0001193125-05-233583 Sample Contracts

CHASE AUTO OWNER TRUST 2005-B Class A-1 4.41% Asset Backed Notes Class A-2 4.77% Asset Backed Notes Class A-3 4.84% Asset Backed Notes Class A-4 4.88% Asset Backed Notes
Administration Agreement • November 30th, 2005 • Chase Auto Owner Trust 2005-B • Asset-backed securities • New York

ADMINISTRATION AGREEMENT dated as of November 1, 2005, among CHASE AUTO OWNER TRUST 2005-B, a Delaware statutory trust (the “Issuer”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

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CHASE BANK USA, NATIONAL ASSOCIATION, as Seller and Servicer and CHASE AUTO OWNER TRUST 2005-B as Issuer SALE AND SERVICING AGREEMENT Dated as of November 1, 2005
Sale and Servicing Agreement • November 30th, 2005 • Chase Auto Owner Trust 2005-B • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of November 1, 2005, (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is made between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association having its principal executive offices located at 200 White Clay Center Drive, Newark, Delaware 19711, and CHASE AUTO OWNER TRUST 2005-B, as issuer.

CHASE AUTO OWNER TRUST 2005-B AMENDED AND RESTATED TRUST AGREEMENT between CHASE BANK USA, NATIONAL ASSOCIATION, as Depositor -and- WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of November 1, 2005
Trust Agreement • November 30th, 2005 • Chase Auto Owner Trust 2005-B • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of November 1, 2005 between CHASE BANK USA, NATIONAL ASSOCIATION (“Chase USA”), a national banking association having its principal executive offices located at 200 White Clay Center Drive, Newark, Delaware 19711, as the depositor (in its capacity as the depositor, the “Depositor”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as the owner trustee (the “Owner Trustee”), amending and restating in its entirety the Trust Agreement, dated as of October 21, 2005 (the “Original Trust Agreement”), between the same parties.

CHASE AUTO OWNER TRUST 2005-B ASSET BACKED NOTES CHASE BANK USA, NATIONAL ASSOCIATION Seller and Servicer NOTE UNDERWRITING AGREEMENT November 15, 2005
Note Underwriting Agreement • November 30th, 2005 • Chase Auto Owner Trust 2005-B • Asset-backed securities • New York
CHASE AUTO OWNER TRUST 2005-B ASSET BACKED CERTIFICATES CHASE BANK USA, NATIONAL ASSOCIATION Seller and Servicer CERTIFICATE UNDERWRITING AGREEMENT November 15, 2005
Underwriting Agreement • November 30th, 2005 • Chase Auto Owner Trust 2005-B • Asset-backed securities • New York
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