Exhibit 10.4



 Exhibit 10.4 
 CHASE BANK USA, NATIONAL ASSOCIATION 
 Transferor and Servicer 
 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION 
 Paying Agent 
 and 
 THE BANK OF NEW YORK 
 Trustee 
 on behalf of the 
 Certificateholders 
 of 
 CHASE CREDIT CARD MASTER TRUST 
  

 FOURTH AMENDED AND RESTATED

 POOLING AND SERVICING AGREEMENT 
 Dated as of March 14, 2006 







 TABLE OF CONTENTS 
  

					
	  	    	 	  	Page
	 ARTICLE I
	    	DEFINITIONS	  	2
			
	 Section 1.1
	    	Definitions	  	2
	 Section 1.2
	    	Other Definitional Provisions	  	21
			
	 ARTICLE II
	    	CONVEYANCE OF RECEIVABLES; ISSUANCE OF CERTIFICATES	  	23
			
	 Section 2.1
	    	Conveyance of Receivables	  	23
	 Section 2.2
	    	Acceptance by Trustee	  	25
	 Section 2.3
	    	Representations and Warranties of the Transferor	  	25
	 Section 2.4
	    	Representations and Warranties of the Transferor Relating to the Agreement and the Receivables	  	27
	 Section 2.5
	    	Covenants of the Transferor	  	32
	 Section 2.6
	    	Addition of Accounts	  	34
	 Section 2.7
	    	Removal of Accounts	  	37
			
	 ARTICLE III
	    	ADMINISTRATION AND SERVICING OF RECEIVABLES	  	40
			
	 Section 3.1
	    	Acceptance of Appointment and Other Matters Relating to the Servicer	  	40
	 Section 3.2
	    	Servicing Compensation	  	42
	 Section 3.3
	    	Representations and Warranties of the Servicer	  	42
	 Section 3.4
	    	Reports and Records for the Trustee	  	43
	 Section 3.5
	    	Annual Servicer’s Certificates	  	44
	 Section 3.6
	    	Annual Independent Accountants’ Servicing Report	  	45
	 Section 3.7
	    	Tax Treatment	  	46
	 Section 3.8
	    	Notices to the Transferor	  	46
			
	 ARTICLE IV
	    	RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS	  	47
			
	 Section 4.1
	    	Rights of Certificateholders	  	47
	 Section 4.2
	    	Establishment of Accounts	  	47
	 Section 4.3
	    	Collections and Allocations	  	49
	 Section 4.4
	    	Allocations During Funding Period	  	52
	 Section 4.5
	    	Certain Fees	  	52

  

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	 ARTICLE V
	    	[ARTICLE V IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]	  	53
			
	 ARTICLE VI
	    	THE CERTIFICATES	  	54
			
	 Section 6.1
	    	The Certificates	  	54
	 Section 6.2
	    	Authentication of Certificates	  	54
	 Section 6.3
	    	Registration of Transfer and Exchange of Certificates	  	55
	 Section 6.4
	    	Mutilated, Destroyed, Lost or Stolen Certificates	  	57
	 Section 6.5
	    	Persons Deemed Owners	  	58
	 Section 6.6
	    	Appointment of Paying Agent	  	58
	 Section 6.7
	    	Access to List of Certificateholders’ Names and Addresses	  	59
	 Section 6.8
	    	Authenticating Agent	  	60
	 Section 6.9
	    	New Issuances	  	61
	 Section 6.10
	    	Book-Entry Certificates	  	63
	 Section 6.11
	    	Notices to Clearing Agency	  	64
	 Section 6.12
	    	Definitive Certificates	  	64
	 Section 6.13
	    	Global Certificate	  	64
	 Section 6.14
	    	Meetings of Certificateholders	  	64
			
	 ARTICLE VII
	    	OTHER MATTERS RELATING TO THE TRANSFEROR	  	66
			
	 Section 7.1
	    	Liability of the Transferor	  	66
	 Section 7.2
	    	Merger or Consolidation of, or Assumption of the Obligations of, the Transferor	  	66
	 Section 7.3
	    	Limitation of Liability	  	67
	 Section 7.4
	    	Liabilities	  	67
			
	 ARTICLE VIII
	    	OTHER MATTERS RELATING TO THE SERVICER	  	69
			
	 Section 8.1
	    	Liability of the Servicer	  	69
	 Section 8.2
	    	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer	  	69
	 Section 8.3
	    	Limitation of Liability of the Servicer and Others	  	69
	 Section 8.4
	    	Servicer Indemnification of the Trust and the Trustee	  	70
	 Section 8.5
	    	The Servicer Not to Resign	  	70
	 Section 8.6
	    	Access to Certain Documentation and Information Regarding the Receivables	  	71
	 Section 8.7
	    	Delegation of Duties	  	71
	 Section 8.8
	    	Examination of Records	  	71
			
	 ARTICLE IX
	    	PAY OUT EVENTS	  	72
			
	 Section 9.1
	    	Pay Out Events	  	72
	 Section 9.2
	    	Additional Rights Upon the Occurrence of Certain Events	  	72

  

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	 ARTICLE X
	    	SERVICER DEFAULTS	  	74
			
	 Section 10.1
	    	Servicer Defaults	  	74
	 Section 10.2
	    	Trustee to Act; Appointment of Successor	  	76
	 Section 10.3
	    	Notification to Certificateholders	  	77
	 Section 10.4
	    	Waiver of Past Defaults	  	77
			
	 ARTICLE XI
	    	THE TRUSTEE	  	79
			
	 Section 11.1
	    	Duties of Trustee	  	79
	 Section 11.2
	    	Certain Matters Affecting the Trustee	  	80
	 Section 11.3
	    	Trustee Not Liable for Recitals in Certificates	  	82
	 Section 11.4
	    	Trustee May Own Certificates	  	82
	 Section 11.5
	    	The Servicer to Pay Trustee’s Fees and Expenses	  	82
	 Section 11.6
	    	Eligibility Requirements for Trustee	  	82
	 Section 11.7
	    	Resignation or Removal of Trustee	  	83
	 Section 11.8
	    	Successor Trustee	  	83
	 Section 11.9
	    	Merger or Consolidation of Trustee	  	84
	 Section 11.10
	    	Appointment of Co-Trustee or Separate Trustee	  	84
	 Section 11.11
	    	Tax Returns	  	85
	 Section 11.12
	    	Trustee may Enforce Claims Without Possession of Certificates	  	85
	 Section 11.13
	    	Suits for Enforcement	  	86
	 Section 11.14
	    	Rights of Certificateholders to Direct Trustee	  	86
	 Section 11.15
	    	Representations and Warranties of Trustee	  	86
	 Section 11.16
	    	Maintenance of Office or Agency	  	86
			
	 ARTICLE XII
	    	TERMINATION	  	88
			
	 Section 12.1
	    	Termination of Trust	  	88
	 Section 12.2
	    	Optional Purchase	  	89
	 Section 12.3
	    	Final Payment with Respect to any Series	  	89
	 Section 12.4
	    	Termination Rights of Holder of Transferor Certificate	  	90
			
	 ARTICLE XIII
	    	MISCELLANEOUS PROVISIONS	  	92
			
	 Section 13.1
	    	Amendment	  	92
	 Section 13.2
	    	Protection of Right, Title and Interest to Trust	  	93
	 Section 13.3
	    	Limitation on Rights of Certificateholders	  	94
	 Section 13.4
	    	GOVERNING LAW	  	95
	 Section 13.5
	    	Notices	  	95
	 Section 13.6
	    	Severability of Provisions	  	96
	 Section 13.7
	    	Assignment	  	96
	 Section 13.8
	    	Certificates Non-Assessable and Fully Paid	  	97
	 Section 13.9
	    	Further Assurances	  	97
	 Section 13.10
	    	No Waiver; Cumulative Remedies	  	97
	 Section 13.11
	    	Counterparts	  	97
	 Section 13.12
	    	Third-Party Beneficiaries	  	97

  

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	 Section 13.13
	    	Actions by Certificateholders	  	97
	 Section 13.14
	    	Rule 144A Information	  	97
	 Section 13.15
	    	Merger and Integration	  	98
	 Section 13.16
	    	Headings	  	98
	 Section 13.17
	    	Characterization of the Trust	  	98
	 Section 13.18
	    	Fiscal Year	  	98
			
	 ARTICLE XIV
	    	COMPLIANCE WITH REGULATION AB	  	99
			
	 Section 14.1
	    	Intent of the Parties; Reasonableness	  	99
	 Section 14.2
	    	Additional Representations and Warranties of the Trustee	  	99
	 Section 14.3
	    	Information to Be Provided by the Trustee	  	100
	 Section 14.4
	    	Trustee’s Report on Assessment of Compliance and Attestation	  	101
	 Section 14.5
	    	Information to Be Provided by the Paying Agent	  	101
	 Section 14.6
	    	Paying Agent’s Report on Assessment of Compliance and Attestation	  	102
	 Section 14.7
	    	Additional Representations and Warranties of the Servicer	  	102
	 Section 14.8
	    	Information to Be Provided by the Servicer	  	103
	 Section 14.9
	    	Servicer’s Report on Assessment of Compliance and Attestation	  	105
	 Section 14.10
	    	Use of Subservicers and Servicing Participants	  	106

 EXHIBITS 
  

			
	 Exhibit A
	    	Form of Transferor Certificate
	 Exhibit B
	    	Form of Assignment of Receivables in Additional Accounts
	 Exhibit C
	    	Form of Monthly Servicer’s Certificate
	 Exhibit D
	    	Form of Annual Servicer’s Certificate
	 Exhibit E
	    	Form of Annual Opinion of Counsel
	 Exhibit F
	    	Form of Reassignment of Receivables
	 Exhibit G
	    	Form of Reconveyance of Receivables
	 Exhibit H
	    	Form of Annual Certification
	 Exhibit I
	    	Servicing Criteria to be Addressed in Assessment of Compliance (Trustee)
	 Exhibit J
	    	Servicing Criteria to be Addressed in Assessment of Compliance (Paying Agent)
	 Exhibit K
	    	Servicing Criteria to be Addressed in Assessment of Compliance ([Servicer] / [Subservicer]]

 SCHEDULES 
  

			
	 Schedule 1
	    	List of Accounts [Deemed Incorporated]

  

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 FOURTH AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of March 14, 2006 (the
“Agreement”), by and among CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, as Transferor and as Servicer, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent, and THE BANK
OF NEW YORK, a New York banking corporation, as Trustee. 
 WHEREAS, The Chase Manhattan Bank, a New York banking corporation (formerly known
as Chemical Bank), as Transferor and Servicer, and the Trustee are parties to a Pooling and Servicing Agreement, dated as of October 19, 1995 (the “Original Pooling and Servicing Agreement”); 
 WHEREAS, Chase Manhattan Bank USA, National Association, a national banking association (formerly known as The Chase Manhattan Bank (USA), as Transferor
and predecessor to Chase Bank USA, National Association), as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and the Trustee are parties to an Amended and Restated
Pooling and Servicing Agreement, dated as of June 1, 1996 (the “Amended Pooling and Servicing Agreement,” which amended and restated the Original Pooling and Servicing Agreement, and any amendments thereto, in its entirety);

 WHEREAS, all of the parties to the Amended Pooling and Servicing Agreement are parties to a Second Amended and Restated Pooling and
Servicing Agreement, dated as of September 1, 1996 (the “Second Amended and Restated Pooling and Servicing Agreement,” which amended and restated the Amended and Restated Pooling and Servicing Agreement, and any amendments
thereto, in its entirety); 
 WHEREAS, all of the parties to the Second Amended and Restated Pooling and Servicing Agreement are parties to a
Third Amended and Restated Pooling and Servicing Agreement, dated as of November 15, 1999 (the “Third Amended and Restated Pooling and Servicing Agreement,” which amended and restated the Second Amended and Restated Pooling and
Servicing Agreement, and any amendments thereto, in its entirety); and 
 WHEREAS, the parties hereto, as the parties to (or
successors-in-interest thereof) the Third Amended and Restated Pooling and Servicing Agreement, desire to amend and restate the Third Amended and Restated Pooling and Servicing Agreement, and any amendments thereto, to read in its entirety as set
forth below. 
 NOW, THEREFORE, pursuant to subsection 13.1(b) of the Third Amended and Restated Pooling and Servicing Agreement, the parties
hereto hereby agree that, effective on and as of the date hereof, the Third Amended and Restated Pooling and Servicing Agreement, and any amendments thereto, is hereby amended to read in its entirety as follows: 
 In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and the Certificateholders:








 ARTICLE I 
 DEFINITIONS 
 Section 1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the following meanings: 
 “Account Information” shall have the meaning specified in subsection 2.2(b).

 “Account” shall mean each VISA® and MasterCard®1 credit card
account established pursuant to a Credit Card Agreement between the Transferor and any Person identified by account number and by the Receivable balance as of the Cut-Off Date and as of each Addition Date in each computer file or microfiche list
delivered to the Trustee by the Transferor pursuant to Section 2.1 or 2.6. The definition of Account shall include each Transferred Account. The term “Account” shall be deemed to refer to an Additional Account only from and after the
Addition Date with respect thereto, and the term “Account” shall be deemed to refer to any Removed Account only prior to the Removal Date with respect thereto. 
 “Accumulation Period” shall mean, with respect to any Series, or any Class within a Series, a period following the Revolving Period during which Collections of Principal Receivables are accumulated in
an account for the benefit of the Investor Certificateholders of a Series, or a Class within such Series, which shall be the controlled accumulation period, the rapid accumulation period or other accumulation period, in each case as defined with
respect to such Series in the related Supplement. 
 “Addition Date” shall mean each date as of which Additional Accounts
will be included as Accounts pursuant to Section 2.6. 
 “Additional Accounts” shall have the meaning specified in
subsection 2.6(a). 
 “Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Aggregate Addition Limit” shall mean the aggregate amount of Principal Receivables (exclusive of the aggregate amount of Principal
Receivables in any Approved Accounts), which would either (x) with respect to any three-month period, equal 15% of the aggregate amount of Principal Receivables (inclusive of the aggregate amount of Principal Receivables in Approved Accounts
added during such period) as of the first day of such three- 


	1	VISA® and MasterCard® are registered trademarks of VISA USA, Inc., and of MasterCard International Incorporated, respectively. 

  

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 month period or (y) with respect to any twelve-month period, equal 20% of the aggregate amount of Principal
Receivables (inclusive of the aggregate amount of Principal Receivables in Approved Accounts added during such period) as of the first day of such twelve-month period. 
 “Aggregate Investor Default Amount” shall have, with respect to any Series of Certificates, the meaning stated in the related Supplement. 
 “Aggregate Investor Interest” shall mean, as of any date of determination, the sum of the Investor Interests of all Series of
Certificates issued and outstanding on such date of determination. 
 “Aggregate Investor Percentage” with respect to
Principal Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts, as the case may be, shall mean, as of any date of determination, the sum of such Investor Percentages of all Series of Certificates issued and outstanding on
such date of determination; provided, however, that the Aggregate Investor Percentage shall not exceed 100%. 
 “Agreement” shall mean this Pooling and Servicing Agreement and all amendments hereof and supplements hereto, including any Supplement. 
 “Amortization Period” shall mean, with respect to any Series, or any Class within a Series, a period following the Revolving Period during which principal is distributed to Investor
Certificateholders, which shall be the controlled amortization period, the principal amortization period, the rapid amortization period, or other amortization period, in each case as defined with respect to such Series in the related Supplement.

 “Annual Membership Fee” shall have the meaning specified in the Credit Card Agreement applicable to each Account for
annual membership fees or similar terms. 
 “Applicants” shall have the meaning specified in Section 6.7. 

“Appointment Day” shall have the meaning specified in subsection 9.2(a). 
 “Approved Accounts” shall mean each Additional Account added to the Trust with respect to which the Rating Agency Condition has been
satisfied. 
 “Assignment” shall have the meaning specified in subsection 2.6(c)(ii). 
 “Authorized Newspaper” shall mean a newspaper of general circulation in the Borough of Manhattan, The City of New York printed in the
English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays and holidays. 
 “Average Principal Receivables” shall mean, for any period, an amount equal to (a) the sum of the aggregate amount of Principal Receivables at the end of each day during such period divided by
(b) the number of days in such period. 
 “Bank Portfolio” shall mean the MasterCard and VISA accounts owned by the
Transferor. 
  

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 “Bankruptcy Code” shall mean the United States federal Bankruptcy Code, Title 11 of the
United States Code, as amended. 
 “Base Rate” shall have the meaning, with respect to any Series, specified in the related
Supplement. 
 “Bearer Certificates” shall have the meaning specified in Section 6.1. 
 “Bearer Rules” shall mean the provisions of the Internal Revenue Code, in effect from time to time, governing the treatment of bearer
obligations, including sections 163(f), 871, 881, 1441, 1442 and 4701, and any regulations thereunder including, to the extent applicable to any Series, Proposed or Temporary Regulations. 
 “BIF” shall mean the Bank Insurance Fund administered by the FDIC. 
 “Book-Entry Certificates” shall mean certificates evidencing a beneficial interest in the Investor Certificates, ownership and transfers
of which shall be made through book entries by a Clearing Agency as described in Section 6.10; provided, however that after the occurrence of a condition whereupon book-entry registration and transfer are no longer authorized and
Definitive Certificates are to be issued to the Certificate Owners, such certificates shall no longer be “Book-Entry Certificates.” 
 “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York (or, with respect to any Series, any additional city specified in the related Supplement) are
authorized or obligated by law or executive order to be closed. 
 “Cash Advance Fees” shall have the meaning specified in
the Credit Card Agreement applicable to each Account for cash advance fees or similar terms. 
 “Cedel” shall mean
Cedelbank, société anonyme. 
 “Certificate” shall mean any one of the Investor Certificates of any Series or
the Transferor Certificate. 
 “Certificateholder” or “Holder” shall mean the Person in whose name a
Certificate is registered in the Certificate Register; if applicable, the holder of any Bearer Certificate or Coupon, as the case may be or such other person deemed to be a “Certificateholder” or “Holder” in any Series
Supplement; and, if used with respect to the Transferor Interest, a Person in whose name the Transferor Certificate is registered in the Certificate Register or a Person in whose name ownership of the uncertificated interest in the Transferor
Interest is recorded in the books and records of the Trustee. 
 “Certificate Interest” shall mean interest payable in
respect of the Investor Certificates of any Series pursuant to Article IV of the Supplement for such Series. 
 “Certificate
Owner” shall mean, with respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate, as may be reflected on the 

  

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books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency). 
 “Certificate Principal” shall mean principal payable in respect of
the Investor Certificates of any Series pursuant to Article IV of this Agreement. 
 “Certificate Rate” shall mean, with
respect to any Series of Certificates (or, for any Series with more than one Class, for each Class of such Series), the percentage (or formula on the basis of which such rate shall be determined) stated in the related Supplement. 
 “Certificate Register” shall mean the register maintained pursuant to Section 6.3, providing for the registration of the
Certificates and transfers and exchanges thereof. 
 “Chase Account” shall mean any Account included in the Trust Portfolio
pursuant to that certain Assignment No. 2 of Receivables in Additional Accounts, dated as of September 1, 1996, among JPMorgan Chase Bank, Chase USA and the Trustee, and any other Accounts originated by Chase USA and assigned to the Trust
Portfolio. 
 “Chase Corporate Trust Office” shall mean the principal office of JPMorgan Chase Bank at which at any
particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at 270 Park Avenue, New York, New York 10017. 
 “Chase Portfolio Account” shall mean a MasterCard or VISA account owned by Chase USA which is not processed by FDR. 
 “Chase USA” shall mean Chase Bank USA, National Association, a banking corporation organized and existing under the laws of the United
States and having its headquarters in the City of Newark, State of Delaware. 
 “Chemical Account” shall mean any Account
other than a Chase Account. 
 “Chemical Portfolio Account” shall mean any MasterCard or VISA account owned by the
Transferor other than a Chase Portfolio Account. 
 “Class” shall mean, with respect to any Series, any one of the classes
of Certificates of that Series as specified in the related Supplement. 
 “Clearing Agency” shall mean an organization
registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. 
 “Clearing Agency Participant” shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency or Foreign Clearing Agency effects book-entry transfers and pledges
of securities deposited with the Clearing Agency or Foreign Clearing Agency. 
  

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 “Closing Date” shall mean, with respect to any Series, the date of issuance of such
Series of Certificates, as specified in the related Supplement. 
 “Collateral Interest” shall have the meaning, with
respect to any Series, specified in the related Supplement. 
 “Collection Account” shall have the meaning specified in
subsection 4.2(a). 
 “Collections” shall mean all payments (including Insurance Proceeds) received by the Servicer in
respect of the Receivables, in the form of cash, checks, wire transfers, ATM transfers or other form of payment in accordance with the Credit Card Agreement in effect from time to time. A Collection processed on an Account in excess of the aggregate
amount of Receivables in such Account as of the Date of Processing of such Collection shall be deemed to be a payment in respect of Principal Receivables to the extent of such excess. Collections with respect to any Monthly Period shall include the
amount of Interchange (if any) and the amount of Recoveries (if any) allocable to the Trust with respect to such Monthly Period, to be applied as if such amounts were Collections of Finance Charge Receivables for all purposes. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted and created under the Exchange Act, or, if
at any time after the execution of this Agreement such Commission is not existing, then the body performing the duties of, and that is replacing the Commission at such date. 
 “Companion Series” shall mean (i) each Series which has been paired with another series (which Series may be prefunded in whole or
in part), such that the reduction of the Investor Interest of such Series results in the increase of the Investor Interest of such other Series, as described in the related Supplements, and (ii) such other Series, as described in the related
Supplements. 
 “Controlled Distribution Amount,” with respect to any Series, shall have the meaning specified in the
related Supplement. 
 “Corporate Trust Office” shall mean the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at 101 Barclay Street, 8 West, New York, New York 10286. 
 “Coupon” shall have the meaning specified in Section 6.1. 
 “Credit Adjustment” shall have the meaning specified in subsection 4.3(c). 
 “Credit Card Agreement” shall mean the agreement and Federal Truth in Lending Statement for MasterCard and VISA credit card accounts
between any Obligor and the Transferor, as such agreement may be amended, modified or otherwise changed from time to time. 
 “Credit
Card Guidelines” shall mean the Transferor’s policies and procedures relating to the operation of its credit card business, including, without limitation, the policies and 

  

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procedures for determining the creditworthiness of credit card customers, the extension of credit to credit card customers, and relating to the maintenance
of credit card accounts and collection of credit card receivables, as such policies and procedures may be amended from time to time. 
 “Credit Enhancement” shall mean, with respect to any Series, the subordination, the cash collateral guaranty or account, collateral interest, letter of credit, surety bond, insurance policy, spread account, reserve account,
cross-support feature or any other contract or agreement for the benefit of the Certificateholders of such Series (or Certificateholders of a Class within such Series) as designated in the applicable Supplement. 
 “Credit Enhancement Provider” shall mean, with respect to any Series, the Person, if any, designated as such in the related Supplement.

 “Cut-Off Date” shall mean September 26, 1995. 
 “Date of Processing” shall mean, with respect to any transaction, the date on which such transaction is first recorded on the
Servicer’s computer master file of VISA and MasterCard accounts (without regard to the effective date of such recordation). 
 “Default Amount” shall mean, with respect to any Defaulted Account, the amount of Principal Receivables (other than Ineligible Receivables) in such Defaulted Account on the day such Account became a Defaulted Account.

 “Defaulted Account” shall mean each Account with respect to which, in accordance with the Credit Card Guidelines or the
Servicer’s customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables, the Servicer has charged off the Receivables in such Account as uncollectible. An Account shall become a Defaulted Account
on the day on which such Receivables are recorded as charged off as uncollectible on the Servicer’s computer master file of VISA and MasterCard accounts. Notwithstanding any other provision hereof, any Receivables in a Defaulted Account that
are Ineligible Receivables shall be treated as Ineligible Receivables rather than Receivables in Defaulted Accounts. 
 “Definitive
Certificate” shall have the meaning specified in Section 6.10. 
 “Delaware Act” shall mean the Asset Backed
Securities Facilitation Act located in Title 6, Chapter 27A of the Delaware Code. 
 “Depository” shall have the meaning
specified in Section 6.10. 
 “Depository Agreement” shall mean, with respect to a Series having Book-Entry
Certificates, the agreement among the Transferor, the Trustee and the Clearing Agency, or as otherwise provided in the related Supplement. 
 “Determination Date” shall mean, unless otherwise specified in the related Series Supplement, the tenth calendar day of each month, or if such day is not a Business Day, the next preceding Business Day. 
  

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 “Distribution Account” shall have the meaning specified in subsection 4.2(c).

 “Distribution Date” shall mean, with respect to each Series, the dates specified in the related Supplement. 

“Dollars”, “$” or “U.S. $” shall mean United States dollars. 
 “Eligible Account” shall mean, as of the Cut-Off Date (or, with respect to Additional Accounts as of the relevant Addition Date), each
Account owned by the Transferor: 
 (a) which is in existence and maintained with the Transferor; 
 (b) which is payable in Dollars; 
 (c) the
Obligor on which has provided, as its most recent billing address, an address which is located in the United States or its territories or possessions; 
 (d) which the Transferor has not classified on its electronic records as counterfeit, deleted, fraudulent, stolen or lost; 
 (e) which the Transferor has not charged off in its customary and usual manner for charging off such Accounts as of the Cut-Off Date (or, with respect to Additional Accounts, as of the relevant Addition Date); and

 (f) the Obligor of which has not been identified by the Transferor on its electronic records as being involved in a voluntary or
involuntary bankruptcy proceeding. 
 “Eligible Deposit Account” shall mean either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any
domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic credit rating
categories which signifies investment grade. 
 “Eligible Institution” shall mean (a), the Servicer, (b) a depository
institution (which may be the Trustee or an Affiliate) organized under the laws of the United States or any one of the states thereof which at all times (i) has either (x) a long-term unsecured debt rating of “A2” or better by
Moody’s or (y) a certificate of deposit rating of “P-1” by Moody’s, (ii) has either (x) a long-term unsecured debt rating of “AAA” by Standard & Poor’s or (y) a certificate of deposit
rating of “A-l+” by Standard & Poor’s and (iii) is a member of the FDIC or (c) any other institution that is acceptable to the Rating Agencies. 
 “Eligible Receivable” shall mean each Receivable: 
 (a) which has arisen under an Eligible Account (in the case of Accounts conveyed to the Trust on the Initial Closing Date and in the case of Additional Accounts conveyed to the Trust on the relevant Addition Date);

  

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 (b) which was created in compliance, in all material respects, with all Requirements of Law applicable to
the Transferor and pursuant to a Credit Card Agreement which complies, in all material respects, with all Requirements of Law applicable to the Transferor; 
 (c) with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in
connection with the creation of such Receivable or the execution, delivery and performance by the Transferor of the Credit Card Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force
and effect as of such date of creation; 
 (d) as to which, as of the Closing Date, or in the case of Receivables in Additional Accounts as
of the relevant Addition Date, the Transferor or the Trust had good title thereto, free and clear of all Liens arising under or through the Transferor or any of its Affiliates (other than Liens permitted pursuant to subsection 2.5(b)); 

(e) which is the legal, valid and binding payment obligation of the Obligor thereon, enforceable against such Obligor in accordance with its terms,
except as affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws, now or hereafter in effect, relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a suit in
equity or at law) and an implied covenant of good faith and fair dealing; and 
 (f) which constitutes an “account” or
“general intangible” under and as defined in Article 9 of the UCC. 
 “Enhancement Invested Amount” shall have the
meaning, with respect to any Series, specified in the related Supplement. 
 “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time. 
 “Euroclear Operator” shall mean Morgan Guaranty Trust Company
of New York, Brussels, Belgium office, as operator of the Euroclear System. 
 “Excess Funding Account” shall have the
meaning specified in subsection 4.2(d). 
 “Excess Funding Amount” shall mean, as of any date of determination, the
principal amount on deposit in the Excess Funding Account. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934,
as amended. 
 “Extended Trust Termination Date” shall have the meaning specified in subsection 12.1(a). 
 “FDIC” shall mean the Federal Deposit Insurance Corporation. 
  

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 “FDR” shall have the meaning specified in Section 8.7. 
 “Fee Determination Date” shall have the meaning specified in Section 4.5(a). 
 “Fifth Amendment” shall mean the Fifth Amendment to the Third Amended and Restated Pooling and Servicing Agreement, dated as of
February 1, 2006. 
 “Finance Charge Account” shall have the meaning specified in subsection 4.2(b). 
 “Finance Charge Receivables” shall mean Receivables created in respect of the Periodic Finance Charges, Cash Advance Fees and Late Fees
and similar fees and charges, Annual Membership Fees and Special Fees to the extent such Special Fees are categorized as Finance Charge Receivables. Finance Charge Receivables with respect to any Monthly Period shall include the amount of
Interchange (if any), Recoveries (if any), Insurance Proceeds and investment earnings from any of the Trust Accounts, and other amounts allocable to any Series of Certificates pursuant to any Supplement with respect to such Monthly Period that are
to be treated as Finance Charge Receivables but shall exclude charges for credit insurance. For purposes of this Agreement, the amounts of Late Fees, similar fees and charges, Special Fees and Interchange to be included in Finance Charge Collections
shall be determined in accordance with Sections 4.5 and 4.6 hereof. 
 “Foreign Clearing Agency” shall mean Cedel and the
Euroclear Operator. 
 “Funding Period” shall have the meaning specified in Section 4.4. 
 “Global Certificate” shall have the meaning specified in Section 6.13. 
 “Governmental Authority” shall mean the United States of America, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 
 “Group” shall mean, with respect to any Series, the group of Series in which the related Supplement specifies that such Series shall be included. 
 “Holder of the Transferor Certificate” or “holder of the Transferor Certificate” shall mean the Holder of the
Transferor Certificate or the Holder of any uncertificated interest in the Transferor Interest. 
 “Ineligible Receivable”
shall have the meaning specified in subsection 2.4(d)(iii). 
 “Initial Closing Date” shall mean October 19, 1995.

 “Initial Investor Interest” shall mean, with respect to any Series of Certificates, the amount stated in the related
Supplement. 
 “Insolvency Event” shall have the meaning specified in subsection 9.2(a). 
  

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 “Insurance Proceeds” shall mean any amounts recovered by the Servicer pursuant to any
credit insurance policies covering any Obligor with respect to Receivables under such Obligor’s Account. 
 “Interchange” shall mean, (1) with respect to any Monthly Period prior to the September 1996 Monthly Period, the product of (x) the amounts recorded by the Transferor as interchange with respect to the Bank
Portfolio for such Monthly Period and (y) the Trust Percentage; and (2) with respect to each Monthly Period commencing with the September 1996 Monthly Period, the product of (x) the amounts recorded by the Transferor as interchange
with respect to the Bank Portfolio for such Monthly Period and (y) a fraction, the numerator of which is the total amount of purchases of merchandise and services relating to the Accounts made during such Monthly Period and the denominator of
which is the total amount of purchases of merchandise and services relating to the Bank Portfolio with respect to such Monthly Period. 
 “Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 
 “Investment Company Act” shall mean the Investment Company Act of 1940, as amended from time to time. 
 “Investor Account” shall mean each of the Finance Charge Account, the Principal Account, the Excess Funding Account and the Distribution Account. 
 “Investor Certificate” shall mean any one of the certificates (including, without limitation, the Bearer Certificates, the Registered
Certificates or the Global Certificates) issued by the Trust, executed by the Transferor and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple Classes) of the investor certificate attached to the
related Supplement. 
 “Investor Certificateholder” shall mean each holder of record of an Investor Certificate. 

“Investor Charge-Off” shall have, with respect to each Series, the meaning specified in the applicable Supplement. 
 “Investor Default Amount” shall have, with respect to any Series of Certificates, the meaning stated in the related Supplement.

 “Investor Interest” shall have, with respect to any Series of Certificates, the meaning stated in the related Supplement.

 “Investor Percentage” shall have, with respect to Principal Receivables, Finance Charge Receivables and Receivables in
Defaulted Accounts, and any Series of Certificates, the meaning stated in the related Supplement. 
 “Investor Servicing
Fee” shall have, with respect to each Series, the meaning specified in Section 3.2. 
  

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 “Issuing Entity” shall mean, the Chase Issuance Trust, a Delaware statutory trust.

 “JPMorgan Chase Bank” shall mean JPMorgan Chase Bank, National Association, a national banking association organized and
existing under the laws of the United States. 
 “Late Fees” shall have the meaning specified in the Credit Card Agreement
applicable to each Account for late fees or similar terms. 
 “Lien” shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing or comparable law of any jurisdiction to evidence any of the foregoing; provided, however, that any
assignment pursuant to Section 7.2 shall not be deemed to constitute a Lien. 
 “Minimum Aggregate Principal
Receivables” shall mean, as of any date of determination, the sum of the numerators used on such date to calculate the Investor Percentage with respect to Principal Receivables for all Series outstanding on such date, less the amount on
deposit in the Excess Funding Account as of such date of determination. 
 “Minimum Transferor Interest” shall mean, with
respect to any Monthly Period, an amount equal to the product of the Minimum Transferor Interest Percentage and the sum of (i) the Average Principal Receivables for such Monthly Period, (ii) the Excess Funding Amount and (iii) any
amounts on deposit in any Principal Funding Account and any other Series Account (if so specified in the applicable Supplement). 
 “Minimum Transferor Interest Percentage” shall mean the highest percentage specified as the “Minimum Transferor Interest Percentage” in any Supplement; provided, however, that the Transferor
may reduce the Minimum Transferor Interest Percentage upon (w) 30 days’ prior notice to the Trustee, each Rating Agency and any Credit Enhancement Provider entitled to receive such notice pursuant to the relevant Supplement,
(x) written confirmation from each Rating Agency that such action will satisfy the Rating Agency Condition, (y) delivery to the Trustee and each such Credit Enhancement Provider of an Officer’s Certificate stating that the Transferor
reasonably believes that such reduction will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event to occur with respect to any Series and (z) delivery to the Trustee of a Tax
Opinion; provided further that the Minimum Transferor Interest Percentage shall not at any time be less than 2%. 
 “Monthly Period” shall mean, unless otherwise defined in any Supplement, the period from and including the first day of a calendar month to and including the last day of a calendar month. 
 “Moody’s” shall mean Moody’s Investors Service, Inc. 
 “New Issuance” shall have the meaning specified in subsection 6.9(b). 
 “New Issuance Date” shall have the meaning specified in subsection 6.9(b). 
  

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 “New Issuance Notice” shall have the meaning specified in subsection 6.9(b). 

“Notice Date” shall have the meaning specified in subsection 2.6(c)(i). 
 “Obligor” shall mean, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account,
including any guarantor thereof. 
 “Officer’s Certificate” shall mean a certificate signed by any Vice President or
more senior officer of the Transferor or Servicer and delivered to the Trustee. 
 “Opinion of Counsel” shall mean a written
opinion of counsel, who may be counsel for or an employee of the Person providing the opinion, and who shall be reasonably acceptable to the Trustee. 
 “Participation” shall have the meaning specified in subsection 2.6(a)(ii). 
 “Paying Agent” shall mean any paying agent appointed pursuant to Section 6.6 and shall initially be JPMorgan Chase Bank. 
 “Pay Out Commencement Date” shall mean, (a) with respect to each Series, the date on which a Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or (b) with respect to any
Series, a Series Pay Out Event is deemed to occur pursuant to the Supplement for such Series. 
 “Pay Out Event” shall mean,
with respect to each Series, a Trust Pay Out Event or a Series Pay Out Event. 
 “Periodic Finance Charges” shall have the
meaning specified in the Credit Card Agreement applicable to each Account for finance charges (due to periodic rate) or any similar term. 
 “Permitted Activities” shall mean the primary activities of the Trust, which shall be: 
 (a) holding Receivables
transferred from the Transferor and other assets of the Trust, including any Credit Enhancement with respect to any Series and passive derivative financial instruments that pertain to beneficial interests issued or sold to parties other than the
Transferor, its Affiliates or its agents; 
 (b) issuing Certificates and other interests in the Trust assets; 
 (c) receiving Collections and making payments on such Certificates and interests in accordance with the terms of this Agreement and any Series
Supplement; and 
 (d) engaging in other activities that are necessary or incidental to accomplish these limited purposes, which activities
cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature. 
  

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 “Permitted Investments” shall mean, unless otherwise provided in the Supplement with
respect to any Series: 
 (a) book-entry securities or negotiable instruments or securities represented by instruments in bearer or
registered form which evidence (i) obligations of or fully guaranteed by the United States of America; (ii) demand deposits, time deposits or certificates of deposit of any depositary institution or trust company incorporated under the
laws of the United States of America or any state thereof (or domestic branches of foreign banks) which mature no later than 90 days after the date of investment, and subject to supervision and examination by federal or state banking or depositary
institution authorities, which mature no later than 90 days after the date of investment; provided, however, that at the time of the Trust’s investment or contractual commitment to invest therein, the certificates of deposit or
short-term deposits of such depositary institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+”, respectively; (iii) commercial paper, other than
commercial paper issued by the Transferor or any of its Affiliates, having, at the time of the Trust’s investment or contractual commitment to invest therein, a rating from Moody’s and Standard & Poor’s of “P-1” and
“A-l+”, respectively and (iv) bankers’ acceptances issued by any depository institution or trust company described in clause (a)(ii) above other than JPMorgan Chase Bank; 
 (b) demand deposits in the name of the Trust or the Trustee in any depositary institution or trust company referred to in clause (a)(ii) above;

 (c) repurchase agreements transacted with either 
 (i) an entity subject to the United States federal bankruptcy code, provided that (A) the repurchase agreement matures prior to the
next Distribution Date or is due on demand, (B) the Trustee or a third party acting solely as agent for the Trustee has possession of the collateral, (C) the Trustee on behalf of the Trust has a security interest in the collateral,
(D) the market value of the collateral is maintained at the requisite collateral percentage of the obligation in accordance with standards of the Rating Agencies, (E) the failure to maintain the requisite collateral level will obligate the
Trustee to liquidate the collateral immediately, (F) the securities subject to the repurchase agreement are either obligations of, or fully guaranteed as to principal and interest by, the United States of America or any instrumentality or
agency thereof, certificates of deposit or bankers acceptances and (G) the securities subject to the repurchase agreement are free and clear of any third party lien or claim; or 
 (ii) a financial institution insured by the FDIC, or any broker-dealer with “retail customers” that is under the jurisdiction of
the Securities Investors Protection Corp. (“SIPC”), provided that (A) the market value of the collateral is maintained at the requisite collateral percentage of the obligation in accordance with the standards of the Rating Agencies,
(B) the Trustee or a third party (with a short-term debt rating of P-1 or higher by Moody’s) acting solely as agent for the Trustee has possession of the collateral, (C) the Trustee on behalf of the Trust has a security interest in
the collateral, (D) the collateral is free and clear of third party liens and, in the case of an SIPC broker, was not acquired pursuant to a repurchase or reverse repurchase agreement and (E) the failure to maintain the requisite
collateral percentage will obligate the Trustee to liquidate the collateral; provided, however, that at the time of the Trust’s investment or contractual commitment to invest in any repurchase agreement, the short-term 

  

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deposits or commercial paper rating of such entity or institution in subsections (i) and (ii) shall have a credit rating of “P-1” from
Moody’s and “A-1+” from Standard & Poor’s; and 
 (d) such other investments, other than investments in the
Transferor or any of its Affiliates, where the short-term unsecured debt or deposits of the obligor on such investments are rated “A-1+” by Standard and Poor’s and P-1 by Moody’s. 
 “Person” shall mean any legal person, including any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature. 
 “Pool
Factor” shall mean, except with respect to any Series issued in more than one Class, a number carried out to seven decimals representing the ratio of the applicable Investor Interest as of such Record Date (determined after taking into
account any reduction in the Investor Interest which will occur on the following Distribution Date) to the applicable Initial Investor Interest, and with respect to a Series having more than one Class, as specified in the Supplement relating to such
Series. 
 “Portfolio Yield” shall have the meaning, with respect to any Series, specified in the related Supplement.

 “Pre-Funding Account” shall have the meaning specified in Section 4.4. 
 “Principal Account” shall have the meaning specified in subsection 4.2(b). 
 “Principal Receivable” shall mean each Receivable other than (i) Finance Charge Receivables, and (ii) Receivables in Defaulted
Accounts. A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be
reduced by the aggregate amount of credit balances in the Accounts on such day. Any Receivables which the Transferor is unable to transfer as provided in subsection 2.5(e) shall not be included in calculating the aggregate amount of Principal
Receivables. 
 “Principal Sharing Series” shall mean a Series that, pursuant to the related Supplement, is entitled to
Shared Principal Collections. 
 “Principal Shortfalls” shall mean, with respect to a Transfer Date, the aggregate amount
for all outstanding Series that the related Supplements specify are “Principal Shortfalls” for such Transfer Date. 
 “Principal Terms” shall have the meaning, with respect to any Series issued pursuant to a New Issuance, specified in subsection 6.9(c). 
 “Rating Agency” shall mean, with respect to each Series, the rating agency or agencies, if any, specified in the related Supplement. 
 “Rating Agency Condition” shall mean, at any time with respect to a Series, the written confirmation of the Rating Agency that a
specified event or modification of the terms of 

  

 15 








 
such Series will not result in the withdrawal or downgrade of the rating of the Certificates of any Series then in effect. 
 “Reassignment” shall have the meaning specified in subsection 2.7(b)(ii). 
 “Reassignment Date” shall have the meaning specified in subsection 2.4(e). 
 “Receivable” shall mean any amount owing by any Obligor including, without limitation, amounts owing for the payment of goods and
services, cash advances, access checks, Annual Membership Fees, Cash Advance Fees, Periodic Finance Charges, Late Fees and Special Fees, if any but excluding credit insurance premiums. 
 “Record Date” shall mean, with respect to any Distribution Date, the last Business Day of the preceding Monthly Period. 
 “Recoveries” shall mean (i) with respect to any Monthly Period or any shorter period commencing on or after the Restated Recovery
Determination Date, the product of (a) all amounts recorded as recoveries on the Bank Portfolio by the Servicer during such Monthly Period or such shorter period, as the case may be, and (b) a fraction, the numerator of which shall be the
Default Amount for such Monthly Period or shorter period, as applicable, and the denominator of which shall be the aggregate amount of Principal Receivables in the Bank Portfolio which were charged off by the Servicer as uncollectible for such
Monthly Period or shorter period, as applicable, and (ii) with respect to any Monthly Period or any shorter period ending prior to the Restated Recovery Determination Date, the product of (a) all amounts recorded as recoveries on the Bank
Portfolio by the Servicer during such Monthly Period or such shorter period, as the case may be, and (b) the Trust Percentage for such Monthly Period or such shorter period, as applicable. 
 “Registered Certificates” shall have the meaning specified in Section 6.1. 
 “Regulation AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, and
all related rules and regulations of the Commission, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. 
 “Removal Date” shall mean the date on which Receivables in certain designated Removed Accounts will be reassigned by the Trustee to the
Transferor. 
 “Removal Notice Date” shall mean the day no later than the fifth Business Day prior to a Removal Date.

 “Removed Accounts” shall have the meaning specified in subsection 2.7(a). 
 “Requirements of Law” for any Person shall mean the certificate of incorporation or articles of association and by-laws or other
organizational or governing documents of such 

  

 16 








 
Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such
Person or to which such Person is subject, whether federal, state or local (including, without limitation, usury laws, the federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System).

 “Responsible Officer” shall mean any officer within the Corporate Trust Office (or any successor group of the Trustee),
including any Vice President, any Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any person who at the time shall be an above-designated officer and also, with any particular
officer to whom any corporate trust matter is referred because of such Officer’s knowledge of and familiarity with the particular subject. 
 “Restated Recovery Determination Date” shall mean April 1, 1998. 
 “Revolving Period” shall
have, with respect to each Series, the meaning specified in the related Supplement. 
 “SAIF” shall mean the Savings
Association Insurance Fund administered by the FDIC. 
 “Sarbanes Certification” shall mean the certification specified in
paragraph (2) of Exchange Act Rules 13a-14 and 15d-14 as set forth in Item 601(31)(ii) of Regulation S-K as such may be amended from time to time or any successor or replacement specified by the Commission or its staff from time to time.

 “Securities Act” shall mean the Securities Act of 1933, as amended. 
 “Securitization Transaction” shall mean any New Issuance or new notes issued by the Issuing Entity, whether publicly offered or
privately placed, rated or unrated. 
 “Series” shall mean any Series of Investor Certificates, which may include within any
such Series a Class or Classes of Investor Certificates subordinate to another such Class or Classes of Investor Certificates. 
 “Series Account” shall mean any account or accounts established pursuant to a Supplement for the benefit of such Series. 
 “Series Pay Out Event” shall have, with respect to any Series, the meaning specified pursuant to the Supplement for the related Series. 
 “Series Servicing Fee Percentage” shall mean, with respect to any Series, the amount specified in the related Supplement. 
 “Series Termination Date” shall mean, with respect to any Series of Certificates, the date stated in the related Supplement. 
  

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 “Servicer” shall mean initially Chase USA, and its permitted successors and assigns and
thereafter any Person appointed as successor as herein provided to service the Receivables. 
 “Servicer Default” shall have
the meaning specified in Section 10.1. 
 “Servicer Rating Event” shall mean the Servicer’s failure to maintain a
short-term credit rating of at least “A-1” by Standard and Poor’s and “P-1” by Moody’s and, if rated by Fitch, at least “F1” by Fitch; provided, however, that the Transferor may allow the
Servicer to maintain a short-term credit rating below “A-1” or “P-1,” or to the extent rated by Fitch, “F1,” as the case may be, provided that such action will satisfy the Rating Agency Condition. 
 “Servicing Criteria” shall mean the “servicing criteria” set forth in Item 1122(d) of Regulation AB. 
 “Servicing Fee” shall have the meaning specified in Section 3.2. 
 “Servicing Officer” shall mean any officer of the Servicer involved in, or responsible for, the administration and servicing of the
Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended. 
 “Servicing Participant” shall mean the Servicer, any Subservicer or any Person that participates in any of the servicing functions specified in Item 1122(d) of Regulation AB with respect to
Accounts; provided, however, that “Servicing Participant” shall not include the Trustee, whose obligations in relation to Item 1122(d) of Regulation AB are set forth in Article XIV, but are not contained in Sections 14.9
or 14.10 hereof. 
 “Servicing Party” shall have the meaning specified in subsection 14.8(a). 
 “SFAS 140” shall mean Statement of Financial Accounting Standard No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. 
 “Shared Excess Finance Charge Collections” shall mean, with respect to any
Transfer Date, the aggregate amount for all outstanding Series that the related supplements specify are to be treated as “Shared Excess Finance Charge Collections” for such Transfer Date. 
 “Shared Principal Collections” shall mean, with respect to any Transfer Date, the aggregate amount for all outstanding Series that the
related Supplements specify are to be treated as “Shared Principal Collections” for such Transfer Date. 
 “Special
Fees” shall mean any fees which are not now but from time to time may be assessed on the Accounts. On or after the date on which any of such Special Fees begin to be assessed on the Accounts, the Transferor may designate in an
Officer’s Certificate whether such Special Fees shall be treated as Principal Receivables or Finance Charge Receivables. 
 “Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc. 
  

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 “Static Pool Information” shall mean static pool information as described in
Items 1105(b) and 1105(c) of Regulation AB. 
 “Subservicer” shall mean any Person that services the Receivables on
behalf of the Servicer or any other Subservicer and is responsible for the performance (whether directly or through Subservicers or Servicing Participants) of a substantial portion of the material servicing functions required to be performed by the
Servicer under this Agreement or any Supplement that are identified in Item 1122(d) of Regulation AB. For the avoidance of doubt, “Subservicer” shall not include the Trustee. 
 “Successor Servicer” shall have the meaning specified in subsection 10.2(a). 
 “Supplement” or “Series Supplement” shall mean, with respect to any Series, a supplement to this Agreement complying
with the terms of Section 6.9 of this Agreement, executed in conjunction with any issuance of any Series of Certificates (or, in the case of the issuance of Certificates on the Initial Closing Date, the supplement executed in connection with
the issuance of such Certificates). 
 “Tax Opinion” shall mean with respect to any action, an Opinion of Counsel delivered
to the Trust and the Trustee to the effect that, for U.S. federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class that were
characterized as debt at the time of their issuance, (b) following such action the Trust will not be deemed to be an association (or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) taxable as a
corporation and (c) such action will not cause or constitute a taxable event in which gain or loss would be recognized by any Investor Certificateholder or the Trust. 
 “Termination Notice” shall have, with respect to any Series, the meaning specified in subsection 10.1(d). 
 “Transfer Agent and Registrar” shall have the meaning specified in Section 6.3 and shall initially be the Chase Corporate Trust
Office. 
 “Transfer Date” shall mean, unless otherwise specified in the related Supplement, with respect to any Series, the
Business Day immediately prior to each Distribution Date. 
 “Transferor” shall mean (i) with respect to the time
period prior to June 1, 1996, JPMorgan Chase Bank and (ii) with respect to the time period beginning on June 1, 1996, Chase USA and its successors in interest and permitted assigns. 
 “Transferor Certificate” shall mean, if the Transferor elects to evidence its interest in the Transferor Interest in certificated form
pursuant to Section 6.1, a certificate executed and delivered by the Transferor and authenticated by the Trustee substantially in the form of Exhibit A: provided, that at any time there shall be only one Transferor Certificate;
provided further, that in any Supplement, “Transferor Certificate” shall mean either a certificate executed and delivered by the Transferor and authenticated by the Trustee substantially in the form of Exhibit A or the
uncertificated interest in the Transferor Interest. 
  

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 “Transferor Interest” shall mean, on any date of determination, the aggregate amount of
Principal Receivables and the principal amounts on deposit in the Excess Funding Account, any Principal Funding Account and any other Series Account (if so provided in the applicable Supplement) at the end of the day immediately prior to such date
of determination, minus the Aggregate Investor Interest at the end of such day, minus the aggregate Enhancement Invested Amounts (if such amounts are not included in the Investor Interest in the applicable Supplement), if any, for each
Series outstanding at the end of such day. 
 “Transferor Percentage” shall mean, on any date of determination, when used
with respect to Principal Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts, a percentage equal to 100% minus the Aggregate Investor Percentage with respect to such categories of Receivables. 
 “Transferor Servicing Fee” shall have the meaning specified in Section 3.2. 
 “Transferred Account” shall mean (a) an Account with respect to which a new credit account number has been issued by the Servicer
or the Transferor under circumstances resulting from a lost or stolen credit card or from the transfer from one affinity group to another affinity group and not requiring standard application and credit evaluation procedures under the Credit Card
Guidelines or (b) an Eligible Account resulting from the conversion of an Account that was a standard account to a premium account or from a premium account to a standard account, and which in either case can be traced or identified by
reference to or by way of the computer files or microfiche lists delivered to the Trustee pursuant to Section 2.1 or 2.6 as an account into which an Account has been transferred. 
 “Trust” shall mean the trust created by this Agreement, the corpus of which shall consist of the Receivables now existing or hereafter
created and arising in connection with the Accounts, all monies due or to become due with respect to the Receivables, all proceeds (as defined in Section 9-315 of the UCC) of the Receivables and Insurance Proceeds relating to the Receivables,
the right to receive certain amounts paid or payable as Interchange and Recoveries, such funds as from time to time are deposited in the Collection Account, the Finance Charge Account, the Principal Account, the Distribution Account, the Excess
Funding Account and any Series Account and the rights to any Credit Enhancement with respect to any Series. The name of such Trust shall be “The Chase Credit Card Master Trust” or any other name at the option of the Transferor;
provided, however, that at least 5 Business Days prior to any change in the name of Trust, the Transferor shall give written notice of such change to the Servicer, the Trustee, each Rating Agency, any Credit Enhancement Provider and
all Certificateholders. 
 “Trust Accounts” shall mean the Collection Account, the Principal Account, the Finance Charge
Account, the Distribution Account and the Excess Funding Account. 
 “Trust Extension” shall have the meaning specified in
subsection 12.1(a). 
 “Trust Pay Out Event” shall have, with respect to each Series, the meaning specified in
Section 9.1. 
 “Trust Percentage” shall mean, with respect to any Monthly Period, a fraction expressed as a
percentage, the numerator of which is the aggregate principal amount of Principal 

  

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Receivables as of the close of business on the last day of the prior Monthly Period and the denominator of which is the aggregate principal balance of the
Bank Portfolio as of the close of business on the last day of the prior Monthly Period. 
 “Trust Termination Date” shall
mean (i) if a Trust Extension shall not have occurred, the earlier to occur of (a) the first Business Day after the Distribution Date following the date on which funds shall have been deposited in the Distribution Account or the applicable
Series Account for the payment of Investor Certificateholders of each Series then issued and outstanding sufficient to pay in full such certificates, (b) the date specified in subsection 9.2(b) and (c) August 31, 2016, and
(ii) if a Trust Extension shall have occurred, the Extended Trust Termination Date. 
 “Trustee” shall mean The Bank of
New York, a New York banking corporation, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee appointed as herein provided. 

“UCC” shall mean the Uniform Commercial Code, as amended from time to time, as in effect in the State of Delaware, as applicable.

 “Undivided Interest” shall mean the undivided interest in the Trust evidenced by an Investor Certificate. 
 Section 1.2 Other Definitional Provisions. 
 (a) All terms defined in any Supplement or this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 

(b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined
in Section 1.1, and accounting terms partially defined in Section 1.1 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting procedures applicable
to the Transferor, as applicable. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles or such regulatory accounting procedures, the definitions
contained herein shall control. 
 (c) The agreements, representations and warranties of JPMorgan Chase Bank in this Agreement
and in any Supplement in each of its capacities as Transferor and Servicer shall be deemed to be the agreements, representations and warranties of JPMorgan Chase Bank solely in each such capacity for the time periods during which JPMorgan Chase Bank
acts in the respective capacity under this Agreement and the agreements, representations and warranties of Chase USA in this Agreement and in any Supplement in its capacity as Transferor shall be deemed to be the agreements, representations and
warranties of Chase USA solely in such capacity for the time periods and for so long as Chase USA acts in such capacity under this Agreement. 
  

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 (d) The words “hereof,” “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to any Supplement or this Agreement as a whole and not to any particular provision of this Agreement or any Supplement; and Section, subsection, Schedule and Exhibit references contained in
this Agreement or any Supplement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement or any Supplement unless otherwise specified, the term “including” means “including without limitation”;
references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; references to any Person include that Person’s successors and assigns; and references to any agreement
refer to such agreement, as amended, supplemented or otherwise modified from time to time. The Monthly Servicer Report, the form of which is attached as Exhibit C, shall be in substantially the form of Exhibit C, with such changes as the Servicer
may determine to be necessary or desirable; provided, however, that no such change shall serve to exclude information required by the Agreement or any Supplement. The Servicer shall, upon making such determination, deliver to the
Trustee and each Rating Agency an Officer’s Certificate to which shall be annexed the form of the related Exhibit, as so changed. Upon the delivery of such Officer’s Certificate to the Trustee, the related Exhibit, as so changed, shall for
all purposes of this Agreement constitute such Exhibit. The Trustee may conclusively rely upon such Officer’s Certificate in determining whether the related Exhibit, as changed, conforms to the requirements of this Agreement. 
 [End of Article I] 
  

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 ARTICLE II 
 CONVEYANCE OF RECEIVABLES; 
 ISSUANCE OF CERTIFICATES 
 Section 2.1 Conveyance of Receivables. Each of JPMorgan Chase Bank and Chase USA does hereby transfer, assign, set over, and otherwise convey to
the Trust for the benefit of the Certificateholders, without recourse, all of its right, title and interest in and to (i) the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other
than Additional Accounts), (ii) all monies due or to become due with respect to such Receivables, (iii) all proceeds of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v) Recoveries, (vi) Interchange
and (vii) each of the Trust Accounts. Notwithstanding anything in this Pooling and Servicing Agreement to the contrary, it is the intention of the parties hereto to treat the transfer, assignment, set over, and conveyance to the Trust of all of
the Transferor’s right, title and interest in and to (i) the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), (ii) all monies due or to
become due with respect to such Receivables, (iii) all proceeds of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v) Recoveries and (vi) Interchange as a sale, and not as a secured borrowing, for
accounting (but not for tax) purposes. 
 In connection with such transfer, assignment, set-over and conveyance, each of JPMorgan Chase Bank
and Chase USA agrees to file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Receivables now existing and hereafter created for the
perfection of a security interest (as defined in the UCC) in accounts and general intangibles (as defined in Section 9-102(a)(2) and (a)(42), respectively, of the UCC) meeting the requirements of applicable state law in such manner and in such
jurisdictions as are necessary to perfect such security interest in favor of the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence at such filing (which may, for purposes of this
Section 2.1, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of issuance of the Certificates, and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as
practicable after receipt thereof by the Transferor. It is understood and agreed that the description of collateral set forth in such financing statements will include all credit card accounts of the Transferor. Upon receipt of written request from
the Transferor to release the receivables in such credit card accounts as are specified in such request, the Trustee is hereby authorized and hereby agrees to execute promptly, UCC-3 amendments or releases, releasing such credit card accounts;
provided, however, that except as permitted pursuant to Section 2.7, no such release shall apply to the Accounts, including any Additional Accounts. In addition, the Trustee is hereby authorized to execute such intercreditor or
other agreements as may be requested in writing by the Transferor in connection with the foregoing; provided, however, that except as permitted pursuant to Section 2.7, no such intercreditor agreements shall apply to the Accounts,
including any Additional Accounts, or any Receivables in such Accounts or Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this
Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. 
  

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 In connection with such transfer, the Transferor agrees, at its own expense, on or prior to the Initial
Closing Date (i) to indicate in its computer files that Receivables created in connection with the Accounts have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the
Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Receivable balance as of the Cut-Off Date. Such file or list shall be marked as Schedule 1 to
this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Transferor further agrees not to remove such indication in the file referenced in clause (i) of
this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. 
 The Transferor hereby grants to the Trust for the benefit of the Certificateholders a security interest in all of the Transferor’s right, title and interest in, to and under the Receivables existing as of the
Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), all moneys due or to become due with respect to such Receivables, all proceeds of such Receivables and all Insurance Proceeds relating
to such Receivables, all Recoveries, Interchange and all proceeds thereof and each of the Trust Accounts to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder or to be issued pursuant to
this Agreement and the interest accrued at the related Certificate Rate, and this Agreement shall constitute a security agreement under applicable law. 
 Pursuant to the request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be duly authenticated and delivered to or upon the order of the
Transferor pursuant to Section 6.2. 
 Notwithstanding anything else in this Agreement to the contrary, it is understood and agreed that
the ownership interest or lien conveyed or granted by JPMorgan Chase Bank, as Transferor, to the Trustee in Receivables and other property under the Original Pooling and Servicing Agreement shall remain in full force and effect and shall in no way
be affected by the amendment and restatement of the Original Pooling and Servicing Agreement by this Agreement. 
 It is the intention of the
parties hereto that all transfers of Receivables to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the Delaware Act whether such transfers were made prior to or after the date that the Delaware Act became
applicable thereto, and each of the parties hereto agrees that this Agreement has been entered into by the parties hereto in express reliance on the Delaware Act. For the purposes of complying with the requirements of the Delaware Act, each of the
parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA. Each of the
parties hereto acknowledges and agrees that each such transfer is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act. 
  

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 Section 2.2 Acceptance by Trustee. 
 (a) The Trustee hereby acknowledges its acceptance, on behalf of the Trust, of all right, title and interest previously held by the
Transferor in and to the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all proceeds of
such Receivables, Insurance Proceeds relating to such Receivables, all Recoveries and Interchange and the proceeds thereof, and declares that it shall maintain such right, title and interest, upon the Trust herein set forth, for the benefit of all
Certificateholders. The Trustee further acknowledges that, prior to or simultaneously with the execution and delivery of this Agreement, the Transferor delivered to the Trustee the computer file or microfiche list described in the third paragraph of
Section 2.1. 
 (b) The Trustee hereby agrees not to disclose to any Person any of the account numbers or other
information contained in the computer files or microfiche lists delivered to the Trustee by the Transferor pursuant to Sections 2.1, 2.6 and 2.7 (“Account Information”) except as required in connection with the performance of its
duties hereunder or in enforcing the rights of the Certificateholders or to a Successor Servicer appointed pursuant to Section 10.2, or as mandated pursuant to any Requirement of Law applicable to the Trustee or as requested by any Person in
connection with financing statements filed with the Trust. The Trustee agrees to take such measures as shall be reasonably requested by the Transferor to protect and maintain the security and confidentiality of such information, and, in connection
therewith, shall allow the Transferor to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. In the event that the Trustee is required by law to disclose any Account Information, the
Trustee shall provide the Transferor with prompt written notice, unless such notice is prohibited by law, of any such request or requirement so that the Transferor may request a protective order or other appropriate remedy. The Trustee shall use its
best efforts to provide the Transferor with written notice no later than five Business Days prior to any disclosure pursuant to this subsection 2.2(b). 
 (c) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Trust other than as contemplated in this Agreement. 
 Section 2.3 Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the Initial Closing
Date: 
 (a) Organization and Good Standing. The Transferor is a banking corporation duly organized and validly existing in
good standing under the laws of the jurisdiction of its organization and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee the
Certificates pursuant hereto, and, in all material respects, to own its properties and conduct its business as such properties are presently owned and such business is presently conducted. 
  

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 (b) Due Qualification. The Transferor is duly qualified to do business and is in
good standing (or is exempt from such requirement) and has obtained all necessary licenses and approvals with respect to the Transferor in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any
Credit Card Agreement relating to an Account or any Receivable unenforceable by the Transferor or the Trust or would have a material adverse effect on the Certificateholders; provided, however, that no representation or warranty is
made with respect to any qualifications, licenses or approvals which the Trustee would have to obtain to do business in any state in which the Trustee seeks to enforce any Account or Receivable. 
 (c) Due Authorization. The execution and delivery of this Agreement and the execution and delivery to the Trustee of the
Certificates by the Transferor and the consummation of the transactions provided for in this Agreement have been duly authorized by the Transferor by all necessary corporate action on its part and this Agreement will remain, from the time of its
execution, an official record of the Transferor. 
 (d) No Conflict. The execution and delivery of this Agreement and
the Certificates, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without
notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which it or any of its properties are bound, except to the extent
that the same could not reasonably be expected to have a material adverse effect on the Certificateholders. 
 (e) No
Violation. The execution and delivery of this Agreement, any Supplement and the Certificates, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with or violate any
Requirements of Law applicable to the Transferor, except to the extent that the same could not reasonably be expected to have a material adverse effect on the Certificateholders. 
 (f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Transferor, threatened
against the Transferor before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or the Certificates, (ii) seeking to prevent the issuance of
the Certificates or the consummation of any of the transactions contemplated by this Agreement or the Certificates, (iii) seeking any determination or ruling that, in the reasonable judgment of the Transferor, would materially and adversely
affect the performance by the Transferor of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or the Certificates or
(v) seeking to affect adversely the income tax attributes of the Trust. 
 (g) Eligibility of Accounts. As of the
Cut-Off Date, each Account was an Eligible Account and no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts from among the Eligible Accounts in the Bank Portfolio.

  

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 (h) All Consents Required. All approvals, authorizations, consents, orders or
other actions of any Person or of any governmental body or official required in connection with the execution and delivery of this Agreement and the Certificates, the performance of the transactions contemplated by this Agreement and the fulfillment
of the terms hereof, have been obtained, except where the failure to obtain such approvals, authorizations, consents, orders or other actions could not reasonably be expected to have a material adverse effect on the Certificateholders. 

For the purposes of the representations and warranties contained in this Section 2.3 and made by the Transferor on the Initial Closing Date,
“Certificates” shall mean the Certificates issued on the Initial Closing Date. The representations and warranties set forth in this Section 2.3 shall survive the transfer and assignment of the respective Receivables to the
Trust, and termination of the rights and obligations of the Servicer pursuant to Section 10.1. The Transferor hereby represents and warrants to the Trust, with respect to any Series of Certificates, as of its Closing Date, unless otherwise
stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.3 are true and correct as of such date (for the purposes of such representations and warranties, “Certificates” shall
mean the Certificates issued on the related Closing Date). Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written
notice to the others. 
 Section 2.4 Representations and Warranties of the Transferor Relating to the Agreement and the Receivables.

 (a) Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust
that, as of the Initial Closing Date: 
 (i) This Agreement constitutes a valid and legally binding obligation of the
Transferor, enforceable against the Transferor in accordance with its terms, except (A) as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and the rights of creditors of banking corporations organized under the laws of the state of its organization, and (B) as may be limited by general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
 (ii) This Agreement
constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the
Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free
and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b), (y) the interest of the 

  

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Transferor as Holder of the Transferor Certificate and (z) the Transferor’s right, if any, to interest accruing on, and investment earnings, if
any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a grant of a security interest (as defined in the UCC) in such property to the Trust,
which is enforceable with respect to the existing Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter
created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in
Section 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in the Transferor’s rights
in such property (subject to Section 9-315 of the UCC), except for Liens permitted under subsection 2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal
Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor’s rights to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and Principal Account as
provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a
debtor for purposes of the UCC. 
 (b) Eligibility of Receivables. The Transferor hereby represents and warrants to the
Trust as of the Initial Closing Date and as of each Addition Date, as the case may be, that: 
 (i) Each Receivable is an
Eligible Receivable as of the Cut-Off Date or the Addition Date, as applicable. 
 (ii) Each Receivable then existing has been
transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Liens permitted under subsection 2.5(b)) and in compliance, in all material respects, with all
Requirements of Law applicable to the Transferor. 
 (iii) With respect to each Receivable then existing, all consents,
licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable to the Trust have been duly
obtained, effected or given and are in full force and effect. 
 (iv) On each day on which any new Receivable is created, the
Transferor shall be deemed to represent and warrant to the Trust that (A) each Receivable created on such day is an Eligible Receivable, (B) each 

  

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Receivable created on such day has been conveyed to the Trust in compliance, in all material respects, with all Requirements of Law applicable to the
Transferor, (C) with respect to each such Receivable, all consents, licenses, approvals or authorizations of or registrations or declarations with, any Governmental Authority required to be obtained, effected or given by the Transferor in
connection with the conveyance of such Receivable to the Trust have been duly obtained, effected or given and are in full force and effect and (D) the representations and warranties set forth in subsection 2.4(a) are true and correct with
respect to each Receivable created on such day as if made on such day. 
 (v) As of the Initial Closing Date, Schedule 1 to
this Agreement, and as of the applicable Addition Date with respect to Additional Accounts designated pursuant to Sections 2.6(a) and (b), the related computer file or microfiche list referred to in Section 2.6, is an accurate and complete
listing in all material respects of all the Accounts as of the Cut-Off Date, or with respect to Additional Accounts, as of the applicable Addition Date and the information contained therein with respect to the identity of such Accounts and the
Receivables existing thereunder is true and correct in all material respects as of the Cut-Off Date or such applicable Addition Date. As of September 28, 1995, the aggregate amount of Receivables in all the Accounts was $5,118,124,136.02 of
which $5,016,343,299.38 were Principal Receivables. 
 (c) Notice of Breach. The representations and warranties set
forth in this Section 2.4 shall survive the transfer and assignment of the respective Receivables to the Trust. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the representations and warranties set forth in
this Section 2.4, the party discovering such breach shall give prompt written notice to the other parties mentioned above. The Transferor agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. 

(d) Transfer of Ineligible Receivables. 
 (i) Automatic Removal. In the event of a breach with respect to a Receivable of any representations and warranties set forth in
subsection 2.4(b)(ii), or in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable, and any of the following three
conditions is met: (A) as a result of such breach or event such Receivable is charged off as uncollectible or the Trust’s rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not
available for any reason to the Trust free and clear of any Lien; (B) the Lien upon the subject Receivable (1) arises in favor of the United States of America or any State or any agency or instrumentality thereof and involves taxes or
liens arising under Title IV of ERISA or (2) has been consented to by the Transferor; or (C) the unsecured short-term debt rating of the Transferor is not at least “P-1” by Moody’s and “A-1” by Standard &
Poor’s and the Lien upon the subject Receivable ranks prior to the Lien created pursuant to this Agreement; then, upon the earlier to occur of the 

  

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discovery of such breach or event by the Transferor or the Servicer or receipt by the Transferor of written notice of such breach or event given by the
Trustee, each such Receivable shall be automatically removed from the Trust on the terms and conditions set forth in subsection 2.4(d)(iii). 
 (ii) Removal After Cure Period. In the event of a breach of any of the representations and warranties set forth in subsection 2.4(b) other than a breach or event as set forth in clause (d)(i) above, and as a
result of such breach the related Account becomes a Defaulted Account or the Trust’s rights in, to or under the Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and
clear of any Lien, then, upon the expiration of 60 days (or such longer period as may be agreed to by the Trustee in its sole discretion, but in no event later than 120 days) from the earlier to occur of the discovery of any such event by either the
Transferor or the Servicer, or receipt by the Transferor of written notice of any such event given by the Trustee, each such Receivable shall be removed from the Trust on the terms and conditions set forth in subsection 2.4(d)(iii); provided,
however, that no such removal shall be required to be made if, on any day within such applicable period, such representations and warranties with respect to such Receivable shall then be true and correct in all material respects as if such
Receivable had been created on such day. 
 (iii) Procedures for Removal. When the provisions of subsection 2.4(d)(i)
or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of such Receivable (an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible
Receivable from the Principal Receivables in the Trust and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables
used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest
to be reduced below the Minimum Transferor Interest, the Transferor shall immediately, but in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to
the amount by which the Transferor Interest would be reduced below the Minimum Transferor Interest. The portion of such deposit allocated to the Investor Certificates of each Series shall be distributed to the Investor Certificateholders of each
Series in the manner specified in Article IV, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to the Transferor of an Ineligible Receivable, the Trust shall automatically
and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies
due or to become due with respect to such Ineligible Receivable and all proceeds of such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable allocated to such 

  

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Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on
which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by the Transferor to evidence the conveyance of such Ineligible Receivable pursuant
to this subsection 2.4(d)(iii). The obligation of the Transferor set forth in this subsection 2.4(d)(iii), or the automatic removal of such Receivable from the Trust, as the case may be, shall constitute the sole remedy respecting any breach of the
representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Certificateholders or the Trustee on behalf of Certificateholders. 
 (iv) Proceeds Held by Servicer. For the purposes of subsections 2.4(d)(i) and (ii) above, proceeds of a Receivable shall not
be deemed to be impaired hereunder solely because such proceeds are held by the Servicer (if the Servicer is the Transferor) for more than the applicable period under Section 9-315(d) of the UCC. 
 (e) Reassignment of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in subsection
2.4(a), either the Trustee or the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Transferor (and to the Trustee and the Servicer,
if given by the Investor Certificateholders), may direct the Transferor to accept reassignment of an amount of Principal Receivables (as specified below) within 60 days of such notice (or within such longer period as may be specified in such
notice), and the Transferor shall be obligated to accept reassignment of such Principal Receivables on a Distribution Date specified by the Transferor (such Distribution Date, the “Reassignment Date”) occurring within such
applicable period on the terms and conditions set forth below; provided, however, that no such reassignment shall be required to be made if, at any time during such applicable period, the representations and warranties contained in
subsection 2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Transfer Date (in New York Clearing House, next day funds) preceding the Reassignment Date an amount equal to the reassignment deposit
amount for such Receivables in the Distribution Account or Series Account, as provided in the related Supplement, for distribution to the Investor Certificateholders pursuant to Article XII. The reassignment deposit amount with respect to each
Series for such reassignment, unless otherwise stated in the related Supplement, shall be equal to (i) the Investor Interest of such Series at the end of the day on the last day of the Monthly Period preceding the Reassignment Date, less the
amount, if any, previously allocated for payment of principal to such Certificateholders on the related Distribution Date in the Monthly Period in which the Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but unpaid
on the Investor Certificates of such Series at the applicable Certificate Rate through the Reassignment Date, less the amount, if any, previously allocated for payment of interest to the Certificateholders of such Series on the related Distribution
Date in the Monthly Period in which the Reassignment Date occurs. Payment of the reassignment deposit amount with respect to each Series, and all other amounts in the Distribution Account or the applicable Series Account in respect of the preceding
Monthly Period, shall be considered a 

  

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prepayment in full of the Receivables represented by the Investor Certificates on the Distribution Date following the Transfer Date on which such amount has
been deposited in full into the Distribution Account or the applicable Series Account, the Receivables and all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and Insurance Proceeds relating to such
Receivables and Interchange (if any) and Recoveries (if any) allocable to the Series shall be released to the Transferor after payment of all amounts otherwise due hereunder on or prior to such dates and the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be prepared by and as are reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and
interest of the Trust in and to the Receivables, all monies due or to become due with respect to such Receivables and all proceeds of the Receivables and Insurance Proceeds relating to such Receivables and Interchange (if any) and Recoveries (if
any) allocable to the Series. If the Trustee or the Investor Certificateholders give notice directing the Transferor to accept reassignment as provided above, the obligation of the Transferor to accept reassignment of the Receivables and pay the
reassignment deposit amount pursuant to this subsection 2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in subsection 2.4(a) available to the Investor Certificateholders or the Trustee on
behalf of the Investor Certificateholders. 
 Section 2.5 Covenants of the Transferor. The Transferor hereby covenants that:

 (a) Receivables to be Accounts. Except in connection with the enforcement thereof, the Transferor will take no
action to cause any Receivable to be evidenced by any instrument (as defined in the UCC). Each Receivable shall be payable pursuant to a contract which does not create a Lien on any goods purchased thereunder. The Transferor will take no action to
cause any Receivable to be anything other than an “account”(as defined in the UCC). 
 (b) Security
Interests. Except for the conveyances hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter
created, or any interest therein; the Transferor will immediately notify the Trustee of the existence of any Lien on any Receivable, and the Transferor shall defend the right, title and interest of the Trust in, to and under the Receivables, whether
now existing or hereafter created, against all claims of third parties claiming through or under the Transferor; provided, however, that nothing in this subsection 2.5(b) shall prevent or be deemed to prohibit the Transferor from
suffering to exist upon any of the Receivables any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Transferor shall currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect thereto. 
 (c) Finance Charges and Other
Fees. The Transferor, except as otherwise required by any Requirement of Law, or as is deemed by the Transferor to be necessary in order for the Transferor to maintain its credit card business, based upon a good faith assessment by the
Transferor, in its sole discretion, of the nature of the competition in 

  

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the credit card business, shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees on any Account if, as a result
of such reduction, the Transferor’s reasonable expectation of the Portfolio Yield as of such date (after giving effect to any concurrent exercise of a discount option) would be less than the Base Rate. 
 (d) Credit Card Agreements and Account Guidelines. The Transferor shall comply with and perform its obligations under the Credit
Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA U.S.A., Inc. and MasterCard International Inc., except insofar as any failure to comply or perform would not materially and
adversely affect the rights of the Trust or the Certificateholders hereunder or under the Certificates. The Transferor may change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines in any respect (including, without
limitation, the reduction of the required minimum monthly payment, the calculation of the amount, or the timing, of charge offs and the Periodic Finance Charges and other fees to be assessed thereon) only if such change (i) would not, in the
reasonable belief of the Transferor, cause a Pay Out Event to occur, and (ii) is made applicable to the comparable segment of the revolving credit card accounts owned and serviced by the Transferor which have characteristics the same as, or
substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Transferor and an unrelated third party or by the terms of the Credit Card
Agreements. 
 (e) Account Allocations. 
 (i) in the event that the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of
this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.2 or an order by any federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction
that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Principal
Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables
in the Trust on such date); (B) the Transferor agrees to have such amounts applied as Collections in accordance with Article IV; and (C) for only so long as all Collections and all amounts which would have constituted Collections are
allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Trust)
that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the Transferor’s inability to
transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the applicable Investor Percentage with respect to any Series and (ii) the Aggregate Investor Percentage thereunder. If the
Transferor is 

  

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unable pursuant to any Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such event allocate, after
the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Article IV. The
parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer
such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance
with Article IV. 
 (ii) In the event that, pursuant to subsection 2.4(d), the Transferor accepts reassignment of an
Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Transferor agrees to account for payments received with respect to such Ineligible
Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor
reassigned to the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and
the total amount owing by such Obligor on any Ineligible Receivables reassigned to the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the
provisions of Article IV. 
 (f) Conveyance of Accounts. The Transferor may transfer Accounts (i) directly to any
Affiliate that executes an agreement assuming with respect to such Accounts the obligations and duties of the Transferor or indirectly to any Affiliate in one or more substantially simultaneous transactions among the Transferor, such Affiliate and
any other Affiliates of the Transferor or (ii) to any other Person, provided that such other Person executes such an agreement and the Rating Agency Condition is satisfied; provided, however, that the Transferor shall not be
prohibited hereby from conveying, assigning, exchanging or otherwise transferring the Accounts in connection with a transaction complying with the provisions of Section 7.2. 
 Section 2.6 Addition of Accounts. 
 (a) (i) (A) as of the end of any Monthly Period, the Transferor Interest is less than the Minimum Transferor Interest for that period the Transferor shall designate additional eligible MasterCard or VISA accounts
from the Bank Portfolio (“Additional Accounts”) to be included as Accounts in a sufficient amount such that the Transferor Interest after giving effect to such addition will be at least equal to the Minimum Transferor Interest, or
(B) as of the 

  

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end of any Monthly Period, the sum of the aggregate amount of Principal Receivables is less than the Minimum Aggregate Principal Receivables (as adjusted for
any Series having a Companion Series as described in the Supplement for such Series), the Transferor shall designate Additional Accounts to be included as Accounts in a sufficient amount such that the aggregate amount of Principal Receivables will
be equal to or greater than the Minimum Aggregate Principal Receivables; provided, however, that in the event of a Servicer Rating Event, the Transferor Interest and sum of the aggregate amount of Principal Receivables will be
determined on a daily basis in accordance with a method to be determined by the Servicer, subject to satisfaction of the Rating Agency Condition. Receivables from such Additional Accounts shall be transferred to the Trust on or before the tenth
Business Day following the end of such Monthly Period. 
 (ii) In lieu of, or in addition to, designating Additional Accounts
pursuant to clause (i) above, the Transferor may, subject to the conditions specified in paragraph (c) below, convey to the Trust participations representing undivided interests in a pool of assets primarily consisting of receivables
arising under revolving credit card accounts or other revolving credit accounts owned by the Transferor or any Affiliate of any Transferor and collections thereon (“Participations”). The addition of Participations in the Trust
pursuant to this paragraph (a) or paragraph (b) below shall be effected by an amendment hereto, dated the applicable Addition Date, pursuant to Section 13.1(a). 
 (b) In addition to its obligation under subsection 2.6(a), the Transferor may, but shall not be obligated to, designate from time to time
Additional Accounts of the Transferor to be included as Accounts or Participations to be included as Trust Assets, in either case as of the applicable Addition Date. 
 (c) The Transferor agrees that any such transfer of Receivables from Additional Accounts, under subsection 2.6(a) or (b) shall
satisfy the following conditions (to the extent provided below): 
 (i) On or before the fifth Business Day prior to the
Addition Date with respect to additions pursuant to subsection 2.6(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(b) (the “Notice Date”), the Transferor
shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts or Participations will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred.

 (ii) On or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an
acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the “Assignment”) and the Transferor shall have indicated in its computer files that the
Receivables created in connection 

  

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with the Additional Accounts have been transferred to the Trust and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor
and the Trustee, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of all Additional Accounts, adequately identified by billing cycle and/or account number and the aggregate
amount of the Receivables in such Additional Accounts, as of the Addition Date, which computer file or microfiche list shall be as of the date of such Assignment incorporated into and made a part of such Assignment and this Agreement. 
 (iii) The Transferor shall represent and warrant that (w) the designation of Receivables in Additional Accounts by the Transferor and
the acceptance thereof by the Trustee will not (i) adversely affect the tax characterization as debt of any Class of Investor Certificates of any outstanding Series or Class in respect of which an opinion was delivered at the time of issuance
that such Class would be treated as debt for U.S. federal income tax purposes, (ii) cause the Trust following such designation and acceptance to be deemed to be an association (or a “publicly traded partnership” within the meaning of
Section 7704(b) of the Code) taxable as a corporation and (iii) cause or constitute a taxable event in which gain or loss would be recognized by any Investor Certificateholder or the Trust, (x) each Additional Account is, as of the
Addition Date, an Eligible Account, and each Receivable in such Additional Account is, as of the Addition Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the
Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition Date, the Transferor is not insolvent. 
 (iv) The Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer
and assignment to the Trust of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC) of such Receivables and Insurance
Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates,
except for (i) Liens permitted under subsection 2.5(b), (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in
respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC), in such property to the Trust, which
is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC), thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be
enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC), thereof and Insurance Proceeds relating thereto upon such creation; and 

  

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(z) if the Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement as described in
Section 2.1 with respect to such Additional Accounts and in the case of the Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC), thereof, and Insurance Proceeds relating thereto, upon such
creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315 of the UCC), except for Liens permitted under subsection 2.5(b). 
 (v) The Transferor shall deliver an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee
confirming the items set forth in paragraph (iii) above. 
 (vi) The Transferor shall deliver the following two Opinions
of Counsel to the Trustee: (1) with respect to certain matters relating to the transfer of the Receivables in the Additional Accounts to the Trust and the perfection of the Trust’s interest in the Receivables in the Additional Accounts and
(2) with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989, with respect to the effect of receivership on the
Transferor’s security interest in the Receivables in the Additional Accounts. 
 (vii) If with respect to any three-month
period or with respect to any twelve-month period, the aggregate amount of Principal Receivables in the accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit, the Rating Agency
Condition shall have been satisfied with respect to the inclusion of any Receivables in any account to be added as an Additional Account pursuant to subsection 2.6(b) in excess of the applicable Aggregate Addition Limit, except to the extent any
such Receivables arise in accounts that are Approved Accounts. 
 (viii) With respect to a Participation included as Trust
Assets pursuant to subsection 2.6(b), the Transferor shall deliver a Tax Opinion. 
 Section 2.7 Removal of Accounts. 
 (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for
deletion and removal (“Removed Accounts”) from the Trust. On or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the
Transferor (the “Removal Date”), the Transferor shall give the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. 
 (b) The Transferor shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon
satisfaction of the following conditions: 
  

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 (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not,
in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been
removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be
less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; 
 (ii) On or prior to the Removal Date, the Transferor shall have delivered to the Trustee for execution a written assignment in
substantially the form of Exhibit F (the “Reassignment”) and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Transferor shall have delivered to the Trustee a computer
file or microfiche list containing a true and complete list of all Removed Accounts identified by account number and the aggregate amount of the Receivables in such Removed Accounts as of the Removal Date, which computer file or microfiche list
shall as of the Removal Date modify and amend and be made a part of this Agreement; 
 (iii) The Transferor shall represent
and warrant that (x) the designation and reassignment of such Receivables from Removed Accounts will not (i) adversely affect the tax characterization as debt of any Class of Investor Certificates of any outstanding Series or Class in
respect of which an opinion was delivered at the time of issuance that such Class would be treated as debt for U.S. federal income tax purposes, (ii) cause the Trust following such designation and acceptance to be deemed to be an association
(or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) taxable as a corporation and (iii) cause or constitute a taxable event in which gain or loss would be recognized by any Investor
Certificateholder or the Trust, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust, and
(z) (I) a random selection procedure was used by the Transferor in selecting the Removed Accounts and only one such removal of randomly selected accounts shall occur in the then current Monthly Period or (II) the Removed Accounts are
subject to an arrangement with a third party pursuant to which such third party has the right or the option to purchase the Removed Accounts and which right or option has arisen in response to a third-party action or decision not to act and not the
unilateral action of the Transferor and such right or option has been exercised by the third party; 
 (iv) As of the Removal
Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such Receivables is not more than 60 days, or (b) the Receivables are not more than 7%
delinquent by estimated principal 

  

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amount and the weighted average delinquency of such Receivables does not exceed 90 days; 
 (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal
of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will satisfy the Rating Agency Condition; and 
 (vi) The Transferor shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in clauses
(i) through (v) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. 
 Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed
Accounts shall no longer constitute a part of the Trust. 
 [End of Article II] 
  

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 ARTICLE III 
 ADMINISTRATION AND SERVICING 
 OF RECEIVABLES 
 Section 3.1 Acceptance of Appointment and Other Matters Relating to the Servicer. 
 (a) JPMorgan Chase Bank agrees to act as the Servicer under this Agreement. The Investor Certificateholders of each Series by their
acceptance of the related Certificates consent to JPMorgan Chase Bank acting as Servicer. 
 (b) The Servicer shall service
and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Credit
Card Guidelines and shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing and subject to Section 10.1, the Servicer is hereby authorized and empowered (i) to make withdrawals from the Collection Account as set forth in this Agreement, (ii) unless such power
and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals and payments, from the Finance Charge Account, the Principal Account, the Excess
Funding Account and any Series Account, in accordance with such instructions as set forth in this Agreement, (iii) unless such power and authority is revoked by the Trustee on account of the occurrence of a Servicer Default pursuant to
Section 10.1, to instruct the Trustee in writing, as set forth in this Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to
commence enforcement proceedings with respect to such Receivables and (v) to make any filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from the Securities and Exchange Commission and any
state securities authority on behalf of the Trust as may be necessary or advisable to comply with any federal or state securities or reporting requirements. The Trustee agrees that it shall promptly follow the instructions of the Servicer to
withdraw funds from the Principal Account, the Finance Charge Account, the Excess Funding Account, or any Series Account and to take any action required under any Credit Enhancement at such time as required under this Agreement. The Trustee shall
execute at the Servicer’s written request such documents prepared by the Transferor and acceptable to the Trustee as may be necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

  

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 (c) In the event that the Transferor is unable for any reason to transfer Receivables to
the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.2 or the order of any federal governmental agency having regulatory authority over the
Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (A) the Servicer agrees to allocate, after such date, all collections with respect to
Principal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for the Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of
Principal Receivables in the Trust as of such date) in accordance with subsection 2.5(e); (B) the Servicer agrees to apply such amounts as Collections in accordance with Article IV, and (C) for only so long as all Collections and all
amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor’s
inability to transfer Receivables to the Trust that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Principal Receivables
but for the Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Investor Percentage thereunder. If the Servicer is unable pursuant to any
Requirement of Law to allocate payments on the Accounts as described above, the Servicer agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such
Account first to the oldest principal balance of such Account and to have such payments applied as Collections in accordance with Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal
Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the
transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. 
 (d) In the event that pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a
breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Servicer agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting
for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to Receivables of
such Obligor retained in the Trust, then the Servicer agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on any Ineligible
Receivables purchased by the Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV. 
  

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 (e) The Servicer shall not be obligated to use separate servicing procedures, offices,
employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. 
 (f) The Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are
involved in the servicing of credit card receivables covering such actions and in such amounts as the Servicer believes to be reasonable from time to time. 
 Section 3.2 Servicing Compensation. As compensation for its servicing activities hereunder and reimbursement for its expenses as set forth in the immediately following paragraph, the Servicer shall be entitled
to receive a servicing fee prior to the termination of the Trust pursuant to Section 12.1. The Servicing Fee shall be payable, with respect to each Series, at the times and in the amounts set forth in the related Supplement. The Servicing Fee
shall be allocated between the Investor Certificates (the “Investor Servicing Fee”) and the Holder of the Transferor Certificate (the “Transferor Servicing Fee”). 
 The Servicer’s expenses include the amounts due to the Trustee pursuant to Section 11.5 and the reasonable fees and disbursements of
independent public accountants and all other expenses incurred by the Servicer in connection with its activities hereunder; provided, however that the Servicer shall not be liable for any liabilities, costs or expenses of the Trust,
the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation any federal, state or local income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties
with respect thereto or arising from a failure to comply therewith). The Servicer shall be required to pay such expenses for its own account and shall not be entitled to any payment therefor other than the servicing fee specified herein. 

Section 3.3 Representations and Warranties of the Servicer. JPMorgan Chase Bank, as initial Servicer, hereby makes, and any successor Servicer
by its appointment hereunder shall make the following representations and warranties on which the Trustee has relied in accepting the Receivables in Trust and in authenticating the Certificates issued on the Initial Closing Date: 
 (a) Organization and Good Standing. The Servicer is a banking corporation duly organized, validly existing and in good standing
under the laws of the state of its organization and has full corporate power, authority and legal right to own its properties and conduct its credit card business as such properties are presently owned and as such business is presently conducted,
and to execute, deliver and perform its obligations under this Agreement. 
 (b) Due Qualification. The Servicer is
duly qualified to do business and is in good standing (or is exempt from such requirement) and has obtained all necessary licenses and approvals, except to the extent that the failure so to qualify or register would not have a material adverse
effect on the Servicer’s ability to perform its obligations hereunder. 
  

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 (c) Due Authorization. The execution, delivery, and performance of this Agreement
have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer. 
 (d) Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereinafter in effect, affecting the enforcement of creditors’ rights in general or the rights of creditors of banking corporations organized under the laws of the State of New York. 
 (e) No Violation. The execution and delivery of this Agreement by the Servicer, and the performance of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Servicer, will not conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse
of time or both) a default under, any Requirement of Law applicable to the Servicer or any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound except to the extent that
the same could not reasonably be expected to have a material adverse effect on the Certificateholders or any Credit Enhancement Provider. 
 (f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Servicer, threatened against the Servicer before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, seeking any determination or ruling that, in the reasonable judgment of
the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this
Agreement. 
 (g) Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to
be fulfilled under or in connection with each Receivable and the related Account, will maintain in effect all qualifications required under Requirements of Law in order to service properly each Receivable and the related Account and will comply in
all material respects with all other Requirements of Law in connection with servicing each Receivable and the related Account the failure to comply with which would have a material adverse effect on the Certificateholders or any Credit Enhancement
Provider. 
 Section 3.4 Reports and Records for the Trustee. 
 (a) Daily Reports. On each Business Day during any period during which the Servicer is required to make daily deposits to the
Collection Account pursuant to Section 4.3(a), the Servicer shall prepare and make available at the office of the Servicer for inspection by the Trustee a record setting forth (i) the aggregate amount of 

  

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Collections processed by the Servicer on the preceding Business Day and (ii) the aggregate amount of Receivables as of the close of business on the
preceding Business Day. 
 (b) Monthly Servicer’s Certificate. Unless otherwise stated in the related Supplement
with respect to any Series, on each Determination Date the Servicer shall forward, as provided in Section 13.5, to the Trustee, the Paying Agent, any Credit Enhancement Provider and each Rating Agency, a certificate of a Servicing Officer in
the form of Exhibit C (which includes the Schedule thereto specified as such in each Supplement) setting forth (i) the aggregate amount of Collections processed during the preceding Monthly Period, (ii) the aggregate amount of the
applicable Investor Percentage of Collections of Principal Receivables processed by the Servicer pursuant to Article IV during the preceding Monthly Period with respect to each Series then outstanding, (iii) the aggregate amount of the
applicable Investor Percentage of Collections of Finance Charge Receivables processed by the Servicer pursuant to Article IV during the preceding Monthly Period with respect to each Series then outstanding, (iv) the aggregate amount of
Receivables processed as of the end of the last day of the preceding Monthly Period, (v) the balance on deposit in the Finance Charge Account, the Principal Account or any Series Account applicable to any Series then outstanding on such
Determination Date with respect to Collections processed by the Servicer during the preceding Monthly Period, (vi) the aggregate amount, if any, of withdrawals, drawings or payments under any Credit Enhancement, if any, for each Series then
outstanding required to be made with respect to the previous Monthly Period in the manner provided in the related Supplement, (vii) the sum of all amounts payable to the Investor Certificateholders of each Series (or for a Series of more than
one Class, each such Class) on the succeeding Distribution Date in respect of Certificate Principal and Certificate Interest with respect to such preceding monthly Period and (viii) such other matters as are set forth in Exhibit C.

 Section 3.5 Annual Servicer’s Certificates. 
 (a) Servicer Compliance Statement. Within the earlier of 90 days after the end of each fiscal year of the Servicer or such date as
required by Regulation AB, beginning after the end of fiscal year 2006, the Servicer will deliver to the Trustee, any Credit Enhancement Provider and each Rating Agency, the statement of compliance required under Item 1123 of Regulation AB with
respect to such fiscal year, which statement shall be in the form of an Officer’s Certificate of the Servicer to the effect that (a) a review of the activities of the Servicer during such fiscal year and of its performance under this
Agreement was made under the supervision of the officer signing such certificate, (b) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such
fiscal year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof; provided, however, that on or before the
90th day after the end of fiscal year 2005, the Servicer shall cause to be delivered the Officer’s Certificate
of the Servicer as required to be delivered pursuant to, and in accordance with, Section 3.5 of this Agreement as written prior to giving effect to the Fifth Amendment. A copy of such statement may be obtained by any Investor Certificateholder
by a request in writing to the Trustee addressed to the Corporate Trust Office. 
  

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 (b) Report of Assessment of Compliance with Servicing Criteria. Within the earlier
of 90 days after the end of each fiscal year of the Servicer or such date as required by Regulation AB, beginning after the end of fiscal year 2006, the Servicer will deliver to the Trustee, any Credit Enhancement Provider and each Rating Agency, a
report of compliance with servicing criteria required under Item 1122 of Regulation AB with respect to such fiscal year, which report will be in the form of an Officer’s Certificate of the Servicer to the effect that (i) the Servicer
is responsible for assessing compliance with the servicing obligations under this Agreement; (ii) the Servicer has used the criteria in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the servicing obligations
under this Agreement; (iii) the Servicer has assessed compliance with the servicing obligations under this Agreement as of and for the period ending the end of such fiscal year and has disclosed any material instance of noncompliance identified
by the Servicer; and (iv) a registered public accounting firm has issued an attestation report on the Servicer’s assessment of compliance with the servicing obligations under this Agreement as of and for the period ending the end of such
fiscal year. A copy of such report may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. 
 Section 3.6 Annual Independent Accountants’ Servicing Report. 
 (a) Within the
earlier of 90 days after the end of each fiscal year of the Servicer or such date as required by Regulation AB, beginning after the end of fiscal year 2006, the Servicer shall cause a registered public accounting firm (who may also render other
services to the Servicer or the Transferor) to furnish to the Trustee, any Credit Enhancement Provider and each Rating Agency an attestation report on each assessment of compliance with the servicing criteria with respect to the Servicer or any
Affiliate thereof during the related fiscal year delivered by such accountants pursuant to Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that on or before the 90th day after the
end of fiscal year 2005, the Servicer shall cause to be furnished such reports as were required to be delivered pursuant to, and in accordance with, subsection 3.6(a) of this Agreement as written prior to giving effect to the Fifth Amendment. A copy
of such report or reports may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. 
 (b) On or before March 31 of each calendar year, beginning with March 31, 1997, the Servicer shall cause a firm of nationally recognized independent certified public accountants (who may also render other
services to the Servicer or the Transferor) to furnish, as provided in Section 13.5, a report, prepared using generally accepted attestation standards, addressed to the Trustee, any Credit Enhancement Provider and the Transferor, to the effect
that they have randomly selected at least one (1) of the monthly certificates forwarded by the Servicer pursuant to subsection 3.4(b) during each of the three month periods ended March 31, June 30, September 30 and
December 31 during the period covered by such report (which shall be the twelve month period ending on December 31 of the preceding calendar year) and compared such amounts with the Servicer’s computer reports which were the source of
such amounts and found them to be in agreement or shall disclose any exceptions noted. Additionally, such firm shall recalculate the mathematical accuracy of amounts derived in the monthly certificates. A copy of such 

  

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report shall be distributed by the Trustee to the Rating Agency and will be available for distribution to Certificateholders upon written request therefor
addressed to the Trustee at the Corporate Trust Office. 
 Section 3.7 Tax Treatment. Except as otherwise provided in any related
Supplement, the Transferor has structured this Agreement and the Investor Certificates with the intention that the Investor Certificates will qualify under applicable federal, state, local and foreign tax law as indebtedness. Unless otherwise
specified in the related Supplement, the Transferor, the Servicer, the Holder of the Transferor Certificate, each Investor Certificateholder, and each Certificate Owner, agree to treat and to take no action inconsistent with the treatment of the
Investor Certificates (or beneficial interest therein) as indebtedness for purposes of federal, state, local and foreign income or franchise taxes and any other tax imposed on or measured by income. Each Investor Certificateholder and the Holder of
the Transferor Certificate, by acquisition of its interest in the Transferor Interest; each Certificate Owner, by acquisition of a beneficial interest in a Certificate; and any owner of any Collateral Interest or interest therein, by acquisition of
such interest therein, agrees to be bound by the provisions of this Section 3.7. Each Certificateholder agrees that it will cause any Certificate Owner acquiring an interest in a Certificate through it to comply with this Agreement as to
treatment as indebtedness under applicable tax law, as described in this Section 3.7. 
 Section 3.8 Notices to the
Transferor. In the event that the Transferor is no longer acting as Servicer, any Successor Servicer appointed pursuant to Section 10.2 shall deliver or make available to the Transferor each certificate and report required to be prepared,
forwarded or delivered thereafter pursuant to Sections 3.4, 3.5 and 3.6. 
 [End of Article III] 
  

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 ARTICLE IV 
 RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION 
 AND APPLICATION OF COLLECTIONS 
 Section 4.1 Rights of Certificateholders. Each Series of Investor Certificates shall represent Undivided Interests in the Trust, including the
benefits of any Credit Enhancement issued with respect to such Series and the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be deposited in the Investor Accounts and any other
Series Account (if so specified in the related Supplement) or to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal
Receivables shall not exceed an amount equal to the Investor Interest at such time. The Transferor Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the
Trust not allocated to the Investor Certificates and the other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of
the Transferor Certificate; provided, however, that if the Transferor elects to have its interest in the Transferor Interest be uncertificated as provided in Section 6.1 hereof, then such uncertificated interest shall represent
the Transferor Interest; provided further, that the aggregate interest represented by such Transferor Certificate in the Principal Receivables or, as the case may be, the aggregate uncertificated interest of the Transferor in the
Principal Receivables, shall not exceed the Transferor Interest at any time and such Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Investor Accounts, except as provided in this
Agreement, or the benefits of any Credit Enhancement issued with respect to any Series. 
 Section 4.2 Establishment of Accounts.

 (a) The Collection Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in
the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders (the “Collection
Account”). Pursuant to authority granted to it pursuant to subsection 3.1(b), the Servicer shall have the revocable power to withdraw funds from the Collection Account for the purposes of carrying out its duties hereunder. 
 (b) The Finance Charge and Principal Accounts. The Trustee, for the benefit of the Investor Certificateholders, shall establish and
maintain in the State of New York with the Paying Agent in the name of the Trust two Eligible Deposit Accounts (the “Finance Charge Account” and the “Principal Account”, respectively), bearing a designation clearly
indicating that the funds therein are held for the benefit of the Investor Certificateholders; provided, however, that each of such accounts may be established as sub-accounts of the Collection Account. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the Finance Charge Account and the Principal 

  

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Account and in all proceeds thereof. The Finance Charge Account and the Principal Account shall be under the sole dominion and control of the Trustee for the
benefit of the Investor Certificateholders. Pursuant to authority granted to it hereunder, the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Finance Charge Account and Principal Account for the purpose of
carrying out the Servicer’s duties hereunder. The Trustee at all times shall maintain accurate records reflecting each transaction in the Principal Account and the Finance Charge Account and that funds held therein shall at all times be held in
trust for the benefit of the Investor Certificateholders. 
 (c) The Distribution Account. The Trustee, for the benefit
of the Investor Certificateholders, shall cause to be established and maintained in the name of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the
Investor Certificateholders (the “Distribution Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Distribution Account and in all proceeds thereof. The Distribution
Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. 
 (d)
The Excess Funding Account. The Trustee, for the benefit of the Investor Certificateholders, shall establish and maintain an Eligible Deposit Account bearing a designation clearly indicating that the funds therein are held for the benefit of
the Investor Certificateholders (the “Excess Funding Account”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. The Excess
Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If, at any time, the Excess Funding Account ceases to be an Eligible Deposit Account, the Trustee shall notify the Rating
Agency and within 10 Business Days establish a new Eligible Deposit Account which shall be designated as the new Excess Funding Account and shall transfer any cash or any investments to such new Excess Funding Account. From the date such new Excess
Funding Account is established, it shall be the “Excess Funding Account.” Pursuant to authority granted to it hereunder, the Servicer shall have the revocable power to instruct the Trustee to withdraw funds from the Excess Funding
Account for the purpose of carrying out the Servicer’s duties hereunder. The Trustee at all times shall maintain accurate records reflecting each transaction in the Excess Funding Account and that funds held therein shall at all times be held
in trust for the benefit of the Investor Certificateholders. 
 (e) Series Accounts. If so provided in the related
Supplement, the Trustee, for the benefit of the Investor Certificateholders, shall cause to be established and maintained in the name of the Trust, one or more Series Accounts. Each such Series Account shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Investor Certificateholders of such Series. Each such Series Account will be an Eligible Deposit Account, if so provided in the related Supplement and will have the other features and
be applied as set forth in the related Supplement. 
 (f) Administration of the Finance Charge, Principal Accounts and
Excess Funding Account. Funds on deposit in the Principal Account, the Finance Charge Account and the Excess Funding Account shall at all times be invested in Permitted 

  

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Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Transfer Date related to the Monthly Period
in which such funds were processed for collection, or if so specified in the related Supplement, immediately preceding a Distribution Date. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable
instruments or securities evidencing the Permitted Investments described in clause (a) of the definition thereof from the time of purchase thereof until the time of sale or maturity; provided, however that no such investment shall
be disposed of prior to its maturity date. At the end of each month, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Principal Account and the Finance Charge Account shall be deposited by the Trustee in
an Eligible Deposit Account in the name of the Transferor, or a Person designated in writing by the Servicer, which shall not constitute a part of the Trust, or shall otherwise be turned over by the Trustee to the Transferor not less frequently than
monthly, and all interest and earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account shall be deposited by the Trustee in the Finance Charge Account for application as Collections of Finance Charge
Receivables. Subject to the restrictions set forth above, the Servicer, or a Person designated in writing by the Servicer, of which the Trustee shall have received written notification thereof, shall instruct the Trustee with respect to the
investment of funds on deposit in the Principal Account and the Finance Charge Account. For purposes of determining the availability of funds or the balances in the Finance Charge Account, the Principal Account and, except as provided in the second
preceding sentence, the Excess Funding Account, for any reason under this Agreement, all investment earnings on such funds shall be deemed not to be available or on deposit. 
 Section 4.3 Collections and Allocations. 
 (a) Collections. Except as provided below, the Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later
than the second Business Day following such Date of Processing. In the event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection
Account, and in no such event shall the Servicer deposit any Collections thereafter into any account established, held or maintained with the Servicer. 
 The Servicer shall allocate such amounts to each Series of Investor Certificates and to the Holder of the Transferor Certificate in accordance with this Article IV and shall withdraw the required amounts from the
Collection Account or pay such amounts to the Holder of the Transferor Certificate in accordance with this Article IV, in both cases as modified by any Supplement. The Servicer shall make such deposits or payments on the date indicated therein in
immediately available funds or as otherwise provided in the Supplement for any Series of Certificates with respect to such Series. 
 Notwithstanding anything in this Agreement to the contrary, for so long as, and only so long as, the Transferor shall remain the Servicer hereunder, and (a)(i) the Servicer provides to the Trustee a letter of credit covering risk collection
of the Servicer, and (ii) the Transferor shall not have received a notice from any Rating Agency that such a letter of credit would result in the lowering of such Rating Agency’s then-existing rating of the Investor 

  

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Certificates, or (b) the Servicer shall have and maintain a certificate of deposit or short-term deposit rating of “P-1” by Moody’s and
of “A-1” by Standard & Poor’s, the Servicer need not deposit Collections into the Collection Account, the Principal Account, the Finance Charge Account, the Excess Funding Account or any Series Account, as provided in any
Supplement, or make payments to the Holder of the Transferor Certificate as provided in Article IV, but may make such deposits, payments and withdrawals on each Transfer Date in an amount equal to the net amount of such deposits, payments and
withdrawals which would have been made but for the provisions of this paragraph. 
 Notwithstanding anything else in this Agreement to the
contrary, with respect to any Monthly Period, whether the Servicer is required to make monthly or daily deposits from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account, as
provided in any Supplement, (i) the Servicer will only be required to deposit Collections from the Collection Account into the Finance Charge Account, the Principal Account, the Excess Funding Account or any Series Account in an amount equal to
the lesser of (x) the amount required to be deposited into any such deposit account pursuant to the terms of this Agreement or any Supplement and (y) the amount required to be distributed on or prior to the related Distribution Date to
Investor Certificateholders or to any Credit Enhancement Provider pursuant to the terms of any Supplement or agreement relating to such Credit Enhancement and (ii) if at any time prior to such Distribution Date the amount of Collections
deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. 
 (b) Allocations for the Holder of the Transferor Certificate. Throughout the existence of the Trust, unless otherwise stated in any
Supplement, the Servicer shall allocate to the Holder of the Transferor Certificate an amount equal to the product of (A) the Transferor Percentage and (B) the aggregate amount of such Collections allocated to Principal Receivables and
Finance Charge Receivables, respectively, in respect of each Monthly Period. Notwithstanding anything in this Agreement to the contrary, unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so
allocated to the Holder of the Transferor Certificate pursuant to any Supplement into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to the Holder of the Transferor Certificate. 
 (c) Adjustments for Miscellaneous Credits and Fraudulent Charges. The Servicer shall be obligated to reduce on a net basis in each
Monthly Period the aggregate amount of Principal Receivables used to calculate the Transferor Interest as provided in this subsection 4.3(c) (a “Credit Adjustment”) with respect to any Principal Receivable (i) which was created
in respect of merchandise refused or returned by the Obligor thereunder or as to which the Obligor thereunder has asserted a counterclaim or defense, (ii) which is reduced by the Servicer by any rebate, refund, charge-back or adjustment
(including Servicer errors) or (iii) which was created as a result of a fraudulent or counterfeit charge. 
 In the event that the
inclusion of the amount of a Credit Adjustment in the calculation of the Transferor Interest would cause the Transferor Interest to be an amount less 

  

 50 








 
than the Minimum Transferor Interest, the Transferor shall make a deposit, no later than the Business Day following the Date of Processing of such Credit
Adjustment, in the Excess Funding Account in immediately available funds in an amount equal to the amount by which such Credit Adjustment would cause the Transferor Interest to be less than the Minimum Transferor Interest on such Date of Processing.

 (d) Transfer of Defaulted Accounts and Accounts with Zero Balances. Unless otherwise provided in any Supplement, on
the date on which (i) an Account becomes a Defaulted Account, (ii) an Account (a) with respect to which the card has been lost, stolen or authorization prohibited, and (b) which has had an outstanding balance of zero for at least
six months, has been closed by the Servicer, or (iii) an Account (a) which has been designated by the Servicer as “frozen”, revoked or interest accrual prohibited, and (b) which has had an outstanding balance of zero for at
least two months, has been closed by the Servicer, the Trust shall automatically and without further action or consideration be deemed to transfer, set over, and otherwise convey to the Transferor, without recourse, representation or warranty, all
the right, title and interest of the Trust such Defaulted Accounts and Accounts with zero balances, including, with respect to Defaulted Accounts, all right, title and interest in and to Receivables in such Defaulted Accounts, all monies due or to
become due with respect to such Receivables, all proceeds of such Receivables and Insurance Proceeds relating to such Receivables allocable to the Trust with respect to such Receivables. Notwithstanding any such transfer of Accounts, amounts
recovered with respect to such Defaulted Accounts may still be allocated to the Trust to the extent provided for in the definition of Recoveries. 
 (e) Operation of Excess Funding Account. On each Determination Date on which one or more Series is in its Amortization Period or Accumulation Period, the Servicer shall determine the aggregate amount of
Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series, and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next
succeeding Transfer Date and deposit such amount in the Distribution Account for allocation among each such Series as Shared Principal Collections as specified in each related Supplement. On any Business Day on which the Transferor Interest exceeds
the Minimum Transferor Interest, the Servicer shall instruct the Trustee to withdraw the amount of such excess (up to the Excess Funding Amount) from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor
Certificate. 
  

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 Section 4.4 Allocations During Funding Period. To the extent that the Servicer establishes an
Eligible Deposit Account as a pre-funding account (the “Pre-Funding Account”) with respect to any Series, bearing a designation indicating that the funds deposited therein are for the benefit of such Series, during the period (the
“Funding Period”), as set forth in the related Supplement, that the Pre-Funding Account maintains a balance, the date upon which an increase in the Invested Amount of such Series in accordance with the terms of such related
Supplement occurs shall be treated as an Addition Date solely for the purpose of calculating the applicable Investor Percentages. Such Addition Date shall be deemed to occur on the date of each such increase and the applicable Investor Percentages
shall be calculated accordingly. 
 Section 4.5 Certain Fees. 
 (a) On or prior to each Determination Date following a Monthly Period all of the days of which follow the Fee Determination Date, the
Transferor shall notify the Servicer of the amounts of Late Fees and similar fees and charges and Special Fees to be included as Collections of Finance Charge Receivables arising from the Chase Accounts with respect to the preceding Monthly Period.
Until the date specified by the Servicer in an Officer’s Certificate delivered to the Trustee as a date after which the Servicer can compute the actual amount of Collections of such fees and charges (the “Fee Determination
Date”), such amounts shall be deemed to be equal to the product of (x) the amount of Late Fees and similar fees and charges and Special Fees, as the case may be, billed with respect to such Monthly Period and (y) a fraction, the
numerator of which is the amount of Collections of Periodic Finance Charges and Annual Membership Fees arising from the Chase Accounts with respect to such Monthly Period, and the denominator of which is the amount of Periodic Finance Charges and
Annual Membership Fees arising from the Chase Accounts billed with respect to such Monthly Period. 
 (b) On and after the Fee
Determination Date, in the case of the Chase Accounts, and at all times, in the case of the Chemical Accounts, the amounts of Late Fees and similar fees and charges and Special Fees to be included as Collections of Finance Charge Receivables shall
be the actual amounts of such fees and charges, as computed by the Servicer. 
 (c) On each Transfer Date prior to the first
Monthly Period all of the days of which follow the Fee Determination Date, the Transferor shall pay to the Servicer and the Servicer shall deposit into the Collection Account, for allocation as Collections of Finance Charge Receivables in the manner
provided in Article IV (in immediately available funds) the amounts of Late Fees and similar fees and charges and Special Fees arising from the Chase Accounts to be so included as Collections of Finance Charge Receivables with respect to the
preceding Monthly Period, as calculated pursuant to this Section 4.5. 
 [THE REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE SPECIFIED
IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES] 
 [End of Article IV] 
  

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 ARTICLE V 
 [ARTICLE V IS RESERVED AND SHALL 
 BE SPECIFIED IN ANY SUPPLEMENT 
 WITH RESPECT TO ANY SERIES] 
 [End of Article
V] 
  

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 ARTICLE VI 
 THE CERTIFICATES 
 Section 6.1 The Certificates. Subject to Sections 6.10 and 6.13, the Investor
Certificates of each Series and any Class thereof may be issued in bearer form (the “Bearer Certificates”) with attached interest coupons and a special coupon (collectively, the “Coupons”) or in fully registered
form (the “Registered Certificates”), and shall be substantially in the form of the exhibits with respect thereto attached to the related Supplement. The Transferor may elect at any time, by written notice to the Trustee, to have
its interest in the Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a Transferor Certificate. If the Transferor elects to have its interest in the Transferor Interest be uncertificated, it shall deliver to the
Trustee for cancellation any Transferor Certificate previously issued. If the Transferor elects to have its interest in the Transferor Interest be evidenced by a Transferor Certificate, the Transferor Certificate shall be issued pursuant hereto or
to Section 6.9 or Section 6.10, substantially in the form of Exhibit A and shall upon issue be executed and delivered by the Transferor to the Trustee for authentication and redelivery as provided in Sections 2.1 and 6.2. The Investor
Certificates shall, upon issue pursuant hereto or to Section 6.9 or Section 6.10, be executed and delivered by the Transferor to the Trustee for authentication and redelivery as provided in Sections 2.1 and 6.2. Any Investor Certificate
shall be issuable in a minimum denomination of $1,000 Undivided Interest and integral multiples thereof, unless otherwise specified in any Supplement. The Transferor Certificate, if applicable, shall be issued as a single certificate. Each
Certificate shall be executed by manual or facsimile signature on behalf of the Transferor by its President or any Vice President. Certificates bearing the manual or facsimile signature of the individual who was, at the time when such signature was
affixed, authorized to sign on behalf of the Transferor or the Trustee shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or does not hold
such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form
provided for herein, executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication except Bearer Certificates which shall be dated the applicable Issuance Date as provided in the related Supplement. 
 Section 6.2 Authentication of Certificates. Contemporaneously with the initial assignment and transfer of the Receivables, whether now existing or
hereafter created (other than Receivables in Additional Accounts) and the other components to the Trust, the Trustee shall authenticate and deliver the initial Series of Investor Certificates, upon the written order of the Transferor, to the
underwriters for the sale of the Book-Entry Certificates evidenced by such Investor Certificates, and against payment to the Transferor of the Initial Investor Interest (net of any purchase or underwriting discount). Upon the receipt of such payment
and the issuance of the Investor Certificates, such Investor Certificates shall be fully paid and non-assessable. The Trustee shall authenticate and deliver the Transferor Certificate to the 

  

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Transferor simultaneously with its delivery to the Transferor of the initial Series of Investor Certificates. In connection with the New Issuance as provided
in Section 6.9 and the satisfaction of certain other conditions specified therein, the Trustee shall authenticate and deliver the Investor Certificates of additional Series (with the designation provided in the related Supplement), upon the
order of the Transferor, to the Persons designated in such Supplement. In connection with the New Issuance as provided in Section 6.9 and the satisfaction of certain other conditions specified therein, the Trustee shall authenticate and deliver
the Investor Certificates of additional Series (with the designation provided in the related Supplement), upon the order of the Transferor, to the Persons designated in such Supplement. If specified in the related Supplement for any Series, the
Trustee shall authenticate and deliver outside the United States the Global Certificate that is issued upon original issuance thereof, upon the written order of the Transferor, to the Depository against payment of the purchase price therefor. If
specified in the related Supplement for any Series, the Trustee shall authenticate Book-Entry Certificates that are issued upon original issuance thereof, upon the written order of the Transferor, to a Clearing Agency or is nominee as provided in
Section 6.10 against payment of the purchase price thereof. 
 Section 6.3 Registration of Transfer and Exchange of Certificates.

 (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the
“Transfer Agent and Registrar”), in accordance with the provisions of Section 11.16, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Transfer
Agent and Registrar shall provide for the registration of the Investor Certificates of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as herein provided. JPMorgan Chase
Bank is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as herein provided. If any form of Investor Certificate is issued as a
Global Certificate, the Trustee may, or if and so long as any Series of Investor Certificates are listed an the Luxembourg Stock Exchange and such exchange shall so require, the Trustee shall appoint a co-transfer agent and co-registrar in
Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. JPMorgan Chase Bank shall be permitted to resign as
Transfer Agent and Registrar upon 30 days’ written notice to the Servicer. In the event that JPMorgan Chase Bank shall no longer be the Transfer Agent and Registrar, the Trustee shall appoint a successor Transfer Agent and Registrar.

 Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Transferor
shall execute, subject to the provisions of subsection 6.3(c), and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of like aggregate
Undivided Interests; provided, however that the provisions of this paragraph shall not apply to Bearer Certificates. 
 At the
option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate Undivided Interests, upon surrender of the Investor Certificates to be
exchanged at any 

  

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such office or agency. At the option of any Holder of Registered Certificates, Registered Certificates may be exchanged for other Registered Certificates of
the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Certificates to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At
the option of a Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates of the same Series
in authorized denominations of like aggregate Undivided Interests in the Trust, in the manner specified in the Supplement for such Series, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and
Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 6.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Certificate so surrendered after
the close of business on the Record Date preceding the relevant Distribution Date after the related Series Termination Date need not have attached the coupons relating to such Distribution Date. 
 Whenever any Investor Certificates of any Series are so surrendered for exchange, the Transferor shall execute, and the Trustee shall authenticate and
(unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive.
Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the
Certificate holder thereof or his attorney-in-fact duly authorized in writing. 
 The preceding provisions of this Section 6.3
notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Certificate of any Series for a period of 15 days preceding the due date for any payment
with respect to the Investor Certificates of such Series. 
 Unless otherwise provided in the related Supplement, no service charge shall be
made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange
of Certificates. 
 All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of
transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificates upon its exchange in full for Definitive Certificates
and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each
portion of such Global Certificate exchanged for Definitive Certificates. 
 The Transferor shall execute and deliver to the Trustee or the
Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at 

  

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such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Certificates. 
 (b) Except as provided in Section 6.9 or 7.2 or in any Supplement, in no event shall the Transferor Certificate or any interest
therein, or, as the case may be, the uncertificated interest in the Transferor Interest or any interest therein, be transferred hereunder, in whole or in part, unless the Transferor shall have consented in writing to such transfer and the Trustee
shall have received a Tax Opinion with respect to such transfer (a copy of which shall be provided to the Rating Agencies). 
 (c) Unless otherwise provided in the related Supplement, registration of transfer of Registered Certificates containing a legend relating to the restrictions on transfer of such Registered Certificates (which legend shall be set forth in
the Supplement relating to such Investor Certificates) shall be effected only if the conditions set forth in such related Supplement are satisfied. 
 Whenever a Registered Certificate containing the legend sat forth in the related Supplement is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions
from the Servicer regarding such transfer. The Transfer Agent and Registrar and the Trustee shall be entitled to receive written instructions signed by a Servicing Officer prior to registering any such transfer or authenticating new Registered
Certificates, as the case may be. The Servicer hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by them in reliance on any such written instructions furnished pursuant to this subsection 6.3(c). 
 (d) The Transfer Agent and Registrar will maintain at its expense in the Borough of Manhattan, the City of New York (and subject to this
Section 6.3, if specified in the related Supplement for any Series, any other city designated in such Supplement) an office or offices or an agency or agencies where Investor Certificates of such Series may be surrendered for registration of
transfer or exchange. 
 Section 6.4 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
(together, in the case of Bearer Certificates, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be reasonably required by them to save each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, the Transferor shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the
Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate Undivided Interest. In connection
with the issuance of any new Certificate under this Section 6.4, the Trustee or the Transfer Agent and Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any 

  

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other expenses (including the fees and expenses of the Trustee and the Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 6.4 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed certificate shall be found at any time. 
 Section 6.5 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Trustee, the Paying Agent, the
Transfer Agent and Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Article V (as described in any
Supplement) and for all other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that in
determining whether the holders of Investor Certificates evidencing the requisite Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, unless otherwise expressly specified herein or in
the related Supplement, Investor Certificates owned by the Transferor, the Servicer or any Affiliate thereof shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Investor Certificates which a Responsible Officer in the Corporate Trust Office of the Trustee knows to be so owned shall be so disregarded. Investor Certificates so
owned that have been pledged in good faith shall not be disregarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Investor Certificates and that the pledgee is
not the Transferor, the Servicer or an Affiliate thereof. 
 In the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer
Agent and Registrar and any agent of any of them may treat the holder of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to Article IV and Article XII and for all
other purposes whatsoever, and neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary. Certificates so owned which have been pledged in good faith shall
not be disregarded and may be regarded as outstanding, if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Investor Certificates and that the pledgee is not the Transferor, the
Servicer or an Affiliate thereof. 
 Section 6.6 Appointment of Paying Agent. 
 (a) The Paying Agent shall make distributions to Investor Certificateholders from the appropriate account or accounts maintained for the
benefit of Certificateholders as specified in this Agreement or the related Supplement for any Series pursuant to Articles IV and V hereof. Any Paying Agent shall have the revocable power to withdraw funds from such appropriate account or accounts
for the purpose of making distributions referred to above. The Trustee (or the Servicer if the Trustee is the Paying Agent) may revoke such power and remove the Paying Agent, if the Trustee (or the Servicer if the Trustee is the Paying Agent)
determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect or for other good cause. The Trustee (or the Servicer if the Trustee is the Paying Agent) shall 

  

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notify the Rating Agency of the removal of any Paying Agent. The Paying Agent, unless the Supplement with respect to any Series states otherwise, shall
initially be JPMorgan Chase Bank. If any form of Investor Certificate is issued as a Global Certificate, or if and so long as any Series of Investor Certificates are listed on the Luxembourg Stock Exchange and such exchange shall so require, the
Trustee shall appoint a co-paying agent in Luxembourg or another European city. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Servicer. In the event that any Paying Agent shall no longer be
the Paying Agent, the Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The provisions of Sections 11.1, 11.2 and 11.3 shall apply to the Trustee also in the capacity of Paying Agent, for so long as
the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. 
 If specified in the related Supplement for any Series, so long as the Investor Certificates of such Series are outstanding, the Transferor shall maintain a co-paying agent in New York City (for Registered Certificates
only) or any other city designated in such Supplement which, if and so long as any Series of Investor Certificates is listed on the Luxembourg Stock Exchange or other stock exchange and such exchange so requires, shall be in Luxembourg or the
location required by such other stock exchange. 
 (b) The Trustee shall cause the Paying Agent (other than itself) to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders and shall agree, and if the Trustee is the Paying Agent it hereby agrees, that it shall comply with all requirements of the Internal Revenue Code regarding the withholding by
the Trustee of payments in respect of federal income taxes due from Certificate Owners. 
 Section 6.7 Access to List of
Certificateholders’ Names and Addresses. The Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer or the Paying Agent, within five Business Days after receipt by the Trustee of a request therefor
from the Servicer or the Paying Agent, respectively, in writing, a list in such form as the Servicer or the Paying Agent may reasonably require, of the names and addresses of the Investor Certificateholders as of the most recent Record Date for
payment of distributions to Investor Certificateholders. Unless otherwise provided in the related Supplement, holders of Investor Certificates evidencing Undivided Interests aggregating not less than 10% of the Investor Interest of the Investor
Certificates of any Series (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Investor Certificateholders of any Series with respect to their
rights under this Agreement or under the Investor Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs
and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee and shall give the Servicer notice that such
request has been made, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants’ request. Every 

  

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Certificateholder, by receiving and holding a Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of
their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was obtained. 

Section 6.8 Authenticating Agent. 
 (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the
issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to
the Transferor. 
 (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue
to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent. 
 (c) An authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Transferor. The Trustee may at any time terminate the agency of an authenticating agent by giving
notice of termination to such authenticating agent and to the Transferor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the
Transferor, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like affect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferor. 
 (d) The Trustee agrees to pay each authenticating agent from time to time reasonable compensation for its services under this
Section 6.8, and the Trustee shall be entitled to be reimbursed and the Servicer shall reimburse the Trustee for such reasonable payments actually made, subject to the provisions of Section 11.5. 
 (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable to any authenticating agent. 
 (f) Pursuant to an appointment made under this Section 6.8, the Certificates may have endorsed thereon, in lieu of the Trustee’s
certificate of authentication, an alternate certificate of authentication in substantially the following form: 
  

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 This is one of the certificates described in the Pooling and Servicing Agreement. 
  

			
		
	  	 	  
	 as Authenticating Agent for the Trustee,

		
	 By:
	 	  
		 	 Authorized signatory



 Section 6.9 New Issuances. 
 (a) Upon the issuance of Investor Certificates of a new Series, the Trustee shall issue to the Holder of the Transferor Certificate under
Section 6.1, for execution and redelivery to the Trustee for authentication under Section 6.2, Investor Certificates of such Series. Each Investor Certificate of any such Series shall be substantially in the form specified in the related
Supplement and shall bear upon its face the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari
passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on
account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. 
 (b) The Holder of the Transferor Certificate may permit Investor Certificates of one or more new Series to be issued (each, a “New
Issuance”) by notifying the Trustee in writing at least three days in advance (a “New Issuance Notice”) of the date upon which the New Issuance is to occur (a “New Issuance Date”). Any New Issuance Notice
shall state the designation of any Series (and Class thereof, if applicable) to be issued on the New Issuance Date and, with respect to each such Series: (a) its Initial Investor Interest (or the method for calculating such Initial Investor
Interest), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Credit Enhancement Provider, if any, with respect to such Series. On the New Issuance Date, the
Trustee shall authenticate and deliver the Investor Certificates of any such Series only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.9(c) executed by the Transferor and specifying the
Principal Terms of such Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide any Credit Enhancement, (d) an Opinion of Counsel to the
effect that, unless otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series or Class of Investor Certificates will be treated as debt for United States federal income and Delaware state income and corporate
franchise tax purposes, (e) a Tax Opinion with respect to the issuance of such Series, (f) written confirmation from each Rating Agency that the New Issuance will satisfy the Rating Agency Condition, and (g) an Officer’s
Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the New Issuance Date (i) the Transferor, after giving effect to such New Issuance, would not be required to add 

  

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Additional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to such New Issuance, the Transferor Interest would be at least equal to
the Minimum Transferor Interest. Upon satisfaction of such conditions, the Trustee shall issue the Investor Certificates of such Series and, if there is a currently existing Transferor Certificate, upon presentation of such Transferor Certificate to
the Trustee for cancellation, a new Transferor Certificate, if applicable, dated the New Issuance Date, as provided above. There is no limit to the number of New Issuances that may be performed under this Agreement. 
 (c) In conjunction with a New Issuance, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect
to the Investor Certificates of any newly issued Series, which may include without limitation: (i) its name or designation, (ii) the Initial Investor Interest or the method of calculating the Initial Investor Interest, (iii) the
method of determining any adjusted Investor Interest, if applicable, (iv) the Certificate Rate (or formula for the determination thereof), (v) the Closing Date, (vi) each Rating Agency rating such Series, (vii) the name of the
Clearing Agency, if any, (viii) the rights of the Holder of the Transferor Certificate that have been transferred to the Holders of such Series pursuant to such New Issuance (including any rights to allocations of Collections of Finance Charge
Receivables and Principal Receivables), (ix) the interest payment date or dates and the date or dates from which interest shall accrue, (x) the periods during which or dates on which principal will be paid or accrued, (xi) the method
of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series, the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the
method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (xii) any other Collections with respect to Receivables or other amounts available to be paid with respect to such Series,
(xiii) the names of any accounts to be used by such Series and the terms governing the operation of any such account and use of moneys therein, (xiv) the Series Servicing Fee and the Series Servicing Fee Percentage, (xv) the Minimum
Transferor Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such Series and the Credit Enhancement Provider, if applicable, (xvii) the base rate applicable to such Series, (xviii) the
terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xix) any deposit into any account provided for such Series, (xx) the number of Classes of such Series and, if more than one Class, the
rights and priorities of each such Class, (xxi) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxii) the priority of any Series with respect to any other Series, (xxiii) the
Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, (xxv) whether such Series will or may be a Companion Series and the Series with which it will be paired, if applicable, and (xxvi) any other
relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the “Principal Terms” of such Series). The terms
of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of
Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer’s certificate stating, in
substance, that the New Issuance will not have an adverse effect on the 

  

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timing or distribution of payments to the Investor Certificates of such other Series then issued and outstanding. 
 Section 6.10 Book-Entry Certificates. Unless otherwise provided in any related Supplement, the Investor Certificates, upon original issuance,
shall be issued in the form of typewritten Certificates representing the Book-Entry Certificates, to be delivered to the depository specified in such Supplement (the “Depository”) which shall be the Clearing Agency or Foreign
Clearing Agency, by or on behalf of such Series. The Investor Certificates of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of the nominee of the Clearing
Agency or Foreign Clearing Agency. No Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the related Series of Investor Certificates, except as provided in Section 6.12. Unless and
until definitive, fully registered Investor Certificates of any Series (“Definitive Certificates”) have been issued to Certificate Owners pursuant to Section 6.12; 
 (i) the provisions of this Section 6.10 shall be in full force and effect with respect to each such Series; 
 (ii) the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency
and the Clearing Agency Participants for all purposes (including the making of distributions on the Investor Certificates of each such Series) as the authorized representatives of the Certificate Owners; 
 (iii) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of
this Section 6.10 shall control with respect to each such Series; and 
 (iv) the rights of Certificate Owners of each
such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the
Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Certificates of such Series are issued pursuant to Section 6.12, the
initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Investor Certificates to such Clearing Agency Participants. 
  

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 Section 6.11 Notices to Clearing Agency. Whenever notice or other communication to the
Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 6.12, the Trustee shall give all such notices and communications specified herein to
be given to Holders of the Investor Certificates to the Clearing Agency or Foreign Clearing Agency for distribution to Holders of Investor Certificates. 
 Section 6.12 Definitive Certificates. If (i) (A) the Transferor advises the Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to discharge properly
its responsibilities under the applicable Depository Agreement, and (B) the Trustee or the Transferor is unable to locate a qualified successor, (ii) the Transferor, at its option, advises the Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to any Series of Certificates or (iii) after the occurrence of a Servicer Default, Certificate Owners of a Series representing beneficial interests
aggregating not less than 50% of the Investor Interest of such Series advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a
book-entry system through the applicable Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Certificate Owners, the Trustee shall notify all Certificate Owners of such Series, through the applicable Clearing Agency
Participants, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Series requesting the same. Upon surrender to the Trustee of the Investor Certificates of such Series by the
applicable Clearing Agency or Foreign Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency or Foreign Clearing Agency for registration, the Trustee shall issue the Definitive Certificates of such Series.
Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates of such Series
all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of such Series as Certificateholders of such Series hereunder. 
 Section 6.13 Global Certificate. If specified in the related Supplement for any Series, the Investor Certificates may be initially issued in the form of a single temporary Global Certificate (the “Global
Certificate”) in bearer form, without interest coupons, in the denomination of the Initial Investor Interest and substantially in the form attached to the related Supplement. Unless otherwise specified in the related Supplement, the provisions
of this Section 6.13 shall apply to such Global Certificate. The Global Certificate will be authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Certificates. The
Global Certificate may be exchanged in the manner described in the related Supplement for Registered or Bearer Certificates in definitive form. 
 Section 6.14 Meetings of Certificateholders. To the extent provided by the Supplement for any Series issued in whole or in part in Bearer Certificates, the Servicer or the Trustee may at any time call a meeting of the
Certificateholders of such Series, to be held at such time and at such place as the Servicer or the Trustee, as the case may be, shall determine, for the 

  

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purpose of approving a modification of or amendment to, or obtaining a waiver of, any covenant or condition set forth in this Agreement with respect to such
Series or in the Certificates of such Series, subject to Section 13.1 of the Agreement. 
 [End of Article VI] 
  

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 ARTICLE VII 
 OTHER MATTERS RELATING TO THE TRANSFEROR 
 Section 7.1 Liability of the Transferor. The Transferor
shall be liable in accordance herewith to the extent of the obligations specifically undertaken by the Transferor. 
 Section 7.2 Merger
or Consolidation of, or Assumption of the Obligations of, the Transferor. 
 (a) The Transferor shall not consolidate with
or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: 
 (i) (A) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation formed by such consolidation or into which the Transferor is merged or the Person which
acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a
national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that
any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent
practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship
applicable to such successor entity as shall be set forth in the Officer’s Certificate described in subsection 7.2(a)(ii); 
 (ii) the Transferor shall have delivered to the Trustee an Officer’s Certificate signed by a Vice President (or any more senior officer) of the Transferor stating that such consolidation, merger, conveyance or transfer and such
supplemental agreement comply with this Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and
binding; and 
  

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 (iii) the Transferor shall have delivered notice to the Rating Agency of such
consolidation, merger, conveyance or transfer. 
 (b) The obligations of the Transferor hereunder shall not be assignable nor
shall any Person succeed to the obligations of the Transferor hereunder (i) except for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or (ii) unless the assignee with respect
to such obligations shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject
to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of
the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the
assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assignee. 
 Section 7.3 Limitation of Liability. The directors, officers, employees or agents of the Transferor shall not be under any liability to the Trust, the Trustee, the Certificateholders, any Credit Enhancement
Provider or any other Person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this
Agreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect the officers, directors, employees, or agents of the Transferor against any liability which would otherwise be
imposed by reason of willful misfeasance or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 7.4, the Transferor shall not be under any liability
to the Trust, the Trustee, the Certificateholders, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Transferor pursuant to this Agreement or any Supplement
whether arising from express or implied duties under this Agreement or any Supplement; provided, however, that this provision shall not protect the Transferor against any liability which would otherwise be imposed by reason of willful
misfeasance or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Transferor and any director, officer, employee or agent may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters arising hereunder. 
 Section 7.4 Liabilities.
Notwithstanding Section 7.3 (and notwithstanding Sections 3.2, 8.3, 8.4 and 11.11), or any other provision herein, the Transferor by entering into this Agreement, any Holder of the Transferor Certificate and any holder of an interest in the
Transferor Interest by its acceptance thereof, agree to be liable, directly to any creditor or claimant for the entire amount of any liabilities, including without limitation, any taxes imposed on the Trust, losses, claims or damages (other than
those that would be incurred by an Investor Certificateholder or a Credit Enhancement Provider, if any, if the Investor Certificates or Collateral Interest, as the case may be, were notes secured by the Receivables, for example, as a result of the
performance of the Receivables, market fluctuations, a shortfall or failure to make 

  

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payment under any Credit Enhancement or other similar market or investment risks associated with ownership of the Investor Certificates) arising out of or
based on the arrangement created by this Agreement (to the extent that, if the Trust assets at the time the claim is made were used to pay in full all outstanding Certificates of all Series, the Trust assets that would remain after the Investor
Certificateholders and Credit Enhancement Providers, if any, were paid in full would be insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the New York Revised Limited
Partnership Act in which the Transferor , the holder of the Transferor Certificate and such holder of an interest in the Transferor Certificate were the general partners of such partnership. The rights created by this Section 7.4 shall run
directly to and be enforceable by the injured party subject to the limitations hereof. To the extent provided in Section 8.4, the Servicer will (from its own assets and not from the assets of the Trust) indemnify and hold harmless the
Transferor and each holder of an interest in the Transferor Interest against and from certain losses, claims, damages and liabilities of the Transferor as described in this Section arising from the actions or omissions of the Servicer. 

[End Of Article VII] 
  

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 ARTICLE VIII 
 OTHER MATTERS RELATING TO THE SERVICER 
 Section 8.1 Liability of the Servicer. The Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer in such capacity herein. 
 Section 8.2 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as
an entirety to any Person, unless: 
 (i) (A) the Servicer is the surviving entity or (B) if the Servicer is not the
surviving entity, the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation
organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a state or national banking association or other entity which is not subject to the bankruptcy laws of the United States of
America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any
right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent
practicable, to such successor entity); 
 (ii) the Servicer shall have delivered to the Trustee an Officer’s Certificate
that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of
Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and 
 (iii) the Servicer
shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer. 
 Section 8.3 Limitation of
Liability of the Servicer and Others. The directors, officers, employees or agents of the Servicer shall not be under any liability to the Trust, the Trustee, the Certificateholders, any Credit Enhancement Provider or any other Person hereunder
or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement and any Supplement and the issuance
of the Certificates; provided, however, that this provision shall not protect the directors, officers, employees and agents of the 

  

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Servicer against any liability which would otherwise be imposed by reason of willful misfeasance or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and the Trustee, its officers, directors, employees and agents, the Servicer shall not be under any liability to the
Trust, the Trustee, its officers, directors, employees and agents, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this Agreement or any
Supplement; provided, however, that this provision shall not protect the Servicer against any liability which would otherwise be imposed by reason of willful misfeasance or gross negligence in the performance of duties or by reason of
its reckless disregard of its obligations and duties hereunder or under any Supplement. The Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Receivables in accordance with this Agreement which in its reasonable opinion may cause
it to incur any expense or liability. 
 Section 8.4 Servicer Indemnification of the Trust and the Trustee. The Servicer shall
indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts
or omissions of the Servicer with respect to activities of the Trust or the Trustee pursuant to this Agreement or any Supplement, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or
expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Servicer shall not indemnify the Trustee if such acts, omissions or alleged acts or omissions
constitute or are caused by fraud, negligence, bad faith or willful misconduct by the Trustee; provided, further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any
liabilities, costs or expenses of the Trust with respect to any action taken by the Trustee at the request of the Investor Certificateholders; provided, further, that the Servicer shall not indemnify the Trust, the Investor
Certificateholders or the Certificate owners as to any losses, claims or damages incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of Defaulted Accounts or Receivables which are
written off as uncollectible; and provided, further, that the Servicer shall not indemnify the Trust, the Investor Certificateholders or the Certificate Owners for any liabilities, costs or expenses of the Trust, the Investor
Certificateholders or the Certificate Owners arising under any tax law, including without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with
respect thereto or arising from a failure to comply therewith) required to be paid by the Trust, the Investor Certificateholders or the Certificate Owners in connection herewith to any taxing authority. Any such indemnification shall not be payable
from the assets of the Trust. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. The provisions of this Section 8.4 shall survive termination of this Agreement and
the resignation or removal of the Trustee. 
 Section 8.5 The Servicer Not to Resign. The Servicer shall not resign from the
obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is 

  

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no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under applicable law. Any such determination
permitting the resignation of the Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall
have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.2 hereof. If the Trustee is unable within 120 days of the date of such determination to appoint a Successor Servicer, the Trustee shall serve as
Successor Servicer hereunder. 
 Section 8.6 Access to Certain Documentation and Information Regarding the Receivables. The Servicer
shall provide to the Trustee access to the documentation regarding the Accounts and the Receivables in such cases where the Trustee is required in connection with the enforcement of the rights of the Investor Certificateholders, or by applicable
statutes or regulations to review such documentation, such access being afforded without charge but only (i) upon reasonable request, (ii) during normal business hours, (iii) subject to the Servicer’s normal security and
confidentiality procedures and (iv) at offices designated by the Servicer. Nothing in this Section 8.6 shall derogate from the obligation of the Transferor, the Trustee or the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section 8.6 as a result of such obligations shall not constitute a breach of this Section 8.6. 
 Section 8.7 Delegation of Duties. It is understood and agreed by the parties hereto that the Servicer may delegate certain of its duties hereunder
to First Data Resources, Inc. (“FDR”), a credit card processor located in Omaha, Nebraska. In the ordinary course of business, the Servicer may at any time delegate any duties hereunder to any Person who agrees to conduct such
duties in accordance with the Credit Card Guidelines. Any such delegations shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 8.5
hereof. If any such delegation is to a party other than FDR notification thereof shall be given to each Rating Agency. 
 Section 8.8
Examination of Records. The Servicer shall clearly and unambiguously identify each Account (including any Additional Account designated pursuant to Section 2.6) in its computer or other records to reflect that the Receivables arising in
such Account have been conveyed to the Trust pursuant to this Agreement. The Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such
receivable is not a Receivable. 
 [End of Article VIII] 
  

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 ARTICLE IX 
 PAY OUT EVENTS 
 Section 9.1 Pay Out Events. If any one of the following events (each, a
“Trust Pay Out Event”) shall occur: 
 (a) (i) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Transferor in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other
similar relief shall be granted under any applicable federal or state law, (ii) an involuntary case is commenced against the Transferor under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect which remains
undismissed, undischarged or unbonded for a period of 60 days or (iii) the Transferor shall have a decree or an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect; 
 (b) the Transferor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to all or substantially all of its property, or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Transferor; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the
provisions of this Agreement; or 
 (c) the Trust shall become subject to regulation by the Securities and Exchange Commission
as an “investment company” within the meaning of the Investment Company Act; 
 then a Pay Out Event with respect to all Series of Certificates
shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders immediately upon the occurrence of such event. 
 Section 9.2 Additional Rights Upon the Occurrence of Certain Events. 
 (a) If any
event set forth in Section 9.1(a) or (b) shall occur (any such event, an “Insolvency Event”), the Transferor shall on the day of such Insolvency Event (the “Appointment Day”) immediately cease to transfer
Principal Receivables to the Trust and shall promptly give notice to the Trustee of such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, 

  

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subject to the liquidation and winding up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal
Receivables, Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be
allocated and paid in accordance with Article IV. Within 15 days of the Appointment Day, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has occurred and that the Trustee intends to sell, dispose or
otherwise liquidate the Receivables and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless within 75 days from the day notice
pursuant to clause (i) above is first published the Trustee shall have received written instructions from Holders of Investor Certificates evidencing more than 50% of the Investor Interest of each Series issued and outstanding (or, if any such
Series has two or more Classes, each Class) to the effect that such Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or
violation, the Trustee shall use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the
Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms
and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.1 and 9.2 shall not be deemed to be mutually exclusive. 
 (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to subsection (a) above shall be treated as
Collections on the Receivables and shall be allocated and deposited in accordance with the provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds which are
allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor
Certificateholders of each Series, the Trust shall terminate. 
 (c) The Trustee may appoint an agent or agents to assist with
its responsibilities pursuant to this Article IX with respect to competitive bids. 
 [End of Article IX] 
  

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 ARTICLE X 
 SERVICER DEFAULTS 
 Section 10.1 Servicer Defaults. If any one of the following events (a
“Servicer Default”) shall occur and be continuing: 
 (a) any failure by the Servicer to make any payment,
transfer or deposit or to give instructions or notice to the Trustee pursuant to Article IV or to instruct the Trustee to make any required drawing, withdrawal, or payment under any Credit Enhancement on or before the date occurring ten Business
Days after the date such payment, transfer, deposit withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement; 
 (b) failure on the part of the Servicer duly to observe or perform in any respect any other covenants or agreements of the Servicer set
forth in this Agreement, which has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of any Series adversely
affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.7; 
 (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this
Agreement shall prove to have been incorrect when made, which has a material adverse effect an the Investor Certificateholders of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less
than 50% of the Investor Interest of any Series adversely affected thereby and continues to materially adversely affect such Investor Certificateholders for such period; or 
 (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been
entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer shall admit in writing its 

  

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inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any
assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, so long as such Servicer Default shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Undivided
Interests aggregating more than 50% of the Aggregate Investor Interest, by notice then given in writing to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all of
the rights and obligations of the Servicer as Servicer under this Agreement. After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.2,
all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things
necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of
the Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all
authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, the Finance Charge Account, the Principal Account, the Excess Funding
Account and any Series Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds and Interchange (if any) applicable to the Trust. The
Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this
Section 10.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into each customary licensing and
confidentiality agreements as the Servicer shall deem necessary to protect its interests. The Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under the Credit Enhancement with respect to any Series
to the Successor Servicer. 
 Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 10.1(a) for a
period of 10 Business Days or in subsection 10.1(b) or (c) for a period of 60 Business Days, shall not constitute a Servicer Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and
such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or
meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its 

  

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obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Trustee, any Credit Enhancement Provider,
the Transferor and the Holders of Investor Certificates with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its
obligations. 
 Section 10.2 Trustee to Act; Appointment of Successor. 
 (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 10.1, the Servicer shall continue to perform
all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee in writing or, if no such date is specified in such Termination Notice, or otherwise specified by the Trustee,
until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall notify each Rating Agency of such removal of the Servicer. The Trustee shall, as promptly as possible after the giving of a Termination Notice appoint a successor
Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. The Trustee may obtain bids from any potential successor Servicer. If the
Trustee is unable to obtain any bids from any potential successor Servicer and the Servicer delivers an Officer’s Certificate to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to a transfer of
servicing, and if the Trustee is legally unable to act as Successor Servicer, then the Trustee shall (i) notify each Credit Enhancement Provider of the proposed sale of the Receivables and shall provide each such Credit Enhancement Provider an
opportunity to bid on the Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the
Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The proceeds of such sale shall be deposited in the Distribution Account or any Series
Account, as provided in the related Supplement, for distribution to the Investor Certificateholders of each outstanding Series pursuant to Section 12.3 of the Agreement. In the event that a Successor Servicer has not been appointed and has not
accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. Notwithstanding the above, the Trustee shall, if it is legally unable so to
act, petition a court of competent jurisdiction to appoint any established financial institution having, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case
of an entity that is not subject to risk-based capital requirements, having a net worth of not less than $50,000,000 and whose regular business includes the servicing of VISA or MasterCard credit card receivables as the Successor Servicer hereunder.

 (b) Upon its appointment, the Successor Servicer shall be the successor in all respects to the Servicer with respect to
servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall
be deemed to refer to the Successor Servicer. Any 

  

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Successor Servicer, by its acceptance of its appointment, will automatically agree to be bound by the terms and provisions of each Credit Enhancement.

 (c) In connection with such appointment and assumption, the Trustee shall be entitled to such compensation, or may make
such arrangements for the compensation of the Successor Servicer out of Collections, as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee permitted to be
paid to the Servicer pursuant to Section 3.2. The Transferor agrees that if the Servicer is terminated hereunder, it will agree to deposit a portion of the Collections in respect of Finance Charge Receivables that it is entitled to receive
pursuant to Article IV to pay its share of the compensation of the Successor Servicer. 
 (d) All authority and power granted
to the Successor Servicer under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.1 and shall pass to and be vested in the Transferor and, without limitation, the Transferor is hereby
authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the
purposes of such transfer of servicing rights. The Successor Servicer agrees to cooperate with the Transferor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing on the Receivables. The
Successor Servicer shall transfer its electronic records relating to the Receivables to the Transferor in such electronic form as the Transferor may reasonably request and shall transfer all other records, correspondence and documents to the
Transferor in the manner and at such times as the Transferor shall reasonably request. To the extent that compliance with this Section 10.2 shall require the Successor Servicer to disclose to the Transferor information of any kind which the
Successor Servicer deems to be confidential, the Transferor shall be required to enter into such customary licensing and confidentiality agreements as the Successor Servicer shall deem necessary to protect its interests. 
 Section 10.3 Notification to Certificateholders. Within two Business Days after the Servicer becomes aware of any Servicer Default, the Servicer
shall give written notice thereof to the Trustee and any Credit Enhancement Provider and the Trustee shall give notice to the Investor Certificateholders at their respective addresses appearing in the Certificate Register. Upon any termination or
appointment of a Successor Servicer pursuant to this Article X, the Trustee shall give prompt written notice thereof to Investor Certificateholders at their respective addresses appearing in the Certificate Register. 
 Section 10.4 Waiver of Past Defaults. The Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66-2/3% of the
Investor Interest of each Series adversely affected by any default by the Services or Transferor may, on behalf of all Certificateholders of such Series, waive any default by the Servicer or Transferor in the performance of its obligations hereunder
and its consequences, except a default in the failure to make any required deposits or payments of interest or principal relating to such Series pursuant to Article IV which default does not result from the failure of the Paying Agent to perform its
obligations to make any required deposits or payments of interest and principal in accordance with Article IV. Upon any such waiver of a past default, such default shall cease to exist, and 

  

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any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent expressly so waived. 
 [End of Article X] 
  

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 ARTICLE XI 
 THE TRUSTEE 
 Section 11.1 Duties of Trustee. 
 (a) The Trustee, prior to the occurrence of any Servicer Default and after the curing of all Servicer Defaults which may have occurred,
undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Responsible Officer has received written notice that a Servicer Default has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

 (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they substantially conform to the requirements of this Agreement. 

(c) Subject to subsection 11.1(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own misconduct; provided, however, that: 
 (i) the
Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

 (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of the Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Investor Interest of any Series relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee in relation to such Series, under this Agreement; and 
 (iii) the Trustee shall not be charged with knowledge of any failure by the Servicer referred to in clauses (a) and (b) of Section 10.1 unless a Responsible Officer of the Trustee obtains actual
knowledge of such failure or the Trustee receives written notice of such failure from the Servicer or any Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 10% of the Investor Interest of any Series adversely
affected thereby. 
  

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 (d) The Trustee shall not be required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under
this Agreement except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement. 
 (e) Except for actions expressly authorized by this Agreement, the Trustee shall take no action reasonably likely to impair the interests
of the Trust in any Receivable now existing or hereafter created or to impair the value of any Receivable now existing or hereafter created. 
 (f) Except as provided in this subsection 11.1(f), the Trustee shall have no power to vary the corpus of the Trust including, without limitation, the power to (i) accept any substitute obligation for a Receivable
initially assigned to the Trust under Section 2.1 or 2.6 hereof, (ii) add any other investment, obligation or security to the Trust, except for an addition permitted under Section 2.6 or (iii) withdraw from the Trust any
Receivables, except for a withdrawal permitted under Sections 2.7, 9.2, 10.2, 12.1 or 12.2 or subsections 2.4(d), 2.4(e) or Article IV. 
 (g) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the
Transfer Agent and Registrar, as the case may be, under this Agreement, the Trustee shall be obligated promptly to perform such obligation, duty or agreement in the manner so required. 
 (h) If the Transferor has agreed to transfer any of its credit card receivables (other than the Receivables) to another Person, upon the
written request of the Transferor, the Trustee will enter into such intercreditor agreements with the transferee of such receivables as are customary and necessary to identify separately the rights, if any, of the Trust and such other Person in the
Transferor’s credit card receivables; provided, however that the Trustee shall not be required to enter into any intercreditor agreement which could adversely affect the interests of the Certificateholders and, upon the request of
the Trustee, the Transferor will deliver an Opinion of Counsel on any matters relating to such intercreditor agreement, reasonably requested by the Trustee. 
 Section 11.2 Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.1: 
 (a) the Trustee may rely on and shall be protected in acting on, or in refraining from acting in accord with, any assignment of Receivables in Additional Accounts, the initial report, the monthly Servicer’s
certificate, the annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the monthly Certificateholder’s statement, any resolution, Officer’s Certificate, certificate of auditors or 

  

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any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; 
 (b) the Trustee may consult with counsel of its selection, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel; 
 (c) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Agreement or any Credit Enhancement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders or any Credit Enhancement
Provider, pursuant to the provisions of this Agreement, unless such Certificateholders or Credit Enhancement Provider shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured), to exercise such of the rights and powers vested in it by this
Agreement and any Credit Enhancement, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; 
 (d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Agreement except to the extent of the Trustee’s negligence; 
 (e) the Trustee shall not be bound to make any investigation into the facts of matters stated in any assignment of Receivables in Additional Accounts, the initial report, the monthly Servicer’s certificate, the
annual Servicer’s certificate, the monthly payment instructions and notification to the Trustee, the monthly Certificateholder’s statement, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Investor Interest of any Series which could be adversely
affected if the Trustee does not perform such acts; 
 (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly by or through agents or attorneys or a custodian appointed with due care by it hereunder; and 
 (g) except as may be required by subsection 11.1(a), or otherwise expressly required herein or in any Supplement the Trustee shall not be required to make any initial or periodic examination of any documents or
records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferor with its representations and warranties or for any other purpose. 
  

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 Section 11.3 Trustee Not Liable for Recitals in Certificates. The Trustee assumes no
responsibility for the correctness of the recitals contained herein and in the Certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.15, the Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates (other than the certificate of authentication on the Certificates) or of any Receivable or related document. The Trustee shall not be accountable for the use or application by the
Transferor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Transferor in respect of the Receivables or deposited in or withdrawn from the Collection Account, the Principal
Account or the Finance Charge Account, or any Series Account by the Servicer. 
 Section 11.4 Trustee May Own Certificates. The
Trustee in its individual or any other capacity may become the owner or pledgee of Investor Certificates with the same rights as it would have if it were not the Trustee. 
 Section 11.5 The Servicer to Pay Trustee’s Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive such reasonable
compensation as shall be agreed upon from time to time between the Servicer and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the
execution of the Trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer will pay or reimburse the Trustee (without reimbursement from any
Investor Account, any Series Account or otherwise) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement except any such expense,
disbursement or advance as may arise from its own negligence, bad faith or willful misfeasance and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to section 10.2, the provisions of this
Section 11.5 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. 
 The obligations of the Servicer under this Section 11.5 shall survive the termination of the Trust and the resignation or removal of the Trustee. 
 Section 11.6 Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or any state thereof
authorized under such laws to exercise corporate trust powers, having a long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB-“ by Standard & Poor’s having, in the case of an entity that is
subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 11.6, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in the most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this 

  

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Section 11.6, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.7. 
 Section 11.7 Resignation or Removal of Trustee. 
 (a) The Trustee may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. 
 (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 11.6 hereof and shall fail to
resign after written request therefor by the Transferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Transferor may, but shall not be required to, remove the Trustee and promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. 
 (c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this
Section 11.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.8 hereof and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee.

 Section 11.8 Successor Trustee. 
 (a) Any successor trustee appointed as provided in Section 11.7 hereof shall execute, acknowledge and deliver to the Transferor and to its predecessor Trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor trustee all documents and statements held by it hereunder, and the Transferor and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. 
 (b) No successor trustee shall accept appointment as provided in this Section 11.8 unless at the time of such acceptance such
successor trustee shall be eligible under the provisions of Section 11.6 hereof. 
  

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 (c) Upon acceptance of appointment by a successor trustee as provided in this
Section 11.8, such successor trustee shall mail notice of such succession hereunder to all Certificateholders at their addresses as shown in the Certificate Register. 
 Section 11.9 Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be eligible under the provisions of Section 11.6 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

 Section 11.10 Appointment of Co-Trustee or Separate Trustee. 
 (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust may at the time be located, the Trustee shall have the power and may execute and deliver all instruments, subject to the prior written consent of the Transferor, to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the trust, or any part
thereof, and, subject to the other provisions of this Section 11.10, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 11.6 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.8 hereof. 
 (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions: 
 (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except
to the extent that under any laws of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Trustee; 
 (ii) no trustee hereunder shall be personally liable by reason of any act or
omission of any other trustee hereunder; and 
  

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 (iii) the Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee. 
 (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article XI. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy
thereof given to the Servicer. 
 (d) Any separate trustee or co-trustee may at any time constitute the Trustee as its agent
or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 
 Section 11.11 Tax Returns. In the event the Trust shall be required to file tax returns, the Trustee, as soon as practicable after it is made
aware of such requirement, shall prepare or cause to be prepared any tax returns required to be filed by the Trust and, to the extent possible, shall file such returns at least five days before such returns are due to be filed. The Trustee is hereby
authorized to sign any such return on behalf of the Trust, in the event that the Trustee is determined to be the person required by law to sign such return. The Servicer shall prepare or shall cause to be prepared all tax information required by law
to be distributed to Certificateholders and shall deliver such information to the Trustee at least five days prior to the date it is required by law to be distributed to Certificateholders. The Servicer, upon request, in the event that the Trustee
is determined to be the person required by law to sign such return, will furnish the Trustee with all such information known to the Servicer as may be reasonably required in connection with the preparation of all tax returns of the Trust. In no
event shall the Trustee or the Servicer be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation federal, state, local or foreign
income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto or arising from a failure to comply therewith). 
 Section 11.12 Trustee may Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or any Series of Certificates may be prosecuted and enforced by the Trustee
without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders any 

  

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Series of Certificates, as their interests may appear, in respect of which such judgment has been obtained. 
 Section 11.13 Suits for Enforcement. If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, subject to the
provisions of Section 10.1, proceed to protect and enforce its rights and the rights of the Holders of any Series of Certificates under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel,
shall deem most effectual to protect and enforce any of the rights of the Trustee or the Holders of any Series of Certificates. 
 Section
11.14 Rights of Certificateholders to Direct Trustee. Holders of Investor Certificates evidencing Undivided Interests aggregating more than 50% of the Aggregate Investor Interest (or, with respect to any remedy, trust or power that does not
relate to all Series, 50% of the Aggregate Investor Interest of the Investor Certificates of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that, subject to Section 11.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be
illegal or subject it to personal liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further that nothing in this Agreement shall impair the right of the Trustee to take any action
deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates. 
 Section 11.15
Representations and Warranties of Trustee. The Trustee represents and warrants that: 
 (i) the Trustee is a banking
corporation organized, existing and authorized to engage in the business of banking under the laws of the State of New York; 
 (ii) the Trustee has full power, authority and right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement; and 
 (iii) this Agreement has been duly executed and delivered by the Trustee. 
 Section 11.16 Maintenance of Office or Agency. The Trustee will maintain at its expense in the Borough of Manhattan, the City of New York an
office or offices, or agency or agencies, where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served. The Trustee initially designates its Corporate Trust Office as its office for such purposes
in New York. The Trustee will give prompt written notice to the 

  

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Servicer and to Certificateholders (or in the case of Holders of Bearer Certificates, in the manner provided for in the related Supplement) of any change in
the location of the Certificate Register or any such office or agency. 
 [End of Article XI] 
  

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 ARTICLE XII 
 TERMINATION 
 Section 12.1 Termination of Trust. 
 (a) The respective obligations and responsibilities of the Transferor, the Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as hereinafter set forth) shall terminate, except with respect to the duties described in Sections 8.4 and 11.5 and subsections 2.4(c) and 12.3(b), on the Trust Termination Date;
provided, however, that the Trust shall not terminate on the date specified in clause (i) of the definition of “Trust Termination Date” if each of the Servicer and the Holder of the Transferor Certificate notify
the Trustee in writing, not later than five Business Days preceding such date, that they desire that the Trust not terminate on such date, which notice (such notice, a “Trust Extension”) shall specify the date on which the Trust
shall terminate (such date, the “Extended Trust Termination Date”); provided, however, that the Extended Trust Termination Date shall be not later than the day prior to the expiration of 21 years after the death of the
last survivor of the descendants living on the date of this Agreement of Joseph P. Kennedy, the late ambassador of the United States of America to the Court of St. James’s. The Servicer and the Holder of the Transferor Certificate may, on any
date following the Trust Extension, so long as no Series of Certificates is outstanding, deliver a notice in writing to the Trustee changing the Extended Trust Termination Date. 
 (b) All principal or interest with respect to any Series of Investor Certificates shall be due and payable no later than the Series
Termination Date with respect to such Series. Unless otherwise provided in a Supplement, in the event that the Investor Interest of any Series of Certificates is greater than zero on its Series Termination Date (after giving effect to all transfers,
withdrawals, deposits and drawings to occur on such date and the payment of principal to be made on such Series on such date), the Trustee will sell or cause to be sold, and pay the proceeds first, to all Certificateholders of such Series pro
rata in final payment of all principal of and accrued interest on such Series of Certificates, and second, as provided in the related Supplement, an amount of Principal Receivables and the related Finance Charge Receivables (or interests
therein) up to 110% of the sum of the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series, if any, at the close of business on such date (but not
more than an amount of Principal Receivables and the related Finance Charge Receivables equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate amount of Principal Receivables in the Trust and
(C) a fraction the numerator of which is the applicable Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series
and (2) the Investor Interest of such Series plus the Enhancement Invested Amount or the Collateral Interest (if not included in the Investor Interest) of such Series). The Trustee shall (i) notify each Credit Enhancement Provider of the
proposed sale of such Receivables and shall provide each Credit 

  

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Enhancement Provider an opportunity to bid on such Receivables and (ii) use its best efforts to sell, dispose of or otherwise liquidate the Receivables
by the solicitation of competitive bids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such
Receivables in such case. Any proceeds of such sale in excess of such principal and interest paid shall be paid to the Holder of the Transferor Certificate. Upon such Series Termination Date with respect to the applicable Series of Certificates,
final payment of all amounts allocable to any Investor Certificates of such Series shall be made in the manner provided in Section 12.3. 
 Section 12.2 Optional Purchase. (a) If so provided in any Supplement, the Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to
be made in respect to the related Series of Certificates on a Distribution Date specified in such Supplement by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution
Date, for application in accordance with Section 12.3, the amount specified in such Supplement. 
 (b) The amount
deposited pursuant to subsection 12.2(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are
purchased by the Transferor pursuant to subsection 12.2(a) shall be delivered by the Transferor upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the
Transferor. The Investor Interest of each Series which is purchased by the Transferor pursuant to subsection 12.2(a) shall, for the purposes of the definition of “Transferor Interest,” be deemed to be equal to zero on the
Distribution Date following the making of the deposit, and the Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest of such Series. 
 Section 12.3 Final Payment with Respect to any Series. 
 (a) Written notice of any termination, specifying the Distribution Date upon which the Investor Certificateholders of any Series may
surrender their Certificates for payment of the final distribution with respect to such Series and cancellation, shall be given by the Trustee to Investor Certificateholders of such Series mailed not later than the fifth day of the month of such
final distribution (subject to at least two Business Days’ prior notice from the Servicer to the Trustee) (or in the manner provided by the Supplement relating to such Series) specifying (i) the Distribution Date (which shall be the
Distribution Date in the month (x) in which the deposit is made pursuant to subsection 2.4(e), 9.2(a), 10.2(a) or 12.2(a) of the Agreement or such other section as may be specified in the related Supplement, or (y) in which the related
Series Termination Date occurs) upon which final payment of such Investor Certificates will be made upon presentation and surrender of such Investor Certificates at the office or offices therein designated (which, in the case of Bearer Certificates,
shall be outside the United States), (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the
Investor 

  

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Certificates at the office or offices therein specified. The Servicer shall also deliver to the Trustee, as soon as is practicable but in no event not later
than three Business Days after the Determination Date relating to the final payment described in the preceding sentence, an Officers’ Certificate setting forth the information, to the extent available, specified in Article V of this Agreement
covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. 
 (b) Notwithstanding the termination of the Trust pursuant to subsection 12.1(a) or the occurrence of the Series Termination Date with respect to any Series, all funds then on deposit in the Finance Charge Account, the
Principal Account, the Excess Funding Account, the Distribution Account or any Series Account applicable to the related Series shall continue to be held in trust for the benefit of the Certificateholders of the related Series and the Paying Agent or
the Trustee shall pay such funds to the Certificateholders of the related Series upon surrender of their Certificates (which surrenders and payments, in the case of Bearer Certificates, shall be made only outside the United States). In the event
that all of the Investor Certificateholders of any Series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice (or,
in the case of Bearer Certificates, publication notice) to the remaining Investor Certificateholders of such Series upon receipt of the appropriate records from the Transfer Agent and Registrar to surrender their Certificates for cancellation and
receive the final distribution with respect thereto. If within one and one-half years after the second notice with respect to a Series, all the Investor Certificates of such Series shall not have been surrendered for cancellation, the Trustee may
take appropriate steps or may appoint an agent to take appropriate steps, to contact the remaining Investor Certificateholders of such Series concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds in the
Distribution Account or any Series Account held for the benefit of such Investor Certificateholders. The Trustee and the Paying Agent shall pay to the Transferor upon request any monies held by them for the payment of principal or interest which
remains unclaimed for two years. After payment to the Transferor, Investor Certificateholders entitled to the money must look to the Transferor for payment as general creditors unless an applicable abandoned property law designates another Person.

 (c) All Certificates surrendered for payment of the final distribution with respect to such Certificates and cancellation
shall be canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Transferor. 
 Section 12.4 Termination Rights of Holder of Transferor Certificate. Upon the termination of the Trust pursuant to Section 12.1, and after payment of all amounts due hereunder on or prior to such termination and the surrender of
the Transferor Certificate, if applicable, the Trustee shall execute a written reconveyance substantially in the form of Exhibit G pursuant to which it shall reconvey to the Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all moneys due or to become due with respect to such Receivables (including all accrued interest theretofore posted as Finance
Charge Receivables) and all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and 

  

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Interchange (if any) allocable to the Trust pursuant to any Supplement, except for amounts held by the Trustee pursuant to subsection 12.3(b). The Trustee
shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Holder of the Transferor Certificate to vest in such Holder all right, title and interest which the Trust
had in the Receivables. 
 [End of Article XII] 
  

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 ARTICLE XIII 
 MISCELLANEOUS PROVISIONS 
 Section 13.1 Amendment. 
 (a) This Agreement (including any Supplement) may be amended from time to time by the Bank, the Servicer and the Trustee, without the
consent of any of the Certificateholders (i) to cure any ambiguity, to revise any exhibits or schedules (other than Schedule 1), to correct or supplement any provisions herein or thereon or (ii) to add any other provisions with respect to
matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, (a) as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any of the Certificateholders unless such Certificateholders have consented thereto or (b) as evidenced by an Officer’s Certificate, significantly change the Permitted Activities of the Trust.

 (b) This Agreement (including any Supplement) and any schedule or exhibit thereto may also be amended from time to time by
the Transferor, the Servicer and the Trustee, without the consent of any of the Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that (i) the Servicer shall have provided an Officer’s Certificate to the Trustee to the effect that such amendment will not materially and adversely affect
the interests of any Certificateholder and will not significantly change the Permitted Activities of the Trust, (ii) the Servicer shall have provided a Tax Opinion with respect to such amendment and (iii) the Servicer shall have provided
at least ten (10) Business Days’ prior written notice to each Rating Agency of such amendment and shall have received written confirmation from each Rating Agency that such action will satisfy the Rating Agency Condition; provided,
further, that such amendment shall not, without the consent of each Certificateholder of each Series affected thereby, (i) reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any
Certificate of such Series, (ii) alter the requirements for changing the Minimum Transferor Interest Percentage for such Series, (iii) change the definition of or the manner of calculating the interest of any Certificateholder of such
Series, (iv) change the manner in which the Transferor Interest is determined or (v) reduce the percentage pursuant to Subsection 13.1(c) required to consent to any such amendment. 
 (c) This Agreement and any Supplement may also be amended from time to time by the Transferor, the Servicer and the Trustee (x) with
the consent of Certificateholders evidencing undivided interests aggregating more than 50% of the Investor Interest of each and every Series adversely affected, for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders of any Series then issued and outstanding if such amendment would not, as evidenced by an Officer’s 

  

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Certificate, significantly change the Permitted Activities of the Trust or (y) with the consent of Certificateholders evidencing undivided interests
aggregating more than 50% of the Investor Interest, for the purpose of significantly changing the Permitted Activities of the Trust; provided, however, that no such amendment under this subsection shall (i) reduce in any manner
the amount of, or delay the timing of, distributions which are required to be made on any Certificate of such Series without the consent of all of the related Certificateholders; (ii) change the definition of or the manner of calculating the
Investor Interest, the Investor Percentage or the Investor Default Amount of such Series without the consent of the related Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment, in each case
without the consent of each Certificateholder of all Series affected. 
 (d) It shall not be necessary to obtain the consent
of Certificateholders under this Section 13.1 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. 
 (e) Promptly after the execution of any amendment pursuant to subsections 13.1(a) or 13.1(c) above, the Trustee shall furnish notification of the substance of such amendment to each Rating Agency providing a rating
for any Series. 
 (f) Any Supplement executed and delivered pursuant to Section 6.9 and any amendments regarding the
addition to or removal of Receivables from the Trust as provided in Sections 2.6 or 2.7, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of Section 13.1. 
 (g) In connection with any amendment, the Trustee may request, in addition to the Opinion of Counsel required by subsection 13.2(d), an
Opinion of Counsel from the Transferor or the Servicer to the effect that the amendment complies with all requirements of this Agreement. The Trustee may, but shall not be obligated to, enter into any amendment which affects the Trustee’s
rights, duties or immunities under this Agreement or otherwise. 
 Section 13.2 Protection of Right, Title and Interest to Trust.

 (a) The Servicer shall cause this Agreement, all amendments hereto and/or all financing statements and continuation
statements and any other necessary documents covering the Certificateholders and the Trustee’s right, title and interest to the Trust to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all
in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders or the Trustee, as the case may be, hereunder to all property comprising the Trust. The Servicer shall
deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, promptly after the same become available following such recording, registration of filing. The Transferor shall
cooperate fully with the Servicer 

  

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in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection
13.2(a). 
 (b) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would
make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, the Transferor shall give the Trustee notice of any such change and
shall file such financing statements or amendments as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof. 
 (c) The Transferor will give the Trustee prompt written notice of any change in the jurisdiction in which it is located (as such location
is determined pursuant to Section 9-307 of the UCC), provided, that, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statements. If so required, the Transferor shall file such financing statements as may be necessary to continue the perfection of the Trust’s security interest in the Receivables and the proceeds thereof within
the time specified in Section 9-316(a) of the UCC. 
 (d) The Servicer will deliver to the Trustee: (i) upon each
date that any Additional Accounts are to be included in the Accounts pursuant to Section 2.6(a) or (b), two Opinions of Counsel substantially in the form of Exhibits E1 and E2; and (ii) on or before March 31 of each year, beginning
with March 31, 1996, an Opinion of Counsel, substantially in the form of Exhibit E. 
 Section 13.3 Limitation on Rights of
Certificateholders. 
 (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust, nor shall such death or incapacity entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. 
 (b) No Certificateholder
shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. 
 (c) No Certificateholder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Certificateholder
previously shall have given written notice to the Trustee, and unless the Holders of Certificates 

  

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evidencing Undivided Interests aggregating more than 50% of the Investor Interest of any Series which may be adversely affected but for the institution of
such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Certificateholders shall have the right in any manner whatever by virtue
or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Certificateholders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other
such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this
Section 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 
 Section 13.4 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 Section 13.5 Notices. All demands, notices, instructions, directions and communications hereunder shall be in writing and shall be deemed to have been duly given (i) when personally delivered at, sent by facsimile to,
(ii) two Business Days after being sent by courier at (iii) five Business Days after being mailed by registered mail, return receipt requested, (iv) sent by facsimile transmission, or (v) sent by electronic mail or by such other
means acceptable to the recipient (a) in the case of the Transferor or the Servicer, to 201 North Walnut Street, Wilmington, Delaware 19801, Attention: Patricia M. Garvey (facsimile no. (302) 282-7634; electronic mail:
patricia.m.garvey@chase.com), and to JPMorgan Chase & Co., 1 Bank One Plaza, Suite IL1 0460, Chicago, Illinois 60670, Attention: Stephen R. Etherington; (facsimile no. (312) 732-3366; electronic mail: steve.etherington@jpmchase.com),
(b) in the case of the Trustee, to the Corporate Trust Office, Attention: Ryan Bittner (facsimile no. (212) 815-2493; electronic mail: rbittner@bankofny.com), (c) in the case of the Credit Enhancement Provider for a particular Series,
the address, if any, specified in the Supplement relating to such Series and (d) in the case of the Rating Agency for a particular Series, the address, if any, specified in the Supplement relating to such Series; or, as to each party, at such
other address, facsimile number or electronic mail as shall be designated by such party in a written notice to each other party. Unless otherwise provided with respect to any Series in the related Supplement any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register, or with respect to any notice required or permitted to be made to the Holders of Bearer
Certificates, by publication in the manner provided in the related Supplement. If and so long as 

  

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any Series or Class is listed on the Euro MTF market of the Luxembourg Stock Exchange and such exchange shall so require, any notice to Investor
Certificateholders shall be published in an authorized newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice. 
 Section 13.6 Severability of
Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity of enforceability of the other provisions of this Agreement or of the Certificates or rights of the Certificateholders thereof. 
 Section 13.7 Assignment. (a) Notwithstanding anything to the contrary contained herein, except as provided in Section 8.2 and clause
(b) below, this agreement may not be assigned by the Servicer without the prior consent of Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Investor Interest of each Series on a Series by
Series basis. 
 (b) Notwithstanding clause (a) above, the Servicer may assign this agreement to Chase USA. 

 

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 Section 13.8 Certificates Non-Assessable and Fully Paid. It is the intention of the parties to
this Agreement that the Certificateholders shall not be personally liable for obligations of the Trust, that the Undivided Interests represented by the Certificates shall be non-assessable for any losses or expenses of the Trust or for any reason
whatsoever, and that Certificates upon authentication thereof by the Trustee pursuant to Sections 2.1 and 6.2 are and shall be deemed fully paid. 
 Section 13.9 Further Assurances. The Transferor and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully
to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the Uniform Commercial Code of any
applicable jurisdiction. 
 Section 13.10 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the
part of the Trustee, any Credit Enhancement Provider or the Investor Certificateholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privileges provided by law. 
 Section 13.11 Counterparts. This Agreement may be executed in two or more counterparts (and
by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 
 Section 13.12 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders and, to the extent provided in the related Supplement, to the
Credit Enhancement Provider named therein, and their respective successors and permitted assigns. Except as otherwise provided in this Article XIII, no other Person will have any right or obligation hereunder. 
 Section 13.13 Actions by Certificateholders. 
 (a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by Investor Certificateholders, such action, notice or instruction may be taken or given by any
Investor Certificateholder, unless such provision requires a specific percentage of Investor Certificateholders. 
 (b) Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind such Certificateholder and every subsequent holder of such Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate. 
 Section 13.14 Rule 144A Information. For so long as any of the Investor Certificates of any Series or any Class are “restricted
securities” within the meaning of Rule 

  

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144(a)(3) under the Securities Act, each of the Transferor, the Servicer, the Trustee and the Enhancement Provider for such Series agree to cooperate with
each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Certificates designated by such an Investor Certificateholder upon the request of such Investor Certificateholder or prospective
purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act. 
 Section 13.15 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior
understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein. 
 Section 13.16 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. 
 Section 13.17 Characterization of the Trust. For purposes of SFAS 140, the parties hereto intend that the Trust shall be treated as a
“qualifying special purpose entity” as such term is used in SFAS 140 and any successor rule thereto and its permitted activities shall be limited in accordance with paragraph 35 thereof. 
 If the transfer of the Receivables to the Trust is characterized as a loan to the Transferor secured by Receivables, the Transferor, in such
circumstances, agrees that it does not have the right to prepay such loan prior to the maturity date thereof under any circumstances and does hereby irrevocably waive and relinquish such right. 
 Section 13.18 Fiscal Year. The fiscal year of the Trust will end on the last day of each calendar year. 
 [End of Article XIII] 
  

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 ARTICLE XIV 
 COMPLIANCE WITH REGULATION AB 
 Section 14.1 Intent of the Parties; Reasonableness. The Transferor,
the Servicer, the Paying Agent and the Trustee acknowledge and agree that the purpose of this Article XIV is to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules and regulations of the Commission. The
Transferor shall exercise its right to request delivery of information or other performance under these provisions solely in good faith and for purposes of the Transferor’s compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Trustee agrees to cooperate in good faith with any reasonable request by the Transferor for
information regarding the Trustee which is required in order to enable the Transferor to comply with the provisions of Regulation AB, including, without limitation, Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it
relates to the Trustee or to the Trustee’s obligations under this Agreement or any Supplement. The Paying Agent agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Paying Agent which is
required in order to enable the Transferor to comply with the provisions of Regulation AB, including, without limitation, Items 1117, 1119 and 1122 of Regulation AB as it relates to the Paying Agent or to the Paying Agent’s obligations under
this Agreement or any Supplement. The Servicer agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Servicer which is required in order to enable the Transferor to comply with the provisions
of Regulation AB, including, without limitation, Items 1103(a)(1), 1105, 1108, 1117, 1118, 1119, 1121, 1122 and 1123 of Regulation AB as it relates to the Servicer or to the Servicer’s obligations under this Agreement or any Supplement.

 Section 14.2 Additional Representations and Warranties of the Trustee. The Trustee shall be deemed to represent to the Transferor,
as of the date on which information is provided to the Transferor under Section 14.3 that, except as disclosed in writing to the Transferor prior to such date to the best of its knowledge: (i) neither the execution, delivery and
performance by the Trustee of this Agreement or any Supplement, the performance by the Trustee of its obligations under this Agreement or any Supplement nor the consummation of any of the transactions by the Trustee contemplated thereby, is in
violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Trustee is a party or by which it is bound, which violation would have a material
adverse effect on the Trustee’s ability to perform its obligations under this Agreement or any Supplement, or of any judgment or order applicable to the Trustee; and (ii) there are no proceedings pending or threatened against the Trustee
in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Trustee to enter into this Agreement or
any Supplement or to perform its obligations under this Agreement or any Supplement. 
  

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 Section 14.3 Information to Be Provided by the Trustee. The Trustee shall (i) on or before
the fifth Business Day of each month, provide to the Transferor, in writing, such information regarding the Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable following
notice to or discovery by the Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. 
 The Trustee shall (i) on or before the fifth Business Day of each January, April, July and October, provide such information regarding the Trustee as is required for the purpose of compliance with the provisions of Regulation AB,
including, without limitation, Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Trustee of any changes to such information, provide to the
Transferor, in writing, such updated information. Such information shall include, at a minimum: 
 (A) the Trustee’s name
and form of organization; 
 (B) a description of the extent to which the Trustee has had prior experience serving as a
Trustee for asset-backed securities transactions involving credit card receivables; and 
 (C) a description of any
affiliation between the Trustee and any of the following parties to a Securitization Transaction, as such parties are identified to the Trustee by the Transferor in writing in advance of such Securitization Transaction: 
  

	 	(1)	the sponsor; 

  

	 	(2)	any depositor; 

  

	 	(3)	the issuing entity; 

  

	 	(4)	any servicer; 

  

	 	(5)	any other trustee; 

  

	 	(6)	any originator; 

  

	 	(7)	any significant obligor; 

  

	 	(8)	any enhancement or support provider; and 

  

	 	(9)	any other material party related to any Securitization Transaction. 

 In addition, the Trustee shall provide a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding between the Trustee and any
above-listed party that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the Securitization Transactions, that currently
exists or that existed during the past two years and that is material to an investor’s understanding of the asset-backed securities. 
  

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 Section 14.4 Trustee’s Report on Assessment of Compliance and Attestation. 
 (a) On or before March 1 of each calendar year, commencing in 2007, the Trustee shall: 
 (i) deliver to the Transferor a report regarding the Trustee’s assessment of compliance with the Servicing Criteria during the
immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Transferor and signed by an authorized officer of the Trustee, and shall
address each of the Servicing Criteria specified in Exhibit I, as may be amended from time to time by the parties hereto; 
 (ii) deliver to the Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Trustee and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and 
 (iii) deliver to the Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit H, or such other form as may
mutually be agreed upon. 
 (b) The Trustee acknowledges that the parties identified in clause (iii) above may rely on
the certification provided by the Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 
 (c) Within thirty (30) days of receipt, the Transferor shall provide a copy of all reports prepared and delivered pursuant to this Section 14.4 to each Rating Agency. 
 Section 14.5 Information to Be Provided by the Paying Agent. 
 (a) For so long as the Transferor is required to report under Regulation AB, the Paying Agent shall (i) on or before the fifth
Business Day of each month, provide to the Transferor, in writing, such information regarding the Paying Agent as is required for the purpose of compliance with Item 1117 of Regulation AB, (ii) at the time of the offering of any new Notes
issued by the Issuing Entity, provide to the Transferor, in writing, such information regarding the Paying Agent as is required for the purpose of compliance with Item 1117 of Regulation AB, and (iii) as promptly as practicable following
notice to or discovery by the Paying Agent of any changes to such information, provide to the Transferor, in writing, such updated information. 
  

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 (b) Upon request from the Transferor, the Paying Agent shall provide a description of any
affiliation or material relationship, as specified in Item 1119 of Regulation AB, between (i) the Paying Agent, on the one hand, and (ii) those parties to the Securitization Transaction as are identified by the Transferor in writing,
on the other. 
 Section 14.6 Paying Agent’s Report on Assessment of Compliance and Attestation. 
 (a) On or before March 1 of each calendar year, commencing in 2007, for so long as the Transferor is required to report under
Regulation AB, the Paying Agent shall: 
 (i) deliver to the Transferor a report regarding the Paying Agent’s assessment
of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the
Paying Agent, and shall address each of the Servicing Criteria specified in Exhibit J, as may be amended from time to time by the parties hereto; 
 (ii) deliver to the Transferor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Paying Agent and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and 
 (iii) deliver to the Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Issuing Entity or the Transferor with respect to a Securitization Transaction a
certification in the form attached hereto as Exhibit H, or such other form as may mutually be agreed upon. 
 (b) The Paying
Agent acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Paying Agent pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 
 (c) Within thirty (30) days of receipt, the Transferor shall provide a copy of all reports prepared and delivered pursuant to this
Section 14.6 to each Rating Agency. 
 Section 14.7 Additional Representations and Warranties of the Servicer. The Servicer shall
be deemed to represent to the Transferor, as of the date on which information is provided to the Transferor under Section 14.8 that, except as disclosed in writing to the Transferor prior to such date to the best of its knowledge: (i) the
Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization of credit card receivables due to any act or failure to act of the Servicer;
(ii) the Servicer has not been terminated as servicer in a securitization involving 

  

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credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance
with the applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s policies
or procedures with respect to the servicing function it will perform under this Agreement and any Supplement have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of
the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Supplement; and (vi) there are no material legal or governmental
proceedings pending (or known to be contemplated) against the Servicer, any Subservicer or any third-party originator. 
 Section 14.8
Information to Be Provided by the Servicer. In connection with any Securitization Transaction, the Servicer shall (i) within five (5) Business Days following request by the Transferor, provide to the Transferor, in writing, the
information specified in this Section 14.8, and (ii) as promptly as practicable following notice to or discovery by the Servicer of any changes to such information, provide to the Transferor, in writing, such updated information.

 (a) The Servicer shall provide such information regarding the Servicer and each Subservicer (each of the Servicer and each
Subservicer, for purposes of this paragraph, a “Servicing Party”) as the Transferor shall request for the purpose of compliance with Item 1108 of Regulation AB. Such information shall include, at a minimum: 
 (A) the Servicing Party’s name and form of organization; 
 (B) a description of how long the Servicing Party has been servicing credit card accounts; a general discussion of the Servicing
Party’s experience in servicing assets of any type as well as a more detailed discussion of the Servicing Party’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Supplement;
information regarding the size, composition and growth of the Servicing Party’s portfolio of credit card accounts of a type similar to the Accounts and information on factors related to the Servicing Party that may be material, in the good
faith judgment of the Transferor, to any analysis of the servicing of the Accounts or the related asset-backed securities, as applicable, including, without limitation: 
 (1) whether any prior securitizations of credit card receivables involving the Servicing Party has defaulted or experienced an early
amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; 
 (2) the extent of outsourcing the Servicing Party utilizes; 
  

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 (3) whether there has been previous disclosure of material noncompliance with the
applicable servicing criteria with respect to other securitizations of credit card receivables involving the Servicing Party as a servicer during the three-year period immediately preceding the related Securitization Transaction; 
 (4) whether the Servicing Party has been terminated as servicer in a securitization of credit card receivables, either due to a servicing
default or to application of a servicing performance test or trigger; and 
 (5) such other information as the Transferor may
reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; 
 (C) a description of any
material changes during the three-year period immediately preceding the related Securitization Transaction to the Servicing Party’s policies or procedures with respect to the servicing function it will perform under this Agreement and any
Supplement; 
 (D) information regarding the Servicing Party’s financial condition, to the extent that there is a
material risk that an adverse financial event or circumstance involving the Servicing Party could have a material adverse effect on the performance by the Servicing Party of its servicing obligations under this Agreement or any Supplement;

 (E) a description of the Servicing Party’s processes and procedures designed to address any special or unique factors
involved in servicing; 
 (F) a description of the Servicing Party’s processes for handling delinquencies, losses,
bankruptcies and recoveries, such as sale of defaulted receivables; and 
 (G) information as to how the Servicing Party
defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience. 
 (b) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Supplement
by any Person (i) into or with which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Transferor at least
fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Transferor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to
the Transferor, all information reasonably requested by the Transferor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any Series or Class, or any notes issued by the Issuing Entity. 
 (c) In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this Agreement and any
Supplement, if so requested 

  

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by the Transferor, the Servicer shall provide such information regarding the performance of the Receivables or the servicing of the Accounts as is reasonably
required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the distribution reports otherwise required to be delivered monthly by the Servicer
under this Agreement and any Supplement, commencing with the first such report due not less than ten (10) Business Days following such request. 
 Section 14.9 Servicer’s Report on Assessment of Compliance and Attestation. 
 (a)
On or before March 1 of each calendar year, commencing in 2007, the Servicer shall: 
 (i) deliver to the Transferor a
report regarding the Servicer’s or any Subservicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified in Exhibit K, as may be amended from time to time by the parties hereto;

 (ii) deliver to the Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that
attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act; 
 (iii) instruct each Servicing Participant to deliver to the Transferor an assessment of compliance and
accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section; and 
 (iv) deliver to
the Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit
H, or such other form as may be mutually agreed upon. 
 The Servicer acknowledges that the parties identified in clause (iv) above may
rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. 
 (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.9(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit K hereto
delivered to the Transferor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment 

  

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of compliance provided by a Servicing Participant pursuant to Section 14.9(a)(iii) need not address any elements of the Servicing Criteria other than
those specified by the Servicer pursuant to Section 14.10. 
 (c) Within thirty (30) days of receipt, the Transferor
shall provide a copy of all reports prepared and delivered pursuant to this Section 14.9 to each Rating Agency. 
 Section 14.10 Use
of Subservicers and Servicing Participants. 
 (a) The Servicer shall use its best efforts to hire or otherwise utilize
only the services of Subservicers that agree to comply with the provisions of paragraph (b) of this Section. The Servicer shall use its best efforts to hire or otherwise utilize only the services of Servicing Participants, and shall use its
best efforts to ensure that Subservicers hire or otherwise utilize only the services of Servicing Participants, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Supplement, if those Servicing Participants
agree to comply with the provisions of Section 14.10(b). 
 (b) Except as may otherwise be required pursuant to
Section 8.7, it shall not be necessary for the Servicer to seek the consent of the Transferor to the utilization of any Subservicer. The Servicer shall use its best efforts to cause any Subservicer used by the Servicer (or by any Subservicer)
for the benefit of the Transferor to comply with the provisions of this Section and with Sections 3.5, 14.7, 14.8(c) and 14.9 of this Agreement to the same extent as if such Subservicer were the Servicer. The Servicer shall be responsible for
obtaining from each Subservicer and delivering to the Transferor any servicer compliance statement required to be delivered by such Subservicer under Section 3.5, any assessment of compliance and attestation required to be delivered by such
Subservicer under Section 14.9 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification as and when required to be delivered. 
 (c) Except as may otherwise be required pursuant to Section 8.7, it shall not be necessary for the Servicer to seek the consent of
the Transferor to the utilization of any Servicing Participant. The Servicer shall promptly upon request provide to the Transferor a written description (in form and substance satisfactory to the Transferor) of the role and function of each
Servicing Participant utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Servicing Participant and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by
each Servicing Participant. 
 As a condition to the utilization of any Servicing Participant, the Servicer shall use its best
efforts to cause any such Servicing Participant used by the Servicer (or by any Subservicer) for the benefit of the Transferor to comply with the provisions of Section 14.9 to the same extent as if such Servicing Participant were the Servicer.
The Servicer shall be responsible for obtaining from each Servicing Participant and delivering to the Transferor any assessment of compliance and attestation required to be 

  

 106 








 
delivered by such Servicing Participant under Section 14.9, in each case as and when required to be delivered. 
 [End of Article XIV] 
  

 107 








 IN WITNESS WHEREOF, the Transferor and Servicer, the Paying Agent and the Trustee have caused this
Agreement to be duly executed by their respective officers as of the day and year first above written. 
  

			
	CHASE BANK USA, NATIONAL ASSOCIATION
	Transferor and Servicer
		
	By:	 	/s/ Patricia M. Garvey
		 	Name: Patricia M. Garvey
		 	Title:   Vice President
	
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
	Paying Agent
		
	By:	 	/s/ Lila R. Garlin
		 	Name: Lila R. Garlin
		 	Title:   Vice President
	
	THE BANK OF NEW YORK
	Trustee
		
	By:	 	/s/ Ryan Bittner
		 	Name: Ryan Bittner
		 	Title: Assistant Treasurer


  

 108 








 EXHIBIT A 
 TRANSFEROR CERTIFICATE 
  

			
	No. 1	 	One Unit

 CHASE CREDIT CARD MASTER TRUST 
 ASSET BACKED CERTIFICATE 
 THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY BE SOLD ONLY PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN REQUEST.

 This Certificate represents an 
 Undivided Interest in the 
 Chase Credit Card Master Trust 
 Evidencing an Undivided Interest in a trust, the corpus of which consists of a portfolio of MasterCard and VISA2 credit card receivables generated or acquired by Chase Bank USA, National Association, and other assets and interests constituting the Trust under the Pooling
and Servicing Agreement described below. 
 (Not an interest in or an obligation of Chase Bank USA, National Association or
any Affiliate thereof.) 
 This certifies that Chase Bank USA, National Association (the “Holder”) is the registered owner
of an undivided interest in a trust (the “Trust”), the corpus of which consists of a portfolio of receivables (the “Receivables”) now existing or hereafter created under selected MasterCard and VISA credit card
accounts (the “Accounts”) of Chase Bank USA, National Association (the “Transferor”), a national banking association, all monies due or to become due in payment of the Receivables (including all Finance Charge
Receivables), all proceeds of such Receivables and Insurance Proceeds relating to the Receivables, the other assets and interests constituting the Trust and the proceeds thereof pursuant to a Fourth Amended and Restated 
  


	2	MasterCard and VISA are registered trademarks of MasterCard International Inc. and of VISA U.S.A., Inc., respectively. 

  

 A-1 








 Pooling and Servicing Agreement, dated as of March 14, 2006, as supplemented by any Supplement relating to a Series
of Investor Certificates (the “Pooling and Servicing Agreement”), by and between Chase Bank USA, National Association, as Transferor and Servicer, and The Bank of New York, as Trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth herein. 
 To the extent not defined herein, the capitalized terms used herein have
the meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Holder by virtue of the acceptance hereof assents and by which the Holder is bound. 
 This Certificate has
not been registered or qualified under the Securities Act of 1933, as amended, or any state securities law. No sale, transfer or other disposition of this Certificate shall be permitted other than in accordance with the provisions of
Section 6.3, 6.9 or 7.2 of the Pooling and Servicing Agreement. 
 The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and of amounts advanced to cardholders as cash advances, and of Finance Charge Receivables which arise generally from Periodic Finance Charges and other fees and charges, as more fully specified in
the Pooling and Servicing Agreement. 
 This Certificate is the Transferor Certificate (the “Certificate”), which represents
an Undivided Interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in the Pooling and Servicing Agreement to be paid to the Holder of the Transferor Certificate. The
aggregate interest represented by this Certificate in the Principal Receivables in the Trust shall not at any time exceed the Transferor Interest at such time. In addition to this Certificate, Series of Investor Certificates will be issued to
investors pursuant to the Pooling and Servicing Agreement, each of which will represent an Undivided Interest in the Trust. This Certificate shall not represent any interest in the Investor Accounts, any Series Accounts or any Credit Enhancement,
except to the extent provided in the Pooling and Servicing Agreement. The Transferor Interest on any date of determination will be an amount equal to the aggregate amount of Principal Receivables and the principal amounts on deposit in the Excess
Funding Account, any Principal Funding Account and any other Series Account (if so provided in the applicable Supplement) at the end of the day immediately prior to such date of determination minus the Aggregate Investor Interest at the end
of such day, minus the aggregate Enhancement Invested Amounts (if such amounts are not included in the Investor Interest in the applicable Supplement), if any, for each Series outstanding at the end of such day. 
 The Servicer shall deposit all Collections in the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no
event later than the second Business Day following such Date of Processing (except as provided below and except as provided in any Supplement to the Pooling and Servicing Agreement). Unless otherwise stated in any Supplement, throughout the
existence of the Trust, the Servicer shall allocate to the Holder of the Certificate an amount equal to the product of (A) the Transferor Percentage and (B) the aggregate amount of such Collections allocated to Principal Receivables and
Finance Charge Receivables, respectively, in respect of each Monthly Period. Notwithstanding the first sentence 

  

 A-2 








 
of this paragraph, the Servicer need not deposit this amount or any other amounts so allocated to the Certificate pursuant to the Pooling and Servicing
Agreement into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to the Holder of the Certificate. 
 Chase Bank USA, National Association, as Servicer, is entitled to receive as servicing compensation a monthly servicing fee. The portion of the servicing fee which will be allocable to the Holder of the Certificate pursuant to the Pooling
and Servicing Agreement will be payable by the Holder of the Certificate and neither the Trust nor the Trustee or the Investor Certificateholders will have any obligations to pay such portion of the servicing fee. 
 This Certificate does not represent an obligation of, or any interest in, the Transferor or the Servicer, and neither the Certificates nor the Accounts
or Receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Certificate is limited in right of payment to certain Collections respecting the Receivables, all as more specifically set
forth hereinabove and in the Pooling and Servicing Agreement. 
 Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the Holder of the Certificate (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables, whether then existing or thereafter
created, all monies due or to become due with respect thereto (including all accrued interest theretofore posted as Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto and Interchange allocable to the Trust
pursuant to any Supplement, except for amounts held by the Trustee pursuant to Section 12.3(b) of the Pooling and Servicing Agreement. The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without
recourse, as shall be reasonably requested by the Holder of the Certificate to vest in such Holder all right, title and interest which the Trustee had in the Receivables. 
 Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose. 
  

 A-3 








 IN WITNESS WHEREOF Chase Bank USA, National Association, has caused this Certificate to be duly executed
under its official seal. 
  

			
	 CHASE BANK USA, NATIONAL ASSOCIATION

		
	 By:
	 	  
		 	 Authorized Officer



  

			
	 [SEAL]

	
	 Attested to:

		
	 By:
	 	  
		 	 Cashier


 Date: 
  

 A-4 








 Trustee’s Certificate of Authentication 
 CERTIFICATE OF AUTHENTICATION 
 This
is the Transferor Certificate referred to in the within-mentioned Pooling and Servicing Agreement. 
  

			
	 THE BANK OF NEW YORK,
as Trustee

		
	By:	 	  
		 	 Authorized Officer



  

 A-5 








 EXHIBIT B 
 FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS 
 ASSIGNMENT No. ___ OF RECEIVABLES IN
ADDITIONAL ACCOUNTS, (this “Assignment”) dated as of _________, ______, by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking corporation organized and existing under the laws of the United States of America
(“Chase USA”), and THE BANK OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York (the “Trustee”) pursuant to the Pooling and Servicing Agreement referred to below.

 WITNESSETH: 
 WHEREAS,
Chase USA, as Transferor and Servicer, and the Trustee are parties to the Fourth Amended and Restated Pooling and Servicing Agreement, dated as of March 14, 2006 (the “Pooling and Servicing Agreement”), by and between Chase
USA, as Transferor and Servicer, and the Trustee; 
 WHEREAS, pursuant to the Pooling and Servicing Agreement, Chase USA wishes to designate
Additional Accounts of Chase USA to be included as Accounts and to convey the Receivables of such Additional Accounts, whether now existing or hereafter created, to the Trust as part of the corpus of the Trust (as each such term is defined in the
Pooling and Servicing Agreement); and 
 WHEREAS, the Trustee is willing to accept such designation and conveyance subject to the terms and
conditions hereof; 
 NOW, THEREFORE, Chase USA and the Trustee hereby agree as follows: 
 1. Defined Terms. All terms defined in the Pooling and Servicing Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein. 
 “Addition Cut Off Date” shall mean, with respect to the Additional
Accounts designated hereby, ______________, ________. 
 “Addition Date” shall mean, with respect to the
Additional Accounts designated hereby, ______________, ________. 
 “Notice Date” shall mean, with respect to
the Additional Accounts designated hereby, ______________, ________. 
  

 B-1 








 2. Designation of Additional Accounts. Chase USA shall deliver to the Trustee not later than five
Business Days after the Addition Date, a computer file or microfiche list containing a true and complete list of each MasterCard and VISA account which as of the Addition Date shall be deemed to be an Additional Account, such accounts being
identified by account number and by the amount of Receivables in such accounts as of the close of business on the Addition Date. Such list shall be delivered five Business Days after the date of this Assignment and shall be marked as Schedule 1 to
this Assignment and, as of the Addition Date, shall be incorporated into and made a part of this Assignment. 
 3. Conveyance of
Receivables. 
 A. Chase USA does hereby transfer, assign, set-over and otherwise convey to the Trustee on behalf of the
Trust for the benefit of the Certificateholders, without recourse on and after the Addition Date, all right, title and interest of Chase USA in and to the Receivables now existing and hereafter created in the Additional Accounts designated hereby,
all monies due or to become due with respect thereto (including all Finance Charge Receivables) and all proceeds of such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and the proceeds of any of the foregoing.

 B. In connection with such transfer, Chase USA agrees to record and file, at its own expense, a financing statement with
respect to the Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Receivables) for the transfer of accounts as defined in Section 9-102
of the UCC as in effect in the State of Delaware meeting the requirements of applicable state law in such manner and such jurisdictions as are necessary to perfect the assignment of such Receivables to the Trustee on behalf of the Trust for the
benefit of the Certificateholders (the “Secured Party”), and to deliver a file-stamped copy of such financing statement or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone
confirmation of such filing) to the Trustee on or prior to the date of this Assignment. 
 C. It is the intention of the
parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the
parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in
part, by Chase USA pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of Chase USA. The parties hereto acknowledge and agree that each such transfer is occurring in connection with a “securitization
transaction” within the meaning of the Delaware Act. 
 D. In connection with such transfer, Chase USA further agrees, at
its own expense, on or prior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby 

  

 B-2 








 
have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. 
 E. Chase USA hereby grants to the Secured Party a security interest in all of Chase USA’s right, title and interest in, to and under
the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and the
proceeds to any of the foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the Pooling and Servicing Agreement and the interests accrued at the related
Certificate Rates, and this Assignment shall constitute a security agreement under applicable law. Chase USA shall execute continuation statements and provide other further assurances to maintain the perfection and priority of such security interest
of the Secured Party. 
 4. Acceptance by Trustee. The Trustee hereby acknowledges its acceptance on behalf of the Trust for the
benefit of the Certificateholders of all right, title and interest previously held by Chase USA in and to the Receivables now existing and hereafter created, and declares that it shall maintain such right, title and interest, upon the Trust herein
set forth, for the benefit of all Certificateholders. 
 5. Representations and Warranties of Chase USA. Chase USA hereby represents
and warrants to the Secured Party as of the Addition Date: 
 A. Legal, Valid and Binding Obligation. This Assignment
constitutes a legal, valid and binding obligation of Chase USA enforceable against Chase USA in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and the rights of creditors of banking associations and except as such enforceability may be limited by general principles of equity (whether considered
in a suit at law or in equity). 
 B. Eligibility of Accounts and Receivables. Each Additional Account designated
hereby is an Eligible Account and each Receivable in such Additional Account is an Eligible Receivable. 
 C. Selection
Procedures. No selection procedures believed by Chase USA to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts designated hereby from the available Eligible Accounts in
the Bank Portfolio. 
 D. Insolvency. Chase USA is not insolvent and, after giving effect to the conveyance set forth
in Section 3 of this Assignment, will not be insolvent. 
 E. Transfer. This Assignment constitutes either:
(i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of
such Receivables and Insurance 

  

 B-3 








 
Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and
clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor
Certificate and (z) Chase USA’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and
continuing security interest (as defined in the UCC) in the Receivables now existing or hereafter created in the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto,
upon the conveyance of such Receivables to the Trust, which security interest is prior to all other Liens, and is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Receivables
thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security
interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional
Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property
(subject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Secured Party hereunder. The Receivables constitute
“accounts” within the meaning of the applicable UCC. 
 F. Other Liens. Other than the security interest
granted to the Secured Party pursuant to this Assignment, Chase USA has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. Chase USA has not authorized the filing of and is not aware of any
financing statements against Chase USA that include a description of collateral covering the Receivables other than any financing statement (i) relating to the security interest granted to the Secured Party hereunder, (ii) that has been
terminated, or (iii) that names The Bank of New York as secured party. Chase USA is not aware of any judgment or tax lien filings against Chase USA. Chase USA owns and has good and marketable title to the Receivables free and clear of any Lien,
claim or encumbrance of any Person. 
 G. Breach of Representations and Warranties. The provision set forth in
Section 2.4(d) of the Pooling and Servicing Agreement shall be applicable to any breach of the representations and warranties of this Section 5 with respect to any Receivable. 
  

 B-4 








 6. Conditions Precedent. The acceptance by the Trustee set forth in Section 4 and the
amendment of the Pooling and Servicing Agreement set forth in Section 7 are subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent: 
 A. Officer’s Certificate. Chase USA shall have delivered to the Trustee a certificate of a Vice President or more senior
officer substantially in the form of Schedule 2 hereto, certifying that (i) all requirements set forth in Section 2.6 of the Pooling and Servicing Agreement for designating Additional Accounts and conveying the Principal Receivables of
such Account, whether now existing or hereafter created, have been satisfied or waived and (ii) each of the representations and warranties made by Chase USA in Section 5 is true and correct as of the Addition Date. The Trustee may
conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein, and shall incur no liability in so relying. 
 B. Opinion of Counsel. Chase USA shall have delivered to the Trustee two Opinions of Counsel with respect to the Additional
Accounts designated hereby substantially in the form of Exhibits E1 and E2 to the Pooling and Servicing Agreement. 
 7. Amendment of the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement is hereby amended to provide that all references therein to the “Pooling and Servicing Agreement,” to “this Agreement” and “herein” shall be
deemed from and after the Addition Date to be a dual reference to the Pooling and Servicing Agreement as supplemented by this Assignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions to
the Pooling and Servicing Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a
waiver of compliance with or a consent to noncompliance with any term or provisions of the Pooling and Servicing Agreement. 
 8.
Survival. The representations, warranties and covenants of the parties hereto shall survive the assignment of the Receivables pursuant to this Assignment and the termination of this Assignment, and shall inure to the benefit of the Trust.
Notwithstanding to the contrary in this Assignment, the representations and warranties of the Chase USA herein shall not survive after the tenth (10th) anniversary of the Addition Date. 
 9. Waivers and Amendments. This Assignment may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived, only by a
written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance and, in all cases, subject to confirmation by each Rating Agency then rating any
Investor Certificates. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Assignment or to waive compliance with one or more of the terms hereof, as the
case may be. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any 

  

 B-5 








 
party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof
or the exercise of any other such right, power or privilege. 
 10. Counterparts. This Assignment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 
 11. GOVERNING LAW. THIS ASSIGNMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 12. Tax Treatment. Nothing in this Assignment shall be deemed to require any securitization transaction involving the Receivables to be treated as
a sale for federal or state income tax purposes or to preclude treatment of any such securitization transaction as debt for federal or state income tax purposes. 
  

 B-6 








 IN WITNESS WHEREOF, the undersigned have caused this Assignment of Receivables in Additional Accounts to
be duly executed and delivered by their respective duly authorized officers on the day and year first above written. 
  

			
	 CHASE BANK USA, NATIONAL ASSOCIATION

		
	By:	 	  
		 	 Name:

		 	 Title:

	
	 THE BANK OF NEW YORK,
as Trustee

		
	By:	 	  
		 	 Name:

		 	 Title:



  

 B-7 









					
		 		 	 Schedule 1
 to Assignment of
 Receivables in
 Additional Accounts


 ADDITIONAL ACCOUNTS 
  

 B-8 









					
		 		 	 Schedule 2
 to Assignment of
 Receivables in
 Additional Accounts


 Chase Bank USA, National Association 
 Chase Credit Card Master Trust 
 (formerly known as Chemical Master Credit Card Trust I)

 Officer’s Certificate 
 __________________________, a duly authorized officer of Chase Bank USA, National Association, a national banking association (“Chase”), hereby certifies and acknowledges on behalf of Chase that to the best of his knowledge
the following statements are true on ____________, ____, (the “Addition Date”), and acknowledges on behalf of Chase that this Officer’s Certificate will be relied upon by The Bank of New York, as Trustee (the
“Trustee”) of the Chase Credit Card Master Trust in connection with the Trustee entering into Assignment No. ______ of Receivables in Additional Accounts, dated as of the Addition Date (the “Assignment”), by and
between Chase and the Trustee, in connection with the Fourth Amended and Restated Pooling and Servicing Agreement, dated as of March 14, 2006, as heretofore supplemented and amended (the “Pooling and Servicing Agreement”)
pursuant to which Chase, as Transferor and Servicer, and the Trustee are parties. The undersigned hereby certifies and acknowledges on behalf of Chase that: 
 (A) on or prior to the Addition Date, Chase has delivered to the Trustee the Assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) and Chase has
indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the Trust and within five Business Days after the Addition Date Chase shall deliver to the Trustee a computer file or
microfiche list containing a true and complete list of all Additional Accounts identified by account number and the aggregate amount of the Receivables in such Additional Accounts as of the Addition Date, which computer file or microfiche list shall
be as of the date of such Assignment, incorporated into and made a part of such Assignment and the Pooling and Servicing Agreement. 
 (B)
Legal, Valid and Binding Obligation. The Assignment constitutes a legal, valid and binding obligation of Chase, enforceable against Chase in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and the rights of creditors of [banking associations] and except as such enforceability may be
limited by general principles of equity (whether considered in a suit at law or in equity). 
  

 B-9 








 (C) Eligibility Of Accounts. Each Additional Account designated pursuant to the Assignment is an
Eligible Account and each Receivable in such Additional Account is an Eligible Receivable. 
 (D) Selection Procedures. No selection
procedures believed by Chase to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts designated hereby from the available Eligible Accounts in the Bank Portfolio. 
 (E) Insolvency. Chase is not insolvent and, after giving effect to the conveyance set forth in Section 3 of the Assignment, will not be
insolvent. 
 (F) Security Interest. The Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all
right, title and interest of Chase in and to Receivables now existing and hereafter created in the Additional Accounts designated pursuant to the Assignment, and all proceeds (as defined in the UCC as in effect in the State of Delaware) of such
Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or
any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of Chase as holder of the Transferor Certificate and (z) Chase’s right to receive interest
accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement and any Supplement; or (ii) a grant of a security interest (as defined in the UCC as in
effect in the State of Delaware) in such property to the Trust, which is enforceable with respect to the existing Receivables of the Additional Accounts designated pursuant to the Assignment, the proceeds (as defined in the UCC as in effect in the
State of Delaware) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated
pursuant to the Assignment, the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if the Assignment constitutes the grant of a security interest
to the Trust in such property, upon the filing of a financing statement described in Section 3 of the Assignment with respect to the Additional Accounts designated pursuant to the Assignment and in the case of the Receivables of such Additional
Accounts thereafter created and the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security
interest in such property (subject to Section 9-306 of the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. 
 (G) Requirements of Pooling and Servicing Agreement. All requirements set forth in Section 2.6 of the Pooling and Servicing Agreement for
designating Additional Accounts and conveying the Principal Receivables of such Accounts, whether now existing or hereafter created, have been satisfied. 
  

 B-10 








 Initially capitalized terms used herein and not otherwise defined are used as defined in the Pooling and
Servicing Agreement. 
 IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of___________, ____. 
  

			
	 CHASE BANK USA, NATIONAL ASSOCIATION

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 B-11 








 EXHIBIT C 
 FORM OF MONTHLY SERVICER’S CERTIFICATE 
 CHASE BANK USA, NATIONAL ASSOCIATION 
  

 CHASE CREDIT CARD MASTER TRUST

  

  

				
	 1. Capitalized terms used in this Certificate have their respective meanings set forth in the Pooling and Servicing Agreement; provided, that
the “preceding Monthly Period” shall mean the Monthly Period immediately preceding the calendar month in which this Certificate is delivered. This Certificate is delivered pursuant to subsection 3.4(b) of the Fourth Amended and Restated
Pooling and Servicing Agreement, dated as of March 14, 2006 (the “Pooling and Servicing Agreement”). References herein to certain sections and subsections are references to the respective sections and subsections of the Pooling
and Servicing Agreement.

	
	 2. Chase Bank USA, National Association is Servicer under the Pooling and Servicing Agreement.

	
	 3. The undersigned is a Servicing Officer.

	
	 4. The date of this Certificate is a Determination Date under the Pooling and Servicing Agreement.

		
	 5. The aggregate amount of Collections processed during the preceding Monthly Period was equal to (excluding Annual Membership Fees and
Interchange)
	  	$	__________
		
	 6. The Aggregate Investor Percentage of Receivables processed by the Servicer during the preceding Monthly Period was equal to
	  	$	__________
		
	 7. The Aggregate Investor Percentage of Collections of Finance Charge Receivables processed by the Servicer during the preceding Monthly Period was equal to
(excluding Annual Membership Fees and Interchange)
	  	$	__________

  

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	 8. The aggregate amount of Receivables processed by the Servicer as of the end of the last day of the preceding Monthly Period
	  	$__________
		
	 9. Of the balance on deposit in the Finance Charge Account, the amount attributable to the Aggregate Investor Percentage of Collections processed by the Servicer
during the preceding Monthly Period
	  	$__________
		
	 10. Of the balance on deposit in the Principal Account, the amount attributable to the Aggregate Investor Percentage of Collections processed by the Servicer
during the preceding Monthly Period
	  	$__________
		
	 11. The aggregate amount, if any, of withdrawals, drawings or payments under any Credit Enhancement, if any, required to be made with respect to any Series
outstanding for the preceding Monthly Period
	  	$__________
		
	 12. The Aggregate Investor Percentage of Collections of Principal Receivables processed by the Servicer during the current month is equal to
	  	$__________
		
	 13. The amount equal to the Aggregate Investor Percentage of Annual Membership Fees deposited to the Finance Charge Account or any Series Account on or before the
Transfer Date during the current month is equal to
	  	$__________
		
	 14. The aggregate amount of Interchange to be deposited in the Finance Charge Account on the Transfer Date of the current month is equal to
	  	$__________
		
	 15. The aggregate amount of all sums payable to the Investor Certificateholder of each Series on the succeeding Distribution Date with respect to Certificate
Principal
	  	$__________
		
	 16. The aggregate amount of all sums payable to the Investor Certificateholder of each Series on the succeeding Distribution Date with respect to Certificate
Interest
	  	$__________
	
	 17. To the knowledge of the undersigned, there are no Liens on any Receivables in the Trust except as described below:


 [If applicable, insert “None.”] 
  

 C-2 








 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this certificate this ____ day of
__________, ____. 
  

			
	 CHASE BANK USA, NATIONAL ASSOCIATION,

	
	 Servicer

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 C-3 








 Schedule to Monthly   
 Servicer’s Certificate* 
 Chase Bank USA, National Association 
  

 CHASE CREDIT CARD MASTER TRUST

  

  

	*	A separate schedule is to be attached for each Series, with appropriate changes and additions to reflect the specifics of the related Series Supplement. 

  

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 EXHIBIT D 
 FORM OF ANNUAL SERVICER’S CERTIFICATE 
 Chase Bank USA, National Association 
  

 CHASE CREDIT CARD MASTER TRUST

  

 The undersigned, a
duly authorized representative of Chase Bank USA, National Association (“CUSA”), a national banking association organized under the laws of the United States, as Servicer pursuant to the Fourth Amended and Restated Pooling and
Servicing Agreement dated as of March 14 2006 (the “Pooling and Servicing Agreement”) by and among CUSA and The Bank of New York, as trustee (the “Trustee”) does hereby certify that: 
 1. CUSA is the Servicer under the Pooling and Servicing Agreement. 
 2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. 
 3. This Certificate is delivered pursuant to Section 3.5 of the Pooling and Servicing Agreement. 
 4. A review of the activities of the Servicer during [the period from the Closing Date until December 31, ______] or [the calendar year ended
December 31, ______] was conducted under the supervision of the undersigned. 
 5. Based on such review, the Servicer has, to the best
of the knowledge of the undersigned, fully performed all its obligations under the Pooling and Servicing Agreement throughout such period and no default in the performance of such obligations has occurred or is continuing except as set forth in
paragraph 6 below. 
 6. The following is a description of each failure of the Servicer to fulfill its obligations under the provisions of
the Pooling and Servicing Agreement, including any Supplement, known to me to have been made by the Servicer during the year ended December 31, ____, which sets forth in detail (i) the nature of each such failure, (ii) the action
taken by the Servicer, if any, to remedy each such failure and (iii) the current status of each such failure: 
 [If applicable, insert
“None.”] 
  

 D-1 








 IN WITNESS WHEREOF, the undersigned has duly executed this certificate this ____ day of ____________,
____. 
  

			
	CHASE BANK USA, NATIONAL ASSOCIATION,
	
	 Servicer

		
	 By:   
	 	  
		 	 Name:

		 	 Title:



  

 D-2 








 EXHIBIT E 
 FORM OF ANNUAL OPINION OF COUNSEL 
 March 31, 20[•] 
 The Bank of New York, as Trustee 
 101 Barclay Street 
 New York, New York 10286 
  

	 	Re:	Chase Credit Card Master Trust 

 Ladies and Gentlemen: 

This opinion is being furnished to you pursuant to Section 13.2(d) of the Fourth Amended and Restated Pooling and Servicing Agreement, dated as
of March 14, 2006 (the “Fourth Amended Pooling and Servicing Agreement”), as supplemented by the Supplements for the Series listed on Schedule A hereto (the “Series Supplements”) and as amended by the
Assignments of Receivables in Additional Accounts listed on Schedule B hereto (the “Assignments”) and as amended by the Reassignments of Receivables in Removed Accounts listed on Schedule C hereto (the
“Reassignments”), each between Chase Bank USA, National Association (formerly known as Chase Manhattan Bank USA, National Association), a national banking association, as transferor (the “Transferor”) and servicer
(the “Servicer”), JPMorgan Chase Bank, National Association, as paying agent (the “Paying Agent”), and The Bank of New York, as trustee (the “Trustee”) of the Chase Credit Card Master Trust (the
“Trust”). Capitalized terms used but not defined herein shall have the meanings set forth in the Fourth Amended Pooling and Servicing Agreement. 
 As used in this opinion, “Receivables” shall mean Receivables (as defined in the Fourth Amended Pooling and Servicing Agreement) in Accounts (other than Receivables removed pursuant to the Reassignments or
repurchased from the Trust), including Receivables in Additional Accounts added pursuant to the Assignments (but not including any other Receivables in Additional Accounts added pursuant to any future assignment of receivables in additional
accounts) and the term “Delaware UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the State of Delaware. 
  

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 The Bank of New York, as Trustee 
 March 31, 20[·] 
 Page 2 
  

 In connection with this opinion, we have examined the following: 
 (i) the Fourth Amended Pooling and Servicing Agreement; 
 (ii) the Third Amended and Restated Pooling and Servicing Agreement, dated as of November 15, 1999, as amended (the “Third
Amended Pooling and Servicing Agreement”); 
 (iii) the Second Amended and Restated Pooling and Servicing Agreement,
dated as of September 1, 1996, as amended (the “Second Amended Pooling and Servicing Agreement”); 
 (iv) the Amended and Restated Pooling and Servicing Agreement, dated as of June 1, 1996 (together with the Second Amended Pooling and Servicing Agreement, the Third Amended Pooling and Servicing Agreement and the Fourth Amended Pooling
and Servicing Agreement, the “Pooling and Servicing Agreement”); 
 (v) the Series Supplements; 

(vi) the Assignments; 
 (vii) the Reassignments; 
 (viii) the Supplemental Conveyance Agreement dated as of
March 6, 2002, by and between Chase USA and the Trustee (the “Conveyance Agreement”); 
 (ix) our
opinions dated June 1, 1996, July 1, 1996, September 1, 1996, August 18, 1997, September 22, 1997, December 1, 1997, February 1, 1998, February 12, 1998, March 9,
1998, April 1, 1998, July 28, 1998, August 1, 1998, November 1, 1998, February 1, 1999, April 1, 1999, July 2, 1999, February 1, 2000, March 2,
2000, August 1, 2000, March 15, 2001, June 14, 2001, July 1, 2001, August 1, 2001, September 1, 2001, October 25, 2001, November 1, 2001, December 17, 2001,
March 6, 2002, March 13, 2002, April 1, 2002, April 2, 2002, May 1, 2002, May 30, 2002, June 20, 2002, July 16, 2002, September 1, 2002, September 30,
2002, November 1, 2002, November 13, 2002, November 20, 2002, January 15, 2003, February 1, 2003, April 15, 2003, June 1, 2003, June 25, 2003, August 1,
2003, September 1, 2003, September 19, 2003, September 30, 2003, October 1, 2003, November 3, 2003, February 1, 2004 and March 4, 2004 and June 1, 2004 each relating to the
Trustee’s security interest in the Receivables (each a “Security Interest Opinion” and, collectively, the “Security Interest Opinions”); 
  

 E-2 









 The Bank of New York, as Trustee 
 March 31, 20[·] 
 Page 3 
  

 (x) a certificate of an officer of the Transferor dated the date hereof (the
“Transferor’s Certificate”); 
 (xi) a certificate of an officer of the Trustee dated the date hereof
(the “Trustee’s Certificate”); 
 (xii) the UCC-1 and UCC-3 financing statements identified on Schedule
D hereto (the “Financing Statements”) filed in the office of the Secretary of State of the State of Delaware (the “Filing Office”); and 
 (xiii) such other documents and records as we have deemed appropriate. 
 In our examination we have assumed the genuineness of all signatures including endorsements, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies. As to any facts
material to opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Transferor and its officers and others, including the
representations in the Transferor’s Certificate and the Trustee’s Certificate. 
 On July 1, 2004, Bank One Corporation, the
parent of the Predecessor, merged with and into JPMorgan Chase & Co. with JPMorgan Chase & Co. as the surviving entity (the “Parent Merger”). On October 1, 2004, the Predecessor was merged with and into Chase
Manhattan Bank USA, National Association (the “Merger”). On March 1, 2005, Chase Manhattan Bank USA, National Association changed its name to Chase Bank USA, National Association (the “Name Change”). We
understand that in connection with the Merger and the Name Change, the Bank, as Transferor, has filed in the Filing Office amendments to the Financing Statements to reflect the successive changes in debtor name. 
 Our opinion in paragraph 1 is limited to Article 9 of the Delaware UCC and therefore such opinion does not address (i) laws of jurisdictions other
than the State of Delaware and of the State of Delaware except for Article 9 of the Delaware UCC, (ii) collateral of a type not subject to Article 9 of the Delaware UCC, and (iii) under Section 9-301 of the Delaware UCC what law
governs perfection of the security interests granted in the collateral covered by this opinion. The Fourth Amended Pooling and Servicing Agreement, the Conveyance Agreement, Assignment No. 20, Assignment No. 21, Assignment No. 22,
Assignment No. 23, Assignment No. 24, Assignment No. 25, Assignment No. 26, Assignment No. 27, Assignment No. 28, Assignment No. 29, Assignment No. 30, Assignment No. 31, Assignment No. 32, and
Assignment No. 33 each purports to be governed by the laws of the State of Delaware and we express no opinion with respect to the laws of jurisdictions other than the State of Delaware and of the State of Delaware other than Article 9 of the
Delaware UCC. We note that the 

  

 E-3 









 The Bank of New York, as Trustee 
 March 31, 20[·] 
 Page 4 
  

 
Transferor acquired its rights to certain of the Receivables from the Former Transferor. We understand that financing statements were filed in the State of
New York against the Former Transferor, and we express no opinion on these financing statements. In addition, we express no opinion with respect to any portion of the Receivables which is or becomes “investment property”, as defined in
Section 9-102 of the Delaware UCC. Our opinion in paragraph 2 is limited to Article 9 of the Delaware UCC. 
 1. Based upon and subject
to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that except as set forth on Schedule D, the Financing Statements will remain effective and no additional financing statements,
continuation statements or amendments with respect to the Financing Statements will be required to be filed from the date hereof through March 31, 20[•] under the Delaware UCC to maintain the perfection of the lien of the Pooling and
Servicing Agreement, the Assignments and the Conveyance Agreement as such lien otherwise exists on the date hereof. 
 2. Assuming that for
purposes of Section 9-307 of Article 9 of the Delaware UCC and the National Bank Act, the Transferor has designated the State of Delaware as its state of location, no other UCC financing statements or continuation statements will be required in
respect of the Receivables through March 31, 20[•]. 
 Our opinions are subject to the following additional qualifications:

 (i) we have assumed that all actions specified, assumed or relied upon in each of the Security Interest Opinions have been
taken and that all of the facts and assumptions on which each of the Security Interest Opinions were based are true and correct and will remain true and correct until March 31, 20[•]; 
 (ii) our opinion is given with the understanding that it will be interpreted in accordance with the Special Report of the Tribar Opinion
Committee on U.C.C. Security Interest Opinions, Tribar Opinion Committee, U.C.C. Security Interest Opinions, 49 Bus. Law. 359 (1993); 
 (iii) we express no opinion with respect to any portion of the Trust not constituting Receivables. We express no opinion with respect to any portion of the Receivables not constituting “accounts” (as defined
in Article 9 of the Delaware UCC ); 
 (iv) we have assumed that the Pooling and Servicing Agreement and the Financing
Statements have not been, except for the amendments to the Financing Statements filed in connection with the Merger and the Name Change, subsequent to the date of each of the Security Interest Opinions, and will not be, prior to March 31,
20[•], modified, supplemented, released, terminated or amended (other than any additional Assignments of Receivables in Additional 

  

 E-4 









 The Bank of New York, as Trustee 
 March 31, 20[·] 
 Page 5 
  

 
Accounts or Supplements or in a manner not affecting the security interest in the Receivables); 
 (v) except for (a) the Transferor’s change from a Delaware state chartered bank to a national association, (b) the Merger
and (c) the Name Change, we have assumed that the Transferor has not subsequent to June 1, 1996 changed, and will not prior to March 31, 20[•] change, its name, identity, corporate structure or address, unless necessary
amendments to the Financing Statements reflecting such change have been or will be made, as applicable; 
 (vi) we have
assumed that neither the Trust nor the Trustee has changed its name, identity, corporate structure or address, since June 1, 1996 and will not make any such change prior to March 31, 20[•]; and 
 (vii) we have assumed that the Transferor’s chief executive office has been since June 1, 1996 located in the State of Delaware;

  

 E-5 









 The Bank of New York, as Trustee 
 March 31, 20[·] 
 Page 6 
  

 This opinion is being furnished only to you in connection with the Fourth Amended and Restated
Pooling and Servicing Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person or entity for any purpose without our prior written consent.

 Very truly yours, 
  

 E-6 








 Schedule A 
 SERIES SUPPLEMENTS 
 Series 1996-2 Supplement, dated as of January 23, 1996, as amended 
 Series 1996-3 Supplement, dated as of May 30, 1996, as amended 
 Series
1998-4 Supplement, dated as of July 28, 1998, as amended 
 Series 2000-3 Supplement, dated as of October 3, 2000, as amended 
 Series 2001-1 Supplement, dated as of March 15, 2001, as amended 
 Series
2001-2 Supplement, dated as of June 14, 2001, as amended 
 Series 2001-4 Supplement, dated as of August 1, 2001, as amended 

	Series	2001-6 Supplement, dated as of December 17, 2001, as amended 

 Series
2002-1 Supplement, dated as of March 13, 2002, as amended 
 Series 2002-2 Supplement, dated as of April 2, 2002, as amended 
 Series 2002-3 Supplement, dated as of May 30, 2002, as amended 
 Series
2002-4 Supplement, dated as of June 20, 2002, as amended 
 Series 2002-5 Supplement, dated as of July 16, 2002, as amended 
 Series 2002-6 Supplement, dated as of September 30, 2002, as amended 
 Series 2002-7 Supplement, dated as of November 13, 2002, as amended 
 Series 2002-8 Supplement, dated as of November 20, 2002, as amended

 Series 2003-1 Supplement, dated as of January 15, 2003, as amended 
 Series 2003-2 Supplement, dated as of April 15, 2003, as amended 
 Series 2003-3 Supplement, dated as of June 25,
2003, as amended 
 Series 2003-4 Supplement, dated as of September 19, 2003, as amended 
 Series 2003-5 Supplement, dated as of September 30, 2003, as amended 
 Series 2003-6 Supplement, dated as of
November 3, 2003, as amended 
 Series 2004-1 Supplement, dated as of March 4, 2004, as amended 
 Series 2004-2 Supplement, dated as of June 1, 2004, as amended 
 Series
2004-CC Supplement, dated as of October 20, 2004, as amended 
  

 E-A1 








 Schedule B 
 ASSIGNMENTS OF RECEIVABLES 
 Assignment No. 1 of Receivables in Additional Accounts, dated as of July 1,
1996 
 Assignment No. 2 of Receivables in Additional Accounts, dated as of September 1, 1996 
 Assignment No. 3 of Receivables in Additional Accounts, dated as of December 1, 1997 
 Assignment No. 4 of Receivables in Additional Accounts, dated as of February 1, 1998 
 Assignment No. 5 of
Receivables in Additional Accounts, dated as of April 1, 1998 
 Assignment No. 6 of Receivables in Additional Accounts, dated as of August 1,
1998 
 Assignment No. 7 of Receivables in Additional Accounts, dated as of November 1, 1998 
 Assignment No. 8 of Receivables in Additional Accounts, dated as of February 1, 1999 
 Assignment No. 9 of Receivables in Additional Accounts, dated as of April 1, 1999 
 Assignment No. 10 of
Receivables in Additional Accounts, dated as of July 2, 1999 
 Assignment No. 11 of Receivables in Additional Accounts, dated as of October 1,
1999 
 Assignment No. 12 of Receivables in Additional Accounts, dated as of February 1, 2000 
 Assignment No. 13 of Receivables in Additional Accounts, dated as of April 1, 2000 
 Assignment No. 14 of Receivables in Additional Accounts, dated as of May 1, 2000 
 Assignment No. 15 of
Receivables in Additional Accounts, dated as of August 1, 2000 
 Assignment No. 16 of Receivables in Additional Accounts, dated as of July 1,
2001 
 Assignment No. 17 of Receivables in Additional Accounts, dated as of September 1, 2001 
 Assignment No. 18 of Receivables in Additional Accounts, dated as of November 1, 2001 
 Supplemental Conveyance Agreement dated as of March 1, 2001 
 Assignment No. 19 of Receivables in Additional
Accounts, dated as of March 6, 2002 
 Assignment No. 20 of Receivables in Additional Accounts, dated as of April 1, 2002 
 Assignment No. 21 of Receivables in Additional Accounts, dated as of May 1, 2002 
 Assignment No. 22 of Receivables in Additional Accounts, dated as of September 1, 2002 
 Assignment No. 23 of
Receivables in Additional Accounts, dated as of November 1, 2002 
 Assignment No. 24 of Receivables in Additional Accounts, dated as of
February 1, 2003 
 Assignment No. 25 of Receivables in Additional Accounts, dated as of April 1, 2003 
 Assignment No. 26 of Receivables in Additional Accounts, dated as of June 1, 2003 
 Assignment No. 27 of Receivables in Additional Accounts, dated as of August 1, 2003 
 Assignment No. 28 of
Receivables in Additional Accounts, dated as of September 1, 2003 
 Assignment No. 29 of Receivables in Additional Accounts, dated as of
October 1, 2003 
 Assignment No. 30 of Receivables in Additional Accounts, dated as of February 1, 2004 
 Assignment No. 31 of Receivables in Additional Accounts, dated as of June 1, 2004 
 Assignment No. 32 of Receivables in Additional Accounts, dated as of August 17, 2005 
 Assignment No. 33 of
Receivables in Additional Accounts, dated as of November 16, 2005 
  

 E-B1 








 Schedule C 
 REASSIGNMENTS OF RECEIVABLES 
 Reassignment No. 1 of Receivables in Removed Accounts, dated as of
September 30, 1997 
 Reassignment No. 2 of Receivables in Removed Accounts, dated as of December 1, 1997 
 Reassignment No. 3 of Receivables in Removed Accounts, dated as of August 16, 2005 
 Reassignment No. 4 of Receivables in Removed Accounts, dated as of November 9, 2005 
  

 E-C1 








 Schedule D 
 FINANCING STATEMENTS 
 (No financing statements will expire prior to March 31, 20[•])

  

 E-D1 








 EXHIBIT F 
 FORM OF REASSIGNMENT OF RECEIVABLES 
 REASSIGNMENT NO. ___ OF RECEIVABLES, dated as of ___________,
_____, by and between Chase Bank USA, National Association, a banking corporation organized and existing under the laws of the United States (the “Bank”), and The Bank of New York, a banking corporation organized under the laws of
the State of New York (the “Trustee”) pursuant to the Pooling and Servicing Agreement referred to below. 
 WITNESSETH: 
 WHEREAS, the Bank, as Transferor and Servicer, and the Trustee are parties to the Fourth Amended and Restated
Pooling and Servicing Agreement, dated as of March 14, 2006 (the “Pooling and Servicing Agreement”); 
 WHEREAS,
pursuant to the Pooling and Servicing Agreement, the Bank wishes to remove all Receivables from certain designated Accounts of the Bank (the “Removed Accounts”) and to cause the Trustee to reconvey the Receivables of such Removed
Accounts, whether now existing or hereafter created, from the Trust to the Bank (as each such term is defined in the Pooling and Servicing Agreement); and 
 WHEREAS, the Trustee is willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof; 
 NOW, THEREFORE, the Bank and the Trustee hereby agree as follows: 
 1. Defined Terms. All terms defined in the Pooling and Servicing Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. 
 “Removal Cut Off Date” shall mean, with respect to the Removed Accounts designated hereby, __________________, __________. 

“Removal Date” shall mean, with respect to the Removed Accounts designated hereby, __________________, __________. 
 “Removal Notice Date” shall mean, with respect to the Removed Accounts designated hereby, __________________, __________. (which shall
be a date on or prior to the fifth Business Day prior to the Removal Date). 
 2. Designation of Removed Accounts. The Bank shall
deliver to the Trustee, not later than five Business Days after the Removal Date, a computer file or microfiche list containing a true and complete list of each MasterCard and VISA account which as of the 

  

 F-1 








 
Removal Date shall be deemed to be a Removed Account, such accounts being identified by account number and by the aggregate amount of Receivables in such
accounts as of the close of business on the Removal Date. Such list shall be marked as Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as of the Removal Date. 
 3. Conveyance of Receivables. 
 (a)
The Bank does hereby reconvey to the Bank, without recourse on and after the Removal Date, all right, title and interest of the Trust in and to the Receivables now existing and hereafter created in the Removed Accounts designated hereby, all monies
due or to become due with respect thereto (including all Finance Charge Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Delaware) of such Receivables, Insurance Proceeds relating to such
Receivables and the proceeds thereof. 
 (b) In connection with such transfer, the Trustee agrees to execute and deliver to the Bank on or
prior to the date of this Reassignment, a termination statement with respect to the Receivables now existing and hereafter created in the Removed Accounts designated hereby (which may be a single termination statement with respect to all such
Receivables) evidencing the release by the Trust of its Lien on the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such Lien. 
 4. Representations and Warranties of the Bank. The Bank hereby represents and warrants to the Trust as of the Removal Date: 
 (a) Legal Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Bank enforceable against the
Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in
general and the rights of creditors of banking associations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). 
 (b) Selection Procedures. No selection procedures believed by the Bank to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Removed Accounts designated hereby. 
 5. Conditions Precedent. The amendment of the
Pooling and Servicing Agreement set forth in Section 6 hereof is subject to the satisfaction, on or prior to the Removal Date, of the following condition precedent: 
 The Bank shall have delivered to the Trustee an Officer’s Certificate certifying that (i) as of the Removal Date, all requirements set forth in Section 2.7 of the Pooling and Servicing Agreement for
designating Removed Accounts and reconveying the Receivables of such Removed Accounts, whether now existing or hereafter created, have been satisfied and (ii) each of the representations and warranties made by the Bank in Section 4 hereof
is true and correct as of the Removal Date. The Trustee may conclusively rely on such Officer’s 

  

 F-2 








 
Certificate, shall have no duty to make inquiries with regard to the matters set forth therein, and shall incur no liability in so relying. 
 6. Amendment of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement is hereby amended to provide that all references therein
to the “Pooling and Servicing Agreement,” to “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Pooling and Servicing Agreement as supplemented by this
Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions to the Pooling and Servicing Agreement shall remain unamended and shall continue to be, and shall remain, in full force and
effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to non-compliance with any term or provision of the Pooling and Servicing Agreement.

 7. Counterparts. This Reassignment may be executed in-two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute one and the same instrument. 
 8. GOVERNING LAW.
THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS, AND WITHOUT, LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER. SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. 
  

 F-3 








 IN WITNESS WHEREOF, the undersigned have caused this Reassignment of Receivables to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written. 
  

			
	CHASE BANK USA, NATIONAL ASSOCIATION,
	 as Transferor and Servicer

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

			
	THE BANK OF NEW YORK,
	as Trustee
		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 F-4 









					
		  		  	Schedule I
		  		  	to Reassignment
		  		  	of Receivables

 REMOVED ACCOUNTS 
  

 F-5 








 EXHIBIT G 
 FORM OF RECONVEYANCE OF RECEIVABLES 
 RECONVEYANCE OF RECEIVABLES, dated as of ____________ ___,
____, by and between Chase Bank USA, National Association, a national banking association (the “Transferor”), and The Bank of New York, a banking corporation organized and existing under the laws of New York (the
“Trustee”) pursuant to the Pooling and Servicing Agreement referred to below. 
 WITNESSETH: 
 WHEREAS, the Transferor and the Trustee are parties to the Fourth Amended and Restated Pooling and Servicing Agreement dated as of March 14, 2006
(hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Pooling and Servicing Agreement”); 
 WHEREAS, pursuant to the Pooling and Servicing Agreement, the Transferor wishes to cause the Trustee to reconvey all of the Receivables and proceeds
thereof, whether now existing or hereafter created, from the Trust to the Transferor pursuant to the terms of Section 12.4 of the Pooling and Servicing Agreement upon termination of the Trust pursuant to subsection 12.1(a) of the Pooling and
Servicing Agreement (as each such term is defined in the Pooling and Servicing Agreement); 
 WHEREAS, the Trustee is willing to reconvey
Receivables subject to the terms and conditions hereof; 
 NOW, THEREFORE, the Transferor and the Trustee hereby agree as follows:

 1. Defined Terms. All terms defined in the Pooling and Servicing Agreement and used herein shall have such defined meanings when
used herein, unless otherwise defined herein. 
 “Reconveyance Date” shall mean ______________, ____. 
 2. Return of Lists of Accounts. The Trustee shall deliver to the Transferor, not later than three Business Days after the Reconveyance Date, each
and every computer file or microfiche list of Accounts delivered to the Trustee pursuant to the terms of the Pooling and Servicing Agreement. 
 3. Conveyance of Receivables. (a) The Trustee does hereby reconvey to the Transferor, without recourse, on and after the Reconveyance Date, all right, title and interest of 

  

 G-1 








 
the Trust in and to each and every Receivable now existing and hereafter created in the Accounts, all monies due or to become due with respect thereto
(including all Finance Charge Receivables), all proceeds (as defined in Section 9-306 of the UCC as in effect in the State of Delaware) of such Receivables and Insurance Proceeds relating to such Receivables and any Interchange, except for
amounts, if any, held by the Trustee pursuant to subsection 12.3(b) of the Pooling and Servicing Agreement. 
 (b) In connection with such
transfer, the Trustee agrees to execute and deliver to the Transferor on or prior to the date of this Reconveyance, such UCC termination statements as the Transferor may reasonably request, evidencing the release by the Trust of its lien on the
Receivables. 
 4. Counterparts. This Reconveyance may be executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 
 5.
GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  

 G-2 








 IN WITNESS WHEREOF, the undersigned have caused this Reconveyance of Receivables to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written. 
  

			
	 CHASE BANK USA, NATIONAL ASSOCIATION

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

			
	 THE BANK OF NEW YORK,

	 as Trustee

		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 G-3 








 SCHEDULE I 
 LIST OF ACCOUNTS 
 Delivered to Trustee only 
 [Deemed Incorporated] 
  

 G-4 








 EXHIBIT H 
 FORM OF ANNUAL CERTIFICATION 
  

	 	Re:	The [                    ] agreement dated as of
[                    ], 20[    ] (the “Agreement”), among [IDENTIFY PARTIES] 

 I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the Transferor, and its officers, with
the knowledge and intent that they will rely upon this certification, that: 
 (1) I have reviewed the report on assessment of
the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (17 CFR §229.1100, et seq.)
(the “Servicing Assessment”), and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the
“Attestation Report”) that were delivered by the Company to the Transferor pursuant to the Agreement (collectively, the “Company Information”); 
 (2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information; and 
 (3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been
provided to the Transferor. 
  

			
		
	 Date:  
	 	  
		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 H-1 








 EXHIBIT I 
 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE 
 The assessment of compliance to be delivered by the
Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 
  

					
	 Servicing Criteria
	  	 Applicable Servicing
 Criteria

	 Reference
	  	 Criteria
	  
	
	General Servicing Considerations
			
	 1122(d)(1)(i)
	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  	
			
	 1122(d)(1)(ii)
	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
activities.	  	
			
	 1122(d)(1)(iii)
	  	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.	  	
			
	 1122(d)(1)(iv)
	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.	  	
	
	Cash Collection and Administration
			
	 1122(d)(2)(i)
	  	Payments on credit card accounts are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other
number of days specified in the transaction agreements.	  	
			
	 1122(d)(2)(ii)
	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	
			
	 1122(d)(2)(iii)
	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.	  	
			
	 1122(d)(2)(iv)
	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling
of cash) as set forth in the transaction agreements.	  	
			
	 1122(d)(2)(v)
	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	  	
			
	 1122(d)(2)(vi)
	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  	
			
	 1122(d)(2)(vii)
	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A)
are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who
prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction
agreements.	  	

  

 I-1 









					
	 Servicing Criteria
	  	 Applicable Servicing
Criteria

	 Reference
	  	 Criteria
	  
	
	Investor Remittances and Reporting
			
	 1122(d)(3)(i)
	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.	  	
			
	 1122(d)(3)(ii)
	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	  	
			
	 1122(d)(3)(iii)
	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	  	
			
	 1122(d)(3)(iv)
	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	
	
	Pool Asset Administration
			
	 1122(d)(4)(i)
	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  	
			
	 1122(d)(4)(ii)
	  	Pool assets and related documents are safeguarded as required by the transaction agreements.	  	
			
	 1122(d)(4)(iii)
	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  	
			
	 1122(d)(4)(iv)
	  	Payments on credit card accounts, including any payoffs, made in accordance with the related credit card accounts documents are posted to the Servicer’s obligor records maintained no more
than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	  	
			
	 1122(d)(4)(v)
	  	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	  	
			
	 1122(d)(4)(vi)
	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.	  	
			
	 1122(d)(4)(vii)
	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements established by the transaction agreements.	  	
			
	 1122(d)(4)(viii)
	  	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).	  	
			
	 1122(d)(4)(ix)
	  	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.	  	

  

 I-2 









					
	 Servicing Criteria
	  	 Applicable Servicing
Criteria

	 Reference
	  	 Criteria
	  
			
	 1122(d)(4)(x)
	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	  	
			
	 1122(d)(4)(xi)
	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  	
			
	 1122(d)(4)(xii)
	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was
due to the obligor’s error or omission.	  	
			
	 1122(d)(4)(xiii)
	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.	  	
			
	 1122(d)(4)(xiv)
	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	  	
			
	 1122(d)(4)(xv)
	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  	

  

			
	
	 [NAME OF TRUSTEE]

		
	 Date:  
	 	  
		
	 By:
	 	  
		 	 Name:

		 	 Title:



  

 I-3 








 EXHIBIT J 
 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE 
 The assessment of compliance to be delivered by the
Paying Agent shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 
  

					
	 Servicing Criteria
	  	 Applicable Servicing
Criteria

	 Reference
	  	 Criteria
	  
	General Servicing Considerations	  	
			
	 1122(d)(1)(i)
	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  	
			
	 1122(d)(1)(ii)
	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
activities.	  	
			
	 1122(d)(1)(iii)
	  	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.	  	
			
	 1122(d)(1)(iv)
	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.	  	
		
	Cash Collection and Administration	  	
			
	 1122(d)(2)(i)
	  	Payments on credit card accounts are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other
number of days specified in the transaction agreements.	  	
			
	 1122(d)(2)(ii)
	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	 ü

			
	 1122(d)(2)(iii)
	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.	  	
			
	 1122(d)(2)(iv)
	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling
of cash) as set forth in the transaction agreements.	  	
			
	 1122(d)(2)(v)
	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	  	
			
	 1122(d)(2)(vi)
	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  	
			
	 1122(d)(2)(vii)
	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A)
are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who
prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction
agreements.	  	

  

 J-1 









					
	 Servicing Criteria
	  	 Applicable Servicing
Criteria

	 Reference
	  	 Criteria
	  
		
	Investor Remittances and Reporting	  	
			
	 1122(d)(3)(i)
	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.	  	
			
	 1122(d)(3)(ii)
	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	  	 ü

			
	 1122(d)(3)(iii)
	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	  	
			
	 1122(d)(3)(iv)
	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	 ü

		
	Pool Asset Administration	  	
			
	 1122(d)(4)(i)
	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  	
			
	 1122(d)(4)(ii)
	  	Pool assets and related documents are safeguarded as required by the transaction agreements.	  	
			
	 1122(d)(4)(iii)
	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  	
			
	 1122(d)(4)(iv)
	  	Payments on credit card accounts, including any payoffs, made in accordance with the related credit card accounts documents are posted to the Servicer’s obligor records maintained no more
than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	  	
			
	 1122(d)(4)(v)
	  	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	  	
			
	 1122(d)(4)(vi)
	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.	  	
			
	 1122(d)(4)(vii)
	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements established by the transaction agreements.	  	
			
	 1122(d)(4)(viii)
	  	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly
basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).	  	
			
	 1122(d)(4)(ix)
	  	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.	  	

  

 J-2 









					
	 Servicing Criteria
	  	 Applicable Servicing
Criteria

	 Reference
	  	 Criteria
	  
			
	 1122(d)(4)(x)
	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	  	
			
	 1122(d)(4)(xi)
	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  	
			
	 1122(d)(4)(xii)
	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was
due to the obligor’s error or omission.	  	
			
	 1122(d)(4)(xiii)
	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.	  	
			
	 1122(d)(4)(xiv)
	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	  	
			
	 1122(d)(4)(xv)
	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  	

  

			
	 [NAME OF PAYING AGENT]

		
	 Date:
	 	  
		
	By:	 	  
		 	 Name:

		 	 Title:



  

 J-3 








 EXHIBIT K 
 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE 
 The assessment of compliance to be delivered by the
[Servicer]/[Subservicer] shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 
  

							
	 Servicing Criteria
	  	 Applicable
Servicing
Criteria for
Servicer
	  	 Applicable
Servicing
Criteria for a
Subservicer

	 Reference
	  	 Criteria
	  	  
	General Servicing Considerations	  		  	
				
	 1122(d)(1)(i)
	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  	 ü
	  	
				
	 1122(d)(1)(ii)
	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
activities.	  	 ü
	  	
				
	 1122(d)(1)(iii)
	  	Any requirements in the transaction agreements to maintain a back-up servicer for the credit card accounts or accounts are maintained.	  		  	
				
	 1122(d)(1)(iv)
	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.	  	 ü
	  	
			
	Cash Collection and Administration	  		  	
				
	 1122(d)(2)(i)
	  	Payments on credit card accounts are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other
number of days specified in the transaction agreements.	  	 ü
	  	
				
	 1122(d)(2)(ii)
	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	 ü
	  	
				
	 1122(d)(2)(iii)
	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in
the transaction agreements.	  		  	
				
	 1122(d)(2)(iv)
	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to
commingling of cash) as set forth in the transaction agreements.	  	 ü
	  	
				
	 1122(d)(2)(v)
	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured
depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	  	 ü
	  	
				
	 1122(d)(2)(vi)
	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  		  	
				
	 1122(d)(2)(vii)
	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations
(A) are mathematically accurate; (B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who
prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction
agreements.	  	 ü
	  	

  

 K-1 









							
	 Servicing Criteria
	  	 Applicable
Servicing
Criteria for
Servicer
	  	 Applicable
Servicing
Criteria for a
Subservicer

	 Reference
	  	 Criteria
	  	  
	 Investor Remittances and Reporting
	  		  	
				
	 1122(d)(3)(i)
	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of credit card accounts serviced by the Servicer.	  	 ü
	  	
				
	 1122(d)(3)(ii)
	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	  	 ü
	  	
				
	 1122(d)(3)(iii)
	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction
agreements.	  	 ü
	  	
				
	 1122(d)(3)(iv)
	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	 ü
	  	
			
	 Pool Asset Administration
	  		  	
				
	 1122(d)(4)(i)
	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  		  	
				
	 1122(d)(4)(ii)
	  	Pool assets and related documents are safeguarded as required by the transaction agreements	  		  	
				
	 1122(d)(4)(iii)
	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  	 ü
	  	
				
	 1122(d)(4)(iv)
	  	Payments on credit card accounts, including any payoffs, made in accordance with the related credit card accounts documents are posted to the Servicer’s obligor records maintained no
more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.	  	 ü
	  	
				
	 1122(d)(4)(v)
	  	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	  	 ü
	  	
				
	 1122(d)(4)(vi)
	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.	  	 ü
	  	
				
	 1122(d)(4)(vii)
	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements established by the transaction agreements.	  		  	
				
	 1122(d)(4)(viii)
	  	Records documenting collection efforts are maintained during the period an Account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent Accounts including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).	  	 ü
	  	
				
	 1122(d)(4)(ix)
	  	Adjustments to interest rates or rates of return for Accounts with variable rates are computed based on the related Account documents.	  	 ü
	  	

  

 K-2 









							
	 Servicing Criteria
	  	 Applicable
Servicing
Criteria for
Servicer
	  	 Applicable
Servicing
Criteria for a
Subservicer

	 Reference
	  	 Criteria
	  	  
				
	 1122(d)(4)(x)
	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis,
or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.	  		  	
				
	 1122(d)(4)(xi)
	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for
such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  		  	
				
	 1122(d)(4)(xii)
	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment
was due to the obligor’s error or omission.	  		  	
				
	 1122(d)(4)(xiii)
	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the
transaction agreements.	  		  	
				
	 1122(d)(4)(xiv)
	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	  	 ü
	  	
				
	 1122(d)(4)(xv)
	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  	 ü
	  	

  

			
	 [NAME OF [SERVICER] / [SUBSERVICER]]

		
	Date:	 	  
		
	By:	 	  
		 	 Name:

		 	 Title:



  

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