EXHIBIT 4.4
CHASE MANHATTAN AUTO OWNER TRUST 2003-B
Class A-1 1.06% Asset Backed Notes
Class A-2 1.28% Asset Backed Notes
Class A-3 1.82% Asset Backed Notes
Class A-4 2.57% Asset Backed Notes
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ADMINISTRATION AGREEMENT
Dated as of July 25, 2003
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JPMorgan Chase Bank,
As Administrator
TABLE OF CONTENTS
Page
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Section 1. Duties of Administrator................................................................................2
Section 2. Records................................................................................................7
Section 3. Compensation...........................................................................................7
Section 4. Additional Information To Be Furnished to Issuer.......................................................7
Section 5. Independence of Administrator..........................................................................7
Section 6. No Joint Venture.......................................................................................8
Section 7. Other Activities of Administrator......................................................................8
Section 8. Term of Agreement; Resignation and Removal of Administrator............................................8
Section 9. Action upon Termination, Resignation or Removal.......................................................10
Section 10. Notices..............................................................................................10
Section 11. Amendments...........................................................................................11
Section 12. Successors and Assigns...............................................................................11
Section 13. GOVERNING LAW........................................................................................12
Section 14. Headings.............................................................................................12
Section 15. Counterparts.........................................................................................12
Section 16. Severability.........................................................................................12
Section 17. Not Applicable to JPMorgan Chase Bank in Other Capacities............................................12
Section 18. Limitation of Liability of Owner Trustee, Indenture Trustee and Administrator........................12
Section 19. Third-Party Beneficiary..............................................................................13
Section 20. Nonpetition Covenants................................................................................13
Section 21. Liability of Administrator...........................................................................13
EXHIBIT A - Form of Power of Attorney
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ADMINISTRATION AGREEMENT dated as of July 25, 2003, among
CHASE MANHATTAN AUTO OWNER TRUST 2003-B, a Delaware statutory trust (the
"Issuer"), JPMORGAN CHASE BANK, a New York banking corporation, as administrator
(the "Administrator"), and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as
Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS the Issuer is issuing the Class A-1 1.06% Asset Backed Notes
(the "Class A-1 Notes"), the Class A-2 1.28% Asset Backed Notes (the "Class A-2
Notes"), the Class A-3 1.82% Asset Backed Notes (the "Class A-3 Notes") and the
Class A-4 2.57% 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 dated as of July 25, 2003 (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Indenture"), between the Issuer and the Indenture Trustee and the 2.43% Asset
Backed Certificates (the "Certificates") pursuant to the Amended and Restated
Trust Agreement dated as of July 25, 2003 (as amended, modified or supplemented
from time to time in accordance with the provisions thereof, the "Trust
Agreement") between Chase USA (defined below), as Depositor, and Wilmington
Trust Company, as owner trustee (the "Owner Trustee").
WHEREAS the Issuer has entered into certain agreements in
connection with the issuance of the Notes and the Certificates, including (i) a
Sale and Servicing Agreement dated as of July 25, 2003 (the "Sale and Servicing
Agreement") (capitalized terms used herein and not defined herein shall have the
meanings assigned such terms in the Sale and Servicing Agreement) between the
Issuer and Chase Manhattan Bank USA, National Association ("Chase USA"), as
Servicer and Seller, (ii) a Depository Agreement dated July 30, 2003 (the "Note
Depository Agreement") among the Issuer, the Indenture Trustee, JPMorgan Chase
Bank, as Agent (the "Agent") and The Depository Trust Company, (iii) a
Depository Agreement dated July 30, 2003 among the Issuer, the Owner Trustee,
the Agent and The Depository Trust Company (the "Certificate Depository
Agreement," and together with the Note Depository Agreement, the "Depository
Agreements"), (iv) a Collection Account Control Agreement dated as of July 25,
2003 (the "Collection Account Control Agreement") among the Issuer, the
Indenture Trustee and JPMorgan Chase Bank, as securities intermediary, (v) a
Reserve Account Control Agreement dated as of July 25, 2003 among the Issuer,
the Indenture Trustee and Xxxxx Fargo Bank Minnesota, National Association, as
securities intermediary (the "Reserve Account Control Agreement"), (vi) a Yield
Supplement Account Control Agreement dated as of July 25, 2003 among the Issuer,
the Indenture Trustee and Xxxxx Fargo Bank Minnesota, National Association, as
securities intermediary (the "Yield Supplement Account Control Agreement" and
together with the Reserve Account Control Agreement and the Collection Account
Control Agreement, the "Securities Control Agreements"), (vii) the Trust
Agreement, and (viii) the Indenture (the Sale and Servicing Agreement, the Trust
Agreement, the Depository Agreements,
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the Securities Control Agreements and the Indenture being hereinafter referred
to collectively as the "Related Agreements");
WHEREAS pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (a) the Notes
and the collateral pledged therefor pursuant to the Indenture (the "Collateral")
and (b) the Certificates;
WHEREAS the Issuer desires to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee referred to in the preceding
clause, and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as the Issuer may from time to time
request;
WHEREAS the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
SECTION 1. Duties of Administrator.(a) Duties with Respect to the
Related Agreements. (i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer and the Owner Trustee under the
Depository Agreements. The Administrator agrees to perform the duty of the
Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the
Collection Account to a Qualified Institution or Qualified Trust Institution, as
the case may be, the duty of the Issuer under Section 5.6(b) of the Sale and
Servicing Agreement to move the Yield Supplement Account to a Qualified
Institution or Qualified Trust Institution, as the case may be, and the duty of
the Issuer under Section 5.7(b) of the Sale and Servicing Agreement to move the
Reserve Account to a Qualified Institution or Qualified Trust Institution, as
the case may be. In addition, the Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer and the Owner Trustee under the
Related Agreements.
The Administrator shall monitor the performance of the Issuer and shall
advise the Owner Trustee when action is necessary to comply with the Issuer's or
the Owner Trustee's duties under the Indenture and the Depository Agreements.
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 Indenture and the Depository Agreements. 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 the Indenture
including, without limitation, such of the foregoing as are required with
respect to the following matters under the Indenture (references are to sections
of the Indenture):
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(A) 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 (Section 2.2);
(B) 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);
(C) the notification of Noteholders of the final principal payment on
their Notes (Section 2.7(b));
(D) the preparation, obtaining or filing of the instruments, opinions
and certificates and other documents required for the release of collateral
(Section 2.9);
(E) the preparation of Definitive Notes and arranging the delivery
thereof (Section 2.12);
(F) the maintenance of an office or agency in the City of New York for
registration of transfer or exchange of Notes (Section 3.2);
(G) 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 3.3);
(H) the direction to Paying Agents to pay to the Indenture Trustee all
sums held in trust by such Paying Agents (Section 3.3);
(I) 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
Trust Estate (Section 3.4);
(J) the preparation and filing 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 Trust Estate (Section 3.5);
(K) 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 Trust Estate, and the annual delivery of the Officers'
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);
(L) the identification to the Indenture Trustee in an Officers'
Certificate of a Person with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.7(b));
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(M) the notification of the Indenture Trustee and the Rating Agencies
of an Event of Servicing Termination pursuant to the Sale and Servicing
Agreement and, if such Event of Servicing Termination arises from the failure of
the Servicer to perform any of its duties under the Sale and Servicing
Agreement, the taking of all reasonable steps available to remedy such failure
(Section 3.7(d));
(N) the preparation and obtaining of documents and instruments required
for the release of the Issuer from its obligation under the Indenture (Section
3.11(b));
(O) the delivery of notice to the Indenture Trustee of each Event of
Default, Event of Servicing Termination and each default by the Seller under the
Sale and Servicing Agreement (Section 3.18);
(P) 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 Seller and the Servicer of their
obligations under the Sale and Servicing Agreement (Sections 3.19 and 5.16);
(Q) the monitoring of the Issuer's obligations as to the satisfaction
and discharge of the Indenture and the preparation of an Officers' Certificate
and the obtaining of the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.1);
(R) the compliance with any written directive of the Indenture Trustee
with respect to the sale of the Trust Estate in any manner permitted by law if
an Event of Default shall have occurred and be continuing (Section 5.4);
(S) provide 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 and local
income or franchise tax returns (Section 6.6);
(T) 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);
(U) 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);
(V) 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);
(W) 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
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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 7.3);
(X) the obtaining of an Officers' Certificate, Opinion of Counsel and
Independent Certificates, if necessary, for the release of the Trust Estate as
defined in the Indenture (Sections 8.4 and 8.5);
(Y) 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);
(Z) the execution of new Notes conforming to any supplemental indenture
(Section 9.5);
(AA) provide the Indenture Trustee with the form of notice necessary to
deliver the notification of Noteholders of the prepayment of the Notes (Section
10.2);
(BB) the preparation of all Officers' 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));
(CC) the preparation and delivery of Officers' Certificates and the
obtaining of Independent Certificates, if necessary, for the release of property
from the lien of the Indenture (Section 11.1(b));
(DD) 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
(EE) 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 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 prepare, file or deliver pursuant to the
Related Agreements, 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 Related Agreements. 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 Trust Estate (including the Related Agreements) 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.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for promptly
notifying the Owner Trustee in
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the event that any withholding tax is imposed on the Issuer's payments (or
allocations of income) to a "Certificateholder" as contemplated in Section
5.2(c) of the Trust Agreement. 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 Related
Agreements to the contrary, the Administrator shall be responsible for
performance of the duties of the Owner Trustee and the Issuer set forth in
Sections 2.11, 2.12, 2.13 and 5.5(a), (b) and (c) and 5.7 of the Trust Agreement
with respect to, among other things, accounting and reports to
Certificateholders and the maintenance of Capital Accounts; provided, however,
that the Owner Trustee shall retain responsibility for the distribution of the
Schedule K-1s necessary to enable each Certificateholder to prepare its federal
and state income tax returns.
(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
Owner Trustee which shall perform the obligations of the Administrator
thereunder. In connection with paragraph (ii) above, the Accountants will
provide prior to September 15, 2003 a letter in form and substance satisfactory
to the Owner Trustee as to whether any tax withholding is then required and, if
required, the procedures to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to update the letter
in each instance that any additional tax withholding is subsequently required or
any previously required tax withholding shall no longer be required.
(v) The Administrator shall perform the duties of the Administrator
specified in Sections 10.2 and 10.3 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 10.5 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
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executing on behalf of the Owner 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 Related Agreements;
(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 successor Servicers, 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, the Certificateholders or the Class R Certificateholder under
the Related Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of the
Indenture or (z) take any action that the Issuer directs the Administrator not
to take on its behalf.
SECTION 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 Seller at any time during normal business
hours.
SECTION 3. Xxxxxxxxxxxx.Xx compensation for the performance of the
Administrator's obligations under this Agreement, the Administrator shall be
entitled to $1,000 per month which shall be payable in accordance with Section
5.5 of the Sale and Servicing Agreement.
SECTION 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 1(a)(i) hereof.
SECTION 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
8
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 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 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 Related Agreement, 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 8. Term of Agreement; Resignation and Removal of
Administrator.
(a) This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Sections 8(e) and (f), the Administrator may resign its
duties hereunder by providing the Issuer and the Owner Trustee with at least 60
days' prior written notice.
(c) Subject to Sections 8(e) and (f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Sections 8(e) and (f), 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 ten 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
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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.
The Administrator agrees that if any of the events specified in clause
(ii) or (iii) of this Section 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.
(e) 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.
(f) The appointment of any successor Administrator shall be effective
only after receipt of written confirmation from each Rating Agency that the
proposed appointment will not result in the qualification, downgrading or
withdrawal of any rating assigned to the Notes and Certificates by such Rating
Agency.
(g) 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 this Indenture. The
successor Administrator shall mail a notice of its succession to the Noteholders
and the Certificateholders. 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.
(h) In no event shall a resigning Administrator be liable for the acts
or omissions of any successor Administrator hereunder.
(i) In the exercise or administration of its duties hereunder and under
the Related Agreements, 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
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conduct or misconduct of such agents or attorneys if such agents or attorneys
shall have been selected by the Administrator with due care.
SECTION 9. Action upon Termination, Resignation or Removal.Promptly
upon the effective date of termination of this Agreement pursuant to Section
8(a) or the resignation or removal of the Administrator pursuant to Section 8(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 Section 8(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 Section
8(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 10. Notices.Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
with a copy to:
Chase Automotive Finance Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Attention: Financial Controller
(b) if to the Administrator, to
JPMorgan Chase Bank
4 New York Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance
(c) if to the Indenture Trustee, to
Xxxxx Fargo Bank Minnesota, National Association
Sixth Street and Marquette Avenue MAC N9311-161
Xxxxxxxxxxx, Xxxxxxxxx 00000
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(d) if to the Seller, to
Chase Manhattan Automotive Finance Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Attention Financial Controller
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 11. 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 Indenture Trustee, with the written consent of the Owner
Trustee and without the consent of the Noteholders and the Certificateholders,
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 Certificateholders; provided that such
amendment will not, as evidenced by an Opinion of Counsel, materially and
adversely affect the interest of any Noteholder, any Certificateholder or the
Class R Certificateholder. This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with the written consent of the Owner
Trustee and the holders of Notes evidencing a majority in the Outstanding Amount
of the Notes and the holders of Certificates evidencing a majority of the
Certificate Balance and the Class R 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 Noteholders, the
Certificateholders or the Class R Certificateholder; provided, however, that 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 Receivables or
distributions that are required to be made for the benefit of the Noteholders or
Certificateholders or (ii) reduce the aforesaid percentage of the holders of
Notes and Certificates which are required to consent to any such amendment,
without the consent of the holders of all the outstanding Notes and
Certificates. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Seller, which permission shall not
be unreasonably withheld.
SECTION 12. 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 receipt by the Owner
Trustee of written confirmation from each Rating Agency that such assignment
will not result in the qualification, downgrading or withdrawal of any rating
assigned to the Notes and Certificates by such Rating Agency in respect thereof.
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
12
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 13. GOVERNING LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. 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 15. Counterparts.This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
SECTION 16. 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 17. Not Applicable to JPMorgan Chase Bank in Other
Capacities.Nothing in this Agreement shall affect any obligation that JPMorgan
Chase Bank may have in any other capacity.
SECTION 18. 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 in its capacity as Owner Trustee of the Issuer
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. For
all purposes of this Agreement, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by Xxxxx Fargo Bank Minnesota, not in its individual
capacity but solely as Indenture Trustee, and in no event shall Xxxxx Fargo Bank
Minnesota 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
13
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 statutory trust, and that no personal liability whatsoever 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 19. Third-Party Beneficiary.Each of the Seller (to the extent
provided in Section 11) and the Owner 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.
SECTION 20. Nonpetition Covenants.Notwithstanding any prior termination
of this Agreement, the Administrator, the Issuer and the Indenture Trustee shall
not, prior to the date which is one year and one day after the termination of
this Agreement with respect to the Issuer, acquiesce, petition or otherwise
invoke or cause the Issuer to invoke the process of any court of government
authority for the purpose of commencing or sustaining a case against the Issuer
under any Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.
SECTION 21. 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.
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 MANHATTAN AUTO OWNER TRUST
2003-B
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee,
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Financial Services Officer
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Indenture Trustee,
By: /s/ Xxxxxxxx X. Xxxxxxxx
-----------------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
JPMORGAN CHASE BANK,
as Administrator
By: /s/ Xxxxxxxx X. XxXxxxx
-----------------------------------------------
Name: Xxxxxxxx X. XxXxxxx
Title: Vice President
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 Chase Manhattan Auto Owner Trust
2003-B ("Trust"), does hereby make, constitute and appoint JPMORGAN CHASE BANK
as Administrator under the Administration Agreement (as defined below), and its
agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Trust all
such documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Trust to prepare, file or deliver pursuant to the
Related Agreements (as defined in the Administration Agreement), including,
without limitation, to appear for and represent 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 Trust 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 Administration Agreement dated as of July 25, 2003 among the Trust, JPMorgan
Chase Bank, as Administrator, and Xxxxx Fargo Bank Minnesota, National
Association, 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 Trust are hereby revoked.
EXECUTED this 30th day of July, 2003.
CHASE MANHATTAN AUTO OWNER TRUST
2003-B
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee
By: __________________________
Name:
Title:
