Exhibit 4.11
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 2002-5
as Issuer
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DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of July 16, 2002
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions...........................................1
SECTION 1.2 Usage of Terms........................................1
ARTICLE II
DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit............1
SECTION 2.2 Closing...............................................2
SECTION 2.3 Books and Records.....................................2
SECTION 2.4 Holder of the Series Certificate......................3
ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Depositor...........3
ARTICLE IV
ADMINISTRATION
SECTION 4.1 Duties as Administrator...............................5
SECTION 4.2 Records..............................................13
SECTION 4.3 [Reserved]...........................................13
SECTION 4.4 Additional Information To Be Furnished to Issuer.....13
SECTION 4.5 Independence of Administrator........................13
SECTION 4.6 No Joint Venture.....................................13
SECTION 4.7 Other Activities of Administrator....................13
SECTION 4.8 Net Deposits.........................................13
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
SECTION 5.3 Acquisition of Owner Trust Estate....................15
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices..............................................15
SECTION 6.2 Amendments...........................................16
SECTION 6.3 Protection of Title to Owner Trust...................16
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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
ii
This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of July 16,
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 White Clay Center Building 200, Route 273,
Newark, Delaware 19711 ("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 2002-5, a Delaware common law trust, as issuer (the "Issuer").
W I T N E S S E T H :
- - - - - - - - - - -
In consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Whenever used in this Agreement, words
and phrases, unless defined herein or the context otherwise requires, shall
have the meanings set forth in the Indenture.
SECTION 1.2 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular;
words importing any gender include the other gender; references to
"writing" include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agreements and other
contractual instruments include all subsequent amendments thereto or
changes therein entered into in accordance with their respective terms and
not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; and the term "including" means "including
without limitation." All references herein to Articles, Sections,
Subsections and Exhibits are references to Articles, Sections, Subsections
and Exhibits contained in or attached to this Agreement unless otherwise
specified, and each such Exhibit is part of the terms of this Agreement.
ARTICLE II
DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit. (a) In
consideration of the Issuer's delivery of the Notes to and upon the order
of the Depositor, the Depositor does hereby transfer, assign, set-over,
pledge and otherwise convey to the Issuer, without recourse (subject to the
Depositor's obligations herein), all right, title, and interest of the
Depositor in, to and under (i) the Series Certificate, and all money,
instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating
thereto), distributed or distributable in respect of the Series Certificate
pursuant to the terms of
the Series Supplement and the Pooling and Servicing Agreement after the
Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in
the amount of $10,000,000 on the Closing Date.
This Agreement also shall be deemed to be, and hereby is, a
security agreement within the meaning of the UCC, and the conveyance by the
Depositor provided for in this Agreement shall be deemed to be and hereby
is a grant by the Depositor to the Issuer of a security interest in and to
all of the Depositor's right, title and interest, whether now owned or
hereafter acquired, in, to and under all accounts, general intangibles,
chattel paper, instruments, documents, money, deposit accounts, arising
from, or relating to the Series Certificate and the proceeds thereof, to
secure the rights of the Issuer under this Agreement and the obligations of
the Depositor hereunder. The Depositor and the Issuer shall, to the extent
consistent with this Agreement, take such actions as may be necessary to
ensure that the security interest in the Series Certificate created
hereunder will be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement.
It is the intention of the Depositor and the Issuer that (a) the
assignment and transfer herein contemplated constitute a sale of the Series
Certificate, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Issuer and (b) the Series
Certificate not be part of the Depositor's estate in the event of an
insolvency of the Depositor. In the event that such conveyance is deemed to
be a pledge to secure a loan, the Depositor hereby grants to the Issuer a
first priority perfected security interest in all of the Depositor's right,
title and interest in, to and under the Series Certificate, and in all
proceeds of the foregoing, to secure the loan deemed to be made in
connection with such pledge and, in such event, this Agreement shall
constitute a security agreement under applicable law.
