CHASE CREDIT CARD OWNER TRUST 2001-1
TRUST AGREEMENT
between
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
Dated as of March 15, 2001
Table of Contents
Page
ARTICLE I
DEFINITIONS
SECTION 1.1. Capitalized Terms . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
ORGANIZATION
SECTION 2.1. Name . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.2. Office . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.3. Purposes and Powers . . . . . . . . . . . . . . . . . . 3
SECTION 2.4. Appointment of Owner Trustee . . . . . . . . . . . . . 4
SECTION 2.5. Initial Capital Contribution of Trust Estate . . . . . 4
SECTION 2.6. Declaration of Trust . . . . . . . . . . . . . . . . . 4
SECTION 2.7. Title to Owner Trust Property . . . . . . . . . . . . . 4
SECTION 2.8. Situs of Owner Trust . . . . . . . . . . . . . . . . . 4
SECTION 2.9. Representations and Warranties of the Depositor . . . . 5
SECTION 2.10. Liability of Certificateholder . . . . . . . . . . . . 6
ARTICLE III
CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1. Initial Ownership . . . . . . . . . . . . . . . . . . . 6
SECTION 3.2. The Certificate6
SECTION 3.3. Execution, Authentication and Delivery of Certificates . 6
SECTION 3.4. Restrictions on Transfer . . . . . . . . . . . . . . . . 7
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificate . . . . 7
SECTION 3.6. Authenticating Agent . . . . . . . . . . . . . . . . . . 7
SECTION 3.7. Actions of Certificateholder . . . . . . . . . . . . . . 8
ARTICLE IV
ACTIONS BY OWNER TRUSTEE
SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE V
AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1. General Authority . . . . . . . . . . . . . . . . . . . 9
SECTION 5.2. General Duties . . . . . . . . . . . . . . . . . . . . . 9
SECTION 5.3. Action upon Instruction . . . . . . . . . . . . . . . 10
SECTION 5.4. No Duties Except as Specified in this Agreement or in
Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.5. No Action Except under Specified Documents or
Instructions . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.6. Restriction . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.7. Doing Business in Other Jurisdictions . . . . . . . . 11
ARTICLE VI
CONCERNING OWNER TRUSTEE
SECTION 6.1. Acceptance of Trusts and Duties . . . . . . . . . . . 12
SECTION 6.2. Furnishing of Documents . . . . . . . . . . . . . . . 13
SECTION 6.3. Representations and Warranties . . . . . . . . . . . . 13
SECTION 6.4. Reliance; Advice of Counsel . . . . . . . . . . . . . 14
SECTION 6.5. Not Acting in Individual Capacity . . . . . . . . . . 14
SECTION 6.6. Owner Trustee May Own Notes . . . . . . . . . . . . . 15
ARTICLE VII
COMPENSATION OF OWNER TRUSTEE
SECTION 7.1. Owner Trustee's Fees and Expenses . . . . . . . . . . 15
SECTION 7.2. Indemnification . . . . . . . . . . . . . . . . . . . 15
SECTION 7.3. Payments to Owner Trustee . . . . . . . . . . . . . . 16
ARTICLE VIII
TERMINATION OF TRUST AGREEMENT
SECTION 8.1. Termination of Trust Agreement . . . . . . . . . . . . 16
ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1. Eligibility Requirements for Owner Trustee . . . . . . 17
SECTION 9.2. Resignation or Removal of Owner Trustee . . . . . . . 17
SECTION 9.3. Successor Owner Trustee . . . . . . . . . . . . . . . 18
SECTION 9.4. Merger or Consolidation of Owner Trustee . . . . . . . 18
SECTION 9.5. Appointment of Co-Trustee or Separate Trustee . . . . 18
ARTICLE X
MISCELLANEOUS
SECTION 10.1. Supplements and Amendments . . . . . . . . . . . . . 20
SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholder . . . . . . . . . . . . . . . . . 21
SECTION 10.3. Limitations on Rights of Others . . . . . . . . . . . 21
SECTION 10.4. Notices . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 10.5. Severability . . . . . . . . . . . . . . . . . . . . 21
SECTION 10.6. Separate Counterparts . . . . . . . . . . . . . . . . 21
SECTION 10.7. Successors and Assigns . . . . . . . . . . . . . . . 21
SECTION 10.8. Nonpetition Covenants . . . . . . . . . . . . . . . . 21
SECTION 10.9. No Recourse . . . . . . . . . . . . . . . . . . . . . 22
SECTION 10.10. Headings . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 10.11. GOVERNING LAW . . . . . . . . . . . . . . . . . . . 22
SECTION 10.12. Depositor Payment Obligation . . . . . . . . . . . . 22
SECTION 10.13. Acceptance of Terms of Agreement . . . . . . . . . . 22
SECTION 10.14. Integration of Documents . . . . . . . . . . . . . . 22
EXHIBITS
Exhibit A - Form of Certificate
TRUST AGREEMENT dated as of March 15, 2001 between CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), a national
banking association having its principal executive offices located at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as the depositor (in its
capacity as the depositor, the "Depositor") and WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as the owner trustee (the "Owner
Trustee").
ARTICLE I
DEFINITIONS
SECTION 1.1. Capitalized Terms. For all purposes of this
Agreement, the following terms shall have the meanings set forth below:
"Administrator" means Chase Manhattan Bank USA, National
Association, or any successor Administrator under the Deposit and
Administration Agreement.
"Agreement" means this Chase Credit Card Owner Trust 2001-1
Trust Agreement, as the same may be amended, modified or otherwise
supplemented from time to time.
"Basic Documents" means the Indenture, this Agreement, the
Deposit and Administration Agreement, the Note Underwriting Agreement and
other documents delivered in connection herewith and therewith.
"Certificate" means the certificate evidencing the beneficial
interest of the Certificateholder in the Owner Trust, substantially in
the form attached hereto as Exhibit A.
"Certificateholder" means Chase Manhattan Bank USA, National
Association, and its successors and permitted assigns.
"Code" means the Internal Revenue Code of 1986, as amended.
"Corporate Trust Office" means, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee
located at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇; or such other address as the Owner Trustee may designate by notice
to the Depositor, or the principal corporate trust office of any
successor Owner Trustee (the address of which the successor Owner Trustee
will notify the Certificateholder and the Depositor).
"Deposit and Administration Agreement" means the Deposit and
Administration Agreement, dated as of March 15, 2001, between the Owner
Trustee, on behalf of the Owner Trust, and Chase Manhattan Bank USA,
National Association, as Depositor and as Administrator, as the same may
be amended, supplemented or otherwise modified from time to time.
