Exhibit 4.11
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 2002-1
as Issuer
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DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of March 13, 2002
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions.......................................................................1
SECTION 1.2 Usage of Terms....................................................................1
ARTICLE II
DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit........................................1
SECTION 2.2 Closing...........................................................................2
SECTION 2.3 Books and Records.................................................................2
SECTION 2.4 Holder of the Series Certificate..................................................3
ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Depositor.......................................3
ARTICLE IV
ADMINISTRATION
SECTION 4.1 Duties as Administrator...........................................................5
SECTION 4.2 Records..........................................................................12
SECTION 4.3 [Reserved].......................................................................12
SECTION 4.4 Additional Information To Be Furnished to Issuer.................................12
SECTION 4.5 Independence of Administrator....................................................12
SECTION 4.6 No Joint Venture.................................................................12
SECTION 4.7 Other Activities of Administrator................................................12
ARTICLE V
TERMINATION
SECTION 5.1 Term of Agreement; Resignation and Removal of Administrator......................13
SECTION 5.2 Action upon Termination, Resignation or Removal..................................15
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices..........................................................................15
SECTION 6.2 Amendments.......................................................................16
SECTION 6.3 Protection of Title to Owner Trust...............................................17
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SECTION 6.4 Successors and Assigns...........................................................18
SECTION 6.5 GOVERNING LAW....................................................................18
SECTION 6.6 Headings.........................................................................18
SECTION 6.7 Counterparts.....................................................................18
SECTION 6.8 Severability.....................................................................18
SECTION 6.9 Not Applicable to Chase Manhattan Bank USA, National
Association in Other Capacities..................................................18
SECTION 6.10 Limitation of Liability of Owner Trustee, Indenture Trustee
and Administrator................................................................18
SECTION 6.11 Third-Party Beneficiary..........................................................19
SECTION 6.12 Nonpetition Covenants............................................................19
SECTION 6.13 Liability of Administrator.......................................................20
Exhibit A Power of Attorney
ii
This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of
March 13, 2002 (as amended, supplemented or otherwise modified and in
effect from time to time, this "Agreement"), is made between CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association
having its principal executive offices located at Xxxxx Xxxx Xxxxxx
Xxxxxxxx 000, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 ("Chase USA," the
"Transferor" or the "Depositor" in its respective capacities as such), and
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Owner Trustee of Chase Credit Card Owner Trust 2002-1, a Delaware common
law trust, as issuer (the "Issuer").
W I T N E S S E T H :
- - - - - - - - - -
In consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Whenever used in this Agreement, words
and phrases, unless defined herein or the context otherwise requires, shall
have the meanings set forth in the Indenture.
SECTION 1.2 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular;
words importing any gender include the other gender; references to
"writing" include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agreements and other
contractual instruments include all subsequent amendments thereto or
changes therein entered into in accordance with their respective terms and
not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term "including" means "including
without limitation." All references herein to Articles, Sections,
Subsections and Exhibits are references to Articles, Sections, Subsections
and Exhibits contained in or attached to this Agreement unless otherwise
specified, and each such Exhibit is part of the terms of this Agreement.
ARTICLE II
DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit. (a) In
consideration of the Issuer's delivery of the Notes to and upon the order
of the Depositor, the Depositor does hereby transfer, assign, set-over,
pledge and otherwise convey to the Issuer, without recourse (subject to the
Depositor's obligations herein), all right, title, and interest of the
Depositor in, to and under (i) the Series Certificate, and all money,
instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating
thereto), distributed or distributable in respect of the Series Certificate
pursuant to the terms of
the Series Supplement and the Pooling and Servicing Agreement after the
Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in
the amount of $10,000,000 on the Closing Date.
This Agreement also shall be deemed to be, and hereby is, a
security agreement within the meaning of the UCC, and the conveyance by the
Depositor provided for in this Agreement shall be deemed to be and hereby
is a grant by the Depositor to the Issuer of a security interest in and to
all of the Depositor's right, title and interest, whether now owned or
hereafter acquired, in, to and under all accounts, general intangibles,
chattel paper, instruments, documents, money, deposit accounts, arising
from, or relating to the Series Certificate and the proceeds thereof, to
secure the rights of the Issuer under this Agreement and the obligations of
the Depositor hereunder. The Depositor and the Issuer shall, to the extent
consistent with this Agreement, take such actions as may be necessary to
ensure that the security interest in the Series Certificate created
hereunder will be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement.
It is the intention of the Depositor and the Issuer that (a) the
assignment and transfer herein contemplated constitute a sale of the Series
Certificate, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Issuer and (b) the Series
Certificate not be part of the Depositor's estate in the event of an
insolvency of the Depositor. In the event that such conveyance is deemed to
be a pledge to secure a loan, the Depositor hereby grants to the Issuer a
first priority perfected security interest in all of the Depositor's right,
title and interest in, to and under the Series Certificate, and in all
proceeds of the foregoing, to secure the loan deemed to be made in
connection with such pledge and, in such event, this Agreement shall
constitute a security agreement under applicable law.
It is the intention of the parties hereto that the transfer of
Series Certificates to the Trust pursuant to this Agreement be subject to,
and be treated in accordance with, the "Asset Backed Securities
Facilitation Act," Title 6, Chapter 27A of the Delaware Code (the "Delaware
Act") and each of the parties hereto agrees that this Agreement 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 Agreement shall be deemed to no longer be the property,
assets or rights of Chase USA.
SECTION 2.2 Closing. The sale of the Series Certificate shall
take place on the Closing Date, simultaneously with the closing of the
other transactions contemplated by the Basic Documents. The Series
Certificate shall then be delivered to the Owner Trustee in Delaware and
upon receipt thereof shall then be delivered by the Owner Trustee to the
Indenture Trustee.
SECTION 2.3 Books and Records.
(a) In connection with the transfer, assignment,
set-over, pledge and conveyance set forth in Section 2.1, the
Depositor agrees to record and file, at its own
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expense, any financing statements (and continuation statements
with respect to such financing statements when applicable)
required to be filed with respect to the Series Certificate
assigned by the Depositor hereunder, meeting the requirements of
applicable state law in such manner and in such jurisdictions as
are necessary under applicable law to perfect the transfer,
assignment, set-over, pledge and conveyance of the Series
Certificate to the Issuer, and to deliver a file-stamped copy of
such financing statements or other evidence of such filings to the
Issuer on or prior to the Closing Date (excluding such continuation
and similar statements, which shall be delivered promptly after
filing).
(b) In connection with the transfer, assignment,
set-over, pledge and conveyance hereunder, the Depositor further
agrees, at its own expense, on or prior to the Closing Date to
cause the Master Trust Trustee to register the Issuer as the
registered owner of the Series Certificate.
SECTION 2.4 Holder of the Series Certificate. For so long as the
Series Certificate is pledged to the Indenture Trustee under the Indenture,
the Indenture Trustee initially shall be deemed to be the holder of the
Series Certificate for all purposes under the Pooling and Servicing
Agreement and the Series Supplement. To the extent the Series Certificate
is sold or otherwise transferred, subject to the provisions of Section 5.4
of the Indenture and Section 16 of the Series Supplement, to a third-party
in connection with the sale or liquidation of the Owner Trust Estate
pursuant to the provisions of the Indenture, such transferee shall be
deemed to be the holder of the Series Certificate for all purposes under
the Pooling and Servicing Agreement and the Series Supplement.
ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties with respect
to the Series Certificate on which the Issuer is deemed to have relied in
acquiring the Series Certificate. Such representations and warranties speak
as of the execution and delivery of this Agreement, but shall survive the
transfer and assignment of the Series Certificate to the Issuer and the
pledge thereof to the Indenture Trustee pursuant to the Indenture.
(a) Title. It is the intention of the Depositor (i) that
the transfer contemplated in subsection 2.1(a) herein constitute
either (A) a sale of the Series Certificate, or (B) a grant of a
valid and continuing security interest therein from the Depositor
to the Issuer which security interest is prior to all other Liens
and is enforceable against creditors and purchasers from the
Depositor and (ii) to the extent that the Depositor retains any
interest in the Series Certificate after the transfer
contemplated by subsection 2.1(a) herein, that the grant
contemplated in subsection 2.1(b) herein constitute a grant of a
perfected security interest therein from the Depositor to the
Indenture Trustee for the benefit of the Holders of the Notes and
that the beneficial interest in the title to the Series
Certificate not be part of the debtor's estate in the event of
the filing of a bankruptcy petition by or against the Depositor
under any bankruptcy law. Other than
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pursuant to this Agreement, the Series Certificate has not been
sold, transferred, assigned or pledged by the Depositor to any
Person. Immediately prior to the transfer and assignment herein
contemplated, the Depositor owned and had good and marketable title
to the Series Certificate, free and clear of all Liens, claims,
rights or encumbrances of others and, immediately upon the transfer
thereof, the Issuer shall have good and marketable title to the
Series Certificate, free and clear of all liens, claims, rights or
encumbrances of others or a first priority perfected security
interest therein. The Depositor has not authorized the filing of and
is not aware of any financing statements against the Depositor that
include a description of collateral covering the Series Certificate
other than any financing statement relating to the security interest
granted to the Issuer hereunder or the security interest granted by
the Issuer to the Indenture Trustee. The Depositor has no actual
knowledge of any current statutory or other non-consensual liens,
including any judgment or tax lien filings against the Debtor, to
which the Series Certificate is subject.
(b) Certificated Security. The Series Certificate
constitutes a "certificated security" within the meaning of the
applicable UCC.
(c) Delivery of Series Certificate. The sole original
executed copy of the Series Certificate has been delivered to the
Issuer and has been registered in the name of the Issuer. The
Series Certificate has no marks or notations indicating that it
has been pledged, assigned or otherwise conveyed to any Person
other than the Issuer, provided that the Series Certificate with
an undated bond power covering the Series Certificate, duly
executed by the Issuer and endorsed in blank, shall be delivered
to the Indenture Trustee, and the Indenture Trustee shall
maintain possession of the Series Certificate for the benefit of
the Holders of the Notes, subject to the terms of the Indenture.
