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,
