EXHIBIT A
TO EXHIBIT 4.1
TRANSFEROR CERTIFICATE
No. 1 One Unit
CHEMICAL MASTER CREDIT CARD TRUST I
ASSET BACKED CERTIFICATE
THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY BE SOLD ONLY
PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF
THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING
AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE
UPON WRITTEN REQUEST.
This Certificate represents an
Undivided Interest in the
Chemical Master Credit Card Trust I
Evidencing an Undivided Interest in a trust, the corpus of which consists of
a portfolio of MasterCard and VISA<F1> credit card receivables generated
or acquired by The Chase Manhattan Bank (USA) and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.
(Not an interest in or an obligation of Chemical Bank or The Chase Manhattan
Bank (USA) or any Affiliate thereof.)
This certifies that The Chase Manhattan Bank (USA) (the "Holder")
is the registered owner of an undivided interest in a trust (the "Trust"),
the corpus of which consists of a portfolio of receivables (the "Receiv-
ables") now existing or hereafter created under selected MasterCard and VISA
credit card accounts (the "Accounts") of The Chase Manhattan Bank (USA) (the
"Transferor"), a banking corporation organized and existing under the laws of
the State of Delaware, all monies due or to become due in payment of the
Receivables (including all Finance Charge Receivables), all proceeds of such
Receivables and Insurance Proceeds relating to the Receivables, the other
assets and interests constituting the Trust and the proceeds thereof pursuant
to an Amended and Restated Pooling and Servicing Agreement dated as of June
1, 1996, as supplemented by any Supplement relating to a Series of Investor
Certificates (the "Pooling and Servicing Agreement"), by and between Chemical
Bank, as Transferor prior to June 1, 1996 and Servicer, The Chase Manhattan
Bank (USA), as Transferor on and after June 1, 1996, and The Bank of New
York, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein.
____________________
[FN]
<F1> MasterCard and VISA are registered trademarks of MasterCard
International Inc. and of VISA U.S.A., Inc., respectively.
To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Holder by virtue of
the acceptance hereof assents and by which the Holder is bound.
This Certificate has not been registered or qualified under the
Securities Act of 1933, as amended, or any state securities law. No sale,
transfer or other disposition of this Certificate shall be permitted other
than in accordance with the provisions of Section 6.3, 6.9 or 7.2 of the
Pooling and Servicing Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and of amounts advanced to
cardholders as cash advances, and of Finance Charge Receivables which arise
generally from Periodic Finance Charges and other fees and charges, as more
fully specified in the Pooling and Servicing Agreement.
This Certificate is the Transferor Certificate (the "Certificate"),
which represents an Undivided Interest in the Trust, including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement to be paid to the Holder of
the Transferor Certificate. The aggregate interest represented by this
Certificate in the Principal Receivables in the Trust shall not at any time
exceed the Transferor Interest at such time. In addition to this Cer-
tificate, Series of Investor Certificates will be issued to investors
pursuant to the Pooling and Servicing Agreement, each of which will represent
an Undivided Interest in the Trust. This Certificate shall not represent any
interest in the Investor Accounts, any Series Accounts or any Credit
Enhancement, except to the extent provided in the Pooling and Servicing
Agreement. The Transferor Interest on any date of determination will be an
amount equal to 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 applica-
ble 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.
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 (except as provided below and except as provided in
any Supplement to the Pooling and Servicing Agreement). Unless otherwise
stated in any Supplement, throughout the existence of the Trust, the Servicer
shall allocate to the Holder of the 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. Notwithstand-
ing the first sentence of this paragraph, the Servicer need not deposit this
amount or any other amounts so allocated to the Certificate pursuant to the
Pooling and Servicing Agreement into the Collection Account and shall pay, or
be deemed to pay, such amounts as collected to the Holder of the Certificate.
Chemical Bank, as Servicer, is entitled to receive as servicing
compensation a monthly servicing fee. The portion of the servicing fee which
will be allocable to the Holder of the Certificate pursuant to the Pooling
and Servicing Agreement will be payable by the Holder of the Certificate and
neither the Trust nor the Trustee or the Investor Certificateholders will
have any obligations to pay such portion of the servicing fee.
This Certificate does not represent an obligation of, or any
interest in, the Transferor or the Servicer, and neither the Certificates nor
the Accounts or Receivables are insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency. This Certificate is
limited in right of payment to certain Collections respecting the
Receivables, all as more specifically set forth hereinabove and in the Pool-
ing and Servicing Agreement.
Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Certificate (without recourse, representation or warranty) all
right, title and interest of the Trust in the Receivables, whether then
existing or thereafter created, all monies due or to become due with respect
thereto (including all accrued interest theretofore posted as Finance Charge
Receivables) and all proceeds thereof and Insurance Proceeds relating thereto
and Interchange allocable to the Trust pursuant to any Supplement, except for
amounts held by the Trustee pursuant to Section 12.3(b) of the Pooling and
Servicing Agreement. 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 Certificate to vest in such Holder
all right, title and interest which the Trustee had in the Receivables.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, The Chase Manhattan Bank (USA) has caused this
Certificate to be duly executed under its official seal.
THE CHASE MANHATTAN BANK (USA)
By:_______________________
Authorized Officer
Date:
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Transferor Certificate referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Trustee
By:______________________
Authorized Officer
EXHIBIT B
TO EXHIBIT 4.1
FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS
ASSIGNMENT No. _____ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated
as ___________ __, by and between The Chase Manhattan Bank (USA), a banking
corporation organized and existing under the laws of the State of Delaware
("Chase USA"), to 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 Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Chase USA, Chemical Bank and the Trustee are parties to
the Amended and Restated Pooling and Servicing Agreement, dated as of June 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 Accounts 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.
"Addition Date" shall mean, with respect to the Additional
Accounts designated hereby, ___________, ____.
"Notice Date" shall mean, with respect to the Additional
Accounts designated hereby, __________, ____ (which shall be a date on
or prior to the fifth Business Day prior to the Addition Date with
respect to additions pursuant to subsection 2.6(a) of the Pooling and
Servicing Agreement and the tenth Business Day prior to the Addition
Date with respect to additions pursuant to subsection 2.6(b) of the
Pooling and Servicing Agreement).
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 account which as of the Addi-
tion 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
Assignment.
3. Conveyance of Receivables. (a) Chase USA does hereby
transfer, assign, 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
Receivables now existing and hereafter created in the Additional Ac-
counts designated hereby, all monies due or to become due with respect
thereto (including all Finance Charge Receivables) and all proceeds of
such Receivables, Insurance Proceeds relating to such Receivables and
the proceeds thereof.
(b) In connection with such transfer, Chase USA agrees to
record and file, at its own expense, 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
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 jurisdictions 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
purposes of this Section 3, consist of telephone confirmation 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.
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 maintain such right, title and interest, upon
the Trust herein set forth, for the benefit of all Certificateholders.
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, reorganization, 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 general
principles of equity (whether considered in a suit at law or in
equity).
(b) Eligibility of Accounts and Receivables. 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 materially adverse to the interests of the
Investor Certificateholders were utilized in selecting the Addi-
tional Accounts designated hereby from the available Eligible Ac-
counts in the Bank Portfolio.
(d) Insolvency. Chase USA is not insolvent 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 Additional Accounts designated hereby,
and all proceeds (as defined in the UCC as in effect in the State
of New York) 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 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 Pooling and Servicing Agreement, (y) the
interest of the holder of the Transferor Certificate and (z) Chase
USA's right to receive interest accruing on, and investment earn-
ings in respect of, the Finance Charge Account and the Principal
Account as provided in the Pooling and Servicing Agreement; or (ii)
a grant of a security interest (as defined in the UCC as in effect
in the State of New York) 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 as in effect in the
State of New York) 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 designated hereby, the
proceeds (as defined in the UCC as in effect in the State of New
York) thereof and Insurance Proceeds 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 statement described in Section 3 of this Assignment
with respect to the Additional Accounts designated hereby and in
the case of the Receivables of such Additional Accounts thereafter
created and the proceeds (as defined in the UCC as in effect in the
State of New York) thereof, and Insurance Proceeds relating to such
Receivables, upon such creation, the Trust shall have a first
priority perfected security interest in such property (subject to
Section 9-306 of the UCC as in effect in the State of New York),
except for Liens permitted under subsection 2.5(b) of the Pooling
and Servicing Agreement.
6. Conditions Precedent. The acceptance by the Trustee set
forth in Section 4 and the amendment of the Pooling and Servicing Agree-
ment 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 certificate 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 con-
clusively 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.
(b) Opinion of Counsel. Chase USA shall have delivered to
the Trustee an Opinion of Counsel with respect to the Additional
Accounts 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 Servicing 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. Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions to the
Pooling and Servicing Agreement shall remain unamended and shall contin-
ue to be, and shall remain, 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
noncompliance 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 different 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, AND WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE
IMMUNITY AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF
THE TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
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.
THE CHASE MANHATTAN BANK (USA)
By:________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:________________________
Name:
Title:
Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS
Schedule 2
to Assignment of
Receivables in
Additional Accounts
The Chase Manhattan Bank (USA)
Chemical Master Credit Card Trust I
Officer's Certificate
__________________________, a duly authorized officer of The Chase
Manhattan Bank (USA), a banking corporation organized and existing under the
laws of the State of Delaware, ("Chase USA"), hereby certifies and acknowl-
edges on behalf of Chase USA that to the best of his knowledge the following
statements are true on ____________, ____, (the "Addition Date"), and
acknowledges on behalf of Chase USA that this Officer's Certificate will be
relied upon by The Bank of New York, as Trustee (the "Trustee") of the Chemi-
cal Master Credit Card Trust I in connection with the Trustee entering into
Assignment No. ______ of Receivables in Additional Accounts, dated as of the
Addition Date (the "Assignment"), by and between Chase USA and the Trustee,
in connection with the Amended and Restated Pooling and Servicing Agreement,
dated as of June 1, 1996, as heretofore supplemented and amended (the "Pool-
ing and Servicing Agreement") pursuant to which Chemical, as Transferor prior
to June 1, 1996 and Servicer, Chase USA as Transferor on and after June 1,
1996 and the Trustee are parties. The undersigned hereby certifies and ac-
knowledges on behalf of Chase USA that:
(a) On or prior to the Addition Date, Chase USA has delivered to
the Trustee the Assignment (including an acceptance by the Trustee on behalf
of the Trust for the benefit of the Investor Certificateholders) and Chase
USA has 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 after the Addition Date Chase USA shall deliver
to the Trustee a computer file or microfiche list containing a true and
complete list of all Additional Accounts identified by 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
the Pooling and Servicing Agreement.
(b) Legal, Valid and Binding Obligation. The 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, reorganization, mora-
torium 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
general principles of equity (whether considered in a suit at law or in
equity).
(c) Eligibility Of Accounts. Each Additional Account designated
pursuant to the Assignment is an Eligible Account and each Receivable in such
Additional Account is an Eligible Receivable.
(d) Selection Procedures. No selection procedures believed by
Chase USA to be materially 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.
(e) Insolvency. Chase USA is not insolvent and, after giving
effect to the conveyance set forth in Section 3 of the Assignment, will not
be insolvent.
