EX-10.5



 Exhibit 10.5 

 
  

 
 ADMINISTRATION AGREEMENT

 between 
 CHASE AUTO OWNER TRUST [             ], 
 as Issuer 
 and 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 
 as Administrator 
 and 

[                     ],

 as Indenture Trustee 
 Dated as of [                    ] 

 
  

 

  

					
		  		  	Administration Agreement









 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 1.
	 	Duties of the Administrator	  	 	1	  
			
	 2.
	 	Records	  	 	3	  
			
	 3.
	 	Compensation; Payment of Fees and Expenses	  	 	3	  
			
	 4.
	 	Independence of the Administrator	  	 	3	  
			
	 5.
	 	No Joint Venture	  	 	3	  
			
	 6.
	 	Other Activities of the Administrator	  	 	3	  
			
	 7.
	 	Representations and Warranties of the Administrator	  	 	4	  
			
	 8.
	 	Administrator Resignation; Administrator Replacement Events; Termination of the Administrator	  	 	4	  
			
	 9.
	 	Action upon Resignation, Termination or Removal	  	 	6	  
			
	 10.
	 	Liens	  	 	6	  
			
	 11.
	 	Notices	  	 	6	  
			
	 12.
	 	Compliance with the FDIC Rule	  	 	6	  
			
	 13.
	 	Amendments	  	 	6	  
			
	 14.
	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	  	 	7	  
			
	 15.
	 	Headings	  	 	8	  
			
	 16.
	 	Counterparts	  	 	8	  
			
	 17.
	 	Entire Agreement	  	 	8	  
			
	 18.
	 	Severability of Provisions	  	 	9	  
			
	 19.
	 	Not Applicable to the Bank in Other Capacities	  	 	9	  
			
	 20.
	 	Benefits of the Administration Agreement	  	 	9	  
			
	 21.
	 	Assignment	  	 	9	  
			
	 22.
	 	Nonpetition Covenant	  	 	9	  
			
	 23.
	 	Limitation of Liability of Owner Trustee	  	 	9	  


  

					
		  	i	  	Administration Agreement









 THIS ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified from
time to time, this “Agreement”) dated as of [            ], is between CHASE AUTO OWNER TRUST
[            ], a Delaware statutory trust (the “Issuer”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as administrator (the
“Bank” or in its capacity as administrator, the “Administrator”) and [            ], a
[            ], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms
in Appendix A to the Sale Agreement dated as of [            ] (the “Sale Agreement”) by and between Chase Auto Receivables LLC and the Issuer. 

W I T N E S S E T H : 
 WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and the Certificate pursuant to the Trust Agreement and has entered into certain agreements in connection therewith, including,
(i) the Sale Agreement, (ii) the Servicing Agreement, (iii) the Indenture and (iv) the Note Depository Agreement (the Trust Agreement and each of the agreements referred to in clauses (i) through (iv), together
with any related exhibits, schedules, annexes or other ancillary agreements, are collectively referred to herein as the “Issuer Documents”); 
 WHEREAS, to secure payment of the Notes, the Issuer has pledged the Collateral to the Indenture Trustee pursuant to the Indenture; 
 WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required to perform certain duties; 
 WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust Agreement),
and to provide such additional services consistent with this Agreement and the Issuer Documents 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 terms and covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 
 1. Duties of the Administrator.

 (a) Duties with Respect to the Issuer Documents. The Administrator shall perform all of its duties as
Administrator under this Agreement and the Issuer Documents and the duties and obligations of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust Agreement) under the Issuer Documents; provided, however,
except as otherwise provided in the Issuer Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Issuer Document; provided, further, however, that the Administrator shall
have no obligation, and the Owner Trustee shall be required to fully perform its duties, with 

  

					
		  		  	Administration Agreement









 
respect to the obligations of the Owner Trustee under Sections 11.12, 11.13, 11.14, 11.15 and 11.16 of the Trust Agreement and to otherwise comply with the
requirements of the Owner Trustee pursuant to or related to Regulation AB. In addition, the Administrator shall consult with the Issuer and the Owner Trustee regarding its duties and obligations under the Issuer Documents. The Administrator shall
monitor the performance of the Issuer and the Owner Trustee and shall advise the Issuer and the Owner Trustee when action is necessary to comply with the Issuer’s and the Owner Trustee’s duties and obligations under the Issuer Documents.
The Administrator shall perform such calculations, and shall prepare for execution by the Issuer 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 to prepare, file and deliver pursuant to the Issuer Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Issuer Documents,
and shall prepare, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Issuer Documents or
otherwise by law. 
 (b) Notices to Rating Agencies. The Administrator shall give notice to each Rating
Agency promptly after the Administrator receives notification thereof from the Owner Trustee, the Indenture Trustee or the Servicer, as applicable, of (i) any merger or consolidation of the Owner Trustee pursuant to Section 10.4 of
the Trust Agreement; (ii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (iii) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the
Indenture; (iv) any Default or Event of Default of which it has been provided notice pursuant to Section 6.5 of the Indenture; (v) the termination of, and/or appointment of a successor to, the Servicer pursuant to
Section 6.1 of the Servicing Agreement; (vi) any supplemental indenture pursuant to Section 9.1 or 9.2 of the Indenture; and (vii) any written notice of repudiation by the FDIC pursuant to Section 12.6
of the Indenture. 
 (c) No Action by Administrator. Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuer directs the Administrator not to take or which would result in a violation or breach of the Issuer’s covenants, agreements or obligations
under any of the Issuer Documents. 
 (d) Non-Ministerial Matters; Exceptions to Administrator Duties.

 (i) Notwithstanding anything to the contrary in this Agreement, 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 Issuer of the proposed action and the Issuer
shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation: 

  

					
		  	2	  	Administration Agreement









 (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; 
 (B) the appointment of successor Note
Registrars, successor Paying Agents, successor Indenture Trustees, 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 
 (C) 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 under the Transaction Documents, (y) except as provided in the Transaction Documents, sell the Trust Estate or (z) take any other action that the Issuer directs the Administrator not to
take on its behalf. 
 2. Records. The Administrator shall maintain appropriate books of account and records relating to
services performed hereunder, which books of account and records shall be accessible for inspection upon reasonable written request by the Issuer, the Seller and the Indenture Trustee at any time during normal business hours. 

3. Compensation; Payment of Fees and Expenses. As compensation for the performance of the Administrator’s obligations under
this Agreement, the Administrator shall be entitled to receive $[1,000] annually which shall be solely an obligation of the Issuer, payable pursuant to the priority of payments set forth in the Servicing Agreement. The Administrator shall pay all
expenses incurred by it in connection with its activities hereunder. 
 4. Independence of the 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 with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the Administrator shall have no authority to act for or to represent the Issuer in any way (other than as permitted hereunder) and shall not otherwise be deemed an agent of the Issuer. 

5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and the Issuer as members of
any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on the Administrator or the Issuer or (iii) shall be deemed to confer on the
Administrator or the Issuer any express, implied or apparent authority to incur any obligation or liability on behalf of the other. 
 6. Other Activities of the Administrator. 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 even though such Person may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee. 

  

					
		  	3	  	Administration Agreement









 7. Representations and Warranties of the Administrator. The Administrator represents
and warrants to the Issuer and the Indenture Trustee as follows: 
 (a) Existence and Power. The
Administrator is a national banking association validly existing and in good standing under the laws of the United States and has, in all material respects, all power and authority to carry on its business as now conducted. The Administrator has
obtained all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents or affect the
enforceability or collectibility of the Receivables or any other part of the Collateral. 
 (b) Authorization
and No Contravention. The execution, delivery and performance by the Administrator of the Transaction Documents to which it is a party (i) have been duly authorized by all necessary action on the part of the Administrator and
(ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its
property is subject (other than violations which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated
by, or the Administrator’s ability to perform its obligations under, the Transaction Documents). 
 (c)
No Consent Required. No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Administrator of any Transaction Document other than (i) UCC
filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse
effect on the enforceability or collectibility of the Receivables or any other part of the Collateral or would not materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents.

 (d) Binding Effect. Each Transaction Document to which the Administrator is a party constitutes the
legal, valid and binding obligation of the Administrator enforceable against the Administrator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting the enforcement of creditors’ rights generally and, if applicable, the rights of creditors of national banking associations from time to time in effect or by general principles of equity.

 8. Administrator Resignation; Administrator Replacement Events; Termination of the Administrator. 

(a) Subject to clause (e) below, the Administrator may resign its duties hereunder by providing the Issuer
with at least sixty (60) days’ prior written notice; provided, however, that such resignation shall not become effective until such time as the Issuer, subject to Section 19 hereof, shall have appointed a
successor Administrator in the manner set forth in Section 8(e) below. 

  

					
		  	4	  	Administration Agreement









 (b) The occurrence of any one of the following events (each, an
“Administrator Replacement Event”) shall also entitle the Issuer, subject to Section 19 hereof, to terminate and replace the Administrator: 

(i) any failure by the Administrator to duly observe or perform in any material respect any other of its covenants or
agreements in this Agreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by
the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding Note Balance, voting together as a single class; 

(ii) any representation or warranty of the Administrator made in any Transaction Document to which the Administrator is a
party or by which it is bound or any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and
which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority
of the Outstanding Note Balance, voting together as a single class (it being understood that any repurchase of a Receivable by the Bank pursuant to Section 3.3 of the Purchase Agreement, by the Depositor pursuant to
Section 3.3 of the Sale Agreement or by the Servicer pursuant to Section 3.6 of the Servicing Agreement shall be deemed to remedy any incorrect representation or warranty with respect to such Receivable); or 

(iii) the Administrator suffers a Bankruptcy Event; 

provided, however, that a delay in or failure of performance referred to under clauses (i) or (ii) above for a
period of 150 days will not constitute an Administrator Replacement Event if such delay or failure was caused by Force Majeure or other similar occurrence. 
 (c) If an Administrator Replacement Event shall have occurred, the Issuer may, subject to Section 19 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a
portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that
such termination shall not become effective until such time as the Issuer, subject to Section 19 hereof, shall have appointed a successor Administrator in the manner set forth in Section 8(e) below. 

  

					
		  	5	  	Administration Agreement









 (d) The Issuer, subject to Section 19 hereof, may waive in
writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease
to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right
consequent thereon. 
 (e) Upon any resignation or termination of the Administrator pursuant to this
Section 8, this Agreement shall terminate and all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuer, subject to
Section 19 hereof, pursuant to an agreement between the Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator),
and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuer to the
successor Administrator. 
 9. Action upon Resignation, Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of the Administrator pursuant to Section 8, the Administrator shall be entitled to be paid by the Issuer all fees accruing to it to the date of such
termination or removal, subject to the priority of payments set forth in the Servicing Agreement. 
 10. Liens. The
Administrator will not directly or indirectly create, allow or suffer to exist any Lien on the Collateral other than Permitted Liens. 
 11. Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class
United States mail, postage prepaid, hand delivery, prepaid courier service, or by email or facsimile, and addressed in each case as specified on Schedule III to the Sale Agreement or at such other address as shall be designated by any of the
specified addressees in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such
recipient for notices hereunder. 
 12. Compliance with the FDIC Rule. The Administrator agrees (i) to perform the
covenants set forth in Article XII of the Indenture applicable to it and (ii) to facilitate compliance with Article XII of the Indenture by the Chase Parties. 

13. Amendments. 
 (a) Any term or provision of this Agreement may be amended by the Administrator without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person and
upon the satisfaction of one of the following conditions: 

  

					
		  	6	  	Administration Agreement









 (i) the Administrator delivers an Opinion of Counsel or Officer’s
Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or 
 (ii) the Rating Agency Condition is satisfied with respect to such amendment and the Administrator notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to
such amendment; 
 provided, that no amendment pursuant to this Section 13 shall be effective which materially adversely
affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such materially adversely affected Person. 

(b) This Agreement may also be amended from time to time by the Issuer and the Administrator and the Indenture Trustee,
with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Note Balance of the Controlling Class, voting as a single class, 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; provided, that no such amendment shall reduce the interest rate or principal amount of any Note or change or delay the Final Scheduled Payment
Date of any Note without the consent of each Holder of such Note. It will not be necessary to obtain the consent of the Noteholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent
approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to such
reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement. 
 (c) Promptly after the execution of any such amendment, the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner Trustee and the Indenture Trustee. 

14. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS. 

  

					
		  	7	  	Administration Agreement









 (b) Each of the parties hereto hereby irrevocably and unconditionally:

 (i) submits for itself and its property in any legal action or Proceeding relating to this Agreement or any
documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from any thereof; 
 (ii) consents that
any such action or Proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or Proceeding in any such court or that such action or Proceeding was brought in an inconvenient court
and agrees not to plead or claim the same; 
 (iii) agrees that service of process in any such action or
Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this
Agreement; 
 (iv) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 
 (v) to the
extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or
any matter arising hereunder or thereunder. 
 15. 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. 
 16.
Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. 

17. Entire Agreement. The Transaction Documents contain a final and complete integration of all prior expressions by the parties
hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements
among the parties. 

  

					
		  	8	  	Administration Agreement









 18. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of this Agreement. 
 19. Not Applicable to the
Bank in Other Capacities. Nothing in this Agreement shall affect any obligation the Bank may have in any other capacity. 

20. Benefits of the Administration Agreement. Nothing in this Agreement, expressed or implied, shall give to any Person other than
the parties hereto and their successors hereunder, the Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the Indenture and the Noteholders, any benefit or any legal or equitable right, remedy or claim
under this Agreement. 
 21. Assignment. Each party hereto hereby acknowledges and consents to the mortgage, pledge,
assignment and Grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights under this Agreement. In addition, the Administrator hereby
acknowledges and agrees that for so long as any Notes are outstanding, the Indenture Trustee will have the right to exercise all waivers and consents, rights, remedies, powers, privileges and claims of the Issuer under this Agreement. 

22. Nonpetition Covenant. Each party hereto agrees that, prior to the date which is one year and one day after payment in full of
all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or
other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of
such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law
or statute now or hereafter in effect in any jurisdiction. 
 23. Limitation of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by [                    ], not in its
individual capacity but solely as Owner Trustee, and in no event shall it have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or under the Notes or any of the other Transaction
Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be


  

					
		  	9	  	Administration Agreement









 
personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligations, representation, warranty or covenant made or undertaken
by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations 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. 
 [SIGNATURES ON NEXT PAGE] 

  

					
		  	10	  	Administration Agreement









 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 AUTO OWNER TRUST [                    
]
	
	By: [                    ], not in its individual capacity but solely
as Owner Trustee
		
	By:	 	 
	 Name:
	 	
	 Title:
	 	



  

					
		  	S-1	  	Administration Agreement









 
			
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrator
		
	By:	 	 
	 Name:
	 	
	 Title:
	 	



  

					
		  	S-2	  	Administration Agreement









 
			
	 Acknowledged and Agreed:

	
	[         ], not in its individual capacity but solely as Indenture Trustee
		
	By:	 	 
	 Name:
	 	
	 Title:
	 	



  

					
		  	S-3	  	Administration Agreement