ASSIGNMENT No. 4 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of
February 1, 1998, by and between CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
a nation al 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 Second Amended and Restated Pooling and Servicing
Agreement, dated as of September 1, 1996 (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 Ac counts 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
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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
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Accounts designated hereby, February 1, 1998.
"Notice Date" shall mean, with respect to the Additional Accounts
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designated hereby, January 5, 1998.
2. Designation of Additional Accounts. Chase USA shall deliver
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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 ac count 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 Agreement 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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X. Xxxxx USA does hereby transfer, as sign, set-over and
otherwise convey to 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
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defined in Section 9-106 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 Trust, 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 Agreement.
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.
X. Xxxxx USA hereby grants to the Trustee 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 Agreement
shall constitute a security agreement under applicable law.
4 Acceptance by Trustee. The Trustee hereby acknowledges its
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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
main tain 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
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hereby represents and warrants to the Trust as of the Addition Date:
A. Legal, Valid and Binding Obligation. This Assignment
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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
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Account designated hereby is an Eligible Account and each Receiv able in
such Additional Account is an Eligible Receivable.
C. Selection Procedures. No selection procedures believed by
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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
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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
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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
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the Trust 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 grant of a security
interest (as defined in the UCC) in such property to the Trust, which is
enforceable with respect to existing Receivables of the Additional
Accounts, the proceeds (as defined in the UCC) thereof and Insurance
Proceeds relating thereto, upon the conveyance of such Receivables to the
Trust, 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 Trust 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 Trust shall have a first
priority perfected security interest in such property (subject to Section
9-306 of 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.
F. Breach of Representations and Warranties. The provision set
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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.
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6. Conditions Precedent. The acceptance by the Trustee set
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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
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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
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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.
C. Additional Information. Chase USA shall have delivered to the
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Trustee such information as was reasonably requested by the Trustee to
satisfy itself as to the accuracy of the representation and warranty set
forth in subsection 5(d) to this Agreement.
7. Amendment of the Pooling and Servic ing Agreement. The
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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
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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, 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. Counterparts. This Assignment may be executed in two or more
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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.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
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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.
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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/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
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Schedule 1
to Assignment of
Receivables in
Additional Accounts
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ADDITIONAL ACCOUNTS
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Schedule 2
The Chase Manhattan Bank USA, National Association
Chase Credit Card Master Trust
Officer's Certificate
Xxxxx Xxxxxx, a duly authorized officer of The Chase Manhattan Bank
USA, National Association, a national banking corporation organized and
existing under the laws of the United States of America ("Chase USA"), hereby
certifies and acknowledges on behalf of Chase USA that to the best of his
knowledge the following statements are true on February 1, 1998, (the
"Addition Date"), and acknowledges on behalf of Chase USA that this Officer's
Certificate will be relied upon by The Bank of New York, as Trustee (the
"Trustee") of the Chase Credit Card Master Trust in connection with the Trustee
entering into Assignment No. 4 of Receivables in Additional Accounts, dated as
of the Addition Date (the "Assignment"), by and between Chase USA and the
Trustee, in connection with the Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996, as heretofore supplemented
and amended (the "Pooling and Servicing Agreement") pursuant to which The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and Servicer, Chase USA as
Transferor on and after June 1, 1996 and the Trustee are parties. The
undersigned hereby certifies and acknowledges on behalf of Chase USA that:
(a) on or prior to the Addition Date, Chase USA has delivered to the
Trustee the Assignment (including an acceptance by the Trustee on behalf of
the Trust for the benefit of the Investor Certificateholders) and Chase USA has
indicated in its computer files that the Receivables created in connection with
the Additional Accounts have been transferred to the Trust and within five
Business Days after the Addition Date Chase USA shall deliver to the Trustee a
computer file or microfiche list containing a true and complete list of all
Additional Accounts identified by account number and the aggregate amount of the
Receivables in such Additional Accounts as of the Addition Date, which computer
file or microfiche list shall be as of the date of such Assignment,
incorporated into and made a part of such Assignment and the Pooling and
Servicing Agreement.
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(b) Legal, Valid and Binding Obligation. The Assignment constitutes
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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).
(c) Eligibility Of Accounts. Each Additional Account designated
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pursuant to the Assignment is an Eligible Account and each Receivable in such
Additional Account is an Eligible Receivable.
(d) Selection Procedures. No selection procedures believed by Chase
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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.
(e) Insolvency. Chase USA is not insolvent and, after giving effect
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to the conveyance set forth in Section 3 of the Assignment, will not be
insolvent. The Transfer of Receivables was not made in contemplation of
insolvency. The transfer of the Receivables was made in good faith and without
the intent to hinder, delay or defraud any of Chase USA's present or future
creditors.
(f) Security Interest. The Assignment constitutes either: (i) a
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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 pursuant to the Assignment, 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 Trust free and clear of any Lien of any
Person claiming through or under the Transferor 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 Chase USA as holder of the Transferor Certificate
and (z) Chase USA's right to receive interest accruing on, and
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investment earnings in respect of, the Finance Charge Account and the Principal
Account as provided in the Pooling and Servicing Agreement and any Supplement;
or (ii) a grant of a security interest (as defined in the UCC) in such property
to the Trust, which is enforceable with respect to the existing Receivables of
the Addition al Accounts designated pursuant to the Assignment, the proceeds (as
defined in the UCC) thereof and Insurance Proceeds relating thereto upon the
conveyance of such Receivables to the Trust, and which will be enforceable with
respect to the Receivables thereafter created in respect of Additional Accounts
designated pursuant to the Assignment, the proceeds (as defined in the UCC)
thereof and Insurance Proceeds relating thereto, upon such creation; and (iii)
if the Assignment constitutes the grant of a security interest to the Trust in
such property, upon the filing of a financing statement described in Section 3
of the Assignment with respect to the Additional Accounts designated pursuant
to the Assignment 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 Trust
shall have a first priority perfected security interest in such property
(subject to Section 9-306 of 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.
(g) Requirements of Pooling and Servicing Agreement. All
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requirements set forth in Section 2.6 of the Pooling and Servicing Agreement for
designating Additional Accounts and conveying the Principal Receivables of
such Accounts, whether now existing or hereafter created, have been satisfied.
(h) Executive Office. The chief executive office of Chase USA is
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located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The chief executive
office of Chase USA has been located in Delaware at all times since January 1,
1996.
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Initially capitalized terms used herein and not otherwise defined are
used as defined in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
February, 1998.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By:________________________
Name:
Title:
