ADMINISTRATION AGREEMENT

Exhibit 99.1

 

 

CHASE AUTO OWNER TRUST 20    -    

 

Class [A-1]         % Asset Backed Notes

 

Class [A-2]         % Asset Backed Notes

 

Class [A-3]         % Asset Backed Notes

 

Class [A-4]         % Asset Backed Notes

 

 

ADMINISTRATION AGREEMENT

 

Dated as of                              , 20    

 

 

JPMorgan Chase Bank, National Association,

 

As Administrator

 

TABLE OF CONTENTS

 

 

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ADMINISTRATION AGREEMENT dated as of                              , 20    , among CHASE AUTO OWNER TRUST 20    -    , a Delaware statutory trust (the “Issuer”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”), and [            ], a                     , 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]         % Asset Backed Notes (the “Class [A-1] Notes”), the Class [A-2]         % Asset Backed Notes (the “Class [A-2] Notes”), the Class [A-3]         % Asset Backed Notes (the “Class [A-3] Notes”) and the Class [A-4]         % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”) pursuant to the Indenture dated as of                              , 20     (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Indenture”), between the Issuer and the Indenture Trustee and the         % Asset Backed Certificates (the “Certificates”) pursuant to the Amended and Restated Trust Agreement dated as of                              , 20     (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Trust Agreement”) between JPMorgan Chase (defined below), as Depositor, and [            ], as owner trustee (the “Owner Trustee”).

 

WHEREAS the Issuer has entered into certain agreements in connection with the issuance of the Notes and the Certificates, including (i) a Sale and Servicing Agreement dated as of                              , 20     (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 JPMorgan Chase Bank, National Association (“JPMorgan Chase”), as Servicer and Depositor, (ii) an Issuer Letter of Representations dated                              , 20     (the “Issuer Letter of Representations”) between the Issuer and The Depository Trust Company, (iii) a Collection Account Control Agreement dated as of                              , 20     (the “Collection Account Control Agreement”) among the Issuer, the Indenture Trustee and                              , as securities intermediary, (iv) a Reserve Account Control Agreement dated as of                              , 20    among the Issuer, the Indenture Trustee and                         , as securities intermediary (the “Reserve Account Control Agreement”[), (v) a Yield Supplement Account Control Agreement dated as of                              , 20     among the Issuer, the Indenture Trustee and                     , as securities intermediary (the “Yield Supplement Account Control Agreement”] and together with [the Reserve Account Control Agreement and] the Collection Account Control Agreement, the “Securities Control Agreements”), [(v)] the Trust Agreement, and [(vi)] the Indenture (the Sale and Servicing Agreement, the Trust Agreement, the Issuer Letter of Representations, the Securities Control Agreements and the Indenture being hereinafter referred to collectively as the “Related Agreements”);

WHEREAS pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral pledged therefor pursuant to the Indenture (the “Collateral”) and (b) the Certificates;

 

WHEREAS the Issuer desires to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer may from time to time request;

 

WHEREAS the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

SECTION 1. Duties of Administrator.

 

(a) Duties with Respect to the Related Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Issuer Letter of Representations. The Administrator agrees to perform all its duties as Administrator under the Indenture. 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, [the duty of the Issuer under Section 5.6 of the Sale and Servicing Agreement to move the Yield Supplement Account to a Qualified Institution or Qualified Trust Institution, as the case may be,] and the duty of the Issuer under Section 5.7(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 Issuer Letter of Representations. 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 Issuer Letter of Representations. 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);

 

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(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);

 

(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 and filing 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));

 

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(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 Depositor 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 Depositor 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);