(d) No Consents Required. All approvals, authorizations,
consents, orders or other actions of any Person or of any
Governmental Authority required in connection with the execution
and delivery by the Depositor of this Agreement or any other
Basic Document, the performance by the Depositor of the
transactions contemplated by this Agreement or any other Basic
Document and the fulfillment by the Depositor of the terms hereof
and thereof have been obtained or have been completed and are in
full force and effect (other than approvals, authorizations,
consents, orders and other actions which if not obtained or
completed or in full force or effect would not have a material
adverse effect on the Depositor or the Issuer or upon the
collectibility of the proceeds from the Series Certificate or
upon the ability of the Depositor to perform its obligations
under this Agreement).
(e) Transfers Comply. Each of (i) the transfer of the
Series Certificate by the Depositor to the Issuer pursuant to the
terms of this Agreement, (ii) the pledge of the Series
Certificate by the Depositor to the Indenture Trustee for the
benefit of the Holders of the Notes pursuant to the terms of this
Agreement, and (iii) the pledge of the Series Certificate by the
Issuer to the Indenture Trustee pursuant to the terms of the
Indenture, comply with the provisions of the Pooling and
Servicing Agreement and the Series Supplement relating to the
transfers of the Series Certificate.
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(f) All Actions Taken. All actions necessary under the
applicable UCC in any jurisdiction to be taken (i) to give the
Issuer a first priority perfected security interest or ownership
interest in the Series Certificate, and (ii) to give the
Indenture Trustee a first priority perfected security interest
therein (including, without limitation, UCC filings with the
Delaware Secretary of State), in each case subject to any
statutory or other non-consensual liens with respect to the
Series Certificate, have been taken. The Depositor has no actual
knowledge of any current statutory or other non-consensual liens
to which the Series Certificate is subject.
ARTICLE IV
ADMINISTRATION
SECTION 4.1 Duties as Administrator.
(a) Duties with Respect to the Basic Documents. The
Administrator agrees to perform all its duties as Administrator
hereunder. The Administrator shall monitor the performance of the
Issuer and shall advise the Issuer and the Owner Trustee when
action is necessary to comply with the Issuer's duties under the
Indenture or with the Owner Trustee's duties under the Trust
Agreement. The Administrator shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by
other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be
the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to the Basic Documents or under applicable law
(including tax and securities laws). In furtherance of the
foregoing, the Administrator shall take all appropriate action
that it is the duty of the Issuer or the Owner Trustee to take
pursuant to this Agreement or the Indenture including, without
limitation, such of the foregoing as are required with respect to
the following matters under this Agreement and the Indenture
(references are to sections of the Indenture):
(i) the preparation of or obtaining of the
documents and instruments required for authentication of
the Notes, if any, and delivery of the same to the
Indenture Trustee (Sections 2.2 and 2.3);
(ii) the duty to cause the Note Register to be
kept and to give the Indenture Trustee notice of any
appointment of a new Note Registrar and the location, or
change in location, of the Note Register and the office
or offices where Notes may be surrendered for
registration of transfer or exchange (Section 2.4);
(iii) the notification of Noteholders of the
final principal payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other
documents required for the release of collateral (Section
2.9);
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(v) the preparation of Definitive Notes and
arranging the delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds
held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or
other banks from which quotes are obtained for the
purpose of determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in
the City of New York for registration of transfer or
exchange of Notes (Section 3.2);
(ix) the direction to Paying Agents to pay to the
Indenture Trustee all sums held in trust by such Paying
Agents (Section 3.3);
(x) the obtaining and preservation of the
Issuer's qualification to do business in each
jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of
the Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Owner Trust
Estate (Section 3.4);
(xi) the preparation of all supplements,
amendments, financing statements, continuation
statements, if any, instruments of further assurance and
other instruments, in accordance with Section 3.5 of the
Indenture, necessary to protect the Owner Trust Estate
(Section 3.5);
(xii) the obtaining of the Opinion of Counsel on
the Closing Date and the annual delivery of Opinions of
Counsel, in accordance with Section 3.6 of the Indenture,
as to the Owner Trust Estate, and the annual delivery of
the Officer's Certificate and certain other statements,
in accordance with Section 3.9 of the Indenture, as to
compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the Indenture
Trustee in an Officer's Certificate of a Person with whom
the Issuer has contracted to perform its duties under the
Indenture (subsection 3.7(b));
(xiv) the notification of the Indenture Trustee
and the Note Rating Agencies of a Master Trust Servicer
Default pursuant to the Pooling and Servicing Agreement
and, if such Master Trust Servicer Default arises from
the failure of the Servicer to perform any of its duties
under the Pooling and Servicing Agreement, the taking of
all reasonable steps available to remedy such failure
(subsection 3.7(d));
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(xv) the preparation and obtaining of documents
and instruments required for the release of the Issuer
from its covenants and agreements under the Indenture
(subsection 3.11(b));
(xvi) the delivery of notice to the Indenture
Trustee of each Event of Default and each default by the
Depositor under this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be
reasonably necessary or proper to carry out more
effectively the purpose of the Indenture or to compel or
secure the performance and observance by the Depositor of
its obligations under this Agreement (Sections 3.19 and
5.16);
(xviii) the monitoring of the Issuer's
obligations as to the satisfaction and discharge of the
Indenture and the preparation of an Officer's Certificate
and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.1);
(xix) the compliance with any written directive
of the Indenture Trustee with respect to the sale of the
Owner Trust Estate if an Event of Default shall have
occurred and be continuing (Section 5.4);
(xx) providing the Indenture Trustee with the
information necessary to deliver to each Noteholder such
information as may be reasonably required to enable such
Holder to prepare its United States federal and state,
local income or franchise tax returns (Section 6.6);
(xxi) the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee and
the appointment of a successor Indenture Trustee (Section
6.8);
(xxii) the preparation of any written instruments
required to confirm more fully the authority of any
co-trustee or separate trustee and any written
instruments necessary in connection with the resignation
or removal of the Indenture Trustee or any co-trustee or
separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee
with the names and addresses of Noteholders during any
period when the Indenture Trustee is not the Note
Registrar (Section 7.1);
(xxiv) the preparation and, after execution by
the Issuer, the filing with the Commission and any
applicable state agencies and the Indenture Trustee of
documents required to be filed on a periodic basis with,
and summaries thereof as may be required by rules and
regulations prescribed by, the Commission and any
applicable state agencies and the transmission of such
summaries, as necessary, to the Noteholders (Section 7.4);
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(xxv) the obtaining of an Officer's Certificate,
Opinion of Counsel and Independent Certificates, if
necessary, for the release of the Owner Trust Estate as
defined in the Indenture (Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and
Issuer Requests and the obtaining of Opinions of Counsel
with respect to the execution of supplemental indentures
and the mailing to the Noteholders of notices with
respect to such supplemental indentures (Sections 9.1 and
9.2);
(xxvii) the execution of new Notes conforming to
any supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the
form of notice necessary to deliver the notification of
Noteholders of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's
Certificates, Opinions of Counsel and Independent
Certificates with respect to any requests by the Issuer
to the Indenture Trustee to take any action under the
Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's
Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property
from the lien of the Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the
Noteholders and the Indenture Trustee of any agreements
with respect to alternate payment and notice provisions
(Section 11.6); and
(xxxii) the recording of the Indenture, if
applicable (Section 11.15).
(b) Additional Duties.
(i) In addition to the duties of the
Administrator set forth above, the Administrator shall
keep all books and records, perform such calculations and
shall prepare for execution by the Issuer or the Owner
Trustee or shall cause the preparation by other
appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it
shall be the duty of the Issuer or the Owner Trustee to
keep, perform, prepare, file or deliver pursuant to any
of the Basic Documents and at the request of the Owner
Trustee shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant
to the Basic Documents. Subject to Section 5 of this
Agreement, and in accordance with the directions of the
Owner Trustee, the Administrator shall administer,
perform or supervise the performance of such other
activities in connection with the Owner Trust Estate
(including the Basic Documents) as are not covered by any
of the foregoing provisions and as are expressly
requested by the Owner Trustee and are reasonably within
the capability of the Administrator.
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(ii) Notwithstanding anything in this Agreement
or the other Basic Documents to the contrary, the
Administrator shall be responsible for promptly notifying
the Indenture Trustee in the event that any withholding
tax is imposed on the Issuer's payments (or allocations
of income) to a Noteholder. Any such notice shall specify
the amount of any withholding tax required to be withheld
by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement
or the other Basic Documents to the contrary, the
Administrator shall be responsible for (A) performance of
the duties of the Owner Trustee and the Issuer set forth
in Sections 2.7, 2.10, 2.11, 2.12, 2.13(d), 5.16, 6.7,
6.10, and 10.1 of the Indenture with respect to, among
other things, accounting and reports to the
Certificateholder and the maintenance of certain accounts
and (B) the preparation, execution and filing of all
documents required by tax and securities laws relating to
the Issuer.
(iv) The Administrator may satisfy its
obligations with respect to clauses (ii) and (iii) above
by retaining, at the expense of the Administrator, a firm
of independent public accountants (the "Accountants")
acceptable to the Indenture Trustee which shall perform
the obligations of the Administrator thereunder.
(v) The Administrator shall perform the duties of
the Administrator specified in Sections 9.2 and 9.3 of
the Trust Agreement required to be performed in
connection with the resignation or removal of the Owner
Trustee, the duties of the Administrator specified in
Section 9.5 of the Trust Agreement required to be
performed in connection with the appointment and payment
of co- Trustees, and any other duties expressly required
to be performed by the Administrator under the Trust
Agreement.
(vi) In carrying out the foregoing duties or any
of its other obligations under this Agreement, the
Administrator may enter into transactions with or
otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or
dealings shall be in accordance with any directions
received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer
than would be available from unaffiliated parties.
(vii) It is the intention of the parties hereto
that the Administrator shall, and the Administrator
hereby agrees to, execute on behalf of the Issuer or the
Owner Trustee all such documents, reports, filings,
instruments, certificates and opinions as it shall be the
duty of the Issuer or the Owner Trustee to prepare, file
or deliver pursuant to the Basic Documents. In
furtherance thereof, the Owner Trustee shall, on behalf
of itself and of the Issuer, execute and deliver to the
Administrator, and to each successor Administrator
appointed pursuant to the terms hereof, one or more
powers of attorney substantially in the form of Exhibit A
hereto, appointing the Administrator the attorney-in-fact
of the Owner Trustee and the Issuer for the purpose of
executing on behalf of the Owner
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Trustee and the Issuer all such documents, reports, filings,
instruments, certificates and opinions.
(c) Non-Ministerial Matters. (i) With respect to matters
that in the reasonable judgment of the Administrator are
non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action,
the Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld
consent or provided an alternative direction. For the purpose of
the preceding sentence, "non-ministerial matters" shall include,
without limitation:
(A) the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit
brought by or against the Issuer (other than in
connection with the collection of the Receivables);
(B) the amendment, change or modification of the
Basic Documents;
(C) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Administrators or the consent to the assignment by the
Note Registrar, the Paying Agent or the Indenture Trustee
of its obligations under the Indenture; and
(D) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated
to, and shall not, (x) make any payments to the
Noteholders or the Certificateholder under the Basic
Documents, (y) sell the Owner Trust Estate pursuant to
the Indenture other than pursuant to a written directive
of the Indenture Trustee or (z) take any action that the
Issuer directs the Administrator not to take on its
behalf.
(d) Reports by the Administrator. On or prior to each
Transfer Date, the Administrator will provide to the Indenture
Trustee for the Indenture Trustee to forward to each Noteholder
of record, and to the Owner Trustee, a statement setting forth
(to the extent applicable) the following information as to the
Notes with respect to the related Payment Date or the period
since the previous Payment Date, as applicable:
(i) the amount of the distribution allocable to
principal of the Notes;
(ii) the amount of the distribution allocable
to interest on or with respect to the Notes;
(iii) the aggregate outstanding principal
balance of the Notes after giving effect to all payments
reported under clause (i) above on such date; and
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(iv) the amount, if any, on deposit in the
Owner Trust Spread Account on such Payment Date, after
giving effect to all transfers and withdrawals therefrom
and all transfers and deposits thereto on such Payment
Date, and the amount required to be on deposit in the
Owner Trust Spread Account on such date.
Each amount set forth pursuant to clauses (i) and (ii)
above will be expressed as a dollar amount per $1,000 of the
initial principal balance of the Notes.
(e) Owner Trust Accounts. The Administrator shall
establish and maintain, (i) in the name of the Indenture Trustee,
for the benefit of the Noteholders, an Eligible Deposit Account
(the "Note Distribution Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Noteholders. The Administrator shall establish and
maintain, in the name of the Indenture Trustee, for the benefit
of the Class C Noteholders (and, to the extent expressly provided
in the Indenture, the Certificateholder), an Eligible Deposit
Account (the "Owner Trust Spread Account"), and, together with
the Note Distribution Account, the "Owner Trust Accounts"),
bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class C Noteholders. The
Indenture Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Owner Trust
Accounts and in all proceeds thereof. The Note Distribution
Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders. The Owner
Trust Spread Account shall be under the sole dominion and control
of the Indenture Trustee for the benefit of the Class C
Noteholders (and, to the extent expressly provided in the
Indenture, the Certificateholder). If, at any time, any Owner
Trust Account ceases to be an Eligible Deposit Account, the
Administrator shall notify the Indenture Trustee, and the
Indenture Trustee upon being notified (or the Administrator on
its behalf) shall, within 10 Business Days, establish a new Owner
Trust Account which meets the conditions specified in the
definition of Eligible Deposit Account, and shall transfer any
cash or any investments to such new Owner Trust Account. The
Indenture Trustee, at the direction of the Administrator, shall
make withdrawals from the Owner Trust Accounts from time to time,
in the amounts and for the purposes set forth in the Indenture.
Funds on deposit in the Owner Trust Spread Account shall
be invested at the direction of the Administrator by the
Indenture Trustee or the Paying Agent in Permitted Investments.
The Indenture Trustee shall maintain for the benefit of the
Noteholders and the Series Certificateholder possession of the
negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed
of prior to its maturity.
To the extent so instructed by the Administrator on any
Transfer Date, the Indenture Trustee or the Paying Agent shall,
if the amount on deposit in the Owner Trust Spread Account is
greater than the Required Owner Trust Spread Account Amount for
such Transfer Date, pay the amount of such excess to the
Certificateholder pursuant to the Indenture.
11
SECTION 4.2 Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder,
which books of account and records shall be accessible for inspection by
the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor at
any time during normal business hours.
SECTION 4.3 [Reserved]
SECTION 4.4 Additional Information To Be Furnished to Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably
request, including notification of Noteholders pursuant to Section 4.1(a)
hereof.
SECTION 4.5 Independence of Administrator. For all purposes of
this Agreement, the Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or the
Owner Trustee, as the case may be, the Administrator shall have no
authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.
SECTION 4.6 No Joint Venture. Nothing contained in this Agreement
shall (i) constitute the Administrator and either of the Issuer or the
Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be
construed to impose any liability as such on any of them or (iii) be deemed
to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.
SECTION 4.7 Other Activities of Administrator.
(a) Nothing herein shall prevent the Administrator or its
affiliates from engaging in other businesses or, in its sole
discretion, from acting in a similar capacity as an administrator
for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer,
the Owner Trustee or the Indenture Trustee.
(b) The Administrator and its affiliates may generally
engage in any kind of business with any person party to a Basic
Document, any of its affiliates and any person who may do
business with or own securities of any such person or any of its
affiliates, without any duty to account therefor to the Issuer,
the Owner Trustee or the Indenture Trustee.
SECTION 4.8 Net Deposits. As an administrative convenience, so
long as Chase USA is the Administrator and the Certificateholder, the
Administrator will be permitted to make the deposit of amounts with respect
to the Series Certificate for or with respect to any Monthly Period net of
distributions to be made to the Certificateholder with respect to such
Monthly Period. The Administrator, however, will account to the Owner
Trustee, the Indenture Trustee
12
and the Noteholders as if the amounts paid to the Certificateholder were paid
pursuant to the Indenture.
ARTICLE V
TERMINATION
SECTION 5.1 Term of Agreement; Resignation and Removal of
Administrator. This Agreement shall continue in force until (i) the
termination of the Issuer and (ii) the satisfaction and discharge of the
Indenture in accordance with Section 4.1 of the Indenture, upon which event
this Agreement shall automatically terminate.
(a) Subject to subsections 5.1(d) and (e), the
Administrator may resign its duties hereunder by providing the
Issuer and the Owner Trustee with at least 60 days' prior written
notice.
(b) Subject to subsections 5.1(d) and (e), the Issuer may
remove the Administrator without cause by providing the
Administrator with at least 60 days' prior written notice;
provided however, that if any Notes are outstanding at the time
of the removal, the Rating Agency Condition shall have first been
satisfied in connection with such removal.
(c) Subject to subsections 5.1(d) and (e), at the sole
option of the Issuer, the Administrator may be removed
immediately upon written notice of termination from the Issuer to
the Administrator if any of the following events shall occur:
(i) the Administrator shall default in the
performance of any of its duties under this Agreement
and, after notice of such default, shall not cure such
default within 10 days (or, if such default cannot be
cured in such time, shall not give within ten days such
assurance of cure as shall be reasonably satisfactory to
the Issuer);
(ii) a court having jurisdiction in the
premises shall enter a decree or order for relief, and
such decree or order shall not have been vacated within
60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in
effect or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for
the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a
voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall
consent to the appointment of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar
official for the Administrator or any substantial part of
its property, shall consent to the taking of possession
by
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any such official of any substantial part of its
property, shall make any general assignment for the
benefit of creditors or shall fail generally to pay its
debts as they become due.
The Administrator agrees that if any of the events
specified in clause (ii) or (iii) of this subsection 5.1(c) shall
occur, it shall give written notice thereof to the Issuer, the
Owner Trustee and the Indenture Trustee within seven days after
the happening of such event.
(d) No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Issuer and (ii)
such successor Administrator shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.
(e) The appointment of any successor Administrator shall
be effective only after the satisfaction of the Rating Agency
Condition with respect thereto.
(f) A successor Administrator shall execute, acknowledge
and deliver a written acceptance of its appointment hereunder to
the resigning Administrator and to the Issuer. Thereupon the
resignation or removal of the resigning Administrator shall
become effective, and the successor Administrator shall have all
the rights, powers and duties of the Administrator under the
Indenture. The successor Administrator shall mail a notice of its
succession to the Noteholders and the Certificateholder. The
resigning Administrator shall promptly transfer or cause to be
transferred all property and any related agreements, documents
and statements held by it as Administrator to the successor
Administrator and the resigning Administrator shall execute and
deliver such instruments and do other things as may reasonably be
required for fully and certainly vesting in the successor
Administrator all rights, powers, duties and obligations
hereunder.
(g) In no event shall a resigning Administrator be liable
for the acts or omissions of any successor Administrator
hereunder.
(h) In the exercise or administration of its duties
hereunder and under the other Basic Documents, the Administrator
may act directly or through its agents or attorneys pursuant to
agreements entered into with any of them, and the Administrator
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 Administrator with due care.
SECTION 5.2 Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant
to subsection 5.1(a) or the resignation or removal of the Administrator
pursuant to subsection 5.1 (b) or (c), respectively, the Administrator
shall be entitled to be paid all fees and reimbursable expenses accruing to
it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon termination pursuant to subsection
5.1(a) deliver to the Issuer all property and documents of or relating to
the Collateral then in the custody of the Administrator. In the event of
the resignation or removal of the Administrator pursuant to subsection
5.1(b) or (c), respectively, the
14
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties
of the Administrator.
SECTION 5.3 Acquisition of Owner Trust Estate. If Chase USA
exercises its option to accept retransfer of the Series Certificate
pursuant to Section 4 of the Series Supplement, the Depositor shall (a)
acquire the Series Certificate and all rights related thereto, which
acquisition shall be effective as of the date on which such retransfer
occurs, (b) deliver notice of such acquisition to the Indenture Trustee on
or prior to the related Transfer Date, (c) deposit, on its own behalf and
on behalf of the Issuer pursuant to Section 10.1 of the Indenture, in the
Note Distribution Account on or prior to the related Transfer Date, an
amount equal to the Redemption Price and (d) succeed to all interests in
and to the Issuer.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices. Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:
if to the Issuer or the Owner Trustee, to
Chase Credit Card Owner Trust 2002-1
c/o Wilmington Trust Company
Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Administration
with a copy to:
Xxxxxxxx, Xxxxxx & Finger
Xxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
if to the Administrator, to
Chase Manhattan Bank USA, National Association
000 Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxx 0
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
if to the Indenture Trustee, to
The Bank of New York
0 Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Trust Administration
15
or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid,
or hand-delivered to the address of such party as provided above, except
that notices to the Indenture Trustee are effective only upon receipt.
SECTION 6.2 Amendments. This Agreement may be amended from time
to time by a written amendment duly executed and delivered by the Issuer,
the Administrator and the Depositor, with the written consent of the
Indenture Trustee and without the consent of the Noteholders or the
Certificateholder, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or the
Certificateholder; provided, however, that a copy thereof shall have been
delivered to the Note Rating Agencies and 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 interests of any Noteholder or the Certificateholder
or significantly change the purposes and activities of the Issuer and (ii)
as evidenced by an Opinion of Counsel addressed to the Owner Trustee and
the Indenture Trustee, cause the Issuer to be classified as an association
(or a publicly traded partnership) taxable as a corporation for federal
income tax purposes. This Agreement may also be amended by the Issuer, the
Administrator and the Depositor with the written consent of the Indenture
Trustee and the Holders of Notes evidencing a majority in 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 of
modifying in any manner the rights of Noteholders or the Certificateholder;
provided, however, that, a copy thereof shall have been delivered to the
Note Rating Agencies and that without the consent of the holders of all of
the Notes then Outstanding, no such amendment may (i) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections
of payments on the Series Certificate or distributions that are required to
be made for the benefit of the Noteholders or (ii) reduce the aforesaid
percentage of the Holders of Notes which are required to consent to any
such amendment, without the consent of the Holders of all the Outstanding
Notes.
It shall not be necessary for the consent of 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.
SECTION 6.3 Protection of Title to Owner Trust.
(a) The Depositor shall take all actions necessary and
the Issuer shall cooperate with the Depositor, if applicable, to
perfect, and maintain perfection of, the interests of the Issuer
in the Series Certificate. The Depositor shall execute and file
and cause to be executed and filed such financing statements and
continuation statements, all in such manner and in such places as
may be required by law fully to perfect, maintain, and protect
the interest of the Issuer in the Series Certificate and in the
proceeds thereof and the interest of the Indenture Trustee in the
Owner Trust Estate and the proceeds thereof. The Depositor shall
deliver (or cause to be delivered) to the Owner Trustee and the
Indenture Trustee file-stamped copies of, or filing receipts for,
any document filed as provided above, as soon as available
following such filing.
16
(b) The Depositor shall not change its name, identity or
corporate structure in any manner that would, could or might make
any financing statement or continuation statement filed in
accordance with paragraph (a) above or otherwise seriously
misleading within the meaning of 9-402(7) of the UCC (regardless
of whether such a filing was ever made), unless it shall have
given the Owner Trustee and the Indenture Trustee at least five
days' prior written notice thereof and, if applicable, shall have
timely filed appropriate amendments to any and all previously
filed financing statements or continuation statements (so that
the interest of the Issuer or the Indenture Trustee is not
adversely affected).
(c) Each of the Depositor and the Administrator shall
have an obligation to give the Owner Trustee and the Indenture
Trustee at least 60 days' prior written notice of any relocation
of its principal executive office if, as a result of such
relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement
(regardless of whether such a filing was ever made) and shall
promptly, if applicable, file any such amendment.
(d) The Administrator shall permit the Indenture Trustee
and its agents at any time following reasonable notice and during
normal business hours to inspect, audit and make copies of and
abstracts from the Administrator's records regarding the Series
Certificate.
(e) The Administrator shall, to the extent required by
applicable law, cause the Notes to be registered with the
Commission pursuant to Section 12(b) or Section 12(g) of the
Exchange Act within the time periods specified in such sections.
SECTION 6.4 Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer and the Owner Trustee and subject to
satisfaction of the Rating Agency Condition with respect thereto. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator,
provided that such successor organization executes and delivers to the
Issuer, the Owner Trustee and the Indenture Trustee an agreement in which
such corporation or other organization agrees to be bound hereunder by the
terms of said assignment in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any
successors or assigns of the parties hereto.
SECTION 6.5 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.
17
SECTION 6.6 Headings. The section headings hereof have been
inserted for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.
SECTION 6.7 Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but
one and the same agreement.
SECTION 6.8 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall 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 6.9 Not Applicable to Chase Manhattan Bank USA, National
Association in Other Capacities. Nothing in this Agreement shall affect any
obligation Chase Manhattan Bank USA, National Association may have in any
other capacity.
SECTION 6.10 Limitation of Liability of Owner Trustee, Indenture
Trustee and Administrator.
(a) Notwithstanding anything contained herein to the
contrary, this instrument has been signed by Wilmington Trust
Company not in its individual capacity but solely as Owner
Trustee for the Chase Credit Card Owner Trust 2002-1 and in no
event shall Wilmington Trust Company in its individual capacity
or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder, as to all of which recourse
shall be had solely to the assets of the Issuer.
(b) Notwithstanding anything contained herein to the
contrary, this Agreement has been signed by The Bank of New York,
not in its individual capacity but solely as Indenture Trustee,
and in no event shall The Bank of New York have any liability for
the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the
Issuer.
(c) No recourse under any obligation, covenant or
agreement of the Issuer contained in this Agreement shall be had
against any agent of the Issuer (including the Administrator) as
such by the enforcement of any assessment or by any legal or
equitable proceeding, by virtue of any statute or otherwise; it
being expressly agreed and understood that this Agreement is
solely an obligation of the Issuer as a Delaware common law
trust, and that no personal liability whatever shall attach to or
be incurred by any agent of the Issuer (including the
Administrator), as such, under or by reason of any of the
obligations, covenants or agreements of the Issuer contained in
this Agreement, or implied therefrom, and that any and all
personal liability for breaches by the Issuer of any such
obligations, covenants or agreements, either at common law or at
equity, or by statute or constitution, of every such agent is
hereby expressly waived as a condition of and in consideration
for the execution of this Agreement.
18
SECTION 6.11 Third-Party Beneficiary. Each of the Owner Trustee
and the Indenture Trustee is a third-party beneficiary to this Agreement
and is entitled to the rights and benefits hereunder and may enforce the
provisions hereof as if it were a party hereto. The Administrator agrees to
compensate and indemnify the Indenture Trustee pursuant to Section 6.7 of
the Indenture.
SECTION 6.12 Nonpetition Covenants.
(a) Notwithstanding any prior termination of this
Agreement, the Depositor shall not at any time with respect to
the Issuer or the Master Trust, acquiesce, petition or otherwise
invoke or cause the Issuer 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 Issuer 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 Issuer or the Master Trust or any substantial
part of its property, or ordering the winding up or liquidation
of the affairs of the Issuer or the Master Trust; provided,
however, that this subsection 6.12(a) shall not operate to
preclude any remedy described in Article V of the Indenture.
(b) Notwithstanding any prior termination of this
Agreement, the Issuer shall not at any time with respect to the
Master Trust, acquiesce, petition or otherwise invoke or cause
the Master Trust to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case
against 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 Master Trust or any substantial part of
its property, or ordering the winding up or liquidation of the
affairs of the Master Trust; provided, however, that this
subsection 6.12(b) shall not operate to preclude any remedy
described in Article V of the Indenture.
SECTION 6.13 Liability of Administrator. Notwithstanding any
provision of this Agreement, the Administrator shall not have any
obligations under this Agreement other than those specifically set forth
herein, and no implied obligations of the Administrator shall be read into
this Agreement. Neither the Administrator nor any of its directors,
officers, agents or employees shall be liable for any action taken or
omitted to be taken in good faith by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct and in no event shall the Administrator be liable under or in
connection with this Agreement for indirect, special, or consequential
losses or damages of any kind, including lost profits, even if advised of
the possibility thereof and regardless of the form of action by which such
losses or damages may be claimed. Without limiting the foregoing, the
Administrator may (a) consult with legal counsel (including counsel for the
Issuer), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts and (b) shall incur no liability under or in respect of this
Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing
19
(which may be by facsimile) believed by it to be genuine and signed or sent by
the proper party or parties.
20
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the day and year first
above written.
WILMINGTON TRUST COMPANY
not in its individual capacity but solely
as Owner Trustee for:
CHASE CREDIT CARD OWNER TRUST 2002-1
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
as Administrator
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Acknowledged and Agreed:
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that WILMINGTON TRUST COMPANY, a
Delaware banking corporation, not in its individual capacity but solely as
owner trustee ("Owner Trustee") for the Chase Credit Card Owner Trust
2002-1 ("Trust"), does hereby make, constitute and appoint CHASE MANHATTAN
BANK USA, NATIONAL ASSOCIATION as Administrator under the Administration
Agreement (as defined below), and its agents and attorneys, as
Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust
all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Owner Trustee or the Trust to
prepare, file or deliver pursuant to the Basic Documents (as defined in the
Indenture dated as of March 13, 2002 between the Trust and the Bank of New
York, as Indenture Trustee), including, without limitation, to appear for
and represent the Owner Trustee and the Trust in connection with the
preparation, filing and audit of federal, state and local tax returns
pertaining to the Trust, and with full power to perform any and all acts
associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to
audits, initiate and defend litigation, and to execute waivers of
restriction on assessments of deficiencies, consents to the extension of
any statutory or regulatory time limit, and settlements. For the purpose of
this Power of Attorney, the term "Administration Agreement" means the
Deposit and Administration Agreement dated as of March 13, 2002 among
Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee for the Trust and Chase Manhattan Bank USA, National
Association, as Administrator, and acknowledged and agreed by The Bank of
New York, as Indenture Trustee, as such may be amended from time to time.
All powers of attorney for this purpose heretofore filed or
executed by the Owner Trustee are hereby revoked.
EXECUTED this 13th day of March, 2002.
WILMINGTON TRUST COMPANY
not in its individual capacity but solely
as Owner Trustee for the
Chase Credit Card Owner Trust 2002-1
By:
----------------------------------
Name:
Title:
