ASSIGNMENT No. 5 OF RECEIVABLES IN ADDITIONAL
ACCOUNTS, dated as of April 1, 1998, by and between CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national
banking corporation organized and existing under the laws
of the United States of America ("Chase USA"), and THE
BANK OF NEW YORK, a banking corporation organized and
existing under the laws of the State of New York (the
"Trustee") pursuant to the Pooling and Servicing Agree
ment referred to below.
W I T N E S S E T H:
WHEREAS, Chase USA, as Transferor on and after
June 1, 1996, The Chase Manhattan Bank, as Transferor
prior to June 1, 1996 and as Servicer, and the Trustee
are parties to the Second Amended and Restated Pooling
and Servicing Agreement, dated as of September 1, 1996
(hereinafter as such agreement may have been, or may from
time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing
Agreement, Chase USA wishes to designate Additional Ac
counts of Chase USA to be included as Accounts and to
convey the Receivables of such Additional Accounts,
whether now existing or hereafter created, to the Trust
as part of the corpus of the Trust (as each such term is
defined in the Pooling and Servicing Agreement); and
WHEREAS, the Trustee is willing to accept such
designation and conveyance subject to the terms and
conditions hereof;
NOW, THEREFORE, Chase USA and the Trustee
hereby agree as follows:
1. Defined Terms. All terms defined in
the Pooling and Servicing Agreement and used herein
shall have such defined meanings when used herein,
unless otherwise defined herein.
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"Addition Date" shall mean, with respect
to the Additional Accounts designated hereby, April
1, 1998.
"Notice Date" shall mean, with respect to
the Additional Accounts designated hereby, March 18,
1998.
2. Designation of Additional Accounts.
Chase USA shall deliver to the Trustee not later
than five Business Days after the Addition Date, a
computer file or microfiche list containing a true
and complete list of each MasterCard and VISA ac
count which as of the Addition Date shall be deemed
to be an Additional Account, such accounts being
identified by account number and by the amount of
Receivables in such accounts as of the close of
business on the Addition Date. Such list shall be
delivered five Business Days after the date of this
Agreement and shall be marked as Schedule 1 to this
Assignment and, as of the Addition Date, shall be
incorporated into and made a part of this Assign
ment.
3. Conveyance of Receivables.
A. Chase USA does hereby transfer, as
sign, set-over and otherwise convey to the Trust for
the benefit of the Certificateholders, without
recourse on and after the Addition Date, all right,
title and interest of Chase USA in and to the Re
ceivables now existing and hereafter created in the
Additional Accounts designated hereby, all monies
due or to become due with respect thereto (including
all Finance Charge Receivables) and all proceeds of
such Receivables, Recoveries, Interchange, Insurance
Proceeds relating to such Receivables and the pro
ceeds of any of the foregoing.
B. In connection with such transfer,
Chase USA agrees to record and file, at its own ex
pense, a financing statement with respect to the
Receivables now existing and hereafter created in
the Additional Accounts designated hereby (which may
be a single financing statement with respect to all
such Receivables) for the transfer of accounts as
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defined in Section 9-106 of the UCC as in effect in
the State of New York meeting the requirements of
applicable state law in such manner and such juris
dictions as are necessary to perfect the assignment
of such Receivables to the Trust, and to deliver a
file-stamped copy of such financing statement or
other evidence of such filing (which may, for pur
poses of this Section 3, consist of telephone con
firmation of such filing) to the Trustee on or prior
to the date of this Agreement.
C. In connection with such transfer,
Chase USA further agrees, at its own expense, on or
prior to the date of this Assignment to indicate in
its computer files that Receivables created in
connection with the Additional Accounts designated
hereby have been transferred to the Trust pursuant
to this Assignment for the benefit of the Certifi
cateholders.
D. Chase USA hereby grants to the Trustee
a security interest in all of Chase USA's right,
title and interest in, to and under the Receivables
now existing and hereafter created in the Additional
Accounts designated hereby, all monies due or to
become due with respect to such Receivables, Insur
ance Proceeds relating to such Receivables, Recover
ies, Interchange and the proceeds to any of the
foregoing to secure a loan in an amount equal to the
unpaid principal amount of the Investor Certificates
issued or to be issued pursuant to the Pooling and
Servicing Agreement and the interests accrued at the
related Certificate Rates, and this Agreement shall
constitute a security agreement under applicable
law.
4 Acceptance by Trustee. The Trustee
hereby acknowledges its acceptance on behalf of the
Trust for the benefit of the Certificateholders of
all right, title and interest previously held by
Chase USA in and to the Receivables now existing and
hereafter created, and declares that it shall main
tain such right, title and interest, upon the Trust
herein set forth, for the benefit of all Certifi
cateholders.
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5. Representations and Warranties of
Chase USA. Chase USA hereby represents and warrants
to the Trust as of the Addition Date:
A. Legal, Valid and Binding Obligation.
This Assignment constitutes a legal, valid and
binding obligation of Chase USA enforceable
against Chase USA in accordance with its terms,
except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganiza
tion, moratorium or other similar laws now or
hereafter in effect affecting the enforcement
of creditors' rights in general and the rights
of creditors of banking associations and except
as such enforceability may be limited by gener
al principles of equity (whether considered in
a suit at law or in equity).
B. Eligibility of Accounts and Receiv
ables. Each Additional Account designated
hereby is an Eligible Account and each Receiv
able in such Additional Account is an Eligible
Receivable.
C. Selection Procedures. No selection
procedures believed by Chase USA to be materi
ally adverse to the interests of the Investor
Certificateholders were utilized in selecting
the Additional Accounts designated hereby from
the available Eligible Accounts in the Bank
Portfolio.
D. Insolvency. Chase USA is not insol
vent and, after giving effect to the conveyance
set forth in Section 3 of this Assignment, will
not be insolvent.
E. Security Interest. This Assignment
constitutes either: (i) a valid transfer and
assignment to the Trust of all right, title and
interest of Chase USA in and to Receivables now
existing and hereafter created in the Addition
al Accounts designated hereby, and all proceeds
(as defined in the UCC) of such Receivables and
Insurance Proceeds relating thereto, and such
Receivables and any proceeds thereof and Insur
ance Proceeds relating thereto will be held by
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the Trust free and clear of any Lien of any
Person claiming through or under Chase USA or
any of its Affiliates except for (x) Liens
permitted under subsection 2.5(b) of the Pool
ing and Servicing Agreement, (y) the interest
of the holder of the Transferor Certificate and
(z) Chase USA's right to receive interest ac
cruing on, and investment earnings in respect
of, the Finance Charge Account and the Princi
pal Account as provided in the Pooling and
Servicing Agreement; or (ii) a grant of a secu
rity interest (as defined in the UCC) in such
property to the Trust, which is enforceable
with respect to existing Receivables of the
Additional Accounts, the proceeds (as defined
in the UCC) thereof and Insurance Proceeds re
lating thereto, upon the conveyance of such Re
ceivables to the Trust, and which will be en
forceable with respect to the Receivables
thereafter created in respect of Additional
Accounts designated hereby, the proceeds (as
defined in the UCC) thereof and Insurance Pro
ceeds relating thereto, upon such creation; and
(iii) if this Assignment constitutes the grant
of a security interest to the Trust in such
property, upon the filing of a financing state
ment described in Section 3 of this Assignment
with respect to the Additional Accounts desig
nated hereby and in the case of the Receivables
of such Additional Accounts thereafter created
and the proceeds (as defined in the UCC) there
of, and Insurance Proceeds relating to such Re
ceivables, upon such creation, the Trust shall
have a first priority perfected security inter
est in such property (subject to Section 9-306
of the UCC as in effect in the State of Dela
ware), except for Liens permitted under subsec
tion 2.5(b) of the Pooling and Servicing Agree
ment.
F. Breach of Representations and Warran
ties. The provision set forth in Section
2.4(d) of the Pooling and Servicing Agreement
shall be applicable to any breach of the repre
sentations and warranties of this Section 5
with respect to any Receivable.
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6. Conditions Precedent. The acceptance
by the Trustee set forth in Section 4 and the amend
ment of the Pooling and Servicing Agreement set
forth in Section 7 are subject to the satisfaction,
on or prior to the Addition Date, of the following
conditions precedent:
A. Officer's Certificate. Chase USA
shall have delivered to the Trustee a certifi
cate of a Vice President or more senior officer
substantially in the form of Schedule 2 hereto,
certifying that (i) all requirements set forth
in Section 2.6 of the Pooling and Servicing
Agreement for designating Additional Accounts
and conveying the Principal Receivables of such
Account, whether now existing or hereafter
created, have been satisfied and (ii) each of
the representations and warranties made by
Chase USA in Section 5 is true and correct as
of the Addition Date. The Trustee may conclu
sively rely on such Officer's Certificate,
shall have no duty to make inquiries with re
gard to the matters set forth therein, and
shall incur no liability in so relying.
B. Opinion of Counsel. Chase USA
shall have delivered to the Trustee an Opinion
of Counsel with respect to the Additional Ac
counts designated hereby substantially in the
form of Exhibit E to the Pooling and Servicing
Agreement.
C. Additional Information. Chase
USA shall have delivered to the Trustee such
information as was reasonably requested by the
Trustee to satisfy itself as to the accuracy of
the representation and warranty set forth in
subsection 5(d) to this Agreement.
7. Amendment of the Pooling and Servic
ing Agreement. The Pooling and Servicing Agreement
is hereby amended to provide that all references
therein to the "Pooling and Servicing Agreement," to
"this Agreement" and "herein" shall be deemed from
and after the Addition Date to be a dual reference
to the Pooling and Servicing Agreement as supple
mented by this Assignment and by Assignment No.-1 of
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Receivables in Additional Accounts, dated as of July
1, 1996, Assignment No. 2 of Receivables in Addi
tional Accounts, dated as of September 1, 1996,
Assignment No.3 of Receivables in Additional Ac
counts, dated as of December 1, 1997, Assignment No.
4 of Receivables in Additional Accounts, dated as of
February 1, 1998, Reassignment No.-1 of Receivables
in Removed Accounts, dated as of September 30, 1997
and Reassignment No. 2 of Receivables in Removed
Accounts, dated as of December 1, 1997. Except as
expressly amended hereby, all of the representa
tions, warranties, terms, covenants and conditions
to the Pooling and Servicing Agreement shall remain
unamended and shall continue to be, and shall re
main, in full force and effect in accordance with
its terms and except as expressly provided herein
shall not constitute or be deemed to constitute a
waiver of compliance with or a consent to noncompli
ance with any term or provisions of the Pooling and
Servicing Agreement.
8. Counterparts. This Assignment may be
executed in two or more counterparts (and by differ
ent parties on separate counterparts), each of which
shall be an original, but all of which together
shall constitute one and the same instrument.
9. 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.
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IN WITNESS WHEREOF, the undersigned have caused
this Assignment of Receivables in Additional Accounts to
be duly executed and delivered by their respective duly
authorized officers on the day and year first above
written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By:________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:________________________
Name:
Title:
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Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS
[a list of the Additional Accounts was delivered to
the Trustee in the form of a computer file]
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