0001193125-06-131059 Sample Contracts

ADMINISTRATION AGREEMENT Dated as of May 20, 2006
Administration Agreement • June 16th, 2006 • Chase Auto Owner Trust 2006-A • Asset-backed securities • New York

ADMINISTRATION AGREEMENT dated as of May 20, 2006, among CHASE AUTO OWNER TRUST 2006-A, 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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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Depositor and Servicer and CHASE AUTO OWNER TRUST 2006-A as Issuer SALE AND SERVICING AGREEMENT Dated as of May 20, 2006
Sale and Servicing Agreement • June 16th, 2006 • Chase Auto Owner Trust 2006-A • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of May 20, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is made between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association having its main office located at 1111 Polaris Parkway, Columbus, Ohio 43240, and CHASE AUTO OWNER TRUST 2006-A, as issuer.

CHASE AUTO OWNER TRUST 2006-A AMENDED AND RESTATED TRUST AGREEMENT between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Depositor -and- WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of May 20, 2006
Trust Agreement • June 16th, 2006 • Chase Auto Owner Trust 2006-A • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT dated as of May 20, 2006 between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan Chase”), a national banking association having its main office located at 1111 Polaris Parkway, Columbus, Ohio 43240, 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 April 26, 2006 (the “Original Trust Agreement”), between the same parties.

CHASE AUTO OWNER TRUST 2006-A ASSET BACKED NOTES JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Depositor and Servicer NOTE UNDERWRITING AGREEMENT June 6, 2006
Note Underwriting Agreement • June 16th, 2006 • Chase Auto Owner Trust 2006-A • Asset-backed securities • New York
SUBSERVICING AGREEMENT
Subservicing Agreement • June 16th, 2006 • Chase Auto Owner Trust 2006-A • Asset-backed securities • New York

Subservicing Agreement (the “Agreement”), dated as of May 20, 2006, between JPMorgan Chase Bank, National Association, a national banking association (“JPMorgan Chase”), and Chase Auto Finance Corp., a Delaware corporation (the “Subservicer”).

CHASE AUTO OWNER TRUST 2006-A ASSET BACKED CERTIFICATES JPMORGAN CHASE BANK, NATIONAL ASSOCIATION Depositor and Servicer CERTIFICATE UNDERWRITING AGREEMENT June 6, 2006
Underwriting Agreement • June 16th, 2006 • Chase Auto Owner Trust 2006-A • Asset-backed securities • New York
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