"Depositor" means Chase Manhattan Bank USA, National
Association, in its capacity as Depositor hereunder and its successors
and assigns in such capacity.
"Expenses" has the meaning assigned to such term in Section
7.2.
"Indemnified Parties" shall have the meaning assigned to such
term in Section 7.2.
"Indenture Trustee" means The Bank of New York, not in its
individual capacity but solely as Indenture Trustee under the Indenture,
and any successor Indenture Trustee under the Indenture.
"Owner Trust" means the trust created by this Agreement.
"Owner Trust Estate" means all right, title and interest of
the Owner Trustee in and to the property and rights assigned to the Owner
Trustee pursuant to Section 2.5 of this Agreement and Section 2.1 of the
Deposit and Administration Agreement, all monies, securities, instruments
and other property on deposit from time to time in the accounts
established hereunder and all other property of the Owner Trust from time
to time, including any rights of the Owner Trustee on behalf of the Owner
Trust pursuant to the Deposit and Administration Agreement.
"Owner Trustee" means Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner
trustee for the Chase Credit Card Owner Trust 2001-1 under this Agreement
(unless otherwise specified herein), and any successor Owner Trustee
hereunder.
"Requirements of Law" means, for any Person, the certificate
of incorporation or articles of association and by-laws or other
organizational or governing documents of such Person, and any law,
treaty, rule or regulations, or determination of an arbitrator or
Governmental Authority, in each case applicable to or binding upon such
Person or to which such Person is subject, whether federal, state or
local (including without limitation, usury laws, the federal Truth in
Lending Act and Regulation Z and Regulation B of the Board of Governors
of the Federal Reserve System).
"Secretary of State" means the Secretary of State of the State
of Delaware.
All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Agreement or in any such certificate or other
document, and accounting terms partly defined in this Agreement or in any
such certificate or other document to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in
this Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Agreement or in
any such certificate or other document shall control.
The words "hereof," "herein," "hereunder," and words of
similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement; Section
and Exhibit references contained in this Agreement are references to
Sections and Exhibits in or to this Agreement unless otherwise specified;
and the term "including" shall mean "including without limitation."
The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such terms.
ARTICLE II
ORGANIZATION
SECTION 2.1. Name. The trust created hereby shall be
referred to for convenience as "Chase Credit Card Owner Trust 2001-1"
(hereinafter, the "Owner Trust"). The Owner Trust shall not be a
"business trust" as defined in 12 Del.C. 3801.
SECTION 2.2. Office. The office of the Owner Trust shall be
in care of the Owner Trustee at the Corporate Trust Office or at such
other address as the Owner Trustee may designate by written notice to the
Certificateholder and the Depositor.
SECTION 2.3. Purposes and Powers. The purpose of the Owner
Trust is, and the Owner Trustee shall have the power and authority, on
behalf of the Owner Trust to engage in the following activities:
(a) to issue the Notes in the name of the Owner Trust
pursuant to the Indenture and the Certificate pursuant to this Agreement,
and to sell, transfer or exchange the Notes and the Certificate;
(b) to acquire the property and assets set forth in the
Deposit and Administration Agreement from the Depositor pursuant to the
terms thereof, to make payments or distributions on the Notes and the
Certificate and to make deposits to and withdrawals from the Reserve
Account and other accounts established under the Indenture;
(c) to assign, grant, transfer, pledge, mortgage and convey
the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture
and to hold, manage and distribute to the Certificateholder pursuant to
the terms of the Deposit and Administration Agreement any portion of the
Owner Trust Estate released from the Lien of, and remitted to the Owner
Trust pursuant to, the Indenture;
(d) to enter into and perform its obligations under the Basic
Documents to which it is a party;
(e) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(f) subject to compliance with the Basic Documents, to engage
in such other activities as may be required in connection with
conservation of the Owner Trust Estate and the making of distributions to
the Certificateholder and the Noteholders.
The Owner Trustee, on behalf of the Owner Trust, is hereby
authorized to engage in the foregoing activities. Neither the Owner
Trustee, nor the Owner Trust, shall engage in any activity other than in
connection with the foregoing or other than as required or authorized by
the terms of this Agreement or the other Basic Documents.
SECTION 2.4. Appointment of Owner Trustee. The Depositor
hereby appoints the Owner Trustee as trustee of the Owner Trust effective
as of the date hereof, to have all the rights, powers and duties set
forth herein.
SECTION 2.5. Initial Capital Contribution of Trust Estate.
The Depositor hereby sells, assigns, transfers, conveys and sets over to
the Owner Trustee, as of the date hereof, $1.00. The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date
hereof, of the foregoing contribution, which shall constitute the initial
Owner Trust Estate. The Depositor shall pay the organizational expenses
of the Owner Trust as they may arise or shall, upon the request of the
Owner Trustee, promptly reimburse the Owner Trustee for any such expenses
paid by the Owner Trustee.
SECTION 2.6. Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Owner Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of the
Certificateholder, subject to the obligations of the Owner Trustee, on
behalf of the Owner Trust, under the Basic Documents. It is the
intention of the parties hereto that the Owner Trust constitute a common
law trust duly formed in accordance with the laws of the State of
Delaware and that this Agreement constitutes the governing instrument of
such trust. It is the intention of the parties hereto that, solely for
United States income and franchise tax purposes, the Owner Trust shall be
treated as a division or branch of the Depositor. The parties agree
that, unless otherwise required by appropriate tax authorities, they will
take no action contrary to the foregoing intention. Effective as of the
date hereof, the Owner Trustee shall have all rights, powers and duties
set forth herein with respect to accomplishing the purposes of the Owner
Trust.
SECTION 2.7. Title to Owner Trust Property. Legal title to
all the Owner Trust Estate shall be vested at all times in the Owner
Trustee, on behalf of the Owner Trust, except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be
vested in a co-trustee or a separate trustee, in which case title to such
part shall be deemed to be vested in the co-trustee and/or separate
trustee, as the case may be.
SECTION 2.8. Situs of Owner Trust. The Owner Trust will be
located and administered in the State of Delaware. All bank accounts
maintained by the Owner Trustee on behalf of the Owner Trust shall be
located in the State of Delaware or the State of New York. Payments will
be received by the Owner Trust only in Delaware or New York, and payments
and distributions will be made by the Owner Trust only from Delaware or
New York. The only office of the Owner Trust will be at the Corporate
Trust Office of the Owner Trustee in Delaware.
SECTION 2.9. Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee that:
(i) The Depositor has been duly organized and is validly
existing as a national banking association in good standing
under the laws of the United States of America, with power and
authority to own its properties and to conduct its business as
such properties are currently owned and such business is
presently conducted.
(ii) The Depositor has the corporate power and authority
to execute and deliver this Agreement and to carry out its
terms; the Depositor has full power and authority to sell and
assign the property to be sold and assigned to and deposited
with the Owner Trustee pursuant to this Agreement and the
Deposit and Administration Agreement, on behalf of the Owner
Trust, and the Depositor has duly authorized such sale and
assignment and deposit to the Owner Trustee, on behalf of the
Owner Trust, by all necessary action; and the execution,
delivery and performance of this Agreement has been duly
authorized by the Depositor by all necessary action.
(iii) The consummation of the transactions contemplated
by this Agreement and the other Basic Documents and the
fulfillment of the terms hereof, do not conflict with, result
in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default
under, the articles of association or bylaws of the Depositor,
or conflict with or breach any of the material terms or
provisions of or constitute (with or without notice or lapse
of time) a default under any indenture, agreement or other
instrument to which the Depositor is a party or by which it is
bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument; nor violate any law
or, to the best of the Depositor's knowledge, any order, rule
or regulation applicable to the Depositor of any court or of
any Federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over
the Depositor or its properties.
(iv) There are no proceedings or investigations pending
or, to the best knowledge of the Depositor, threatened against
the Depositor before any court, regulatory body,
administrative agency, or other tribunal or governmental
instrumentality having jurisdiction over the Depositor (i)
asserting the invalidity of any of the Basic Documents to
which the Depositor is a party, (ii) seeking to prevent the
consummation of any of the transactions contemplated by any of
the Basic Documents, to which the Depositor is a party, (iii)
seeking any determination or ruling that, in the reasonable
judgment of the Depositor, would materially and adversely
affect the performance by the Depositor of its obligations
under the Basic Documents to which the Depositor is a party,
or (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability
of the Basic Documents to which the Depositor is a party.
SECTION 2.10. Liability of Certificateholder. The
Certificateholder shall not have any personal liability for any liability
or obligation of the Owner Trustee or the Owner Trust.
ARTICLE III
CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1. Initial Ownership. Upon the formation of the
Owner Trust by the contribution by the Depositor pursuant to Section 2.5,
the Depositor shall be the sole beneficiary of the Owner Trust.
SECTION 3.2. The Certificate. The Certificate shall be
issued substantially in the form of Exhibit A, which is incorporated by
reference herein. The Certificate shall be executed on behalf of the
Owner Trust by manual or facsimile signature of an Authorized Officer or
other authorized signatory of the Owner Trustee. A Certificate bearing
the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on
behalf of the Owner Trust, shall be validly issued and entitled to the
benefit of this Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication
and delivery of such Certificate or did not hold such offices at the date
of authentication and delivery of such Certificate. The Certificate
shall not entitle its Holder to any benefit under this Agreement, or be
valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in
Exhibit A, executed by the Owner Trustee, or the Owner Trustee's
authentication agent, by manual or facsimile signature; such
authentication shall constitute conclusive evidence that such Certificate
shall have been duly authenticated and delivered hereunder. The
Certificate shall be dated the date of its authentication.
(a) The Certificateholder shall be entitled to receive
distributions from the Owner Trust Estate only in accordance with this
Agreement and the Deposit and Administration Agreement. In no event
shall the Depositor or the Certificateholder be entitled to possession
of, or be permitted to encumber any part of, the Owner Trust Estate.
SECTION 3.3. Execution, Authentication and Delivery of
Certificates. Concurrently with the initial deposit of the Series
Certificate with the Owner Trustee, on behalf of the Owner Trust,
pursuant to the Deposit and Administration Agreement, the Owner Trustee
shall cause the Certificate to be executed on behalf of the Owner Trust,
authenticated and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its president or any vice
president, without further action by the Depositor.
SECTION 3.4. Restrictions on Transfer. To the fullest extent
permitted by applicable law, the Certificate (or any interest therein)
may not be sold, transferred, assigned, participated, pledged or
otherwise disposed of by the Depositor to any Person.
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen
Certificate. If (a) the mutilated Certificate shall be surrendered to
the Owner Trustee, or if the Owner Trustee shall receive evidence to its
satisfaction of the destruction, loss or theft of the Certificate and (b)
there shall be delivered to the Owner Trustee such security or indemnity
as may be required by it to save it harmless, then the Owner Trustee
shall execute and the Owner Trustee, or the Owner Trustee's
authenticating agent, shall authenticate and deliver, in exchange for or
in lieu of the mutilated, destroyed, lost or stolen Certificate, a new
Certificate. In connection with the issuance of any new Certificate
under this Section 3.5, the Owner Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of an
ownership interest in the Owner Trust, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any
time. The provisions of this Section 3.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of the mutilated, destroyed, lost or stolen
Certificate.
SECTION 3.6. Authenticating Agent. The Owner Trustee may
appoint one or more authenticating agents with respect to the Certificate
which shall be authorized to act on behalf of the Owner Trustee in
authenticating the Certificate in connection with the issuance, delivery,
registration of transfer, exchange or repayment of the Certificate.
Whenever reference is made in this Agreement to the authentication of the
Certificate by the Owner Trustee or the Owner Trustee's certificate of
authentication, such reference shall be deemed to include authentication
on behalf of the Owner Trustee by an authenticating agent and a
certificate of authentication executed on behalf of the Owner Trustee by
an authenticating agent. Each authenticating agent shall be subject to
acceptance by the Depositor.
(a) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an
authenticating agent without the execution or filing of any paper or any
further act on the part of the Owner Trustee or such authenticating
agent.
(b) An authenticating agent may at any time resign by giving
written notice of resignation to the Owner Trustee and the Depositor.
The Owner Trustee may at any time terminate the agency of an
authenticating agent by giving notice of termination to such
authenticating agent and to the Depositor. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time an
authenticating agent shall cease to be acceptable to the Owner Trustee or
the Depositor, the Owner Trustee promptly may appoint a successor
authenticating agent with the consent of the Depositor. Any successor
authenticating agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an authenticating
agent.
(c) The Depositor shall pay the authenticating agent from
time to time reasonable compensation for its services under this Section
3.6.
(d) The provisions of Sections 6.1, 6.3, 6.4, 6.6, 7.1 and
7.2 shall be applicable to any authenticating agent.
(e) Pursuant to an appointment made under this Section 3.6,
the Certificate may have endorsed thereon, in lieu of the Owner Trustee's
certificate of authentication, an alternate certificate of authentication
in substantially the following form:
This is the Certificate referred to in the within-mentioned
Trust Agreement.
WILMINGTON TRUST COMPANY WILMINGTON TRUST COMPANY
not in its individual capacity not in its individual capacity
but solely as Owner Trustee for but solely as Owner Trustee for the
the Chase Credit Card Owner Chase Card Owner Trust 2001-1
Trust 2001-1
By: ______________________
Authenticating Agent
By: ____________________________ By:_________________________
Authenticating Agent
SECTION 3.7. Actions of Certificateholder. Any
request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Agreement to be given or taken by the
Certificateholder may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by the
Certificateholder in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Owner
Trustee and, when required, to the Depositor or the Servicer. Proof of
execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Owner Trustee, the Depositor and the Servicer,
if made in the manner provided in this Section 3.7.
(a) The fact and date of the execution by the
Certificateholder of any such instrument or writing may be proved in any
reasonable manner which the Owner Trustee deems sufficient.
(b) The Owner Trustee may require such additional proof
of any matter referred to in this Section 3.7 as it shall deem necessary.
ARTICLE IV
ACTIONS BY OWNER TRUSTEE
SECTION 4.1. Prior Notice to Certificateholder with
Respect to Certain Matters. With respect to the following matters, the
Owner Trustee shall not take action unless at least 30 days before the
taking of such action, the Owner Trustee shall have notified the
Certificateholder in writing of the proposed action:
(a) the initiation of any claim or lawsuit on behalf of
the Owner Trust (except claims or lawsuits brought to collect on the
Series Certificate) and the compromise of any material action, claim or
lawsuit brought by or against the Owner Trust or the Owner Trustee
(except with respect to the aforementioned claims or lawsuits to collect
on the Series Certificate);
(b) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is
required;
(c) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is not
required and such amendment materially adversely affects the interest of
the Certificateholder;
(d) the amendment, change or modification of the
Deposit and Administration Agreement, except any amendment where the
consent of the Certificateholder is not required under the terms of the
Deposit and Administration Agreement; or
(e) the appointment pursuant to the Indenture of a
successor Indenture Trustee or the consent to the assignment by the Note
Registrar, the Paying Agent, the Indenture Trustee or the Certificate
Registrar of its obligations under the Indenture.
The Owner Trustee shall notify the Certificateholder in
writing of any appointment of a successor Paying Agent, Authenticating
Agent or Certificate Registrar within five Business Days thereof.
ARTICLE V
AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 5.1. General Authority. The Owner Trustee is
authorized and directed to execute and deliver the Basic Documents to
which the Owner Trustee, on behalf of the Owner Trust, is to be a party
and each certificate or other document required to be executed on behalf
of the Owner Trust that is attached as an exhibit to or contemplated by
the Basic Documents or any amendment thereto or other agreement, in each
case, in such form as the Depositor shall approve as evidenced
conclusively by the Owner Trustee's execution thereof and the Depositor's
execution of the related documents. In addition to the foregoing, the
Owner Trustee is authorized, but shall not be obligated, to take all
actions required to be taken on behalf of the Owner Trust pursuant to the
Basic Documents. The Owner Trustee is further authorized from time to
time to take such action as the Administrator directs in writing with
respect to the Basic Documents, except to extent that the Basic Documents
expressly require the consent of the Depositor for such action.
SECTION 5.2. General Duties. It shall be the duty of
the Owner Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the other
Basic Documents and to administer the Owner Trust in the interest of the
Certificateholder, subject to the Basic Documents and in accordance with
the provisions of this Agreement. Notwithstanding the foregoing, the
Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent
the Administrator has agreed in the Deposit and Administration Agreement
to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any other Basic Document, and the Owner Trustee shall
not be liable for the default or failure of the Administrator to carry
out its obligations under the Deposit and Administration Agreement.
SECTION 5.3. Action upon Instruction. The
Certificateholder may, by written instruction, direct the Owner Trustee
in the management of the Owner Trust. Such direction may be exercised at
any time by written instruction of the Certificateholder.
(a) Notwithstanding the foregoing, the Owner Trustee
shall not be required to take any action hereunder or under any other
Basic Document if the Owner Trustee shall reasonably determine, or shall
have been advised by counsel in writing, that such action is likely to
result in personal liability to the Owner Trustee (in such capacity or
individually), is contrary to the terms of this Agreement or any other
Basic Document or is contrary to law.
(b) Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms
of this Agreement or any other Basic Document or is unsure as to the
application of any provision of this Agreement or any other Basic
Document, or if any such provision is ambiguous as to its application, or
is, or appears to be, in conflict with any other applicable provision, or
in the event that this Agreement permits any determination by the Owner
Trustee or is silent or is incomplete as to the course of action that the
Owner Trustee is required to take with respect to a particular set of
facts, the Owner Trustee may give notice (in such form as shall be
appropriate under the circumstances) to the Certificateholder requesting
instruction as to the course of action to be adopted, and to the extent
the Owner Trustee acts in good faith in accordance with any written
instruction of the Certificateholder received, the Owner Trustee shall
not be liable on account of such action to any Person. If the Owner
Trustee shall not have received appropriate instruction within ten days
of such notice (or within such shorter period of time as reasonably may
be specified in such notice or may be necessary under the circumstances)
it may, but shall be under no duty to, take or refrain from taking such
action, not inconsistent with this Agreement or the other Basic
Documents, as it shall deem to be in the best interests of the
Certificateholder, and shall have no liability to any Person for such
action or inaction.
SECTION 5.4. No Duties Except as Specified in this
Agreement or in Instructions. The Owner Trustee shall undertake to
perform such duties and only such duties as are specifically set forth in
this Agreement and the other Basic Documents, and no implied covenants or
obligations shall be read into this Agreement or the other Basic
Documents. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose
of, or otherwise deal with the Owner Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any
document contemplated hereby to which the Owner Trustee is a party,
except as expressly provided by the terms of this Agreement or in any
document or written instruction received by the Owner Trustee pursuant to
Section 5.3; and no implied duties or obligations shall be read into this
Agreement or any other Basic Document against the Owner Trustee. The
Owner Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any filing for the Owner
Trust with the Securities and Exchange Commission or to record this
Agreement or any other Basic Document. The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any Liens on any part of the
Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee, in its individual capacity, that are not related to the
ownership or the administration of the Owner Trust Estate.
SECTION 5.5. No Action Except under Specified Documents
or Instructions. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Owner Trust Estate
except (i) in accordance with the powers granted to and the authority
conferred upon the Owner Trustee pursuant to this Agreement, (ii) in
accordance with the Basic Documents, and (iii) in accordance with any
document or instruction delivered to the Owner Trustee pursuant to
Section 5.3.
SECTION 5.6. Restrictions. The Owner Trustee shall not
(a) take any action that is inconsistent with the purposes of the Owner
Trust set forth in Section 2.3 or (b) take any action or amend this
Agreement in any manner that, to the actual knowledge of a Responsible
Officer of the Owner Trustee, would result in the Owner Trust becoming
taxable as a corporation for United States federal income tax purposes.
The Certificateholder shall not direct the Owner Trustee to take action
that would violate the provisions of this Section.
SECTION 5.7. Doing Business in Other Jurisdictions.
(a) Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be required to take any action in any jurisdiction
other than in the State of Delaware, other than as set forth in the last
sentence of this Section 5.7, if the taking of such action will (i)
require the consent or approval or authorization or order of or the
giving of notice to, or the registration with or the taking of any other
action in respect of, any state or other governmental authority or agency
of any jurisdiction other than the State of Delaware; (ii) result in any
fee, tax or other governmental charge under the laws of any jurisdiction
or any political subdivisions thereof in existence on the date hereof
other than the State of Delaware becoming payable by the Owner Trustee;
or (iii) subject the Owner Trustee to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action
arising from acts unrelated to the consummation of the transactions by
the Owner Trustee, as the case may be, contemplated hereby. The Owner
Trustee shall be entitled to obtain advice of counsel (which advice shall
be an expense of the Depositor) to determine whether any action required
to be taken pursuant to this Agreement results in the consequences
described in clauses (i), (ii) and (iii) of the preceding sentence. In
the event that said counsel advises the Owner Trustee that such action
will result in such consequences, the Owner Trustee will, at the expense
of the Depositor, appoint an additional trustee pursuant to Section 9.5
to proceed with such action.
ARTICLE VI
CONCERNING OWNER TRUSTEE
SECTION 6.1. Acceptance of Trusts and Duties. The
Owner Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to such trusts but only upon the terms of
this Agreement. The Owner Trustee also agrees to disburse all moneys
actually received by it constituting part of the Owner Trust Estate upon
the terms of the other Basic Documents and this Agreement. The Owner
Trustee shall not be answerable or accountable hereunder or under any
Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or gross negligence or (ii) in the case of the
breach of any representation or warranty contained in Section 6.3
expressly made by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding
sentence):
The Owner Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Owner Trustee
unless it is proved that the Owner Trustee was grossly negligent in
ascertaining the pertinent facts;
(a) The Owner Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with
the instructions of the Certificateholder given pursuant to Section 5.3;
(b) No provision of this Agreement or any other Basic
Document shall require the Owner Trustee to expend or risk funds or
otherwise incur any financial liability in its own performance of any of
its rights or powers hereunder or under any other Basic Document if the
Owner Trustee shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
assured or provided to it;
(c) Under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes;
(d) The Owner Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Agreement
or for the due execution hereof by the Depositor or for the form,
character, genuineness, sufficiency, value or validity of any of the
Owner Trust Estate or for or in respect of the validity or sufficiency of
the Basic Documents, other than the certificate of authentication on the
Certificate, shall not be accountable for the use or application by the
Depositor of the proceeds from the Certificate, and the Owner Trustee
shall in no event assume or incur any liability, duty or obligation to
any Noteholder or to the Certificateholder, other than as expressly
provided for herein and in the other Basic Documents;
(e) The Owner Trustee shall not be liable for the
default or misconduct of the Indenture Trustee, the Administrator or the
Servicer under any of the Basic Documents or otherwise, and the Owner
Trustee shall have no obligation or liability to perform the obligations
to be performed on behalf of the Owner Trust under this Agreement or the
other Basic Documents that are required to be performed by the
Administrator under the Deposit and Administration Agreement or the
Indenture Trustee under the Indenture;
(f) The Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or
to institute, conduct or defend any litigation under this Agreement or
otherwise or in relation to this Agreement or any other Basic Document,
at the request, order or direction of the Certificateholder, unless the
Certificateholder has offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may
be incurred by the Owner Trustee therein or thereby. The right of the
Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any other Basic Document shall not be construed as a
duty, and the Owner Trustee shall not be answerable for other than its
gross negligence, bad faith or willful misconduct in the performance of
any such act; and
(g) The Owner Trustee, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Owner Trustee that shall be specifically
required to be furnished pursuant to any provision of this Agreement or
the other Basic Documents, shall examine them to determine whether they
conform to the requirements of this Agreement or such other Basic
Document; provided, however, that the Owner Trustee shall not be
responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other
instrument furnished to the Owner Trustee pursuant to this Agreement or
the other Basic Documents.
SECTION 6.2. Furnishing of Documents. The Owner
Trustee shall furnish to the Certificateholder promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee under the Basic Documents.
SECTION 6.3. Representations and Warranties.
Wilmington Trust Company, in its individual capacity, hereby represents
and warrants to the Depositor, for the benefit of the Certificateholder,
that:
(a) It is a banking corporation duly organized and
validly existing in good standing under the laws of the State of Delaware
and having an office within the State of Delaware. It has all requisite
corporate power, authority and legal right to execute, deliver and
perform its obligations under this Agreement.
(b) It has taken all corporate action necessary to
authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf.
(c) Neither the execution nor the delivery by it of
this Agreement, nor the consummation by it of the transactions
contemplated hereby nor compliance by it with any of the terms or
provisions hereof will contravene any federal or Delaware law,
governmental rule or regulation governing the banking or trust powers of
the Owner Trustee or any judgment, writ, decree or order applicable to
it, or constitute any default under its charter documents or by-laws or,
with or without notice or lapse of time, any indenture, mortgage,
contract, agreement or instrument to which it is a party or by which any
of its properties may be bound.
(d) The execution, delivery and performance by
Wilmington Trust Company of this Agreement does not require the
authorization, consent, or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action in respect
of, any governmental authority or agency of the State of Delaware or the
United States of America regulating the corporate trust activities of
Wilmington Trust Company.
(e) This Agreement has been duly authorized, executed
and delivered by Wilmington Trust Company and shall constitute the legal,
valid, and binding agreement of Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee for the Chase Credit Card
Owner Trust 2001-1, enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization
and other laws affecting the rights of creditors generally, and by
general principles of equity regardless of whether enforcement is
pursuant to a proceeding in equity or at law.
SECTION 6.4. Reliance; Advice of Counsel. The Owner
Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper believed by it to be
genuine and believed by it to be signed by the proper party or parties.
The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or
matter the method of the determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on
a certificate, signed by the president or any vice president or by the
treasurer, secretary or other authorized officers of the relevant party,
as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be
taken by it in good faith in reliance thereon.
(a) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the other Basic Documents, the Owner Trustee (i) may act
directly or through its agents or attorneys pursuant to agreements
entered into with any of them, and the Owner Trustee 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 Owner Trustee with due care
and (ii) may consult with counsel, accountants and other skilled persons
knowledgeable in the relevant area to be selected with reasonable care
and employed by it. The Owner Trustee shall not be liable for anything
done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such
persons and not contrary to this Agreement or any other Basic Document.
SECTION 6.5. Not Acting in Individual Capacity. Except
as provided in this Article VI, in accepting the trusts hereby created,
Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee for the Chase Credit Card Owner Trust 2001-1, acts solely
as the Owner Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Basic Document
shall look only to the Owner Trust Estate for payment or satisfaction
thereof.
SECTION 6.6. Owner Trustee May Own Notes. The Owner
Trustee in its individual or any other capacity may become the owner or
pledgee of the Notes and may deal with the Depositor, the Indenture
Trustee and the Servicer in banking transactions with the same rights as
it would have if it were not the Owner Trustee.
ARTICLE VII
COMPENSATION OF OWNER TRUSTEE
SECTION 7.1. Owner Trustee's Fees and Expenses. The
Owner Trustee shall receive as compensation for its services hereunder
such fees as have been separately agreed upon before the date hereof
between the Depositor and the Owner Trustee, and the Owner Trustee shall
be entitled to be reimbursed by the Depositor for its other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder except any such expenses as may
arise from its gross negligence, wilful misfeasance, or bad faith or that
is the responsibility of the Certificateholder under this Agreement.
SECTION 7.2. Indemnification. The Depositor shall be
liable as primary obligor for, and shall indemnify the Owner Trustee (in
such capacity or individually) and its successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any
and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may at any time be imposed
on, incurred by, or asserted against the Owner Trustee or any Indemnified
Party in any way relating to or arising out of this Agreement, the other
Basic Documents, the Owner Trust Estate, the administration of the Owner
Trust Estate or the action or inaction of the Owner Trustee hereunder,
except only that the Depositor shall not be liable for or required to
indemnify the Owner Trustee from and against Expenses arising or
resulting from any of the matters described in the third sentence of
Section 6.1. The indemnities contained in this Section shall survive the
resignation or termination of the Owner Trustee or the termination of
this Agreement. If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be
brought or asserted against any Indemnified Party in respect of which
indemnity may be sought pursuant to this Section 7.2, such Indemnified
Party shall promptly notify the Depositor in writing, and the Depositor
upon request of the Indemnified Party shall retain counsel reasonably
satisfactory to the Indemnified Party (or, with the consent of the
Depositor, counsel selected by the Indemnified Party acceptable to the
Depositor) to represent the Indemnified Party and any others the
Depositor may designate in such proceeding and shall pay the reasonable
fees and expenses of such counsel related to such proceeding. The
Depositor shall not be liable for any settlement of any claim or
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Depositor
agrees to indemnify any Indemnified Party from and against any loss or
liability by reason of such settlement or judgment. The Depositor shall
not, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened proceeding in respect of
which any Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such
proceeding.
SECTION 7.3. Payments to Owner Trustee. Any amounts
paid to the Owner Trustee pursuant to this Article VII shall be deemed
not to be a part of the Owner Trust Estate immediately after such
payment.
ARTICLE VIII
TERMINATION OF TRUST AGREEMENT
SECTION 8.1. Termination of Trust Agreement. The Owner
Trust shall terminate upon the final distribution by the Owner Trustee of
all moneys or other property or proceeds of the Owner Trust Estate in
accordance with the terms of the Indenture and the Deposit and
Administration Agreement; provided, that in no event will the Owner Trust
continue more than 21 years after the date hereof. Any money or other
property held as part of the Owner Trust Estate following such
distribution shall be distributed to the Certificateholder. The
bankruptcy, death, incapacity, liquidation, dissolution or termination of
the Depositor or Certificateholder (or any other beneficiary) shall not
(x) operate to revoke or terminate this Agreement or the Owner Trust, or
(y) entitle the Certificateholder's (or any other beneficiary) legal
representatives to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part
of the Owner Trust or Owner Trustee Estate or (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.
(a) Except as provided in Section 8.1(a) or 8.1(c),
neither the Depositor nor the Certificateholder shall be entitled to
revoke or terminate the Owner Trust.
(b) Except as provided in this Section 8.1(c), neither
the Depositor nor the Certificateholder shall be entitled to revoke or
terminate the Owner Trust or this Agreement. The Depositor and the Owner
Trustee acknowledge that the Indenture Trustee, on behalf of the
Noteholders, is a third-party beneficiary of this Agreement and shall be
entitled to enforce the terms of this Agreement to the same extent as if
they were signitaries hereto. For so long as the Notes are outstanding,
neither the Owner Trust nor this Agreement shall be revoked without the
prior written consent of the Indenture Trustee. The Depositor and the
Owner Trustee acknowledge that the Indenture Trustee, as an agent of the
Noteholders, maintains a legitimate interest in ensuring that the Owner
Trust is not revoked prior to the fulfillment of the Owner Trust
objectives. In no event may this Agreement be amended without the prior
written consent of the Indenture Trustee if the effect of such amendment
is the revocation or termination of this Owner Trust other than in
accordance with this Section 8.1.
ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 9.1. Eligibility Requirements for Owner
Trustee. The Owner Trustee shall at all times be a corporation
authorized to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authorities; and having (or having a
parent) which has a rating of at least Baa3 by ▇▇▇▇▇'▇, at least BBB- by
Standard & Poor's and, if rated by Fitch, at least BBB- by Fitch, or if
not rated, otherwise satisfactory to each Note Rating Agency. If such
corporation shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined
capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section,
the Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 9.2.
SECTION 9.2. Resignation or Removal of Owner Trustee.
The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the
Administrator. Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered
to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Owner Trustee may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.
If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 9.1 and shall fail
to resign after written request therefor by the Administrator, or if at
any time the Owner Trustee shall be legally unable to act, or shall be
adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of
its property shall be appointed, or any public officer shall take charge
or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the
Administrator may remove the Owner Trustee. If the Administrator shall
remove the Owner Trustee under the authority of the immediately preceding
sentence, the Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the outgoing Owner Trustee so removed and one copy
of which shall be delivered to the successor Owner Trustee, and payment
of all fees owed to the outgoing Owner Trustee shall be made to the
outgoing Owner Trustee.
Any resignation or removal of the Owner Trustee and
appointment of a successor Owner Trustee pursuant to any of the
provisions of this Section shall not become effective until acceptance of
appointment by the successor Owner Trustee pursuant to Section 9.3 and
payment of all fees and expenses owed to the outgoing Owner Trustee. The
Administrator shall provide notice of such resignation or removal of the
Owner Trustee to each of the Note Rating Agencies.
SECTION 9.3. Successor Owner Trustee. Any successor
Owner Trustee appointed pursuant to Section 9.2 shall execute,
acknowledge and deliver to the Administrator and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement,
and thereupon the resignation or removal of the predecessor Owner Trustee
shall become effective and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor under this
Agreement, with like effect as if originally named as the Owner Trustee.
The predecessor Owner Trustee shall upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and
do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.
No successor Owner Trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such
successor Owner Trustee shall be eligible pursuant to Section 9.1.
Upon acceptance of appointment by a successor Owner
Trustee pursuant to this Section, the Administrator shall mail notice of
the successor of such Owner Trustee to the Certificateholder, the
Indenture Trustee, the Noteholders and the Note Rating Agencies. If the
Administrator shall fail to mail such notice within 10 days after
acceptance of appointment by the successor Owner Trustee, the successor
Owner Trustee shall cause such notice to be mailed at the expense of the
Administrator.
SECTION 9.4. Merger or Consolidation of Owner Trustee.
Any corporation into which the Owner Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Owner Trustee shall
be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Owner Trustee, shall be the successor
of the Owner Trustee hereunder, provided such corporation shall be
eligible pursuant to Section 9.1, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided further that
the Owner Trustee shall mail notice of such merger or consolidation to
the Note Rating Agencies.
SECTION 9.5. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Owner Trust Estate may at the time
be located, the Administrator and the Owner Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint
at the expense of the Depositor one or more Persons approved by the Owner
Trustee to act as co-trustee, jointly with the Owner Trustee, or separate
trustee or separate trustees, of all or any part of the Owner Trust
Estate, and to vest in such Person, in such capacity, such title to the
Owner Trust, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Owner Trustee
alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms
of eligibility as a successor trustee pursuant to Section 9.1 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 9.3.
Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:
(i) all rights, powers, duties and obligations
conferred or imposed upon the Owner Trustee shall be
conferred upon and exercised or performed by the Owner
Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-
trustee is not authorized to act separately without the
Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any
particular act or acts are to be performed, the Owner
Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title
to the Owner Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by
such separate trustee or co-trustee, but solely at the
direction of the Owner Trustee;
(ii) no trustee under this Agreement shall be
personally liable by reason of any act or omission of
any other trustee under this Agreement; and
(iii) the Administrator and the Owner Trustee
acting jointly may at any time accept the resignation of
or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Owner
Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article. Each
separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Owner Trustee or
separately, as may be provided therein, subject to all the provisions of
this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed
with the Owner Trustee and a copy thereof given to the Administrator.
Any separate trustee or co-trustee may at any time
appoint the Owner Trustee as its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its
name. If any separate trustee or co-trustee shall become incapable of
acting, resign or be removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by the Owner Trustee,
to the extent permitted by law, without the appointment of a new or
successor trustee.
ARTICLE X
MISCELLANEOUS
SECTION 10.1. Supplements and Amendments. This
Agreement may be amended by the Depositor and the Owner Trustee, with
prior written notice to the Note Rating Agencies, without the consent of
the Indenture Trustee, any of the Noteholders or the Certificateholder,
to cure any ambiguity or defect, to correct or supplement any provisions
in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this
Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholder; provided, however, that such amendment will not
(i) as evidenced by an Officer's Certificate of the Depositor addressed
and delivered to the Owner Trustee and the Indenture Trustee, materially
and adversely affect the interest of any Noteholder or the Owner Trust
and (ii) as evidenced by an Opinion of Counsel addressed and delivered to
the Owner Trustee and the Indenture Trustee, cause the Owner Trust to be
classified as an association (or a publicly traded partnership) taxable
as a corporation for federal income tax purposes; provided, further, that
the Depositor shall deliver written notice of such amendments to each
Note Rating Agency prior to the execution of any such amendment.
This Agreement may also be amended from time to time by
the Depositor and the Owner Trustee, with prior written notice to the
Note Rating Agencies, with the prior written consent of the Holders of
Notes evidencing not less than a majority of 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
modifying in any manner the rights of the Noteholders or the
Certificateholder; provided that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments in respect of the Series Certificate or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholder, or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes, the Holders of which
are required to consent to any such amendment.
Promptly after the execution of any amendment or
consent, the Owner Trustee shall furnish written notification of the
substance of such amendment or consent to the Certificateholder, the
Indenture Trustee and each of the Note Rating Agencies.
It shall not be necessary for the consent of the
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.
Prior to the execution of any amendment to this
Agreement, the Owner Trustee shall be entitled to receive and rely upon
an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but
shall not be obligated to, enter into any such amendment which affects
the Owner Trustee's own rights, duties or immunities under this Agreement
or otherwise.
SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholder. The Certificateholder shall not have legal title to
any specific property in the Owner Trust Estate. No transfer, by
operation of law or otherwise, of any right, title or interest of the
Certificateholder to and in its ownership interest in the Owner Trust
Estate shall operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the transfer to it of
legal title to any specific property in the Owner Trust Estate.
SECTION 10.3. Limitations on Rights of Others. The
provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholder and, to the extent
expressly provided herein, the Indenture Trustee, the Administrator and
the Noteholders, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions
contained herein.
SECTION 10.4. Notices. Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in
writing and shall be deemed given upon receipt personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested and shall be deemed to have been duly given upon receipt, if to
the Owner Trustee, addressed to Wilmington Trust Company, ▇▇▇▇▇▇
Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attn:
Corporate Trust Administration, if to the Depositor, addressed to, Chase
Manhattan Bank USA, National Association, Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or,
as to each party, at such other address as shall be designated by such
party in a written notice to each other party.
SECTION 10.5. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, 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 10.6. Separate Counterparts. This Agreement
may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
SECTION 10.7. Successors and Assigns. All covenants
and agreements contained herein shall be binding upon, and inure to the
benefit of, the Depositor, the Owner Trustee and its successors and the
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other
instrument or action by the Certificateholder shall bind the successors
and assigns of the Certificateholder.
SECTION 10.8. Nonpetition Covenants. Notwithstanding
any prior termination of the Owner Trust or this Agreement, each of the
Owner Trustee (not in its individual capacity) and the Certificateholder,
by its acceptance of the Certificate, covenants and agrees that it shall
not at any time with respect to the Owner Trust or the Master Trust,
acquiesce, petition or otherwise invoke or cause the Owner Trust 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 Owner
Trust 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 Owner Trust or the Master Trust or any substantial part
of its property, or ordering the winding up or liquidation of the affairs
of the Owner Trust or the Master Trust; provided, however, that this
Section 10.8 shall not operate to preclude any remedy described in
Article V of the Indenture.
SECTION 10.9. No Recourse. The Certificateholder by
accepting the Certificate acknowledges that the Certificate does not
represent an interest in or obligation of the Depositor, the
Administrator, the Owner Trustee (in its individual capacity), the
Indenture Trustee or any Affiliate thereof, and no recourse may be had
against such parties or their assets, or against the assets pledged under
the Indenture.
SECTION 10.10. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.
SECTION 10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
SECTION 10.12. Depositor Payment Obligation. The
Depositor shall be responsible for payment of the Administrator's fees
under the Deposit and Administration Agreement and shall reimburse the
Administrator for all expenses and liabilities of the Administrator
incurred thereunder.
SECTION 10.13. Acceptance of Terms of Agreement. THE
RECEIPT AND ACCEPTANCE OF THE CERTIFICATE BY THE CERTIFICATEHOLDER,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL
CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE CERTIFICATEHOLDER OF ALL
THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL CONSTITUTE THE
AGREEMENT OF THE OWNER TRUSTEE, ON BEHALF OF THE OWNER TRUST, THAT THE
TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE OWNER TRUSTEE AND THE CERTIFICATEHOLDER.
SECTION 10.14. Integration of Documents. This
Agreement, together with the Deposit and Administration Agreement,
constitutes the entire agreement of the parties hereto and thereto with
respect to the subject matter hereof and thereof and supercedes all prior
agreements relating to the subject matter hereof and thereof.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed by their respective officers hereunto
duly authorized as of the day and year first above written.
WILMINGTON TRUST COMPANY,
as Owner Trustee
By: ____________________________
Name:
Title:
CHASE MANHATTAN BANK USA,
NATIONAL MANHATTAN BANK USA,
as Depositor
By:____________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR
ANY INTEREST HEREIN) MAY NOT BE TRANSFERRED BY THE OWNER TO ANY PERSON.
CHASE CREDIT CARD OWNER TRUST 2001-1
OWNER CERTIFICATE
R-1
(This Certificate does not represent an interest in or obligation of
Chase Manhattan Bank USA, National Association, or any of its affiliates,
except to the extent described below.)
THIS CERTIFIES THAT Chase Manhattan Bank USA, National
Association is the registered owner of one hundred percent (100%) of the
beneficial interest in the Chase Credit Card Owner Trust 2001-1 (the
"Owner Trust") created by Chase Manhattan Bank USA, National Association,
a national banking association (the "Depositor").
The Owner Trust was created pursuant to the Chase Credit
Card Owner Trust 2001-1 Trust Agreement dated as of March 15, 2001 (the
"Trust Agreement"), between the Depositor and Wilmington Trust Company,
as owner trustee (the "Owner Trustee"). To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement including, as specified in
Section 1.1(a).
This Certificate is the duly authorized Certificate
evidencing the sole beneficial interest in the Owner Trust (herein called
the "Certificate"). This Certificate is issued under and is subject to
the terms, provisions and conditions of the Trust Agreement, to which
Trust Agreement the Certificateholder by virtue of the acceptance hereof
assents and by which the Certificateholder is bound. Three classes of
Notes designated as Class A Floating Rate Asset Backed Notes, Series
2001-1 (the "Class A Notes"), Class B Floating Rate Asset Backed Notes,
Series 2001-1 (the "Class B Notes") and Class C Floating Rate Asset
Backed Notes, Series 2001-1 (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes") will be issued under
the Indenture dated as of March 15, 2001 between Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for
the Owner Trust and The Bank of New York, as Indenture Trustee.
Notwithstanding any prior termination of the Trust
Agreement, the Certificateholder, by its acceptance of this Certificate,
covenants and agrees that it shall not at any time with respect to the
Owner Trust, the Depositor or the Master Trust, acquiesce, petition or
otherwise invoke or cause the Owner Trust, the Depositor 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 Owner Trust, the
Depositor 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 Owner Trust, the Depositor or the Master Trust, or any
substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Owner Trust, the Depositor or the
Master Trust.
Unless the certificate of authentication hereon shall
have been executed by an authorized officer of the Owner Trustee, by
manual signature, this Certificate shall not entitle the Holder hereof to
any benefit under the Trust Agreement or the Deposit and Administration
Agreement or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE OWNER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the
Owner Trust and not in its individual capacity, has caused this
Certificate to be duly executed.
CHASE CREDIT CARD OWNER
TRUST 2001-1
WILMINGTON TRUST COMPANY
Not in its individual capacity
but solely as Owner Trustee for the Chase
Credit Card Owner Trust 2001-1
By:_____________________________
Name:
Title
By: ____________________________
CERTIFICATE OF AUTHENTICATION
This is the Certificate referred to in the within-
mentioned Trust Agreement.
WILMINGTON TRUST COMPANY
not in its individual capacity
but solely as Owner Trustee for the
Chase Credit Card Owner Trust 2001-1
By: ______________________________
Authorized Signatory
ANNEX 1 TO EXHIBIT A
Registered Owner and address:
Chase Manhattan Bank USA, National Association
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Tax Identification Number: ▇▇-▇▇▇▇▇▇▇