoveries.

                  (e) Operation of Excess Funding Account. On each Determination
Date on which one or more Series is in its Amortization Period or Accumulation
Period, the Servicer shall determine the aggregate amount of Principal
Shortfalls, if any, with respect to each such Series that is a Principal Sharing
Series, and the Servicer shall instruct the Trustee to withdraw such amount (up
to the Excess Funding Amount) from the Excess Funding Account on the next
succeeding Transfer Date and deposit such amount in the Distribution Account for
allocation among each such Series as Shared Principal Collections as specified
in each related Supplement. On any Business Day on which the Transferor Interest
exceeds the Minimum Transferor Interest, the Servicer shall instruct the Trustee
to withdraw the amount of such excess (up to the Excess Funding Amount) from the
Excess Funding Account on such day and pay such amount to the Holder of the
Transferor Certificate.

                  Section IV.4 Allocations During Funding Period. To the extent
that the Servicer establishes an Eligible Deposit Account as a pre-funding
account (the "Pre-Funding Account") with respect to any Series, bearing a
designation indicating that the funds deposited therein are for the benefit of
such Series, during the period (the "Funding Period"), as set forth in the
related Supplement, that the Pre-Funding Account maintains a balance, the date
upon which an increase in the Invested Amount of such Series in accordance with
the terms of such related Supplement occurs shall be treated as an Addition Date
solely for the purpose of calculating the applicable Investor Percentages. Such
Addition Date shall be deemed to occur on the date of each such increase and the
applicable Investor Percentages shall be calculated accordingly.



                                       59
<PAGE>

                  Section IV.5  Certain Fees.

                       (a) On or prior to each Determination Date following a
Monthly Period all of the days of which follow the Fee Determination Date, the
Transferor shall notify the Servicer of the amounts of Late Fees and similar
fees and charges and Special Fees to be included as Collections of Finance
Charge Receivables arising from the Chase Accounts with respect to the preceding
Monthly Period. Until the date specified by the Servicer in an Officer's
Certificate delivered to the Trustee as a date after which the Servicer can
compute the actual amount of Collections of such fees and charges (the "Fee
Determination Date"), such amounts shall be deemed to be equal to the product of
(x) the amount of Late Fees and similar fees and charges and Special Fees, as
the case may be, billed with respect to such Monthly Period and (y) a fraction,
the numerator of which is the amount of Collections of Periodic Finance Charges
and Annual Membership Fees arising from the Chase Accounts with respect to such
Monthly Period, and the denominator of which is the amount of Periodic Finance
Charges and Annual Membership Fees arising from the Chase Accounts billed with
respect to such Monthly Period.

                       (b) On and after the Fee Determination Date, in the case
of the Chase Accounts, and at all times, in the case of the Chemical Accounts,
the amounts of Late Fees and similar fees and charges and Special Fees to be
included as Collections of Finance Charge Receivables shall be the actual
amounts of such fees and charges, as computed by the Servicer.

                       (c) On each Transfer Date prior to the first Monthly
Period all of the days of which follow the Fee Determination Date, the
Transferor shall pay to the Servicer and the Servicer shall deposit into the
Collection Account, for allocation as Collections of Finance Charge Receivables
in the manner provided in Article IV (in immediately available funds) the
amounts of Late Fees and similar fees and charges and Special Fees arising from
the Chase Accounts to be so included as Collections of Finance Charge
Receivables with respect to the preceding Monthly Period, as calculated pursuant
to this Section 4.5.

              [THE REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE
            SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]

                               [End of Article IV]





                                       60
<PAGE>


                                    ARTICLE V

                        [ARTICLE V IS RESERVED AND SHALL
                         BE SPECIFIED IN ANY SUPPLEMENT
                           WITH RESPECT TO ANY SERIES]


                               [End of Article V]







                                       61
<PAGE>


                                   ARTICLE VI

                                THE CERTIFICATES

                  Section VI.1 The Certificates. Subject to Sections 6.10 and
6.13, the Investor Certificates of each Series and any Class thereof may be
issued in bearer form (the "Bearer Certificates") with attached interest coupons
and a special coupon (collectively, the "Coupons") or in fully registered form
(the "Registered Certificates"), and shall be substantially in the form of the
exhibits with respect thereto attached to the related Supplement. The Transferor
may elect at any time, by written notice to the Trustee, to have its interest in
the Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a
Transferor Certificate. If the Transferor elects to have its interest in the
Transferor Interest be uncertificated, it shall deliver to the Trustee for
cancellation any Transferor Certificate previously issued. If the Transferor
elects to have its interest in the Transferor Interest be evidenced by a
Transferor Certificate, the Transferor Certificate shall be issued pursuant
hereto or to Section 6.9 or Section 6.10, substantially in the form of Exhibit A
and shall upon issue be executed and delivered by the Transferor to the Trustee
for authentication and redelivery as provided in Sections 2.1 and 6.2. The
Investor Certificates shall, upon issue pursuant hereto or to Section 6.9 or
Section 6.10, be executed and delivered by the Transferor to the Trustee for
authentication and redelivery as provided in Sections 2.1 and 6.2. Any Investor
Certificate shall be issuable in a minimum denomination of $1,000 Undivided
Interest and integral multiples thereof, unless otherwise specified in any
Supplement. The Transferor Certificate, if applicable, shall be issued as a
single certificate. Each Certificate shall be executed by manual or facsimile
signature on behalf of the Transferor by its President or any Vice President.
Certificates bearing the manual or facsimile signature of the individual who
was, at the time when such signature was affixed, authorized to sign on behalf
of the Transferor or the Trustee shall not be rendered invalid, notwithstanding
that such individual has ceased to be so authorized prior to the authentication
and delivery of such Certificates or does not hold such office at the date of
such Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein,
executed by or on behalf of the Trustee by the manual signature of a duly
authorized signatory, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication except Bearer Certificates which shall be dated the
applicable Issuance Date as provided in the related Supplement.



                                       62
<PAGE>

                  Section VI.2 Authentication of Certificates. Contemporaneously
with the initial assignment and transfer of the Receivables, whether now
existing or hereafter created (other than Receivables in Additional Accounts)
and the other components to the Trust, the Trustee shall authenticate and
deliver the initial Series of Investor Certificates, upon the written order of
the Transferor, to the underwriters for the sale of the Book-Entry Certificates
evidenced by such Investor Certificates, and against payment to the Transferor
of the Initial Investor Interest (net of any purchase or underwriting discount).
Upon the receipt of such payment and the issuance of the Investor Certificates,
such Investor Certificates shall be fully paid and non-assessable. The Trustee
shall authenticate and deliver the Transferor Certificate to the Transferor
simultaneously with its delivery to the Transferor of the initial Series of
Investor Certificates. In connection with the New Issuance as provided in
Section 6.9 and the satisfaction of certain other conditions specified therein,
the Trustee shall authenticate and deliver the Investor Certificates of
additional Series (with the designation provided in the related Supplement),
upon the order of the Transferor, to the Persons designated in such Supplement.
In connection with the New Issuance as provided in Section 6.9 and the
satisfaction of certain other conditions specified therein, the Trustee shall
authenticate and deliver the Investor Certificates of additional Series (with
the designation provided in the related Supplement), upon the order of the
Transferor, to the Persons designated in such Supplement. If specified in the
related Supplement for any Series, the Trustee shall authenticate and deliver
outside the United States the Global Certificate that is issued upon original
issuance thereof, upon the written order of the Transferor, to the Depository
against payment of the purchase price therefor. If specified in the related
Supplement for any Series, the Trustee shall authenticate Book-Entry
Certificates that are issued upon original issuance thereof, upon the written
order of the Transferor, to a Clearing Agency or is nominee as provided in
Section 6.10 against payment of the purchase price thereof.

                  Section VI.3 Registration of Transfer and Exchange of
Certificates.

                  (a) The Trustee shall cause to be kept at the office or agency
to be maintained by a transfer agent and registrar (the "Transfer Agent and
Registrar"), in accordance with the provisions of Section 11.16, a register (the
"Certificate Register") in which, subject to such reasonable regulations as it
may prescribe, the Transfer Agent and Registrar shall provide for the
registration of the Investor Certificates of each Series (unless otherwise
provided in the related Supplement) and of transfers and exchanges of the
Investor Certificates as herein provided. Chase Bank is hereby initially
appointed Transfer Agent and Registrar for the purposes of registering the
Investor Certifi-



                                       63
<PAGE>

cates and transfers and exchanges of the Investor Certificates as herein
provided. If any form of Investor Certificate is issued as a Global Certificate,
the Trustee may, or if and so long as any Series of Investor Certificates are
listed an the Luxembourg Stock Exchange and such exchange shall so require, the
Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or
another European city. Any reference in this Agreement to the Transfer Agent and
Registrar shall include any co-transfer agent and co-registrar unless the
context otherwise requires. Chase Bank shall be permitted to resign as Transfer
Agent and Registrar upon 30 days' written notice to the Servicer. In the event
that Chase Bank shall no longer be the Transfer Agent and Registrar, the Trustee
shall appoint a successor Transfer Agent and Registrar.

                  Upon surrender for registration of transfer of any Certificate
at any office or agency of the Transfer Agent and Registrar, the Transferor
shall execute, subject to the provisions of subsection 6.3(c), and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of like
aggregate Undivided Interests; provided, however that the provisions of this
paragraph shall not apply to Bearer Certificates.

                  At the option of an Investor Certificateholder, Investor
Certificates may be exchanged for other Investor Certificates of the same Series
in authorized denominations of like aggregate Undivided Interests, upon
surrender of the Investor Certificates to be exchanged at any such office or
agency. At the option of any Holder of Registered Certificates, Registered
Certificates may be exchanged for other Registered Certificates of the same
Series in authorized denominations of like aggregate Undivided Interests in the
Trust, upon surrender of the Registered Certificates to be exchanged at any
office or agency of the Transfer Agent and Registrar maintained for such
purpose. At the option of a Bearer Certificateholder, subject to applicable laws
and regulations (including without limitation, the Bearer Rules), Bearer
Certificates may be exchanged for other Bearer Certificates or Registered
Certificates of the same Series in authorized denominations of like aggregate
Undivided Interests in the Trust, in the manner specified in the Supplement for
such Series, upon surrender of the Bearer Certificates to be exchanged at an
office or agency of the Transfer Agent and Registrar located outside the United
States. Each Bearer Certificate surrendered pursuant to this Section 6.3 shall
have attached thereto (or be accompanied by) all unmatured Coupons, provided
that any Bearer Certificate so surrendered after the close of business on the
Record Date preceding the relevant Distribution Date after the related Series
Termination Date need not have attached the coupons relating to such
Distribution Date.



                                       64
<PAGE>

                  Whenever any Investor Certificates of any Series are so
surrendered for exchange, the Transferor shall execute, and the Trustee shall
authenticate and (unless the Transfer Agent and Registrar is different than the
Trustee, in which case the Transfer Agent and Registrar shall) deliver, the
Investor Certificates of such Series which the Certificateholder making the
exchange is entitled to receive. Every Investor Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in a form satisfactory to the Trustee and the
Transfer Agent and Registrar duly executed by the Certificate holder thereof or
his attorney-in-fact duly authorized in writing.

                  The preceding provisions of this Section 6.3 notwithstanding,
the Trustee or the Transfer Agent and Registrar, as the case may be, shall not
be required to register the transfer of or exchange any Investor Certificate of
any Series for a period of 15 days preceding the due date for any payment with
respect to the Investor Certificates of such Series.

                  Unless otherwise provided in the related Supplement, no
service charge shall be made for any registration of transfer or exchange of
Certificates, but the Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

                  All Investor Certificates (together with any Coupons attached
to Bearer Certificates) surrendered for registration of transfer and exchange
shall be canceled by the Transfer Agent and Registrar and disposed of in a
manner satisfactory to the Trustee. The Trustee shall cancel and destroy any
Global Certificates upon its exchange in full for Definitive Certificates and
shall deliver a certificate of destruction to the Transferor. Such certificate
shall also state that a certificate or certificates of each Foreign Clearing
Agency to the effect referred to in Section 6.13 was received with respect to
each portion of such Global Certificate exchanged for Definitive Certificates.

                  The Transferor shall execute and deliver to the Trustee or the
Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered
Certificates in such amounts and at such times as are necessary to enable the
Trustee to fulfill its responsibilities under this Agreement and the
Certificates.

                  (b) Except as provided in Section 6.9 or 7.2 or in any
Supplement, in no event shall the Transferor Certificate or any interest
therein, or, as the case may be, the uncertificated interest in the Transferor
Interest or any interest therein, be transferred hereunder, in whole or in part,
unless the Transferor shall have consented in writing to such transfer and the
Trustee



                                       65
<PAGE>

shall have received a Tax Opinion with respect to such transfer (a copy of which
shall be provided to the Rating Agencies).

                  (c) Unless otherwise provided in the related Supplement,
registration of transfer of Registered Certificates containing a legend relating
to the restrictions on transfer of such Registered Certificates (which legend
shall be set forth in the Supplement relating to such Investor Certificates)
shall be effected only if the conditions set forth in such related Supplement
are satisfied.

                  Whenever a Registered Certificate containing the legend sat
forth in the related Supplement is presented to the Transfer Agent and Registrar
for registration of transfer, the Transfer Agent and Registrar shall promptly
seek instructions from the Servicer regarding such transfer. The Transfer Agent
and Registrar and the Trustee shall be entitled to receive written instructions
signed by a Servicing Officer prior to registering any such transfer or
authenticating new Registered Certificates, as the case may be. The Servicer
hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and
to hold each of them harmless against any loss, liability or expense incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by them in reliance on any such written
instructions furnished pursuant to this subsection 6.3(c).

                  (d) The Transfer Agent and Registrar will maintain at its
expense in the Borough of Manhattan, the City of New York (and subject to this
Section 6.3, if specified in the related Supplement for any Series, any other
city designated in such Supplement) an office or offices or an agency or
agencies where Investor Certificates of such Series may be surrendered for
registration of transfer or exchange.

                  Section VI.4 Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate (together, in the case of Bearer
Certificates, with all unmatured Coupons, if any, appertaining thereto) is
surrendered to the Transfer Agent and Registrar, or the Transfer Agent and
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Transfer Agent and
Registrar and the Trustee such security or indemnity as may be reasonably
required by them to save each of them harmless, then, in the absence of notice
to the Trustee that such Certificate has been acquired by a bona fide purchaser,
the Transferor shall execute and the Trustee shall authenticate and (unless the
Transfer Agent and Registrar is different from the Trustee, in which case the
Transfer Agent and Registrar shall) deliver (in compliance with applicable law),
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and aggregate Undivided Interest.
In



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<PAGE>

connection with the issuance of any new Certificate under this Section 6.4, the
Trustee or the Transfer Agent and Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Transfer Agent and Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section 6.4 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed certificate shall be found at any
time.

                  Section VI.5 Persons Deemed Owners. Prior to due presentation
of a Certificate for registration of transfer, the Trustee, the Paying Agent,
the Transfer Agent and Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Article V (as
described in any Supplement) and for all other purposes whatsoever, and neither
the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of
any of them shall be affected by any notice to the contrary; provided, however,
that in determining whether the holders of Investor Certificates evidencing the
requisite Undivided Interests have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, unless otherwise expressly
specified herein or in the related Supplement, Investor Certificates owned by
the Transferor, the Servicer or any Affiliate thereof shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Investor Certificates which a
Responsible Officer in the Corporate Trust Office of the Trustee knows to be so
owned shall be so disregarded. Investor Certificates so owned that have been
pledged in good faith shall not be disregarded as outstanding, if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Investor Certificates and that the pledgee is not the
Transferor, the Servicer or an Affiliate thereof.

                  In the case of a Bearer Certificate, the Trustee, the Paying
Agent, the Transfer Agent and Registrar and any agent of any of them may treat
the holder of a Bearer Certificate or Coupon as the owner of such Bearer
Certificate or Coupon for the purpose of receiving distributions pursuant to
Article IV and Article XII and for all other purposes whatsoever, and neither
the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of
any of them shall be affected by any notice to the contrary. Certificates so
owned which have been pledged in good faith shall not be disregarded and may be
regarded as outstanding, if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such



                                       67
<PAGE>

Investor Certificates and that the pledgee is not the Transferor, the Servicer
or an Affiliate thereof.

                  Section VI.6  Appointment of Paying Agent.

                  (a) The Paying Agent shall make distributions to Investor
Certificateholders from the appropriate account or accounts maintained for the
benefit of Certificateholders as specified in this Agreement or the related
Supplement for any Series pursuant to Articles IV and V hereof. Any Paying Agent
shall have the revocable power to withdraw funds from such appropriate account
or accounts for the purpose of making distributions referred to above. The
Trustee (or the Servicer if the Trustee is the Paying Agent) may revoke such
power and remove the Paying Agent, if the Trustee (or the Servicer if the
Trustee is the Paying Agent) determines in its sole discretion that the Paying
Agent shall have failed to perform its obligations under this Agreement in any
material respect or for other good cause. The Trustee (or the Servicer if the
Trustee is the Paying Agent) shall notify the Rating Agency of the removal of
any Paying Agent. The Paying Agent, unless the Supplement with respect to any
Series states otherwise, shall initially be Chase Bank. If any form of Investor
Certificate is issued as a Global Certificate, or if and so long as any Series
of Investor Certificates are listed on the Luxembourg Stock Exchange and such
exchange shall so require, the Trustee shall appoint a co-paying agent in
Luxembourg or another European city. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Servicer. In the
event that any Paying Agent shall no longer be the Paying Agent, the Trustee
shall appoint a successor to act as Paying Agent (which shall be a bank or trust
company). The provisions of Sections 11.1, 11.2 and 11.3 shall apply to the
Trustee also in the capacity of Paying Agent, for so long as the Trustee shall
act as Paying Agent. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

                  If specified in the related Supplement for any Series, so long
as the Investor Certificates of such Series are outstanding, the Transferor
shall maintain a co-paying agent in New York City (for Registered Certificates
only) or any other city designated in such Supplement which, if and so long as
any Series of Investor Certificates is listed on the Luxembourg Stock Exchange
or other stock exchange and such exchange so requires, shall be in Luxembourg or
the location required by such other stock exchange.

                  (b) The Trustee shall cause the Paying Agent (other than
itself) to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that such Paying Agent will hold all sums, if
any, held by it for payment to the Certificateholders in trust for the benefit
of the



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<PAGE>

Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders and shall agree, and if the Trustee is the Paying Agent it
hereby agrees, that it shall comply with all requirements of the Internal
Revenue Code regarding the withholding by the Trustee of payments in respect of
federal income taxes due from Certificate Owners.

                  Section VI.7 Access to List of Certificateholders' Names and
Addresses. The Trustee will furnish or cause to be furnished by the Transfer
Agent and Registrar to the Servicer or the Paying Agent, within five Business
Days after receipt by the Trustee of a request therefor from the Servicer or the
Paying Agent, respectively, in writing, a list in such form as the Servicer or
the Paying Agent may reasonably require, of the names and addresses of the
Investor Certificateholders as of the most recent Record Date for payment of
distributions to Investor Certificateholders. Unless otherwise provided in the
related Supplement, holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 10% of the Investor Interest of the Investor
Certificates of any Series (the "Applicants") may apply in writing to the
Trustee, and if such application states that the Applicants desire to
communicate with other Investor Certificateholders of any Series with respect to
their rights under this Agreement or under the Investor Certificates and is
accompanied by a copy of the communication which such Applicants propose to
transmit, then the Trustee, after having been adequately indemnified by such
Applicants for its costs and expenses, shall afford or shall cause the Transfer
Agent and Registrar to afford such Applicants access during normal business
hours to the most recent list of Certificateholders held by the Trustee and
shall give the Servicer notice that such request has been made, within five
Business Days after the receipt of such application. Such list shall be as of a
date no more than 45 days prior to the date of receipt of such Applicants'
request. Every Certificateholder, by receiving and holding a Certificate, agrees
with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor
any of their respective agents shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was obtained.

                  Section VI.8  Authenticating Agent.

                  (a) The Trustee may appoint one or more authenticating agents
with respect to the Certificates which shall be authorized to act on behalf of
the Trustee in authenticating the Certificates in connection with the issuance,
delivery, registration of transfer, exchange or repayment of the Certificates.
Whenever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authen-



                                       69
<PAGE>

tication on behalf of the Trustee by an authenticating agent and a certificate
of authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent must be acceptable to the Transferor.

                  (b) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an authenticating agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such authenticating agent.

                  (c) An authenticating agent may at any time resign by giving
written notice of resignation to the Trustee and to the Transferor. The Trustee
may at any time terminate the agency of an authenticating agent by giving notice
of termination to such authenticating agent and to the Transferor. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time an authenticating agent shall cease to be acceptable to the Trustee or
the Transferor, the Trustee promptly may appoint a successor authenticating
agent. Any successor authenticating agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like affect as if originally named as an
authenticating agent. No successor authenticating agent shall be appointed
unless acceptable to the Trustee and the Transferor.

                  (d) The Trustee agrees to pay each authenticating agent from
time to time reasonable compensation for its services under this Section 6.8,
and the Trustee shall be entitled to be reimbursed and the Servicer shall
reimburse the Trustee for such reasonable payments actually made, subject to the
provisions of Section 11.5.

                  (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be
applicable to any authenticating agent.

                  (f) Pursuant to an appointment made under this Section 6.8,
the Certificates may have endorsed thereon, in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication in substantially
the following form:

                  This is one of the certificates described in the Pooling and
Servicing Agreement.


                                        ------------------------------
                                        as Authenticating Agent
                                          for the Trustee,

                                        By:
                                           ---------------------------
                                           Authorized signatory



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<PAGE>

                  Section VI.9 New Issuances.

                  (a) Upon the issuance of Investor Certificates of a new
Series, the Trustee shall issue to the Holder of the Transferor Certificate
under Section 6.1, for execution and redelivery to the Trustee for
authentication under Section 6.2, Investor Certificates of such Series. Each
Investor Certificate of any such Series shall be substantially in the form
specified in the related Supplement and shall bear upon its face the designation
for such Series to which it belongs, as selected by the Transferor. Except as
specified in any Supplement for a related Series, all Investor Certificates of
any Series shall rank pari passu and be equally and ratably entitled as provided
herein to the benefits hereof (except that the Credit Enhancement provided for
any Series shall not be available for any other Series) without preference,
priority or distinction on account of the actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this Agreement
and the related Supplement.

                  (b) The Holder of the Transferor Certificate may permit
Investor Certificates of one or more new Series to be issued (each, a "New
Issuance") by notifying the Trustee in writing at least three days in advance (a
"New Issuance Notice") of the date upon which the New Issuance is to occur (a
"New Issuance Date"). Any New Issuance Notice shall state the designation of any
Series (and Class thereof, if applicable) to be issued on the New Issuance Date
and, with respect to each such Series: (a) its Initial Investor Interest (or the
method for calculating such Initial Investor Interest), (b) its Certificate Rate
(or the method for allocating interest payments or other cash flows to such
Series), if any, and (c) the Credit Enhancement Provider, if any, with respect
to such Series. On the New Issuance Date, the Trustee shall authenticate and
deliver the Investor Certificates of any such Series only upon delivery to it of
the following: (a) a Supplement satisfying the criteria set forth in subsection
6.9(c) executed by the Transferor and specifying the Principal Terms of such
Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if
any, pursuant to which the Credit Enhancement Provider agrees to provide any
Credit Enhancement, (d) an Opinion of Counsel to the effect that, unless
otherwise stated in the related Supplement, the Investor Certificates of the
newly issued Series or Class of Investor Certificates will be treated as debt
for United States federal income and Delaware and New York state income and
corporate franchise tax purposes,(e) a Tax Opinion with respect to the issuance
of such Series, (f) written confirmation from each Rating Agency that the New
Issuance will satisfy the Rating Agency Condition, and (g) an Officer's
Certificate signed by a Vice President (or any more senior officer) of the
Transferor, that on the New Issuance Date (i) the Transferor, after giving
effect to such New Issuance, would not be required to add Addi-



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<PAGE>

tional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to
such New Issuance, the Transferor Interest would be at least equal to the
Minimum Transferor Interest. Upon satisfaction of such conditions, the Trustee
shall issue the Investor Certificates of such Series and, if there is a
currently existing Transferor Certificate, upon presentation of such Transferor
Certificate to the Trustee for cancellation, a new Transferor Certificate, if
applicable, dated the New Issuance Date, as provided above. There is no limit to
the number of New Issuances that may be performed under this Agreement.

                  (c) In conjunction with a New Issuance, the parties hereto
shall execute a Supplement, which shall specify the relevant terms with respect
to the Investor Certificates of any newly issued Series, which may include
without limitation: (i) its name or designation, (ii) the Initial Investor
Interest or the method of calculating the Initial Investor Interest, (iii) the
method of determining any adjusted Investor Interest, if applicable, (iv) the
Certificate Rate (or formula for the determination thereof), (v) the Closing
Date, (vi) each Rating Agency rating such Series, (vii) the name of the Clearing
Agency, if any, (viii) the rights of the Holder of the Transferor Certificate
that have been transferred to the Holders of such Series pursuant to such New
Issuance (including any rights to allocations of Collections of Finance Charge
Receivables and Principal Receivables), (ix) the interest payment date or dates
and the date or dates from which interest shall accrue, (x) the periods during
which or dates on which principal will be paid or accrued, (xi) the method of
allocating Collections with respect to Principal Receivables for such Series
and, if applicable, with respect to other Series, the method by which the
principal amount of Investor Certificates of such Series shall amortize or
accrete and the method for allocating Collections with respect to Finance Charge
Receivables and Receivables in Defaulted Accounts, (xii) any other Collections
with respect to Receivables or other amounts available to be paid with respect
to such Series, (xiii) the names of any accounts to be used by such Series and
the terms governing the operation of any such account and use of moneys therein,
(xiv) the Series Servicing Fee and the Series Servicing Fee Percentage, (xv) the
Minimum Transferor Interest and the Series Termination Date, (xvi) the terms of
any Credit Enhancement with respect to such Series and the Credit Enhancement
Provider, if applicable, (xvii) the base rate applicable to such Series, (xviii)
the terms on which the Certificates of such Series may be repurchased or
remarketed to other investors, (xix) any deposit into any account provided for
such Series, (xx) the number of Classes of such Series and, if more than one
Class, the rights and priorities of each such Class, (xxi) whether Interchange
or other fees will be included in the funds available to be paid for such
Series, (xxii) the priority of any Series with respect to any other Series,
(xxiii) the Minimum Aggregate



                                       72
<PAGE>

Principal Receivables, (xxiv) whether such Series will be part of a Group, (xxv)
whether such Series will or may be a Companion Series and the Series with which
it will be paired, if applicable, and (xxvi) any other relevant terms of such
Series (including whether or not such Series will be pledged as collateral for
an issuance of any other securities, including commercial paper) (all such
terms, the "Principal Terms" of such Series). The terms of such Supplement may
modify or amend the terms of this Agreement solely as applied to such new
Series. If on the date of the issuance of such Series there is issued and
outstanding one or more Series of Investor Certificates and no Series of
Investor Certificates is currently rated by a Rating Agency, then as a condition
to such New Issuance a nationally recognized investment banking firm or
commercial bank shall also deliver to the Trustee an officer's certificate
stating, in substance, that the New Issuance will not have an adverse effect on
the timing or distribution of payments to the Investor Certificates of such
other Series then issued and outstanding.

                  Section VI.10 Book-Entry Certificates. Unless otherwise
provided in any related Supplement, the Investor Certificates, upon original
issuance, shall be issued in the form of typewritten Certificates representing
the Book-Entry Certificates, to be delivered to the depository specified in such
Supplement (the "Depository") which shall be the Clearing Agency or Foreign
Clearing Agency, by or on behalf of such Series. The Investor Certificates of
each Series shall, unless otherwise provided in the related Supplement,
initially be registered on the Certificate Register in the name of the nominee
of the Clearing Agency or Foreign Clearing Agency. No Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the related Series of Investor Certificates, except as provided in Section
6.12. Unless and until definitive, fully registered Investor Certificates of any
Series ("Definitive Certificates") have been issued to Certificate Owners
pursuant to Section 6.12;

                           (i) the provisions of this Section 6.10 shall be in
         full force and effect with respect to each such Series;

                           (ii) the Transferor, the Servicer, the Paying Agent,
         the Transfer Agent and Registrar and the Trustee may deal with the
         Clearing Agency and the Clearing Agency Participants for all purposes
         (including the making of distributions on the Investor Certificates of
         each such Series) as the authorized representatives of the Certificate
         Owners;

                           (iii) to the extent that the provisions of this
         Section 6.10 conflict with any other provisions of this



                                       73
<PAGE>

         Agreement, the provisions of this Section 6.10 shall control with
         respect to each such Series; and

                           (iv) the rights of Certificate Owners of each such
         Series shall be exercised only through the Clearing Agency or Foreign
         Clearing Agency and the applicable Clearing Agency Participants and
         shall be limited to those established by law and agreements between
         such Certificate Owners and the Clearing Agency or Foreign Clearing
         Agency and/or the Clearing Agency Participants. Pursuant to the
         Depository Agreement applicable to a Series, unless and until
         Definitive Certificates of such Series are issued pursuant to Section
         6.12, the initial Clearing Agency will make book-entry transfers among
         the Clearing Agency Participants and receive and transmit distributions
         of principal and interest on the Investor Certificates to such Clearing
         Agency Participants.

                  Section VI.11 Notices to Clearing Agency. Whenever notice or
other communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to Certificate
Owners pursuant to Section 6.12, the Trustee shall give all such notices and
communications specified herein to be given to Holders of the Investor
Certificates to the Clearing Agency or Foreign Clearing Agency for distribution
to Holders of Investor Certificates.

                  Section VI.12 Definitive Certificates. If (i) (A) the
Transferor advises the Trustee in writing that the Clearing Agency or Foreign
Clearing Agency is no longer willing or able to discharge properly its
responsibilities under the applicable Depository Agreement, and (B) the Trustee
or the Transferor is unable to locate a qualified successor, (ii) the
Transferor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or Foreign Clearing
Agency with respect to any Series of Certificates or (iii) after the occurrence
of a Servicer Default, Certificate Owners of a Series representing beneficial
interests aggregating not less than 50% of the Investor Interest of such Series
advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency
through the applicable Clearing Agency Participants in writing that the
continuation of a book-entry system through the applicable Clearing Agency or
Foreign Clearing Agency is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners of such Series, through
the applicable Clearing Agency Participants, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners of such
Series requesting the same. Upon surrender to the Trustee of the Investor
Certificates of such Series by the applicable Clearing Agency or Foreign
Clearing Agency, accompanied by registration instructions from the applicable
Clearing Agency or Foreign Clearing Agency for registration, the Trustee shall
issue the



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<PAGE>

Definitive Certificates of such Series. Neither the Transferor nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates of such Series all references
herein to obligations imposed upon or to be performed by the applicable Clearing
Agency or Foreign Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of the
Definitive Certificates of such Series as Certificateholders of such Series
hereunder.

                  Section VI.13 Global Certificate. If specified in the related
Supplement for any Series, the Investor Certificates may be initially issued in
the form of a single temporary Global Certificate (the "Global Certificate") in
bearer form, without interest coupons, in the denomination of the Initial
Investor Interest and substantially in the form attached to the related
Supplement. Unless otherwise specified in the related Supplement, the provisions
of this Section 6.13 shall apply to such Global Certificate. The Global
Certificate will be authenticated by the Trustee upon the same conditions, in
substantially the same manner and with the same effect as the Definitive
Certificates. The Global Certificate may be exchanged in the manner described in
the related Supplement for Registered or Bearer Certificates in definitive form.

                  Section VI.14 Meetings of Certificateholders. To the extent
provided by the Supplement for any Series issued in whole or in part in Bearer
Certificates, the Servicer or the Trustee may at any time call a meeting of the
Certificateholders of such Series, to be held at such time and at such place as
the Servicer or the Trustee, as the case may be, shall determine, for the
purpose of approving a modification of or amendment to, or obtaining a waiver
of, any covenant or condition set forth in this Agreement with respect to such
Series or in the Certificates of such Series, subject to Section 13.1 of the
Agreement.

                               [End of Article VI]






                                       75
<PAGE>



                                   ARTICLE VII

                             OTHER MATTERS RELATING
                                TO THE TRANSFEROR

                  Section VII.1 Liability of the Transferor. The Transferor
shall be liable in accordance herewith to the extent of the obligations
specifically undertaken by the Transferor.

                  Section VII.2 Merger or Consolidation of, or Assumption of the
Obligations of, the Transferor.

                  (a) The Transferor shall not consolidate with or merge into
any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

                           (i) (A) the Transferor is the surviving entity or (B)
         if the Transferor is not the surviving entity, the corporation formed
         by such consolidation or into which the Transferor is merged or the
         Person which acquires by conveyance or transfer the properties and
         assets of the Transferor substantially as an entirety shall be
         organized and existing under the laws of the United States of America
         or any State or the District of Columbia, and shall be a national
         banking association, state banking corporation or other entity which is
         not subject to the bankruptcy laws of the United States of America and
         shall expressly assume, by an agreement supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         performance of every covenant and obligation of the Transferor, as
         applicable hereunder and shall benefit from all the rights granted to
         the Transferor, as applicable hereunder. To the extent that any right,
         covenant or obligation of the Transferor, as applicable hereunder, is
         inapplicable to the successor entity, such successor entity shall be
         subject to such covenant or obligation, or benefit from such right, as
         would apply, to the extent practicable, to such successor entity. In
         furtherance hereof, in applying this Section 7.2 to a successor entity,
         Section 9.2 hereof shall be applied by reference to events of
         involuntary liquidation, receivership or conservatorship applicable to
         such successor entity as shall be set forth in the Officer's
         Certificate described in subsection 7.2(a)(ii);

                           (ii) the Transferor shall have delivered to the
         Trustee an Officer's Certificate signed by a Vice President (or any
         more senior officer) of the Transferor stating that such consolidation,
         merger, conveyance or transfer and such supplemental agreement comply
         with this Section 7.2 and that all conditions precedent herein provided
         for relating to such transaction have been complied with and an Opinion
         of



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<PAGE>

         Counsel that such supplemental agreement is legal, valid and binding;
         and

                           (iii) the Transferor shall have delivered notice to
         the Rating Agency of such consolidation, merger, conveyance or
         transfer.

                  (b) The obligations of the Transferor hereunder shall not be
assignable nor shall any Person succeed to the obligations of the Transferor
hereunder (i) except for mergers, consolidations, assumptions or transfers in
accordance with the provisions of the foregoing paragraph or (ii) unless the
assignee with respect to such obligations shall be organized and existing under
the laws of the United States of America or any State or the District of
Columbia, and shall be a national banking association, state banking corporation
or other entity which is not subject to the bankruptcy laws of the United States
of America and shall expressly assume, by an agreement supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
performance of every covenant and obligation of the Transferor, as applicable
hereunder and shall benefit from all the rights granted to the Transferor, as
applicable hereunder. To the extent that any right, covenant or obligation of
the Transferor, as applicable hereunder, is inapplicable to the assignee, such
assignee shall be subject to such covenant or obligation, or benefit from such
right, as would apply, to the extent practicable, to such assignee.

                  Section VII.3 Limitation of Liability. The directors,
officers, employees or agents of the Transferor shall not be under any liability
to the Trust, the Trustee, the Certificateholders, any Credit Enhancement
Provider or any other Person hereunder or pursuant to any document delivered
hereunder, it being expressly understood that all such liability is expressly
waived and released as a condition of, and as consideration for, the execution
of this Agreement and any Supplement and the issuance of the Certificates;
provided, however, that this provision shall not protect the officers,
directors, employees, or agents of the Transferor against any liability which
would otherwise be imposed by reason of willful misfeasance or gross negligence
in the performance of duties or by reason of reckless disregard of obligations
and duties hereunder. Except as provided in Section 7.4, the Transferor shall
not be under any liability to the Trust, the Trustee, the Certificateholders,
any Credit Enhancement Provider or any other Person for any action taken or for
refraining from the taking of any action in its capacity as Transferor pursuant
to this Agreement or any Supplement whether arising from express or implied
duties under this Agreement or any Supplement; provided, however, that this
provision shall not protect the Transferor against any liability which would
otherwise be imposed by reason of willful misfeasance or gross negligence in the
performance of duties or by reason of

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<PAGE>

reckless disregard of obligations and duties hereunder. The Transferor and any
director, officer, employee or agent may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder.

                  Section VII.4 Liabilities. Notwithstanding Section 7.3 (and
notwithstanding Sections 3.2, 8.3, 8.4 and 11.11), or any other provision
herein, the Transferor by entering into this Agreement, any Holder of the
Transferor Certificate and any holder of an interest in the Transferor Interest
by its acceptance thereof, agree to be liable, directly to any creditor or
claimant for the entire amount of any liabilities, including without limitation,
any taxes imposed on the Trust, losses, claims or damages (other than those that
would be incurred by an Investor Certificateholder or a Credit Enhancement
Provider, if any, if the Investor Certificates or Collateral Interest, as the
case may be, were notes secured by the Receivables, for example, as a result of
the performance of the Receivables, market fluctuations, a shortfall or failure
to make payment under any Credit Enhancement or other similar market or
investment risks associated with ownership of the Investor Certificates) arising
out of or based on the arrangement created by this Agreement (to the extent
that, if the Trust assets at the time the claim is made were used to pay in full
all outstanding Certificates of all Series, the Trust assets that would remain
after the Investor Certificateholders and Credit Enhancement Providers, if any,
were paid in full would be insufficient to pay any such losses, claims, damages
or liabilities) as though this Agreement created a partnership under the New
York Revised Limited Partnership Act in which the Transferor , the holder of the
Transferor Certificate and such holder of an interest in the Transferor
Certificate were the general partners of such partnership. The rights created by
this Section 7.4 shall run directly to and be enforceable by the injured party
subject to the limitations hereof. To the extent provided in Section 8.4, the
Servicer will (from its own assets and not from the assets of the Trust)
indemnify and hold harmless the Transferor and each holder of an interest in the
Transferor Interest against and from certain losses, claims, damages and
liabilities of the Transferor as described in this Section arising from the
actions or omissions of the Servicer.

                              [End Of Article VII]






                                       78
<PAGE>


                                  ARTICLE VIII

                             OTHER MATTERS RELATING
                                 TO THE SERVICER

                  Section VIII.1 Liability of the Servicer. The Servicer shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Servicer in such capacity herein.

                  Section VIII.2 Merger or Consolidation of, or Assumption of
the Obligations of, the Servicer. The Servicer shall not consolidate with or
merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

                           (i) (A) the Servicer is the surviving entity or (B)
         if the Servicer is not the surviving entity, the corporation formed by
         such consolidation or into which the Servicer is merged or the Person
         which acquires by conveyance or transfer the properties and assets of
         the Servicer substantially as an entirety shall be a corporation
         organized and existing under the laws of the United States of America
         or any State or the District of Columbia, and shall be a state or
         national banking association or other entity which is not subject to
         the bankruptcy laws of the United States of America and shall expressly
         assume, by an agreement supplemental hereto, executed and delivered to
         the Trustee in form satisfactory to the Trustee, the performance of
         every covenant and obligation of the Servicer hereunder (to the extent
         that any right, covenant or obligation of the Servicer, as applicable
         hereunder, is inapplicable to the successor entity, such successor
         entity shall be subject to such covenant or obligation, or benefit from
         such right, as would apply, to the extent practicable, to such
         successor entity);

                           (ii) the Servicer shall have delivered to the Trustee
         an Officer's Certificate that such consolidation, merger, conveyance or
         transfer and such supplemental agreement comply with this Section 8.2
         and that all conditions precedent herein provided for relating to such
         transaction have been complied with and an Opinion of Counsel that such
         supplemental agreement is legal, valid and binding with respect to the
         Servicer; and

                           (iii) the Servicer shall have delivered notice to the
         Rating Agency of such consolidation, merger, conveyance or transfer.

                  Section VIII.3 Limitation of Liability of the Servicer and
Others. The directors, officers, employees or agents of the



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<PAGE>

Servicer shall not be under any liability to the Trust, the Trustee, the
Certificateholders, any Credit Enhancement Provider or any other Person
hereunder or pursuant to any document delivered hereunder, it being expressly
understood that all such liability is expressly waived and released as a
condition of, and as consideration for, the execution of this Agreement and any
Supplement and the issuance of the Certificates; provided, however, that this
provision shall not protect the directors, officers, employees and agents of the
Servicer against any liability which would otherwise be imposed by reason of
willful misfeasance or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. Except as
provided in Section 8.4 with respect to the Trust and the Trustee, its officers,
directors, employees and agents, the Servicer shall not be under any liability
to the Trust, the Trustee, its officers, directors, employees and agents, the
Certificateholders or any other Person for any action taken or for refraining
from the taking of any action in its capacity as Servicer pursuant to this
Agreement or any Supplement; provided, however, that this provision shall not
protect the Servicer against any liability which would otherwise be imposed by
reason of willful misfeasance or gross negligence in the performance of duties
or by reason of its reckless disregard of its obligations and duties hereunder
or under any Supplement. The Servicer may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Servicer shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
duties to service the Receivables in accordance with this Agreement which in its
reasonable opinion may cause it to incur any expense or liability.

                  Section VIII.4 Servicer Indemnification of the Trust and the
Trustee. The Servicer shall indemnify and hold harmless the Trust and the
Trustee, its officers, directors, employees and agents, from and against any
reasonable loss, liability, expense, damage or injury suffered or sustained by
reason of any acts or omissions or alleged acts or omissions of the Servicer
with respect to activities of the Trust or the Trustee pursuant to this
Agreement or any Supplement, including, but not limited to any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided, however, that the Servicer shall not indemnify the Trustee if
such acts, omissions or alleged acts or omissions constitute or are caused by
fraud, negligence, bad faith or willful misconduct by the Trustee; provided,
further, that the Servicer shall not indemnify the Trust, the Investor
Certificateholders or the Certificate Owners for any liabilities, costs or
expenses of the Trust with respect to any action taken by the Trustee at the
request of the Investor Certificateholders; provided, further, that the Servicer
shall not indemnify the Trust, the Investor



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<PAGE>

Certificateholders or the Certificate owners as to any losses, claims or damages
incurred by any of them in their capacities as investors, including without
limitation losses incurred as a result of Defaulted Accounts or Receivables
which are written off as uncollectible; and provided, further, that the Servicer
shall not indemnify the Trust, the Investor Certificateholders or the
Certificate Owners for any liabilities, costs or expenses of the Trust, the
Investor Certificateholders or the Certificate Owners arising under any tax law,
including without limitation, any federal, state, local or foreign income or
franchise taxes or any other tax imposed on or measured by income (or any
interest or penalties with respect thereto or arising from a failure to comply
therewith) required to be paid by the Trust, the Investor Certificateholders or
the Certificate Owners in connection herewith to any taxing authority. Any such
indemnification shall not be payable from the assets of the Trust. The
provisions of this indemnity shall run directly to and be enforceable by an
injured party subject to the limitations hereof. The provisions of this Section
8.4 shall survive termination of this Agreement and the resignation or removal
of the Trustee.

                  Section VIII.5 The Servicer Not to Resign. The Servicer shall
not resign from the obligations and duties hereby imposed on it except upon
determination that (i) the performance of its duties hereunder is no longer
permissible under applicable law and (ii) there is no reasonable action which
the Servicer could take to make the performance of its duties hereunder
permissible under applicable law. Any such determination permitting the
resignation of the Servicer shall be evidenced as to clause (i) above by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a Successor Servicer shall have
assumed the responsibilities and obligations of the Servicer in accordance with
Section 10.2 hereof. If the Trustee is unable within 120 days of the date of
such determination to appoint a Successor Servicer, the Trustee shall serve as
Successor Servicer hereunder.

                  Section VIII.6 Access to Certain Documentation and Information
Regarding the Receivables. The Servicer shall provide to the Trustee access to
the documentation regarding the Accounts and the Receivables in such cases where
the Trustee is required in connection with the enforcement of the rights of the
Investor Certificateholders, or by applicable statutes or regulations to review
such documentation, such access being afforded without charge but only (i) upon
reasonable request, (ii) during normal business hours, (iii) subject to the
Servicer's normal security and confidentiality procedures and (iv) at offices
designated by the Servicer. Nothing in this Section 8.6 shall derogate from the
obligation of the Transferor, the Trustee or the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors and
the failure of the



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<PAGE>

Servicer to provide access as provided in this Section 8.6 as a result of such
obligations shall not constitute a breach of this Section 8.6.

                  Section VIII.7 Delegation of Duties. It is understood and
agreed by the parties hereto that the Servicer may delegate certain of its
duties hereunder to First Data Resources, Inc. ("FDR"), a credit card processor
located in Omaha, Nebraska. In the ordinary course of business, the Servicer may
at any time delegate any duties hereunder to any Person who agrees to conduct
such duties in accordance with the Credit Card Guidelines. Any such delegations
shall not relieve the Servicer of its liability and responsibility with respect
to such duties, and shall not constitute a resignation within the meaning of
Section 8.5 hereof. If any such delegation is to a party other than FDR
notification thereof shall be given to each Rating Agency.

                  Section VIII.8 Examination of Records. The Servicer shall
clearly and unambiguously identify each Account (including any Additional
Account designated pursuant to Section 2.6) in its computer or other records to
reflect that the Receivables arising in such Account have been conveyed to the
Trust pursuant to this Agreement. The Servicer shall, prior to the sale or
transfer to a third party of any receivable held in its custody, examine its
computer and other records to determine that such receivable is not a
Receivable.

                              [End of Article VIII]







                                       82
<PAGE>


                                   ARTICLE IX

                                 PAY OUT EVENTS

                  Section IX.1 Pay Out Events. If any one of the following
events (each, a "Trust Pay Out Event") shall occur:

                  (a) (i) a court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of the Transferor in an
         involuntary case under the Bankruptcy Code or any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         which decree or order is not stayed, or any other similar relief shall
         be granted under any applicable federal or state law, (ii) an
         involuntary case is commenced against the Transferor under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect which remains undismissed, undischarged or unbonded for a
         period of 60 days or (iii) the Transferor shall have a decree or an
         order for relief entered with respect to it or commence a voluntary
         case under the Bankruptcy Code or any applicable bankruptcy, insolvency
         or other similar law now or hereafter in effect;

                  (b) the Transferor shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceedings
         of or relating to all or substantially all of its property, or a decree
         or order of a court or agency or supervisory authority having
         jurisdiction in the premises for the appointment of a conservator or
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings, or for
         the winding-up or liquidation of its affairs, shall have been entered
         against the Transferor; or the Transferor shall admit in writing its
         inability to pay its debts generally as they become due, file a
         petition to take advantage of any applicable insolvency or
         reorganization statute, make an assignment for the benefit of its
         creditors or voluntarily suspend payment of its obligations; or the
         Transferor shall become unable for any reason to transfer Receivables
         to the Trust in accordance with the provisions of this Agreement; or

                  (c) the Trust shall become subject to regulation by the
         Securities and Exchange Commission as an "investment company" within
         the meaning of the Investment Company Act;

then a Pay Out Event with respect to all Series of Certificates shall occur
without any notice or other action on the part of the Trustee or the Investor
Certificateholders immediately upon the occurrence of such event.



                                       83
<PAGE>

                  Section IX.2 Additional Rights Upon the Occurrence of Certain
Events.

                  (a) If any event set forth in Section 9.1(a) or (b) shall
occur (any such event, an "Insolvency Event"), the Transferor shall on the day
of such Insolvency Event (the "Appointment Day") immediately cease to transfer
Principal Receivables to the Trust and shall promptly give notice to the Trustee
of such Insolvency Event and the arrangement among the parties created hereby
shall be deemed to have been dissolved, subject to the liquidation and winding
up procedures described below. Notwithstanding any cessation of the transfer to
the Trust of additional Principal Receivables, Finance Charge Receivables,
whenever created, accrued in respect of Principal Receivables which have been
transferred to the Trust shall continue to be a part of the Trust, and
Collections with respect thereto shall continue to be allocated and paid in
accordance with Article IV. Within 15 days of the Appointment Day, the Trustee
shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event
has occurred and that the Trustee intends to sell, dispose of or otherwise
liquidate the Receivables in a commercially reasonable manner and (ii) send
written notice to the Investor Certificateholders describing the provisions of
this Section 9.2 and requesting instructions from such Holders. Unless within 75
days from the day notice pursuant to clause (i) above is first published, the
Trustee shall have received written instructions of Holders of Investor
Certificates evidencing more than 50% of the Investor Interest of each Series
issued and outstanding (or, if any such Series has two or more Classes, each
Class) to the effect that such Certificateholders disapprove of the liquidation
of the Receivables. If such vote disapproving of liquidation of the Receivables
has not been obtained, the Trustee shall use its best efforts to sell, dispose
of or otherwise liquidate the Receivables in a commercially reasonable manner
and on commercially reasonable terms, which shall include the solicitation of
competitive bids. The Trustee may obtain a prior determination from any such
conservator, receiver or liquidator that the terms and manner of any proposed
sale, disposition or liquidation are commercially reasonable. The provisions of
Sections 9.1 and 9.2 shall not be deemed to be mutually exclusive.

                  (b) The proceeds from the sale, disposition or liquidation of
the Receivables pursuant to subsection (a) above shall be treated as Collections
on the Receivables and shall be allocated and deposited in accordance with the
provisions of Article IV; provided, that the Trustee shall determine
conclusively in its sole discretion the amount of such proceeds which are
allocable to Finance Charge Receivables and the amount of such proceeds which
are allocable to Principal Receivables. On the day following the last
Distribution Date in the Monthly Period during which such proceeds are
distributed to the Investor Certificateholders of each Series, the Trust shall
terminate.



                                       84
<PAGE>

                  (c) The Trustee may appoint an agent or agents to assist with
its responsibilities pursuant to this Article IX with respect to competitive
bids.

                               [End of Article IX]

















                                       85
<PAGE>


                                    ARTICLE X

                                SERVICER DEFAULTS

                  Section X.1 Servicer Defaults. If any one of the following
events (a "Servicer Default") shall occur and be continuing:

                  (a) any failure by the Servicer to make any payment, transfer
         or deposit or to give instructions or notice to the Trustee pursuant to
         Article IV or to instruct the Trustee to make any required drawing,
         withdrawal, or payment under any Credit Enhancement on or before the
         date occurring ten Business Days after the date such payment, transfer,
         deposit withdrawal or drawing or such instruction or notice is required
         to be made or given, as the case may be, under the terms of this
         Agreement;

                  (b) failure on the part of the Servicer duly to observe or
         perform in any respect any other covenants or agreements of the
         Servicer set forth in this Agreement, which has a material adverse
         effect on the Investor Certificateholders of any Series 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 Servicer by the Trustee, or to the
         Servicer and the Trustee by the Holders of Investor Certificates
         evidencing Undivided Interests aggregating not less than 50% of the
         Investor Interest of any Series adversely affected thereby and
         continues to materially adversely affect such Investor
         Certificateholders for such period; or the Servicer shall delegate its
         duties under this Agreement, except as permitted by Section 8.7;

                  (c) any representation, warranty or certification made by the
         Servicer in this Agreement or in any certificate delivered pursuant to
         this Agreement shall prove to have been incorrect when made, which has
         a material adverse effect an the Investor Certificateholders of any
         Series and 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 Servicer by the Trustee, or to the Servicer and the Trustee by the
         Holders of Investor Certificates evidencing Undivided Interests
         aggregating not less than 50% of the Investor Interest of any Series
         adversely affected thereby and continues to materially adversely affect
         such Investor Certificateholders for such period; or

                  (d) the Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities



                                       86
<PAGE>

         or similar proceedings of or relating to the Servicer or of or relating
         to all or substantially all of its property, or a decree or order of a
         court or agency or supervisory authority having jurisdiction in the
         premises for the appointment of a conservator or receiver or liquidator
         in any insolvency, readjustment of debt, marshalling of assets and
         liabilities or similar proceedings, or for the winding-up or
         liquidation of its affairs, shall have been entered against the
         Servicer, and such decree or order shall have remained in force
         undischarged or unstayed for a period of 60 days; or the Servicer shall
         admit in writing its inability to pay its debts generally as they
         become due, file a petition to take advantage of any applicable
         insolvency or reorganization statute, make any assignment for the
         benefit of its creditors or voluntarily suspend payment of its
         obligations; then, so long as such Servicer Default shall not have been
         remedied, either the Trustee, or the Holders of Investor Certificates
         evidencing Undivided Interests aggregating more than 50% of the
         Aggregate Investor Interest, by notice then given in writing to the
         Servicer (and to the Trustee if given by the Investor
         Certificateholders) (a "Termination Notice"), may terminate all of the
         rights and obligations of the Servicer as Servicer under this
         Agreement. After receipt by the Servicer of such Termination Notice,
         and on the date that a Successor Servicer shall have been appointed by
         the Trustee pursuant to Section 10.2, all authority and power of the
         Servicer under this Agreement shall pass to and be vested in a
         Successor Servicer; and, without limitation, the Trustee is hereby
         authorized and empowered (upon the failure of the Servicer to
         cooperate) to execute and deliver, on behalf of the Servicer, as
         attorney-in-fact or otherwise, all documents and other instruments upon
         the failure of the Servicer to execute or deliver such documents or
         instruments, and to do and accomplish all other acts or things
         necessary or appropriate to effect the purposes of such transfer of
         servicing rights and obligations. The Servicer agrees to cooperate with
         the Trustee and such Successor Servicer in effecting the termination of
         the responsibilities and rights of the Servicer to conduct servicing
         hereunder including, without limitation, the transfer to such Successor
         Servicer of all authority of the Servicer to service the Receivables
         provided for under this Agreement, including, without limitation, all
         authority over all Collections which shall on the date of transfer be
         held by the Servicer for deposit, or which have been deposited by the
         Servicer, in the Collection Account, the Finance Charge Account, the
         Principal Account, the Excess Funding Account and any Series Account,
         or which shall thereafter be received with respect to the Receivables,
         and in assisting the Successor Servicer and in enforcing all rights to
         Insurance Proceeds and Interchange (if any) applicable to the Trust.
         The Servicer shall promptly transfer its electronic records



                                       87
<PAGE>

         or electronic copies thereof relating to the Receivables to the
         Successor Servicer in such electronic form as the Successor Servicer
         may reasonably request and shall promptly transfer to the Successor
         Servicer all other records, correspondence and documents necessary for
         the continued servicing of the Receivables in the manner and at such
         times as the Successor Servicer shall reasonably request. To the extent
         that compliance with this Section 10.1 shall require the Servicer to
         disclose to the Successor Servicer information of any kind which the
         Servicer reasonably deems to be confidential, the Successor Servicer
         shall be required to enter into each customary licensing and
         confidentiality agreements as the Servicer shall deem necessary to
         protect its interests. The Servicer shall, on the date of any servicing
         transfer, transfer all of its rights and obligations under the Credit
         Enhancement with respect to any Series to the Successor Servicer.

                  Notwithstanding the foregoing, a delay in or failure of
performance referred to in subsection 10.1(a) for a period of 10 Business Days
or in subsection 10.1(b) or (c) for a period of
60 Business Days, shall not constitute a Servicer Default if such delay or
failure could not be prevented by the exercise of reasonable diligence by the
Servicer and such delay or failure was caused by an act of God or the public
enemy, acts of declared or undeclared war, public disorder, rebellion, riot or
sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes,
earthquakes, nuclear disasters or meltdowns, floods, power outages or similar
causes. The preceding sentence shall not relieve the Servicer from using its
best efforts to perform its obligations in a timely manner in accordance with
the terms of this Agreement and the Servicer shall provide the Trustee, any
Credit Enhancement Provider, the Transferor and the Holders of Investor
Certificates with an Officer's Certificate giving prompt notice of such failure
or delay by it, together with a description of the cause of such failure or
delay and its efforts so to perform its obligations.

                  Section X.2  Trustee to Act; Appointment of Successor.

                  (a) On and after the receipt by the Servicer of a Termination
Notice pursuant to Section 10.1, the Servicer shall continue to perform all
servicing functions under this Agreement until the date specified in the
Termination Notice or otherwise specified by the Trustee in writing or, if no
such date is specified in such Termination Notice, or otherwise specified by the
Trustee, until a date mutually agreed upon by the Servicer and Trustee. The
Trustee shall notify each Rating Agency of such removal of the Servicer. The
Trustee shall, as promptly as possible after the giving of a Termination Notice
appoint a successor Servicer (the "Successor Servicer"), and such Successor
Servicer shall accept its appointment by a written assumption in



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a form acceptable to the Trustee. The Trustee may obtain bids from any potential
successor Servicer. If the Trustee is unable to obtain any bids from any
potential successor Servicer and the Servicer delivers an Officer's Certificate
to the effect that the Servicer cannot in good faith cure the Servicer Default
which gave rise to a transfer of servicing, and if the Trustee is legally unable
to act as Successor Servicer, then the Trustee shall notify each Credit
Enhancement Provider of the proposed sale of the Receivables and shall provide
each such Credit Enhancement Provider an opportunity to bid on the Receivables
and shall offer the Transferor the right of first refusal to purchase the
Receivables on terms equivalent to the best purchase offer as determined by the
Trustee, but in no event less than an amount equal to the Aggregate Investor
Interest on the date of such purchase plus all interest accrued but unpaid on
all of the outstanding Investor Certificates at the applicable Certificate Rate
through the date of such purchase. The proceeds of such sale shall be deposited
in the Distribution Account or any Series Account, as provided in the related
Supplement, for distribution to the Investor Certificateholders of each
outstanding Series pursuant to Section 12.3 of the Agreement. In the event that
a Successor Servicer has not been appointed and has not accepted its appointment
at the time when the Servicer ceases to act as Servicer, the Trustee without
further action shall automatically be appointed the Successor Servicer.
Notwithstanding the above, the Trustee shall, if it is legally unable so to act,
petition a court of competent jurisdiction to appoint any established financial
institution having, in the case of an entity that is subject to risk-based
capital adequacy requirements, risk-based capital of at least $50,000,000 or, in
the case of an entity that is not subject to risk-based capital requirements,
having a net worth of not less than $50,000,000 and whose regular business
includes the servicing of VISA or MasterCard credit card receivables as the
Successor Servicer hereunder.

                  (b) Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to servicing functions
under this Agreement and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof, and all references in this Agreement to the Servicer shall be
deemed to refer to the Successor Servicer. Any Successor Servicer, by its
acceptance of its appointment, will automatically agree to be bound by the terms
and provisions of each Credit Enhancement.

                  (c) In connection with such appointment and assumption, the
Trustee shall be entitled to such compensation, or may make such arrangements
for the compensation of the Successor Servicer out of Collections, as it and
such Successor Servicer shall agree; provided, however, that no such
compensation shall be in excess of the Servicing Fee permitted to be paid to the
Servicer pursuant to Section 3.2. The Transferor agrees that if the Servicer is
terminated hereunder, it will agree to deposit a



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portion of the Collections in respect of Finance Charge Receivables that it is
entitled to receive pursuant to Article IV to pay its share of the compensation
of the Successor Servicer.

                  (d) All authority and power granted to the Successor Servicer
under this Agreement shall automatically cease and terminate upon termination of
the Trust pursuant to Section 12.1 and shall pass to and be vested in the
Transferor and, without limitation, the Transferor is hereby authorized and
empowered to execute and deliver, on behalf of the Successor Servicer, as
attorney-in-fact or otherwise, all documents and other instruments, and to do
and accomplish all other acts or things necessary or appropriate to effect the
purposes of such transfer of servicing rights. The Successor Servicer agrees to
cooperate with the Transferor in effecting the termination of the
responsibilities and rights of the Successor Servicer to conduct servicing on
the Receivables. The Successor Servicer shall transfer its electronic records
relating to the Receivables to the Transferor in such electronic form as the
Transferor may reasonably request and shall transfer all other records,
correspondence and documents to the Transferor in the manner and at such times
as the Transferor shall reasonably request. To the extent that compliance with
this Section 10.2 shall require the Successor Servicer to disclose to the
Transferor information of any kind which the Successor Servicer deems to be
confidential, the Transferor shall be required to enter into such customary
licensing and confidentiality agreements as the Successor Servicer shall deem
necessary to protect its interests.

                  Section X.3 Notification to Certificateholders. Within two
Business Days after the Servicer becomes aware of any Servicer Default, the
Servicer shall give written notice thereof to the Trustee and any Credit
Enhancement Provider and the Trustee shall give notice to the Investor
Certificateholders at their respective addresses appearing in the Certificate
Register. Upon any termination or appointment of a Successor Servicer pursuant
to this Article X, the Trustee shall give prompt written notice thereof to
Investor Certificateholders at their respective addresses appearing in the
Certificate Register.

                  Section X.4 Waiver of Past Defaults. The Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than 66-2/3% of
the Investor Interest of each Series adversely affected by any default by the
Services or Transferor may, on behalf of all Certificateholders of such Series,
waive any default by the Servicer or Transferor in the performance of its
obligations hereunder and its consequences, except a default in the failure to
make any required deposits or payments of interest or principal relating to such
Series pursuant to Article IV which default does not result from the failure of
the Paying Agent to perform its obligations to make any required deposits or
payments of interest and principal in accordance with Article IV.



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Upon any such waiver of a past default, such default shall cease to exist, and
any default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.

                               [End of Article X]














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                                   ARTICLE XI

                                   THE TRUSTEE

                  Section XI.1  Duties of Trustee.

                  (a) The Trustee, prior to the occurrence of any Servicer
Default and after the curing of all Servicer Defaults which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Responsible Officer has received written notice
that a Servicer Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

                  (b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they substantially conform to the requirements of this
Agreement.

                  (c) Subject to subsection 11.1(a), no provision of this
Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own misconduct;
provided, however, that:

                           (i) the Trustee shall not be personally liable for an
         error of judgment made in good faith by a Responsible Officer or
         Responsible Officers of the Trustee, unless it shall be proved that the
         Trustee was negligent in ascertaining the pertinent facts;

                           (ii) the Trustee shall not be personally liable with
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the Holders of Investor
         Certificates evidencing Undivided Interests aggregating more than 50%
         of the Investor Interest of any Series relating to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee, or exercising any trust or power conferred upon the Trustee in
         relation to such Series, under this Agreement; and

                           (iii) the Trustee shall not be charged with knowledge
         of any failure by the Servicer referred to in clauses (a) and (b) of
         Section 10.1 unless a Responsible Officer of the Trustee obtains actual
         knowledge of such failure or the Trustee receives written notice of
         such



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         failure from the Servicer or any Holders of Investor Certificates
         evidencing Undivided Interests aggregating not less than 10% of the
         Investor Interest of any Series adversely affected thereby.

                  (d) The Trustee shall not be required to expend or risk its
own funds or otherwise incur financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if
there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Servicer under this Agreement except during
such time, if any, as the Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the Servicer in accordance with
the terms of this Agreement.

                  (e) Except for actions expressly authorized by this Agreement,
the Trustee shall take no action reasonably likely to impair the interests of
the Trust in any Receivable now existing or hereafter created or to impair the
value of any Receivable now existing or hereafter created.

                  (f) Except as provided in this subsection 11.1(f), the Trustee
shall have no power to vary the corpus of the Trust including, without
limitation, the power to (i) accept any substitute obligation for a Receivable
initially assigned to the Trust under Section 2.1 or 2.6 hereof, (ii) add any
other investment, obligation or security to the Trust, except for an addition
permitted under Section 2.6 or (iii) withdraw from the Trust any Receivables,
except for a withdrawal permitted under Sections 2.7, 9.2, 10.2, 12.1 or 12.2 or
subsections 2.4(d), 2.4(e) or Article IV.

                  (g) In the event that the Paying Agent or the Transfer Agent
and Registrar shall fail to perform any obligation, duty or agreement in the
manner or on the day required to be performed by the Paying Agent or the
Transfer Agent and Registrar, as the case may be, under this Agreement, the
Trustee shall be obligated promptly to perform such obligation, duty or
agreement in the manner so required.

                  (h) If the Transferor has agreed to transfer any of its credit
card receivables (other than the Receivables) to another Person, upon the
written request of the Transferor, the Trustee will enter into such
intercreditor agreements with the transferee of such receivables as are
customary and necessary to identify separately the rights, if any, of the Trust
and such other Person in the Transferor's credit card receivables; provided,
however that the Trustee shall not be required to enter into any intercreditor
agreement which could adversely affect the



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interests of the Certificateholders and, upon the request of the Trustee, the
Transferor will deliver an Opinion of Counsel on any matters relating to such
intercreditor agreement, reasonably requested by the Trustee.

                  Section XI.2 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 11.1:

                  (a) the Trustee may rely on and shall be protected in acting
         on, or in refraining from acting in accord with, any assignment of
         Receivables in Additional Accounts, the initial report, the monthly
         Servicer's certificate, the annual Servicer's certificate, the monthly
         payment instructions and notification to the Trustee, the monthly
         Certificateholder's statement, any resolution, Officer's Certificate,
         certificate of auditors or any other certificate, statement,
         instrument, opinion, report, notice, request, consent, order,
         appraisal, bond or other paper or document reasonably believed by it to
         be genuine and to have been signed or presented to it pursuant to this
         Agreement by the proper party or parties;

                  (b) the Trustee may consult with counsel of its selection, and
         any Opinion of Counsel shall be full and complete authorization and
         protection in respect of any action taken or suffered or omitted by it
         hereunder in good faith and in accordance with such Opinion of Counsel;

                  (c) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Agreement or any Credit
         Enhancement, or to institute, conduct or defend any litigation
         hereunder or in relation hereto, at the request, order or direction of
         any of the Certificateholders or any Credit Enhancement Provider,
         pursuant to the provisions of this Agreement, unless such
         Certificateholders or Credit Enhancement Provider shall have offered to
         the Trustee reasonable security or indemnity against the costs,
         expenses and liabilities which may be incurred therein or thereby;
         nothing contained herein shall, however, relieve the Trustee of the
         obligations, upon the occurrence of any Servicer Default (which has not
         been cured), to exercise such of the rights and powers vested in it by
         this Agreement and any Credit Enhancement, and to use the same degree
         of care and skill in its exercise as a prudent person would exercise or
         use under the circumstances in the conduct of his own affairs;

                  (d) the Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement except to the extent of the Trustee's negligence;



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                  (e) the Trustee shall not be bound to make any investigation
         into the facts of matters stated in any assignment of Receivables in
         Additional Accounts, the initial report, the monthly Servicer's
         certificate, the annual Servicer's certificate, the monthly payment
         instructions and notification to the Trustee, the monthly
         Certificateholder's statement, any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond or other paper or document, unless requested in writing so to do
         by Holders of Investor Certificates evidencing Undivided Interests
         aggregating more than 50% of the Investor Interest of any Series which
         could be adversely affected if the Trustee does not perform such acts;

                  (f) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly by or through
         agents or attorneys or a custodian appointed with due care by it
         hereunder; and

                  (g) except as may be required by subsection 11.1(a), or
         otherwise expressly required herein or in any Supplement the Trustee
         shall not be required to make any initial or periodic examination of
         any documents or records related to the Receivables or the Accounts for
         the purpose of establishing the presence or absence of defects, the
         compliance by the Transferor with its representations and warranties or
         for any other purpose.

                  Section XI.3 Trustee Not Liable for Recitals in Certificates.
The Trustee assumes no responsibility for the correctness of the recitals
contained herein and in the Certificates (other than the certificate of
authentication on the Certificates). Except as set forth in Section 11.15, the
Trustee makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the certificate of authentication
on the Certificates) or of any Receivable or related document. The Trustee shall
not be accountable for the use or application by the Transferor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Transferor in respect of the Receivables or
deposited in or withdrawn from the Collection Account, the Principal Account or
the Finance Charge Account, or any Series Account by the Servicer.

                  Section XI.4 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Investor
Certificates with the same rights as it would have if it were not the Trustee.

                  Section XI.5 The Servicer to Pay Trustee's Fees and Expenses.
The Servicer covenants and agrees to pay to the



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Trustee from time to time, and the Trustee shall be entitled to receive such
reasonable compensation as shall be agreed upon from time to time between the
Servicer and the Trustee (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the Trust hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee, and,
subject to Section 8.4, the Servicer will pay or reimburse the Trustee (without
reimbursement from any Investor Account, any Series Account or otherwise) upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Agreement
except any such expense, disbursement or advance as may arise from its own
negligence, bad faith or wilful misfeasance and except as provided in the
following sentence. If the Trustee is appointed Successor Servicer pursuant to
section 10.2, the provisions of this Section 11.5 shall not apply to expenses,
disbursements and advances made or incurred by the Trustee in its capacity as
Successor Servicer.

                  The obligations of the Servicer under this Section 11.5 shall
survive the termination of the Trust and the resignation or removal of the
Trustee.

                  Section XI.6 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or any state thereof authorized under
such laws to exercise corporate trust powers, having a long-term unsecured debt
rating of at least "Baa3" by Moody's and "BBB-" by Standard & Poor's having, in
the case of an entity that is subject to risk-based capital adequacy
requirements, risk-based capital of at least $50,000,000 or, in the case of an
entity that is not subject to risk-based capital adequacy requirements, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section 11.6, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in the most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 11.6, the Trustee
shall resign immediately in the manner and with the effect specified in Section
11.7.

                  Section XI.7  Resignation or Removal of Trustee.

                  (a) The Trustee may at any time resign and be discharged from
the Trust hereby created by giving written notice thereof to the Servicer. Upon
receiving such notice of resigna-



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tion, the Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

                  (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 11.6 hereof and shall fail to resign
after written request therefor by the Transferor, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Transferor may, but shall not be required to, remove the Trustee and promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.

                  (c) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 11.7
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 11.8 hereof and any liability of the Trustee
arising hereunder shall survive such appointment of a successor trustee.

                  Section XI.8  Successor Trustee.

                  (a) Any successor trustee appointed as provided in Section
11.7 hereof shall execute, acknowledge and deliver to the Transferor and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee herein. The predecessor Trustee shall deliver to the successor
trustee all documents and statements held by it hereunder, and the Transferor
and the predecessor Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor trustee all such rights, powers, duties and
obligations.

                  (b) No successor trustee shall accept appointment as provided
in this Section 11.8 unless at the time of such accep-



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tance such successor trustee shall be eligible under the provisions of Section
11.6 hereof.

                  (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 11.8, such successor trustee shall mail notice of such
succession hereunder to all Certificateholders at their addresses as shown in
the Certificate Register.

                  Section XI.9 Merger or Consolidation of Trustee. Any Person
into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under the
provisions of Section 11.6 hereof, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.

                  Section XI.10 Appointment of Co-Trustee or Separate Trustee.

                  (a) Notwithstanding any other provisions of this Agreement, at
any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust may at the time be located, the Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders, such
title to the trust, or any part thereof, and, subject to the other provisions of
this Section 11.10, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 11.6 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 11.8 hereof.

                  (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                           (i) all rights, powers, duties and obligations
         conferred or imposed upon the Trustee shall be conferred or imposed
         upon and exercised or performed by the Trustee and such separate
         trustee or co-trustee jointly (it being understood that such separate
         trustee or co-trustee is not authorized to act separately without the
         Trustee joining in such act), except to the extent that under any laws
         of any juris-



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         diction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust or any portion
         thereof in any such jurisdiction) shall be exercised and performed
         singly by such separate trustee or co-trustee, but solely at the
         direction of the Trustee;

                           (ii) no trustee hereunder shall be personally liable
         by reason of any act or omission of any other trustee hereunder; and

                           (iii) the Trustee may at any time accept the
         resignation of or remove any separate trustee or co-trustee.

                  (c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Servicer.

                  (d) Any separate trustee or co-trustee may at any time
constitute the Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect to this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                  Section XI.11 Tax Returns. In the event the Trust shall be
required to file tax returns, the Trustee, as soon as practicable after it is
made aware of such requirement, shall prepare or cause to be prepared any tax
returns required to be filed by the Trust and, to the extent possible, shall
file such returns at least five days before such returns are due to be filed.
The Trustee is hereby authorized to sign any such return on behalf of the Trust,
in the event that the Trustee is determined to be the person required by law to
sign such return. The Servicer shall prepare or shall cause to be prepared all
tax information required by law to be distributed to



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Certificateholders and shall deliver such information to the Trustee at least
five days prior to the date it is required by law to be distributed to
Certificateholders. The Servicer, upon request, in the event that the Trustee is
determined to be the person required by law to sign such return, will furnish
the Trustee with all such information known to the Servicer as may be reasonably
required in connection with the preparation of all tax returns of the Trust. In
no event shall the Trustee or the Servicer be liable for any liabilities, costs
or expenses of the Trust, the Investor Certificateholders or the Certificate
Owners arising under any tax law, including without limitation federal, state,
local or foreign income or excise taxes or any other tax imposed on or measured
by income (or any interest or penalty with respect thereto or arising from a
failure to comply therewith).

                  Section XI.12 Trustee may Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or any Series
of Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders any Series of Certificates, as their interests
may appear, in respect of which such judgment has been obtained.

                  Section XI.13 Suits for Enforcement. If a Servicer Default
shall occur and be continuing, the Trustee, in its discretion may, subject to
the provisions of Section 10.1, proceed to protect and enforce its rights and
the rights of the Holders of any Series of Certificates under this Agreement by
a suit, action or proceeding in equity or at law or otherwise, whether for the
specific performance of any covenant or agreement contained in this Agreement or
in aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy as the Trustee, being
advised by counsel, shall deem most effectual to protect and enforce any of the
rights of the Trustee or the Holders of any Series of Certificates.

                  Section XI.14 Rights of Certificateholders to Direct Trustee.
Holders of Investor Certificates evidencing Undivided Interests aggregating more
than 50% of the Aggregate Investor Interest (or, with respect to any remedy,
trust or power that does not relate to all Series, 50% of the Aggregate Investor
Interest of the Investor Certificates of all Series to which such remedy, trust
or power relates) shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that, subject to



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Section 11.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceedings so directed would be illegal or subject it to personal liability or
be unduly prejudicial to the rights of Certificateholders not parties to such
direction; and provided further that nothing in this Agreement shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction of such Holders of Investor
Certificates.

                  Section XI.15 Representations and Warranties of Trustee. The
Trustee represents and warrants that:

                           (i) the Trustee is a banking corporation organized,
         existing and authorized to engage in the business of banking under the
         laws of the State of New York;

                           (ii) the Trustee has full power, authority and right
         to execute, deliver and perform this Agreement, and has taken all
         necessary action to authorize the execution, delivery and performance
         by it of this Agreement; and

                           (iii) this Agreement has been duly executed and
         delivered by the Trustee.

                  Section XI.16 Maintenance of Office or Agency. The Trustee
will maintain at its expense in the Borough of Manhattan, the City of New York
an office or offices, or agency or agencies, where notices and demands to or
upon the Trustee in respect of the Certificates and this Agreement may be
served. The Trustee initially designates its Corporate Trust Office as its
office for such purposes in New York. The Trustee will give prompt written
notice to the Servicer and to Certificateholders (or in the case of Holders of
Bearer Certificates, in the manner provided for in the related Supplement) of
any change in the location of the Certificate Register or any such office or
agency.

                               [End of Article XI]







                                      101
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                                   ARTICLE XII

                                   TERMINATION

                  Section XII.1  Termination of Trust.

                  (a) The respective obligations and responsibilities of the
Transferor, the Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as hereinafter
set forth) shall terminate, except with respect to the duties described in
Sections 8.4 and 11.5 and subsections 2.4(c) and 12.3(b), on the Trust
Termination Date; provided, however, that the Trust shall not terminate on the
date specified in clause (i) of the definition of "Trust Termination Date" if
each of the Servicer and the Holder of the Transferor Certificate notify the
Trustee in writing, not later than five Business Days preceding such date, that
they desire that the Trust not terminate on such date, which notice (such
notice, a "Trust Extension") shall specify the date on which the Trust shall
terminate (such date, the "Extended Trust Termination Date"); provided, however,
that the Extended Trust Termination Date shall be not later than the day prior
to the expiration of 21 years after the death of the last survivor of the
descendants living on the date of this Agreement of Joseph P. Kennedy, the late
ambassador of the United States of America to the Court of St. James's. The
Servicer and the Holder of the Transferor Certificate may, on any date following
the Trust Extension, so long as no Series of Certificates is outstanding,
deliver a notice in writing to the Trustee changing the Extended Trust
Termination Date.

                  (b) All principal or interest with respect to any Series of
Investor Certificates shall be due and payable no later than the Series
Termination Date with respect to such Series. Unless otherwise provided in a
Supplement, in the event that the Investor Interest of any Series of
Certificates is greater than zero on its Series Termination Date (after giving
effect to all transfers, withdrawals, deposits and drawings to occur on such
date and the payment of principal to be made on such Series on such date), the
Trustee will sell or cause to be sold, and pay the proceeds first, to all
Certificateholders of such Series pro rata in final payment of all principal of
and accrued interest on such Series of Certificates, and second, as provided in
the related Supplement, an amount of Principal Receivables and the related
Finance Charge Receivables (or interests therein) up to 110% of the sum of the
Investor Interest of such Series plus the Enhancement Invested Amount or the
Collateral Interest (if not included in the Investor Interest) of such Series,
if any, at the close of business on such date (but not more than an amount of
Principal Receivables and the related Finance Charge Receivables equal to the
sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate
amount of Principal Receivables in the



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<PAGE>

Trust and (C) a fraction the numerator of which is the applicable Investor
Percentage with respect to Finance Charge Receivables and the denominator of
which is the sum of all Investor Percentages with respect to Finance Charge
Receivables of all Series and (2) the Investor Interest of such Series plus the
Enhancement Invested Amount or the Collateral Interest (if not included in the
Investor Interest) of such Series). The Trustee shall notify each Credit
Enhancement Provider of the proposed sale of such Receivables and shall provide
each Credit Enhancement Provider an opportunity to bid on such Receivables. The
Transferor shall be permitted to purchase such Receivables in such case and
shall have a right of first refusal with respect thereto. Any proceeds of such
sale in excess of such principal and interest paid shall be paid to the Holder
of the Transferor Certificate. Upon such Series Termination Date with respect to
the applicable Series of Certificates, final payment of all amounts allocable to
any Investor Certificates of such Series shall be made in the manner provided in
Section 12.3.

                  Section XII.2 Optional Purchase. (a) If so provided in any
Supplement, the Transferor may, but shall not be obligated to, cause a final
distribution to be made in respect of the related Series of Certificates on a
Distribution Date specified in such Supplement by depositing into the
Distribution Account or the applicable Series Account, not later than the
Transfer Date preceding such Distribution Date, for application in accordance
with Section 12.3, the amount specified in such Supplement.

                  (b) The amount deposited pursuant to subsection 12.2(a) shall
be paid to the Investor Certificateholders of the related Series pursuant to
Section 12.3 on the related Distribution Date following the date of such
deposit. All Certificates of a Series which are purchased by the Transferor
pursuant to subsection 12.2(a) shall be delivered by the Transferor upon such
purchase to, and be canceled by, the Transfer Agent and Registrar and be
disposed of in a manner satisfactory to the Trustee and the Transferor. The
Investor Interest of each Series which is purchased by the Transferor pursuant
to subsection 12.2(a) shall, for the purposes of the definition of "Transferor
Interest," be deemed to be equal to zero on the Distribution Date following the
making of the deposit, and the Transferor Interest shall thereupon be deemed to
have been increased by the Investor Interest of such Series.

                  Section XII.3  Final Payment with Respect to any Series.

                  (a) Written notice of any termination, specifying the
Distribution Date upon which the Investor Certificateholders of any Series may
surrender their Certificates for payment of the final distribution with respect
to such Series and cancellation, shall be given by the Trustee to Investor
Certificateholders of



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<PAGE>

such Series mailed not later than the fifth day of the month of such final
distribution (subject to at least two Business Days' prior notice from the
Servicer to the Trustee) (or in the manner provided by the Supplement relating
to such Series) specifying (i) the Distribution Date (which shall be the
Distribution Date in the month (x) in which the deposit is made pursuant to
subsection 2.4(e), 9.2(a), 10.2(a) or 12.2(a) of the Agreement or such other
section as may be specified in the related Supplement, or (y) in which the
related Series Termination Date occurs) upon which final payment of such
Investor Certificates will be made upon presentation and surrender of such
Investor Certificates at the office or offices therein designated (which, in the
case of Bearer Certificates, shall be outside the United States), (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Investor Certificates at the office or
offices therein specified. The Servicer shall also deliver to the Trustee, as
soon as is practicable but in no event not later than three Business Days after
the Determination Date relating to the final payment described in the preceding
sentence, an Officers' Certificate setting forth the information, to the extent
available, specified in Article V of this Agreement covering the period during
the then current calendar year through the date of such notice and setting forth
the date of such final distribution.

                  (b) Notwithstanding the termination of the Trust pursuant to
subsection 12.1(a) or the occurrence of the Series Termination Date with respect
to any Series, all funds then on deposit in the Finance Charge Account, the
Principal Account, the Excess Funding Account, the Distribution Account or any
Series Account applicable to the related Series shall continue to be held in
trust for the benefit of the Certificateholders of the related Series and the
Paying Agent or the Trustee shall pay such funds to the Certificateholders of
the related Series upon surrender of their Certificates (which surrenders and
payments, in the case of Bearer Certificates, shall be made only outside the
United States). In the event that all of the Investor Certificateholders of any
Series shall not surrender their Certificates for cancellation within six months
after the date specified in the above-mentioned written notice, the Trustee
shall give a second written notice (or, in the case of Bearer Certificates,
publication notice) to the remaining Inves-



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<PAGE>

tor Certificateholders of such Series upon receipt of the appropriate records
from the Transfer Agent and Registrar to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one and one-half years after the second notice with respect to a Series, all the
Investor Certificates of such Series shall not have been surrendered for
cancellation, the Trustee may take appropriate steps or may appoint an agent to
take appropriate steps, to contact the remaining Investor Certificateholders of
such Series concerning surrender of their Certificates, and the cost thereof
shall be paid out of the funds in the Distribution Account or any Series Account
held for the benefit of such Investor Certificateholders. The Trustee and the
Paying Agent shall pay to the Transferor upon request any monies held by them
for the payment of principal or interest which remains unclaimed for two years.
After payment to the Transferor, Investor Certificateholders entitled to the
money must look to the Transferor for payment as general creditors unless an
applicable abandoned property law designates another Person.

                  (c) All Certificates surrendered for payment of the final
distribution with respect to such Certificates and cancellation shall be
canceled by the Transfer Agent and Registrar and be disposed of in a manner
satisfactory to the Trustee and the Transferor.

                  Section XII.4 Termination Rights of Holder of Transferor
Certificate. Upon the termination of the Trust pursuant to Section 12.1, and
after payment of all amounts due hereunder on or prior to such termination and
the surrender of the Transferor Certificate, if applicable, the Trustee shall
execute a written reconveyance substantially in the form of Exhibit H pursuant
to which it shall reconvey 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, all moneys due
or to become due with respect to such Receivables (including all accrued
interest theretofore posted as Finance Charge Receivables) and all proceeds of
such Receivables and Insurance Proceeds relating to such Receivables and
Interchange (if any) allocable to the Trust pursuant to any Supplement, except
for amounts held by the Trustee pursuant to subsection 12.3(b). The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trust had in the Receivables.

                  Section 12.5 Defeasance. If so provided in any Supplement:

                  (a) The Transferor may at its option be discharged from its
         obligations with respect to all of the Investor Certificates issued by
         the Trust or any specified Series thereof on the date the applicable
         conditions set forth in Section 12.5(c) are satisfied ("Defeasance");
         provided however, that the following rights, obligations, powers,
         duties and immunities shall survive until otherwise terminated or
         discharged hereunder: (A) the rights of Holders of Investor
         Certificates of the Trust or any specified Series



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<PAGE>

         thereof to receive, solely from the trust fund provided for in Section
         12.5(c), payments in respect of principal of and interest on such
         Investor Certificates when such payments are due; (B) the Transferor's
         obligations with respect to such Series of Certificates under Sections
         6.3, 6.4 and 12.3; (C) the rights, powers, trusts, duties and
         immunities of the Trustee, the Paying Agent and the Transfer Agent and
         Registrar hereunder; and (D) this Section 12.5.

                  (b) Subject to Section 12.5(c), the Transferor at its option
         may use Collections to purchase Permitted Investments rather than
         additional Receivables for transfer to the Trust until such time as no
         Receivables remain in the Trust.

                  (c) The following shall be the conditions to Defeasance under
         Section 12.5(a): (1) the Transferor irrevocably shall have deposited or
         caused to be deposited with the Trustee, under the terms of an
         irrevocable trust agreement in form and substance satisfactory to the
         Trustee, as trust funds in trust for making the payments described
         below: (A) Dollars in an amount, or (B) Permitted Investments which
         through the scheduled payment of principal and interest in respect
         thereof will provide, not later than the due date of payment thereon,
         money in an amount, or (C) a combination thereof, in each case
         sufficient to pay and discharge, and, which shall be applied by the
         Trustee to pay and discharge, all remaining scheduled interest and
         principal payments on all outstanding Investor Certificates of the
         Trust or any specified Series thereof on the dates scheduled for such
         payments in this Agreement and the applicable Supplements and all
         amounts owed to the Credit Enhancement Provider for any Series if so
         provided in the related Supplements or agreements with such Credit
         Enhancement Provider; (2) prior to each exercise of its right to
         substitute money or Permitted Investments for Receivables, the
         Transferor shall deliver to the Trustee a Tax Opinion with respect to
         such substitution and an Opinion of Counsel to the effect that the
         Trust will not be required to register as an "investment company"
         within the meaning of the Investment Company Act of 1940, as amended;
         and (3) such deposit and termination of obligations will not result in
         a Pay Out Event for any Series.

                              [End of Article XII]





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<PAGE>


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

                  Section XIII.1  Amendment.

                  (a) This Agreement (including any Supplement) may be amended
from time to time by the Bank, the Servicer and the Trustee, without the consent
of any of the Certificateholders, (i) to cure any ambiguity, to revise any
exhibits or schedules (other than Schedule 1), to correct or supplement any
provisions herein or thereon or (ii) to add any other provisions with respect to
matters or questions raised under this Agreement which shall not be inconsistent
with the provisions of this Agreement; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any of the Certificateholders unless such
Certificateholders have consented thereto.

                  (b) This Agreement (including any Supplement) and any schedule
or exhibit thereto may also be amended from time to time by the Transferor, the
Servicer and the Trustee, without the consent of any of the Certificateholders,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement, or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that (i)
the Servicer shall have provided an Officer's Certificate to the Trustee to the
effect that such amendment will not materially and adversely affect the
interests of any Certificateholder, (ii) the Servicer shall have provided a Tax
Opinion with respect to such amendment and (iii) the Servicer shall have
provided at least ten Business Days' prior written notice to each Rating Agency
of such amendment and shall have received written confirmation from each Rating
Agency that such action will satisfy the Rating Agency Condition; provided,
further, that such amendment shall not, without the consent of each
Certificateholder of each Series affected thereby, (i) reduce in any manner the
amount of, or delay the timing of, distributions which are required to be made
on any Certificate of such Series, (ii) alter the requirements for changing the
Minimum Transferor Interest Percentage for such Series, (iii) change the
definition of or the manner of calculating the interest of any Certificateholder
of such Series, (iv) change the manner in which the Transferor Interest is
determined or (v) reduce the percentage pursuant to Subsection 13.1(c) required
to consent to any such amendment.

                  (c) This Agreement and any Supplement may also be amended from
time to time by the Transferor, the Servicer and the Trustee with the consent of
Certificateholders evidencing undivided interests aggregating more than 50% of
the Investor Interest of each and every Series adversely affected, for the
purpose



                                      107
<PAGE>

of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment under this subsection shall (i) reduce in any manner the
amount of, or delay the timing of, distributions which are required to be made
on any Certificate of such Series without the consent of all of the related
Certificateholders; (ii) change the definition of or the manner of calculating
the Investor Interest, the Investor Percentage or the Investor Default Amount of
such Series without the consent of the related Certificateholders or (iii)
reduce the aforesaid percentage required to consent to any such amendment, in
each case without the consent of each Certificateholder of all Series affected.

                  (d) It shall not be necessary to obtain the consent of
Certificateholders under this Section 13.1 to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.

                  (e) Promptly after the execution of any amendment pursuant to
subsections 13.1(a) or 13.1(c) above, the Trustee shall furnish notification of
the substance of such amendment to each Rating Agency providing a rating for any
Series.

                  (f) Any Supplement executed and delivered pursuant to Section
6.9 and any amendments regarding the addition to or removal of Receivables from
the Trust as provided in Sections 2.6 or 2.7, executed in accordance with the
provisions hereof, shall not be considered amendments to this Agreement for the
purpose of Section 13.1.

                  (g) In connection with any amendment, the Trustee may request,
in addition to the Opinion of Counsel required by subsection 13.2(d), an Opinion
of Counsel from the Transferor or the Servicer to the effect that the amendment
complies with all requirements of this Agreement. The Trustee may, but shall not
be obligated to, enter into any amendment which affects the Trustee's rights,
duties or immunities under this Agreement or otherwise.

                  Section XIII.2  Protection of Right, Title and Interest to
                                  Trust.

                  (a) The Servicer shall cause this Agreement, all amendments
hereto and/or all financing statements and continuation statements and any other
necessary documents covering the Certificateholders and the Trustee's right,
title and interest to the Trust to be promptly recorded, registered and filed,
and at all times to be kept recorded, registered and filed, all in such



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<PAGE>

manner and in such places as may be required by law fully to preserve and
protect the right, title and interest of the Certificateholders or the Trustee,
as the case may be, hereunder to all property comprising the Trust. The Servicer
shall deliver to the Trustee file-stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above, promptly after the
same become available following such recording, registration of filing. The
Transferor shall cooperate fully with the Servicer in connection with the
obligations set forth above and will execute any and all documents reasonably
required to fulfill the intent of this subsection 13.2(a).

                  (b) Within 30 days after the Transferor makes any change in
its name, identity or corporate structure which would make any financing
statement or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of Section 9-402(7) of the UCC, the
Transferor shall give the Trustee notice of any such change and shall file such
financing statements or amendments as may be necessary to continue the
perfection of the Trust's security interest in the Receivables and the proceeds
thereof.

                  (c) Each of the Transferor and the Servicer will give the
Trustee prompt written notice of any relocation of any office from which it
services Receivables or keeps records concerning the Receivables or of its chief
executive office and whether, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and shall file such financing statements or amendments as may be
necessary to continue the perfection of the Trust's security interest in the
Receivables and the proceeds thereof. Each of the Transferor and the Servicer
will at all times maintain each office from which it services Receivables and
its principal executive office within the United States of America.

                  (d) The Servicer will deliver to the Trustee: (i) upon each
date that any Additional Accounts are to be included in the Accounts pursuant to
Section 2.6(a) or (b), an Opinion of Counsel substantially in the form of
Exhibit E; and (ii) on or before March 31 of each year, beginning with March 31,
1996, an Opinion of Counsel, substantially in the form of Exhibit F.

                  Section XIII.3  Limitation on Rights of Certificateholders.

                  (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor shall such death or
incapacity entitle such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or commence any proceeding in any
court for a parti-



                                      109
<PAGE>

tion or winding up of the Trust, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

                  (b) No Certificateholder shall have any right to vote (except
with respect to the Investor Certificateholders as provided in Section 13.1
hereof) or in any manner otherwise control the operation and management of the
Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

                  (c) No Certificateholder shall have any right by virtue of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Certificateholder previously shall have given written notice to the Trustee, and
unless the Holders of Certificates evidencing Undivided Interests aggregating
more than 50% of the Investor Interest of any Series which may be adversely
affected but for the institution of such suit, action or proceeding, shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Certificateholders shall have the right in any manner whatever by
virtue or by availing itself or themselves of any provisions of this Agreement
to affect, disturb or prejudice the rights of the Certificateholders of any
other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Certificateholder, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 13.3, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION XIII.4 GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND
WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND



                                      110
<PAGE>

STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  Section XIII.5 Notices. All demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) when personally delivered at, sent by facsimile to, (ii) two
Business Days after being sent by courier at or (iii) five Business Days after
being mailed by registered mail, return receipt requested, to (a) in the case of
the Transferor, to Chase USA, 802 Delaware Avenue, Wilmington, Delaware 19801,
Attention: Corporate Secretary, (b) in the case of the Servicer, to Chase Bank,
270 Park Avenue, New York, New York 10017, Attention: Chief Corporate Finance
officer, (c) in the case of the Trustee, to the Corporate Trust Office, (d) in
the case of the Credit Enhancement Provider for a particular Series, the
address, if any, specified in the Supplement relating to such Series and (e) in
the case of the Rating Agency for a particular Series, the address, if any,
specified in the Supplement relating to such Series; or, as to each party, at
such other address as shall be designated by such party in a written notice to
each other party. Unless otherwise provided with respect to any Series in the
related Supplement any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register, or with
respect to any notice required or permitted to be made to the Holders of Bearer
Certificates, by publication in the manner provided in the related Supplement.
If and so long as any Series or Class is listed on the Luxembourg Stock Exchange
and such exchange shall so require, any Notice to Investor Certificateholders
shall be published in an authorized newspaper of general circulation in
Luxembourg within the time period prescribed in this Agreement. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

                  Section XIII.6 Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall for
any reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the
validity of enforceability of the other provisions of this Agreement or of the
Certificates or rights of the Certificateholders thereof.

                  Section XIII.7 Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Section 8.2, this Agreement may
not be assigned by the Servicer without the prior consent of Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of
the Investor Interest of each Series on a Series by Series basis.



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                  Section XIII.8 Certificates Non-Assessable and Fully Paid. It
is the intention of the parties to this Agreement that the Certificateholders
shall not be personally liable for obligations of the Trust, that the Undivided
Interests represented by the Certificates shall be non-assessable for any losses
or expenses of the Trust or for any reason whatsoever, and that Certificates
upon authentication thereof by the Trustee pursuant to Sections 2.1 and 6.2 are
and shall be deemed fully paid.

                  Section XIII.9 Further Assurances. The Transferor and the
Servicer agree to do and perform, from time to time, any and all acts and to
execute any and all further instruments required or reasonably requested by the
Trustee more fully to effect the purposes of this Agreement, including, without
limitation, the execution of any financing statements or continuation statements
relating to the Receivables for filing under the provisions of the Uniform
Commercial Code of any applicable jurisdiction.

                  Section XIII.10 No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Trustee, any Credit
Enhancement Provider or the Investor Certificateholders, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privileges provided by law.

                  Section XIII.11 Counterparts. This Agreement may be executed
in two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.

                  Section XIII.12 Third-Party Beneficiaries. This Agreement will
inure to the benefit of and be binding upon the parties hereto, the
Certificateholders and, to the extent provided in the related Supplement, to the
Credit Enhancement Provider named therein, and their respective successors and
permitted assigns. Except as otherwise provided in this Article XIII, no other
Person will have any right or obligation hereunder.

                  Section XIII.13  Actions by Certificateholders.

                  (a) Wherever in this Agreement a provision is made that an
action may be taken or a notice, demand or instruction given by Investor
Certificateholders, such action, notice or instruction may be taken or given by
any Investor



                                      112
<PAGE>

Certificateholder, unless such provision requires a specific percentage of
Investor Certificateholders.

                  (b) Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Certificateholder shall bind such
Certificateholder and every subsequent holder of such Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or omitted to be done by the Trustee or the Servicer
in reliance thereon, whether or not notation of such action is made upon such
Certificate.

                  Section XIII.14 Rule 144A Information. For so long as any of
the Investor Certificates of any Series or any Class are "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act, each of the
Transferor, the Servicer, the Trustee and the Enhancement Provider for such
Series agree to cooperate with each other to provide to any Investor
Certificateholders of such Series or Class and to any prospective purchaser of
Certificates designated by such an Investor Certificateholder upon the request
of such Investor Certificateholder or prospective purchaser, any information
required to be provided to such holder or prospective purchaser to satisfy the
condition set forth in Rule 144A(d)(4) under the Securities Act.

                  Section XIII.15 Merger and Integration. Except as specifically
stated otherwise herein, this Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

                  Section XIII.16 Headings. The headings herein are for purposes
of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.

                              [End of Article XIII]







                                      113
<PAGE>

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

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


                                By: /s/ Keith Schuck
                                   ---------------------------------------------
                                   Name:  Keith Schuck
                                   Title: Vice President


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


                                By: /s/ Patrick Margey
                                   ---------------------------------------------
                                   Name:  Patrick Margey
                                   Title:


                                THE BANK OF NEW YORK,
                                   Trustee


                                By: /s/ Eva Aryeetey
                                   ---------------------------------------------
                                   Name:  Eva Aryeetey
                                   Title: Assistant Treasurer