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RESERVE ACCOUNT CONTROL AGREEMENT

Account Control Agreement

RESERVE ACCOUNT CONTROL AGREEMENT You are currently viewing:
This Account Control Agreement involves

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | CHASE AUTO OWNER TRUST

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Title: RESERVE ACCOUNT CONTROL AGREEMENT
Governing Law: New York     Date: 3/28/2006

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Exhibit 99.3

Exhibit 99.3

 

RESERVE ACCOUNT CONTROL AGREEMENT, dated as of                              , 20    , among CHASE AUTO OWNER TRUST 20    -    , a Delaware statutory trust (the “Issuer”),                         , not in its individual capacity but solely as indenture trustee (the “Secured Party”), and                         , a                          (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 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 §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 §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. 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 Class R Certificateholder 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 Reserve Account, the Securities Intermediary shall not comply with entitlement orders or other directions issued by the Issuer or the Class R Certificateholder. Funds on deposit in the Reserve Account shall be invested in Permitted Investments selected by


the Issuer or the Class R Certificateholder 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 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 §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

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