Exhibit 4.11
==============================================================================
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 2002-8
as Issuer
DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of November 20, 2002
==============================================================================
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 ................ 2
SECTION 2.2. Closing ................................................... 3
SECTION 2.3. Books and Records ......................................... 3
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] ................................................ 11
SECTION 4.4. Additional Information To Be Furnished to Issuer .......... 11
SECTION 4.5. Independence of Administrator ............................. 12
SECTION 4.6. No Joint Venture .......................................... 12
SECTION 4.7. Other Activities of Administrator ......................... 12
SECTION 4.8. Net Deposits............................................... 12
ARTICLE V
TERMINATION
SECTION 5.1. Term of Agreement; Resignation and Removal of
Administrator ........................................... 12
SECTION 5.2. Action upon Termination, Resignation or Removal ........... 14
SECTION 5.3. Acquisition of Owner Trust Estate.......................... 14
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Notices ................................................... 14
SECTION 6.2. Amendments ................................................ 15
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 .................................................. 17
SECTION 6.7. Counterparts .............................................. 17
SECTION 6.8. Severability .............................................. 17
i
SECTION 6.9. Not Applicable to Chase Manhattan Bank USA, National
Association in Other Capacities......................... 17
SECTION 6.10. Limitation of Liability of Owner Trustee, Indenture
Trustee and Administrator.............................. 17
SECTION 6.11. Third-Party Beneficiary .................................. 18
SECTION 6.12. Nonpetition Covenants ..................................... 18
SECTION 6.13. Liability of Administrator ................................ 19
Exhibit A Power of Attorney
ii
This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of November 20,
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 2002-8,
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.
1
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 $11,000,000 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.
2
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 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
3
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 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
4
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.
(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));
5
(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) 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));
6
(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);
7
(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.
(ii) Notwithstanding anything in this Agreement or the other Basic
Documents to the contrary, the Administrator shall be responsible for
promptly notifying the In-
8
denture 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 Trustee and the Issuer all such
documents, reports, filings, instruments, certificates and opinions.
(viii) Non-Ministerial Matters. 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
9
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.
(ix) 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, 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
10
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.
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.
11
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 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.
12
(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 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.
13
(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
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:
14
if to the Issuer or the Owner Trustee, to
Chase Credit Card Owner Trust 2002-8
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
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
15
be amended by the Issuer, the Administrator and the Depositor with the written
consent of the Indenture Trustee and the Holders of Notes evidencing a
majority in the Outstanding Amount of the Notes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or
the Certificateholder; provided, however, that, a copy thereof shall have been
delivered to the Note Rating Agencies and that without the consent of the
holders of all of the Notes then Outstanding, no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Series Certificate or distributions
that are required to be made for the benefit of the Noteholders or (ii) reduce
the aforesaid percentage of the Holders of Notes which are required to consent
to any such amendment, without the consent of the Holders of all the
Outstanding Notes.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof.
SECTION 6.3. Protection of Title to Owner Trust.
(a) The Depositor shall take all actions necessary and the Issuer
shall cooperate with the Depositor, if applicable, to perfect, and maintain
perfection of, the interests of the Issuer in the Series Certificate. The
Depositor shall execute and file and cause to be executed and filed such
financing statements and continuation statements, all in such manner and in
such places as may be required by law fully to perfect, maintain, and protect
the interest of the Issuer in the Series Certificate and in the proceeds
thereof and the interest of the Indenture Trustee in the Owner Trust Estate
and the proceeds thereof. The Depositor shall deliver (or cause to be
delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies
of, or filing receipts for, any document filed as provided above, as soon as
available following such filing.
(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.
16
(e) The Administrator shall, to the extent required by applicable
law, cause the Notes to be registered with the Commission pursuant to Section
12(b) or Section 12(g) of the Exchange Act within the time periods specified
in such sections.
SECTION 6.4. Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously consented
to in writing by the Issuer and the Owner Trustee and subject to satisfaction
of the Rating Agency Condition with respect thereto. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
SECTION 6.5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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
2002-8 and in no event shall Wilmington Trust Company in its individual
capacity or any beneficial owner of the Issuer have any
17
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder, as to all of which recourse shall be had
solely to the assets of the Issuer.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by The Bank of New York, not in its individual
capacity but solely as Indenture Trustee, and in no event shall The Bank of
New York have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
(c) No recourse under any obligation, covenant or agreement of the
Issuer contained in this Agreement shall be had against any agent of the
Issuer (including the Administrator) as such by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is
solely an obligation of the Issuer as a Delaware common law trust, and that no
personal liability whatever shall attach to or be incurred by any agent of the
Issuer (including the Administrator), as such, under or by reason of any of
the obligations, covenants or agreements of the Issuer contained in this
Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Issuer of any such obligations, covenants or agreements,
either at common law or at equity, or by statute or constitution, of every
such agent is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement.
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,
18
assignee, trustee, custodian, sequestrator or other similar official of the
Master Trust or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Master Trust; provided, however, that
this subsection 6.12(b) shall not operate to preclude any remedy described in
Article V of the Indenture.
SECTION 6.13. Liability of Administrator. Notwithstanding any
provision of this Agreement, the Administrator shall not have any obligations
under this Agreement other than those specifically set forth herein, and no
implied obligations of the Administrator shall be read into this Agreement.
Neither the Administrator nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken in good
faith by it or them under or in connection with this Agreement, except for its
or their own gross negligence or willful misconduct and in no event shall the
Administrator be liable under or in connection with this Agreement for
indirect, special, or consequential losses or damages of any kind, including
lost profits, even if advised of the possibility thereof and regardless of the
form of action by which such losses or damages may be claimed. Without
limiting the foregoing, the Administrator may (a) consult with legal counsel
(including counsel for the Issuer), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts and (b) shall incur no liability under or in respect of
this Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper party
or parties.
19
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
2002-8
By: /s/ Kathleen A. Pedelini
-------------------------------------
Name: Kathleen A. Pedelini
Title: Financial Services Officer
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
as Administrator
By:
------------------------------------
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:
------------------------------------
Name: Daniel Rothman
Title: Assistant Treasurer
20
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
WILMINGTON TRUST COMPANY
not in its individual capacity but solely
as Owner Trustee for:
CHASE CREDIT CARD OWNER TRUST
2002-8
By:
-------------------------------------
Name: Kathleen A. Pedelini
Title: Financial Services Officer
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
as Administrator
By: /s/ Patricia M. Garvey
--------------------------------------
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
21
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 2002-8
("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 November 20, 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 November 20, 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 20th day of November, 2002.
WILMINGTON TRUST COMPANY
not in its individual capacity but solely
as Owner Trustee for the Chase Credit Card Owner
Trust 2002-8
By:
------------------------------------------
Name:
Title:
22