It is the intention of the parties hereto that the transfer of
Series Certificates to the Trust pursuant to this Agreement be subject to,
and be treated in accordance with, the "Asset Backed Securities
Facilitation Act," Title 6, Chapter 27A of the Delaware Code (the "Delaware
Act") and each of the parties hereto agrees that this Agreement has been
entered into by the parties hereto in express reliance upon the Delaware
Act. For purposes of complying with the requirements of the Delaware Act,
each of the parties hereto hereby agrees that any property, assets or
rights purported to be transferred, in whole or in part, by Chase USA
pursuant to this Agreement shall be deemed to no longer be the property,
assets or rights of Chase USA.
SECTION 2.2 Closing. The sale of the Series Certificate shall take
place on the Closing Date, simultaneously with the closing of the other
transactions contemplated by the Basic Documents. The Series Certificate
shall then be delivered to the Owner Trustee in Delaware and upon receipt
thereof shall then be delivered by the Owner Trustee to the Indenture
Trustee.
SECTION 2.3 Books and Records.
(a) In connection with the transfer, assignment, set-over, pledge
and conveyance set forth in Section 2.1, the Depositor agrees to record
and file, at its own
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expense, any financing statements (and continuation statements with
respect to such financing statements when applicable) required to be
filed with respect to the Series Certificate assigned by the Depositor
hereunder, meeting the requirements of applicable state law in such
manner and in such jurisdictions as are necessary under applicable law to
perfect the transfer, assignment, set-over, pledge and conveyance of the
Series Certificate to the Issuer, and to deliver a file-stamped copy of
such financing statements or other evidence of such filings to the Issuer
on or prior to the Closing Date (excluding such continuation and similar
statements, which shall be delivered promptly after filing).
(b) In connection with the transfer, assignment, set-over, pledge
and conveyance hereunder, the Depositor further agrees, at its own
expense, on or prior to the Closing Date to cause the Master Trust
Trustee to register the Issuer as the registered owner of the Series
Certificate.
SECTION 2.4 Holder of the Series Certificate. For so long as the
Series Certificate is pledged to the Indenture Trustee under the Indenture,
the Indenture Trustee initially shall be deemed to be the holder of the
Series Certificate for all purposes under the Pooling and Servicing
Agreement and the Series Supplement. To the extent the Series Certificate
is sold or otherwise transferred, subject to the provisions of Section 5.4
of the Indenture and Section 16 of the Series Supplement, to a third-party
in connection with the sale or liquidation of the Owner Trust Estate
pursuant to the provisions of the Indenture, such transferee shall be
deemed to be the holder of the Series Certificate for all purposes under
the Pooling and Servicing Agreement and the Series Supplement.
ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties with respect
to the Series Certificate on which the Issuer is deemed to have relied in
acquiring the Series Certificate. Such representations and warranties speak
as of the execution and delivery of this Agreement, but shall survive the
transfer and assignment of the Series Certificate to the Issuer and the
pledge thereof to the Indenture Trustee pursuant to the Indenture.
(a) Title. It is the intention of the Depositor (i) that the
transfer contemplated in subsection 2.1(a) herein constitute either (A) a
sale of the Series Certificate, or (B) a grant of a valid and continuing
security interest therein from the Depositor to the Issuer which security
interest is prior to all other Liens and is enforceable against creditors
and purchasers from the Depositor and (ii) to the extent that the
Depositor retains any interest in the Series Certificate after the
transfer contemplated by subsection 2.1(a) herein, that the grant
contemplated in subsection 2.1(b) herein constitute a grant of a
perfected security interest therein from the Depositor to the Indenture
Trustee for the benefit of the Holders of the Notes and that the
beneficial interest in the title to the Series Certificate not be part of
the debtor's estate in the event of the filing of a bankruptcy petition
by or against the Depositor under any bankruptcy law. Other than
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pursuant to this Agreement, the Series Certificate has not been sold,
transferred, assigned or pledged by the Depositor to any Person.
Immediately prior to the transfer and assignment herein contemplated, the
Depositor owned and had good and marketable title to the Series
Certificate, free and clear of all Liens, claims, rights or encumbrances
of others and, immediately upon the transfer thereof, the Issuer shall
have good and marketable title to the Series Certificate, free and clear
of all liens, claims, rights or encumbrances of others or a first
priority perfected security interest therein. The Depositor has not
authorized the filing of and is not aware of any financing statements
against the Depositor that include a description of collateral covering
the Series Certificate other than any financing statement relating to the
security interest granted to the Issuer hereunder or the security
interest granted by the Issuer to the Indenture Trustee. The Depositor
has no actual knowledge of any current statutory or other non-consensual
liens, including any judgment or tax lien filings against the Debtor, to
which the Series Certificate is subject.
(b) Certificated Security. The Series Certificate constitutes a
"certificated security" within the meaning of the applicable UCC.
(c) Delivery of Series Certificate. The sole original executed copy
of the Series Certificate has been delivered to the Issuer and has been
registered in the name of the Issuer. The Series Certificate has no marks
or notations indicating that it has been pledged, assigned or otherwise
conveyed to any Person other than the Issuer, provided that the Series
Certificate with an undated bond power covering the Series Certificate,
duly executed by the Issuer and endorsed in blank, shall be delivered to
the Indenture Trustee, and the Indenture Trustee shall maintain
possession of the Series Certificate for the benefit of the Holders of
the Notes, subject to the terms of the Indenture.
(d) No Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or of any Governmental Authority
required in connection with the execution and delivery by the Depositor
of this Agreement or any other Basic Document, the performance by the
Depositor of the transactions contemplated by this Agreement or any other
Basic Document and the fulfillment by the Depositor of the terms hereof
and thereof have been obtained or have been completed and are in full
force and effect (other than approvals, authorizations, consents, orders
and other actions which if not obtained or completed or in full force or
effect would not have a material adverse effect on the Depositor or the
Issuer or upon the collectibility of the proceeds from the Series
Certificate or upon the ability of the Depositor to perform its
obligations under this Agreement).
(e) Transfers Comply. Each of (i) the transfer of the Series
Certificate by the Depositor to the Issuer pursuant to the terms of this
Agreement, (ii) the pledge of the Series Certificate by the Depositor to
the Indenture Trustee for the benefit of the Holders of the Notes
pursuant to the terms of this Agreement, and (iii) the pledge of the
Series Certificate by the Issuer to the Indenture Trustee pursuant to the
terms of the Indenture, comply with the provisions of the Pooling and
Servicing Agreement and the Series Supplement relating to the transfers
of the Series Certificate.
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(f) All Actions Taken. All actions necessary under the applicable
UCC in any jurisdiction to be taken (i) to give the Issuer a first
priority perfected security interest or ownership interest in the Series
Certificate, and (ii) to give the Indenture Trustee a first priority
perfected security interest therein (including, without limitation, UCC
filings with the Delaware Secretary of State), in each case subject to
any statutory or other non-consensual liens with respect to the Series
Certificate, have been taken. The Depositor has no actual knowledge of
any current statutory or other non-consensual liens to which the Series
Certificate is subject.
ARTICLE IV
ADMINISTRATION
SECTION 4.1 Duties as Administrator.
