Exhibit 99.2
COLLECTION ACCOUNT CONTROL
AGREEMENT , dated as of
, 20
among CHASE AUTO OWNER TRUST 20
- ,
a Delaware statutory trust (the “ Issuer ”),
, a national banking association, not in its individual capacity
but solely as indenture trustee (the “ Secured Party
”), and
, as securities intermediary (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 JPMorgan Chase Bank,
National Association, dated as of
, 20
, 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 Collection
Account . The
Securities Intermediary hereby confirms that (a) the
Securities Intermediary has established the Collection Account,
(b) the Collection Account is a “securities
account” as such term is defined in §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
Collection Account, (d) all property delivered to the
Securities Intermediary pursuant to the Sale and Servicing
Agreement for deposit in the Collection Account will be promptly
credited to the Securities Account and (e) all securities or
other property underlying any financial assets credited to the
Collection 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 Collection 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 Collection
Account shall be treated as a “financial asset” within
the meaning of §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 Collection
Account.
3. Control by Secured
Party . At all times
prior to the termination of this Agreement as provided in
Section 17, the Securities Intermediary shall take
instructions and directions and act upon “entitlement
orders” (within the meaning of §8-102(a)(8) of the UCC)
issued by the Secured Party without further consent by the Issuer.
Except as otherwise provided in this Section, the Securities
Intermediary shall also comply with entitlement orders originated
by the Issuer or the Servicer on behalf of the Issuer without
further consent by the Secured Party. If the Secured Party notifies
the Securities Intermediary that the Secured Party will exercise
exclusive control over the Collection Account, the Securities
Intermediary shall not comply with
entitlement orders or other directions issued by
the Issuer or the Servicer on behalf of the Issuer. Funds on
deposit in the Collection Account shall be invested in Permitted
Investments selected by the Issuer or the Servicer on behalf of the
Issuer or by the Secured Party 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, no property shall be released from the Collection
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
Collection 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 Collection 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 Collection 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 Collection 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 Collection 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 Collection 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 Collection Account, the Securities Intermediary does not know
of any claim to, or interest in, the Collection Account or in any
“financial asset” (as defined in §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 Collection 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.
2
10. Representations,
Warranties and Covenants of the Securities Intermediary
. The Securities
Intermediary hereby makes the following representations, warranties
and covenants:
(A) The Collection Account has been
established as set forth in Section 1 above and the Collection
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 Collection Account
without the prior written consent of the Secured Party.
(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
