EX-10.3



 Exhibit 10.3 

EXECUTION COPY 
 REASSIGNMENT NO. 1
OF RECEIVABLES IN REMOVED ACCOUNTS 
 REASSIGNMENT NO. 1 OF RECEIVABLES IN REMOVED ACCOUNTS (this “Reassignment”) dated as
of February 14, 2016, by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association (“Chase USA”), and CHASE CARD FUNDING LLC (“Chase Card Funding”), pursuant to the Agreement referred to
below and acknowledged by Chase USA in its capacity as servicer under the Transfer and Servicing Agreement referred to below (in such capacity, the “Servicer”). 

W I T N E S S E T H: 
 WHEREAS,
Chase USA and Chase Card Funding are parties to the Receivables Purchase Agreement, dated as of January 20, 2016 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the
“Agreement”); 
 WHEREAS, Chase USA, as Servicer and Administrator, Chase Card Funding, as Transferor, Wells Fargo Bank,
National Association, as Indenture Trustee and Collateral Agent, and Chase Issuance Trust, as Issuing Entity, are parties to the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016 (hereinafter as such
agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Transfer and Servicing Agreement”); 

WHEREAS, pursuant to the Agreement, Chase USA wishes to remove from Chase Card Funding all Receivables owned by Chase Card Funding in certain
designated Accounts identified on Schedule 1 to this Reassignment (the “Removed Accounts”) and to cause Chase Card Funding to reconvey the Receivables of such Removed Accounts, whether now existing or hereafter created, from Chase
Card Funding to Chase USA; and 
 WHEREAS, Chase Card Funding is willing to accept such designation and to reconvey the Receivables in the
Removed Accounts subject to the terms and conditions hereof; 
 NOW, THEREFORE, Chase USA and Chase Card Funding hereby agree as follows:

 1. Defined Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless
otherwise defined herein, or, if not defined therein, in the Indenture (as defined in the Agreement). 
 “Removal Cut-Off
Date” shall mean, with respect to the Removed Accounts, December 31, 2015. 
 “Removal Date” shall mean, with
respect to the Removed Accounts, February 14, 2016. 
 “Removal Notice Date” shall mean, with respect to the Removed
Accounts, February 5, 2016. 







 1. Designation of Removed Accounts. Within five (5) Business Days after the Removal
Date, or as otherwise agreed upon by Chase USA and Chase Card Funding, Chase USA will deliver to Chase Card Funding, or will maintain on behalf of Chase Card Funding pursuant to Section 3.08 of the Receivables Purchase Agreement, an accurate
list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Removed Accounts identified by account reference number and the aggregate amount of Principal
Receivables in such Removed counts as of the Removal Cut-Off Date, which list shall, as of the Removal Date, modify and amend and be incorporated into and made a part of the Agreement. 

2. Reconveyance of Receivables. Chase Card Funding does hereby transfer, reassign, set over and otherwise reconvey to Chase USA,
without recourse, on and after the Removal Date, all right, title and interest of Chase Card Funding in, to and under the Receivables now existing and hereafter created from time to time in the Removed Accounts identified on Schedule 1 hereto, all
Interchange and Recoveries related thereto, all monies due or to become due (including all Finance Charge Receivables) and all amounts received or receivable with respect thereto and all proceeds (as defined in the UCC as in effect in the applicable
jurisdiction) thereof (the “Removed Collateral”). 
 3. Representations and Warranties of Chase USA. Chase USA
hereby represents and warrants to Chase Card Funding as of the Removal Date that: 
 (a) Legal, Valid and Binding Obligation. This
Reassignment 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 except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); 

(b) Satisfaction of Additional Requirements. All of the requirements for the removal of Accounts from the Trust under the Transfer and
Servicing Agreement and the Asset Pool One Supplement have been satisfied; and 
 4. Conditions Precedent. The reassignment hereunder
of the Receivables in the Removed Accounts and the amendment of the Agreement pursuant to Section 6 of this Reassignment are each subject to: 

(a) the satisfaction, on or prior to the Removal Date, of the conditions set forth in subsection 2.11(b) of the Agreement; and 

(b) the delivery, on or prior to the Removal Date, to Chase Card Funding by Chase USA of an Officer’s Certificate substantially in the
form of Schedule 2 to this Reassignment, as applicable. Chase Card Funding 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. 

  
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 5. Representations and Warranties of Chase Card Funding. Since the date of the transfer by
Chase USA under the Agreement, Chase Card Funding has not sold, transferred or encumbered any Receivable in any Removed Account or any interest therein. 

6. Amendment of the Receivables Purchase Agreement. The Agreement is hereby amended to provide that all references therein to the
“Receivables Purchase Agreement,” to “this Agreement” and to “herein” shall be deemed from and after the Removal Date to be a dual reference to the Agreement as supplemented by this Reassignment. All references therein
to the Accounts shall be deemed not to include the Removed Accounts designated hereunder and all references to Receivables shall be deemed not to include the Receivables reconveyed hereunder. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the 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 provision of the Agreement. 

7. Release. 
 (a) Chase
Card Funding hereby expressly terminates, relinquishes, releases, discharges and renders ineffective any and all security interests, liens, mortgages and encumbrances, as against Chase USA, any transferee of Chase USA and any person claiming title
to or an interest in the Removed Collateral through any such person, or any successor or assign of any of the foregoing (all such persons and entities being referred to individually as a “Transferee” and collectively as the
“Transferees”), and any and all right, title, benefit, interest or claim whatsoever, present or future, actual or contingent (collectively, “Rights”), owned or held by Chase Card Funding to, against or in respect of
the Removed Collateral. 
 (b) In case any provision of this Reassignment shall be rendered invalid, illegal or unenforceable in any
jurisdiction, Chase Card Funding hereby acknowledges that the interest of Chase Card Funding in the Removed Collateral is subordinate and junior to the security interest of any Transferee and hereby expressly agrees that any security interest it may
have in any Removed Collateral is and shall remain subordinate and junior to all security interests granted by a Transferee, regardless of the time of the recording, perfection or filing thereof or with respect thereto. 

(c) Chase Card Funding acknowledges and agrees that the Transferees and their representatives are expressly entitled to rely on the provisions
of this Section 8, it being the intent of Chase Card Funding, that the Transferees will acquire title to the Removed Collateral purchased by them free of any Rights owned or held by Chase Card Funding to, against or in respect of the Removed
Collateral. 
 8. 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 shall constitute one and the same instrument. 
 9. GOVERNING LAW.
THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF 

  
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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. 

10. Authorization. Chase Card Funding hereby authorizes Chase USA, or any agent designated by Chase USA, to file any financing
statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as Chase USA may determine, in its sole discretion, are necessary or advisable to perfect the reconveyance to Chase USA
pursuant to Section 2 hereof. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Chase USA
may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Chase USA in connection herewith, including, without limitation, describing such property as
“all assets” or “all personal property.” 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Reassignment to be duly executed by their
respective officers as of the day and year first above written. 
  

			
	CHASE BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Todd Lehner

	Name:	 	Todd Lehner
	Title:	 	Managing Director
	
	CHASE CARD FUNDING LLC
		
	By:	 	 /s/ Eve Ngan

	Name:	 	Eve Ngan
	Title:	 	Deputy Chief Executive Officer


 Chase Issuance Trust Reassignment No. 1 – RPA 

Reassignment No. 1 of Receivables in Removed Accounts 







 Schedule 1 

to Reassignment 
 List of Removed
Accounts 
 [Delivered to Chase Card Funding]