(a) Duties with Respect to the Basic Documents. The Administrator
agrees to perform all its duties as Administrator hereunder. The
Administrator shall monitor the performance of the Issuer and shall advise
the Issuer and the Owner Trustee when action is necessary to comply with
the Issuer's duties under the Indenture or with the Owner Trustee's duties
under the Trust Agreement. The Administrator shall prepare for execution by
the Issuer or the Owner Trustee or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer or the
Owner Trustee to prepare, file or deliver pursuant to the Basic Documents
or under applicable law (including tax and securities laws). In furtherance
of the foregoing, the Administrator shall take all appropriate action that
it is the duty of the Issuer or the Owner Trustee to take pursuant to this
Agreement or the Indenture including, without limitation, such of the
foregoing as are required with respect to the following matters under this
Agreement and the Indenture (references are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and
instruments required for authentication of the Notes, if any, and
delivery of the same to the Indenture Trustee (Sections 2.2 and
2.3);
(ii) the duty to cause the Note Register to be kept and to
give the Indenture Trustee notice of any appointment of a new
Note Registrar and the location, or change in location, of the
Note Register and the office or offices where Notes may be
surrendered for registration of transfer or exchange (Section
2.4);
(iii) the notification of Noteholders of the final principal
payment on their Notes (subsection 2.7(h));
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.9);
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(v) the preparation of Definitive Notes and arranging the
delivery thereof (Section 2.12);
(vi) the duty to cause newly appointed Paying Agents, if
any, to deliver to the Indenture Trustee the instrument specified
in the Indenture regarding funds held in trust (Section 2.14);
(vii) to select Reference Banks, if necessary, or other
banks from which quotes are obtained for the purpose of
determining LIBOR (Section 2.16);
(viii) the maintenance of an office or agency in the City of
New York for registration of transfer or exchange of Notes
(Section 3.2);
(ix) the direction to Paying Agents to pay to the Indenture
Trustee all sums held in trust by such Paying Agents (Section
3.3);
(x) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity
and enforceability of the Indenture, the Notes, the Collateral
and each other instrument and agreement included in the Owner
Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments,
financing statements, continuation statements, if any,
instruments of further assurance and other instruments, in
accordance with Section 3.5 of the Indenture, necessary to
protect the Owner Trust Estate (Section 3.5);
(xii) the obtaining of the Opinion of Counsel on the Closing
Date and the annual delivery of Opinions of Counsel, in
accordance with Section 3.6 of the Indenture, as to the Owner
Trust Estate, and the annual delivery of the Officer's
Certificate and certain other statements, in accordance with
Section 3.9 of the Indenture, as to compliance with the Indenture
(Sections 3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an
Officer's Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (subsection
3.7(b));
(xiv) the notification of the Indenture Trustee and the Note
Rating Agencies of a Master Trust Servicer Default pursuant to
the Pooling and Servicing Agreement and, if such Master Trust
Servicer Default arises from the failure of the Servicer to
perform any of its duties under the Pooling and Servicing
Agreement, the taking of all reasonable steps available to remedy
such failure (subsection 3.7(d));
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(xv) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
covenants and agreements under the Indenture (subsection
3.11(b));
(xvi) the delivery of notice to the Indenture Trustee of
each Event of Default and each default by the Depositor under
this Agreement (Section 3.18);
(xvii) the taking of such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of
the Indenture or to compel or secure the performance and
observance by the Depositor of its obligations under this
Agreement (Sections 3.19 and 5.16);
(xviii) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation
of an Officer's Certificate and the obtaining of the Opinion of
Counsel and the Independent Certificate relating thereto (Section
4.1);
(xix) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Owner Trust
Estate if an Event of Default shall have occurred and be
continuing (Section 5.4);
(xx) providing the Indenture Trustee with the information
necessary to deliver to each Noteholder such information as may
be reasonably required to enable such Holder to prepare its
United States federal and state, local income or franchise tax
returns (Section 6.6);
(xxi) the preparation and delivery of notice to Noteholders
of the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee (Section 6.8);
(xxii) the preparation of any written instruments required
to confirm more fully the authority of any co-trustee or separate
trustee and any written instruments necessary in connection with
the resignation or removal of the Indenture Trustee or any
co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxiii) the furnishing of the Indenture Trustee with the
