CONFORMED COPY
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CHASE MANHATTAN AUTO OWNER TRUST 1998-B
Class A-1 5.578% Asset Backed Notes
Class A-2 5.729% Asset Backed Notes
Class A-3 5.750% Asset Backed Notes
Class A-4 5.800% Asset Backed Notes
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ADMINISTRATION AGREEMENT
Dated as of April 1, 1998
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The Chase Manhattan Bank,
Administrator
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TABLE OF CONTENTS
Page
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................................................ 7
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 The Chase Manhattan Bank in Other
Capacities............................................................ 12
SECTION 18. Limitation of Liability of Owner Trustee, Indenture Trustee and
Administrator......................................................... 12
SECTION 19. Third-Party Beneficiary........................................ 13
SECTION 20. Nonpetition Covenants.......................................... 13
SECTION 21. Liability of Administrator..................................... 13
EXHIBIT A - Form of Power of Attorney
ADMINISTRATION AGREEMENT dated as of April 1, 1998,
among CHASE MANHATTAN AUTO OWNER TRUST 1998-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 5.578%
Asset Backed Notes (the "Class A-1 Notes"), the Class A-2 5.729% Asset
Backed Notes (the "Class A-2 Notes"), the Class A-3 5.750% Asset Backed
Notes (the "Class A-3 Notes") and the Class A-4 5.800% 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 April 1, 1998 (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 6.050% Asset Backed
Certificates (the "Certificates") pursuant to the Trust Agreement dated
as of April 1, 1998 (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 April 1, 1998
(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 April __, 1998 (the "Note Depository
Agreement") among the Issuer, the Indenture Trustee, The Chase Manhattan
Bank, as Agent (the "Agent") and The Depository Trust Company, and (iii)
a Depository Agreement dated April __, 1998 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;
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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. 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));
(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);
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(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));
(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);
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(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 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);
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(aa) provide the Indenture Trustee with the form of notice
necessary to deliver the notification of Noteholders 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); 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 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.
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(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 May 15, 1998 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 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.
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 $1,000 per month which shall be
payable in accordance with Section 5.5 of the Sale and Servicing
Agreement.
SECTION 4. Additional Information To Be Furnished to
Issuer. The Administrator shall furnish to the Issuer from time to time
such additional information regarding the Collateral as the Issuer shall
reasonably request, including notification of Noteholders pursuant to
Section 1(a)(i) hereof.
SECTION 5. Independence of Administrator. For all
purposes of this Agreement, the Administrator shall be an independent
contractor and shall not be subject to the supervision 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
9
(iii) the Administrator shall commence a
voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or
similar official for the Administrator or any substantial part
of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall
make any general assignment for the benefit of creditors or
shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events
specified in clause (ii) or (iii) of this Section shall occur, it shall
give written notice thereof to the Issuer, the Owner Trustee and the
Indenture Trustee within seven days after the happening of such event.
(e) No resignation or removal of the Administrator
pursuant to this Section shall be effective until (i) a successor
Administrator shall have been appointed by the Issuer and (ii) such
successor Administrator shall have agreed in writing to be bound by the
terms of this Agreement in the same manner as the Administrator is bound
hereunder.
(f) The appointment of any successor Administrator
shall be effective only after receipt of written confirmation from each
Rating Agency that the proposed appointment will not result in the
qualification, downgrading or withdrawal of any rating assigned to the
Notes and Certificates by such Rating Agency.
(g) A successor Administrator shall execute,
acknowledge and deliver a written acceptance of its appointment hereunder
to the resigning Administrator and to the Issuer. Thereupon the
resignation or removal of the resigning Administrator shall become
effective, and the successor Administrator shall have all the rights,
powers and duties of the Administrator under this Indenture. The
successor Administrator shall mail a notice of its succession to the
Noteholders and the Certificateholders. The resigning Administrator shall
promptly transfer or cause to be transferred all property and any related
agreements, documents and statements held by it as Administrator to the
successor Administrator and the resigning Administrator shall execute and
deliver such instruments and do other things as may reasonably be
required for fully and certainly vesting in the successor Administrator
all rights, powers, duties and obligations hereunder.
(h) In no event shall a resigning Administrator be
liable for the acts or omissions of any successor Administrator
hereunder.
(i) In the exercise or administration of its duties
hereunder and under the Related 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.
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
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resignation or removal of the Administrator pursuant to Section 8(b) or
(c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith
upon termination pursuant to Section 8(a) deliver to the Issuer all
property and documents of or relating to the Collateral then in the
custody of the Administrator. In the event of the resignation or removal
of the Administrator pursuant to Section 8(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable
steps requested to assist the Issuer in making an orderly transfer of the
duties of the Administrator.
SECTION 10. Notices. Any notice, report or other
communication given hereunder shall be in writing and addressed as
follows:
(a) if to the Issuer or the Owner Trustee, to
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
with a copy to:
Chase 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
15th Floor
New York, New York 10001-2697
Attention: Structured Finance/Chase Auto
(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.
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 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.
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
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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.
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 The Chase Manhattan Bank
in Other Capacities. Nothing in this Agreement shall affect any
obligation The Chase Manhattan Bank may have in any other capacity.
SECTION 18. Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator. (a) Notwithstanding anything
contained herein to the contrary, this instrument has been signed by
Wilmington Trust Company not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall Wilmington
Trust Company in its individual capacity or any beneficial owner of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of
which recourse shall be had solely to the assets of the Issuer. For all
purposes of this Agreement, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject
to, and entitled to the benefits of, the terms and provisions of Articles
VI, VII and VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to the
contrary, this Agreement has been signed by 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.
13
(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.
SECTION 19. Third-Party Beneficiary. Each of the Seller
(to the extent provided in Section 11) and the Owner Trustee is a
third-party beneficiary to this Agreement and is entitled to the rights
and benefits hereunder and may enforce the provisions hereof as if it
were a party hereto.
SECTION 20. Nonpetition Covenants. Notwithstanding any
prior termination of this Agreement, the Administrator, the Issuer and
the Indenture Trustee shall not, prior to the date which is one year and
one day after the termination of this Agreement with respect to the
Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to
invoke the process of any court of government authority for the purpose
of commencing or sustaining a case against the Issuer under any Federal
or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.
SECTION 21. Liability of Administrator. Notwithstanding
any provision of this Agreement, the Administrator shall not have any
obligations under this Agreement other than those specifically set forth
herein, and no implied obligations of the Administrator shall be read
into this Agreement. Neither the Administrator nor any of its directors,
officers, agents or employees shall be liable for any action taken or
omitted to be taken in good faith by it or them under or in connection
with this Agreement, except for its or their own gross negligence or
willful misconduct and in no event shall the Administrator be liable
under or in connection with this Agreement for indirect, special, or
consequential losses or damages of any kind, including lost profits, even
if advised of the possibility thereof and regardless of the form of
action by which such losses or damages may be claimed. Without limiting
the foregoing, the Administrator may (a) consult with legal counsel
(including counsel for the Issuer), independent public accountants and
other experts selected by it and shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice
of such counsel, accountants or experts and (b) shall incur no liability
under or in respect of this Agreement by acting upon any notice
(including notice by telephone), consent, certificate or other instrument
or writing (which may be by facsimile) believed by it to be genuine and
signed or sent by the proper party or parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
CHASE MANHATTAN AUTO OWNER TRUST
1998-B
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee,
By: /s/ Emmett Harmon
------------------------------------
Title: Vice President
NORWEST BANK, MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Indenture Trustee,
By: /s/ Marianna Stershic
------------------------------------
Title: Assistant Vice President
THE CHASE MANHATTAN BANK,
as Administrator
By: /s/ Kimberly K. Costa
------------------------------------
Title: Second Vice President
15
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
1998-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 April 1, 1998 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 _______, 1998.
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee
By: __________________________
Name:
Title: