Exhibit 10.1
ASSIGNMENT No. 13 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated
as of April 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:
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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 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, April 1, 2000.
"Notice Date" shall mean, with respect to the
Additional Accounts designated hereby, March 6, 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.
A0 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.
B0 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
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(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.
C0 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.
D0 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:
A0 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).
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B0 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.
C0 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.
D0 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.
E0 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 desig-
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nated 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.
F0 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:
A0 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.
B0 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.
C0 Additional Information. Chase USA shall
have delivered to the Trustee such information as was
reasonably re-
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quested 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 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, 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.
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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, 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:________________________
Name:
Title:
Schedule 1
to Assignment of
Receivables in
Additional Accounts
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ADDITIONAL ACCOUNTS
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