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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 1999-[ ]
as Issuer
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DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of [ ], 1999
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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 . . . . . . . . . . . . . . . . . 11
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 . . . . . . . . . . . . . . . . . 14
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices . . . . . . . . . . . . . . . . . 15
SECTION 6.2 Amendments . . . . . . . . . . . . . . . 16
SECTION 6.3 Protection of Title to Owner Trust. . . . 16
SECTION 6.4 Successors and Assigns . . . . . . . . . 17
SECTION 6.5 GOVERNING LAW . . . . . . . . . . . . . . 17
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 . . . . . . . 19
Exhibit A Power of Attorney
This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of
[ ], 1999 (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 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 ("Chase USA," the "Transferor" or the
"Depositor" in its respective capacities as such), and CHASE CREDIT CARD
OWNER TRUST 1999-[ ], 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
to), 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 $ .
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.
(b) To the extent that the Depositor retains any interest
in the Series Certificate, the Depositor hereby grants to the
Indenture Trustee for the benefit of the Holders of the Notes a
security interest in 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, certificates of deposit, goods,
letters of credit, advices of credit, and investment property
consisting of, arising from, or relating to the Series Certificate and
the proceeds thereof (collectively, the "Indenture Collateral"), to
secure the performance of all of the obligations of the Depositor
under the Indenture and the Basic Documents. With respect to the
Indenture Collateral, the Indenture Trustee shall have all of the
rights it has under the Indenture and the Basic Documents. The
Indenture Trustee shall have all of the rights of a secured creditor
under the UCC in New York and the UCC in Delaware.
SECTION 2.2 Closing. The sale of the Series Certificate shall
take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, New York, New York
on the Closing Date, simultaneously with the closing of the other
transactions contemplated by the Basic Documents.
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 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 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 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 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
perfected security interest therein from the Depositor to the Issuer
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 Transferor under any
bankruptcy law. The Series Certificate has not been sold,
transferred, assigned or pledged by the Depositor to any Person other
than pursuant to this Agreement. Immediately prior to the transfer
and assignment herein contemplated, the Depositor had good and
marketable title to the Series Certificate, free and clear of all
liens and rights 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 of rights of others or a
first priority perfected security interest therein; and the transfer
has been perfected, by the filing of appropriate financing statements
pursuant to the UCC, under the UCC. The Depositor has no actual
knowledge of any current statutory or other non-consensual liens to
which the Series Certificate is subject.
(b) 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).
(c) 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 Supplement
relating to the transfers of the Series Certificate.
(d) 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 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 (subsection 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);
(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) the maintenance of an office or agency in the
City of New York for registration of transfer or exchange of
Notes (Section 3.2);
(viii) the direction to Paying Agents to pay to the
Indenture Trustee all sums held in trust by such Paying Agents
(Section 3.3);
(ix) 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);
(x) 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);
(xi) 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 Officers'
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);
(xii) the identification to the Indenture Trustee in
an Officers' Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (subsection
3.7(b));
(xiii) 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));
(xiv) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligation under the Indenture (subsection 3.11(b));
(xv) the delivery of notice to the Indenture Trustee
of each Event of Default, any Master Trust Servicer Default and
each default by the Depositor under this Agreement (Section
3.18);
(xvi) 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);
(xvii) the monitoring of the Issuer's obligations as
to the satisfaction and discharge of the Indenture and the
preparation of an Officers' Certificate and the obtaining of the
Opinion of Counsel and the Independent Certificate relating
thereto (Section 4.1);
(xviii) the compliance with any written directive of
the Indenture Trustee with respect to the sale of the Owner Trust
Estate in any manner permitted by law if an Event of Default
shall have occurred and be continuing (Section 5.4);
(xix) 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 and local income
or franchise tax returns (Section 6.6);
(xx) 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);
(xxi) 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);
(xxii) 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);
(xxiii) 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);
(xxiv) the obtaining of an Officers' 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);
(xxv) 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);
(xxvi) the execution of new Notes conforming to any
supplemental indenture (Section 9.5);
(xxvii) providing the Indenture Trustee with the form
of notice necessary to deliver the notification of Noteholders of
redemption of the Notes (Section 10.2);
(xxviii) the preparation of all Officers'
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));
(xxix) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of property from the lien of the
Indenture (Section 11.1(b));
(xxx) 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
(xxxi) 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.
(ii) Notwithstanding anything in this Agreement or
the 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 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 trust.
(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
Trustee and the Issuer all such documents, reports, filings,
instruments, certificates and opinions.
(c) Non-Ministerial Matters. (d) 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.
(i) 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
(iv) the amount on deposit in a Owner Trust Spread
Account, if any, 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, 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
Noteholder and the Certificateholder. 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 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 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.
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
Transferor 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. 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 Related
Agreement, 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 and the Indenture Trustee 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 Sections 5(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 Sections 5(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 Note Rating
Agency Condition shall have first been satisfied in connection with
such removal.
(c) Subject to Sections 5(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 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 receipt of written confirmation from each Note
Rating Agency that the proposed appointment will not result in the
qualification, downgrading or withdrawal of any rating assigned to the
Notes by such Note Rating Agency.
(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 this 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 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 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 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 in the Note Distribution Account on
or prior to the related Transfer Date an amount equal to the Note Principal
Balance and all other amounts payable to the Noteholders hereunder
including accrued interest on the Notes and (d) succeed to all interests in
and to the Owner Trust.
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 1999-[ ]
c/o Chase Manhattan Bank Delaware
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: [Corporate Trust Administration]
with a copy to:
[ ]
if to the Administrator, to
Chase Manhattan Bank USA, National Association
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: [ ]
if to the Indenture Trustee, to
The Bank of New York
000 Xxxxxxx Xxxxxx, Xx. 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Administration
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 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
and (ii) as evidenced by an Opinion of Counsel addressed to the Owner
Trustee and the Indenture Trustee, cause the Owner Trust to be classified
as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes. 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, 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 the 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.
(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
receipt by the Owner Trustee of written confirmation from each Note Rating
Agency that such assignment will not result in the qualification,
downgrading or withdrawal of any rating assigned to the Notes by such Note
Rating Agency in respect thereof. 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 GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.
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 Chase
Manhattan Bank Delaware not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall Chase
Manhattan Bank Delaware 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 business
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.
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 6.11 (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 6.11(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 (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper
party or parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
CHASE CREDIT CARD OWNER TRUST
1999-[ ]
CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but solely
as Owner Trustee,
By:
Name:
Title:
CHASE MANHATTAN BANK, USA,
NATIONAL ASSOCIATION
as Administrator
By:
Name:
Title:
Acknowledged and Agreed:
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee,
By:
Name:
Title:
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 CHASE MANHATTAN BANK DELAWARE, a
banking corporation, not in its individual capacity
but solely as owner trustee ("Owner Trustee") for Chase Credit Card Owner
Trust 1999-[ ] ("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), 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 Administration Agreement dated as
of [ ], 1999 among the Trust, Chase Manhattan Bank, USA,
National Association, as Administrator, and 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 ____ day of _______, 1999.
CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but solely
as Owner Trustee
By:
Name:
Title:
