ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of August 31, 1998, among
TRAVELERS BANK & TRUST, fsb ("Travelers Bank & Trust"), a federally-chartered
savings bank, THE TRAVELERS BANK USA ("Travelers USA"), a Delaware state
chartered bank corporation, CC Credit Card Corporation (the "Transferor"), a
Delaware corporation, and The Bank of New York (the "Trustee"), a New York
banking corporation.
RECITALS
WHEREAS, the Transferor and Travelers Bank & Trust have heretofore
executed and delivered to the Trustee a certain Pooling and Servicing Agreement,
dated as of March 1, 1998, as amended by Amendment No. 1 to Pooling and
Servicing Agreement, dated as of the date hereof (as amended, the "Pooling and
Servicing Agreement"), pursuant to which the Transferor created the Travelers
Bank Credit Card Master Trust I.
WHEREAS, the Transferor and Travelers Bank & Trust have heretofore
executed and delivered to the Trustee a certain Series 1998-1 Supplement, dated
as of March 1, 1998 (the "Series Supplement"), to the Pooling and Servicing
Agreement, pursuant to which a new Series of Investor Certificates was created
and the Principal Terms thereof were specified.
WHEREAS, Travelers Bank & Trust wishes to assign all of its rights and
obligations under the Pooling and Servicing Agreement and the Series Supplement
to Travelers USA, and Travelers USA wishes to accept all of the rights and
obligations of Travelers Bank & Trust under the Pooling and Servicing Agreement
and the Series Supplement.
WHEREAS, Section 13.08 of the Pooling and Servicing Agreement provides
that the Servicer can assign its rights under the Pooling and Servicing
Agreement if the Transferor shall have delivered to the Trustee an Officer's
Certificate to the effect that the Transferor reasonably believes that such
action will not have an Adverse Effect and the Rating Agency Condition shall
have been satisfied with respect to such assignment.
WHEREAS, all things necessary to make this Assignment and Assumption
Agreement a valid agreement of each of the parties hereto, and a valid
assignment by Travelers Bank & Trust to Travelers USA of all of its rights and
obligations under the Pooling and Servicing Agreement and the Series Supplement,
have been done.
NOW THEREFORE, for and in consideration of the premises and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Travelers Bank & Trust, Travelers USA, the Transferor and the
Trustee hereby consent and agree as follows:
SECTION 1. Unless otherwise defined in this Assignment and Assumption
Agreement, all defined terms used in this Assignment and Assumption Agreement,
including the Recitals hereto, shall have the meanings ascribed to such terms in
the Pooling and Servicing Agreement.
SECTION 2. As of the date hereof, Travelers Bank & Trust hereby delegates
its obligations, and assigns all of its rights and interests, under the Pooling
and Servicing Agreement and the Series Supplement to Travelers USA.
SECTION 3. As of the date hereof, Travelers USA hereby accepts and assumes
all of Travelers Bank & Trust's obligations, rights and interests under the
Pooling and Servicing Agreement and the Series Supplement, and agrees that it
shall be substituted for Travelers Bank & Trust as the Servicer under the
Pooling and Servicing Agreement and the Series Supplement.
SECTION 4. This Assignment and Assumption Agreement shall be governed by
and construed 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.
SECTION 5. The terms and conditions of this Assignment and Assumption
Agreement shall be, and are deemed to be, part of the terms and conditions of
the Pooling and Servicing Agreement and the Series Supplement for any and all
purposes.
SECTION 6. This Assignment and Assumption Agreement may be executed in two
or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
SECTION 7. From and after the date of this Assignment and Assumption
Agreement all references in the Pooling and Servicing Agreement and the Series
Supplement to the "Servicer" shall refer to Travelers USA.
IN WITNESS WHEREOF, Travelers Bank & Trust and Travelers USA have each
caused this Assignment and Assumption Agreement to be duly executed by their
respective officers as of the day and year first above written.
TRAVELERS BANK & TRUST, fsb
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
THE TRAVELERS BANK USA
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
CC CREDIT CARD CORPORATION
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By: /s/ Wuhan Xxxxxx
--------------------------------
Name: Wuhan Xxxxxx
Title: Assistant Vice President
