ASSIGNMENT No. 21 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of May 1, 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, May 1, 2002.
"Notice Date" shall mean, with respect to
the Additional Accounts designated hereby, April 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.
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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.
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E) Transfer. 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 Receivables now existing or hereafter created 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.
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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,
Assignment No. 18 of Receivables in Additional Accounts, dated
as of November 1, 2001, Assignment No. 19 of Receivables in
Additional Accounts, dated as of March 6, 2002, Assignment No.
20 of Receivables in Additional Accounts, dated as of April 1,
2002, 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 ASSIGNMENT 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.
12. Tax Treatment. Nothing in this
Assignment shall be deemed to require any securitization
transaction involving the Receivables to be treated as a sale
for federal or state income tax purposes or to preclude
treatment of any such securitization transaction as debt for
federal or state income tax purposes.
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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/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: Assistant Treasurer
Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS
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