EXECUTION COPY
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CHASE MANHATTAN AUTO OWNER TRUST 1997-B
Class A-1 5.744% Money Market Asset Backed Notes
Class A-2 6.100% Asset Backed Notes
Class A-3 6.350% Asset Backed Notes
Class A-4 6.500% Asset Backed Notes
Class A-5 6.600% Asset Backed Notes
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ADMINISTRATION AGREEMENT
Dated as of June 1, 1997
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The Chase Manhattan Bank
Administrator
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TABLE OF CONTENTS
Page
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1. Duties of Administrator............................................... 2
2. Records............................................................... 8
3. Compensation.......................................................... 8
4. Additional Information To Be Furnished to Issuer...................... 8
5. Independence of Administrator......................................... 8
6. No Joint Venture...................................................... 8
7. Other Activities of Administrator..................................... 8
8. Term of Agreement; Resignation and Removal of Administrator........... 9
9. Action upon Termination, Resignation or Removal....................... 11
10. Notices............................................................... 11
11. Amendments............................................................ 12
12. Successors and Assigns................................................ 12
13. GOVERNING LAW......................................................... 13
14. Headings.............................................................. 13
15. Counterparts.......................................................... 13
16. Severability.......................................................... 13
17. Not Applicable to The Chase Manhattan Bank in Other Capacities........ 13
18. Limitation of Liability of Owner Trustee, Indenture
Trustee and Administrator............................................. 13
19. Third-Party Beneficiary............................................... 14
20. Nonpetition Covenants................................................. 14
21. Liability of Administrator............................................ 14
21. Liability of Administrator............................................ 14
EXHIBIT A - Form of Power of Attorney
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ADMINISTRATION AGREEMENT dated as of June 1, 1997, among CHASE
MANHATTAN AUTO OWNER TRUST 1997-B, a Delaware business trust (the "Issuer"),
THE CHASE MANHATTAN BANK, a New York banking corporation, as administrator (the
"Administrator"), and NORWEST 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 5.744% Money Market Asset
Backed Notes (the "Class A-1 Notes"), the Class A-2 6.100% Asset Backed Notes
(the "Class A-2 Notes"), the Class A-3 6.350% Asset Backed Notes (the "Class A-3
Notes"), the Class A-4 6.500% Asset Backed Notes (the "Class A-4 Notes") and the
Class A-5 6.600% Asset Backed Notes (the "Class A-5 Notes" and, together with
the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes, the "Notes") pursuant to the Indenture dated as of June 1, 1997 (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 6.750% Asset Backed Certificates (the "Certificates") pursuant
to the Trust Agreement dated as of June 1, 1997 (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 June 1, 1997 (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, N.A. ("Chase USA"), as Servicer and Seller,
(ii) a Depository Agreement dated June 18, 1997 (the "Note Depository
Agreement") among the Issuer, the Indenture Trustee, The Chase Manhattan Bank,
as Agent (the "Agent") and The Depository Trust Company, (iii) a Depository
Agreement dated June 18, 1997 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)
the Trust Agreement, and (v) the Indenture (the Sale and Servicing Agreement,
the Trust Agreement, the Depository 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:
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. 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);
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(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 and, if applicable, Luxembourg, 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
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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);
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(W) the preparation and, after execution by the Issuer,
the filing with the Commission, the Luxembourg Stock Exchange (if
applicable), 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 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 and the
Luxembourg Stock Exchange (if applicable) of redemption 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);
(EE) the recording of the Indenture, if applicable
(Section 11.15); and
(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
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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 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 July 15, 1997, 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) [Reserved.]
(vi) 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
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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.
(vii) 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.
(viii) 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:
(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
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assignment by the Note Registrar, the Paying Agent or the Indenture
Trustee of its obligations under the Indenture; and
(D) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments to
the Noteholders or Certificateholders 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.
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.
3. Compensation. As 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.
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(c) hereof.
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.
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.
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
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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.
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,
sequestrator or similar official
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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 Documents, the Administrator may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Administrator shall not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by the
Administrator with due care.
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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.
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
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration
with a copy to:
Chase Manhattan Bank USA, N.A.,
c/o Chase Manhattan Automotive Finance Corporation
900 Stewart Avenue
Garden City, New York 11530
Attention: Financial Controller
(b) if to the Administrator, to
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001-2697
(c) if to the Indenture Trustee, to
Norwest Bank Minnesota,
National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
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(d) if to the Seller, to
Chase Manhattan Automotive Finance Corporation
900 Stewart Avenue
Garden City, New York 11530
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.
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 or 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 for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Noteholders or the Certificateholders; 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.
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
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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.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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.
15. Counterparts. This Agreement may be executed in counterparts,
each of which when so executed shall together constitute but one and the same
agreement.
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.
17. Not Applicable to The Chase Manhattan Bank in Other Capacities.
Nothinin this Agreement shall affect any obligation The Chase Manhattan Bank may
have in any other capacity.
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.
13
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been signed by Norwest Bank Minnesota, National Association, not
in its individual capacity but solely as Indenture Trustee, and in no event
shall Norwest Bank Minnesota, National Association 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 whatever shall attach to or be incurred by any agent of the Issuer
(including the Administrator), as such, under or by reason of any of the
obligations, covenants or agreements of the Issuer contained in this Agreement,
or implied therefrom, and that any and all personal liability for breaches by
the Issuer of any such obligations, covenants or agreements, either at common
law or at equity, or by statute or constitution, of every such agent is hereby
expressly waived as a condition of and in consideration for the execution of
this Agreement.
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.
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.
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
14
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.
15
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
1997-B
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee,
By: /s/ Patricia Evans
--------------------------------
Name: Patricia Evans
Title: Financial Services Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual
capacity but solely as Indenture
Trustee,
By: /s/ Marianna Stershic
---------------------------------
Name: Marianna Stershic
Title: Corporate Trust Officer
THE CHASE MANHATTAN BANK,
as Administrator,
By: /s/ Kimberly Costa
----------------------------------
Name: Kimberly Costa
Title: Second 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 Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as owner
trustee ("Owner Trustee") for Chase Manhattan Auto Owner Trust 1997-B ("Trust"),
does hereby make, constitute and appoint THE CHASE MANHATTAN 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 Owner
Trustee or the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Owner Trustee or the
Trust to prepare, file or deliver pursuant to the Related Documents (as defined
in the Administration Agreement), including, without limitation, to appear for
and represent the Owner Trustee and 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 Owner Trustee 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 June 1, 1997 among the Trust, The Chase
Manhattan Bank, as Administrator, and Norwest 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 Owner Trustee are hereby revoked.
EXECUTED this ____ day of _______, 199_.
WILMINGTON TRUST COMPANY,
not in its individual
capacity but solely as
Owner Trustee
By:
-------------------------------
Name:
Title:
EXECUTION COPY
SIDE AGREEMENT
Side Agreement (the "Side Agreement"), dated as of June 1, 1997,
between The Chase Manhattan Bank (the "Administrator") and Chase Manhattan
Bank USA, N.A. ("Chase USA").
WHEREAS, Chase Manhattan Auto Owner Trust 1997-B (the "Issuer") is
issuing the Class A-1 5.744% Money Market Asset Backed Notes (the "Class A-1
Notes"), the Class A-2 6.100% Asset Backed Notes (the "Class A-2 Notes"), the
Class A-3 6.350% Asset Backed Notes (the "Class A-3 Notes"), the Class A-4
6.500% Asset Backed Notes (the "Class A-4 Notes") and the Class A-5 6.600% Asset
Backed Notes (the "Class A-5 Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Notes")
pursuant to the Indenture, dated as of June 1, 1997 (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Indenture"), between the Issuer and Norwest Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee") and the 6.750% Asset
Backed Certificates (the "Certificates") pursuant to the Trust Agreement, dated
as of June 1, 1997 (as amended, modified or supplemented from time to time in
accordance with the provisions thereof, the "Trust Agreement"), between Chase
USA, 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 June 1, 1997 (as amended, modified or
supplemented from time to time in accordance with the provisions thereof, the
"Sale and Servicing Agreement"), between the Issuer and Chase USA, as Servicer
and the Seller, (ii) a Depository Agreement dated June 18, 1997 (the "Note
Depository Agreement"), among the Issuer, the Indenture Trustee, The Chase
Manhattan Bank, as Agent (the "Agent") and The Depository Trust Company, (iii) a
Depository Agreement dated June 18, 1997 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) the Indenture, and (v) the Administration Agreement dated as
of June 1, 1997 among the Issuer, the Administrator and the Indenture Trustee
(the "Administration Agreement" and, together with the Sale and Servicing
Agreement, the Trust Agreement, the Depository Agreements and the Indenture, 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 therefor pledged
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 the
Administration Agreement and the Related Agreements as the Issuer may from time
to time request;
WHEREAS Chase USA has the capacity to perform certain services required
by the Administration Agreement and is willing to perform such services for the
Administrator on the terms set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Duties of Chase USA. (a) Chase USA agrees to assist the
Administrator in the performance of such duties under the Administration
Agreement as the Administrator shall reasonably request, including without
limitation by assuming primary responsibility for the performance of the
foregoing, Chase USA shall perform the following obligations on behalf of the
Administrator:
i) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of collateral in accordance with
the provisions of the Indenture (Section 1(a)(i)(D) of the
Administration Agreement);
ii) 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 (Section 1(a)(i)(K) of the Administration Agreement);
iii) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligation under the Indenture (Section 1(a)(i)(N) of the
Administration Agreement);
iv) 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 1(a)(i)(Q) of the
Administration Agreement);
v) 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
2
shall have occurred and be continuing (Section 1(a)(i)(R) of the
Administration Agreement);
vi) 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 (Section 1(a)(i)(X) of the
Administration Agreement);
vii) 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 1(a)(i)(BB) of the Administration Agreement); and
viii) 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 1(a)(i)(CC)
of the Administration Agreement).
(b) Chase USA shall, from its own funds, directly pay, or
reimburse the Administrator for the payment of, all expenses incurred by the
Administrator in connection with the performance of its duties and obligations
under the Administration Agreement, including but not limited to the expenses of
legal counsel and accountants.
(c) In addition to the foregoing, Chase USA shall indemnify
the Administrator and its successors, assigns, agents and servants (the
"Indemnified Parties") from and against any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and expenses)
of any kind and nature whatsoever (the "Expenses") which may at any time be
imposed on, incurred by, or asserted against the Administrator or any
Indemnified Party in any way relating to or arising out of the Administration
Agreement, provided, that Chase USA shall not be liable for or required to
indemnify the Administrator from and against Expenses arising or resulting from
the Administrator's willful misconduct, bad faith or gross negligence.
(d) The services of Chase USA to the Issuer under this
Agreement are not to be deemed exclusive, and Chase USA shall be free to render
similar services to others. In addition, it is understood and agreed that,
notwithstanding anything contained herein to the contrary, Chase USA or any of
its affiliates, in addition to its services for the Issuer pursuant to this
Agreement, shall be entitled to engage in any other kind of business, agency or
trust relationship with the Issuer, and to perform all services in connection
therewith, as if it were not acting on behalf of the Administrator hereunder.
Chase USA shall not, by virtue of its or any of its affiliates acting in any
3
other capacity under any other agreement or arrangement with the Issuer or in
connection with its other relationships with the Issuer be deemed to have duties
or responsibilities hereunder or be deemed to be held to a standard of care in
connection with the performance of its duties on behalf of the Administrator
hereunder, other than as expressly provided in this Agreement. Chase USA may act
on behalf of the Administrator hereunder without regard to and without
additional duties or obligations arising from its or any of its affiliates
acting in any other capacity under any other agreement or arrangement with the
Issuer or in connection with its other relationships with the Issuer.
2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3. 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.
4. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
5. 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.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Sale and Servicing Agreement.
4
IN WITNESS WHEREOF, the parties hereto have caused this Side Agreement
to be duly executed by their respective officers as of the date first above
written.
THE CHASE MANHATTAN BANK,
as Administrator
By: /s/ Kimberly Costa
--------------------------
Name: Kimberly Costa
Title: Second Vice President
CHASE MANHATTAN BANK USA, N.A.
By: /s/ Keith Schuck
--------------------------
Name: Keith Schuck
Title: Vice President