Exhibit 4.11
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 1999-3
as Issuer
DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of September 29, 1999
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . 1
SECTION 1.2 Usage of Terms . . . . . . . . . . . . . . . 1
ARTICLE II DEPOSIT OF CERTIFICATE
SECTION 2.1 Deposit of Certificate and Initial Deposit . 1
SECTION 2.2 Closing . . . . . . . . . . . . . . . . . . 2
SECTION 2.3 Books and Records . . . . . . . . . . . . . 2
SECTION 2.4 Holder of the Series Certificate . . . . . . 3
ARTICLE III DEPOSITOR REPRESENTATIONS
AND WARRANTIES
SECTION 3.1 Representations and Warranties
of Depositor . . . . . . . . . . . . . . . . 3
ARTICLE IV ADMINISTRATION
SECTION 4.1 Duties as Administrator . . . . . . . . . . . 5
SECTION 4.2 Records . . . . . . . . . . . . . . . . . . 11
SECTION 4.3 Reserved] . . . . . . . . . . . . . . . . . 12
SECTION 4.4 Additional Information To Be Furnished
to Issuer . . . . . . . . . . . . . . . . . . 12
SECTION 4.5 Independence of Administrator . . . . . . . 12
SECTION 4.6 No Joint Venture . . . . . . . . . . . . . . 12
SECTION 4.7 Other Activities of Administrator . . . . . 12
ARTICLE V TERMINATION
SECTION 5.1 Term of Agreement; Resignation and Removal of
of Administrator . . . . . . . . . . . . . . 13
SECTION 5.2 Action upon Termination, Resignation
or Removal . . . . . . . . . . . . . . . . . 14
ARTICLE VI MISCELLANEOUS
SECTION 6.1 Notices . . . . . . . . . . . . . . . . . . . 15
SECTION 6.2 Amendments . . . . . . . . . . . . . . . . . . 16
SECTION 6.3 Protection of Title to Owner Trust . . . . . . 16
SECTION 6.4 Successors and Assigns . . . . . . . . . . . . 17
SECTION 6.5 GOVERNING LAW . . . . . . . . . . . . . . . . 17
SECTION 6.6 Headings . . . . . . . . . . . . . . . . . . . 18
SECTION 6.7 Counterparts . . . . . . . . . . . . . . . . . 18
SECTION 6.8 Severability . . . . . . . . . . . . . . . . . 18
SECTION 6.9 Not Applicable to Chase Manhattan
Bank USA, National Association in
Other Capacities . . . . . . . . . . . . . . . 18
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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
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This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of
September 29, 1999 (as amended, supplemented or otherwise modified and in
effect from time to time, this "Agreement"), is made between CHASE MANHATTAN
BANK USA, NATIONAL ASSOCIATION, a national banking association having its
principal executive offices located at 802 Delaware Avenue, Wilmington,
Delaware 19801 ("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 1999-3, 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
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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 $9,659,100 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.
(b) To the extent that the Depositor retains
any interest in the Series Certificate, the Depositor hereby grants
to the Indenture Trustee for the benefit of the Holders of the Notes
a security interest in all of the Depositor's right, title, and
interest, whether now owned or hereafter acquired, in, to, and under
all accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, and investment property
consisting of, arising from, or relating to the Series Certificate
and the proceeds thereof (collectively, the "Indenture Collateral"),
to secure the performance of all of the obligations of the Depositor
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under the Indenture and the other Basic Documents. With respect to
the Indenture Collateral, the Indenture Trustee shall have all of the
rights it has under the Indenture and the other Basic Documents. The
Indenture Trustee shall have all of the rights of a secured creditor
under the UCC in New York and the UCC in Delaware.
SECTION 2.2 Closing. The sale of the Series
Certificate shall take place at the offices of Simpson Thacher & Bartlett,
New York, New York on the Closing Date, simultaneously with the closing of
the other transactions contemplated by the Basic Documents.
SECTION 2.3 Books and Records.
(a) In connection with the transfer,
assignment, set-over, pledge and conveyance set forth in Section 2.1,
the Depositor agrees to record and file, at its own expense, any
financing statements (and continuation statements with respect to
such financing statements when applicable) required to be filed with
respect to the Series Certificate assigned by the Depositor
hereunder, meeting the requirements of applicable state law in such
manner and in such jurisdictions as are necessary under applicable
law to perfect the transfer, assignment, set-over, pledge and
conveyance of the Series Certificate to the Issuer, and to deliver a
file-stamped copy of such financing statements or other evidence of
such filings to the Issuer on or prior to the Closing Date (excluding
such continuation and similar statements, which shall be delivered
promptly after filing).
(b) In connection with the transfer,
assignment, set-over, pledge and conveyance hereunder, the Depositor
further agrees, at its own expense, on or prior to the Closing Date
to cause the 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.
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ARTICLE III
DEPOSITOR REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties of
Depositor. The Depositor makes the following representations and warranties
with respect to the Series Certificate on which the Issuer is deemed to have
relied in acquiring the Series Certificate. Such representations and
warranties speak as of the execution and delivery of this Agreement, but
shall survive the transfer and assignment of the Series Certificate to the
Issuer and the pledge thereof to the Indenture Trustee pursuant to the
Indenture.
(a) Title. It is the intention of the
Depositor (i) that the transfer contemplated in subsection 2.1(a)
herein constitute either (A) a sale of the Series Certificate, or (B)
a grant of a perfected security interest therein from the Depositor
to the Issuer and (ii) to the extent that the Depositor retains any
interest in the Series Certificate after the transfer contemplated by
subsection 2.1(a) herein, that the grant contemplated in subsection
2.1(b) herein constitute a grant of a perfected security interest
therein from the Depositor to the Indenture Trustee for the benefit
of the Holders of the Notes and that the beneficial interest in the
title to the Series Certificate not be part of the debtor's estate in
the event of the filing of a bankruptcy petition by or against the
Depositor under any bankruptcy law. The Series Certificate has not
been sold, transferred, assigned or pledged by the Depositor to any
Person other than pursuant to this Agreement. Immediately prior to
the transfer and assignment herein contemplated, the Depositor had
good and marketable title to the Series Certificate, free and clear
of all liens and rights of others and, immediately upon the transfer
thereof, the Issuer shall have good and marketable title to the
Series Certificate, free and clear of all liens of rights of others
or a first priority perfected security interest therein; and the
transfer has been perfected, by the filing of appropriate financing
statements pursuant to the UCC, under the UCC. The Depositor has no
actual knowledge of any current statutory or other non-consensual
liens to which the Series Certificate is subject.
(b) No Consents Required. All approvals,
authorizations, consents, orders or other actions of any Person or of
any Governmental Authority required in connection with the execution
and delivery by the Depositor of this Agreement or any other Basic
Document, the performance by the Depositor of the transactions
contemplated by this Agreement or any other Basic Document and the
fulfillment by the Depositor of the terms hereof and thereof have
been obtained or have been completed and are in full force and effect
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(other than approvals, authorizations, consents, orders and other
actions which if not obtained or completed or in full force or effect
would not have a material adverse effect on the Depositor or the
Issuer or upon the collectibility of the proceeds from the Series
Certificate or upon the ability of the Depositor to perform its
obligations under this Agreement).
(c) Transfers Comply. Each of (i) the transfer
of the Series Certificate by the Depositor to the Issuer pursuant to
the terms of this Agreement, (ii) the pledge of the Series
Certificate by the Depositor to the Indenture Trustee for the benefit
of the Holders of the Notes pursuant to the terms of this Agreement,
and (iii) the pledge of the Series Certificate by the Issuer to the
Indenture Trustee pursuant to the terms of the Indenture, comply with
the provisions of the Pooling and Servicing Agreement and the Series
Supplement relating to the transfers of the Series Certificate.
(d) All Actions Taken. All actions necessary
under the applicable UCC in any jurisdiction to be taken (i) to give
the Issuer a first priority perfected security interest or ownership
interest in the Series Certificate, and (ii) to give the Indenture
Trustee a first priority perfected security interest therein
(including, without limitation, UCC filings with the Delaware
Secretary of State), in each case subject to any statutory or other
non-consensual liens with respect to the Series Certificate, have
been taken. The Depositor has no actual knowledge of any current
statutory or other non-consensual liens 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
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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);
(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);
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(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 Officers' Certificate and certain other
statements, in accordance with Section 3.9 of the Indenture,
as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) the identification to the
Indenture Trustee in an Officers' Certificate of a Person
with whom the Issuer has contracted to perform its duties
under the Indenture (subsection 3.7(b));
(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));
(xv) the preparation and obtaining of
documents and instruments required for the release of the
Issuer from its obligation under the Indenture (subsection
3.11(b));
(xvi) the delivery of notice to the
Indenture Trustee of each Event of Default, any Master Trust
Servicer Default and each default by the Depositor under
this Agreement (Section 3.18);
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(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 in any manner permitted by law 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
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regulations prescribed by, the Commission and any applicable
state agencies and the transmission of such summaries, as
necessary, to the Noteholders (Section 7.4);
(xxv) the obtaining of an Officers'
Certificate, Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Owner
Trust Estate as defined in the Indenture (Sections 8.4 and
8.5);
(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 Officers'
Certificates, Opinions of Counsel and Independent
Certificates with respect to any requests by the Issuer to
the Indenture Trustee to take any action under the Indenture
(Section 11.1(a));
(xxx) the preparation and delivery of
Officers' Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property from
the lien of the Indenture (Section 11.1(b));
(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
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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 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.
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(v) The Administrator shall perform
the duties of the Administrator specified in Sections 9.2
and 9.3 of the Trust Agreement required to be performed in
connection with the resignation or removal of the Owner
Trustee, the duties of the Administrator specified in
Section 9.5 of the Trust Agreement required to be performed
in connection with the appointment and payment of co-
Trustees, and any other duties expressly required to be
performed by the Administrator under the Trust Agreement.
(vi) In carrying out the foregoing
duties or any of its other obligations under this Agreement,
the Administrator may enter into transactions with or
otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the
Issuer and shall be, in the Administrator's opinion, no less
favorable to the Issuer than would be available from
unaffiliated parties.
(vii) It is the intention of the
parties hereto that the Administrator shall, and the
Administrator hereby agrees to, execute on behalf of the
Issuer or the Owner Trustee all such documents, reports,
filings, instruments, certificates and opinions as it shall
be the duty of the Issuer or the Owner Trustee to prepare,
file or deliver pursuant to the Basic Documents. In
furtherance thereof, the Owner Trustee shall, on behalf of
itself and of the Issuer, execute and deliver to the
Administrator, and to each successor Administrator appointed
pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing
the Administrator the attorney-in-fact of the Owner Trustee
and the Issuer for the purpose of executing on behalf of the
Owner Trustee and the Issuer all such documents, reports,
filings, instruments, certificates and opinions.
(c) Non-Ministerial Matters. (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:
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(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
(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
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the amount required to be on deposit in the Owner Trust
Spread Account on such date.
Each amount set forth pursuant to clauses (i) and (ii) above
will be expressed as a dollar amount per $1,000 of the initial principal
balance of the Notes.
(e) Owner Trust Accounts. The Administrator
shall establish and maintain, in the name of the Indenture Trustee,
for the benefit of the Noteholders, an Eligible Deposit Account (the
"Note Distribution Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit
of the Noteholders. The Administrator shall establish and maintain,
in the name of the Indenture Trustee, for the benefit of the Class C
Noteholders (and, to the extent expressly provided in the Indenture,
the Certificateholder), an Eligible Deposit Account (the "Owner Trust
Spread Account", and together with the Note Distribution Account, the
"Owner Trust Accounts"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Class C Noteholders and the Certificateholder. The Indenture Trustee
shall possess all right, title and interest in all funds on deposit
from time to time in the Owner Trust Accounts and in all proceeds
thereof. The Note Distribution Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders. The Owner Trust Spread Account shall be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Class C Noteholders (and, to the extent expressly provided in the
Indenture, the Certificateholder). If, at any time, any Owner Trust
Account ceases to be an Eligible Deposit Account, the Administrator
shall notify the Indenture Trustee, and the Indenture Trustee upon
being notified (or the Administrator on its behalf) shall, within 10
Business Days, establish a new Owner Trust Account which meets the
conditions specified in the definition of Eligible Deposit Account,
and shall transfer any cash or any investments to such new Owner
Trust Account. The Indenture Trustee, at the direction of the
Administrator, shall make withdrawals from the Owner Trust Accounts
from time to time, in the amounts and for the purposes set forth in
the Indenture.
Funds on deposit in the Owner Trust Spread Account shall be
invested at the direction of the Administrator by the Indenture Trustee in
Permitted Investments. The Indenture Trustee shall maintain for the benefit
of the Noteholders and the Series Certificateholder possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity.
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To the extent so instructed by the Administrator on any
Transfer Date, the Indenture Trustee shall, if the amount on deposit in the
Owner Trust Spread Account is greater than the Required Owner Trust Spread
Account Amount for such Transfer Date, pay the amount of such excess to the
Certificateholder pursuant to the Indenture.
SECTION 4.2 Records. The Administrator shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for
inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the
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
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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.
(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);
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(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.
(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
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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 in the Note Distribution
Account on or prior to the related Transfer Date an amount equal to the Note
Principal Balance and all other amounts payable to the Noteholders hereunder
including accrued interest on the Notes and (d) succeed to all interests in
and to the Issuer.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Notices. Any notice, report or other
communication given hereunder shall be in writing and addressed as follows:
if to the Issuer or the Owner Trustee, to
Chase Credit Card Owner Trust 1999-3
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
802 Delaware Avenue
Wilmington, DE 19801
Attention: [ ]
if to the Indenture Trustee, to
The Bank of New York
101 Barclay Street, Fl. 12 East
New York, New York 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.
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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 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
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cause to be delivered) to the Owner Trustee and the Indenture Trustee
file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.
(b) The Depositor shall not change its name,
identity or corporate structure in any manner that would, could or
might make any financing statement or continuation statement filed in
accordance with paragraph (a) above or otherwise seriously misleading
within the meaning of 9-402(7) of the UCC (regardless of whether such
a filing was ever made), unless it shall have given the Owner Trustee
and the Indenture Trustee at least five days' prior written notice
thereof and, if applicable, shall have timely filed appropriate
amendments to any and all previously filed financing statements or
continuation statements (so that the interest of the Issuer or the
Indenture Trustee is not adversely affected).
(c) Each of the Depositor and the Administrator
shall have an obligation to give the Owner Trustee and the Indenture
Trustee at least 60 days' prior written notice of any relocation of
its principal executive office if, as a result of such relocation,
the applicable provisions of the UCC would require the filing of any
amendment of any previously filed financing or continuation statement
or of any new financing statement (regardless of whether such a
filing was ever made) and shall promptly, if applicable, file any
such amendment.
(d) The Administrator shall permit the
Indenture Trustee and its agents at any time following reasonable
notice and during normal business hours to inspect, audit and make
copies of and abstracts from the Administrator's records regarding
the Series Certificate.
(e) The Administrator shall, to the extent
required by applicable law, cause the Notes to be registered with the
Commission pursuant to Section 12(b) or Section 12(g) of the Exchange
Act within the time periods specified in such sections.
SECTION 6.4 Successors and Assigns. This Agreement may
not be assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer and the Owner Trustee and subject to
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
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that such successor organization executes and delivers to the Issuer, the
Owner Trustee and the Indenture Trustee an agreement in which such
corporation or other organization agrees to be bound hereunder by the terms
of said assignment in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any
successors or assigns of the parties hereto.
SECTION 6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
SECTION 6.6 Headings. The section headings hereof have
been inserted for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.
SECTION 6.7 Counterparts. This Agreement may be
executed in counterparts, each of which when so executed shall together
constitute but one and the same agreement.
SECTION 6.8 Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 6.9 Not Applicable to Chase Manhattan Bank USA,
National Association in Other Capacities. Nothing in this Agreement shall
affect any obligation Chase Manhattan Bank USA, National Association may have
in any other capacity.
SECTION 6.10 Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator. (a) Notwithstanding anything contained
herein to the contrary, this instrument has been signed by Wilmington Trust
Company not in its individual capacity but solely as Owner Trustee for the
Chase Credit Card Owner Trust 1999-3 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.
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(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,
assignee, trustee, custodian, sequestrator or other similar official
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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.
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IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the day and year first above written.
CHASE CREDIT CARD OWNER TRUST
1999-3
By: WILMINGTON TRUST COMPANY
not in its individual capacity
but solely
as Owner Trustee
By:
---------------------
Name:
Title:
CHASE MANHATTAN BANK, USA,
NATIONAL ASSOCIATION
as Administrator
By:
---------------------
Name:
Title:
Acknowledged and Agreed:
THE BANK OF NEW YORK
not in its individual capacity
but solely
as Indenture Trustee
By:
---------------------
Name:
Title:
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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 1999-3
("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 September 29, 1999
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 September 29, 1999 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 29th day of September, 1999.
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely
as Owner Trustee for the Chase
Credit Card Owner Trust 1999-3
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By:
---------------------
Name:
Title:
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