EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 REASSIGNMENT NO.
16 OF RECEIVABLES 
 IN REMOVED ASSET POOL ONE ACCOUNTS 

REASSIGNMENT NO. 16 OF RECEIVABLES INCLUDED IN ASSET POOL ONE (this “Reassignment”), dated as of February 14, 2016, by
and between the CHASE ISSUANCE TRUST (the “Issuing Entity” or the “Trust”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Collateral Agent”), pursuant to the Asset Pool One Supplement referred to
below. 
 W I T N E S S E T H: 

WHEREAS, the Trust and the Collateral Agent are parties to the Third Amended and Restated Asset Pool One Supplement, 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 “Asset Pool One Supplement”); 

WHEREAS, pursuant to the Asset Pool One Supplement, the Trust wishes to remove from Asset Pool One all Asset Pool One Receivables in certain
designated Asset Pool One Accounts identified on Schedule 1 to this Reassignment (the “Removed Asset Pool One Accounts”) and to cause the Collateral Agent to reassign the Asset Pool One Receivables of such Removed Asset Pool One
Accounts, whether now existing or hereafter created, from the Collateral Agent to the Trust; and 
 WHEREAS, the Collateral Agent is willing
to accept such designation and to reassign the Asset Pool One Receivables in the Removed Asset Pool One Accounts subject to the terms and conditions hereof; 

NOW, THEREFORE, the Owner Trustee, on behalf of the Trust, and the Collateral Agent hereby agree as follows: 

Defined Terms. All terms defined in the Asset Pool One Supplement 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 Asset Pool One Accounts
designated hereby, December 31, 2015. 
 “Removal Date” shall mean, with respect to the Removed Asset Pool One
Accounts designated hereby, February 14, 2016. 
 “Removal Notice Date” shall mean, with respect to the Removed Asset
Pool One Accounts, February 5, 2016. 
 1. Designation of Removed Asset Pool One Accounts. No later than five Business Days
after the Removal Date, or as otherwise agreed upon between the Trust and the Collateral Agent, the Trust will deliver to the Collateral Agent an accurate list, based on the computer records of, or kept on behalf of, the Transferor (in the form of a
computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor and the Collateral Agent) of all Removed Asset Pool One Accounts, identified by account number and 







 
the aggregate amount of Asset Pool One Principal Receivables in each Removed Asset Pool One Account 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 this Reassignment and the Asset Pool One Supplement. 
 2. Reassignment of Receivables. The
Collateral Agent does hereby reassign to the Trust, without recourse, on and after the Removal Date, all right, title and interest of the Collateral Agent in, to and under the Asset Pool One Receivables now existing and hereafter created from time
to time in the Removed Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due (including all Asset Pool One 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.
Conditions Precedent. The reassignment hereunder of the Asset Pool One Receivables in the Removed Asset Pool One Accounts and the amendment of the Asset Pool One Supplement pursuant to Section 7 of this Reassignment are each subject to
the satisfaction, on or prior to the Removal Date, of the conditions set forth in subsection 2.5(b) of the Asset Pool One Supplement. 
 4.
Representations and Warranties. The Trust hereby represents and warrants to the Collateral Agent as of the Removal Date that: 
 (a)
Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Trust enforceable against the Trust, 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 national 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); and 
 (b) List of
Removed Accounts. The list of Removed Asset Pool One Accounts delivered pursuant to subsection 2.5(b)(ii) of the Asset Pool One Supplement, as of the Removal Date, is accurate in all material respects. 

5. Representations and Warranties of the Servicer. No selection procedures believed by the Servicer to be materially adverse to the
interests of the Asset Pool One Noteholders were utilized in selecting the Removed Asset Pool One Accounts to be removed from the Trust and (I) a random selection procedure was used by the Servicer in selecting the Removed Asset Pool One
Accounts and only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (II) the Removed Asset Pool One Accounts arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with
a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Asset Pool One Accounts subject to such arrangement, upon such cancellation or
non-renewal and the third party has exercised such repurchase right or (III) the Removed Asset Pool One Accounts were selected using another method that will not preclude transfers from satisfying the conditions for sale accounting treatment under
generally accepted accounting principles in effect for reporting periods before November 15, 2009. 

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

(a) The Collateral Agent hereby expressly terminates, relinquishes, releases, discharges and renders ineffective any and all security
interests, liens, mortgages and encumbrances, as against the Trust, any transferee of the Trust 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”), any and all right, title, benefit, interest or claim whatsoever, present or future, actual or
contingent (collectively, “Rights”), owned or held by the Collateral Agent 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, the Collateral Agent
hereby acknowledges that its interest 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) The Collateral Agent 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 the Collateral Agent that the Transferees will acquire title to the Removed Collateral purchased by them free of any Rights owned or held by the Collateral Agent 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. 

  
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 9. 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. 

10. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Reassignment is executed
and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely as Owner Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Trust,
(c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived
by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this
Reassignment and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Reassignment or any other related documents. 
 11. Authorization. The Collateral Agent hereby
authorizes the Trust, or any agent designated by the Trust, to file any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Trust may determine, in its sole
discretion, are necessary or advisable to reflect the reassignment to the Trust pursuant to Section 3 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 the Trust may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the
Trust in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property.” 

  
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 IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust, and the Collateral Agent have
caused this Reassignment to be duly executed by their respective officers as of the day and year first above written. 
  

			
	CHASE ISSUANCE TRUST
		
	By:	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
		
	By:	 	 /s/ Erwin M. Soriano

	Name:	 	Erwin M. Soriano
	Title:	 	Vice President
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent
		
	By:	 	 /s/ Cheryl Zimmerman

	Name:	 	Cheryl Zimmerman
	Title:	 	Vice President


 Chase Issuance Trust Reassignment No. 16 – APO 

Reassignment No. 16 of Receivables in Removed Asset Pool One Accounts 







 Schedule 1 

REMOVED ASSET POOL ONE ACCOUNTS 

[Delivered to the Collateral Agent] 

  
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