(f) Security Interest. The 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
Additional Accounts designated pursuant to the Assignment, and all proceeds
(as defined in the UCC as in effect in the State of New York) of such Receiv-
ables and Insurance Proceeds relating thereto, and such Receivables and any
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) of the Pooling and Servicing Agreement, (y) the interest of
Chase USA as holder of the Transferor Certificate and (z) Chase USA's right
to receive interest accruing on, and investment earnings in respect of, the
Finance Charge Account and the Principal Account as provided in the Pooling
and Servicing Agreement and any Supplement; or (ii) a grant of a security
interest (as defined in the UCC as in effect in the State of New York) in
such property to the Trust, which is enforceable with respect to the existing
Receivables of the Additional Accounts designated pursuant to the Assignment,
the proceeds (as defined in the UCC as in effect in the State of New York)
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 designated
pursuant to the Assignment, the proceeds (as defined in the UCC as in effect
in the State of New York) thereof and Insurance Proceeds relating thereto,
upon such creation; and (iii) if the Assignment constitutes the grant of a
security interest to the Trust in such property, upon the filing of a
financing statement described in Section 3 of the Assignment with respect to
the Additional Accounts designated pursuant to the Assignment and in the case
of the Receivables of such Additional Accounts thereafter created and the
proceeds (as defined in the UCC as in effect in the State of New York)
thereof, and Insurance Proceeds relating to such Receivables, upon such
creation, the Trust shall have a first priority perfected security interest
in such property (subject to Section 9-306 of the UCC as in effect in the
State of New York), except for Liens permitted under subsection 2.5(b) of the
Pooling and Servicing Agreement.
(g) Requirements of Pooling and Servicing Agreement. 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 Accounts, whether now existing or hereafter created, have been
satisfied.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day
of___________, ____.
THE CHASE MANHATTAN BANK
(USA)
By:________________________
Name:
Title:
EXHIBIT C
TO EXHIBIT 4.1
FORM OF MONTHLY SERVICER'S CERTIFICATE
Chemical Bank
________________________________________
CHEMICAL MASTER CREDIT CARD TRUST I
________________________________________
1. Capitalized terms used in this Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement;
provided, that the "preceding Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this Certificate is
delivered. This Certificate is delivered pursuant to subsection 3.4(b) of
the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of
the Pooling and Servicing Agreement.
2. Chemical is Servicer under the Pooling and Servicing Agreement.
3. The undersigned is a Servicing Officer.
4. The date of this Certificate is a Determination Date under the
Pooling and Servicing.
5. The aggregate amount of Collections processed
during the preceding Monthly Period was equal to (excluding
Annual Membership Fees and Interchange) . . . . . . . . . . $_________
6. The Aggregate Investor Percentage of Receiv-
ables processed by the Servicer during the preceding Monthly
Period was equal to . . . . . . . . . . . . . . . . . . . $_________
7. The Aggregate Investor Percentage of Col-
lections of Finance Charge Receivables processed by the
Servicer during the preceding Monthly Period was equal to
(excluding Annual Membership Fees and Interchange) . . . . $_________
8. The aggregate amount of Receivables processed
by the Servicer as of the end of the last day of the
preceding Monthly Period . . . . . . . . . . . . . . . . . $_________
9. Of the balance on deposit in the Finance
Charge Account, the amount attributable to the Aggregate
Investor Percentage of Collections processed by the Servicer
during the preceding Monthly Period . . . . . . . . . . . . $_________
10. Of the balance on deposit in the Principal
Account, the amount attributable to the Aggregate Investor
Percentage of Collections processed by the Servicer during
the preceding Monthly Period . . . . . . . . . . . . . . . $_________
11. The aggregate amount, if any, of withdrawals,
drawings or payments under any Credit Enhancement, if any,
required to be made with respect to any Series outstanding
for the preceding Monthly Period . . . . . . . . . . . . . $_________
12. The Aggregate Investor Percentage of
Collections of Principal Receivables processed by the
Servicer during the current month is equal to . . . . . . . $_________
13. The amount equal to the Aggregate Investor
Percentage of Annual Membership Fees deposited to the
Finance Charge Account or any Series Account on or before
the Transfer Date during the current month is equal to . . $_________
14. The aggregate amount of Interchange to be
deposited in the Finance Charge Account on the Transfer Date
of the current month is equal to . . . . . . . . . . . . . $_________
15. The aggregate amount of all sums payable to
the Investor Certificateholder of each Series on the suc-
ceeding Distribution Date with respect to Certificate
Principal . . . . . . . . . . . . . . . . . . . . . . . . . $_________
16. The aggregate amount of all sums payable to
the Investor Certificateholder of each Series on the suc-
ceeding Distribution Date with respect to Certificate Inter-
est . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_________
17. To the knowledge of the undersigned, there are no Liens on any
Receivables in the Trust except as described below:
[If applicable, insert "None."]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this ____ day of __________, ____.
CHEMICAL BANK,
Servicer
By:________________________
Name:
Title:
Schedule to Monthly
Servicer's Certificate<F1>
Chemical Bank
________________________________________
CHEMICAL MASTER CREDIT CARD TRUST I
________________________________________
____________________
[FN]
<F1> A separate schedule is to be attached for each Series, with appropriate
changes and additions to reflect the specifics of the related Series
Supplement.
EXHIBIT D
TO EXHIBIT 4.1
FORM OF ANNUAL SERVICER'S CERTIFICATE
Chemical Bank
CHEMICAL MASTER CREDIT CARD TRUST I
The undersigned, a duly authorized representative of CHEMICAL BANK,
a banking corporation organized and existing under the laws of the State of
New York ("Chemical"), as Servicer pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of June 1, 1996 (the "Pooling and
Servicing Agreement") by and among Chemical, The Chase Manhattan Bank (USA)
and The Bank of New York, as trustee (the "Trustee") does hereby certify
that:
1. Chemical is Servicer under the Pooling and Servicing
Agreement.