names and addresses of Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(xxiv) the preparation and, after execution by the Issuer,
the filing with the Commission and any applicable state agencies
and the Indenture Trustee of documents required to be filed on a
periodic basis with, and summaries thereof as may be required by
rules and regulations prescribed by, the Commission and any
applicable state agencies and the transmission of such summaries,
as necessary, to the Noteholders (Section 7.4);
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(xxv) the obtaining of an Officer's Certificate, Opinion of
Counsel and Independent Certificates, if necessary, for the
release of the Owner Trust Estate as defined in the Indenture
(Sections 8.4 and 8.5);
(xxvi) the preparation of Issuer Orders and Issuer Requests
and the obtaining of Opinions of Counsel with respect to the
execution of supplemental indentures and the mailing to the
Noteholders of notices with respect to such supplemental
indentures (Sections 9.1 and 9.2);
(xxvii) the execution of new Notes conforming to any
supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the form of
notice necessary to deliver the notification of Noteholders of
redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's Certificates,
Opinions of Counsel and Independent Certificates with respect to
any requests by the Issuer to the Indenture Trustee to take any
action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's Certificates
and the obtaining of Independent Certificates, if necessary, for
the release of property from the lien of the Indenture (Section
11.1(b));
(xxxi) the preparation and delivery to the Noteholders and
the Indenture Trustee of any agreements with respect to alternate
payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable
(Section 11.15).
(b) Additional Duties.
(i) In addition to the duties of the Administrator set forth
above, the Administrator shall keep all books and records,
perform such calculations and shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by
other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be
the duty of the Issuer or the Owner Trustee to keep, perform,
prepare, file or deliver pursuant to any of the Basic Documents
and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the Basic Documents. Subject to
Section 5 of this Agreement, and in accordance with the
directions of the Owner Trustee, the Administrator shall
administer, perform or supervise the performance of such other
activities in connection with the Owner Trust Estate (including
the Basic Documents) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee
and are reasonably within the capability of the Administrator.
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(ii) Notwithstanding anything in this Agreement or the other
Basic Documents to the contrary, the Administrator shall be
responsible for promptly notifying the Indenture Trustee in the
event that any withholding tax is imposed on the Issuer's
payments (or allocations of income) to a Noteholder. Any such
notice shall specify the amount of any withholding tax required
to be withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the
other Basic Documents to the contrary, the Administrator shall be
responsible for (A) performance of the duties of the Owner
Trustee and the Issuer set forth in Sections 2.7, 2.10, 2.11,
2.12, 2.13(d), 5.16, 6.7, 6.10, and 10.1 of the Indenture with
respect to, among other things, accounting and reports to the
Certificateholder and the maintenance of certain accounts and (B)
the preparation, execution and filing of all documents required
by tax and securities laws relating to the Issuer.
(iv) The Administrator may satisfy its obligations with
respect to clauses (ii) and (iii) above by retaining, at the
expense of the Administrator, a firm of independent public
accountants (the "Accountants") acceptable to the Indenture
Trustee which shall perform the obligations of the Administrator
thereunder.
(v) The Administrator shall perform the duties of the
Administrator specified in Sections 9.2 and 9.3 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, the duties of the
Administrator specified in Section 9.5 of the Trust Agreement
required to be performed in connection with the appointment and
payment of co-Trustees, and any other duties expressly required
to be performed by the Administrator under the Trust Agreement.
(vi) In carrying out the foregoing duties or any of its
other obligations under this Agreement, the Administrator may
enter into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
(vii) It is the intention of the parties hereto that the
Administrator shall, and the Administrator hereby agrees to,
execute on behalf of the Issuer or the Owner Trustee all such
documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Basic
Documents. In furtherance thereof, the Owner Trustee shall, on
behalf of itself and of the Issuer, execute and deliver to the
Administrator, and to each successor Administrator appointed
pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing the
Administrator the attorney-in-fact of the Owner Trustee and the
Issuer for the purpose of executing on behalf of the Owner
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Trustee and the Issuer all such documents, reports, filings,
instruments, certificates and opinions.
