Exhibit 4.11
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 2002-2
as Issuer
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DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of April 2, 2002
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TABLE OF CONTENTS
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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
April 2, 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 2002-2, 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 $14,000,000 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.
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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
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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
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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 2002-2
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
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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.
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(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.
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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 2002-2 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.
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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
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(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
2002-2
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
as Administrator
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx 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