2. The undersigned is duly authorized pursuant to the Pooling
and Servicing Agreement to execute and deliver this Certificate to the
Trustee.
3. This Certificate is delivered pursuant to Section 3.5 of
the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer during [the
period from the Closing date until December 31, 1996] or [the twelve--
month period ended December 31, ] was conducted under the supervision
of the undersigned.
5. Based on such review, the Servicer has, to the best of the
knowledge of the undersigned, fully performed all its obligations under
the Pooling and Servicing Agreement throughout such period and no
default in the performance of such obligations has occurred or is
continuing except as set forth in paragraph 6 below.
6. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of the
Pooling and Servicing Agreement, including any Supplement, known to the
undersigned to have been made during such period which sets forth in
detail (i) the nature of each such default, (ii) the action taken by the
Servicer, if any, to remedy each such default and (iii) the current
status of each such default:
[If applicable, insert "None."]
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of ____________, ____.
By: ____________________________
Name:
Title: Vice President
EXHIBIT E
TO EXHIBIT 4.1
FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS
PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL
TO BE DELIVERED PURSUANT TO SECTION 2.6(c)(vi)
OF THE POOLING AND SERVICING AGREEMENT
The opinions set forth below may be subject to certain
qualifications, assumptions, limitations and exceptions taken or made in the
opinion of Transferor's counsel with respect to similar matters delivered on
the Closing Date.
The Assignment has been duly authorized, executed and
delivered by the Transferor and constitutes the legal, valid and binding
agreement of the Transferor, enforceable against the Transferor in accordance
with its terms subject to the effects of bankruptcy, insolvency, liquidation,
receivership, conservatorship, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.
If the transfer of the Receivables in the Additional Accounts
designated in the Assignment to the Trust pursuant to the Pooling and
Servicing Agreement constitutes a true sale of such Receivables to the Trust:
With respect to such Receivables in existence on the date
hereof, such sale transfers all of the right, title and interest of
the Transferor in and to such Receivables and the proceeds thereof
to the Trust, free and clear of any liens now existing (other than
existing liens as to which a filing under the Code is not required
to perfect such liens) or hereafter created but subject to the
rights of the Transferor as holder of the Transferor Certificate.
With respect to such Receivables which come into
existence after the date hereof, upon the creation of such Receiv-
ables, such sale will transfer all of the right, title and interest
of the Transferor in and to such Receivables and the proceeds
thereof to the Trust free and clear of any liens other than liens
which are in existence on the date of such transfer ("Intervening
Liens") but subject to the rights of the Transferor as holder of
the Transferor Certificate. Any such Intervening Liens would be
subject to the prior perfected security interest in favor of the
Trustee as set forth in paragraph 3 below.
In either case, no further action will thereafter be required under New
York or federal law to protect the Trust's ownership interest in such
Receivables against creditors of, or subsequent purchasers from, the
Transferor. We note, however, that unless the obligor in respect of a
Receivable has received notice of such assignment, bona fide payments
made by such obligor to a second assignee of such Receivable will
discharge such obligor's obligations to the extent of such payment, and
such payment will be recoverable only from such second assignee.
If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement as supplemented by the Assignment does
not constitute a true sale of such Receivables to the Trust, then the Pooling
and Servicing Agreement creates a valid security interest in favor of the
Trustee, for the benefit of the Investor Certificateholders in the
Transferor's right, title and interest in and to such Receivables and the
proceeds thereof. If the transfer of such Receivables to the Trust
constitutes a true sale of such Receivables to the Trust but such sale is not
effective as of such date to convey Receivables not existing on such date,
the Pooling and Servicing Agreement as supplemented by the Assignment creates
a valid security interest in favor of the Trustee, for the benefit of the
Investor Certificateholders, in the Transferor's interest in such Receivables
and the proceeds thereof to the extent such interest is not so conveyed to
the Trust. In either event, such security interest constitutes a perfected
security interest in such Receivables subject to no prior or equal liens,
enforceable as such against creditors of, and purchasers from, the Transferor
and the FDIC as conservator or receiver for the Transferor, except:
(i) as enforceability may be subject to (A) the right of the FDIC,
as receiver for the Transferor, to enforce the Pooling and Ser-
vicing Agreement, notwithstanding any provision thereof providing
for termination, default, acceleration, or exercise of rights upon,
or solely by reason of, insolvency or the appointment of a
conservator or receiver, (B) the FDIC's authority, as receiver for
the Transferor, to transfer any asset or liability of the
Transferor to another depository institution, (C) the statutory
prohibition on any attachment or execution being issued by any
court upon assets in the possession of the FDIC as receiver for the
Transferor, (D) the right of the FDIC to obtain a stay, for a
period not to exceed 90 days, in any judicial action or proceeding
to which the Transferor is a party and (E) the right of the FDIC,
as receiver for the Transferor, to require a secured party to
establish its right to payments by submitting to and completing the
claims procedure established by the Financial Institutions Reform,
Recovery and Enforcement Act of 1989;
(ii) as perfection may be limited (A) with respect to any such
Receivables which are evidenced by instruments (as defined in Sec-
tion 9-105(l)(i) of the Code) which are not in the possession of
the Trustee; and (B) in the case of proceeds, by Section 9-306 of
the Code; and
(iii) as priority may be subject to (A) any liens, claims or other
interests that arise by operation of law and do not require any
filing or similar action in order to take priority over a perfected
security interest; (B) any claim or lien in favor of the United
States, any state or any agency or instrumentality thereof
(including, without limitation, liens arising under the federal,
state or local tax laws or under the Employee Retirement Income
Security Act of 1974, as amended); (C) the security interest of any
Person claiming any portion of the collateral as proceeds (other
than Receivables in which the Trustee has a prior lien) of such
Person's security interest or (D) the security interest of any
Person previously perfected without filing or the taking of
possession pursuant to Section 9-304(4) of the UCC; (E) liens under
Section 4-208 of the Code (relating to the security interest of a
collecting bank); (F) with respect to any Receivables represented
by chattel paper (and proceeds thereof), the interest of a pur-
chaser of such chattel paper under Section 9-308 of the Code; and
(G) a claim by the FDIC or any other receiver or conservator of the
Transferor for administrative expenses. Such perfection and
priority of the security interest of the Trustee for the benefit of
the Investor Certificateholders would not be affected by an
increase or a decrease in the relative interests in the Receivables
of the Transferor as holder of the Transferor Certificate and the
Investor Certificateholders.
In addition, in connection with the opinions set forth in paragraph
2 and this paragraph 3, no opinion is expressed herein with respect to
Receivables or the proceeds thereof other than the Receivables in the Addi-
tional Accounts designated by the Assignment and the proceeds thereof. No
opinion is expressed herein with respect to the perfection, priority or
enforceability of the Trust's interest in proceeds of the Receivables except
to the extent such proceeds consist of either (1) identifiable cash proceeds
held in the Collection Account maintained by a Eligible Institution in the
name of the Trust in accordance with the terms of the Pooling and Servicing
Agreement and the Supplements or (2) Permitted Investments held by or on
behalf of the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and the Supplements. We do not express any opinion
herein: (i) as to the creation, validity or enforceability of any interest of
the Transferor in the Receivables or the proceeds thereof, (ii) as to the
Transferor's title to any of the Receivables or the proceeds thereof, (iii)
as to whether the transfer of the Receivables constitutes a true sale or a
grant of a security interest, (iv) as to whether the purported sale of all
Receivables now existing and hereafter created is effective to convey as a
true sale to the Trust, as of the purported date of sale, Receivables which
do not exist as of such date of sale, or as to whether Receivables hereafter
created in an Account are deemed to exist as of the date hereof or (v) as to
whether a court may temporarily restrain the exercise of the Trust's rights
to the Receivables and the proceeds thereof. Further, we point out that
delays in the exercise of the rights and interests of the Trust may occur
with respect to the Receivables and their proceeds in the possession of a
receiver or conservator, regardless of whether the transaction constitutes a
true sale or a secured transaction, by actions unilaterally taken by such
receiver or conservator.
With respect to the opinions expressed in paragraphs 2 and 3, we
note that pursuant to Section 2.1 of the Pooling and Servicing Agreement,
the Transferor has filed the Financing Statements with the Office of the
Secretary of State of the State of New York and the City Register in the
County of New York. In expressing the opinions set forth herein, we have
assumed that in the event that a change in the Transferor's name, identity or
corporate structure makes the Financing Statements seriously misleading
within the meaning of Section 9-402(7) of the New York Uniform Commercial
Code (the "Code"), or the Transferor moves the location of its executive
office outside the State of New York, the Transferor will file such financing
statements or amendments as may be necessary to continue the perfection of
the Trust's interest in the Receivables and the proceeds thereof as required
by Section 13.2 of the Pooling and Servicing Agreement within the time
specified in Section 9-402(7) of the Code or Section 9-103(3)(e) of the Code,
as the case may be.
In expressing the opinions set forth herein, we have relied,
without independent investigation, upon reports received from the Office of
the Secretary of State of the State of New York and the City Register in the
County of New York with respect to financing statements and related filings
and with respect to certain notices of federal government liens, New York
State government tax liens, certain attachment liens and judgment liens with
respect to the Transferor on file with such offices. The effective dates of
the latest of such reports are set forth in Schedule A attached hereto (the
"UCC Report Schedule"). [In addition, with respect to the items identified
on Schedule B attached hereto, we have relied without independent investiga-
tion, on a certificate of an officer of the Transferor attached hereto to the
effect that such items do not represent a lien or security interest on the
Receivables.] [We have assumed that no such filings or notices were made
with respect to the Transferor between the effective time of such reports and
the time of the filing of the Financing Statements. We note that the
Transferor has delivered to us a certificate to the effect of the preceding
sentence.] In the Pooling and Servicing Agreement, the Transferor represents
and warrants that it has good and marketable title to the Receivables free
and clear of all Liens, and we note that the Transferor has delivered to us a
certificate to such effect.
In addition, we call to your attention the fact that if the FDIC
were appointed receiver for the Transferor, the FDIC could repudiate any
contract it determined to be burdensome and the repudiation of which it
determined would promote the orderly administration of the Transferor's
affairs. 12 U.S.C. Section 1821(e)(1), (2). However, Section 1821 provides
that the FDIC's power as receiver to repudiate contracts is not to be
construed to permit the avoidance of a properly perfected security interest
except where such an interest is taken in contemplation of insolvency or with
the intent to hinder, delay, or defraud the institution or the creditors of
the institution. 12 U.S.C. Section 1821(e)(11). We have relied, without
independent verification, upon on a certificate of an officer of the
Transferor (attached hereto as Annex I), to the effect that (i) the
Transferor was not as of the date of transfer of the Receivables, insolvent
or on the verge of insolvency and was not rendered insolvent or on the verge
of insolvency by reason thereof, (ii) the transfer was not made in
contemplation of insolvency and (iii) the transfer was made in good faith and
without the intent to hinder, delay or defraud any of the Transferor's
creditors. In reliance upon the certificate of the Transferor referred to
above, we are of the opinion that the transfer of, or the grant of a security
interest in, the Receivables to the Trust would not be subject to repudiation
by the FDIC.
EXHIBIT F
TO EXHIBIT 4.1
FORM OF ANNUAL OPINION OF COUNSEL
The opinions set forth below, which are to be delivered pursuant to
subsection 13.2(d)(ii) of the Pooling and Servicing Agreement, may be subject
to certain qualifications, assumptions, limitations and exceptions taken or
made in the opinion of counsel to the Transferor with respect to similar
matters delivered on the Closing Date.
1. If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement constitutes a true sale of such
Receivables to the Trust:
a. With respect to such Receivables in existence on the date
hereof, such sale transfers all of the right, title and interest of
the Transferor in and to such Receivables and the proceeds thereof
to the Trust, free and clear of any liens now existing (other than
existing liens as to which a filing under the Code is not required
to perfect such liens) or hereafter created but subject to the
rights of the Transferor as holder of the Transferor Certificate.
b. With respect to such Receivables which come into
existence after the date hereof, upon the creation of such
Receivables, such sale will transfer all of the right, title and
interest of the Transferor in and to such Receivables and the
proceeds thereof to the Trust free and clear of any liens other
than liens which are in existence on the date of such transfer
("Intervening Liens") but subject to the rights of the Transferor
as holder of the Transferor Certificate. Any such Intervening
Liens would be subject to the prior perfected security interest in
favor of the Trustee as set forth in paragraph 3 below.
In either case, no further action will thereafter be required under New
York or federal law to protect the Trust's ownership interest in such
Receivables against creditors of, or subsequent purchasers from, the
Transferor. We note, however, that unless the obligor in respect of a
Receivable has received notice of such assignment, bona fide payments
made by such obligor to a second assignee of such Receivable will
discharge such obligor's obligations to the extent of such payment, and
such payment will be recoverable only from such second assignee.
2. If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement does not constitute a true sale of such
Receivables to the Trust, then the Pooling and Servicing Agreement creates a
valid security interest in favor of the Trustee, for the benefit of the
Investor Certificateholders in the Transferor's right, title and interest in
and to such Receivables and the proceeds thereof. If the transfer of such
Receivables to the Trust constitutes a true sale of such Receivables to the
Trust but such sale is not effective as of such date to convey Receivables
not existing on such date, the Pooling and Servicing Agreement creates a
valid security interest in favor of the Trustee, for the benefit of the
Investor Certificateholders, in the Transferor's interest in such Receivables
and the proceeds thereof to the extent such interest is not so conveyed to
the Trust. In either event, such security interest constitutes a perfected
security interest in such Receivables subject to no prior or equal liens,
enforceable as such against creditors of, and purchasers from, the Transferor
and the FDIC as conservator or receiver for the Transferor, except:
(i) as enforceability may be subject to (A) the right of the FDIC,
as receiver for the Transferor, to enforce the Pooling and Ser-
vicing Agreement, notwithstanding any provision thereof providing
for termination, default, acceleration, or exercise of rights upon,
or solely by reason of, insolvency or the appointment of a
conservator or receiver, (B) the FDIC's authority, as receiver for
the Transferor, to transfer any asset or liability of the
Transferor to another depository institution, (C) the statutory
prohibition on any attachment or execution being issued by any
court upon assets in the possession of the FDIC as receiver for the
Transferor, (D) the right of the FDIC to obtain a stay, for a
period not to exceed 90 days, in any judicial action or proceeding
to which the Transferor is a party and (E) the right of the FDIC,
as receiver for the Transferor, to require a secured party to
establish its right to payments by submitting to and completing the
claims procedure established by the Financial Institutions Reform,
Recovery and Enforcement Act of 1989;
(ii) as perfection may be limited (A) with respect to any such
Receivables which are evidenced by instruments (as defined in Sec-
tion 9-105(l)(i) of the Code) which are not in the possession of
the Trustee; and (B) in the case of proceeds, by Section 9-306 of
the Code; and
(iii) as priority may be subject to (A) any liens, claims or other
interests that arise by operation of law and do not require any
filing or similar action in order to take priority over a perfected
security interest; (B) any claim or lien in favor of the United
States, any state or any agency or instrumentality thereof
(including, without limitation, liens arising under the federal,
state or local tax laws or under the Employee Retirement Income
Security Act of 1974, as amended); (C) the security interest of any
Person claiming any portion of the collateral as proceeds (other
than Receivables in which the Trustee has a prior lien) of such
Person's security interest or (D) the security interest of any
Person previously perfected without filing or the taking of
possession pursuant to Section 9-304(4) of the UCC; (E) liens under
Section 4-208 of the Code (relating to the security interest of a
collecting bank); (F) with respect to any Receivables represented
by chattel paper (and proceeds thereof), the interest of a pur-
chaser of such chattel paper under Section 9-308 of the Code; and
(G) a claim by the FDIC or any other receiver or conservator of the
Transferor for administrative expenses. Such perfection and
priority of the security interest of the Trustee for the benefit of
the Investor Certificateholders would not be affected by an
increase or a decrease in the relative interests in the Receivables
of the Transferor as holder of the Transferor Certificate and the
Investor Certificateholders.
In addition, in connection with the opinions set forth in paragraph
1 and this paragraph 2, no opinion is expressed herein with respect to
Receivables or the proceeds thereof other than the Receivables in the Addi-
tional Accounts designated by the Assignment and the proceeds thereof. No
opinion is expressed herein with respect to the perfection, priority or
enforceability of the Trust's interest in proceeds of the Receivables except
to the extent such proceeds consist of either (1) identifiable cash proceeds
held in the Collection Account maintained by a Eligible Institution in the
name of the Trust in accordance with the terms of the Pooling and Servicing
Agreement and the Supplements or (2) Permitted Investments held by or on
behalf of the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and the Supplements. We do not express any opinion
herein: (i) as to the creation, validity or enforceability of any interest of
the Transferor in the Receivables or the proceeds thereof, (ii) as to the
Transferor's title to any of the Receivables or the proceeds thereof, (iii)
as to whether the transfer of the Receivables constitutes a true sale or a
grant of a security interest, (iv) as to whether the purported sale of all
Receivables now existing and hereafter created is effective to convey as a
true sale to the Trust, as of the purported date of sale, Receivables which
do not exist as of such date of sale, or as to whether Receivables hereafter
created in an Account are deemed to exist as of the date hereof or (v) as to
whether a court may temporarily restrain the exercise of the Trust's rights
to the Receivables and the proceeds thereof. Further, we point out that
delays in the exercise of the rights and interests of the Trust may occur
with respect to the Receivables and their proceeds in the possession of a
receiver or conservator, regardless of whether the transaction constitutes a
true sale or a secured transaction, by actions unilaterally taken by such
receiver or conservator.
