Exhibit 4.11

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              CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

                       as Depositor and Administrator


                                    and


                    CHASE CREDIT CARD OWNER TRUST 2002-2

                                 as Issuer






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                                  DEPOSIT

                                    AND

                          ADMINISTRATION AGREEMENT

                         Dated as of April 2, 2002


                               ==============




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                               TABLE OF CONTENTS
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                                   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
April 2, 2002 (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 White Clay Center Building 200,
Route 273, Newark, Delaware 19711 ("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 2002-2, 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

<PAGE>

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 $14,000,000 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.

                  It is the intention of the parties hereto that the
transfer of Series Certificates to the Trust pursuant to this Agreement be
subject to, and be treated in accordance with, the "Asset Backed Securities
Facilitation Act," Title 6, Chapter 27A of the Delaware Code (the "Delaware
Act") and each of the parties hereto agrees that this Agreement has been
entered into by the parties hereto in express reliance upon the Delaware
Act. For purposes of complying with the requirements of the Delaware Act,
each of the parties hereto hereby agrees that any property, assets or
rights purported to be transferred, in whole or in part, by Chase USA
pursuant to this Agreement shall be deemed to no longer be the property,
assets or rights of Chase USA.

                  SECTION 2.2 Closing. The sale of the Series Certificate
shall take place on the Closing Date, simultaneously with the closing of
the other transactions contemplated by the Basic Documents. The Series
Certificate shall then be delivered to the Owner Trustee in Delaware and
upon receipt thereof shall then be delivered by the Owner Trustee to the
Indenture Trustee.

                  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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         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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<PAGE>

                                    (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

                                     -10-
<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.

                                     -11-
<PAGE>

                  SECTION 4.2 Records. The Administrator shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for
inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the
Depositor at any time during normal business hours.

                  SECTION 4.3 [Reserved]

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

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

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

                  SECTION 4.7  Other Activities of Administrator.

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

                           (b) The Administrator and its affiliates may
         generally engage in any kind of business with any person party to
         a 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

                                     -12-
<PAGE>

and the Noteholders as if the amounts paid to the Certificateholder were paid
pursuant to the Indenture.


                                 ARTICLE V

                                TERMINATION

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

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

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

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

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

                                    (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

                                     -13-
<PAGE>

                  any such official of any substantial part of its
                  property, shall make any general assignment for the
                  benefit of creditors or shall fail generally to pay its
                  debts as they become due.

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

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

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

                           (f) A successor Administrator shall execute,
         acknowledge and deliver a written acceptance of its appointment
         hereunder to the resigning Administrator and to the Issuer.
         Thereupon the resignation or removal of the resigning
         Administrator shall become effective, and the successor
         Administrator shall have all the rights, powers and duties of the
         Administrator under the Indenture. The successor Administrator
         shall mail a notice of its 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

                                     -14-
<PAGE>

Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.

                  SECTION 5.3 Acquisition of Owner Trust Estate. If Chase
USA exercises its option to accept retransfer of the Series Certificate
pursuant to Section 4 of the Series Supplement, the Depositor shall (a)
acquire the Series Certificate and all rights related thereto, which
acquisition shall be effective as of the date on which such retransfer
occurs, (b) deliver notice of such acquisition to the Indenture Trustee on
or prior to the related Transfer Date, (c) deposit, on its own behalf and
on behalf of the Issuer pursuant to Section 10.1 of the Indenture, in the
Note Distribution Account on or prior to the related Transfer Date, an
amount equal to the Redemption Price and (d) succeed to all interests in
and to the Issuer.

                                 ARTICLE VI

                               MISCELLANEOUS

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

                  if to the Issuer or the Owner Trustee, to

                           Chase Credit Card Owner Trust 2002-2
                           c/o Wilmington Trust Company
                           Rodney Square North
                           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

                                     -15-
<PAGE>

or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid,
or hand-delivered to the address of such party as provided above, except
that notices to the Indenture Trustee are effective only upon receipt.

                  SECTION 6.2 Amendments. This Agreement may be amended
from time to time by a written amendment duly executed and delivered by the
Issuer, the Administrator and the Depositor, with the written consent of
the Indenture Trustee and without the consent of the Noteholders or the
Certificateholder, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or the
Certificateholder; provided, however, that a copy thereof shall have been
delivered to the Note Rating Agencies and that such amendment will not (i)
as evidenced by an Officer's Certificate of the Depositor addressed and
delivered to the Owner Trustee and the Indenture Trustee, materially and
adversely affect the interests of any Noteholder or the Certificateholder
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.

                                     -16-
<PAGE>

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

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

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

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

                  SECTION 6.4 Successors and Assigns. This Agreement may
not be assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer and the Owner Trustee and subject to
satisfaction of the Rating Agency Condition with respect thereto. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator,
provided 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
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

                                     -17-
<PAGE>

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

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

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

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

                  SECTION 6.10 Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator.

                           (a) Notwithstanding anything contained herein to
         the contrary, this instrument has been signed by Wilmington Trust
         Company not in its individual capacity but solely as Owner Trustee
         for the Chase Credit Card Owner Trust 2002-2 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.

                                     -18-
<PAGE>

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

                  SECTION 6.12 Nonpetition Covenants.

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

                           (b) Notwithstanding any prior termination of
         this Agreement, the Issuer shall not at any time with respect to
         the Master Trust, acquiesce, petition or otherwise invoke or cause
         the Master Trust to invoke the process of any court or government
         authority for the purpose of commencing or sustaining a case
         against the Master Trust under any Federal or state bankruptcy,
         insolvency or similar law or appointing a receiver, conservator,
         liquidator, assignee, trustee, custodian, sequestrator or other
         similar official 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

                                     -19-
<PAGE>

(which may be by facsimile) believed by it to be genuine and signed or sent by
the proper party or parties.







                                     -20-
<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.



                                  WILMINGTON TRUST COMPANY
                                  not in its individual capacity but solely
                                  as Owner Trustee for:
                                  CHASE CREDIT CARD OWNER TRUST
                                  2002-2


                                  By:   /s/ Patricia A. Evans
                                        -----------------------------
                                        Name:   Patricia A. Evans
                                        Title:  Assistant 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/ Daniel Rothman
                                        ------------------------------
                                        Name:  Daniel Rothman
                                        Title: Assistant Treasurer