Introductory Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").
Introductory Provisions 1. Name. The name of the company shall be (the "Company").
Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
RECITAL Lender has agreed to make and Borrower has agreed to accept a loan in the original principal amount of $350,000,000.00 (the “Loan”). Lender is willing to make the Loan to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement.
PRELIMINARY RECITALS Executive’s employment with the Company has terminated.