With respect to the opinions expressed in paragraphs 1 and 2, we
note that pursuant to Section 2.1 of the Pooling and Servicing Agreement,
the Transferor has filed the Financing Statements with the Office of the
Secretary of State of the State of New York and the City Register in the
County of New York. In expressing the opinions set forth herein, we have
assumed that in the event that a change in the Transferor's name, identity or
corporate structure makes the Financing Statements seriously misleading
within the meaning of Section 9-402(7) of the New York Uniform Commercial
Code (the "Code"), or the Transferor moves the location of its executive
office outside the State of New York, the Transferor will file such financing
statements or amendments as may be necessary to continue the perfection of
the Trust's interest in the Receivables and the proceeds thereof as required
by Section 13.2 of the Pooling and Servicing Agreement within the time
specified in Section 9-402(7) of the Code or Section 9-103(3)(e) of the Code,
as the case may be.
In expressing the opinions set forth herein, we have relied,
without independent investigation, upon reports received from the Office of
the Secretary of State of the State of New York and the City Register in the
County of New York with respect to financing statements and related filings
and with respect to certain notices of federal government liens, New York
State government tax liens, certain attachment liens and judgment liens with
respect to the Transferor on file with such offices. The effective dates of
the latest of such reports are set forth in Schedule A attached hereto (the
"UCC Report Schedule"). [In addition, with respect to the items identified
on Schedule B attached hereto, we have relied without independent investiga-
tion, on a certificate of an officer of the Transferor attached hereto to the
effect that such items do not represent a lien or security interest on the
Receivables.] [We have assumed that no such filings or notices were made
with respect to the Transferor between the effective time of such reports and
the time of the filing of the Financing Statements. We note that the
Transferor has delivered to us a certificate to the effect of the preceding
sentence.] In the Pooling and Servicing Agreement, the Transferor represents
and warrants that it has good and marketable title to the Receivables free
and clear of all Liens, and we note that the Transferor has delivered to us a
certificate to such effect.
In addition, we call to your attention the fact that if the FDIC
were appointed receiver for the Transferor, the FDIC could repudiate any
contract it determined to be burdensome and the repudiation of which it
determined would promote the orderly administration of the Transferor's
affairs. 12 U.S.C. Section 1821(e)(1), (2). However, Section 1821 provides
that the FDIC's power as receiver to repudiate contracts is not to be
construed to permit the avoidance of a properly perfected security interest
except where such an interest is taken in contemplation of insolvency or with
the intent to hinder, delay, or defraud the institution or the creditors of
the institution. 12 U.S.C. Section 1821(e)(11). We have relied, without
independent verification, upon on a certificate of an officer of the
Transferor (attached hereto as Annex I), to the effect that (i) the
Transferor was not as of the date of transfer of the Receivables, insolvent
or on the verge of insolvency and was not rendered insolvent or on the verge
of insolvency by reason thereof, (ii) the transfer was not made in
contemplation of insolvency and (iii) the transfer was made in good faith and
without the intent to hinder, delay or defraud any of the Transferor's
creditors. In reliance upon the certificate of the Transferor referred to
above, we are of the opinion that the transfer of, or the grant of a security
interest in, the Receivables to the Trust would not be subject to repudiation
by the FDIC.
EXHIBIT G
TO EXHIBIT 4.1
FORM OF REASSIGNMENT OF RECEIVABLES
REASSIGNMENT NO. ____ OF RECEIVABLES, dated as of __________ ___,
____, by and between The Chase Manhattan Bank (USA), a banking corporation
organized and existing under the laws of the State of Delaware (the "Bank"),
and The Bank of New York, a banking corporation organized under the laws of
the State of New York (the "Trustee") pursuant to the Pooling and Servicing
Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Bank, Chemical Bank and the Trustee are parties to the
Amended and Restated Pooling and Servicing Agreement, dated as of June 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, the Bank
wishes to remove all Receivables from certain designated Accounts of the Bank
(the "Removed Accounts") and to cause the Trustee to reconvey the Receivables
of such Removed Accounts, whether now existing or hereafter created, from the
Trust to the Bank (as each such term is defined in the Pooling and Servicing
Agreement); and
WHEREAS, the Trustee is willing to accept such designation and to
reconvey the Receivables in the Removed Accounts subject to the terms and
conditions hereof;
NOW, THEREFORE, the Bank 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.
"Removal Date" shall mean, with respect to the Removed
Accounts designated hereby, ___________, _____.
"Removal Notice Date" shall mean, with respect to the Removed
Accounts designated hereby, _____________, _____ (which shall be a date
on or prior to the fifth Business Day prior to the Removal Date).
2. Designation of Removed Accounts. The Bank shall deliver
to the Trustee, not later than five Business Days after the Removal
Date, a computer file or microfiche list containing a true and complete
list of each MasterCard and VISA account which as of the Removal Date
shall be deemed to be a Removed Account, such accounts being identified
by account number and by the aggregate amount of Receivables in such
accounts as of the close of business on the Removal Date. Such list
shall be marked as Schedule 1 to this Reassignment and shall be
incorporated into and made a part of this Reassignment as of the Removal
Date.
3. Conveyance of Receivables. (a) The Bank does hereby
reconvey to the Bank, without recourse on and after the Removal Date,
all right, title and interest of the Trust in and to the Receivables now
existing and hereafter created in the Removed Accounts designated
hereby, all monies due or to become due with respect thereto (including
all Finance Charge Receivables), all proceeds (as defined in Section 9-
306 of the UCC as in effect in the State of New York) of such Receiv-
ables, Insurance Proceeds relating to such Receivables and the proceeds
thereof.
(b) In connection with such transfer, the Trustee agrees to
execute and deliver to the Bank on or prior to the date of this
Reassignment, a termination statement with respect to the Receivables
now existing and hereafter created in the Removed Accounts designated
hereby (which may be a single termination statement with respect to all
such Receivables) evidencing the release by the Trust of its Lien on the
Receivables in the Removed Accounts, and meeting the requirements of
applicable state law, in such manner and such jurisdictions as are
necessary to remove such Lien.
4. Representations and Warranties of the Bank. The Bank
hereby represents and warrants to the Trust as of the Removal Date:
(a) Legal, Valid and Binding Obligation. This
Reassignment constitutes a legal, valid and binding obligation of
the Bank enforceable against the Bank in accordance with its terms,
except as such enforceability may be limited by applicable bank-
ruptcy, insolvency, reorganization, 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
general principles of equity (whether considered in a suit at law
or in equity).
(b) Selection Procedures. No selection procedures
believed by the Bank to be materially adverse to the interests of
the Investor Certificateholders were utilized in selecting the
Removed Accounts designated hereby.
5. Conditions Precedent. The amendment of the Pooling and
Servicing Agreement set forth in Section 6 hereof is subject to the
satisfaction, on or prior to the Removal Date, of the following
condition precedent:
The Bank shall have delivered to the Trustee an Officer's
Certificate certifying that (i) as of the Removal Date, all
requirements set forth in Section 2.7 of the Pooling and Servicing
Agreement for designating Removed Accounts and reconveying the
Receivables of such Removed Accounts, whether now existing or
hereafter created, have been satisfied, and (ii) each of the repre-
sentations and warranties made by the Bank in Section 4 hereof is
true and correct as of the Removal Date. The Trustee may conclu-
sively 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.
6. Amendment of the Pooling and Servicing 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 Removal Date
to be a dual reference to the Pooling and Servicing Agreement as
supplemented by this Reassignment. Except as expressly amended hereby,
all of the representations, warranties, terms, covenants and conditions
to the Pooling and Servicing Agreement shall remain unamended and shall
continue to be, and shall remain, 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 non-compliance with any term or provision of the Pooling and
Servicing Agreement.
7. Counterparts. This Reassignment 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.
8. GOVERNING LAW. THIS REASSIGNMENT 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 IMMU-
NITY AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have caused this Reassignment
of Receivables to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
THE CHASE MANHATTAN BANK (USA)
By: ____________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By: ____________________________
Name:
Title:
Schedule I
to Reassignment
of Receivables
REMOVED ACCOUNTS
EXHIBIT H
TO EXHIBIT 4.1
FORM OF RECONVEYANCE OF RECEIVABLES
RECONVEYANCE OF RECEIVABLES, dated as of ____________ ___, ____, by
and between The Chase Manhattan Bank (USA), a banking corporation organized
and existing under the laws of the State of Delaware (the "Transferor"), and
The Bank of New York, a banking corporation organized and existing under the
laws 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, the Transferor, Chemical Bank and the Trustee are parties
to the Amended and Restated Pooling and Servicing Agreement dated as of June
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, the
Transferor wishes to cause the Trustee to reconvey all of the Receivables and
proceeds thereof, whether now existing or hereafter created, from the Trust
to the Transferor pursuant to the terms of Section 12.4 of the Pooling and
Servicing Agreement upon termination of the Trust pursuant to subsection
12.1(a) of the Pooling and Servicing Agreement (as each such term is defined
in the Pooling and Servicing Agreement);
WHEREAS, the Trustee is willing to reconvey Receivables subject to
the terms and conditions hereof;
NOW, THEREFORE, the Transferor 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.
"Reconveyance Date" shall mean ______________, ____.
2. Return of Lists of Accounts. The Trustee shall deliver to the
Transferor, not later than three Business Days after the Reconveyance Date,
each and every computer file or microfiche list of Accounts delivered to the
Trustee pursuant to the terms of the Pooling and Servicing Agreement.
3. Conveyance of Receivables. (a) The Trustee does hereby
reconvey to the Transferor, without recourse, on and after the Reconveyance
Date, all right, title and interest of the Trust in and to each and every
Receivable now existing and hereafter created in the Accounts, all monies due
or to become due with respect thereto (including all Finance Charge Receiv-
ables), all proceeds (as defined in Section 9-306 of the UCC as in effect in
the State of New York) of such Receivables and Insurance Proceeds relating to
such Receivables and any Interchange, except for amounts, if any, held by the
Trustee pursuant to subsection 12.3(b) of the Pooling and Servicing
Agreement.
(b) In connection with such transfer, the Trustee agrees to
execute and deliver to the Transferor on or prior to the date of this
Reconveyance, such UCC termination statements as the Transferor may reason-
ably request, evidencing the release by the Trust of its lien on the Receiv-
ables.
4. Counterparts. This Reconveyance 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.
5. GOVERNING LAW. THIS RECONVEYANCE 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 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.
IN WITNESS WHEREOF, the undersigned have caused this Reconveyance
of Receivables to be duly executed and delivered by their respective duly
authorized officers on the day and year first above written.
THE CHASE MANHATTAN BANK (USA)
By: ____________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By: ____________________________
Name:
Title:
SCHEDULE I
LIST OF ACCOUNTS
Delivered to Trustee only
[Deemed Incorporated]