Exhibit 4.11
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor and Administrator
and
CHASE CREDIT CARD OWNER TRUST 2000-3
as Issuer
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DEPOSIT
AND
ADMINISTRATION AGREEMENT
Dated as of October 3, 2000
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . 1
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 Usage of Terms . . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEPOSIT OF CERTIFICATE . . . . . . . . . . . 1
SECTION 2.1 Deposit of Certificate and Initial Deposit . . . . 1
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 . . . . . . 4
SECTION 3.1 Representations and Warranties of Depositor . . . . 4
ARTICLE IV
ADMINISTRATION . . . . . . . . . . . . . 5
SECTION 4.1 Duties as Administrator . . . . . . . . . . . . . . 5
SECTION 4.2 Records . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.3 [Reserved] . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.4 Additional Information To Be Furnished to
Issuer . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.5 Independence of Administrator . . . . . . . . . . . 13
SECTION 4.6 No Joint Venture . . . . . . . . . . . . . . . . . 14
SECTION 4.7 Other Activities of Administrator . . . . . . . . . 14
SECTION 4.8 Net Deposits . . . . . . . . . . . . . . . . . . . 14
ARTICLE V
TERMINATION . . . . . . . . . . . . . . 14
SECTION 5.1 Term of Agreement; Resignation and Removal of
Administrator . . . . . . . . . . . . . . . . . . 14
SECTION 5.2 Action upon Termination, Resignation or Removal . . 16
SECTION 5.3 Acquisition of Owner Trust Estate . . . . . . . . . 17
ARTICLE VI
MISCELLANEOUS . . . . . . . . . . . . . 17
SECTION 6.1 Notices . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.2 Amendments . . . . . . . . . . . . . . . . . . . . 18
SECTION 6.3 Protection of Title to Owner Trust . . . . . . . . 19
SECTION 6.4 Successors and Assigns . . . . . . . . . . . . . . 20
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SECTION 6.5 GOVERNING LAW . . . . . . . . . . . . . . . . . . . 20
SECTION 6.6 Headings . . . . . . . . . . . . . . . . . . . . . 20
SECTION 6.7 Counterparts . . . . . . . . . . . . . . . . . . . 20
SECTION 6.8 Severability . . . . . . . . . . . . . . . . . . . 20
SECTION 6.9 Not Applicable to Chase Manhattan Bank USA,
National Association in Other Capacities . . . . . 20
SECTION 6.10 Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator . . . . . . . . 21
SECTION 6.11 Third-Party Beneficiary . . . . . . . . . . . . . 21
SECTION 6.12 Nonpetition Covenants . . . . . . . . . . . . . . 21
SECTION 6.13 Liability of Administrator . . . . . . . . . . . . 22
Exhibit A Power of Attorney
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This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of October 3,
2000 (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 2000-3,
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
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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.2
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 $8,928,570 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"),
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to secure the performance of all of the obligations of the Depositor
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.4 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
(other than approvals, authorizations, consents, orders and other
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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 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
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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);
(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 enforce ability of the Indenture, the Notes, the Collateral and
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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));
(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
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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);
(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);
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(xxvii) the execution of new Notes conforming to any
supplemental indenture (Section 9.5);
(xxviii) providing the Indenture Trustee with the
form of notice necessary to deliver the notification of Noteholders
of redemption of the Notes (Section 10.2);
(xxix) the preparation of all Officer's
Certificates, Opinions of Counsel and Independent Certificates with
respect to any requests by the Issuer to the Indenture Trustee to
take any action under the Indenture (Section 11.1(a));
(xxx) the preparation and delivery of Officer's
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of property from the lien of the
Indenture (Section 11.1(b));
(xxxi) the preparation and delivery to the
Noteholders and the Indenture Trustee of any agreements with
respect to alternate payment and notice provisions (Section 11.6);
and
(xxxii) the recording of the Indenture, if
applicable (Section 11.15).
(b) Additional Duties.
(i) In addition to the duties of the
Administrator set forth above, the Administrator shall keep all
books and records, perform such calculations and shall prepare for
execution by the Issuer or the Owner Trustee or shall cause the
preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer or the Owner Trustee to keep,
perform, prepare, file or deliver pursuant to any of the Basic
Documents and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the Basic Documents. Subject to Section
5 of this Agreement, and in accordance with the directions of the
Owner Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in connection
with the Owner Trust Estate (including the Basic Documents) as are
not covered by any of the foregoing provisions and as are expressly
requested by the Owner Trustee and are reasonably within the
capability of the Administrator.
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(ii) Notwithstanding anything in this Agreement or
the other Basic Documents to the contrary, the Administrator shall
be responsible for promptly notifying the Indenture Trustee in the
event that any withholding tax is imposed on the Issuer's payments
(or allocations of income) to a Noteholder. Any such notice
shall specify the amount of any withholding tax required to be
withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or
the other Basic Documents to the contrary, the Administrator shall
be responsible for (A) performance of the duties of the Owner
Trustee and the Issuer set forth in Sections 2.7, 2.10, 2.11, 2.12,
2.13(d), 5.16, 6.7, 6.10, and 10.1 of the Indenture with respect
to, among other things, accounting and reports to the
Certificateholder and the maintenance of certain accounts and (B)
the preparation, execution and filing of all documents required by
tax and securities laws relating to the Issuer.
(iv) The Administrator may satisfy its obligations
with respect to clauses (ii) and (iii) above by retaining, at the
expense of the Administrator, a firm of independent public
accountants (the "Accountants") acceptable to the Indenture Trustee
which shall perform the obligations of the Administrator
thereunder.
(v) The Administrator shall perform the duties of
the Administrator specified in Sections 9.2 and 9.3 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, the duties of the
Administrator specified in Section 9.5 of the Trust Agreement
required to be performed in connection with the appointment and
payment of co-Trustees, and any other duties expressly required to
be performed by the Administrator under the Trust Agreement.
(vi) In carrying out the foregoing duties or any
of its other obligations under this Agreement, the Administrator
may enter into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions
received from the Issuer and shall be, in the Administrator's
opinion, no less favorable to the Issuer than would be available
from unaffiliated parties.
(vii) It is the intention of the parties hereto
that the Administrator shall, and the Administrator hereby agrees
to, execute on behalf of the Issuer or the Owner Trustee all such
documents, reports, filings, instruments, certificates and opinions
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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:
(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.
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(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, 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
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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.
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
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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.
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(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
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written notice thereof to the Issuer, the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.
(d) No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Issuer and (ii) such
successor Administrator shall have agreed in writing to be bound by
the terms of this Agreement in the same manner as the Administrator
is bound hereunder.
(e) The appointment of any successor Administrator shall
be effective only after the satisfaction of the Rating Agency
Condition with respect thereto.
(f) A successor Administrator shall execute, acknowledge
and deliver a written acceptance of its appointment hereunder to the
resigning Administrator and to the Issuer. Thereupon the resignation
or removal of the resigning Administrator shall become effective, and
the successor Administrator shall have all the rights, powers and
duties of the Administrator under the Indenture. The successor
Administrator shall mail a notice of its succession to the
Noteholders and the Certificateholder. The resigning Administrator
shall promptly transfer or cause to be transferred all property and
any related agreements, documents and statements held by it as
Administrator to the successor Administrator and the resigning
Administrator shall execute and deliver such instruments and do other
things as may reasonably be required for fully and certainly vesting
in the successor Administrator all rights, powers, duties and
obligations hereunder.
(g) In no event shall a resigning Administrator be liable
for the acts or omissions of any successor Administrator hereunder.
(h) In the exercise or administration of its duties
hereunder and under the other Basic Documents, the Administrator may
act directly or through its agents or attorneys pursuant to
agreements entered into with any of them, and the Administrator shall
not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the
Administrator with due care.
SECTION 5.2 Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant to
subsection 5.1(a) or the resignation or removal of the Administrator pursuant
to subsection 5.1(b) or (c), respectively, the Administrator shall be
entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
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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:
if to the Issuer or the Owner Trustee, to
Chase Credit Card Owner Trust 2000-3
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, 14th Floor
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Wilmington, DE 19801
Attention: Patricia M. Garvey
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.
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.
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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
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abstracts from the Administrator's records regarding the Series
Certificate.
(e) The Administrator shall, to the extent required by
applicable law, cause the Notes to be registered with the Commission
pursuant to Section 12(b) or Section 12(g) of the Exchange Act within
the time periods specified in such sections.
SECTION 6.4 Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously consented
to in writing by the Issuer and the Owner Trustee and subject to satisfaction
of the Rating Agency Condition with respect thereto. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by
the Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
SECTION 6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE 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
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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 2000-3 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.
(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
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Issuer or the Master Trust, acquiesce, petition or otherwise invoke
or cause the Issuer or the Master Trust to invoke the process of any
court or government authority for the purpose of commencing or
sustaining a case against the Issuer or the Master Trust under any
Federal or state bankruptcy, insolvency or similar law or appointing
a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or the Master
Trust or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Issuer or the Master
Trust; provided, however, that this subsection 6.12(a) shall not
operate to preclude any remedy described in Article V of the
Indenture.
(b) Notwithstanding any prior termination of this
Agreement, the Issuer shall not at any time with respect to the
Master Trust, acquiesce, petition or otherwise invoke or cause the
Master Trust to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against
the Master Trust under any Federal or state bankruptcy, insolvency or
similar law or appointing a receiver, conservator, liquidator,
assignee, trustee, custodian, sequestrator or other similar official
of the Master Trust or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Master
Trust; provided, however, that this subsection 6.12(b) shall not
operate to preclude any remedy described in Article V of the
Indenture.
SECTION 6.13 Liability of Administrator. Notwithstanding any
provision of this Agreement, the Administrator shall not have any obligations
under this Agreement other than those specifically set forth herein, and no
implied obligations of the Administrator shall be read into this Agreement.
Neither the Administrator nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken in good
faith by it or them under or in connection with this Agreement, except for
its or their own gross negligence or willful misconduct and in no event shall
the Administrator be liable under or in connection with this Agreement for
indirect, special, or consequential losses or damages of any kind, including
lost profits, even if advised of the possibility thereof and regardless of
the form of action by which such losses or damages may be claimed. Without
limiting the foregoing, the Administrator may (a) consult with legal counsel
(including counsel for the Issuer), independent public accountants and other
experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts and (b) shall incur no liability under or in
respect of this Agreement by acting upon any notice (including notice by
telephone), consent, certificate or other instrument or writing (which may be
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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 2000-3
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 2000-3
("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 October 3, 2000
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 October 3, 2000 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 3rd day of October, 2000.
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee
for the Chase Credit Card Owner
Trust 2000-3
By:
-------------------------------------
Name:
Title:
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