(c) Non-Ministerial Matters. (i) With respect to matters that in
the reasonable judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a reasonable time
before the taking of such action, the Administrator shall have notified the
Owner Trustee of the proposed action and the Owner Trustee shall not have
withheld consent or provided an alternative direction. For the purpose of
the preceding sentence, "non-ministerial matters" shall include, without
limitation:
(A) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection of the Receivables);
(B) the amendment, change or modification of the Basic Documents;
(C) the appointment of successor Note Registrars, successor Paying Agents
and successor Indenture Trustees pursuant to the Indenture or the appointment
of successor Administrators or the consent to the assignment by the Note
Registrar, the Paying Agent or the Indenture Trustee of its obligations under
the Indenture; and
(D) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall
not, (x) make any payments to the Noteholders or the
Certificateholder under the Basic Documents, (y) sell the Owner
Trust Estate pursuant to the Indenture other than pursuant to a
written directive of the Indenture Trustee or (z) take any action
that the Issuer directs the Administrator not to take on its behalf.
(d) Reports by the Administrator. On or prior to each Transfer
Date, the Administrator will provide to the Indenture Trustee for the
Indenture Trustee to forward to each Noteholder of record, and to the Owner
Trustee, a statement setting forth (to the extent applicable) the following
information as to the Notes with respect to the related Payment Date or the
period since the previous Payment Date, as applicable:
(i) the amount of the distribution allocable to principal of
the Notes;
(ii) the amount of the distribution allocable to interest on
or with respect to the Notes;
(iii) the aggregate outstanding principal balance of the
Notes after giving effect to all payments reported under clause
(i) above on such date; and
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(iv) the amount, if any, on deposit in the Owner Trust
Spread Account on such Payment Date, after giving effect to all
transfers and withdrawals therefrom and all transfers and
deposits thereto on such Payment Date, and the amount required to
be on deposit in the Owner Trust Spread Account on such date.
Each amount set forth pursuant to clauses (i) and (ii) above will
be expressed as a dollar amount per $1,000 of the initial principal balance
of the Notes.
(e) Owner Trust Accounts. The Administrator shall establish and
maintain, (i) in the name of the Indenture Trustee, for the benefit of the
Noteholders, an Eligible Deposit Account (the "Note Distribution Account"),
bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Noteholders. The Administrator shall
establish and maintain, in the name of the Indenture Trustee, for the
benefit of the Class C Noteholders (and, to the extent expressly provided
in the Indenture, the Certificateholder), an Eligible Deposit Account (the
"Owner Trust Spread Account"), and, together with the Note Distribution
Account, the "Owner Trust Accounts"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class C Noteholders. The Indenture Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Owner Trust
Accounts and in all proceeds thereof. The Note Distribution Account shall
be under the sole dominion and control of the Indenture Trustee for the
benefit of the Noteholders. The Owner Trust Spread Account shall be under
the sole dominion and control of the Indenture Trustee for the benefit of
the Class C Noteholders (and, to the extent expressly provided in the
Indenture, the Certificateholder). If, at any time, any Owner Trust Account
ceases to be an Eligible Deposit Account, the Administrator shall notify
the Indenture Trustee, and the Indenture Trustee upon being notified (or
the Administrator on its behalf) shall, within 10 Business Days, establish
a new Owner Trust Account which meets the conditions specified in the
definition of Eligible Deposit Account, and shall transfer any cash or any
investments to such new Owner Trust Account. The Indenture Trustee, at the
direction of the Administrator, shall make withdrawals from the Owner Trust
Accounts from time to time, in the amounts and for the purposes set forth
in the Indenture.
Funds on deposit in the Owner Trust Spread Account shall be
invested at the direction of the Administrator by the Indenture Trustee or
the Paying Agent in Permitted Investments. The Indenture Trustee shall
maintain for the benefit of the Noteholders and the Series
Certificateholder possession of the negotiable instruments or securities,
if any, evidencing such Permitted Investments. No Permitted Investment
shall be disposed of prior to its maturity.
To the extent so instructed by the Administrator on any Transfer
Date, the Indenture Trustee or the Paying Agent shall, if the amount on
deposit in the Owner Trust Spread Account is greater than the Required
Owner Trust Spread Account Amount for such Transfer Date, pay the amount of
such excess to the Certificateholder pursuant to the Indenture.
11
SECTION 4.2 Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder,
which books of account and records shall be accessible for inspection by
the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor at
any time during normal business hours.
SECTION 4.3 [Reserved]
SECTION 4.4 Additional Information To Be Furnished to Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably
request, including notification of Noteholders pursuant to Section 4.1(a)
hereof.
SECTION 4.5 Independence of Administrator. For all purposes of
this Agreement, the Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or the
Owner Trustee, as the case may be, the Administrator shall have no
authority to act for or represent the Issuer or the Owner Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.
SECTION 4.6 No Joint Venture. Nothing contained in this Agreement
shall (i) constitute the Administrator and either of the Issuer or the
Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be
construed to impose any liability as such on any of them or (iii) be deemed
to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.
SECTION 4.7 Other Activities of Administrator.
(a) Nothing herein shall prevent the Administrator or its affiliates
from engaging in other businesses or, in its sole discretion, from acting
in a similar capacity as an administrator for any other person or entity
even though such person or entity may engage in business activities
similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.
(b) The Administrator and its affiliates may generally engage in any
kind of business with any person party to a Basic Document, any of its
affiliates and any person who may do business with or own securities of
any such person or any of its affiliates, without any duty to account
therefor to the Issuer, the Owner Trustee or the Indenture Trustee.
SECTION 4.8 Net Deposits. As an administrative convenience, so
long as Chase USA is the Administrator and the Certificateholder, the
Administrator will be permitted to make the deposit of amounts with respect
to the Series Certificate for or with respect to any Monthly Period net of
distributions to be made to the Certificateholder with respect to such
Monthly Period. The Administrator, however, will account to the Owner
Trustee, the Indenture Trustee
13
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
13
any such official of any substantial part of its property, shall
make any general assignment for the benefit of creditors or shall
fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in
clause (ii) or (iii) of this subsection 5.1(c) shall occur, it shall give
written notice thereof to the Issuer, the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.
(d) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall
have agreed in writing to be bound by the terms of this Agreement in the
same manner as the Administrator is bound hereunder.
(e) The appointment of any successor Administrator shall be
effective only after the satisfaction of the Rating Agency Condition with
respect thereto.
(f) A successor Administrator shall execute, acknowledge and deliver
a written acceptance of its appointment hereunder to the resigning
Administrator and to the Issuer. Thereupon the resignation or removal of
the resigning Administrator shall become effective, and the successor
Administrator shall have all the rights, powers and duties of the
Administrator under the Indenture. The successor Administrator shall mail
a notice of its succession to the Noteholders and the Certificateholder.
The resigning Administrator shall promptly transfer or cause to be
transferred all property and any related agreements, documents and
statements held by it as Administrator to the successor Administrator and
the resigning Administrator shall execute and deliver such instruments
and do other things as may reasonably be required for fully and certainly
vesting in the successor Administrator all rights, powers, duties and
obligations hereunder.
(g) In no event shall a resigning Administrator be liable for the
acts or omissions of any successor Administrator hereunder.
(h) In the exercise or administration of its duties hereunder and
under the other Basic Documents, the Administrator may act directly or
through its agents or attorneys pursuant to agreements entered into with
any of them, and the Administrator shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall
have been selected by the Administrator with due care.
SECTION 5.2 Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant
to subsection 5.1(a) or the resignation or removal of the Administrator
pursuant to subsection 5.1 (b) or (c), respectively, the Administrator
shall be entitled to be paid all fees and reimbursable expenses accruing to
it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon termination pursuant to subsection
5.1(a) deliver to the Issuer all property and documents of or relating to
the Collateral then in the custody of the Administrator. In the event of
the resignation or removal of the Administrator pursuant to subsection
5.1(b) or (c), respectively, the
14
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.
SECTION 5.3 Acquisition of Owner Trust Estate. If Chase USA
exercises its option to accept retransfer of the Series Certificate
pursuant to Section 4 of the Series Supplement, the Depositor shall (a)
acquire the Series Certificate and all rights related thereto, which
acquisition shall be effective as of the date on which such retransfer
occurs, (b) deliver notice of such acquisition to the Indenture Trustee on
or prior to the related Transfer Date, (c) deposit, on its own behalf and
on behalf of the Issuer pursuant to Section 10.1 of the Indenture, in the
Note Distribution Account on or prior to the related Transfer Date, an
amount equal to the Redemption Price and (d) succeed to all interests in
and to the Issuer.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices. Any notice, report or other communication
given hereunder shall be in writing and addressed as follows:
if to the Issuer or the Owner Trustee, to
Chase Credit Card Owner Trust 2002-5
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
with a copy to:
Richards, Layton & Finger
One Rodney Square
Wilmington, DE 19899
Attention: Eric Mazie
if to the Administrator, to
Chase Manhattan Bank USA, National Association
500 Stanton Christiana Road, Floor 1
Newark, DE 19713
Attention: Patricia M. Garvey
if to the Indenture Trustee, to
The Bank of New York
101 Barclay Street, 8 West
New York, NY 10286
15
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 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
16
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
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,
17
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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 2002-5 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
18
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 6.12(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
19
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.
WILMINGTON TRUST COMPANY
not in its individual capacity but solely
as Owner Trustee for:
CHASE CREDIT CARD OWNER TRUST
2002-5
By: /s/ Donald G. MacKelcan
-----------------------------------
Name: Donald G. MacKelcan
Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
as Administrator
By: /s/ Patricia M. Marvey
-----------------------------------
Name: Patricia M. Garvey
Title: Vice President
Acknowledged and Agreed:
THE BANK OF NEW YORK
not in its individual capacity but solely
as Indenture Trustee
By: /s/ Daniel Rothman
-----------------------------------
Name: Daniel Rothman
Title: Assistant Treasurer
EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, that WILMINGTON TRUST COMPANY, a
Delaware banking corporation, not in its individual capacity but solely as
owner trustee ("Owner Trustee") for the Chase Credit Card Owner Trust
2002-5 ("Trust"), does hereby make, constitute and appoint CHASE MANHATTAN
BANK USA, NATIONAL ASSOCIATION as Administrator under the Administration
Agreement (as defined below), and its agents and attorneys, as
Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Trust
all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Owner Trustee or the Trust to
prepare, file or deliver pursuant to the Basic Documents (as defined in the
Indenture dated as of July 16, 2002 between the Trust and the Bank of New
York, as Indenture Trustee), including, without limitation, to appear for
and represent the Owner Trustee and the Trust in connection with the
preparation, filing and audit of federal, state and local tax returns
pertaining to the Trust, and with full power to perform any and all acts
associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to
audits, initiate and defend litigation, and to execute waivers of
restriction on assessments of deficiencies, consents to the extension of
any statutory or regulatory time limit, and settlements. For the purpose of
this Power of Attorney, the term "Administration Agreement" means the
Deposit and Administration Agreement dated as of July 16, 2002 among
Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee for the Trust and Chase Manhattan Bank USA, National
Association, as Administrator, and acknowledged and agreed by The Bank of
New York, as Indenture Trustee, as such may be amended from time to time.
All powers of attorney for this purpose heretofore filed or
executed by the Owner Trustee are hereby revoked.
EXECUTED this 16th day of July, 2002.
WILMINGTON TRUST COMPANY
not in its individual
capacity but solely as
Owner Trustee for the
Chase Credit Card Owner
Trust 2002-5
By:
-------------------------
Name:
Title: