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6 RESERVE ACCOUNT CONTROL AGREEMENT, dated as of December 1, 2000 among
Chase Manhattan Auto Owner Trust 2000-A, a Delaware business trust (the
"Issuer"), Wells Fargo BANK Minnesota, National Association, a national banking
association, not in its individual capacity but solely as indenture trustee (the
"Secured Party"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association (the "Securities Intermediary"). Capitalized terms
used but not defined herein shall have the meanings assigned in Section 1.1 of
the Sale and Servicing Agreement between the Issuer and Chase Manhattan Bank
USA, National Association, dated as of December 1, 2000, as the same may be
amended and supplemented from time to time (the "Sale and Servicing Agreement").
All references herein to the "UCC" shall mean the Uniform Commercial Code as in
effect in the State of New York.
1. ESTABLISHMENT OF RESERVE ACCOUNT. The Securities Intermediary hereby
confirms that (a) the Securities Intermediary has established the Reserve
Account, (b) the Reserve Account is a "securities account" as such term is
defined in ss.8-501(a) of the UCC, (c) the Securities Intermediary shall,
subject to the terms of this Agreement, treat the Issuer as entitled to exercise
the rights that comprise any financial asset credited to the Reserve Account,
(d) all property delivered to the Securities Intermediary pursuant to the Sale
and Servicing Agreement for deposit in the Reserve Account will be promptly
credited to the Securities Account and (e) all securities or other property
underlying any financial assets credited to the Reserve Account shall be
registered in the name of the Securities Intermediary, indorsed to the
Securities Intermediary or in blank or credited to another securities account
maintained in the name of the Securities Intermediary and in no case will any
financial asset credited to the Reserve Account be registered in the name of the
Issuer, payable to the order of the Issuer or specially indorsed to the Issuer
except to the extent the foregoing have been specially indorsed to the
Securities Intermediary or in blank.
2. TREATMENT AS "FINANCIAL ASSETS". The Securities Intermediary hereby
agrees that each item of property (whether investment property, financial asset,
security, instrument or cash) credited to the Reserve Account shall be treated
as a "financial asset" within the meaning of ss.8-102(a)(9) of the UCC. The
Securities Intermediary agrees that any interest, cash dividends or other cash
distributions received in respect of any Permitted Investments and the net
proceeds of any sale or payment of any Permitted Investments shall be promptly
credited to the Reserve Account.
3. SOLE CONTROL BY SECURED PARTY. At all times prior to the termination
of this Agreement as provided in Section 17, the Secured Party shall have sole
control of the Reserve Account, and the Securities Intermediary shall take
instructions and directions and act upon "entitlement orders" (within the
meaning of ss.8-102(a)(8) of the UCC) issued solely by the Secured Party. If at
any time the Securities Intermediary shall receive an entitlement order issued
by the Secured Party relating to the Reserve Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Issuer or any other Person. Until termination of this Agreement as provided
in Section 17, the Securities Intermediary shall not comply with entitlement
orders issued by the Issuer or the Owner Trustee. Funds on deposit in the
Reserve Account shall be invested in Permitted Investments selected by the
Secured Party acting at the direction of the Seller to the extent provided in
Section 8.3(a) and Section 8.3(c) of the Indenture. At all times prior to the
termination of this Agreement as provided in Section 17,
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no property shall be released from the Reserve Account except upon the written
instructions of the Secured Party or the Paying Agent.
4. STATEMENTS AND CONFIRMATIONS. The Securities Intermediary will
promptly send copies of all statements, confirmations and other correspondence
concerning the Reserve Account and/or any financial assets credited thereto
simultaneously to each of the Servicer and the Secured Party at the address set
forth in Section 12.
5. TAX ALLOCATIONS. All items of income, gain, expense and loss
recognized in the Reserve Account shall be reported to the Internal Revenue
Service and all state and local taxing authorities under the name and taxpayer
identification number of the Issuer.
6. SECURITIES INTERMEDIARY'S JURISDICTION. This Agreement, the Reserve
Account and the rights and obligations of the Securities Intermediary, the
Secured Party and the Issuer with respect thereto shall be governed by the laws
of the State of New York. Regardless of any provision in any other agreement,
for purposes of the Relevant UCC, New York shall be deemed to be the Securities
Intermediary's jurisdiction and the Reserve Account (as well as the securities
entitlements related thereto) shall be governed by the laws of the State of New
York.
7. SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the event that the
Securities Intermediary has or subsequently obtains by agreement, operation of
law or otherwise a security interest in the Reserve Account or any security
entitlement credited thereto, the Securities Intermediary hereby agrees that
such security interest shall be subordinate to the security interest of the
Secured Party. The financial assets and other items deposited to the Reserve
Account will not be subject to deduction, set-off, banker's lien, or any other
right in favor of any Person other than the Secured Party.
8. NOTICE OF ADVERSE CLAIMS. Except for the claims and interest of the
Secured Party and of the Issuer in the Reserve Account, the Securities
Intermediary does not know of any claim to, or interest in, the Reserve Account
or in any "financial asset" (as defined in ss.8-102(a)(9) of the UCC) credited
thereto. If any Person asserts any lien, encumbrance or adverse claim (including
any writ, garnishment, judgment, warrant of attachment, execution or similar
process) against the Reserve Account or in any financial asset credited thereto,
the Securities Intermediary will promptly notify the Secured Party and the
Issuer thereof.
9. AMENDMENTS. No amendment or modification of this Agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all of the parties hereto.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES
INTERMEDIARY. The Securities Intermediary hereby makes the following
representations, warranties and covenants:
(A) The Reserve Account has been established as set forth in
Section 1 above and the Reserve Account will be maintained in the
manner set forth herein until termination of this Agreement. The
Securities Intermediary shall not change the name or account number of
the Reserve Account without the prior written consent of the Secured
Party.
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(B) No financial asset is or will be registered in the name of
the Issuer, payable to its order, or specially endorsed to it, except
to the extent such financial asset has been endorsed to the Securities
Intermediary or in blank.
(C) This Agreement is the valid and legally binding obligation
of the Securities Intermediary.
(D) The Securities Intermediary has not entered into, and
until the termination of this Agreement will not enter into, any
agreement with any other person relating to any of the Reserve Account
and/or any financial assets credited thereto pursuant to which it has
agreed to comply with entitlement orders (as defined in ss.8-102(a) (8)
of the UCC) of such person. The Securities Intermediary has not entered
into any other agreement with the Issuer or the Secured Party
purporting to limit or condition the obligation of the Securities
Intermediary to comply with entitlement orders as set forth in Section
3.
(E) The Securities Intermediary is a "securities intermediary"
(as defined in ss.8-102(a)(14) of the UCC) and is acting in such
capacity with respect to the Reserve Account.
(F) The Securities Intermediary is not a "clearing
corporation" (as defined in ss.8-102(a)(5) of the UCC).
11. SUCCESSORS. The terms of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
12. NOTICES. Any notice, request or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy or
other electronic means and electronic confirmation of error free receipt is
received or two days after being sent by certified or registered United States
mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth below.
Issuer: c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Secured Party: Wells Fargo Bank Minnesota, National Association
Sixth Street and Marquette Avenue
MAC: N9311-161
Minneapolis, Minnesota 55479
Securities Intermediary: Wells Fargo Bank Minnesota, National Association
Sixth Street and Marquette Avenue
MAC: N9311-161
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Minneapolis, Minnesota 55479
Any party may change his address for notices in the manner set
forth above.
13. REMOVAL OF SECURITIES INTERMEDIARY. The Secured Party acting at the
direction of the Issuer shall remove the Securities Intermediary if it ceases to
be a Qualified Institution or a Qualified Trust Institution unless the Rating
Agency Condition is satisfied in connection with the Securities Intermediary's
ceasing to be a Qualified Institution or a Qualified Trust Institution and
appoint a Qualified Institution or a Qualified Trust Institution to act as
successor Securities Intermediary hereunder. No removal of the Securities
Intermediary shall become effective until a successor Securities Intermediary
shall have been appointed by the Secured Party hereunder and shall have accepted
such appointment in writing. Upon the appointment of a successor Securities
Intermediary and its acceptance of such appointment, the removed Securities
Intermediary shall transfer all items of property held by it to such successor
(which items of property shall be transferred to a new Reserve Account
established and maintained by such successor). Following such appointment all
references herein to Securities Intermediary shall be deemed a reference to such
successor.
14. INDENTURE TRUSTEE AS SECURED PARTY. The Secured Party shall at all
times be the same Person that is the Indenture Trustee under the Indenture.
Resignation or removal of the Indenture Trustee under the Indenture shall also
constitute substitution of a successor Secured Party under this Agreement. Upon
the acceptance of any appointment as successor Indenture Trustee under the
Indenture, that successor Indenture Trustee shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
or removed Secured Party under this Agreement, and the retiring or removed
Secured Party under this Agreement shall promptly transfer to such successor
Secured Party all items of property held by the Secured Party, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Secured Party under this Agreement,
whereupon such retiring or removed Secured Party shall be discharged from its
duties and obligations under this Agreement.
15. NO PETITION. The Securities Intermediary, by entering into this
Agreement, hereby covenants and agrees that it will not at any time institute
against the Issuer or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to this Agreement or any
of the other Basic Documents.
16. LIMITATION OF LIABILITY. (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.
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(b) 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 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.
17. TERMINATION. The rights and powers granted herein to the Secured
Party have been granted in order to perfect its security interests in the
Reserve Account, are powers coupled with an interest and will neither be
affected by the bankruptcy of the Issuer nor by the lapse of time. The
obligations of the Securities Intermediary hereunder shall continue in effect
until the security interests of the Secured Party in the Reserve Account has
been terminated pursuant to the terms of the Indenture, all distributions in
respect of the Certificate Balance and interest due to the Certificateholders
have been paid in full and the Secured Party has notified the Securities
Intermediary of the occurrence of such events in writing.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.
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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 2000-A
By: WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as Owner
Trustee
By: /s/ Donald G. MacKelcan
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Name: Donald G. MacKelcan
Title: Vice President
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Secured Party,
By: /s/ S. Dignan
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Name: S. Dignan
Title: Corporate Trust Officer
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as Securities Intermediary
By: /s/ S. Dignan
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Name: S. Dignan
Title: Corporate Trust Officer
