Exhibit 4.11











                CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

                        as Depositor and Administrator


                                      and


                     CHASE CREDIT CARD OWNER TRUST 2001-5

                                   as Issuer








                                    DEPOSIT

                                      AND

                           ADMINISTRATION AGREEMENT

                         Dated as of October 25, 2001










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                               TABLE OF CONTENTS

                                   ARTICLE I
                                  DEFINITIONS

SECTION 1.1   Definitions..................................................1
SECTION 1.2   Usage of Terms...............................................1

                                  ARTICLE II
                            DEPOSIT OF CERTIFICATE

SECTION 2.1   Deposit of Certificate and Initial Deposit...................1
SECTION 2.2   Closing......................................................2
SECTION 2.3   Books and Records............................................2
SECTION 2.4   Holder of the Series Certificate.............................3

                                  ARTICLE III
                   DEPOSITOR REPRESENTATIONS AND WARRANTIES

SECTION 3.1   Representations and Warranties of Depositor..................3

                                  ARTICLE IV
                                ADMINISTRATION

SECTION 4.1   Duties as Administrator......................................5
SECTION 4.2   Records.....................................................12
SECTION 4.3   [Reserved]..................................................12
SECTION 4.4   Additional Information To Be Furnished to Issuer............12
SECTION 4.5   Independence of Administrator...............................12
SECTION 4.6   No Joint Venture............................................12
SECTION 4.7   Other Activities of Administrator...........................12

                                   ARTICLE V
                                  TERMINATION

SECTION 5.1   Term of Agreement; Resignation and Removal of Administrator.13
SECTION 5.2   Action upon Termination, Resignation or Removal.............15

                                  ARTICLE VI
                                 MISCELLANEOUS

SECTION 6.1   Notices.....................................................15
SECTION 6.2   Amendments..................................................16
SECTION 6.3   Protection of Title to Owner Trust..........................17

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SECTION 6.4   Successors and Assigns......................................18
SECTION 6.5   GOVERNING LAW...............................................18
SECTION 6.6   Headings....................................................18
SECTION 6.7   Counterparts................................................18
SECTION 6.8   Severability................................................18
SECTION 6.9   Not Applicable to Chase Manhattan Bank USA, National
                Association in Other Capacities...........................18
SECTION 6.10  Limitation of Liability of Owner Trustee, Indenture
                Trustee and Administrator.................................18
SECTION 6.11  Third-Party Beneficiary.....................................19
SECTION 6.12  Nonpetition Covenants.......................................19
SECTION 6.13  Liability of Administrator..................................20


Exhibit A         Power of Attorney

                                      ii

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          This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of October 25,
2001 (as amended, supplemented or otherwise modified and in effect from time
to time, this "Agreement"), is made between CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, a national banking association having its principal executive
offices located at 802 Delaware Avenue, Wilmington, Delaware 19801 ("Chase
USA," the "Transferor" or the "Depositor" in its respective capacities as
such), and WILMINGTON TRUST COMPANY, not in its individual capacity but solely
as Owner Trustee of Chase Credit Card Owner Trust 2001-5, a Delaware common
law trust, as issuer (the "Issuer").

                             W I T N E S S E T H :
                             - - - - - - - - - -

          In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

          SECTION 1.1 Definitions. Whenever used in this Agreement, words and
phrases, unless defined herein or the context otherwise requires, shall have
the meanings set forth in the Indenture.

          SECTION 1.2 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a
visible form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Agreement;
references to Persons include their permitted successors and assigns; and the
term "including" means "including without limitation." All references herein
to Articles, Sections, Subsections and Exhibits are references to Articles,
Sections, Subsections and Exhibits contained in or attached to this Agreement
unless otherwise specified, and each such Exhibit is part of the terms of this
Agreement.


                                  ARTICLE II

                            DEPOSIT OF CERTIFICATE


          SECTION 2.1 Deposit of Certificate and Initial Deposit. (a) In
consideration of the Issuer's delivery of the Notes to and upon the order of
the Depositor, the Depositor does hereby transfer, assign, set-over, pledge
and otherwise convey to the Issuer, without recourse (subject to the
Depositor's obligations herein), all right, title, and interest of the
Depositor in, to and under (i) the Series Certificate, and all money,
instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating
thereto), distributed or distributable in respect of the Series Certificate
pursuant to the terms of

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the Series Supplement and the Pooling and Servicing Agreement after the
Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in
the amount of $15,000,000 on the Closing Date.

          This Agreement also shall be deemed to be, and hereby is, a security
agreement within the meaning of the UCC, and the conveyance by the Depositor
provided for in this Agreement shall be deemed to be and hereby is a grant by
the Depositor to the Issuer of a security interest in and to all of the
Depositor's right, title and interest, whether now owned or hereafter
acquired, in, to and under all accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, arising from, or relating to
the Series Certificate and the proceeds thereof, to secure the rights of the
Issuer under this Agreement and the obligations of the Depositor hereunder.
The Depositor and the Issuer shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that the security
interest in the Series Certificate created hereunder will be a perfected
security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.

          It is the intention of the Depositor and the Issuer that (a) the
assignment and transfer herein contemplated constitute a sale of the Series
Certificate, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Issuer and (b) the Series Certificate
not be part of the Depositor's estate in the event of an insolvency of the
Depositor. In the event that such conveyance is deemed to be a pledge to
secure a loan, the Depositor hereby grants to the Issuer a first priority
perfected security interest in all of the Depositor's right, title and
interest in, to and under the Series Certificate, and in all proceeds of the
foregoing, to secure the loan deemed to be made in connection with such pledge
and, in such event, this Agreement shall constitute a security agreement under
applicable law.

          (b) To the extent that the Depositor retains any interest in the
     Series Certificate, the Depositor hereby grants to the Indenture Trustee
     for the benefit of the Holders of the Notes a security interest in all of
     the Depositor's right, title, and interest, whether now owned or
     hereafter acquired, in, to, and under all accounts, general intangibles,
     chattel paper, instruments, documents, money, deposit accounts,
     certificates of deposit, goods, letters of credit, advices of credit, and
     investment property consisting of, arising from, or relating to the
     Series Certificate and the proceeds thereof (collectively, the "Indenture
     Collateral"), to secure the performance of all of the obligations of the
     Depositor under the Indenture and the other Basic Documents. With respect
     to the Indenture Collateral, the Indenture Trustee shall have all of the
     rights it has under the Indenture and the other Basic Documents. The
     Indenture Trustee shall have all of the rights of a secured creditor
     under the UCC in New York and the UCC in Delaware.

          SECTION 2.2 Closing. The sale of the Series Certificate shall take
place at the offices of Simpson Thacher & Bartlett, New York, New York on the
Closing Date, simultaneously with the closing of the other transactions
contemplated by the Basic Documents.

          SECTION 2.3 Books and Records.

          (a) In connection with the transfer, assignment, set-over, pledge
     and conveyance set forth in Section 2.1, the Depositor agrees to record
     and file, at its own

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     expense, any financing statements (and continuation statements with
     respect to such financing statements when applicable) required to be
     filed with respect to the Series Certificate assigned by the Depositor
     hereunder, meeting the requirements of applicable state law in such
     manner and in such jurisdictions as are necessary under applicable law to
     perfect the transfer, assignment, set-over, pledge and conveyance of the
     Series Certificate to the Issuer, and to deliver a file-stamped copy of
     such financing statements or other evidence of such filings to the Issuer
     on or prior to the Closing Date (excluding such continuation and similar
     statements, which shall be delivered promptly after filing).

          (b) In connection with the transfer, assignment, set-over, pledge
     and conveyance hereunder, the Depositor further agrees, at its own
     expense, on or prior to the Closing Date to cause the Master Trust
     Trustee to register the Issuer as the registered owner of the Series
     Certificate.

          SECTION 2.4 Holder of the Series Certificate. For so long as the
Series Certificate is pledged to the Indenture Trustee under the Indenture,
the Indenture Trustee initially shall be deemed to be the holder of the Series
Certificate for all purposes under the Pooling and Servicing Agreement and the
Series Supplement. To the extent the Series Certificate is sold or otherwise
transferred, subject to the provisions of Section 5.4 of the Indenture and
Section 16 of the Series Supplement, to a third-party in connection with the
sale or liquidation of the Owner Trust Estate pursuant to the provisions of
the Indenture, such transferee shall be deemed to be the holder of the Series
Certificate for all purposes under the Pooling and Servicing Agreement and the
Series Supplement.


                                 ARTICLE III

                   DEPOSITOR REPRESENTATIONS AND WARRANTIES

          SECTION 3.1 Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties with respect to
the Series Certificate on which the Issuer is deemed to have relied in
acquiring the Series Certificate. Such representations and warranties speak as
of the execution and delivery of this Agreement, but shall survive the
transfer and assignment of the Series Certificate to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.

          (a) Title. It is the intention of the Depositor (i) that the
     transfer contemplated in subsection 2.1(a) herein constitute either (A) a
     sale of the Series Certificate, or (B) a grant of a valid and continuing
     security interest therein from the Depositor to the Issuer which security
     interest is prior to all other Liens and is enforceable against creditors
     and purchasers from the Depositor and (ii) to the extent that the
     Depositor retains any interest in the Series Certificate after the
     transfer contemplated by subsection 2.1(a) herein, that the grant
     contemplated in subsection 2.1(b) herein constitute a grant of a
     perfected security interest therein from the Depositor to the Indenture
     Trustee for the benefit of the Holders of the Notes and that the
     beneficial interest in the title to the Series Certificate not be part of
     the debtor's estate in the event of the filing of a bankruptcy petition
     by or against the Depositor under any bankruptcy law. Other than


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<PAGE>


     pursuant to this Agreement, the Series Certificate has not been sold,
     transferred, assigned or pledged by the Depositor to any Person.
     Immediately prior to the transfer and assignment herein contemplated, the
     Depositor owned and had good and marketable title to the Series
     Certificate, free and clear of all Liens, claims, rights or encumbrances
     of others and, immediately upon the transfer thereof, the Issuer shall
     have good and marketable title to the Series Certificate, free and clear
     of all liens, claims, rights or encumbrances of others or a first
     priority perfected security interest therein. The Depositor has not
     authorized the filing of and is not aware of any financing statements
     against the Depositor that include a description of collateral covering
     the Series Certificate other than any financing statement relating to the
     security interest granted to the Issuer hereunder or the security
     interest granted by the Issuer to the Indenture Trustee. The Depositor
     has no actual knowledge of any current statutory or other non-consensual
     liens, including any judgment or tax lien filings against the Debtor, to
     which the Series Certificate is subject.

          (b) Certificated Security. The Series Certificate constitutes a
     "certificated security" within the meaning of the applicable UCC.

          (c) Delivery of Series Certificate. The sole original executed copy
     of the Series Certificate has been delivered to the Issuer and has been
     registered in the name of the Issuer. The Series Certificate has no marks
     or notations indicating that it has been pledged, assigned or otherwise
     conveyed to any Person other than the Issuer, provided that the Series
     Certificate with an undated bond power covering the Series Certificate,
     duly executed by the Issuer and endorsed in blank, shall be delivered to
     the Indenture Trustee, and the Indenture Trustee shall maintain
     possession of the Series Certificate for the benefit of the Holders of
     the Notes, subject to the terms of the Indenture.

          (d) No Consents Required. All approvals, authorizations, consents,
     orders or other actions of any Person or of any Governmental Authority
     required in connection with the execution and delivery by the Depositor
     of this Agreement or any other Basic Document, the performance by the
     Depositor of the transactions contemplated by this Agreement or any other
     Basic Document and the fulfillment by the Depositor of the terms hereof
     and thereof have been obtained or have been completed and are in full
     force and effect (other than approvals, authorizations, consents, orders
     and other actions which if not obtained or completed or in full force or
     effect would not have a material adverse effect on the Depositor or the
     Issuer or upon the collectibility of the proceeds from the Series
     Certificate or upon the ability of the Depositor to perform its
     obligations under this Agreement).

          (e) Transfers Comply. Each of (i) the transfer of the Series
     Certificate by the Depositor to the Issuer pursuant to the terms of this
     Agreement, (ii) the pledge of the Series Certificate by the Depositor to
     the Indenture Trustee for the benefit of the Holders of the Notes
     pursuant to the terms of this Agreement, and (iii) the pledge of the
     Series Certificate by the Issuer to the Indenture Trustee pursuant to the
     terms of the Indenture, comply with the provisions of the Pooling and
     Servicing Agreement and the Series Supplement relating to the transfers
     of the Series Certificate.


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          (f) All Actions Taken. All actions necessary under the applicable
     UCC in any jurisdiction to be taken (i) to give the Issuer a first
     priority perfected security interest or ownership interest in the Series
     Certificate, and (ii) to give the Indenture Trustee a first priority
     perfected security interest therein (including, without limitation, UCC
     filings with the Delaware Secretary of State), in each case subject to
     any statutory or other non-consensual liens with respect to the Series
     Certificate, have been taken. The Depositor has no actual knowledge of
     any current statutory or other non-consensual liens to which the Series
     Certificate is subject.


                                  ARTICLE IV

                                ADMINISTRATION

          SECTION 4.1 Duties as Administrator.

     (a) Duties with Respect to the Basic Documents. The Administrator agrees
to perform all its duties as Administrator hereunder. The Administrator shall
monitor the performance of the Issuer and shall advise the Issuer and the
Owner Trustee when action is necessary to comply with the Issuer's duties
under the Indenture or with the Owner Trustee's duties under the Trust
Agreement. The Administrator shall prepare for execution by the Issuer or the
Owner Trustee or shall cause the preparation by other appropriate persons of
all such documents, reports, filings, instruments, certificates and opinions
as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to the Basic Documents or under applicable law (including tax
and securities laws). In furtherance of the foregoing, the Administrator shall
take all appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to this Agreement or the Indenture including, without
limitation, such of the foregoing as are required with respect to the
following matters under this Agreement and the Indenture (references are to
sections of the Indenture):

               (i) the preparation of or obtaining of the documents and
          instruments required for authentication of the Notes, if any, and
          delivery of the same to the Indenture Trustee (Sections 2.2 and
          2.3);

               (ii) the duty to cause the Note Register to be kept and to give
          the Indenture Trustee notice of any appointment of a new Note
          Registrar and the location, or change in location, of the Note
          Register and the office or offices where Notes may be surrendered
          for registration of transfer or exchange (Section 2.4);

               (iii) the notification of Noteholders of the final principal
          payment on their Notes (subsection 2.7(h));

               (iv) the preparation, obtaining or filing of the instruments,
          opinions and certificates and other documents required for the
          release of collateral (Section 2.9);

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               (v) the preparation of Definitive Notes and arranging the
          delivery thereof (Section 2.12);

               (vi) the duty to cause newly appointed Paying Agents, if any,
          to deliver to the Indenture Trustee the instrument specified in the
          Indenture regarding funds held in trust (Section 2.14);

               (vii) to select Reference Banks, if necessary, or other banks
          from which quotes are obtained for the purpose of determining LIBOR
          (Section 2.16);

               (viii) the maintenance of an office or agency in the City of
          New York for registration of transfer or exchange of Notes (Section
          3.2);

               (ix) the direction to Paying Agents to pay to the Indenture
          Trustee all sums held in trust by such Paying Agents (Section 3.3);

               (x) the obtaining and preservation of the Issuer's
          qualification to do business in each jurisdiction in which such
          qualification is or shall be necessary to protect the validity and
          enforceability of the Indenture, the Notes, the Collateral and each
          other instrument and agreement included in the Owner Trust Estate
          (Section 3.4);

               (xi) the preparation of all supplements, amendments, financing
          statements, continuation statements, if any, instruments of further
          assurance and other instruments, in accordance with Section 3.5 of
          the Indenture, necessary to protect the Owner Trust Estate (Section
          3.5);

               (xii) the obtaining of the Opinion of Counsel on the Closing
          Date and the annual delivery of Opinions of Counsel, in accordance
          with Section 3.6 of the Indenture, as to the Owner Trust Estate, and
          the annual delivery of the Officer's Certificate and certain other
          statements, in accordance with Section 3.9 of the Indenture, as to
          compliance with the Indenture (Sections 3.6 and 3.9);

               (xiii) the identification to the Indenture Trustee in an
          Officer's Certificate of a Person with whom the Issuer has
          contracted to perform its duties under the Indenture (subsection
          3.7(b));

               (xiv) the notification of the Indenture Trustee and the Note
          Rating Agencies of a Master Trust Servicer Default pursuant to the
          Pooling and Servicing Agreement and, if such Master Trust Servicer
          Default arises from the failure of the Servicer to perform any of
          its duties under the Pooling and Servicing Agreement, the taking of
          all reasonable steps available to remedy such failure (subsection
          3.7(d));

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<PAGE>

               (xv) the preparation and obtaining of documents and instruments
          required for the release of the Issuer from its covenants and
          agreements under the Indenture (subsection 3.11(b));

               (xvi) the delivery of notice to the Indenture Trustee of each
          Event of Default and each default by the Depositor under this
          Agreement (Section 3.18);

               (xvii) the taking of such further acts as may be reasonably
          necessary or proper to carry out more effectively the purpose of the
          Indenture or to compel or secure the performance and observance by
          the Depositor of its obligations under this Agreement (Sections 3.19
          and 5.16);

               (xviii) the monitoring of the Issuer's obligations as to the
          satisfaction and discharge of the Indenture and the preparation of
          an Officer's Certificate and the obtaining of the Opinion of Counsel
          and the Independent Certificate relating thereto (Section 4.1);

               (xix) the compliance with any written directive of the
          Indenture Trustee with respect to the sale of the Owner Trust Estate
          if an Event of Default shall have occurred and be continuing
          (Section 5.4);

