Exhibit 4.10
CHASE CREDIT CARD OWNER TRUST 1999-3
TRUST AGREEMENT
between
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
Dated as of September 29, 1999
TABLE OF CONTENTS
Page
ARTICLE I.
DEFINITIONS
SECTION 1.1. Capitalized Terms . . . . . . . . . . . . . . . . . 1
ARTICLE II.
ORGANIZATION
SECTION 2.1. Name . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.2. Office . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.3. Purposes and Powers . . . . . . . . . . . . . . . . 3
SECTION 2.4. Appointment of Owner Trustee . . . . . . . . . . . . 4
SECTION 2.5. Initial Capital Contribution of Trust Estate . . . . 4
SECTION 2.6. Declaration of Trust . . . . . . . . . . . . . . . . 4
SECTION 2.7. Title to Owner Trust Property . . . . . . . . . . . 5
SECTION 2.8. Situs of Owner Trust . . . . . . . . . . . . . . . . 5
SECTION 2.9. Representations and Warranties of the Depositor . . 5
SECTION 2.10. Liability of Certificateholder . . . . . . . . . . . 6
ARTICLE III.
CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1. Initial Ownership . . . . . . . . . . . . . . . . . 6
SECTION 3.2. The Certificate . . . . . . . . . . . . . . . . . . 6
SECTION 3.3. Execution, Authentication and Delivery of
Certificates . . . . . . . . . . . . . . . . . . . 7
SECTION 3.4. Restrictions on Transfer . . . . . . . . . . . . . . 7
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificate . . 7
SECTION 3.6. Authenticating Agent . . . . . . . . . . . . . . . . 8
SECTION 3.7. Actions of Certificateholder . . . . . . . . . . . . 9
ARTICLE IV.
ACTIONS BY OWNER TRUSTEE
SECTION 4.1. Prior Notice to Certificateholder with Respect to
Certain Matters . . . . . . . . . . . . . . . . . 10
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ARTICLE V.
AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1. General Authority . . . . . . . . . . . . . . . . . 10
SECTION 5.2. General Duties . . . . . . . . . . . . . . . . . . . 11
SECTION 5.3. Action upon Instruction . . . . . . . . . . . . . . 11
SECTION 5.4. No Duties Except as Specified in this Agreement
or in Instructions . . . . . . . . . . . . . . . . 12
SECTION 5.5. No Action Except under Specified Documents or
Instructions . . . . . . . . . . . . . . . . . . . 12
SECTION 5.6. Restrictions . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.7. Doing Business in Other Jurisdictions . . . . . . . 13
ARTICLE VI.
CONCERNING OWNER TRUSTEE
SECTION 6.1. Acceptance of Trusts and Duties . . . . . . . . . . 13
SECTION 6.2. Furnishing of Documents . . . . . . . . . . . . . . 15
SECTION 6.3. Representations and Warranties . . . . . . . . . . . 15
SECTION 6.4. Reliance; Advice of Counsel . . . . . . . . . . . . 16
SECTION 6.5. Not Acting in Individual Capacity . . . . . . . . . 17
SECTION 6.6. Owner Trustee May Own Notes . . . . . . . . . . . . 17
ARTICLE VII.
COMPENSATION OF OWNER TRUSTEE
SECTION 7.1. Owner Trustee's Fees and Expenses . . . . . . . . . 17
SECTION 7.2. Indemnification . . . . . . . . . . . . . . . . . . 17
SECTION 7.3. Payments to Owner Trustee . . . . . . . . . . . . . 18
ARTICLE VIII.
TERMINATION OF TRUST AGREEMENT
SECTION 8.1. Termination of Trust Agreement . . . . . . . . . . . 18
ARTICLE IX.
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1. Eligibility Requirements for Owner Trustee . . . . . 19
SECTION 9.2. Resignation or Removal of Owner Trustee . . . . . . 19
SECTION 9.3. Successor Owner Trustee . . . . . . . . . . . . . . 20
SECTION 9.4. Merger or Consolidation of Owner Trustee . . . . . . 21
SECTION 9.5. Appointment of Co-Trustee or Separate Trustee . . . 21
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ARTICLE X.
MISCELLANEOUS
SECTION 10.1. Supplements and Amendments . . . . . . . . . . . . 23
SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholder . . . . . . . . . . . . . . . . 24
SECTION 10.3. Limitations on Rights of Others . . . . . . . . . . 24
SECTION 10.4. Notices . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.5. Severability . . . . . . . . . . . . . . . . . . . 24
SECTION 10.6. Separate Counterparts . . . . . . . . . . . . . . . 24
SECTION 10.7. Successors and Assigns . . . . . . . . . . . . . . 25
SECTION 10.8. Nonpetition Covenants . . . . . . . . . . . . . . . 25
SECTION 10.9. No Recourse . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.10. Headings . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.11. GOVERNING LAW . . . . . . . . . . . . . . . . . . . 25
SECTION 10.12. Depositor Payment Obligation . . . . . . . . . . . 25
SECTION 10.13. Acceptance of Terms of Agreement . . . . . . . . . 26
SECTION 10.14. Integration of Documents . . . . . . . . . . . . . 26
EXHIBITS
Exhibit A - Form of Certificate
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TRUST AGREEMENT dated as of September 29, 1999 between CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), a national banking
association having its principal executive offices located at 000 Xxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as the depositor (in its capacity as the
depositor, the "Depositor") and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as the owner trustee (the "Owner Trustee").
ARTICLE I. DEFINITIONS
SECTION 1.1. Capitalized Terms. (a) For all purposes of
this Agreement, the following terms shall have the meanings set forth below:
"Administrator" means Chase Manhattan Bank USA, National Association,
or any successor Administrator under the Deposit and Administration
Agreement.
"Agreement" means this Chase Credit Card Owner Trust 1999-3 Trust
Agreement, as the same may be amended, modified or otherwise supplemented
from time to time.
"Basic Documents" means the Indenture, this Agreement, the Deposit
and Administration Agreement, the Note Underwriting Agreement and other
documents delivered in connection herewith and therewith.
"Certificate" means the certificate evidencing the beneficial
interest of the Certificateholder in the Owner Trust, substantially in the
form attached hereto as Exhibit A.
"Certificateholder" means Chase Manhattan Bank USA, National
Association, and its successors and permitted assigns.
"Code" means the Internal Revenue Code of 1986, as amended.
"Corporate Trust Office" means, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at Xxxxxx
Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000; or such other
address as the Owner Trustee may designate by notice to the Depositor, or the
principal corporate trust office of any successor Owner Trustee (the address
of which the successor Owner Trustee will notify the Certificateholder and
the Depositor).
"Deposit and Administration Agreement" means the Deposit and
Administration Agreement, dated as of September 29, 1999, between the Owner
Trustee, on behalf of the Owner Trust, and Chase Manhattan Bank USA, National
Association, as Depositor and as Administrator, as the same may be amended,
supplemented or otherwise modified from time to time.
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"Depositor" means Chase Manhattan Bank USA, National Association, in
its capacity as Depositor hereunder and its successors and assigns in such
capacity.
"Expenses" has the meaning assigned to such term in Section 7.2.
"Indemnified Parties" shall have the meaning assigned to such term in
Section 7.2.
"Indenture Trustee" means The Bank of New York, not in its individual
capacity but solely as Indenture Trustee under the Indenture, and any
successor Indenture Trustee under the Indenture.
"Owner Trust" means the trust created by this Agreement.
"Owner Trust Estate" means all right, title and interest of the Owner
Trustee in and to the property and rights assigned to the Owner Trustee
pursuant to Section 2.5 of this Agreement and Section 2.1 of the Deposit and
Administration Agreement, all monies, securities, instruments and other
property on deposit from time to time in the accounts established hereunder
and all other property of the Owner Trust from time to time, including any
rights of the Owner Trustee on behalf of the Owner Trust pursuant to the
Deposit and Administration Agreement.
"Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee for
the Chase Credit Card Owner Trust 1999-3 under this Agreement (unless
otherwise specified herein), and any successor Owner Trustee hereunder.
"Requirements of Law" means, for any Person, the certificate of
incorporation or articles of association and by-laws or other organizational
or governing documents of such Person, and any law, treaty, rule or
regulations, or determination of an arbitrator or Governmental Authority, in
each case applicable to or binding upon such Person or to which such Person
is subject, whether federal, state or local (including without limitation,
usury laws, the federal Truth in Lending Act and Regulation Z and Regulation
B of the Board of Governors of the Federal Reserve System).
"Secretary of State" means the Secretary of State of the State of
Delaware.
(b) All terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.
(c) As used in this Agreement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
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not defined in this Agreement or in any such certificate or other document,
and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Agreement or in any such certificate or other document are inconsistent with
the meanings of such terms under generally accepted accounting principles,
the definitions contained in this Agreement or in any such certificate or
other document shall control.
(d) The words "hereof," "herein," "hereunder," and words
of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement; Section and
Exhibit references contained in this Agreement are references to Sections and
Exhibits in or to this Agreement unless otherwise specified; and the term
"including" shall mean "including without limitation."
(e) The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.
ARTICLE II. ORGANIZATION
SECTION 2.1. Name. The trust created hereby shall be
referred to for convenience as "Chase Credit Card Owner Trust 1999-3"
(hereinafter, the "Owner Trust"). The Owner Trust shall not be a "business
trust" as defined in 12 Del.C. 3801.
SECTION 2.2. Office. The office of the Owner Trust shall
be in care of the Owner Trustee at the Corporate Trust Office or at such
other address as the Owner Trustee may designate by written notice to the
Certificateholder and the Depositor.
SECTION 2.3. Purposes and Powers. The purpose of the
Owner Trust is, and the Owner Trustee shall have the power and authority, on
behalf of the Owner Trust to engage in the following activities:
(a) to issue the Notes in the name of the Owner Trust
pursuant to the Indenture and the Certificate pursuant to this Agreement, and
to sell, transfer or exchange the Notes and the Certificate;
(b) to acquire the property and assets set forth in the
Deposit and Administration Agreement from the Depositor pursuant to the terms
thereof, to make payments or distributions on the Notes and the Certificate,
to make deposits to and withdrawals from the Reserve Account and other
accounts established under the Indenture;
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(c) to assign, grant, transfer, pledge, mortgage and
convey the Owner Trust Estate pursuant to the Indenture and to hold, manage
and distribute to the Certificateholder pursuant to the terms of the Deposit
and Administration Agreement any portion of the Owner Trust Estate released
from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture;
(d) to enter into and perform its obligations under the
Basic Documents to which it is a party;
(e) to engage in those activities, including entering
into agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(f) subject to compliance with the Basic Documents, to
engage in such other activities as may be required in connection with
conservation of the Owner Trust Estate and the making of distributions to the
Certificateholder and the Noteholders.
The Owner Trustee, on behalf of the Owner Trust, is hereby authorized to
engage in the foregoing activities. Neither the Owner Trustee, nor the Owner
Trust, shall engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents.
SECTION 2.4. Appointment of Owner Trustee. The Depositor
hereby appoints the Owner Trustee as trustee of the Owner Trust effective as
of the date hereof, to have all the rights, powers and duties set forth
herein.
SECTION 2.5. Initial Capital Contribution of Trust
Estate. The Depositor hereby sells, assigns, transfers, conveys and sets
over to the Owner Trustee, as of the date hereof, $1.00. The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date
hereof, of the foregoing contribution, which shall constitute the initial
Owner Trust Estate. The Depositor shall pay the organizational expenses of
the Owner Trust as they may arise or shall, upon the request of the Owner
Trustee, promptly reimburse the Owner Trustee for any such expenses paid by
the Owner Trustee.
SECTION 2.6. Declaration of Trust. The Owner Trustee
hereby declares that it will hold the Owner Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of the
Certificateholder, subject to the obligations of the Owner Trustee, on behalf
of the Owner Trust, under the Basic Documents. It is the intention of the
parties hereto that the Owner Trust constitute a common law trust duly formed
in accordance with the laws of the State of Delaware and that this Agreement
constitutes the governing instrument of such trust. It is the intention of
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the parties hereto that, solely for United States income and franchise tax
purposes, the Owner Trust shall be treated as a division or branch of the
Depositor. The parties agree that, unless otherwise required by appropriate
tax authorities, they will take no action contrary to the foregoing
intention. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein with respect to accomplishing the
purposes of the Owner Trust.
SECTION 2.7. Title to Owner Trust Property. Legal title
to all the Owner Trust Estate shall be vested at all times in the Owner
Trustee, on behalf of the Owner Trust, except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be
vested in a co-trustee or a separate trustee, in which case title to such
part shall be deemed to be vested in the co-trustee and/or separate trustee,
as the case may be.
SECTION 2.8. Situs of Owner Trust. The Owner Trust will
be located and administered in the State of Delaware. All bank accounts
maintained by the Owner Trustee on behalf of the Owner Trust shall be located
in the State of Delaware or the State of New York. Payments will be received
by the Owner Trust only in Delaware or New York, and payments and
distributions will be made by the Owner Trust only from Delaware or New York.
The only office of the Owner Trust will be at the Corporate Trust Office of
the Owner Trustee in Delaware.
SECTION 2.9. Representations and Warranties of the
Depositor. The Depositor hereby represents and warrants to the Owner Trustee
that:
(i) The Depositor has been duly organized and is validly
existing as a national banking association in good standing under the
laws of the United States of America, with power and authority to own
its properties and to conduct its business as such properties are
currently owned and such business is presently conducted.
(ii) The Depositor has the corporate power and authority
to execute and deliver this Agreement and to carry out its terms; the
Depositor has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Owner
Trustee, on behalf of the Owner Trust, and the Depositor has duly
authorized such sale and assignment and deposit to the Owner Trustee,
on behalf of the Owner Trust, by all necessary action; and the
execution, delivery and performance of this Agreement has been duly
authorized by the Depositor by all necessary action.
(iii) The consummation of the transactions contemplated
by this Agreement and the other Basic Documents and the fulfillment
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of the terms hereof, do not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under, the articles of association
or bylaws of the Depositor, or conflict with or breach any of the
material terms or provisions of or constitute (with or without notice
or lapse of time) a default under any indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound;
nor result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or
other instrument; nor violate any law or, to the best of the
Depositor's knowledge, any order, rule or regulation applicable to
the Depositor of any court or of any Federal or state regulatory
body, administrative agency or other governmental instrumentality
having jurisdiction over the Depositor or its properties.
(iv) There are no proceedings or investigations pending
or, to the best knowledge of the Depositor, threatened against the
Depositor before any court, regulatory body, administrative agency,
or other tribunal or governmental instrumentality having jurisdiction
over the Depositor (i) asserting the invalidity of any of the Basic
Documents to which the Depositor is a party, (ii) seeking to prevent
the consummation of any of the transactions contemplated by any of
the Basic Documents, to which the Depositor is a party, (iii) seeking
any determination or ruling that, in the reasonable judgment of the
Depositor, would materially and adversely affect the performance by
the Depositor of its obligations under the Basic Documents to which
the Depositor is a party, or (iv) seeking any determination or ruling
that would materially and adversely affect the validity or
enforceability of the Basic Documents to which the Depositor is a
party.
SECTION 2.10. Liability of Certificateholder. The
Certificateholder shall not have any personal liability for any liability or
obligation of the Owner Trustee or the Owner Trust.
ARTICLE III. CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1. Initial Ownership. Upon the formation of
the Owner Trust by the contribution by the Depositor pursuant to Section 2.5,
the Depositor shall be the sole beneficiary of the Owner Trust.
SECTION 3.2. The Certificate. (a) The Certificate shall
be issued substantially in the form of Exhibit A, which is incorporated by
reference herein. The Certificate shall be executed on behalf of the Owner
Trust by manual or facsimile signature of an Authorized Officer or other
authorized signatory of the Owner Trustee. A Certificate bearing the manual
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or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Owner
Trust, shall be validly issued and entitled to the benefit of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be
so authorized prior to the authentication and delivery of such Certificate or
did not hold such offices at the date of authentication and delivery of such
Certificate. The Certificate shall not entitle its Holder to any benefit
under this Agreement, or be valid for any purpose, unless there shall appear
on such Certificate a certificate of authentication substantially in the form
set forth in Exhibit A, executed by the Owner Trustee, or the Owner Trustee's
authentication agent, by manual or facsimile signature; such authentication
shall constitute conclusive evidence that such Certificate shall have been
duly authenticated and delivered hereunder. The Certificate shall be dated
the date of its authentication.
(b) The Certificateholder shall be entitled to receive
distributions from the Owner Trust Estate only in accordance with this
Agreement and the Deposit and Administration Agreement. In no event shall
the Depositor or the Certificateholder be entitled to possession of, or be
permitted to encumber any part of, the Owner Trust Estate.
SECTION 3.3. Execution, Authentication and Delivery of
Certificates. Concurrently with the initial deposit of the Series
Certificate with the Owner Trustee, on behalf of the Owner Trust, pursuant to
the Deposit and Administration Agreement, the Owner Trustee shall cause the
Certificate to be executed on behalf of the Owner Trust, authenticated and
delivered to or upon the written order of the Depositor, signed by its
chairman of the board, its president or any vice president, without further
action by the Depositor.
SECTION 3.4. Restrictions on Transfer. To the fullest
extent permitted by applicable law, the Certificate (or any interest therein)
may not be sold, transferred, assigned, participated, pledged or otherwise
disposed of by the Depositor to any Person.
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen
Certificate. If (a) the mutilated Certificate shall be surrendered to the
Owner Trustee, or if the Owner Trustee shall receive evidence to its
satisfaction of the destruction, loss or theft of the Certificate and (b)
there shall be delivered to the Owner Trustee such security or indemnity as
may be required by it to save it harmless, then the Owner Trustee shall
execute and the Owner Trustee, or the Owner Trustee's authenticating agent,
shall authenticate and deliver, in exchange for or in lieu of the mutilated,
destroyed, lost or stolen Certificate, a new Certificate. In connection with
the issuance of any new Certificate under this Section 3.5, the Owner Trustee
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any
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duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Owner Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. The provisions of this Section 3.5 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of the mutilated, destroyed, lost or stolen
Certificate.
SECTION 3.6. Authenticating Agent. (a) The Owner
Trustee may appoint one or more authenticating agents with respect to the
Certificate which shall be authorized to act on behalf of the Owner Trustee
in authenticating the Certificate in connection with the issuance, delivery,
registration of transfer, exchange or repayment of the Certificate. Whenever
reference is made in this Agreement to the authentication of the Certificate
by the Owner Trustee or the Owner Trustee's certificate of authentication,
such reference shall be deemed to include authentication on behalf of the
Owner Trustee by an authenticating agent and a certificate of authentication
executed on behalf of the Owner Trustee by an authenticating agent. Each
authenticating agent shall be subject to acceptance by the Depositor.
(b) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an authenticating
agent without the execution or filing of any paper or any further act on the
part of the Owner Trustee or such authenticating agent.
(c) An authenticating agent may at any time resign by
giving written notice of resignation to the Owner Trustee and the Depositor.
The Owner Trustee may at any time terminate the agency of an authenticating
agent by giving notice of termination to such authenticating agent and to the
Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an authenticating agent shall cease to be
acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly
may appoint a successor authenticating agent with the consent of the
Depositor. Any successor authenticating agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named
as an authenticating agent.
(d) The Depositor shall pay the authenticating agent
from time to time reasonable compensation for its services under this Section
3.6.
(e) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1
and 7.2 shall be applicable to any authenticating agent.
(f) Pursuant to an appointment made under this Section
3.6, the Certificate may have endorsed thereon, in lieu of the Owner
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Trustee's certificate of authentication, an alternate certificate of
authentication in substantially the following form:
This is the Certificate referred to in the within-mentioned Trust
Agreement.
or
WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY
not in its individual capacity not in its individual capacity
but solely as Owner Trustee for the Chase but solely as Owner Trustee for the
Credit Card Owner Trust 1999-3 Chase Credit Card Owner Trust 1999-3
By: ______________________________
Authenticating Agent
By: __________________________ By: ______________________________
Authorized Signatory Authorized Signatory
SECTION 3.7. Actions of Certificateholder. (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by the
Certificateholder may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by the Certificateholder in person or
by agent duly appointed in writing; and except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Owner Trustee and, when required, to the
Depositor or the Servicer. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Owner Trustee, the Depositor and the
Servicer, if made in the manner provided in this Section 3.7.
(b) The fact and date of the execution by the
Certificateholder of any such instrument or writing may be proved in any
reasonable manner which the Owner Trustee deems sufficient.
(c) The Owner Trustee may require such additional proof
of any matter referred to in this Section 3.7 as it shall deem necessary.
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ARTICLE IV. ACTIONS BY OWNER TRUSTEE
SECTION 4.1. Prior Notice to Certificateholder with
Respect to Certain Matters. With respect to the following matters, the Owner
Trustee shall not take action unless at least 30 days before the taking of
such action, the Owner Trustee shall have notified the Certificateholder in
writing of the proposed action:
(a) the initiation of any claim or lawsuit on behalf of
the Owner Trust (except claims or lawsuits brought to collect on the Series
Certificate) and the compromise of any material action, claim or lawsuit
brought by or against the Owner Trust or the Owner Trustee (except with
respect to the aforementioned claims or lawsuits to collect on the Series
Certificate);
(b) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is required;
(c) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is not
required and such amendment materially adversely affects the interest of the
Certificateholder;
(d) the amendment, change or modification of the Deposit
and Administration Agreement, except any amendment where the consent of the
Certificateholder is not required under the terms of the Deposit and
Administration Agreement; or
(e) the appointment pursuant to the Indenture of a
successor Indenture Trustee or the consent to the assignment by the Note
Registrar, the Paying Agent, the Indenture Trustee or the Certificate
Registrar of its obligations under the Indenture.
The Owner Trustee shall notify the Certificateholder in writing of any
appointment of a successor Paying Agent, Authenticating Agent or Certificate
Registrar within five Business Days thereof.
ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1. General Authority. The Owner Trustee is
authorized and directed to execute and deliver the Basic Documents to which
the Owner Trustee, on behalf of the Owner Trust, is to be a party and each
certificate or other document required to be executed on behalf of the Owner
Trust that is attached as an exhibit to or contemplated by the Basic
Documents or any amendment thereto or other agreement, in each case, in such
form as the Depositor shall approve as evidenced conclusively by the Owner
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Trustee's execution thereof and the Depositor's execution of the related
documents. In addition to the foregoing, the Owner Trustee is authorized,
but shall not be obligated, to take all actions required to be taken on
behalf of the Owner Trust pursuant to the Basic Documents. The Owner Trustee
is further authorized from time to time to take such action as the
Administrator directs in writing with respect to the Basic Documents, except
to extent that the Basic Documents expressly require the consent of the
Depositor for such action.
SECTION 5.2. General Duties. It shall be the duty of the
Owner Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the other Basic
Documents and to administer the Owner Trust in the interest of the
Certificateholder, subject to the Basic Documents and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Basic Documents to the extent the Administrator has
agreed in the Deposit and Administration Agreement to perform any act or to
discharge any duty of the Owner Trustee hereunder or under any other Basic
Document, and the Owner Trustee shall not be liable for the default or
failure of the Administrator to carry out its obligations under the Deposit
and Administration Agreement.
SECTION 5.3. Action upon Instruction. (a) The
Certificateholder may, by written instruction, direct the Owner Trustee in
the management of the Owner Trust. Such direction may be exercised at any
time by written instruction of the Certificateholder.
(b) Notwithstanding the foregoing, the Owner Trustee
shall not be required to take any action hereunder or under any other Basic
Document if the Owner Trustee shall reasonably determine, or shall have been
advised by counsel in writing, that such action is likely to result in
personal liability to the Owner Trustee (in such capacity or individually),
is contrary to the terms of this Agreement or any other Basic Document or is
contrary to law.
(c) Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of
this Agreement or any other Basic Document or is unsure as to the application
of any provision of this Agreement or any other Basic Document, or if any
such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholder requesting instruction as to the course of action to be
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adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholder received, the Owner
Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within ten days
of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the other Basic Documents, as it shall
deem to be in the best interests of the Certificateholder, and shall have no
liability to any Person for such action or inaction.
SECTION 5.4. No Duties Except as Specified in this
Agreement or in Instructions. The Owner Trustee shall undertake to perform
such duties and only such duties as are specifically set forth in this
Agreement and the other Basic Documents, and no implied covenants or
obligations shall be read into this Agreement or the other Basic Documents.
The Owner Trustee shall not have any duty or obligation to manage, make any
payment with respect to, register, record, sell, dispose of, or otherwise
deal with the Owner Trust Estate, or to otherwise take or refrain from taking
any action under, or in connection with, any document contemplated hereby to
which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 5.3; and no implied duties or obligations
shall be read into this Agreement or any other Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any filing for the Owner Trust
with the Securities and Exchange Commission or to record this Agreement or
any other Basic Document. The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be
necessary to discharge any Liens on any part of the Owner Trust Estate that
result from actions by, or claims against, the Owner Trustee, in its
individual capacity, that are not related to the ownership or the
administration of the Owner Trust Estate.
SECTION 5.5. No Action Except under Specified Documents
or Instructions. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Owner Trust Estate except
(i) in accordance with the powers granted to and the authority conferred upon
the Owner Trustee pursuant to this Agreement, (ii) in accordance with the
Basic Documents, and (iii) in accordance with any document or instruction
delivered to the Owner Trustee pursuant to Section 5.3.
SECTION 5.6. Restrictions. The Owner Trustee shall not
(a) take any action that is inconsistent with the purposes of the Owner Trust
set forth in Section 2.3 or (b) take any action or amend this Agreement in
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any manner that, to the actual knowledge of a Responsible Officer of the
Owner Trustee, would result in the Owner Trust becoming taxable as a
corporation for United States federal income tax purposes. The
Certificateholder shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.
SECTION 5.7. Doing Business in Other Jurisdictions.
(a) Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware, other than as set forth in the last sentence
of this Section 5.7, if the taking of such action will (i) require the
consent or approval or authorization or order of or the giving of notice to,
or the registration with or the taking of any other action in respect of, any
state or other governmental authority or agency of any jurisdiction other
than the State of Delaware; (ii) result in any fee, tax or other governmental
charge under the laws of any jurisdiction or any political subdivisions
thereof in existence on the date hereof other than the State of Delaware
becoming payable by the Owner Trustee; or (iii) subject the Owner Trustee to
personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by the Owner Trustee, as the case may be, contemplated hereby.
The Owner Trustee shall be entitled to obtain advice of counsel (which advice
shall be an expense of the Depositor) to determine whether any action
required to be taken pursuant to this Agreement results in the consequences
described in clauses (i), (ii) and (iii) of the preceding sentence. In the
event that said counsel advises the Owner Trustee that such action will
result in such consequences, the Owner Trustee will, at the expense of the
Depositor, appoint an additional trustee pursuant to Section 9.5 to proceed
with such action.
ARTICLE VI. CONCERNING OWNER TRUSTEE
SECTION 6.1. Acceptance of Trusts and Duties. The Owner
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of this
Agreement. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the Owner Trust Estate upon the terms of
the other Basic Documents and this Agreement. The Owner Trustee shall not be
answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct, bad faith or gross
negligence or (ii) in the case of the breach of any representation or
warranty contained in Section 6.3 expressly made by the Owner Trustee. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):
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(a) The Owner Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the Owner Trustee
unless it is proved that the Owner Trustee was grossly negligent in
ascertaining the pertinent facts;
(b) The Owner Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with the
instructions of the Certificateholder given pursuant to Section 5.3;
(c) No provision of this Agreement or any other Basic
Document shall require the Owner Trustee to expend or risk funds or otherwise
incur any financial liability in its own performance of any of its rights or
powers hereunder or under any other Basic Document if the Owner Trustee shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not assured or provided
to it;
(d) Under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes;
(e) The Owner Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Agreement or
for the due execution hereof by the Depositor or for the form, character,
genuineness, sufficiency, value or validity of any of the Owner Trust Estate
or for or in respect of the validity or sufficiency of the Basic Documents,
other than the certificate of authentication on the Certificate, shall not be
accountable for the use or application by the Depositor of the proceeds from
the Certificate, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to any Noteholder or to the Certificateholder,
other than as expressly provided for herein and in the other Basic Documents;
(f) The Owner Trustee shall not be liable for the
default or misconduct of the Indenture Trustee, the Administrator or the
Servicer under any of the Basic Documents or otherwise, and the Owner Trustee
shall have no obligation or liability to perform the obligations to be
performed on behalf of the Owner Trust under this Agreement or the other
Basic Documents that are required to be performed by the Administrator under
the Deposit and Administration Agreement or the Indenture Trustee under the
Indenture;
(g) The Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or otherwise
or in relation to this Agreement or any other Basic Document, at the request,
order or direction of the Certificateholder, unless the Certificateholder has
offered to the Owner Trustee security or indemnity satisfactory to it against
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the costs, expenses and liabilities that may be incurred by the Owner Trustee
therein or thereby. The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any other Basic Document
shall not be construed as a duty, and the Owner Trustee shall not be
answerable for other than its gross negligence, bad faith or willful
misconduct in the performance of any such act; and
(h) The Owner Trustee, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Owner Trustee that shall be specifically
required to be furnished pursuant to any provision of this Agreement or the
other Basic Documents, shall examine them to determine whether they conform
to the requirements of this Agreement or such other Basic Document; provided,
however, that the Owner Trustee shall not be responsible for the accuracy or
content of any such resolution, certificate, statement, opinion, report,
document, order or other instrument furnished to the Owner Trustee pursuant
to this Agreement or the other Basic Documents.
SECTION 6.2. Furnishing of Documents. The Owner Trustee
shall furnish to the Certificateholder promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Basic Documents.
SECTION 6.3. Representations and Warranties. Wilmington
Trust Company, in its individual capacity, hereby represents and warrants to
the Depositor, for the benefit of the Certificateholder, that:
(a) It is a banking corporation duly organized and
validly existing in good standing under the laws of the State of Delaware and
having an office within the State of Delaware. It has all requisite
corporate power, authority and legal right to execute, deliver and perform
its obligations under this Agreement.
(b) It has taken all corporate action necessary to
authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver this Agreement on its behalf.
(c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the terms or provisions hereof will
contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment,
writ, decree or order applicable to it, or constitute any default under its
charter documents or by-laws or, with or without notice or lapse of time, any
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indenture, mortgage, contract, agreement or instrument to which it is a party
or by which any of its properties may be bound.
(d) The execution, delivery and performance by
Wilmington Trust Company of this Agreement does not require the
authorization, consent, or approval of, the giving of notice to, the filing
or registration with, or the taking of any other action in respect of, any
governmental authority or agency of the State of Delaware or the United
States of America regulating the corporate trust activities of Wilmington
Trust Company.
(e) This Agreement has been duly authorized, executed
and delivered by Wilmington Trust Company and shall constitute the legal,
valid, and binding agreement of Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee for the Chase Credit Card
Owner Trust 1999-3, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization and
other laws affecting the rights of creditors generally, and by general
principles of equity regardless of whether enforcement is pursuant to a
proceeding in equity or at law.
SECTION 6.4. Reliance; Advice of Counsel. (a) The Owner
Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Owner
Trustee may accept a certified copy of a resolution of the board of directors
or other governing body of any corporate party as conclusive evidence that
such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner
Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer, secretary or other
authorized officers of the relevant party, as to such fact or matter, and
such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance
thereon.
(b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the other Basic Documents, the Owner Trustee (i) may act
directly or through its agents or attorneys pursuant to agreements entered
into with any of them, and the Owner Trustee shall not be liable for the
conduct or misconduct of such agents or attorneys if such agents or attorneys
shall have been selected by the Owner Trustee with due care and (ii) may
consult with counsel, accountants and other skilled persons knowledgeable in
the relevant area to be selected with reasonable care and employed by it.
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The Owner Trustee shall not be liable for anything done, suffered or omitted
in good faith by it in accordance with the written opinion or advice of any
such counsel, accountants or other such persons and not contrary to this
Agreement or any other Basic Document.
SECTION 6.5. Not Acting in Individual Capacity. Except
as provided in this Article VI, in accepting the trusts hereby created,
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee for the Chase Credit Card Owner Trust 1999-3, acts solely as the
Owner Trustee hereunder and not in its individual capacity and all Persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any other Basic Document shall look only to
the Owner Trust Estate for payment or satisfaction thereof.
SECTION 6.6. Owner Trustee May Own Notes. The Owner
Trustee in its individual or any other capacity may become the owner or
pledgee of the Notes and may deal with the Depositor, the Indenture Trustee
and the Servicer in banking transactions with the same rights as it would
have if it were not the Owner Trustee.
ARTICLE VII. COMPENSATION OF OWNER TRUSTEE
SECTION 7.1. Owner Trustee's Fees and Expenses. The
Owner Trustee shall receive as compensation for its services hereunder such
fees as have been separately agreed upon before the date hereof between the
Depositor and the Owner Trustee, and the Owner Trustee shall be entitled to
be reimbursed by the Depositor for its other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ
in connection with the exercise and performance of its rights and its duties
hereunder except any such expenses as may arise from its gross negligence,
wilful misfeasance, or bad faith or that is the responsibility of the
Certificateholder under this Agreement.
SECTION 7.2. Indemnification. The Depositor shall be
liable as primary obligor for, and shall indemnify the Owner Trustee (in such
capacity or individually) and its successors, assigns, agents and servants
(collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits,
and any and all reasonable costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by,
or asserted against the Owner Trustee or any Indemnified Party in any way
relating to or arising out of this Agreement, the other Basic Documents, the
Owner Trust Estate, the administration of the Owner Trust Estate or the
action or inaction of the Owner Trustee hereunder, except only that the
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Depositor shall not be liable for or required to indemnify the Owner Trustee
from and against Expenses arising or resulting from any of the matters
described in the third sentence of Section 6.1. The indemnities contained in
this Section shall survive the resignation or termination of the Owner
Trustee or the termination of this Agreement. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or
demand shall be brought or asserted against any Indemnified Party in respect
of which indemnity may be sought pursuant to this Section 7.2, such
Indemnified Party shall promptly notify the Depositor in writing, and the
Depositor upon request of the Indemnified Party shall retain counsel
reasonably satisfactory to the Indemnified Party (or, with the consent of the
Depositor, counsel selected by the Indemnified Party acceptable to the
Depositor) to represent the Indemnified Party and any others the Depositor
may designate in such proceeding and shall pay the reasonable fees and
expenses of such counsel related to such proceeding. The Depositor shall not
be liable for any settlement of any claim or proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Depositor agrees to indemnify any Indemnified
Party from and against any loss or liability by reason of such settlement or
judgment. The Depositor shall not, without the prior written consent of the
Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such proceeding.
SECTION 7.3. Payments to Owner Trustee. Any amounts paid
to the Owner Trustee pursuant to this Article VII shall be deemed not to be a
part of the Owner Trust Estate immediately after such payment.
ARTICLE VIII. TERMINATION OF TRUST AGREEMENT
SECTION 8.1. Termination of Trust Agreement. (a) The
Owner Trust shall terminate upon the final distribution by the Owner Trustee
of all moneys or other property or proceeds of the Owner Trust Estate in
accordance with the terms of the Indenture and the Deposit and Administration
Agreement; provided, that in no event will the Owner Trust continue more than
21 years after the date hereof. Any money or other property held as part of
the Owner Trust Estate following such distribution shall be distributed to
the Certificateholder. The bankruptcy, death, incapacity, liquidation,
dissolution or termination of the Depositor or Certificateholder (or any
other beneficiary) shall not (x) operate to revoke or terminate this
Agreement or the Owner Trust, or (y) entitle the Certificateholder's (or any
other beneficiary) legal representatives to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of all or
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any part of the Owner Trust or Owner Trustee Estate or (z) otherwise affect
the rights, obligations and liabilities of the parties hereto.
(b) Except as provided in Section 8.1(a), neither the
Depositor nor the Certificateholder shall be entitled to revoke or terminate
the Owner Trust.
(c) This Agreement shall be irrevocable. Except as
provided in this Section 8.1(c), neither the Depositor nor the
Certificateholder shall be entitled to revoke or terminate the Owner Trust or
this Agreement. The Depositor and the Owner Trustee acknowledge that the
Indenture Trustee, on behalf of the Noteholders, is a third-party beneficiary
of this Agreement and shall be entitled to enforce the terms of this
Agreement to the same extent as if they were signitaries hereto. For so long
as the Notes are outstanding, neither the Owner Trust nor this Agreement
shall be revoked without the prior written consent of the Indenture Trustee.
The Depositor and the Owner Trustee acknowledge that the Indenture Trustee,
as an agent of the Noteholders, maintains a legitimate interest in ensuring
that the Owner Trust is not revoked prior to the fulfillment of the Owner
Trust objectives. In no event may this Agreement be amended without the
prior written consent of the Indenture Trustee if the effect of such
amendment is the revocation or termination of this Owner Trust other than in
accordance with this Section 8.1.
ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1. Eligibility Requirements for Owner Trustee.
The Owner Trustee shall at all times be a corporation authorized to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent) which has a rating of at least
Baa3 by Xxxxx'x, at least BBB- by Standard & Poor's and, if rated by Fitch,
at least BBB- by Fitch, or if not rated, otherwise satisfactory to each Note
Rating Agency. If such corporation shall publish reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Owner
Trustee shall resign immediately in the manner and with the effect specified
in Section 9.2.
SECTION 9.2. Resignation or Removal of Owner Trustee.
The Owner Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Administrator. Upon
receiving such notice of resignation, the Administrator shall promptly
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appoint a successor Owner Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Owner Trustee
and one copy to the successor Owner Trustee. If no successor Owner Trustee
shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Owner Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.
If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 9.1 and shall fail to
resign after written request therefor by the Administrator, or if at any time
the Owner Trustee shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Owner Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Administrator may
remove the Owner Trustee. If the Administrator shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the outgoing Owner Trustee so removed and one copy of which shall be
delivered to the successor Owner Trustee, and payment of all fees owed to the
outgoing Owner Trustee shall be made to the outgoing Owner Trustee.
Any resignation or removal of the Owner Trustee and
appointment of a successor Owner Trustee pursuant to any of the provisions of
this Section shall not become effective until acceptance of appointment by
the successor Owner Trustee pursuant to Section 9.3 and payment of all fees
and expenses owed to the outgoing Owner Trustee. The Administrator shall
provide notice of such resignation or removal of the Owner Trustee to each of
the Note Rating Agencies.
SECTION 9.3. Successor Owner Trustee. Any successor
Owner Trustee appointed pursuant to Section 9.2 shall execute, acknowledge
and deliver to the Administrator and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become
effective and such successor Owner Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as the Owner Trustee. The predecessor Owner Trustee shall
upon payment of its fees and expenses deliver to the successor Owner Trustee
all documents and statements and monies held by it under this Agreement; and
the Administrator and the predecessor Owner Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for
fully and certainly vesting and confirming in the successor Owner Trustee all
such rights, powers, duties and obligations.
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No successor Owner Trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
Owner Trustee shall be eligible pursuant to Section 9.1.
Upon acceptance of appointment by a successor Owner
Trustee pursuant to this Section, the Administrator shall mail notice of the
successor of such Owner Trustee to the Certificateholder, the Indenture
Trustee, the Noteholders and the Note Rating Agencies. If the Administrator
shall fail to mail such notice within 10 days after acceptance of appointment
by the successor Owner Trustee, the successor Owner Trustee shall cause such
notice to be mailed at the expense of the Administrator.
SECTION 9.4. Merger or Consolidation of Owner Trustee.
Any corporation into which the Owner Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Owner Trustee, shall be the successor of the
Owner Trustee hereunder, provided such corporation shall be eligible pursuant
to Section 9.1, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided further that the Owner Trustee shall mail
notice of such merger or consolidation to the Note Rating Agencies.
SECTION 9.5. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Owner Trust Estate may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint at the expense of the
Depositor one or more Persons approved by the Owner Trustee to act as co-
trustee, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person, in such capacity, such title to the Owner Trust, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined
in such appointment within 15 days after the receipt by it of a request so to
do, the Owner Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee under this Agreement shall be required to
meet the terms of eligibility as a successor trustee pursuant to Section 9.1
and no notice of the appointment of any co-trustee or separate trustee shall
be required pursuant to Section 9.3.
Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions
and conditions:
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(i) all rights, powers, duties and obligations conferred
or imposed upon the Owner Trustee shall be conferred upon and
exercised or performed by the Owner Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Owner
Trustee joining in such act), except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be
performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Owner Trust or
any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely
at the direction of the Owner Trustee;
(ii) no trustee under this Agreement shall be personally
liable by reason of any act or omission of any other trustee under
this Agreement; and
(iii) the Administrator and the Owner Trustee acting
jointly may at any time accept the resignation of or remove any
separate trustee or co-trustee.
Any notice, request or other writing given to the Owner
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article. Each separate trustee and co-
trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Owner Trustee. Each such
instrument shall be filed with the Owner Trustee and a copy thereof given to
the Administrator.
Any separate trustee or co-trustee may at any time appoint
the Owner Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and
be exercised by the Owner Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
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ARTICLE X. MISCELLANEOUS
SECTION 10.1. Supplements and Amendments. This Agreement
may be amended by the Depositor and the Owner Trustee, with prior written
notice to the Note Rating Agencies, without the consent of the Indenture
Trustee, any of the Noteholders or the Certificateholder, to cure any
ambiguity or defect, to correct or supplement any provisions in this
Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Agreement or of modifying
in any manner the rights of the Noteholders or the Certificateholder;
provided, however, that such amendment will not (i) as evidenced by an
Officer's Certificate of the Depositor addressed and delivered to the Owner
Trustee and the Indenture Trustee, materially and adversely affect the
interest of any Noteholder or the Owner Trust and (ii) as evidenced by an
Opinion of Counsel addressed and delivered to the Owner Trustee and the
Indenture Trustee, cause the Owner Trust to be classified as an association
(or a publicly traded partnership) taxable as a corporation for federal
income tax purposes; provided, further, that the Depositor shall deliver
written notice of such amendments to each Note Rating Agency prior to the
execution of any such amendment.
This Agreement may also be amended from time to time by
the Depositor and the Owner Trustee, with prior written notice to the Note
Rating Agencies, with the prior written consent of the Holders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or modifying in any
manner the rights of the Noteholders or the Certificateholder; provided that
no such amendment shall (a) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments in respect of
the Series Certificate or distributions that shall be required to be made for
the benefit of the Noteholders or the Certificateholder, or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes, the Holders of
which are required to consent to any such amendment.
Promptly after the execution of any amendment or consent,
the Owner Trustee shall furnish written notification of the substance of such
amendment or consent to the Certificateholder, the Indenture Trustee and each
of the Note Rating Agencies.
It shall not be necessary for the consent of the
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof.
Prior to the execution of any amendment to this Agreement,
the Owner Trustee shall be entitled to receive and rely upon an Opinion of
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Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement. The Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.
SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholder. The Certificateholder shall not have legal title to any
part of the Owner Trust Estate. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholder to and in
its ownership interest in the Owner Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.
SECTION 10.3. Limitations on Rights of Others. The
provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Depositor, the Certificateholder and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants, conditions
or provisions contained herein.
SECTION 10.4. Notices. Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing
and shall be deemed given upon receipt personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and
shall be deemed to have been duly given upon receipt, if to the Owner
Trustee, addressed to Wilmington Trust Company, Xxxxxx Square North, 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000, Attn: Corporate Trust
Administration, if to the Depositor, addressed to, Chase Manhattan Bank USA,
National Association, Attn: , or, as to each party,
at such other address as shall be designated by such party in a written
notice to each other party.
SECTION 10.5. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 10.6. Separate Counterparts. This Agreement may
be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
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SECTION 10.7. Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit
of, the Depositor, the Owner Trustee and its successors and the
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other
instrument or action by the Certificateholder shall bind the successors and
assigns of the Certificateholder.
SECTION 10.8. Nonpetition Covenants. Notwithstanding any
prior termination of the Owner Trust or this Agreement, each of the Owner
Trustee (not in its individual capacity) and the Certificateholder, by its
acceptance of the Certificate, covenants and agrees that it shall not at any
time with respect to the Owner Trust or the Master Trust, acquiesce, petition
or otherwise invoke or cause the Owner Trust or the Master Trust to invoke
the process of any court or government authority for the purpose of
commencing or sustaining a case against the Owner Trust or the Master Trust
under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Owner Trust or the Master Trust
or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Owner Trust or the Master Trust; provided,
however, that this Section 10.8 shall not operate to preclude any remedy
described in Article V of the Indenture.
SECTION 10.9. No Recourse. The Certificateholder by
accepting the Certificate acknowledges that the Certificate does not
represent an interest in or obligation of the Depositor, the Administrator,
the Owner Trustee (in its individual capacity), the Indenture Trustee or any
Affiliate thereof, and no recourse may be had against such parties or their
assets, or against the assets pledged under the Indenture.
SECTION 10.10. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.
SECTION 10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.
SECTION 10.12. Depositor Payment Obligation. The
Depositor shall be responsible for payment of the Administrator's fees under
the Deposit and Administration Agreement and shall reimburse the
Administrator for all expenses and liabilities of the Administrator incurred
thereunder.
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SECTION 10.13. Acceptance of Terms of Agreement. THE
RECEIPT AND ACCEPTANCE OF THE CERTIFICATE BY THE CERTIFICATEHOLDER, WITHOUT
ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE CERTIFICATEHOLDER OF ALL THE TERMS AND
PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE OWNER
TRUSTEE, ON BEHALF OF THE OWNER TRUST, THAT THE TERMS AND PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE OWNER
TRUSTEE AND THE CERTIFICATEHOLDER.
SECTION 10.14. Integration of Documents. This Agreement,
together with the Deposit and Administration Agreement, constitutes the
entire agreement of the parties hereto and thereto with respect to the
subject matter hereof and thereof and supercedes all prior agreements
relating to the subject matter hereof and thereof.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed by their respective officers hereunto
duly authorized as of the day and year first above written.
WILMINGTON TRUST COMPANY,
as Owner Trustee
By:__________________________
Name:
Title:
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Depositor
By:__________________________
Name: Xxxxx Xxxxxx
Title: Vice President
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EXHIBIT A
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE TRANSFERRED BY THE OWNER TO ANY PERSON.
CHASE CREDIT CARD OWNER TRUST 1999-3
OWNER CERTIFICATE
R-1
(This Certificate does not represent an interest in or obligation of Chase
Manhattan Bank USA, National Association, or any of its affiliates, except to
the extent described below.)
THIS CERTIFIES THAT Chase Manhattan Bank USA, National Association is
the registered owner of one hundred percent (100%) of the beneficial interest
in the Chase Credit Card Owner Trust 1999-3 (the "Owner Trust") created by
Chase Manhattan Bank USA, National Association, a national banking
association (the "Depositor").
The Owner Trust was created pursuant to the Chase Credit Card Owner
Trust 1999-3 Trust Agreement dated as of September 29, 1999 (the "Trust
Agreement"), between the Depositor and Wilmington Trust Company, as owner
trustee (the "Owner Trustee"). To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement including, as specified in Section 1.1(a).
This Certificate is the duly authorized Certificate evidencing the
sole beneficial interest in the Owner Trust (herein called the
"Certificate"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Certificateholder by virtue of the acceptance hereof assents
and by which the Certificateholder is bound. Three classes of Notes
designated as Class A 6.66% Asset Backed Notes, Series 1999-3 (the "Class A
Notes"), Class B 6.95% Asset Backed Notes, Series 1999-3 (the "Class B
Notes") and Class C Floating Rate Asset Backed Notes, Series 1999-3 (the
"Class C Notes" and, together with the Class A Notes and the Class B Notes,
the "Notes") will be issued under the Indenture dated as of September 29,
1999 between Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee for the Owner Trust and The Bank of New York, as
Indenture Trustee.
Notwithstanding any prior termination of the Trust Agreement, the
Certificateholder, by its acceptance of this Certificate, covenants and
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agrees that it shall not at any time with respect to the Owner Trust, the
Depositor or the Master Trust, acquiesce, petition or otherwise invoke or
cause the Owner Trust, the Depositor or the Master Trust to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Owner Trust, the Depositor or the Master Trust,
under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Owner Trust, the Depositor or
the Master Trust, or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Owner Trust, the Depositor or
the Master Trust.
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Certificate shall not entitle the Holder hereof to any benefit under the
Trust Agreement or the Deposit and Administration Agreement or be valid for
any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE OWNER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Owner Trust
and not in its individual capacity, has caused this Certificate to be duly
executed.
CHASE CREDIT CARD OWNER
TRUST 1999-3
WILMINGTON TRUST COMPANY
Not in its individual capacity
but solely as Owner Trustee for the Chase
Credit Card Owner Trust 1999-3
Dated: ______________, _____ By: ______________________________
Name:
Title:
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CERTIFICATE OF AUTHENTICATION
This is the Certificate referred to in the within-mentioned Trust
Agreement.
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee for the
Chase Credit Card Owner Trust 1999-3
By: ______________________________
Authorized Signatory
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ANNEX 1 TO EXHIBIT A
Registered Owner and address:
Chase Manhattan Bank USA, National Association
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Tax Identification Number:
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