0001193125-06-192413 Sample Contracts

ADMINISTRATION AGREEMENT Dated as of September 13, 2006
Administration Agreement • September 18th, 2006 • JPMorgan Chase Bank, National Association • Asset-backed securities • New York

ADMINISTRATION AGREEMENT dated as of September 13, 2006, among CHASE AUTO OWNER TRUST 2006-B, a Delaware statutory trust (the “Issuer”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Depositor and Servicer and CHASE AUTO OWNER TRUST 2006-B, as Issuer SALE AND SERVICING AGREEMENT Dated as of September 13, 2006
Sale and Servicing Agreement • September 18th, 2006 • JPMorgan Chase Bank, National Association • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of September 13, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is made between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association having its main office located at 1111 Polaris Parkway, Columbus, Ohio 43240, and CHASE AUTO OWNER TRUST 2006-B, a Delaware statutory trust, as issuer.

SUBSERVICING AGREEMENT
Subservicing Agreement • September 18th, 2006 • JPMorgan Chase Bank, National Association • Asset-backed securities • New York

Subservicing Agreement (the “Agreement”), dated as of September 13, 2006, between JPMorgan Chase Bank, National Association, a national banking association (“JPMorgan Chase”), and Chase Auto Finance Corp., a Delaware corporation and wholly-owned subsidiary of JPMorgan Chase (the “Subservicer”).

CHASE AUTO OWNER TRUST 2006-B ASSET BACKED NOTES JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Depositor and Servicer UNDERWRITING AGREEMENT September 7, 2006
Underwriting Agreement • September 18th, 2006 • JPMorgan Chase Bank, National Association • Asset-backed securities • New York
CHASE AUTO OWNER TRUST 2006-B AMENDED AND RESTATED TRUST AGREEMENT between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Depositor -and- WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of September 13, 2006
Trust Agreement • September 18th, 2006 • JPMorgan Chase Bank, National Association • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of September 13, 2006 between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan Chase”), a national banking association having its main office located at 1111 Polaris Parkway, Columbus, Ohio 43240, as the depositor (in its capacity as the depositor, the “Depositor”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as the owner trustee (the “Owner Trustee”), amending and restating in its entirety the Trust Agreement, dated as of July 21, 2006 (the “Original Trust Agreement”), between the same parties.

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