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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chase Credit Card Master Trust
(formerly Chemical Master Credit Card Trust I)
----------------------------------------
FIRST AMENDMENT
Dated as of March 31, 2001
to
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
--------------------------------------------
FIRST AMENDMENT to THIRD AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT, dated as of March 31, 2001 (the "First Amendment"), by and among
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("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 BANK OF NEW YORK, as Trustee (as amended and
supplemented through the date hereof, the "Pooling and Servicing Agreement").
WHEREAS, Section 13.1(b) of the Pooling and Servicing Agreement provides
that the Servicer, the Transferor and the Trustee, without the consent of the
Certificateholders, may amend the Pooling and Servicing Agreement from time to
time upon the satisfaction of certain conditions;
WHEREAS, the Servicer, the Transferor and the Trustee desire to amend the
Pooling and Servicing Agreement as set forth below; and
WHEREAS, all conditions precedent to the execution of this Amendment have
been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee are executing
and delivering this Amendment in order to amend the Pooling and Servicing
Agreement in the manner set forth below.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
SECTION 1. Amendments to Section 1.1. (a) Section 1.1 of the Pooling and
Servicing Agreement shall be amended to delete the definition therein of
"Recoveries" and replace it with the following:
"Recoveries" shall mean (i) with respect to any Monthly Period or any
shorter period commencing on or after the Restated Recovery Determination Date,
the product of (a) all amounts recorded as recoveries on the Bank Portfolio by
the Servicer during such Monthly Period or such shorter period, as the case may
be, and (b) a fraction, the numerator which shall be the Default Amount for such
Monthly Period or shorter period, as applicable, and the denominator of which
shall be the aggregate amount of Principal Receivables in the Bank Portfolio
which were charged off by the Servicer as uncollectible for such Monthly Period
or shorter period, as applicable, and (ii) with respect to any Monthly Period or
any shorter period ending prior to the Restated Recovery Determination Date, the
product of (a) all amounts recorded as recoveries on the Bank Portfolio by the
Servicer during such Monthly Period or such shorter period, as the case may be,
and (b) the Trust Percentage for such Monthly Period or such shorter period, as
applicable.
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(b) Section 1.1 of the Pooling and Servicing Agreement shall be amended to
delete the definition therein of "Recovery Determination Date" and to replace it
with the following definition of "Restated Recovery Determination Date":
"Restated Recovery Determination Date" shall mean April 1, 1998.
(c) Section 1.1 of the Pooling and Servicing Agreement shall be amended to
delete the definition therein of "Permitted Investments" and replace it with the
following definition of "Permitted Investments":
"Permitted Investments" shall mean, unless otherwise provided in the
Supplement with respect to any Series:
(a) book-entry securities or negotiable instruments or securities
represented by instruments in bearer or registered form which evidence
(i) obligations of or fully guaranteed by the United States of
America; (ii) demand deposits, time deposits or certificates of
deposit of any depositary institution or trust company incorporated
under the laws of the United States of America or any state thereof
(or domestic branches of foreign banks) which mature no later than 90
days after the date of investment, and subject to supervision and
examination by federal or state banking or depositary institution
authorities, which mature no later than 90 days after the date of
investment; provided, however, that at the time of the Trust's
investment or contractual commitment to invest therein, the
certificates of deposit or short-term deposits of such depositary
institution or trust company shall have a credit rating from Moody's
and Standard & Poor's of "P-1" and "A-1+", respectively; (iii)
commercial paper, other than commercial paper issued by the Transferor
or any of its Affiliates, having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating from
Moody's and Standard & Poor's of "P-1" and "A-l+", respectively and
(iv) bankers' acceptances issued by any depository institution or
trust company described in clause (a)(ii) above;
(b) demand deposits in the name of the Trust or the Trustee in any
depositary institution or trust company referred to in clause (a)(ii)
above;
(c) repurchase agreements transacted with either
(i) an entity subject to the United States federal bankruptcy
code, provided that (A) the repurchase agreement matures prior to the
next Distribu-
3
tion Date or is due on demand, (B) the Trustee or a third party acting
solely as agent for the Trustee has possession of the collateral, (C)
the Trustee on behalf of the Trust has a security interest in the
collateral, (D) the market value of the collateral is maintained at
the requisite collateral percentage of the obligation in accordance
with standards of the Rating Agencies, (E) the failure to maintain the
requisite collateral level will obligate the Trustee to liquidate the
collateral immediately, (F) the securities subject to the repurchase
agreement are either obligations of, or fully guaranteed as to
principal and interest by, the United States of America or any
instrumentality or agency thereof, certificates of deposit or bankers
acceptances and (G) the securities subject to the repurchase agreement
are free and clear of any third party lien or claim; or
(ii) a financial institution insured by the FDIC, or any
broker-dealer with "retail customers" that is under the jurisdiction
of the Securities Investors Protection Corp. ("SIPC"), provided that
(A) the market value of the collateral is maintained at the requisite
collateral percentage of the obligation in accordance with the
standards of the Rating Agencies, (B) the Trustee or a third party
(with a short-term debt rating of P-1 or higher by Moody's) acting
solely as agent for the Trustee has possession of the collateral, (C)
the Trustee on behalf of the Trust has a security interest in the
collateral, (D) the collateral is free and clear of third party liens
and, in the case of an SIPC broker, was not acquired pursuant to a
repurchase or reverse repurchase agreement and (E) the failure to
maintain the requisite collateral percentage will obligate the Trustee
to liquidate the collateral; provided, however, that at the time of
the Trust's investment or contractual commitment to invest in any
repurchase agreement, the short-term deposits or commercial paper
rating of such entity or institution in subsections (i) and (ii) shall
have a credit rating of "P-1" from Moody's and "A-1+" from Standard &
Poor's; and
(d) such other investments, other than investments in the Transferor or
any of its Affiliates, where the short-term unsecured debt or deposits
of the obligor on such investments are rated "A-1+" by Standard and
Poor's and P-1 by Moody's.
(d) Section 1.1 of the Pooling and Servicing Agreement shall be amended to
add the following defined terms:
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"Permitted Activities" shall mean the primary activities of the Trust,
which shall be:
(a) holding Receivables transferred from the Transferor and other assets
of the Trust, including any Credit Enhancement with respect to any
Series and passive derivative financial instruments that pertain to
beneficial interests issued or sold to parties other than the
Transferor, its Affiliates or its agents;
(b) issuing Certificates and other interests in the Trust assets;
(c) receiving Collections and making payments on such Certificates and
interests in accordance with the terms of this Pooling and Servicing
Agreement and any Series Supplement; and
(d) engaging in other activities that are necessary or incidental to
accomplish these limited purposes, which activities can not be
contrary to the status of the Trust as a qualified special purpose
entity under existing accounting literature.
"SFAS 140" shall mean Statement of Financial Accounting Standard No. 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.
SECTION 2. Amendment to Section 2.7. Section 2.7 of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:
Section 2.7 Removal of Accounts.
(a) Subject to the conditions set forth below, the Transferor may, but
shall not be obligated to, designate Receivables from Accounts for deletion
and removal ("Removed Accounts") from the Trust. On or before the fifth
Business Day (the "Removal Notice Date") prior to the date on which the
designated Removed Accounts will be reassigned by the Trustee to the
Transferor (the "Removal Date"), the Transferor shall give the Trustee and
the Servicer written notice that the Receivables from such Removed Accounts
are to be reassigned to the Transferor.
(b) The Transferor shall be permitted to designate and require
reassignment to it of the Receivables from Removed Accounts only upon
satisfaction of the following conditions:
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(i) The removal of any Receivables of any Removed Accounts on any
Removal Date shall not, in the reasonable belief of the Transferor,
(a) cause a Pay Out Event to occur; provided, however, that for the
purposes of this subsection 2.7(b)(i), the Receivables of each Removed
Account shall be considered to have been removed as of the Removal
Date, (b) cause the Transferor Interest to be less than the Minimum
Transferor Interest on such Removal Date, (c) cause the sum of the
aggregate amount of Principal Receivables and the Excess Funding
Amount to be less than the Minimum Aggregate Principal Receivables, or
(d) result in the failure to make any payment specified in the related
Supplement with respect to any Series;
(ii) On or prior to the Removal Date, the Transferor shall have
delivered to the Trustee for execution a written assignment in
substantially the form of Exhibit G (the "Reassignment") and, within
five Business Days thereafter, or as otherwise agreed upon between the
Transferor and the Trustee, the Transferor shall have delivered to the
Trustee a computer file or microfiche list containing a true and
complete list of all Removed Accounts identified by account number and
the aggregate amount of the Receivables in such Removed Accounts as of
the Removal Date, which computer file or microfiche list shall as of
the Removal Date modify and amend and be made a part of this
Agreement;
(iii) The Transferor shall represent and warrant that (x) the
designation and reassignment of such Receivables from Removed Accounts
will not (i) adversely affect the tax characterization as debt of any
Class of Investor Certificates of any outstanding Series or Class in
respect of which an opinion was delivered at the time of issuance that
such Class would be treated as debt for U.S. federal income tax
purposes, (ii) cause the Trust following such designation and
acceptance to be deemed to be an association (or a "publicly traded
partnership" within the meaning of Section 7704(b) of the Code)
taxable as a corporation and (iii) cause or constitute a taxable event
in which gain or loss would be recognized by any Investor
Certificateholder or the Trust and (y) no selection procedures
believed by the Transferor to be materially adverse to the interests
of the Certificateholders were utilized
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in selecting the Removed Accounts to be removed from the Trust, and
(z) (I) a random selection procedure was used by the Transferor in
selecting the Removed Accounts and only one such removal of randomly
selected accounts shall occur in the then current Monthly Period or
(II) the Removed Accounts are subject to an arrangement with a third
party pursuant to which such third party has the right or the option
to, purchase the Removed Accounts and which right or option has arisen
in response to a third-party action or decision not to act and not the
unilateral action of the Transferor and such right or option has been
exercised by the third party;
(iv) As of the Removal Notice Date, either (a) the Receivables
are not more than 15% delinquent by estimated principal amount and the
weighted averaged delinquency of such Receivables is not more than 60
days, or (b) the Receivables are not more than 7% delinquent by
estimated principal amount and the weighted average delinquency of
such Receivables does not exceed 90 days;
(v) On or before the tenth Business Day prior to the Removal
Date, each Rating Agency shall have received notice of such proposed
removal of the Receivables of such Accounts and the Transferor shall
have received written confirmation from each Rating Agency that such
removal will satisfy the Rating Agency Condition; and
(vi) The Transferor shall have delivered to the Trustee an
Officer's Certificate confirming the items set forth in clauses (i)
through (v) above. 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.
Upon satisfaction of the above conditions, the Trustee shall execute and
deliver the Reassignment to the Transferor, and the Receivables from the Removed
Accounts shall no longer constitute a part of the Trust.
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SECTION 3. Amendment to Section 4.3(d). Section 4.3(d) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:
Transfer of Defaulted Accounts and Accounts with Zero Balances. Unless
otherwise provided in any Supplement, on the date on which (i) an Account
becomes a Defaulted Account, (ii) an Account (a) with respect to which the
card has been lost, stolen or authorization prohibited, and (b) which has
had an outstanding balance of zero for at least six months, has been closed
by the Servicer, (iii) an Account (a) which has been designated by the
Servicer as "frozen", revoked or interest accrual prohibited, and (b) which
has had an outstanding balance of zero for at least two months, has been
closed by the Servicer, the Trust shall automatically and without further
action or consideration be deemed to transfer, set over, and otherwise
convey to the Transferor, without recourse, representation or warranty, all
the right, title and interest of the Trust such Defaulted Accounts and
Accounts with zero balances, including, with respect to Defaulted Accounts,
all right, title and interest in and to Receivables in such Defaulted
Accounts, all monies due or to become due with respect to such Receivables,
all proceeds of such Receivables and Insurance Proceeds relating to such
Receivables allocable to the Trust with respect to such Receivables.
Notwithstanding any such transfer of Accounts, amounts recovered with
respect to such Defaulted Accounts may still be allocated to the Trust to
the extent provided for in the definition of Recoveries.
SECTION 4. Amendment to Section 9.2(a). Section 9.2(a) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:
(a) If any event set forth in Section 9.1(a) or (b) shall occur (any such
event, an "Insolvency Event"), the Transferor shall on the day of such
Insolvency Event (the "Appointment Day") immediately cease to transfer
Principal Receivables to the Trust and shall promptly give notice to
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the Trustee of such Insolvency Event and the arrangement among the parties
created hereby shall be deemed to have been dissolved, subject to the
liquidation and winding up procedures described below. Notwithstanding any
cessation of the transfer to the Trust of additional Principal Receivables,
Finance Charge Receivables, whenever created, accrued in respect of
Principal Receivables which have been transferred to the Trust shall
continue to be a part of the Trust, and Collections with respect thereto
shall continue to be allocated and paid in accordance with Article IV.
Within 15 days of the Appointment Day, the Trustee shall (i) publish a
notice in an Authorized Newspaper that an Insolvency Event has occurred and
that the Trustee intends to sell, dispose or otherwise liquidate the
Receivables and (ii) send written notice to the Investor Certificateholders
describing the provisions of this Section 9.2 and requesting instructions
from such Holders. Unless within 75 days from the day notice pursuant to
clause (i) above is first published the Trustee shall have received written
instructions from Holders of Investor Certificates evidencing more than 50%
of the Investor Interest of each Series issued and outstanding (or, if any
such Series has two or more Classes, each Class) to the effect that such
Certificateholders disapprove of the liquidation of the Receivables and
wish to continue having Principal Receivables transferred to the Trust as
before such Insolvency Event or violation, the Trustee shall use its best
efforts to sell, dispose of or otherwise liquidate the Receivables by the
solicitation of competitive bids and on terms equivalent to the best
purchase offer as determined by the Trustee. None of the Transferor, any
Affiliate of the Transferor or any agent of the Transferor shall be
permitted to purchase such Receivables in such case. The Trustee may obtain
a prior determination from any such conservator, receiver or liquidator
that the terms and manner of any proposed sale, disposition or liquidation
are commercially reasonable. The provisions of Sections 9.1 and 9.2 shall
not be deemed to be mutually exclusive.
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SECTION 5. Section 10.02(a). Section 10.02(a) of the Pooling and Servicing
Agreement shall be amended to read in its entirety as follows:
Section 10.2 Trustee to Act; Appointment of Successor.
(a) On and after the receipt by the Servicer of a Termination
Notice pursuant to Section 10.1, the Servicer shall continue to
perform all servicing functions under this Agreement until the date
specified in the Termination Notice or otherwise specified by the
Trustee in writing or, if no such date is specified in such
Termination Notice, or otherwise specified by the Trustee, until a
date mutually agreed upon by the Servicer and Trustee. The Trustee
shall notify each Rating Agency of such removal of the Servicer. The
Trustee shall, as promptly as possible after the giving of a
Termination Notice appoint a successor Servicer (the "Successor
Servicer"), and such Successor Servicer shall accept its appointment
by a written assumption in a form acceptable to the Trustee. The
Trustee may obtain bids from any potential successor Servicer. If the
Trustee is unable to obtain any bids from any potential successor
Servicer and the Servicer delivers an Officer's Certificate to the
effect that the Servicer cannot in good faith cure the Servicer
Default which gave rise to a transfer of servicing, and if the Trustee
is legally unable to act as Successor Servicer, then the Trustee shall
(i) notify each Credit Enhancement Provider of the proposed sale of
the Receivables and shall provide each such Credit Enhancement
Provider an opportunity to bid on the Receivables and (ii) use its
best efforts to sell, dispose of or otherwise liquidate the
Receivables by the solicitation of competitive bids and on terms
equivalent to the best purchase offer as determined by the Trustee.
None of the Transferor, any Affiliate of the Transferor or any agent
of the Transferor shall be permitted to purchase such Receivables in
such case. The proceeds of such sale shall be deposited in the
Distribution Account or any Series Account, as provided in the related
Supplement, for
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distribution to the Investor Certificateholders of each outstanding
Series pursuant to Section 12.3 of the Agreement. In the event that a
Successor Servicer has not been appointed and has not accepted its
appointment at the time when the Servicer ceases to act as Servicer,
the Trustee without further action shall automatically be appointed
the Successor Servicer. Notwithstanding the above, the Trustee shall,
if it is legally unable so to act, petition a court of competent
jurisdiction to appoint any established financial institution having,
in the case of an entity that is subject to risk-based capital
adequacy requirements, risk-based capital of at least $50,000,000 or,
in the case of an entity that is not subject to risk-based capital
requirements, having a net worth of not less than $50,000,000 and
whose regular business includes the servicing of VISA or MasterCard
credit card receivables as the Successor Servicer hereunder.
SECTION 6. Amendment to Section 12.1. Section 12.1(b) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:
(b) All principal or interest with respect to any Series of
Investor Certificates shall be due and payable no later than the
Series Termination Date with respect to such Series. Unless otherwise
provided in a Supplement, in the event that the Investor Interest of
any Series of Certificates is greater than zero on its Series
Termination Date (after giving effect to all transfers, withdrawals,
deposits and drawings to occur on such date and the payment of
principal to be made on such Series on such date), the Trustee will
sell or cause to be sold, and pay the proceeds first, to all
Certificateholders of such Series pro rata in final payment of all
principal of and accrued interest on such Series of Certificates, and
second, as provided in the related Supplement, an amount of Principal
Receivables and the related Finance Charge Receivables (or interests
therein) up to 110% of the sum of the Investor Interest of such Series
plus the Enhancement Invested Amount or the Collateral Interest
11
(if not included in the Investor Interest) of such Series, if any, at
the close of business on such date (but not more than an amount of
Principal Receivables and the related Finance Charge Receivables equal
to the sum of (1) the product of (A) the Transferor Percentage, (B)
the aggregate amount of Principal Receivables in the Trust and (C) a
fraction the numerator of which is the applicable Investor Percentage
with respect to Finance Charge Receivables and the denominator of
which is the sum of all Investor Percentages with respect to Finance
Charge Receivables of all Series and (2) the Investor Interest of such
Series plus the Enhancement Invested Amount or the Collateral Interest
(if not included in the Investor Interest) of such Series). The
Trustee shall (i) notify each Credit Enhancement Provider of the
proposed sale of such Receivables and shall provide each Credit
Enhancement Provider an opportunity to bid on such Receivables and
(ii) use its best efforts to sell, dispose of or otherwise liquidate
the Receivables by the solicitation of competitive bids and on terms
equivalent to the best purchase offer as determined by the Trustee.
None of the Transferor, any Affiliate of the Transferor or any agent
of the Transferor shall be permitted to purchase such Receivables in
such case. Any proceeds of such sale in excess of such principal and
interest paid shall be paid to the Holder of the Transferor
Certificate. Upon such Series Termination Date with respect to the
applicable Series of Certificates, final payment of all amounts
allocable to any Investor Certificates of such Series shall be made in
the manner provided in Section 12.3.
SECTION 7. Amendment to Section 12.2(a). Section 12.2(a) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:
(a) If so provided in any Supplement, the Transferor (so long as
the Transferor is the Servicer or an Affiliate of the Servicer) may,
but shall not be obligated to, cause a final distribution to be made
in respect to the related Series of Certificates on a Distribution
Date specified in such Supplement by depositing into the Distribution
Account or the applicable
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Series Account, not later than the Transfer Date preceding such
Distribution Date, for application in accordance with Section 12.3,
the amount specified in such Supplement.
SECTION 8. Amendments to Section 12. 5. Section 12.5 of the Pooling and
Servicing Agreement shall be deleted in its entirety.
SECTION 9. Amendments to Section 13.1. Sections 13.1(a) and (b) of the
Pooling and Servicing Agreement shall be amended to read in their entirety as
follows:
Section 13.1 Amendments.
(a) This Agreement (including any Supplement) may be amended from
time to time by the Bank, the Servicer and the Trustee, without the
consent of any of the Certificateholders (i) to cure any ambiguity, to
revise any exhibits or schedules (other than Schedule 1), to correct
or supplement any provisions herein or thereon or (ii) to add any
other provisions with respect to matters or questions raised under
this Agreement which shall not be inconsistent with the provisions of
this Agreement; provided, however, that such action shall not, (a) as
evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any of the Certificateholders unless such
Certificateholders have consented thereto or (b) as evidenced by an
Officer's Certificate, significantly change the Permitted Activities
of the Trust.
(b) This Agreement (including any Supplement) and any schedule or
exhibit thereto may also be amended from time to time by the
Transferor, the Servicer and the Trustee, without the consent of any
of the Certificateholders, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Agreement, or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that (i) the Servicer shall have
provided an Officer's Certificate to the Trustee to the
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effect that such amendment will not materially and adversely affect
the interests of any Certificateholder and will not significantly
change the Permitted Activities of the Trust, (ii) the Servicer shall
have provided a Tax Opinion with respect to such amendment and (iii)
the Servicer shall have provided at least ten (10) Business Days'
prior written notice to each Rating Agency of such amendment and shall
have received written confirmation from each Rating Agency that such
action will satisfy the Rating Agency Condition; provided, further,
that such amendment shall not, without the consent of each
Certificateholder of each Series affected thereby, (i) reduce in any
manner the amount of, or delay the timing of, distributions which are
required to be made on any Certificate of such Series, (ii) alter the
requirements for changing the Minimum Transferor Interest Percentage
for such Series, (iii) change the definition of or the manner of
calculating the interest of any Certificateholder of such Series, (iv)
change the manner in which the Transferor Interest is determined or
(v) reduce the percentage pursuant to Subsection 13.1(c) required to
consent to any such amendment.
(c) This Agreement and any Supplement may also be amended from
time to time by the Transferor, the Servicer and the Trustee (x) with
the consent of Certificateholders evidencing undivided interests
aggregating more than 50% of the Investor Interest of each and every
Series adversely affected, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the
Certificateholders of any Series then issued and outstanding if such
amendment would not, as evidenced by an Officer's Certificate,
significantly change the Permitted Activities of the Trust or (y) with
the consent of Certificateholders evidencing undivided interests
aggregating more than 50% of the Investor Interest, for the purpose of
significantly changing the Permitted
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Activities of the Trust; provided, however, that no such amendment
under this subsection shall (i) reduce in any manner the amount of, or
delay the timing of, distributions which are required to be made on
any Certificate of such Series without the consent of all of the
related Certificateholders; (ii) change the definition of or the
manner of calculating the Investor Interest, the Investor Percentage
or the Investor Default Amount of such Series without the consent of
the related Certificateholders or (iii) reduce the aforesaid
percentage required to consent to any such amendment, in each case
without the consent of each Certificateholder of all Series affected.
SECTION 10. Section 13.7. A new Section 13.7 shall be added and shall read
as follows:
Section 13.7. Characterization of the Trust. For purposes of SFAS 140,
the parties hereto intend that the Trust shall be treated as a
"qualifying special purpose entity" as such term is used in SFAS 140
and any successor rule thereto and its permitted activities shall be
limited in accordance with paragraph 35 thereof.
If the transfer of the Receivables to the Trust is characterized as a
loan to the Transferor secured by Receivables, the Transferor, in such
circumstances, agrees that it does not have the right to prepay such
loan prior to the maturity date thereof under any circumstances and
does hereby irrevocably waive and relinquish such right.
SECTION 11. No Waiver. The execution and delivery of this First Amendment
shall not constitute a waiver of a past default under the Pooling and Servicing
Agreement or impair any right consequent thereon.
SECTION 12. Pooling and Servicing Agreement in Full Force and Effect as
Amended. Except as specifically amended or waived hereby, all of the terms and
conditions of the Pooling and Servicing Agreement shall remain in full force and
effect. All references to the Pooling and Servicing Agreement in any other
document or instrument shall be deemed to mean such Pooling
15
and Servicing Agreement as amended by this First Amendment. This First Amendment
shall not constitute a novation of the Pooling and Servicing Agreement, but
shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and obligations of the Pooling and Servicing Agreement, as amended by
this First Amendment, as though the terms and obligations of the Pooling and
Servicing Agreement were set forth herein.
SECTION 13. Counterparts. This First Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute one
and the same instrument.
SECTION 14. GOVERNING LAW. THIS FIRST AMENDMENT 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, AND WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF CARE OF
THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. Effective Date. This First Amendment shall become effective as
of the day and year first above written.
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IN WITNESS WHEREOF, the Servicer, the Transferor and the Trustee have
caused this First Amendment to be duly executed by their respective officers,
thereunto duly authorized, as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Financial Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Assistant Treasurer