               (xx) providing the Indenture Trustee with the information
          necessary to deliver to each Noteholder such information as may be
          reasonably required to enable such Holder to prepare its United
          States federal and state, local income or franchise tax returns
          (Section 6.6);

               (xxi) the preparation and delivery of notice to Noteholders of
          the removal of the Indenture Trustee and the appointment of a
          successor Indenture Trustee (Section 6.8);

               (xxii) the preparation of any written instruments required to
          confirm more fully the authority of any co-trustee or separate
          trustee and any written instruments necessary in connection with the
          resignation or removal of the Indenture Trustee or any co-trustee or
          separate trustee (Sections 6.8 and 6.10);

               (xxiii) the furnishing of the Indenture Trustee with the names
          and addresses of Noteholders during any period when the Indenture
          Trustee is not the Note Registrar (Section 7.1);

               (xxiv) the preparation and, after execution by the Issuer, the
          filing with the Commission and any applicable state agencies and the
          Indenture Trustee of documents required to be filed on a periodic
          basis with, and summaries thereof as may be required by rules and
          regulations prescribed by, the Commission and any applicable state
          agencies and the transmission of such summaries, as necessary, to
          the Noteholders (Section 7.4);


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<PAGE>

               (xxv) the obtaining of an Officer's Certificate, Opinion of
          Counsel and Independent Certificates, if necessary, for the release
          of the Owner Trust Estate as defined in the Indenture (Sections 8.4
          and 8.5);

               (xxvi) the preparation of Issuer Orders and Issuer Requests and
          the obtaining of Opinions of Counsel with respect to the execution
          of supplemental indentures and the mailing to the Noteholders of
          notices with respect to such supplemental indentures (Sections 9.1
          and 9.2);

               (xxvii) the execution of new Notes conforming to any
          supplemental indenture (Section 9.5);

               (xxviii) providing the Indenture Trustee with the form of
          notice necessary to deliver the notification of Noteholders of
          redemption of the Notes (Section 10.2);

               (xxix) the preparation of all Officer's Certificates, Opinions
          of Counsel and Independent Certificates with respect to any requests
          by the Issuer to the Indenture Trustee to take any action under the
          Indenture (Section 11.1(a));

               (xxx) the preparation and delivery of Officer's Certificates
          and the obtaining of Independent Certificates, if necessary, for the
          release of property from the lien of the Indenture (Section
          11.1(b));

               (xxxi) the preparation and delivery to the Noteholders and the
          Indenture Trustee of any agreements with respect to alternate
          payment and notice provisions (Section 11.6); and

               (xxxii) the recording of the Indenture, if applicable (Section
          11.15).

          (b) Additional Duties.

               (i) In addition to the duties of the Administrator set forth
          above, the Administrator shall keep all books and records, perform
          such calculations and shall prepare for execution by the Issuer or
          the Owner Trustee or shall cause the preparation by other
          appropriate persons of all such documents, reports, filings,
          instruments, certificates and opinions as it shall be the duty of
          the Issuer or the Owner Trustee to keep, perform, prepare, file or
          deliver pursuant to any of the Basic Documents and at the request of
          the Owner Trustee shall take all appropriate action that it is the
          duty of the Issuer or the Owner Trustee to take pursuant to the
          Basic Documents. Subject to Section 5 of this Agreement, and in
          accordance with the directions of the Owner Trustee, the
          Administrator shall administer, perform or supervise the performance
          of such other activities in connection with the Owner Trust Estate
          (including the Basic Documents) as are not covered by any of the
          foregoing provisions and as are expressly requested by the Owner
          Trustee and are reasonably within the capability of the
          Administrator.

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<PAGE>

               (ii) Notwithstanding anything in this Agreement or the other
          Basic Documents to the contrary, the Administrator shall be
          responsible for promptly notifying the Indenture Trustee in the
          event that any withholding tax is imposed on the Issuer's payments
          (or allocations of income) to a Noteholder. Any such notice shall
          specify the amount of any withholding tax required to be withheld by
          the Owner Trustee pursuant to such provision.

               (iii) Notwithstanding anything in this Agreement or the other
          Basic Documents to the contrary, the Administrator shall be
          responsible for (A) performance of the duties of the Owner Trustee
          and the Issuer set forth in Sections 2.7, 2.10, 2.11, 2.12, 2.13(d),
          5.16, 6.7, 6.10, and 10.1 of the Indenture with respect to, among
          other things, accounting and reports to the Certificateholder and
          the maintenance of certain accounts and (B) the preparation,
          execution and filing of all documents required by tax and securities
          laws relating to the Issuer.

               (iv) The Administrator may satisfy its obligations with respect
          to clauses (ii) and (iii) above by retaining, at the expense of the
          Administrator, a firm of independent public accountants (the
          "Accountants") acceptable to the Indenture Trustee which shall
          perform the obligations of the Administrator thereunder.

               (v) The Administrator shall perform the duties of the
          Administrator specified in Sections 9.2 and 9.3 of the Trust
          Agreement required to be performed in connection with the
          resignation or removal of the Owner Trustee, the duties of the
          Administrator specified in Section 9.5 of the Trust Agreement
          required to be performed in connection with the appointment and
          payment of co-Trustees, and any other duties expressly required to
          be performed by the Administrator under the Trust Agreement.

               (vi) In carrying out the foregoing duties or any of its other
          obligations under this Agreement, the Administrator may enter into
          transactions with or otherwise deal with any of its Affiliates;
          provided, however, that the terms of any such transactions or
          dealings shall be in accordance with any directions received from
          the Issuer and shall be, in the Administrator's opinion, no less
          favorable to the Issuer than would be available from unaffiliated
          parties.

               (vii) It is the intention of the parties hereto that the
          Administrator shall, and the Administrator hereby agrees to, execute
          on behalf of the Issuer or the Owner Trustee all such documents,
          reports, filings, instruments, certificates and opinions as it shall
          be the duty of the Issuer or the Owner Trustee to prepare, file or
          deliver pursuant to the Basic Documents. In furtherance thereof, the
          Owner Trustee shall, on behalf of itself and of the Issuer, execute
          and deliver to the Administrator, and to each successor
          Administrator appointed pursuant to the terms hereof, one or more
          powers of attorney substantially in the form of Exhibit A hereto,
          appointing the Administrator the attorney-in-fact of the Owner
          Trustee and the Issuer for the purpose of executing on behalf of the
          Owner

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<PAGE>

          Trustee and the Issuer all such documents, reports, filings,
          instruments, certificates and opinions.

               (c) Non-Ministerial Matters. (i) With respect to matters that
          in the reasonable judgment of the Administrator are non-ministerial,
          the Administrator shall not take any action unless within a
          reasonable time before the taking of such action, the Administrator
          shall have notified the Owner Trustee of the proposed action and the
          Owner Trustee shall not have withheld consent or provided an
          alternative direction. For the purpose of the preceding sentence,
          "non-ministerial matters" shall include, without limitation:

               (A) the initiation of any claim or lawsuit by the Issuer and
          the compromise of any action, claim or lawsuit brought by or against
          the Issuer (other than in connection with the collection of the
          Receivables);

               (B) the amendment, change or modification of the Basic
          Documents;

               (C) the appointment of successor Note Registrars, successor
          Paying Agents and successor Indenture Trustees pursuant to the
          Indenture or the appointment of successor Administrators or the
          consent to the assignment by the Note Registrar, the Paying Agent or
          the Indenture Trustee of its obligations under the Indenture; and

               (D) the removal of the Indenture Trustee.

                    (ii) Notwithstanding anything to the contrary in this
               Agreement, the Administrator shall not be obligated to, and
               shall not, (x) make any payments to the Noteholders or the
               Certificateholder under the Basic Documents, (y) sell the Owner
               Trust Estate pursuant to the Indenture other than pursuant to a
               written directive of the Indenture Trustee or (z) take any
               action that the Issuer directs the Administrator not to take on
               its behalf.

               (d) Reports by the Administrator. On or prior to each Transfer
          Date, the Administrator will provide to the Indenture Trustee for
          the Indenture Trustee to forward to each Noteholder of record, and
          to the Owner Trustee, a statement setting forth (to the extent
          applicable) the following information as to the Notes with respect
          to the related Payment Date or the period since the previous Payment
          Date, as applicable:

                         (i) the amount of the distribution allocable to
                    principal of the Notes;

                         (ii) the amount of the distribution allocable to
                    interest on or with respect to the Notes;

                         (iii) the aggregate outstanding principal balance of
                    the Notes after giving effect to all payments reported
                    under clause (i) above on such date; and


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<PAGE>

                         (iv) the amount, if any, on deposit in the Owner
                    Trust Spread Account on such Payment Date, after giving
                    effect to all transfers and withdrawals therefrom and all
                    transfers and deposits thereto on such Payment Date, and
                    the amount required to be on deposit in the Owner Trust
                    Spread Account on such date.

          Each amount set forth pursuant to clauses (i) and (ii) above will be
expressed as a dollar amount per $1,000 of the initial principal balance of
the Notes.

               (e) Owner Trust Accounts. The Administrator shall establish and
          maintain, (i) in the name of the Indenture Trustee, for the benefit
          of the Noteholders, an Eligible Deposit Account (the "Note
          Distribution Account"), bearing a designation clearly indicating
          that the funds deposited therein are held for the benefit of the
          Noteholders. The Administrator shall establish and maintain, in the
          name of the Indenture Trustee, for the benefit of the Class C
          Noteholders (and, to the extent expressly provided in the Indenture,
          the Certificateholder), an Eligible Deposit Account (the "Owner
          Trust Spread Account"), and, together with the Note Distribution
          Account, the "Owner Trust Accounts"), bearing a designation clearly
          indicating that the funds deposited therein are held for the benefit
          of the Class C Noteholders. The Indenture Trustee shall possess all
          right, title and interest in all funds on deposit from time to time
          in the Owner Trust Accounts and in all proceeds thereof. The Note
          Distribution Account shall be under the sole dominion and control of
          the Indenture Trustee for the benefit of the Noteholders. The Owner
          Trust Spread Account shall be under the sole dominion and control of
          the Indenture Trustee for the benefit of the Class C Noteholders
          (and, to the extent expressly provided in the Indenture, the
          Certificateholder). If, at any time, any Owner Trust Account ceases
          to be an Eligible Deposit Account, the Administrator shall notify
          the Indenture Trustee, and the Indenture Trustee upon being notified
          (or the Administrator on its behalf) shall, within 10 Business Days,
          establish a new Owner Trust Account which meets the conditions
          specified in the definition of Eligible Deposit Account, and shall
          transfer any cash or any investments to such new Owner Trust
          Account. The Indenture Trustee, at the direction of the
          Administrator, shall make withdrawals from the Owner Trust Accounts
          from time to time, in the amounts and for the purposes set forth in
          the Indenture.

          Funds on deposit in the Owner Trust Spread Account shall be invested
at the direction of the Administrator by the Indenture Trustee or the Paying
Agent in Permitted Investments. The Indenture Trustee shall maintain for the
benefit of the Noteholders and the Series Certificateholder possession of the
negotiable instruments or securities, if any, evidencing such Permitted
Investments. No Permitted Investment shall be disposed of prior to its
maturity.

          To the extent so instructed by the Administrator on any Transfer
Date, the Indenture Trustee or the Paying Agent shall, if the amount on
deposit in the Owner Trust Spread Account is greater than the Required Owner
Trust Spread Account Amount for such Transfer Date, pay the amount of such
excess to the Certificateholder pursuant to the Indenture.

          SECTION 4.2 Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and


                                      11
<PAGE>

records shall be accessible for inspection by the Issuer, the Owner Trustee,
the Indenture Trustee and the Depositor at any time during normal business
hours.

          SECTION 4.3 [Reserved]

          SECTION 4.4 Additional Information To Be Furnished to Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request,
including notification of Noteholders pursuant to Section 4.1(a) hereof.

          SECTION 4.5 Independence of Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not
be subject to the supervision of the Issuer or the Owner Trustee with respect
to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer or the Owner Trustee, as
the case may be, the Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise
be deemed an agent of the Issuer or the Owner Trustee.

          SECTION 4.6 No Joint Venture. Nothing contained in this Agreement
shall (i) constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) be construed to impose
any liability as such on any of them or (iii) be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or
liability on behalf of the others.

          SECTION 4.7 Other Activities of Administrator. (a) Nothing herein
shall prevent the Administrator or its affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.

          (b) The Administrator and its affiliates may generally engage in any
     kind of business with any person party to a Basic Document, any of its
     affiliates and any person who may do business with or own securities of
     any such person or any of its affiliates, without any duty to account
     therefor to the Issuer, the Owner Trustee or the Indenture Trustee.


          SECTION 4.8 Net Deposits. As an administrative convenience, so long
as Chase USA is the Administrator and the Certificateholder, the Administrator
will be permitted to make the deposit of amounts with respect to the Series
Certificate for or with respect to any Monthly Period net of distributions to
be made to the Certificateholder with respect to such Monthly Period. The
Administrator, however, will account to the Owner Trustee, the Indenture
Trustee and the Noteholders as if the amounts paid to the Certificateholder
were paid pursuant to the Indenture.


                                      12
<PAGE>

                                  ARTICLE V

                                  TERMINATION

          SECTION 5.1 Term of Agreement; Resignation and Removal of
Administrator. This Agreement shall continue in force until (i) the
termination of the Issuer and (ii) the satisfaction and discharge of the
Indenture in accordance with Section 4.1 of the Indenture, upon which event
this Agreement shall automatically terminate.

          (a) Subject to subsections 5.1(d) and (e), the Administrator may
     resign its duties hereunder by providing the Issuer and the Owner Trustee
     with at least 60 days' prior written notice.

          (b) Subject to subsections 5.1(d) and (e), the Issuer may remove the
     Administrator without cause by providing the Administrator with at least
     60 days' prior written notice; provided however, that if any Notes are
     outstanding at the time of the removal, the Rating Agency Condition shall
     have first been satisfied in connection with such removal.

          (c) Subject to subsections 5.1(d) and (e), at the sole option of the
     Issuer, the Administrator may be removed immediately upon written notice
     of termination from the Issuer to the Administrator if any of the
     following events shall occur:

               (i) the Administrator shall default in the performance of any
          of its duties under this Agreement and, after notice of such
          default, shall not cure such default within 10 days (or, if such
          default cannot be cured in such time, shall not give within ten days
          such assurance of cure as shall be reasonably satisfactory to the
          Issuer);

               (ii) a court having jurisdiction in the premises shall enter a
          decree or order for relief, and such decree or order shall not have
          been vacated within 60 days, in respect of the Administrator in any
          involuntary case under any applicable bankruptcy, insolvency or
          other similar law now or hereafter in effect or appoint a receiver,
          liquidator, assignee, custodian, trustee, sequestrator or similar
          official for the Administrator or any substantial part of its
          property or order the winding-up or liquidation of its affairs; or

               (iii) the Administrator shall commence a voluntary case under
          any applicable bankruptcy, insolvency or other similar law now or
          hereafter in effect, shall consent to the entry of an order for
          relief in an involuntary case under any such law, or shall consent
          to the appointment of a receiver, liquidator, assignee, trustee,
          custodian, sequestrator or similar official for the Administrator or
          any substantial part of its property, shall consent to the taking of
          possession by any such official of any substantial part of its
          property, shall make any general assignment for the benefit of
          creditors or shall fail generally to pay its debts as they become
          due.

                                      13
<PAGE>

          The Administrator agrees that if any of the events specified in
clause (ii) or (iii) of this subsection 5.1(c) shall occur, it shall give
written notice thereof to the Issuer, the Owner Trustee and the Indenture
Trustee within seven days after the happening of such event.

          (d) No resignation or removal of the Administrator pursuant to this
     Section shall be effective until (i) a successor Administrator shall have
     been appointed by the Issuer and (ii) such successor Administrator shall
     have agreed in writing to be bound by the terms of this Agreement in the
     same manner as the Administrator is bound hereunder.

          (e) The appointment of any successor Administrator shall be
     effective only after the satisfaction of the Rating Agency Condition with
     respect thereto.

          (f) A successor Administrator shall execute, acknowledge and deliver
     a written acceptance of its appointment hereunder to the resigning
     Administrator and to the Issuer. Thereupon the resignation or removal of
     the resigning Administrator shall become effective, and the successor
     Administrator shall have all the rights, powers and duties of the
     Administrator under the Indenture. The successor Administrator shall mail
     a notice of its succession to the Noteholders and the Certificateholder.
     The resigning Administrator shall promptly transfer or cause to be
     transferred all property and any related agreements, documents and
     statements held by it as Administrator to the successor Administrator and
     the resigning Administrator shall execute and deliver such instruments
     and do other things as may reasonably be required for fully and certainly
     vesting in the successor Administrator all rights, powers, duties and
     obligations hereunder.

          (g) In no event shall a resigning Administrator be liable for the
     acts or omissions of any successor Administrator hereunder.

          (h) In the exercise or administration of its duties hereunder and
     under the other Basic Documents, the Administrator may act directly or
     through its agents or attorneys pursuant to agreements entered into with
     any of them, and the Administrator shall not be liable for the conduct or
     misconduct of such agents or attorneys if such agents or attorneys shall
     have been selected by the Administrator with due care.

          SECTION 5.2 Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant to
subsection 5.1(a) or the resignation or removal of the Administrator pursuant
to subsection 5.1 (b) or (c), respectively, the Administrator shall be
entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
forthwith upon termination pursuant to subsection 5.1(a) deliver to the Issuer
all property and documents of or relating to the Collateral then in the
custody of the Administrator. In the event of the resignation or removal of
the Administrator pursuant to subsection 5.1(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.

          SECTION 5.3 Acquisition of Owner Trust Estate. If Chase USA
exercises its option to accept retransfer of the Series Certificate pursuant
to Section 4 of the Series

                                      14
<PAGE>

Supplement, the Depositor shall (a) acquire the Series Certificate and all
rights related thereto, which acquisition shall be effective as of the date on
which such retransfer occurs, (b) deliver notice of such acquisition to the
Indenture Trustee on or prior to the related Transfer Date, (c) deposit, on
its own behalf and on behalf of the Issuer pursuant to Section 10.1 of the
Indenture, in the Note Distribution Account on or prior to the related
Transfer Date, an amount equal to the Redemption Price and (d) succeed to all
interests in and to the Issuer.

                                  ARTICLE VI

                                 MISCELLANEOUS

          SECTION 6.1 Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:

          if to the Issuer or the Owner Trustee, to

               Chase Credit Card Owner Trust 2001-5
               c/o Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, DE 19890-0001
               Attention: Corporate Trust Administration

          with a copy to:

               Richards, Layton & Finger
               One Rodney Square
               Wilmington, DE  19899
               Attention:  Eric Mazie

          if to the Administrator, to

               Chase Manhattan Bank USA, National Association
               500 Stanton Christiana Road, Floor 1
               Newark, DE  19713
               Attention: Patricia M. Garvey

          if to the Indenture Trustee, to

               The Bank of New York
               5 Penn Plaza, 16th Floor
               New York, NY  10001
               Attention: Corporate Trust Administration

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by


                                      15
<PAGE>

certified mail, postage prepaid, or hand-delivered to the address of such
party as provided above, except that notices to the Indenture Trustee are
effective only upon receipt.

          SECTION 6.2 Amendments. This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Issuer, the
Administrator and the Depositor, with the written consent of the Indenture
Trustee and without the consent of the Noteholders or the Certificateholder,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholder; provided,
however, that a copy thereof shall have been delivered to the Note Rating
Agencies and that such amendment will not (i) as evidenced by an Officer's
Certificate of the Depositor addressed and delivered to the Owner Trustee and
the Indenture Trustee, materially and adversely affect the interests of any
Noteholder or the Certificateholder or significantly change the purposes and
activities of the Issuer and (ii) as evidenced by an Opinion of Counsel
addressed to the Owner Trustee and the Indenture Trustee, cause the Issuer to
be classified as an association (or a publicly traded partnership) taxable as
a corporation for federal income tax purposes. This Agreement may also be
amended by the Issuer, the Administrator and the Depositor with the written
consent of the Indenture Trustee and the Holders of Notes evidencing a
majority in the Outstanding Amount of the Notes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or
the Certificateholder; provided, however, that, a copy thereof shall have been
delivered to the Note Rating Agencies and that without the consent of the
holders of all of the Notes then Outstanding, no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Series Certificate or distributions
that are required to be made for the benefit of the Noteholders or (ii) reduce
the aforesaid percentage of the Holders of Notes which are required to consent
to any such amendment, without the consent of the Holders of all the
Outstanding Notes.

          It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof.

          SECTION 6.3 Protection of Title to Owner Trust.

          (a) The Depositor shall take all actions necessary and the Issuer
     shall cooperate with the Depositor, if applicable, to perfect, and
     maintain perfection of, the interests of the Issuer in the Series
     Certificate. The Depositor shall execute and file and cause to be
     executed and filed such financing statements and continuation statements,
     all in such manner and in such places as may be required by law fully to
     perfect, maintain, and protect the interest of the Issuer in the Series
     Certificate and in the proceeds thereof and the interest of the Indenture
     Trustee in the Owner Trust Estate and the proceeds thereof. The Depositor
     shall deliver (or cause to be delivered) to the Owner Trustee and the
     Indenture Trustee file-stamped copies of, or filing receipts for, any
     document filed as provided above, as soon as available following such
     filing.

          (b) The Depositor shall not change its name, identity or corporate
     structure in any manner that would, could or might make any financing
     statement or


                                      16
<PAGE>

     continuation statement filed in accordance with paragraph (a) above or
     otherwise seriously misleading within the meaning of 9-402(7) of the UCC
     (regardless of whether such a filing was ever made), unless it shall have
     given the Owner Trustee and the Indenture Trustee at least five days'
     prior written notice thereof and, if applicable, shall have timely filed
     appropriate amendments to any and all previously filed financing
     statements or continuation statements (so that the interest of the Issuer
     or the Indenture Trustee is not adversely affected).

          (c) Each of the Depositor and the Administrator shall have an
     obligation to give the Owner Trustee and the Indenture Trustee at least
     60 days' prior written notice of any relocation of its principal
     executive office if, as a result of such relocation, the applicable
     provisions of the UCC would require the filing of any amendment of any
     previously filed financing or continuation statement or of any new
     financing statement (regardless of whether such a filing was ever made)
     and shall promptly, if applicable, file any such amendment.

          (d) The Administrator shall permit the Indenture Trustee and its
     agents at any time following reasonable notice and during normal business
     hours to inspect, audit and make copies of and abstracts from the
     Administrator's records regarding the Series Certificate.

          (e) The Administrator shall, to the extent required by applicable
     law, cause the Notes to be registered with the Commission pursuant to
     Section 12(b) or Section 12(g) of the Exchange Act within the time
     periods specified in such sections.

          SECTION 6.4 Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously consented
to in writing by the Issuer and the Owner Trustee and subject to satisfaction
of the Rating Agency Condition with respect thereto. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

          SECTION 6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

          SECTION 6.6 Headings. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.


                                      17
<PAGE>

          SECTION 6.7 Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.

          SECTION 6.8 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

          SECTION 6.9 Not Applicable to Chase Manhattan Bank USA, National
Association in Other Capacities. Nothing in this Agreement shall affect any
obligation Chase Manhattan Bank USA, National Association may have in any
other capacity.

          SECTION 6.10 Limitation of Liability of Owner Trustee, Indenture
Trustee and Administrator. (a) Notwithstanding anything contained herein to
the contrary, this instrument has been signed by Wilmington Trust Company not
in its individual capacity but solely as Owner Trustee for the Chase Credit
Card Owner Trust 2001-5 and in no event shall Wilmington Trust Company in its
individual capacity or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder, as to all of which recourse shall be had
solely to the assets of the Issuer.

