Exhibit 10.2
ASSIGNMENT No. 32 OF RECEIVABLES IN
ADDITIONAL ACCOUNTS, (this “Assignment”) dated as of
August 17, 2005, by and between CHASE 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
and 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, the Second Amendment thereto dated as of March 1, 2002,
the Third Amendment thereto, dated as of July 15, 2004, and the
Fourth Amendment thereto, dated as of October 15, 2004 (as amended,
the “Pooling and Servicing Agreement”), by and between
Chase USA, as Transferor and Servicer, and the Trustee;
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 Cut Off Date
” shall mean, with respect to the Additional Accounts
designated hereby, July 31, 2005.
“ Addition Date ”
shall mean, with respect to the Additional Accounts designated
hereby, August 17, 2005.
“ Notice Date ”
shall mean, with respect to the Additional Accounts designated
hereby, August 3, 2005.
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
.
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.
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.
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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.
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.
