ASSIGNMENT No. 17 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of September 1, 2001, 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
Agreement referred to below.
W I T N E S S E T H:
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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 Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999, as amended by the First
Amendment thereto dated as of March 31, 2001 (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, September 1, 2001.
"Notice Date" shall mean, with respect to the
Additional Accounts designated hereby, August 7, 2001.
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
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 Assignment 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 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 proceeds of any of the foregoing.
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 9-102 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 Assignment.
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 Certificateholders.
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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, Insurance Proceeds relating to such
Receivables, Recoveries, 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 Assignment shall constitute a
security agreement under applicable law. Chase USA shall execute
continuation statements and provide other further assurances to
maintain the perfection and priority of such security interest of the
Trust.
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 Receivable 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 Additional Accounts designated hereby from the
available Eligible Accounts in the Bank Portfolio.
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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) of such Receivables 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 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 earnings in respect of,
the Finance Charge Account and the Principal Account as
provided in the Pooling and Servicing Agreement; or (ii) a
valid and continuing security interest (as defined in the UCC)
in the Additional Accounts in favor of the Trust, the proceeds
(as defined in the UCC) thereof and Insurance Proceeds
relating thereto, upon the conveyance of such Receivables to
the Trust, which security interest is prior to all other
Liens, and is enforceable against creditors of and purchasers
from Chase USA, 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) 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) 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 9-315 the UCC as in effect in the State of
Delaware), except for Liens permitted under subsection 2.5(b)
of the Pooling and Servicing Agreement. Chase USA has caused
or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Receivables granted to
the Trust hereunder. The Receivables constitute "accounts"
within the meaning of the applicable UCC.
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F. Other Liens. Other than the security interest
granted to the Trust pursuant to this Assignment, Chase USA
has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Receivables. Chase USA
has not authorized the filing of and is not aware of any
financing statements against Chase USA that include a
description of collateral covering the Receivables other than
any financing statement (i) relating to the security interest
granted to the Trust hereunder, (ii) that has been terminated,
or (iii) that names The Bank of New York as secured party.
Chase USA is not aware of any judgment or tax lien filings
against Chase USA. Chase USA owns and has good and marketable
title to the Receivables free and clear of any Lien, claim or
encumbrance of any Person.
G. Breach of Representations and Warranties. The
provision set forth in Section 2.4(d) of the Pooling and
Servicing Agreement shall be applicable to any breach of the
representations and warranties of this Section 5 with respect
to any Receivable.
6. Conditions Precedent. The acceptance by the
Trustee set forth in Section 4 and the amendment 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:
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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
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.
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.
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 supplemented by this Assignment and by Assignment No. 1 of
Receivables in Additional Accounts, dated as of July 1, 1996,
Assignment No. 2 of Receivables in Additional Accounts, dated as of
September 1, 1996, Assignment No.3 of Receivables in Additional
Accounts, dated as of December 1, 1997, Assignment No. 4 of Receivables
in Additional Accounts, dated as of February 1, 1998, Assignment No. 5
of Receivables in Additional Accounts, dated as of April 1, 1998,
Assignment No. 6 of Receivables in Additional Accounts, dated as of
August 1, 1998, Assignment No. 7 of Receivables in Additional Accounts,
dated as of November 1, 1998, Assignment No. 8 of Receivables in
Additional Accounts, dated as of February 1, 1999, Assignment No. 9 of
Receivables in Additional Accounts, dated as of April 1, 1999,
Assignment No. 10 of Receivables in Additional Accounts, dated as of
July 1, 1999, Assignment No. 11 of Receivables in Additional Accounts,
dated as of October 1, 1999, Assignment No. 12 of Receivables in
Additional Accounts, dated as of February 1, 2000, Assignment No. 13 of
Receivables in Additional Accounts, dated as of April 1, 2000,
Assignment No. 14 of Receivables in Additional Accounts, dated as of
May 1, 2000, Assignment No. 15 of Receivables in Additional Accounts,
dated as of August 1, 2000, Assignment No. 16 of Receivables in
Additional Accounts, dated as of July 1, 2001, 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
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 noncompliance with any term or provisions of the
Pooling and Servicing Agreement.
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8. Survival. The representations, warranties and
covenants of the parties hereto shall survive the assignment of the
Receivables pursuant to this Assignment and the termination of this
Assignment, and shall inure to the benefit of the Trust.
Notwithstanding to the contrary in this Assignment, the representations
and warranties of the Chase USA herein shall not survive after the
tenth (10th) anniversary of the Addition Date.
9. Waivers and Amendments. This Assignment may be
amended, superseded, canceled, renewed or extended and the terms hereof
may be waived, only by a written instrument signed by authorized
representatives of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance and, in all
cases, subject to confirmation by each Rating Agency then rating any
Investor Certificates. No such written instrument shall be effective
unless it expressly recites that it is intended to amend, supersede,
cancel, renew or extend this Assignment or to waive compliance with one
or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege, or any single or
partial exercise of any such right, power or privilege, preclude any
further exercise thereof or the exercise of any other such right, power
or privilege.
10. 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.
11. 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: /s/ Miriam Hamies
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Name: Miriam Haimes
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Erwin Soriano
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Name: Erwin Soriano
Title: Assistant Treasurer
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Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS
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