ASSIGNMENT No. 18 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of November 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, November 1, 2001.
"Notice Date" shall mean, with respect to the Additional Accounts
designated hereby, October 15, 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 Trustee on behalf of 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 Trustee on behalf of the
Trust for the benefit of the Certificateholders (the "Secured
Party"), 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.
D. Chase USA hereby grants to the Secured Party 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 Secured Party.
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 Secured Party 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.
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 Secured Party
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 Secured Party, 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 Secured
Party 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 Secured Party 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 Secured Party hereunder. The Receivables constitute
"accounts" within the meaning of the applicable UCC.
F. Other Liens. Other than the security interest granted to
the Secured Party 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
Secured Party 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:
H. 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.
I. 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, Assignment No. 17 dated
as of September 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.
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.
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/ Patricia Garvey
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Name: Patricia Garvey
Title:
THE BANK OF NEW YORK,
as Trustee
By: /s/ Daniel Rothman
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Name: Daniel Rothman
Title:
Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS