Exhibit 4.4
Form of Administration
Agreement
(Owner Trust)
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CHASE MANHATTAN AUTO OWNER TRUST 200_-_
Class A-1 ___% Asset Backed Notes
Class A-2 ___% Asset Backed Notes
Class A-3 ___% Asset Backed Notes
Class A-4 ___% Asset Backed Notes
_______________________
ADMINISTRATION AGREEMENT
Dated as of __________ __, 200_
_______________________
JPMorgan Chase Bank,
As Administrator
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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.................9
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 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 __________ __, 200_, among
CHASE MANHATTAN AUTO OWNER TRUST 200_-_, a Delaware business trust (the
"Issuer"), JPMORGAN CHASE BANK, a New York banking corporation, as
administrator (the "Administrator"), and __________________, a ____________
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:
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WHEREAS the Issuer is issuing the Class A-1 ___% Asset Backed Notes
(the "Class A-1 Notes"), the Class A-2 ___% Asset Backed Notes (the "Class A-2
Notes"), the Class A-3 ___% Asset Backed Notes (the "Class A-3 Notes") and the
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 dated as of __________ __, 200_ (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 ___% Asset Backed Certificates (the "Certificates") pursuant to the
Amended and Restated Trust Agreement dated as of __________ __, 200_ (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 __________________, 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 __________ __, 200_ (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 __________ __, 200_
(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 __________ __, 200_ 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 __________ __, 200_ (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 __________
__, 200_ among the Issuer, the Indenture Trustee and ___________________, as
securities intermediary (the "Reserve Account Control Account Agreement," and
together with the Collection Account Control Agreement, the "Securities
Control Agreements"), (vi) the Trust Agreement, and (vii) the Indenture (the
Sale and Servicing Agreement, the Trust Agreement, the Depository Agreements,
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, and the duty of the Issuer under Section 5.6(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):
(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));
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(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 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));
(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));
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(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 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
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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 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
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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 __________ __, 200_ 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 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:
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(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. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement, the Administrator shall be
entitled to $_____ 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 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
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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 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,
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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 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
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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
___________________________
___________________________
___________________________
___________________________
___________________________
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
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Structured Finance/Chase Auto
(c) if to the Indenture Trustee, to
___________________________
___________________________
___________________________
___________________________
(d) if to the Seller, to
Chase Manhattan Automotive Finance Corporation
000 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Attention: Financial Controller
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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, 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 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.
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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 in Other Capacities.
Nothing in this Agreement shall affect any obligation of JPMorgan Chase 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 _____________________ not in
its individual capacity but solely in its capacity as Owner Trustee of the
Issuer and in no event shall _____________________ 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 ________________, not in its individual capacity
but solely as Indenture Trustee, and in no event shall _____________ 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 business 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
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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.
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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
200_-_
By: _____________________________________________,
not in its individual capacity but solely
as Owner Trustee,
By: ______________________________________________
Name:
Title:
_________________________________________________,
not in its individual capacity but solely
as Indenture Trustee,
By: ______________________________________________
Name:
Title:
JPMORGAN CHASE BANK,
as Administrator
By: ______________________________________________
Name:
Title:
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 200_-_ ("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 ______________ __, 200_ among the Trust,
JPMorgan Chase Bank, as Administrator, and _____________________, 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 ____ day of _______, 200_.
CHASE MANHATTAN AUTO OWNER TRUST 200_-_
By:
________________________________,
not in its individual capacity but solely
as Owner Trustee
By: ____________________________
Name:
Title:
