EXECUTION COPY
CHASE MANHATTAN AUTO OWNER TRUST 2001-B
Class A-1 2.18% Asset Backed Notes
Class A-2 2.44% Asset Backed Notes
Class A-3 3.09% Asset Backed Notes
Class A-4 3.80% Asset Backed Notes
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ADMINISTRATION AGREEMENT
Dated as of November 1, 2001
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The Chase Manhattan Bank,
As Administrator
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TABLE OF CONTENTS
Page
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Section 1. Duties of Administrator................................................................................2
Section 2. Records................................................................................................7
Section 3. Compensation...........................................................................................7
Section 4. Additional Information To Be Furnished to Issuer.......................................................7
Section 5. Independence of Administrator..........................................................................7
Section 6. No Joint Venture.......................................................................................8
Section 7. Other Activities of Administrator......................................................................8
Section 8. Term of Agreement; Resignation and Removal of Administrator............................................8
Section 9. Action upon Termination, Resignation or Removal.......................................................10
Section 10. Notices..............................................................................................10
Section 11. Amendments...........................................................................................11
Section 12. Successors and Assigns...............................................................................12
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........................13
Section 19. Third-Party Beneficiary..............................................................................13
Section 20. Nonpetition Covenants................................................................................13
Section 21. Liability of Administrator...........................................................................14
EXHIBIT A - Form of Power of Attorney
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ADMINISTRATION AGREEMENT dated as of November 1, 2001, among
CHASE MANHATTAN AUTO OWNER TRUST 2001-B, a Delaware business trust (the
"Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrator (the "Administrator"), and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity
but solely as Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS the Issuer is issuing the Class A-1 2.18% Asset Backed Notes
(the "Class A-1 Notes"), the Class A-2 2.44% Asset Backed Notes (the "Class A-2
Notes"), the Class A-3 3.09% Asset Backed Notes (the "Class A-3 Notes") and the
Class A-4 3.80% 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 November 1, 2001 (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 3.75% Asset
Backed Certificates (the "Certificates") pursuant to the Amended and Restated
Trust Agreement dated as of November 1, 2001 (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 November 1, 2001 (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 November 6, 2001 (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 November 6, 2001 among the Issuer, the Owner Trustee,
the Agent and The Depository Trust Company (the "Certificate Depository
Agreement," and together with the Note Depository Agreement, the "Depository
Agreements"), (iv) a Collection Account Control Agreement dated as of November
1, 2001 (the "Collection Account Control Agreement") among the Issuer, the
Indenture Trustee and The Chase Manhattan Bank, as securities intermediary, (v)
a Reserve Account Control Agreement dated as of November 1, 2001 among the
Issuer, the Indenture Trustee and Wells Fargo Bank Minnesota, National
Association, as securities intermediary (the "Reserve Account Control Account
Agreement," and together with the Collection Account Control Agreement, the
"Securities Control Agreements"), (vi) the Trust Agreement, and (vii) the
Indenture (the Sale and Servicing Agreement, the Trust Agreement, the Depository
Agreements, the Securities Control Agreements and the Indenture being
hereinafter referred to collectively as the "Related Agreements");
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WHEREAS pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (a) the Notes
and the collateral pledged therefor pursuant to the Indenture (the "Collateral")
and (b) the Certificates;
WHEREAS the Issuer desires to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee referred to in the preceding
clause, and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as the Issuer may from time to time
request;
WHEREAS the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
SECTION 1. Duties of Administrator. (a) Duties with Respect to the
Related Agreements. (i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer and the Owner Trustee under the
Depository Agreements. The Administrator agrees to perform the duty of the
Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the
Collection Account to a Qualified Institution or Qualified Trust Institution, as
the case may be, and the duty of the Issuer under Section 5.6(b) of the Sale and
Servicing Agreement to move the Reserve Account to a Qualified Institution or
Qualified Trust Institution, as the case may be. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of the Issuer and the
Owner Trustee under the Related Agreements.
The Administrator shall monitor the performance of the Issuer and shall
advise the Owner Trustee when action is necessary to comply with the Issuer's or
the Owner Trustee's duties under the Indenture and the Depository Agreements.
The Administrator shall prepare for execution by the Issuer or the Owner Trustee
or shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Indenture and the Depository Agreements. In furtherance of the
foregoing, the Administrator shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant to the Indenture
including, without limitation, such of the foregoing as are required with
respect to the following matters under the Indenture (references are to sections
of the Indenture):
(A) the preparation of or obtaining of the documents and instruments
required for authentication of the Notes, if any, and delivery of the same
to the Indenture Trustee (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the
Indenture Trustee notice of any appointment of a new Note Registrar and the
location, or change in location, of the Note Register and the office or
offices where Notes may be surrendered for registration of transfer or
exchange (Section 2.4);
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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 for
registration of transfer or exchange of Notes (Section 3.2);
(G) the duty to cause newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in the Indenture
regarding funds held in trust (Section 3.3);
(H) the direction to Paying Agents to pay to the Indenture Trustee all
sums held in trust by such Paying Agents (Section 3.3);
(I) the obtaining and preservation of the Issuer's qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of the Indenture, the
Notes, the Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.4);
(J) the preparation of all supplements, amendments, financing
statements, continuation statements, if any, instruments of further
assurance and other instruments, in accordance with Section 3.5 of the
Indenture, necessary to protect the Trust Estate (Section 3.5);
(K) the obtaining of the Opinion of Counsel on the Closing Date and
the annual delivery of Opinions of Counsel, in accordance with Section 3.6
of the Indenture, as to the Trust Estate, and the annual delivery of the
Officers' Certificate and certain other statements, in accordance with
Section 3.9 of the Indenture, as to compliance with the Indenture (Sections
3.6 and 3.9);
(L) the identification to the Indenture Trustee in an Officers'
Certificate of a Person with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.7(b));
(M) the notification of the Indenture Trustee and the Rating Agencies
of an Event of Servicing Termination pursuant to the Sale and Servicing
Agreement and, if such Event of Servicing Termination arises from the
failure of the Servicer to perform any of its duties under the Sale and
Servicing Agreement, the taking of all reasonable steps available to remedy
such failure (Section 3.7(d));
(N) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligation under the
Indenture (Section 3.11(b));
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(O) the delivery of notice to the Indenture Trustee of each Event of
Default, Event of Servicing Termination and each default by the Seller
under the Sale and Servicing Agreement (Section 3.18);
(P) the taking of such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of the Indenture or to
compel or secure the performance and observance by the Seller and the
Servicer of their obligations under the Sale and Servicing Agreement
(Sections 3.19 and 5.16);
(Q) the monitoring of the Issuer's obligations as to the satisfaction
and discharge of the Indenture and the preparation of an Officers'
Certificate and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.1);
(R) the compliance with any written directive of the Indenture Trustee
with respect to the sale of the Trust Estate in any manner permitted by law
if an Event of Default shall have occurred and be continuing (Section 5.4);
(S) provide the Indenture Trustee with the information necessary to
deliver to each Noteholder such information as may be reasonably required
to enable such Holder to prepare its United States federal and state and
local income or franchise tax returns (Section 6.6);
(T) the preparation and delivery of notice to Noteholders of the
removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.8);
(U) the preparation of any written instruments required to confirm
more fully the authority of any co-trustee or separate trustee and any
written instruments necessary in connection with the resignation or removal
of the Indenture Trustee or any co-trustee or separate trustee (Sections
6.8 and 6.10);
(V) the furnishing of the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture Trustee is
not the Note Registrar (Section 7.1);
(W) the preparation and, after execution by the Issuer, the filing
with the Commission and any applicable state agencies and the Indenture
Trustee of documents required to be filed on a periodic basis with, and
summaries thereof as may be required by rules and regulations prescribed
by, the Commission and any applicable state agencies and the transmission
of such summaries, as necessary, to the Noteholders (Section 7.3);
(X) the obtaining of an Officers' Certificate, Opinion of Counsel and
Independent Certificates, if necessary, for the release of the Trust Estate
as defined in the Indenture (Sections 8.4 and 8.5);
(Y) the preparation of Issuer Orders and Issuer Requests and the
obtaining of Opinions of Counsel with respect to the execution of
supplemental indentures and the
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mailing to the Noteholders of notices with respect to such supplemental
indentures (Sections 9.1 and 9.2);
(Z) the execution of new Notes conforming to any supplemental
indenture (Section 9.5);
(AA) provide the Indenture Trustee with the form of notice necessary
to deliver the notification of Noteholders of the prepayment of the Notes
(Section 10.2);
(BB) the preparation of all Officers' Certificates, Opinions of
Counsel and Independent Certificates with respect to any requests by the
Issuer to the Indenture Trustee to take any action under the Indenture
(Section 11.1(a));
(CC) the preparation and delivery of Officers' Certificates and the
obtaining of Independent Certificates, if necessary, for the release of
property from the lien of the Indenture (Section 11.1(b));
(DD) the preparation and delivery to the Noteholders and the Indenture
Trustee of any agreements with respect to alternate payment and notice
provisions (Section 11.6); and
(EE) the recording of the Indenture, if applicable (Section 11.15).
(b) Additional Duties. (i) In addition to the duties of the
Administrator set forth above, the Administrator shall perform such calculations
and shall prepare for execution by the Issuer or the Owner Trustee or shall
cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty
of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Related Agreements. Subject to Section 5 of this Agreement,
and in accordance with the directions of the Owner Trustee, the Administrator
shall administer, perform or supervise the performance of such other activities
in connection with the Trust Estate (including the Related Agreements) as are
not covered by any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee in the event that any withholding tax is
imposed on the Issuer's payments (or allocations of income) to a
"Certificateholder" as contemplated in Section 5.2(c) of the Trust Agreement.
Any such notice shall specify the amount of any withholding tax required to be
withheld by the Owner Trustee pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
performance of the duties of the Owner Trustee and the Issuer set forth in
Sections 2.11, 2.12, 2.13 and 5.5(a), (b) and (c) and 5.7 of the
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Trust Agreement with respect to, among other things, accounting and reports to
Certificateholders and the maintenance of Capital Accounts; provided, however,
that the Owner Trustee shall retain responsibility for the distribution of the
Schedule K-1s necessary to enable each Certificateholder to prepare its
federal and state income tax returns.
(iv) The Administrator may satisfy its obligations with respect to
clauses (ii) and (iii) above by retaining, at the expense of the Administrator,
a firm of independent public accountants (the "Accountants") acceptable to the
Owner Trustee which shall perform the obligations of the Administrator
thereunder. In connection with paragraph (ii) above, the Accountants will
provide prior to December 17, 2001 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
(iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian,
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sequestrator or similar official for the Administrator or any substantial
part of its property, shall consent to the taking of possession by any such
official of any substantial part of its property, shall make any general
assignment for the benefit of creditors or shall fail generally to pay its
debts as they become due.
The Administrator agrees that if any of the events specified in
clause (ii) or (iii) of this Section shall occur, it shall give written notice
thereof to the Issuer, the Owner Trustee and the Indenture Trustee within
seven days after the happening of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after receipt of written confirmation from each Rating Agency that the
proposed appointment will not result in the qualification, downgrading or
withdrawal of any rating assigned to the Notes and Certificates by such Rating
Agency.
(g) A successor Administrator shall execute, acknowledge and deliver
a written acceptance of its appointment hereunder to the resigning
Administrator and to the Issuer. Thereupon the resignation or removal of the
resigning Administrator shall become effective, and the successor
Administrator shall have all the rights, powers and duties of the
Administrator under this Indenture. The successor Administrator shall mail a
notice of its succession to the Noteholders and the Certificateholders. The
resigning Administrator shall promptly transfer or cause to be transferred all
property and any related agreements, documents and statements held by it as
Administrator to the successor Administrator and the resigning Administrator
shall execute and deliver such instruments and do other things as may
reasonably be required for fully and certainly vesting in the successor
Administrator all rights, powers, duties and obligations hereunder.
(h) In no event shall a resigning Administrator be liable for the
acts or omissions of any successor Administrator hereunder.
(i) In the exercise or administration of its duties hereunder and
under the Related Agreements, the Administrator may act directly or through
its agents or attorneys pursuant to agreements entered into with any of them,
and the Administrator shall not be liable for the conduct or misconduct of
such agents or attorneys if such agents or attorneys shall have been selected
by the Administrator with due care.
Section 9. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to Section
8(a) or the resignation or removal of the Administrator pursuant to Section
8(b) or (c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon termination
pursuant to Section 8(a) deliver to the Issuer all property and documents of
or
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relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
8(b) or (c), respectively, the Administrator shall cooperate with the Issuer
and take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Administrator.
SECTION 10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to
Wilmington Trust Company
Rodney Square North
1100 North Market Square
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
14th Floor
New York, New York 10001-2697
Attention: Structured Finance/Chase Auto
(c) if to the Indenture Trustee, to
Wells Fargo Bank Minnesota, National Association
Sixth Street and Marquette Avenue MAC N9311-161
Minneapolis, Minnesota 55479
(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
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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 corporation or other organization agrees to be bound hereunder by
the terms of said assignment in the same manner as the Administrator is bound
hereunder. Subject to the foregoing, this Agreement shall bind any successors
or assigns of the parties hereto.
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SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 14. Headings. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
SECTION 15. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
SECTION 16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
SECTION 17. Not Applicable to 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 Wells Fargo Bank Minnesota, not in its individual
capacity but solely as Indenture Trustee, and in no event shall Wells Fargo
Bank Minnesota have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any
of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of the Issuer.
(c) No recourse under any obligation, covenant or agreement of the
Issuer contained in this Agreement shall be had against any agent of the
Issuer (including the Administrator) as such by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is
solely an obligation of the Issuer as a Delaware business trust, and that no
personal liability whatsoever shall attach to or be incurred by any agent of
the Issuer (including the Administrator), as such, under or by reason of any
of the obligations, covenants or agreements of the Issuer contained in this
Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Issuer of any such obligations, covenants or
13
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
2001-B
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but
solely as Owner Trustee,
By: /s/ Anita Dallago
------------------------------
Name:
Title:
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Indenture Trustee,
By: /s/ Lori M. Swanell
------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrator
By: /s/ Jennifer H. Baran
------------------------------
Name:
Title:
EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF NEW YORK )
)
COUNTY OF NEW YORK)
KNOW ALL MEN BY THESE PRESENTS, that Chase Manhattan Auto Owner Trust
2001-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
Trust all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust to prepare, file or deliver
pursuant to the Related Agreements (as defined in the Administration
Agreement), including, without limitation, to appear for and represent the
Trust in connection with the preparation, filing and audit of federal, state
and local tax returns pertaining to the Trust, and with full power to perform
any and all acts associated with such returns and audits that the Trust could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restriction on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements. For the purpose of this Power of
Attorney, the term "Administration Agreement" means the Administration
Agreement dated as of November 1, 2001 among the Trust, The Chase Manhattan
Bank, as Administrator, and Wells Fargo Bank Minnesota, National Association,
as Indenture Trustee, as such may be amended from time to time.
All powers of attorney for this purpose heretofore filed or executed
by the Trust are hereby revoked.
EXECUTED this 6th day of November, 2001.
CHASE MANHATTAN AUTO OWNER TRUST 2001-B
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee
By: __________________________
Name:
Title: