Exhibit 25


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)
                    ----------------------------------------

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 Park Avenue
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  --------------------------------------------

                             CHESAPEAKE FUNDING LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                              51-0391968
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


307 International Circle
Hunt Valley, Maryland                                                      21030
(Address of principal executive offices)                              (Zip Code)

                               Asset-Backed Notes
       Series 2002-1 Floating Rate Callable Asset-Backed Notes, Class A-1
       Series 2002-1 Floating Rate Callable Asset-Backed Notes, Class A-2
<PAGE>
                                     GENERAL

Item 1.   General Information.

          Furnish the following information as to the Trustee:

          (a)  Name and address of each examining or supervising authority to
which it is subject.

               New York State Banking Department, State House, Albany, New York
               12110.

               Board of Governors of the Federal Reserve System, Washington,
               D.C., 20551

               Federal Reserve Bank of New York, District No. 2, 33 Liberty
               Street, New York, N.Y.

               Federal Deposit Insurance Corporation, Washington, D.C., 20429.

          (b)  Whether it is authorized to exercise corporate trust powers.

               Yes.


Item 2.   Affiliations with the Obligor and Guarantors.

          If the obligor or any Guarantor is an affiliate of the Trustee,
describe each such affiliation.

         None.

                                      -2-

<PAGE>
Item 16.  List of Exhibits

          List below all exhibits filed as a part of this Statement of
Eligibility.

          1. A copy of the Restated Organization Certificate of the Trustee and
the Certificate of Amendment dated November 9, 2001.

          2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

          3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

          4. A copy of the existing By-Laws of the Trustee.

          5. Not applicable.

          6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

          7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

          8. Not applicable.

          9. Not applicable.

                                    SIGNATURE

          Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 20th day of May, 2002.


                                          JPMORGAN CHASE BANK


                                        By /s/ Patricia M.F. Russo
                                          ------------------------------------
                                          Patricia M.F. Russo
                                          Vice President

<PAGE>
                                   Exhibit 1


                         [Letterhead of JPMorgan Chase]


                                   CERTIFICATE


          I,  Susan  Sturges  Spagnola,  a  Vice  President,  Assistant  General
Counsel,  and Assistant  Corporate  Secretary of JPMorgan Chase Bank, a New York
banking  organization  formerly  known as The Chase  Manhattan  Bank,  do hereby
certify  that  attached  hereto  are true and exact  copies of (1) the  Restated
Organization  Certificate of The Chase Manhattan Bank, as filed in the office of
the  Superintendent of Banks of the State of New York on May 8, 1997 and (2) the
Certificate of Amendment of the Organization  Certificate of The Chase Manhattan
Bank as filed in the  office  of the  Superintendent  of Banks of the  State and
certified by the Deputy  Superintendent  of Banks on November  9,2001,  and that
said  Restated  Organization  Certificate  as amended to  provide,  among  other
things,  for a change in name from The Chase  Manhattan  Bank to JPMorgan  Chase
Bank, are in full force and effect on the date hereof.

          IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of
JPMorgan Chase Bank this 26th day of November 2001.


                                        /s/ Susan Sturges Spagnola
                                        ----------------------------------------
                                        Susan Sturges Spagnola


STATE OF NEW YORK        )
                         )  ss.:
COUNTY OF NEW YORK       )

Sworn to before me this 26 day of November 2001.


/s/ Mary Vorderer
----------------------------------------
Notary Public
<PAGE>
              [Letterhead of State of New York Banking Department]


               I, MANUEL KURSKY,  Deputy  Superintendent of Bank of the State of
     New York,  DO HEREBY  APPROVE the annexed  Certificate  entitled  "RESTATED
     ORGANIZATION  CERTIFICATE OF THE CHASE MANHATTAN BANK Under Section 8007 of
     the Banking  Law," dated March 25,  1997,  providing  for the  restatement,
     without  making any  amendment or change,  of the text of the  Organization
     Certificate with its previous amendments in a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New
               York, this 8th day of May in the Year of our Lord one thousand
               nine hundred and ninety-seven.


                                        /s/ Manuel Kursky
                                        ----------------------------------------
                                        Deputy Superintendent of Banks
<PAGE>
                                    RESTATED

                            ORGANIZATION CERTIFICATE

                                       OF

                            THE CHASE MANHATTAN BANK

                 Under Section 8007 of the New York Banking Law


          WE, WALTER V. SHIPLEY and ANTHONY J. HORAN, being,  respectively,  the
Chairman of the Board and the Secretary of THE CHASE  MANHATTAN BANK, a New York
banking organization, do hereby certify as follows:

          1.  The name of the  Corporation  is The  Chase  Manhattan  Bank.  The
Corporation was formed under the name Chemical Bank.

          2. The Organization  Certificate of The Chase Manhattan Bank was filed
by the Superintendent of Banks of the State of New York on November 26, 1968.

          3. The text of the organization certificate, as amended heretofore, is
hereby restated without further  amendment or change to read as herein set forth
in full:

          FIRST:  The name by which the  Corporation is to be known is THE CHASE
MANHATTAN BANK.

          SECOND:  The principal  office of the  Corporation is to be located in
New York, New York.

          THIRD:  The  amount  of  authorized  stock  which the  Corporation  is
hereafter  to have is  $1,335,000,000  and the number of shares  into which such
capital stock is to be divided is 125,000,000  shares consisting of  110,000,000
shares  of Common  Stock,  par value $12 per  share,  and  15,000,000  shares of
Preferred  Stock,  par value $1 per share,  which shall be issued in one or more
classes or series having such  designations,  relative  rights,  preferences  or
limitations as fixed by the Board of Directors of the Corporation at the time of
issuance of any such Preferred Stock.

          FOURTH:  The number of directors of the Corporation  shall be not less
than seven nor more than twenty-five.

          FIFTH:  The Corporation is to exercise the powers conferred by Section
100 of the banking laws of the State of New York.

          4. This restated organization certificate was approved by a resolution
adopted by the Board of Directors of the Corporation, on July 16, 1996.

<PAGE>
                                                                               2

          IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  restated
organization certificate this 25th day of March, 1997.


                                        /s/ Walter V. Shipley
                                        ----------------------------------------
                                        Walter V. Shipley
                                        Chairman of the Board


                                        /s/ Anthony J. Horan
                                        ----------------------------------------
                                        Anthony J. Horan
                                        Secretary

<PAGE>
                                                                               3

STATE OF NEW YORK   )
                    )    ss.:
COUNTY OF NEW YORK  )


          I, ANTHONY J. HORAN, being duly sworn, depose and say that I, the said
ANTHONY J. HORAN,  am the Secretary of THE CHASE MANHATTAN BANK, and that I have
read and signed the foregoing  Certificate and know the contents thereof and the
statements contained therein are true.


                                        /s/ Anthony J. Horan
                                        ----------------------------------------
                                        Anthony J. Horan
                                        Secretary


Subscribed and sworn to before
me this 25th day of March 1997.


/s/ Virginia Stank
----------------------------------------
Notary Public

<PAGE>
              [Letterhead of State of New York Banking Department]


          I, P. VINCENT CONLON,  Deputy  Superintendent of Banks of the State of
New York, DO HEREBY APPROVE the annexed  certificate  entitled  "CERTIFICATE  OF
AMENDMENT OF THE  ORGANIZATION  CERTIFICATE  OF THE CHASE  MANHATTAN  BANK Under
Section 8001 of the New York Banking Law" dated October 22, 2001,  providing for
a change in name to  JPMORGAN  CHASE  BANK,  and an  increase  in the  amount of
authorized capital stock from $1,335,000,000 consisting of 110,000,000 shares of
common  stock  with a par  value of $12 per  share,  and  15,000,000  shares  of
preferred stock with a par value of $1 per share, to  $1,800,180,000  consisting
of  148,765,000  shares of common  stock with a par value of $12 per share,  and
15,000,000  shares of  preferred  stock  with a par value of $1 per  share.  The
preferred  stock  shall be issued in one or more  classes or series  having such
designations,  relative rights, preferences or limitations as fixed by the Board
of Directors of the Corporation at the time of issuance.

Witness, my hand and official seal of the Banking Department at the City of New
               York, this 9th day of November in the Year of our Lord two
               thousand and one.


                                        /s/ P. Vincent Conlon
                                        ----------------------------------------
                                        Deputy Superintendent of Banks

<PAGE>
                            CERTIFICATE OF AMENDMENT

                                       OF

                          THE ORGANIZATION CERTIFICATE

                                       OF

                            THE CHASE MANHATTAN BANK

                 Under Section 8001 of the New York Banking Law


          WE,   WILLIAM  B.   HARRISON,   JR.  and  ANTHONY  J.  HORAN,   being,
respectively,  the  Chief  Executive  Officer  and the  Secretary  of THE  CHASE
MANHATTAN BANK, a New York banking organization, do herby certify as follows:

          1. The name of the Corporation is The Chase Manhattan Bank.

          2. The Organization  Certificate of The Chase Manhattan Bank was filed
by the  Superintendent  of Banks of the State of New York on  November  26, 1968
under the title Chemical Bank.

          3.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing  for an increase in capital stock was filed by the  Superintendent  of
Banks of the State of New York on February 17, 1969.

          4.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing  for an increase in capital stock was filed by the  Superintendent  of
Banks of the State of New York on September 8, 1977.

          5.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing  for an increase in capital stock was filed by the  Superintendent  of
Banks of the State of New York on January 29, 1981.

<PAGE>
                                                                               2

          6.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing  for an increase in capital stock was filed by the  Superintendent  of
Banks of the State of New York on September 14, 1982.

          7.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing  for an increase in capital stock was filed by the  Superintendent  of
Banks of the State of New York on March 13, 1985.

          8.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing  for an increase in capital stock was filed by the  Superintendent  of
Banks of the State of New York on June 4, 1992.

          9.  A  Certificate  of  Amendment  of  the  Organization   Certificate
providing for a change of name from Chemical  Bank to The Chase  Manhattan  Bank
and  an  increase  in  capital   effective  July  13,  1996  was  filed  by  the
Superintendent of Banks of the State of New York on July 11, 1996.

          10. A Restated Organization  Certificate was approved and filed by the
Superintendent of Banks of the State of New York on May 8, 1997.

          11. Article FIRST of the Organization certificate, as amended, stating
that the name of the corporation is "The Chase Manhattan Bank" is hereby amended
and restated to read in its entirety as follows:

          "FIRST: The name of the corporation is JPMORGAN CHASE BANK."

          12. Article THIRD of the Organization certificate, as amended, stating
that the amount of its authorized capital stock is $1,335,000,000 and the number
of shares into which such capital stock is to be divided is  125,000,000  shares
consisting of 110,000,000 shares of

<PAGE>
                                                                               3

Common Stock, par value $12 per share, and 15,000,000 shares of Preferred Stock,
par value $1 per share,  is hereby  amended and restated to read in its entirety
as follows:

          "THIRD: The amount of authorized stock which the Corporation
          is  hereafter to have is  $1,800,180,000,  and the number of
          shares  into  which such  capital  stock is to be divided is
          163,765,000  shares  consisting  of  148,765,000  shares  of
          Common Stock, par value $12 per share, and 15,000,000 shares
          of Preferred Stock,  par value $1 per share,  which shall be
          issued  in  one  or  more  classes  or  series  having  such
          designations, relative rights, preferences or limitations as
          fixed by the Board of  Directors of the  Corporation  at the
          time of issuance of any such Preferred Stock."

          13. These amendments to the Organization  Certificate were approved by
the written  consent of J.P.  Morgan  Chase & Co., the sole  stockholder  of the
Corporation, on June 30, 2001.

          IN WITNESS  WHEREOF,  the undersigned  have executed this  Certificate
this 22nd day of October 2001.

                                        /s/ William B. Harrison, Jr.
                                        ----------------------------------------
                                        William B. Harrison, Jr.
                                        Chief Executive Officer


                                        /s/ Anthony J. Horan
                                        ----------------------------------------
                                        Anthony J Horan
                                        Secretary

<PAGE>
STATE OF NEW YORK,     )
                       )
COUNTY OF NEW YORK     )


          I, ANTHONY J. HORAN, being duly sworn, depose and say that I, the said
ANTHONY J. HORAN,  am the Secretary of THE CHASE MANHATTAN BANK, and that I have
read and signed the foregoing  Certificate and know the contents thereof and the
statements therein contained are true.


                                        /s/ Anthony J. Horan
                                        ----------------------------------------
                                        Anthony J. Horan
                                        Secretary


Subscribed and sworn to before
me this 22nd day of October 2001


/s/ Mary Vorderer
----------------------------------------
Notary Public

<PAGE>

                                    Exhibit 4


                                     BY-LAWS



                               JPMorgan Chase Bank

           (Name change effective November 10, 2001 upon the merger of
    Morgan Guaranty Trust Company of New York into The Chase Manhattan Bank)

           As Amended by the Board of Directors effective June 1, 1999



















                             Office of the Secretary
                           270 Park Avenue, 35th floor
                               New York, NY 10017
<PAGE>
                                    CONTENTS

                                     SUBJECT
Article
     I         Meetings of Stockholders
                    Section 1.01 Annual Meeting
                    Section 1.02 Special Meetings
                    Section 1.03 Quorum

    II         Board of Directors
                    Section 2.01 Number
                    Section 2.02 Vacancies
                    Section 2.03 Annual Meeting
                    Section 2.04 Regular Meetings
                    Section 2.05 Special Meetings
                    Section 2.06 Quorum
                    Section 2.07 Rules and Regulations
                    Section 2.08 Compensation

   III         Committees
                    Section 3.01 Executive Committee
                    Section 3.02 Examining Committee
                    Section 3.03 Other Committees

    IV         Officers and Agents
                    Section 4.01 Officers
                    Section 4.02 Clerks and Agents
                    Section 4.03 Term of Office
                    Section 4.04 Chairman of the Board
                    Section 4.05 Chief Executive Officer
                    Section 4.06 President
                    Section 4.07 Vice Chairman of the Board
                    Section 4.08 Chief Financial Officer
                    Section 4.09 Controller
                    Section 4.10 Secretary
                    Section 4.11 General Auditor
                    Section 4.12 Powers and Duties of Other Officers
                    Section 4.13 Fidelity Bonds

     V         Corporate Seal

    VI         Fiscal Year

   VII         Indemnification
                    Section 7.01 Right to Indemnification
                    Section 7.02 Contracts and Funding
                    Section 7.03 Employee Benefit Plans
                    Section 7.04 Indemnification Not Exclusive Right
                    Section 7.05 Advancement of Expenses; Procedures

  VIII         By-laws
                    Section 8.01 Inspection
                    Section 8.02 Amendments
                    Section 8.03 Construction

<PAGE>
                                     BY-LAWS

                                       OF

                               JPMORGAN CHASE BANK


                                    ARTICLE I

                            Meetings of Stockholders

          Section 1.01.  Annual  Meeting.  The annual meeting of stockholders of
JPMorgan  Chase Bank (herein  called the Bank),  shall be held in the Borough of
Manhattan,  City of New York, State of New York, within the first four months of
each  calendar  year,  on such  date and at such  time and place as the Board of
Directors  (herein  called  the  Board),  may  determine,  for the  election  of
directors and the transaction of such other business as may properly come before
the meeting. Notice of such meeting, stating the purpose or purposes thereof and
the time when and the place where it is to be held and signed by the Chairman of
the Board  (herein  called  the  Chairman),  the Chief  Executive  Officer,  the
President,  a Vice  Chairman  of the  Board  or the  Secretary  or an  Assistant
Corporate  Secretary of the Bank, shall be served by personal delivery upon each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 50 days before said meeting.

          Section 1.02. Special Meetings.  A special meeting of the stockholders
may be called  at any time by the  Board,  the  Chairman,  the  Chief  Executive
Officer, the President,  or a Vice Chairman of the Board, or upon the request in
writing of the holders of record of not less than 40% of the outstanding capital
stock.  Notice of any special  meeting,  stating the time,  place and purpose or
purposes thereof, shall be given by personal delivery to the stockholders in the
manner  provided in Section 1.01 for the giving of notice of annual  meetings of
stockholders.  In the case of any  meeting of  stockholders,  annual or special,
called for a purpose  requiring  other or further  notice,  such notice shall be
given as required by law.

          Section  1.03.  Quorum.  A majority of the  outstanding  common stock,
represented in person or by proxy,  shall  constitute a quorum at any meeting of
stockholders,  unless  otherwise  provided  by law;  but less than a quorum  may
adjourn  any  meeting,  from  time  to  time,  and  the  meeting  may be held as
adjourned, without further notice.

                                   ARTICLE II

                               Board of Directors

          Section  2.01.  Number.  The business and affairs of the Bank shall be
managed by or under the direction of a Board of Directors, of such number as may
be fixed from time to time by resolution  adopted by the Board,  but in no event
less than 7 or more than 25,  selected,  organized  and  continued in accordance
with the provisions of the New York Banking Law. Each director hereafter elected
shall hold office until the next annual  meeting of the  stockholders  and until
his

                                      -1-
<PAGE>
successor is elected and has qualified, or until his death or until he shall
resign or shall have been removed.

          Section  2.02.  Vacancies.  In case of any  increase  in the number of
directors,  the additional director or directors,  and in case of any vacancy in
the board  due to death,  resignation,  removal,  disqualification  or any other
cause,  the  successors to fill the  vacancies,  not exceeding  one-third of the
entire Board, shall be elected by a majority of the directors then in office.

          Section 2.03. Annual Meeting. An annual meeting of the directors shall
be held each year, without notice,  immediately  following the annual meeting of
stockholders.  The time and place of such  meeting  shall be  designated  by the
Board. At such meeting, the directors shall, after qualifying,  elect from their
own number a Chairman of the Board, a Chief Executive  Officer,  a President and
one or more Vice  Chairmen of the Board,  and shall elect or appoint  such other
officers authorized by these By-laws as they may deem desirable, and appoint the
Committees  specified  in Article III hereof.  The  directors  may also elect to
serve at the pleasure of the Board, one or more Honorary Directors,  not members
of the Board. Honorary Directors of the Board shall be paid such compensation or
such fees for  attendance  at  meetings  of the  Board,  and  meetings  of other
committees of the Board, as the Board shall determine from time to time.

          Section 2.04. Regular Meetings. The Board shall hold a regular meeting
without notice at the principal  office of the Bank on the third Tuesday in each
month, with such exceptions as shall be determined by the Board, at such time as
shall be  determined  by the  Board,  unless  another  time or place,  within or
without the State,  shall be fixed by  resolution  of the Board.  Should the day
appointed for a regular  meeting fall on a legal  holiday,  the meeting shall be
held at the same time on the preceding day or on such other day as the Board may
order.

          Section 2.05. Special Meetings. Special meetings of the Board shall be
held  whenever  called  by  the  Chairman,  the  Chief  Executive  Officer,  the
President,  a Vice  Chairman of the Board,  the  Secretary  or a majority of the
directors at the time in office.  A notice shall be given as hereinafter in this
Section provided of each such special meeting, in which shall be stated the time
and place of such meeting, but, except as otherwise expressly provided by law or
by these By-laws, the purposes thereof need not be stated in such notice. Except
as otherwise  provided by law,  notice of each such  meeting  shall be mailed to
each director,  addressed to him at his residence or usual place of business, at
least two (2) days before the day on which such meeting is to be held,  or shall
be sent  addressed to him at such place by telegraph,  cable,  wireless or other
form of recorded  communication  or be delivered  personally or by telephone not
later than noon of the  calendar  day before the day on which such meeting is to
be held.  At any  regular or special  meeting  of the  Board,  or any  committee
thereof,  one or more Board or committee members may participate in such meeting
by means of a conference telephone or similar communications  equipment allowing
all  persons  participating  in the meeting to hear each other at the same time.
This type of participation  shall constitute  presence in person at the meeting.
Notice of any meeting of the Board shall not,  however,  be required to be given
to any director who submits a signed  waiver of notice  whether  before or after
the meeting,  or if he shall be present at such meeting;  and any meeting of the
Board shall be a legal meeting  without any notice  thereof having been given if
all the directors of the Bank then in office shall be present thereat.

                                      -2-
<PAGE>
          Section 2.06. Quorum. One-third of the members of the entire Board, or
the next highest integer in the event of a fraction,  shall constitute a quorum,
but if less than a quorum be present,  a majority  of those  present may adjourn
any meeting from time to time and the meeting may be held as  adjourned  without
further notice.

          Section 2.07.  Rules and  Regulations.  The Board may adopt such rules
and  regulations  for the  conduct of its  meetings  and the  management  of the
affairs of the Bank as it may deem proper, not inconsistent with the laws of the
State of New York or these By-laws.

          Section  2.08.  Compensation.  Directors  shall be entitled to receive
from the Bank  such  fees for  attendance  at  meetings  of the  Board or of any
committee,  or both, as the Board from time to time shall  determine.  The Board
may also likewise  provide that the Bank shall  reimburse  each such director or
member  of  such  committee  for any  expenses  paid  by him on  account  of his
attendance  at any such  meeting.  Nothing in this  Section  contained  shall be
construed to preclude any director  from serving the Bank in any other  capacity
and receiving compensation therefor.

                                   ARTICLE III

                                   Committees

          Section 3.01. Executive Committee. The Board, by resolution adopted by
a majority of the entire Board, shall appoint an Executive Committee which, when
the Board is not in session,  shall have and may  exercise all the powers of the
Board that lawfully may be delegated  including,  without limitation,  the power
and authority to declare  dividends.  The Executive  Committee  shall consist of
such number of directors as the Board shall from time to time determine, but not
less  than five and one of whom  shall be  designated  by the Board as  Chairman
thereof, as follows: (a) the Chairman of the Board, the Chief Executive Officer,
the  President,  the Vice Chairmen of the Board;  and (b) such other  directors,
none of whom shall be an officer of the Bank,  as shall be appointed to serve at
the pleasure of the Board. The Board, by resolution adopted by a majority of the
entire Board,  may designate one or more  directors as alternate  members of the
Executive  Committee and the manner and  circumstances  in which such  alternate
members shall replace or act in the place of absent or  disqualified  members of
the  Executive  Committee.  The  attendance  of  one-third of the members of the
Committee or their  substitutes,  or the next highest  integer in the event of a
fraction, at any meeting shall constitute a quorum, and the act of a majority of
those present at a meeting thereof at which a quorum is present shall be the act
of the Committee.  All acts done and powers conferred by the Committee from time
to time shall be deemed to be, and may be  certified  as being done or conferred
under  authority  of the  Board.  The  Committee  shall  fix its own  rules  and
procedures,  and the minutes of the meetings of the Committee shall be submitted
at the next  regular  meeting of the Board at which a quorum is  present,  or if
impracticable  at the next such  subsequent  meeting.  The Committee  shall hold
meetings  "On Call" and such  meetings  may be  called  by the  Chairman  of the
Executive Committee, the Chairman of the Board, the Chief Executive Officer, the
President,  a Vice Chairman of the Board, or the Secretary.  Notice of each such
meeting of the Committee shall be given by mail,  telegraph,  cable, wireless or
other form of recorded  communication or be delivered personally or by telephone
to each member of the  Committee  not later than the day before the day on which
such meeting is to be held.  Notice of any such meeting need not be given to any
member of the Committee who submits a signed waiver of notice whether

                                      -3-
<PAGE>
before or after the meeting, or if he shall be present at such meeting;  and any
meeting of the  Committee  shall be a legal meeting  without any notice  thereof
having been given, if all the members of the Committee shall be present thereat.
In the case of any  meeting,  in the absence of the  Chairman  of the  Executive
Committee,  such member as shall be  designated by the Chairman of the Executive
Committee or the Executive Committee shall act as Chairman of the meeting.

          Section 3.02. Examining Committee. The Board, by resolution adopted by
a majority of the entire Board, shall appoint an Examining Committee composed of
not less than  three of its  members,  none of whom  shall be an  officer of the
Bank,  to hold office at its pleasure and one of whom shall be designated by the
Board as chairman  thereof.  The Committee shall make such  examination into the
affairs of the Bank and its loans and discounts and make such reports in writing
thereof as may be directed by the Board or  required  by the  Banking  Law.  The
attendance  of  one-third of the members of the  Committee,  or the next highest
integer in the event of a fraction,  at any meeting  shall  constitute a quorum,
and the act of a  majority  of those  present  at a meeting  thereof  at which a
quorum is present shall be the act of the Committee.

          Section 3.03. Other Committees.  The Board, by resolution adopted by a
majority  of the  entire  Board,  may  appoint,  from time to time,  such  other
committees  composed of not less than three of its members for such purposes and
with such  duties  and  powers as the Board may  determine.  The  attendance  of
one-third of the members of such other  committees,  or the next highest integer
in the event of a fraction,  at any meeting shall  constitute a quorum,  and the
act of a majority  of those  present  at a meeting  thereof at which a quorum is
present shall be the act of such other committees.

                                   ARTICLE IV

                               Officers and Agents

          Section  4.01.  Officers.  The  officers  of the  Bank  shall be (a) a
Chairman of the Board, a Chief  Executive  Officer,  a President and one or more
Vice Chairmen of the Board, each of whom must be a director and shall be elected
by the Board;  (b) a Chief Financial  Officer,  a Controller,  a Secretary and a
General Auditor, each of whom shall be elected by the Board; and (c) may include
a Chief Credit  Officer,  a Chief  Administrative  Officer,  a Chief  Technology
Officer,  one or more Group  Executives and such other officers as may from time
to time be  elected by the Board or under its  authority,  or  appointed  by the
Chairman,  the Chief Executive Officer,  the President or a Vice Chairman of the
Board.

          Section 4.02. Clerks and Agents.  The Board may elect and dismiss,  or
the Chairman,  the Chief Executive Officer,  the President or a Vice Chairman of
the Board may appoint and dismiss and delegate to any other  officers  authority
to appoint and  dismiss,  such  clerks,  agents and  employees  as may be deemed
advisable for the prompt and orderly transaction of the Bank's business, and may
prescribe,  or authorize the appointing officers to prescribe,  their respective
duties, subject to the provisions of these By-laws.

          Section  4.03.  Term of Office.  The  officers  designated  in Section
4.01(a)  shall be  elected  by the Board at its  annual  meeting.  The  officers
designated in Section  4.01(b) may be

                                      -4-
<PAGE>
elected at the annual or any other meeting of the Board. The officers designated
in Section  4.01(c)  may be  elected  at the annual or any other  meeting of the
Board or appointed at any time by the designated  proper  officers.  Any vacancy
occurring  in any  office  designated  in Section  4.01(a)  may be filled at any
regular  or special  meeting of the Board.  The  officers  elected  pursuant  to
Section  4.01(a) shall each hold office for the term of one year and until their
successors  are  elected,  unless  sooner  disqualified  or removed by a vote of
two-thirds  of the whole Board.  The officers  elected by the Board  pursuant to
Section 4.01(b) of these By-laws shall hold office at the pleasure of the Board.
All other  officers,  clerks,  agents and  employees  elected  by the Board,  or
appointed by the Chairman,  the Chief Executive Officer, the President or a Vice
Chairman of the Board,  or under their  authority,  shall hold their  respective
offices at the  pleasure  of the Board or officers  elected  pursuant to Section
4.01(a).

          Section 4.04. Chairman of the Board. The Chairman shall preside at all
meetings of the  stockholders  and at all meetings of the Board. The Chairman of
the Board shall have the same power to perform any act on behalf of the Bank and
to sign for the Bank as is prescribed  in these By-laws for the Chief  Executive
Officer.  He  shall  perform  such  other  duties  as from  time to time  may be
prescribed by the Board.

          Section 4.05.  Chief Executive  Officer.  The Chief Executive  Officer
shall be the chief executive officer of the Bank and shall have,  subject to the
control of the Board and the Chairman,  general supervision and direction of the
policies and  operations of the Bank and of its several  officers other than the
Chairman.  In the absence of the  Chairman,  he shall preside at all meetings of
the  stockholders  and at all meetings of the Board.  He shall have the power to
execute any document or perform any act on behalf of the Bank, including without
limitation the power to sign checks,  orders,  contracts,  leases, notes, drafts
and other documents and instruments in connection with the business of the Bank,
and together  with the  Secretary or an Assistant  Corporate  Secretary  execute
conveyances of real estate and other documents and instruments to which the seal
of the Bank may be affixed.  He shall  perform such other duties as from time to
time may be prescribed by the Board.

          Section 4.06. President. The President shall, subject to the direction
and  control  of the  Board,  the  Chairman  and the  Chief  Executive  Officer,
participate  in the  supervision  of the policies and operations of the Bank. In
general,  the  President  shall  perform  all duties  incident  to the office of
President,  and such other duties as from time to time may be  prescribed by the
Board,  the  Chairman,  or the Chief  Executive  Officer.  In the absence of the
Chairman or the Chief Executive Officer, the President shall preside at meetings
of  stockholders  and of the Board.  The President  shall have the same power to
sign for the Bank as is  prescribed  in these  By-laws  for the Chief  Executive
Officer.

          Section  4.07.  Vice  Chairman of the Board.  The Vice Chairman of the
Board,  or if there be more than one, then each of them,  shall,  subject to the
direction  and  control  of the  Board,  the  Chairman  and the Chief  Executive
Officer,  participate  in the  supervision of the policies and operations of the
Bank, and shall have such other duties as may be prescribed from time to time by
the Board,  the Chairman or the Chief Executive  Officer.  In the absence of the
Chairman,  the Chief Executive  Officer and the President,  a Vice Chairman,  as
designated  by the  Chairman  or the Board,

                                      -5-
<PAGE>
shall  preside at  meetings  of the  stockholders  and of the  Board.  Each Vice
Chairman  shall  have the same  power to sign for the Bank as is  prescribed  in
these By-laws for the Chief Executive Officer.

          Section 4.08.  Chief Financial  Officer.  The Chief Financial  Officer
shall have such powers and perform such duties as the Board,  the Chairman,  the
Chief Executive Officer, the President, or a Vice Chairman of the Board may from
time  to  time  prescribe,   which  duties  may  include,   without  limitation,
responsibility  for strategic  planning,  corporate  finance,  control,  tax and
auditing activities, and shall perform such other duties as may be prescribed by
these By-laws.

          Section  4.09.  Controller.  The  Controller  shall  exercise  general
supervision of the  accounting  departments of the Bank. He shall be responsible
to the Chief  Financial  Officer  and  shall  render  reports  from time to time
relating to the general  financial  condition of the Bank.  He shall render such
other  reports  and  perform  such  other  duties  as from  time to time  may be
prescribed by the Chief  Financial  Officer,  a Vice Chairman of the Board,  the
President, the Chief Executive Officer or the Chairman.

          Section 4.10. Secretary. The Secretary shall:

          (a) record all the  proceedings  of the meetings of the  stockholders,
the  Board  and the  Executive  Committee  in one or more  books  kept  for that
purpose;

          (b) see  that  all  notices  are duly  given  in  accordance  with the
provisions of these By-laws or as required by law;

          (c) be  custodian  of the seal of the  Bank;  and he may see that such
seal or a facsimile  thereof is affixed to any  documents the execution of which
on  behalf  of the Bank is duly  authorized  and may  attest  such  seal when so
affixed; and

          (d) in general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be prescribed  by the Board,  the
Chairman, the Chief Executive Officer, the President,  or a Vice Chairman of the
Board.

          Section 4.11.  General  Auditor.  The General  Auditor shall  exercise
general supervision of the Auditing Division.  He shall audit the affairs of the
Bank and its subsidiaries,  including appraisal of the soundness and adequacy of
internal  controls and operating  procedures  and shall  ascertain the extent of
compliance  with policies and procedures of the Bank. He shall be responsible to
the Board and shall make such audits and  prepare  such  regular  reports as the
Board, its Examining Committee, the Chairman or the Chief Executive Officer may,
from  time  to  time,  require  or as in  his  judgment  are  necessary  in  the
performance of his duties.

          Section  4.12.  Powers  and Duties of Other  Officers.  The powers and
duties of all other  officers of the Bank shall be those  usually  pertaining to
their respective offices,  subject to the direction and control of the Board and
as otherwise provided in these By-laws.

          Section  4.13.  Fidelity  Bonds.  The Board,  in its  discretion,  may
require any or all  officers,  agents,  clerks and employees of the Bank to give
bonds covering the faithful performance

                                      -6-
<PAGE>
of their duties or may obtain  insurance  covering  the same,  in either case in
form and amount  approved by the Board,  the premiums  thereon to be paid by the
Bank.

                                    ARTICLE V

                                 Corporate Seal

          The  corporate  seal of the Bank  shall be in the form of a circle and
shall  bear the full  name of the Bank and the words  "Corporate  Seal New York"
together with the logo of J.P. Morgan Chase & Co.

                                   ARTICLE VI

                                   Fiscal Year

          The fiscal year of the Bank shall be the calendar year.

                                   ARTICLE VII

                                 Indemnification

          Section 7.01. Right to Indemnification.  The Bank shall to the fullest
extent  permitted by applicable law as then in effect  indemnify any person (the
"Indemnitee")  who  was  or  is  involved  in  any  manner  (including,  without
limitation,  as a party or a witness),  or is threatened to be made so involved,
in any threatened,  pending or completed  investigation,  claim, action, suit or
proceeding,  whether civil, administrative or investigative (including,  without
limitation,  any action,  suit or  proceeding  by or in the right of the Bank to
procure a judgment in its favor) (a  "Proceeding") by reason of the fact that he
is or was a  director,  officer,  employee  or agent of the  Bank,  or is or was
serving at the request of the Bank as a  director,  officer or employee or agent
of another corporation,  partnership,  joint venture,  trust or other enterprise
against all expenses (including attorney's fees),  judgments,  fines and amounts
paid in settlement  actually and reasonably  incurred by him in connection  with
such  Proceeding.  Such  indemnification  shall be a  contract  right  and shall
include the right to receive payment in advance of any expenses  incurred by the
Indemnitee in connection with such Proceeding, consistent with the provisions of
applicable law as then in effect.

          Section 7.02. Contracts and Funding. The Bank may enter into contracts
with any director,  officer, employee or agent of the Bank in furtherance of the
provisions  of this  Article VII and may create a trust  fund,  grant a security
interest or use other means (including,  without limitation, a letter of credit)
to  ensure  the  payment  of  such   amounts  as  may  be  necessary  to  effect
indemnification as provided in this Article VII.

          Section 7.03.  Employee  Benefit  Plans.  For purposes of this Article
VII,  references to "other  enterprises"  shall include  employee benefit plans;
references to "fines"  shall include any excise taxes  assessed on a person with
respect to any employee  benefit plan; and references to "serving at the request
of the Bank" shall  include any service as a  director,  officer,  employee,  or
agent of the Bank  which  imposes  duties  on, or  involves  services  by,  such
director,  officer, employee, or agent

                                      -7-
<PAGE>
with respect to an employee benefit plan, its  participants,  or  beneficiaries;
and a person who acted in good faith and in a manner he  reasonably  believed to
be in the interest of the participants and  beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner not opposed to the best interests
of a corporation.

          Section  7.04.  Indemnification  Not  Exclusive  Right.  The  right of
indemnification  and advancement of expenses  provided in this Article VII shall
not be exclusive of any other rights to which a person  seeking  indemnification
may  otherwise  be  entitled,  under any  statute,  by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.  The  provisions  of this  Article VII shall inure to the benefit of the
heirs and legal  representatives  of any person entitled to indemnity under this
Article VII and shall be applicable to Proceedings commenced or continuing after
the  adoption  of this  Article  VII  whether  arising  from  acts or  omissions
occurring before or after such adoption.

          Section 7.05. Advancement of Expenses; Procedures. In furtherance, but
not in limitation,  of the foregoing  provisions,  the following  procedures and
remedies  shall apply with respect to  advancement  of expenses and the right to
indemnification under this Article VII:

               (a) Advancement of Expenses.  All reasonable expenses incurred by
or on  behalf of the  Indemnitee  in  connection  with any  Proceeding  shall be
advanced to the Indemnitee by the Bank within twenty (20) days after the receipt
by the Bank of a statement or statements  from the  Indemnitee  requesting  such
advance  or  advances  from  time to  time,  whether  prior  to or  after  final
disposition of such  Proceeding.  Such statement or statements  shall reasonably
evidence the expenses  incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if, and to the extent, it
should  ultimately  be  determined  that the  Indemnitee  is not  entitled to be
indemnified against such expenses.

               (b)   Written    Request   for    Indemnification.    To   obtain
indemnification  under this  Article  VII,  an  Indemnitee  shall  submit to the
Secretary  of the Bank a  written  request,  including  such  documentation  and
information  as  is  reasonably  available  to  the  Indemnitee  and  reasonably
necessary to determine  whether and to what extent the Indemnitee is entitled to
indemnification  (the  "Supporting  Documentation").  The  determination  of the
Indemnitee's  entitlement to  indemnification  shall be made within a reasonable
time  after  receipt  by the Bank of the  written  request  for  indemnification
together  with the  Supporting  Documentation.  The Secretary of the Bank shall,
promptly upon receipt of such a request for indemnification, advise the Board in
writing that the Indemnitee has requested indemnification.

               (c) Procedure for Determination.  The Indemnitee's entitlement to
indemnification under this Article VII shall be determined (i) by the Board by a
majority vote of a quorum (as defined in Article II of these By-laws) consisting
of directors who were not parties to such action, suit or proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs,  by  independent  legal counsel in a written  opinion,  or
(iii)  by  the  stockholders,  but  only  if a  majority  of  the  disinterested
directors, if they constitute a quorum of the

                                      -8-
<PAGE>
Board,  presents the issue of entitlement to indemnification to the stockholders
for their determination.

                                  ARTICLE VIII

                                     By-laws

          Section 8.01. Inspection.  A copy of the By-laws shall at all times be
kept in a convenient  place at the  principal  office of the Bank,  and shall be
open for inspection by stockholders during banking hours.

          Section 8.02. Amendments. Except as otherwise specifically provided by
statute,  these  By-laws  may be added to,  amended,  altered or repealed at any
meeting of the Board by vote of a majority of the entire  Board,  provided  that
written notice of any such proposed action shall be given to each director prior
to such  meeting,  or that notice of such  addition,  amendment,  alteration  or
repeal shall have been given at the preceding meeting of the Board.

          Section 8.03.  Construction.  The masculine gender, where appearing in
these By-laws, shall be deemed to include the feminine gender.

                                      -9-
<PAGE>
                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business December 31, 2001,
                  in accordance with a call made by the Federal
                  Reserve Bank of this District pursuant to the
                     provisions of the Federal Reserve Act.


                                                                  Dollar Amounts
                     ASSETS                                        in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ....................................         $  21,396
     Interest-bearing balances ............................            12,495
Securities:
Held to maturity securities................................               442
Available for sale securities..............................            52,916
Federal funds sold and securities purchased under
     agreements to resell .................................            75,076
Loans and lease financing receivables:
     Loans and leases held for sale........................             4,515
     Loans and leases, net of unearned income    $173,654
     Less: Allowance for loan and lease losses      3,275
     Loans and leases, net of unearned income and
     allowance ............................................           170,379
Trading Assets ............................................           140,469
Premises and fixed assets (including capitalized leases)...             5,502
Other real estate owned....................................                41
Investments in unconsolidated subsidiaries and
     associated companies..................................               360
Customers' liability to this bank on acceptances
     outstanding ..........................................               270
Intangible assets
     Goodwill..............................................             1,739
     Other Intangible assets...............................             4,762
Other assets ..............................................            47,464
TOTAL ASSETS ..............................................          $537,826
                                                                    =========

                                       -4-
<PAGE>
                                   LIABILITIES
Deposits
     In domestic offices ..................................          $160,102
     Noninterest-bearing ........................$ 70,338
     Interest-bearing ...........................  89,764
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ...............................           120,371
     Noninterest-bearing.........................$  7,610
     Interest-bearing ........................... 112,761

Federal funds purchased and securities sold under agree-
ments to repurchase .......................................            79,946
Trading liabilities .......................................            92,208
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).............            11,399
Bank's liability on acceptances executed and outstanding...               293
Subordinated notes and debentures .........................             9,467
Other liabilities .........................................            30,651
TOTAL LIABILITIES .........................................           504,437
Minority Interest in consolidated subsidiaries.............               116

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..............                 0
Common stock ..............................................             1,476
Surplus  (exclude all surplus related to preferred stock)..            16,020
Retained earnings..........................................            16,149
Accumulated other comprehensive income.....................              (372)
Other equity capital components............................                 0
TOTAL EQUITY CAPITAL ......................................            33,273
                                                                   ----------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL             $537,826
                                                                   ==========

I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this
Report of Condition has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.

                              JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the
correctness of this Report of Condition and
declare that it has been examined by us, and to
the best of our knowledge and belief has been
prepared in conformance with the in- structions
issued by the appropriate Federal regulatory
authority and is true and correct.

                              WILLIAM B. HARRISON, JR.)
                              HELENE L. KAPLAN        ) DIRECTORS
                              H.W. BECHERER           )

                                      -5-