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ASSIGNMENT No. 15 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of
August 1, 2000, 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:
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 Third Amended and Restated Pooling and Servicing
Agreement, dated as of November 15, 1999 (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, August 1, 2000.
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"Notice Date" shall mean, with respect to the Additional
Accounts designated hereby, July 12, 2000.
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 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.
A. Chase USA does hereby transfer, assign, 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 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
indi-
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cate 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.
D. Chase 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
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.
5. Representations and Warranties of Chase USA. Chase USA
hereby represents and warrants to the Trust 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.
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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 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
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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
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.
C. Additional Information. Chase USA shall have
delivered to the 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 Servicing Agreement. The
Pooling and Servicing Agreement is hereby amended to provide that all
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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, 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 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
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
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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:
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Name:
Title:
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Schedule 1
to Assignment of
Receivables in
Additional Accounts
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ADDITIONAL ACCOUNTS
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