          (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by The Bank of New York, not in its individual
capacity but solely as Indenture Trustee, and in no event shall The Bank of
New York have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

          (c) No recourse under any obligation, covenant or agreement of the
Issuer contained in this Agreement shall be had against any agent of the
Issuer (including the Administrator) as such by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is
solely an obligation of the Issuer as a Delaware common law trust, and that no
personal liability whatever shall attach to or be incurred by any agent of the
Issuer (including the Administrator), as such, under or by reason of any of
the obligations, covenants or agreements of the Issuer contained in this
Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Issuer of any such obligations, covenants or agreements,
either at common law or at equity, or by statute or constitution, of every
such agent is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement.

          SECTION 6.11 Third-Party Beneficiary. Each of the Owner Trustee and
the Indenture Trustee is a third-party beneficiary to this Agreement and is
entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto. The Administrator agrees to compensate
and indemnify the Indenture Trustee pursuant to Section 6.7 of the Indenture.


                                      18
<PAGE>

          SECTION 6.12 Nonpetition Covenants.

          (a) Notwithstanding any prior termination of this Agreement, the
     Depositor shall not at any time with respect to the Issuer or the Master
     Trust, acquiesce, petition or otherwise invoke or cause the Issuer or the
     Master Trust to invoke the process of any court or government authority
     for the purpose of commencing or sustaining a case against the Issuer or
     the Master Trust under any Federal or state bankruptcy, insolvency or
     similar law or appointing a receiver, conservator, liquidator, assignee,
     trustee, custodian, sequestrator or other similar official of the Issuer
     or the Master Trust or any substantial part of its property, or ordering
     the winding up or liquidation of the affairs of the Issuer or the Master
     Trust; provided, however, that this subsection 6.12(a) shall not operate
     to preclude any remedy described in Article V of the Indenture.

          (b) Notwithstanding any prior termination of this Agreement, the
     Issuer shall not at any time with respect to the Master Trust, acquiesce,
     petition or otherwise invoke or cause the Master Trust to invoke the
     process of any court or government authority for the purpose of
     commencing or sustaining a case against the Master Trust under any
     Federal or state bankruptcy, insolvency or similar law or appointing a
     receiver, conservator, liquidator, assignee, trustee, custodian,
     sequestrator or other similar official of the Master Trust or any
     substantial part of its property, or ordering the winding up or
     liquidation of the affairs of the Master Trust; provided, however, that
     this subsection 6.12(b) shall not operate to preclude any remedy
     described in Article V of the Indenture.

          SECTION 6.13 Liability of Administrator. Notwithstanding any
provision of this Agreement, the Administrator shall not have any obligations
under this Agreement other than those specifically set forth herein, and no
implied obligations of the Administrator shall be read into this Agreement.
Neither the Administrator nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken in good
faith by it or them under or in connection with this Agreement, except for its
or their own gross negligence or willful misconduct and in no event shall the
Administrator be liable under or in connection with this Agreement for
indirect, special, or consequential losses or damages of any kind, including
lost profits, even if advised of the possibility thereof and regardless of the
form of action by which such losses or damages may be claimed. Without
limiting the foregoing, the Administrator may (a) consult with legal counsel
(including counsel for the Issuer), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts and (b) shall incur no liability under or in respect of
this Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper party
or parties.

                                      19

<PAGE>



          IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

                                    CHASE CREDIT CARD OWNER TRUST
                                     2001-5

                                    By: WILMINGTON TRUST COMPANY
                                    not in its individual capacity but solely
                                    as Owner Trustee



                                    By: /s/ Donald G. MacKelcan
                                        ------------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Vice President



                                    CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION
                                    as Administrator


                                    By: /s/ Patricia Garvey
                                        ----------------------------------
                                        Name:  Patricia Garvey
                                        Title: Vice President


                                    Acknowledged and Agreed:
                                    THE BANK OF NEW YORK
                                    not in its individual capacity but solely
                                    as Indenture Trustee


                                    By: /s/ Catherine L. Cerilles
                                        -----------------------------------
                                        Name:  Catherine L. Cerilles
                                        Title: Assistant Vice President




<PAGE>


                                                                   EXHIBIT A
                                                 [Form of Power of Attorney]

                               POWER OF ATTORNEY

STATE OF NEW YORK  )
                   )
COUNTY OF NEW YORK )

          KNOW ALL MEN BY THESE PRESENTS, that WILMINGTON TRUST COMPANY, a
Delaware banking corporation, not in its individual capacity but solely as
owner trustee ("Owner Trustee") for the Chase Credit Card Owner Trust 2001-5
("Trust"), does hereby make, constitute and appoint CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION as Administrator under the Administration Agreement (as
defined below), and its agents and attorneys, as Attorneys-in-Fact to execute
on behalf of the Owner Trustee or the Trust all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Owner Trustee or the Trust to prepare, file or deliver pursuant to the Basic
Documents (as defined in the Indenture dated as of October 25, 2001 between
the Trust and the Bank of New York, as Indenture Trustee), including, without
limitation, to appear for and represent the Owner Trustee and the Trust in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Trust, and with full power to perform any and
all acts associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restriction on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements. For the purpose of this Power of
Attorney, the term "Administration Agreement" means the Deposit and
Administration Agreement dated as of October 25, 2001 among Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Trust and Chase Manhattan Bank USA, National Association, as Administrator,
and acknowledged and agreed by The Bank of New York, as Indenture Trustee, as
such may be amended from time to time.

          All powers of attorney for this purpose heretofore filed or executed
by the Owner Trustee are hereby revoked.

          EXECUTED this       day of [           ], 2001.


                            WILMINGTON TRUST COMPANY
                            not in its individual capacity but solely
                            as Owner Trustee for the Chase Credit Card Owner
                            Trust 2001-5


                             By:_________________________________________
                                Name:
                                Title: