ASSIGNMENT No. 19 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of March 6, 2002, 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,
JPMorgan Chase Bank (formerly, 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 and the Second
Amendment thereto dated as of March 1, 2002 (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, March 6, 2002.
"Notice Date" shall mean, with respect to
the Additional Accounts designated hereby, January 15, 2002.
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.
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C. It is the intention of the parties hereto
that all transfers of Receivables to the Trust pursuant to
this Assignment be subject to, and be treated in accordance
with, the Delaware Act and each of the parties hereto agrees
that this Assignment has been entered into by the parties
hereto in express reliance upon the Delaware Act. For purposes
of complying with the requirements of the Delaware Act, each
of the parties hereto hereby agrees that any property, assets
or rights purported to be transferred, in whole or in part, by
Chase USA pursuant to this Assignment shall be deemed to no
longer be the property, assets or rights of Chase USA. The
parties hereto acknowledge and agree that each such transfer
is occurring in connection with a " securitization
transaction" within the meaning of the Delaware Act.
D. 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.
E. 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.
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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
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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.
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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:
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
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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,
Assignment No. 18 of Receivables in Additional Accounts, dated as of
November 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.
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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 GOVERNED
BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the undersigned have caused this
Assignment of Receivables in Additional Accounts to be duly executed and
delivered by their respective duly authorized officers on the day and year first
above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By:________________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:________________________
Name:
Title:
Schedule 1
to Assignment of
Receivables in
Additional Accounts
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ADDITIONAL ACCOUNTS
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