ex10-1.htm


    Exhibit
      10.1


     

     

     

     

     

     

     

     

     

     

    CHASE
      ISSUANCE TRUST

     

     

    THIRD
      AMENDED AND RESTATED

     

    TRANSFER
      AND SERVICING AGREEMENT

     

     

    among

     

     

    CHASE
      BANK USA, NATIONAL ASSOCIATION,

    Transferor,
      Servicer and Administrator

     

    and

     

    CHASE
      ISSUANCE TRUST,

    Issuing
      Entity

     

    and

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    Indenture
      Trustee and Collateral Agent

     

     

    Dated
      as of December 19, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

     

    Page

    
      	
               

              ARTICLE
                I

               

              DEFINITIONS

               

            
	
              Section
                1.01

            	
              Definitions

            	
              3

            
	
              Section
                1.02

            	
              Other
                Definitional Provisions.

            	
              17

            
	
               

              ARTICLE
                II

               

              CONVEYANCE
                OF COLLATERAL

               

            
	
              Section
                2.01

            	
              Conveyance
                of Collateral

            	
              19

            
	
              Section
                2.02

            	
              Acceptance
                by Trust.

            	
              20

            
	
              Section
                2.03

            	
              Representations
                and Warranties of Each Transferor Relating to Such
                Transferor

            	
              21

            
	
              Section
                2.04

            	
              Representations
                and Warranties of each Transferor Relating to this Agreement and
                any
                Series Supplement and the Collateral.

            	
              23

            
	
              Section
                2.05

            	
              Transfer
                of Ineligible Receivables and Ineligible Collateral
                Certificates.

            	
              27

            
	
              Section
                2.06

            	
              Reassignment
                of Collateral

            	
              29

            
	
              Section
                2.07

            	
              Additional
                Transferors

            	
              30

            
	
              Section
                2.08

            	
              Covenants
                of each Transferor

            	
              30

            
	
              Section
                2.09

            	
              Covenants
                of Each Transferor with Respect to Any Applicable Receivables Purchase
                Agreement

            	
              31

            
	
              Section
                2.10

            	
              [Reserved]

            	
              32

            
	
              Section
                2.11

            	
              Increases
                in the Invested Amount of an Existing Collateral
                Certificate.

            	
              32

            
	
              Section
                2.12

            	
              Addition
                of Collateral.

            	
              32

            
	
              Section
                2.13

            	
              Removal
                of Accounts.

            	
              37

            
	
              Section
                2.14

            	
              Account
                Allocations

            	
              38

            
	
              Section
                2.15

            	
              Discount
                Receivables.

            	
              39

            
	
               

              ARTICLE
                III

               

              COLLECTIONS,
                ALLOCATIONS, DEPOSITS AND PAYMENTS

               

            
	
              Section
                3.01

            	
              Collections
                and Allocations

            	
              41

            
	
              Section
                3.02

            	
              Allocations
                of Finance Charge Collections, the Default Amount and the Trust Servicing
                Fee.

            	
              42

            
	
              Section
                3.03

            	
              Allocations
                of Principal Collections

            	
              42

            
	
              Section
                3.04

            	
              Allocations
                of Finance Charge Collections, the Default Amount, the Servicing
                Fee and
                Principal Collections Allocable to the Transferor Interest of an
                Asset
                Pool.

            	
              42

            
	
              Section
                3.05

            	
              Transfer
                of Defaulted Accounts

            	
              43

            
	
              Section
                3.06

            	
              Adjustments
                for Miscellaneous Credits and Fraudulent Charges.

            	
              43

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Section
                3.07

            	
              Recoveries
                and Interchange.

            	
              44

            
	
               

              ARTICLE
                IV

               

              SERVICING
                OF RECEIVABLES

               

            
	
              Section
                4.01

            	
              Acceptance
                of Appointment and Other Matters Relating to the Servicer.

            	
              46

            
	
              Section
                4.02

            	
              Servicing
                Compensation

            	
              47

            
	
              Section
                4.03

            	
              Representations,
                Warranties and Covenants of the Servicer

            	
              47

            
	
              Section
                4.04

            	
              Reports
                and Records for the Owner Trustee, the Indenture Trustee and the
                Applicable Collateral Agent.

            	
              49

            
	
              Section
                4.05

            	
              Annual
                Certificate of Servicer.

            	
              50

            
	
              Section
                4.06

            	
              Annual
                Servicing Report of Independent Certified Public Accountants; Copies
                of
                Reports Available.

            	
              50

            
	
              Section
                4.07

            	
              Tax
                Treatment

            	
              51

            
	
              Section
                4.08

            	
              Notices
                to Chase USA

            	
              51

            
	
              Section
                4.09

            	
              Reports
                to the Commission

            	
              51

            
	
               

              ARTICLE
                V

               

              ADMINISTRATION
                OF THE TRUST; DUTIES OF THE ADMINISTRATOR

               

            
	
              Section
                5.01

            	
              Appointment
                of Administrator; Duties of Administrator.

            	
              52

            
	
              Section
                5.02

            	
              Records

            	
              57

            
	
              Section
                5.03

            	
              Compensation

            	
              57

            
	
              Section
                5.04

            	
              Additional
                Information To Be Furnished to Issuing Entity

            	
              57

            
	
              Section
                5.05

            	
              Independence
                of Administrator

            	
              57

            
	
              Section
                5.06

            	
              No
                Joint Venture

            	
              57

            
	
              Section
                5.07

            	
              Other
                Activities of Administrator

            	
              58

            
	
              Section
                5.08

            	
              Termination,
                Resignation and Removal of Administrator.

            	
              58

            
	
              Section
                5.09

            	
              Action
                upon Termination, Resignation or Removal

            	
              59

            
	
               

              ARTICLE
                VI

               

              OTHER
                MATTERS RELATING TO EACH TRANSFEROR

               

            
	
              Section
                6.01

            	
              Liability
                of each Transferor

            	
              60

            
	
              Section
                6.02

            	
              Merger
                or Consolidation of, or Assumption of the Obligations of, a
                Transferor.

            	
              60

            
	
              Section
                6.03

            	
              Limitations
                on Liability of Each Transferor

            	
              61

            
	
               

              ARTICLE
                VII

               

              OTHER
                MATTERS RELATING TO THE SERVICER

               

            
	
              Section
                7.01

            	
              Liability
                of the Servicer

            	
              62

            
	
              Section
                7.02

            	
              Merger
                or Consolidation of, or Assumption of the Obligations of, the
                Servicer

            	
              62

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Section
                7.03

            	
              Limitation
                on Liability of the Servicer and Others

            	
              62

            
	
              Section
                7.04

            	
              Servicer
                Indemnification of the Trust, the Owner Trustee, the Indenture Trustee
                and
                each Collateral Agent

            	
              63

            
	
              Section
                7.05

            	
              Resignation
                of the Servicer

            	
              64

            
	
              Section
                7.06

            	
              Delegation
                of Duties

            	
              64

            
	
              Section
                7.07

            	
              Examination
                of Records

            	
              64

            
	
               

              ARTICLE
                VIII

               

              ACQUISITION
                OF TRUST ASSETS

               

            
	
              Section
                8.01

            	
              Acquisition
                of Trust Assets

            	
              65

            
	
               

              ARTICLE
                IX

               

              INSOLVENCY
                EVENTS

               

            
	
              Section
                9.01

            	
              Rights
                upon the Occurrence of an Insolvency Event

            	
              66

            
	
               

              ARTICLE
                X

               

              SERVICER
                DEFAULTS

               

            
	
              Section
                10.01

            	
              Servicer
                Defaults

            	
              67

            
	
              Section
                10.02

            	
              Indenture
                Trustee To Act; Appointment of Successor.

            	
              69

            
	
              Section
                10.03

            	
              Notification
                to Noteholders

            	
              70

            
	
              Section
                10.04

            	
              Waiver
                of Past Defaults

            	
              70

            
	
               

              ARTICLE
                XI

               

              TERMINATION

               

            
	
              Section
                11.01

            	
              Termination
                of Agreement

            	
              71

            
	
               

              ARTICLE
                XII

               

              MISCELLANEOUS
                PROVISIONS

               

            
	
              Section
                12.01

            	
              Amendment;
                Waiver of Past Defaults.

            	
              72

            
	
              Section
                12.02

            	
              Protection
                of Right, Title and Interest in and to Trust Assets.

            	
              73

            
	
              Section
                12.03

            	
              Fees
                Payable by the Transferor

            	
              74

            
	
              Section
                12.04

            	
              GOVERNING
                LAW

            	
              75

            
	
              Section
                12.05

            	
              Notices.

            	
              75

            
	
              Section
                12.06

            	
              Severability
                of Provisions

            	
              76

            
	
              Section
                12.07

            	
              Further
                Assurances

            	
              76

            
	
              Section
                12.08

            	
              No
                Waiver; Cumulative Remedies

            	
              76

            
	
              Section
                12.09

            	
              Counterparts

            	
              77

            
	
              Section
                12.10

            	
              Third-Party
                Beneficiaries

            	
              77

            


    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Section
                12.11

            	
              Actions
                by Noteholders.

            	
              77

            
	
              Section
                12.12

            	
              Rule
                144A Information

            	
              77

            
	
              Section
                12.13

            	
              Merger
                and Integration

            	
              77

            
	
              Section
                12.14

            	
              Headings

            	
              77

            
	
              Section
                12.15

            	
              Limitation
                of Liability

            	
              78

            
	
              Section
                12.16

            	
              No
                Petition

            	
              78

            
	
              Section
                12.17

            	
              Fiscal
                Year

            	
              78

            
	
              Section
                12.18

            	
              Waiver
                of Jury Trial

            	
              78

            
	
               

              ARTICLE
                XIII

               

              COMPLIANCE
                WITH REGULATION AB

               

            
	
              Section
                13.01

            	
              Intent
                of the Parties; Reasonableness.

            	
              79

            
	
              Section
                13.02

            	
              Additional
                Representations and Warranties of the Servicer.

            	
              79

            
	
              Section
                13.03

            	
              Information
                to Be Provided by the Servicer.

            	
              79

            
	
              Section
                13.04

            	
              Report
                on Assessment of Compliance and Attestation

            	
              81

            
	
              Section
                13.05

            	
              Use
                of Subservicers and Servicing Participants.

            	
              82

            


    

    


    


     

    SCHEDULES

     

    Schedule
      1                                List
      of Collateral Certificates

    Schedule
      2                                List
      of Accounts [Deemed Incorporated]

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    EXHIBITS

     

    EXHIBIT
      A-1                          Form
      of Assignment of an Additional Collateral Certificate

    EXHIBIT
      A-2                          Form
      of Assignment of Receivables in Additional Accounts

    EXHIBIT
      B                              Form
      of Reassignment of Receivables in Removed Accounts

    EXHIBIT
      C                             
Form of Annual Servicer’s Certificate

    EXHIBIT
      D-1                          Form
      of Opinion of Counsel with Respect to Amendments

    EXHIBIT
      D-2                          Form
      of Opinion of Counsel with Respect to Collateral Certificates

    EXHIBIT
      D-3                          Provisions
      to be Included in Annual Opinion of Counsel

    EXHIBIT
      E                              Form
      of Power of Attorney

    EXHIBIT
      F                              Form
      of Annual Certification

    EXHIBIT
      G                              Servicing
      Criteria to be Addressed in Assessment of Compliance

    EXHIBIT
      H                              Form
      of Opinion of Counsel Regarding Additional Accounts

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      This
        THIRD AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT (the
“Agreement”) among CHASE BANK USA, NATIONAL ASSOCIATION (the
“Bank” or “Chase USA”), a national banking association, as
        Transferor, Servicer and Administrator, the CHASE ISSUANCE TRUST, a statutory
        business trust created under the laws of the State of Delaware, as Issuing
        Entity, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
        association, as Indenture Trustee and Collateral Agent, is made and entered
        into
        as of December 19, 2007.

       

      RECITALS

       

      WHEREAS,
        the predecessor to Chase USA, the Issuing Entity and the Indenture Trustee
        and
        Collateral Agent have heretofore executed and delivered a Transfer and Servicing
        Agreement, dated as of May 1, 2002 (as amended and supplemented or otherwise
        modified through the date hereof, including by the Assumption Agreement,
        dated
        as of October 1, 2004, by Chase USA, as successor Transferor, Servicer and
        Administrator, in favor of and for the benefit of the Issuing Entity, the
        Indenture Trustee and the Collateral Agent, the “Original Transfer and
        Servicing Agreement”);

       

      WHEREAS,
        the parties hereto have heretofore executed and delivered an Amended and
        Restated Transfer and Servicing Agreement, dated as of October 15, 2004,
        as
        amended by the First Amendment thereto, dated as of May 10, 2005, and a Second
        Amendment thereto, dated as of February 1, 2006 (as amended, supplemented
        or
        otherwise modified, the “Amended and Restated Transfer and Servicing
        Agreement”);

       

      WHEREAS,
        the parties hereto have heretofore executed and delivered a Second Amended
        and
        Restated Transfer and Servicing Agreement, dated as of March 14, 2006 (as
        amended, supplemented or otherwise modified, the “Second Amended and Restated
        Transfer and Servicing Agreement”);

       

      WHEREAS,
        the parties hereto desire to amend and restate the Second Amended and Restated
        Transfer and Servicing Agreement to read in its entirety as set forth
        below;

       

      WHEREAS,
        subsection 12.01(a) of the Second Amended and Restated Transfer and Servicing
        Agreement provides that the Servicer, the Transferor, the Administrator and
        the
        Issuing Entity may amend the Second Amended and Restated Transfer and Servicing
        Agreement by a written instrument signed by each of them, without the consent
        of
        the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided
        that (i) each Transferor shall have delivered to the Indenture Trustee and
        the
        Owner Trustee an Officer’s Certificate, dated the date of any such amendment,
        stating that such Transferor reasonably believes that such amendment will
        not
        have an Adverse Effect and (ii) the Note Rating Agency Condition shall have
        been
        satisfied;

       

      WHEREAS,
        the Indenture Trustee and Owner Trustee have received from each Transferor
        an
        Officer’s Certificate, dated the date hereof, stating that such Transferor
        reasonably believes that such amendment will not have an Adverse Effect and
        that
        the Note Rating Agency Condition has been satisfied; and

       

      WHEREAS,
        all conditions precedent to the execution of this Agreement have been complied
        with;

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      NOW,
        THEREFORE, the parties hereto hereby agree that effective on and as of the
        date
        hereof, the Second Amended and Restated Transfer and Servicing Agreement
        is
        hereby amended and restated in its entirety as follows:

       

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01        Definitions.  Whenever
        used in this Agreement, the following words and phrases shall have the following
        meanings, and the definitions of such terms are applicable to the singular
        as
        well as the plural forms of such terms and to the masculine as well as to
        the
        feminine and neuter genders of such terms.

       

      “Account”
        means each revolving credit card account established pursuant to a Credit
        Card
        Agreement between Chase USA or an Affiliate and any Person, identified by
        account number and by the Receivable balance as of the related Addition Cut-Off
        Date in a list (in the form of a computer file, microfiche list, CD-ROM or
        such
        other form as is agreed upon between the Transferor and the applicable
        Collateral Agent) delivered to the applicable Collateral Agent, as designee
        of
        the Issuing Entity, by the applicable Transferor pursuant to subsection
        2.12(c).  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.

       

      “Account
        Assignment” has the meaning specified in subsection
        2.12(c)(iv).

       

      “Account
        Owner” means Chase USA or any Affiliate which is the issuing entity of the
        credit card relating to an Account pursuant to a Credit Card
        Agreement.

       

      “Addition
        Cut-Off Date” means, with respect to any Additional Account, the date as of
        which such Additional Account shall have been selected by the Transferor
        for
        inclusion as an Account pursuant to Section 2.12.

       

      “Addition
        Date” has the meaning specified in subsection 2.12(a)(i).

       

      “Additional
        Account” means each additional Eligible Account owned by an Account Owner
        and designated for inclusion as an Account pursuant to Section
        2.12.

       

      “Additional
        Collateral Certificate” means each additional Collateral Certificate
        designated for inclusion as a Collateral Certificate by the applicable
        Transferor to the Trust pursuant to Section 2.12.

       

      “Additional
        Transferors” has the meaning specified in Section 2.07.

       

      “Adjustment
        Payment” has the meaning specified in subsection 3.06(a).

       

      “Administrator”
        means Chase USA, in its capacity as Administrator pursuant to this Agreement,
        and any successors or assigns.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Aggregate
        Addition Limit” means, with respect to any Asset Pool, the aggregate number
        of Additional Accounts that may be designated as belonging to such Asset
        Pool
        without prior satisfaction of the Note Rating Agency Condition, equal to
        the
        aggregate number of Additional Accounts which would either (x) with respect
        to
        any consecutive three-month period, equal 15% of the aggregate number of
        Accounts designated for inclusion in such Asset Pool as of the first day
        of such
        three-month period or (y) with respect to any twelve-month period, equal
        20% of
        the aggregate number of Accounts as of the first day of such twelve-month
        period.

       

      “Agreement”
        means this Third Amended and Restated Transfer and Servicing
        Agreement.

       

      “Amendment
        Closing Date” means December 19, 2007.

       

      “Annual
        Membership Fee” has the meaning specified in the Credit Card Agreement
        applicable to each Account for annual membership fees or similar
        fees.

       

      “Appointment
        Day” has the meaning specified in Section 9.01.

       

      “Authorized
        Officer” means, with respect to the Issuing Entity, (a) an authorized
        signatory of the Owner Trustee, or (b) the chairman or vice-chairman of the
        board of directors, chairman or vice-chairman of the executive committee
        of the
        board of directors, the president, any vice-president, the secretary, any
        assistant secretary, the treasurer, or any assistant treasurer, in each case
        of
        the Owner Trustee, or any other officer or employee of the Owner Trustee
        who is
        authorized to act on behalf of the Issuing Entity.

       

      “Cash
        Advance Fees” has the meaning specified in the Credit Card Agreement
        applicable to each Account for cash advance fees or similar fees.

       

      “Certificate
        Assignment” has the meaning specified in subsection 2.12(c)(v).

       

      “Chase
        CC Issuance Date” means the issuance date of the Chase Collateral
        Certificate pursuant to the Series 2004-CC Supplement.

       

      “Chase
        Collateral Certificate” means the Collateral Certificate issued by the Chase
        Credit Card Master Trust pursuant to the Series 2004-CC Supplement to the
        Chase
        Credit Card Master Trust Pooling and Servicing Agreement.

       

      “Chase
        Credit Card Master Trust Pooling and Servicing Agreement” means the Fifth
        Amended and Restated Pooling and Servicing Agreement, dated as of December
        19,
        2007, as amended and supplemented, including by the Series 2004-CC
        Supplement.

       

      “Collateral”
        has, with respect to any Asset Pool, the meaning specified in the Granting
        Clause in the applicable Asset Pool Supplement for such Asset Pool.

       

      “Collateral
        Agent” has, with respect to any Asset Pool, the meaning specified in the
        applicable Asset Pool Supplement.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Collateral
        Certificate Principal Shortfall Payments” means amounts received on each
        Collateral Certificate in respect of Principal Shortfalls (as such term is
        defined in the applicable Series Supplement).

       

      “Collection
        Account” has, with respect to each Asset Pool, the meaning specified in the
        applicable Asset Pool Supplement for such Asset Pool.

       

      “Collections”
        means, with respect to any Asset Pool, for any Monthly Period, the sum of
        (i)
        with respect to Receivables designated for inclusion in such Asset Pool,
        all
        payments by or on behalf of Obligors received in respect of the Receivables,
        in
        the form of cash, checks, wire transfers, electronic transfers, ATM transfers
        or
        any other form of payment in accordance with a Credit Card Agreement in effect
        from time to time and all other amounts specified by this Agreement, the
        Indenture or any Indenture Supplement as constituting Collections on the
        Receivables and (ii) with respect to any Collateral Certificate designated
        for
        inclusion in such Asset Pool, collections allocable to the holder of such
        Collateral Certificate pursuant to the applicable Series
        Supplement.  Collections of Recoveries will be treated as Collections
        of Principal Receivables; provided, however, that to the extent
        the amount of Recoveries received with respect to any Monthly Period exceeds
        the
        aggregate amount of Principal Receivables (other than Ineligible Receivables)
        in
        Accounts that became Defaulted Accounts during such Monthly Period, the amount
        of such excess shall be treated as Collections of Finance Charge
        Receivables.  Collections, with respect to any Asset Pool, for any
        Monthly Period, shall include the Interchange Amount, if any, with respect
        to
        such Asset Pool for such Monthly Period, to be applied as if such amount
        were
        Collections of Finance Charge Receivables for such Monthly Period.

       

      “Credit
        Adjustment” has the meaning specified in subsection 3.06(a).

       

      “Credit
        Card Agreement” means, with respect to a revolving credit card account, the
        agreement and Federal Truth in Lending Statement for revolving credit card
        accounts between the Account Owner and the Obligor governing the terms and
        conditions of such account, as such agreements may be amended, modified or
        otherwise changed from time to time and as distributed (including any amendments
        and revisions thereto) to holders of such credit card account.

       

      “Credit
        Card Guidelines” means the respective policies and procedures of the Account
        Owner, as the case may be, as such policies and procedures may be amended
        from
        time to time, (a) relating to the operation of its credit card business,
        which
        generally are applicable to its portfolio of revolving credit card accounts
        and
        in each case which are consistent with prudent practice, including the policies
        and procedures for determining the creditworthiness of credit card customers
        and
        the extension of credit to credit card customers, and (b) relating to the
        maintenance of revolving credit card accounts and collection of credit card
        receivables.

       

      “Cut-Off
        Date” means, with respect to an Initial Account, the “Addition Cut-Off Date”
specified in the related Initial Account Assignment and, with respect
        to an
        Additional Account, the Addition Cut-Off Date for such Additional
        Account.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Date
        of Processing” means, with respect to any transaction the date on which such
        transaction is first recorded on the Servicer’s computer file of accounts
        (without regard to the effective date of such recordation).

       

      “Default
        Amount” means, with respect to any Asset Pool, for any Monthly Period, the
        sum of (1) with respect to Receivables designated for inclusion in such Asset
        Pool, an amount (which shall not be less than zero) equal to (a) the aggregate
        amount of Principal Receivables (other than Ineligible Receivables) in Accounts
        designated for inclusion in such Asset Pool which became Defaulted Accounts
        during such Monthly Period on the day each such Account became a Defaulted
        Account, minus (b) the aggregate amount of Recoveries received in such Monthly
        Period (not to exceed the amount set forth in clause (a)) in respect of
        Defaulted Accounts in such Asset Pool for such Monthly Period and (2) with
        respect to any Collateral Certificate designated for inclusion in such Asset
        Pool, the investor default amount or similar amount allocated to the holder
        of
        the Collateral Certificate for such Monthly Period pursuant to the applicable
        Series Supplement.

       

      “Defaulted
        Account” means 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 revolving credit card 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.

       

      “Delaware
        Act” means the Asset-Backed Securities Facilitation Act located in Title 6,
        Chapter 27A of the Delaware Code.

       

      “Derivative
        Agreement” has, with respect to any Series, Class or Tranche of Notes, the
        meaning specified in the Indenture.

       

      “Determination
        Date”  has the meaning specified in the applicable Asset Pool
        Supplement.

       

      “Discount
        Option Date” has the meaning specified in subsection 2.15(a)
        hereof.

       

      “Discount
        Receivables” means, with respect to any Asset Pool, the Gross Principal
        Receivables so designated as such pursuant to the designation formula as
        described in subsection 2.15(a).  The aggregate amount of Discount
        Receivables outstanding on any Date of Processing occurring on or after the
        Discount Option Date, shall equal the sum of (a) the aggregate Discount
        Receivables at the end of the prior Date of Processing (which amount, prior
        to
        the Discount Option Date, shall be zero) plus (b) any new Discount Receivables
        created on such Date of Processing minus (c) any Discount Receivables
        Collections received on such Date of Processing.  Discount Receivables
        created on any Date of Processing shall mean the product of the amount of
        the
        Gross Principal Receivables arising in Accounts on such Date of Processing
        specified in accordance with subsection 2.15(a) and the applicable Yield
        Factor.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Discount
        Receivables Collections” means, with respect to any Asset Pool, on any Date
        of Processing occurring in any Monthly Period succeeding the Monthly Period
        in
        which the Discount Option Date occurs, the product of (a) the Yield Factor
        and
        (b) Collections of Gross Principal Receivables outstanding in such Asset
        Pool on
        such Date of Processing.

       

      “Dollars,”
        “$” or “U.S. $” means United States dollars.

       

      “Eligible
        Account” means a revolving credit card account owned by an Account Owner
        which meets the following requirements as of the Addition Cut-Off
        Date:

       

      (a)           is
        a revolving credit card account in existence and maintained with an Account
        Owner;

       

      (b)           is
        payable in Dollars;

       

      (c)           has
        an Obligor who has provided, as his or her most recent billing address, an
        address located in the United States or its territories or possessions or
        a
        military address;

       

      (d)           has
        an Obligor who has not been identified by the Servicer in its computer files
        as
        being involved in a voluntary or involuntary bankruptcy proceeding;

       

      (e)           has
        not been classified by the Servicer as cancelled, counterfeit, deleted,
        fraudulent, stolen or lost;

       

      (f)           does
        not have Receivables which are at the time of transfer sold or pledged to
        any
        other party;

       

      (g)           which
        has not been charged-off by the Servicer in its customary and usual manner
        for
        charging-off revolving credit card accounts as of their date of designation
        for
        inclusion in the Trust; and

       

      (h)           has
        an Obligor who has not been identified by the Servicer as being
        deceased.

       

      “Eligible
        Collateral Certificate” means a Collateral Certificate that has been duly
        authorized by the applicable Transferor and validly issued by the applicable
        Master Trust and is entitled to the benefits of the applicable Pooling and
        Servicing Agreement and with respect to which the representations and warranties
        made in subsections 2.04(a)(ii), (iii), (iv), (v), (vi), (vii) and (viii)
        are
        true and correct in all material respects.

       

      “Eligible
        Receivable” means each Receivable:

       

      (a)           which
        has arisen in an Eligible Account (as of the relevant Addition Cut-Off
        Date);

       

      (b)           which
        was created in compliance in all material respects with all Requirements
        of Law
        applicable to the institution which owned such Receivable at the time of
        its


       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

        creation
          and pursuant to a Credit Card Agreement which complies in all material
          respects
          with all Requirements of Law applicable to the applicable Account Owner,
          as the
          case may be;

      

       

      (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 in connection with the creation of such Receivable
        or the execution, delivery and performance by the applicable Account Owner,
        as
        the case may be, 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;

       

      (d)           as
        to which at the time of the transfer of such Receivable to the Trust, the
        applicable Transferor or the Trust has good and marketable title thereto,
        free
        and clear of all Liens occurring under or through such applicable Transferor
        or
        any of its Affiliates (other than Liens permitted pursuant to subsection
        2.04(a)(v));

       

      (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
        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);

       

      (f)           which
        constitutes an “account” under and as defined in Article 9 of the UCC;
        and

       

      (g)           which
        is not subject to any setoff, right of rescission, counterclaim, or other
        defense, including the defense of usury, other than defenses arising out
        of
        applicable bankruptcy, insolvency, reorganization, moratorium, or other similar
        laws affecting the enforcement of creditors’ rights in general.

       

      “Eligible
        Servicer” means Chase USA or the Indenture Trustee or, if neither Chase USA
        nor the Indenture Trustee is acting as Servicer, an entity which, at the
        time of
        its appointment as Servicer, (a) is servicing a portfolio of revolving credit
        card accounts, (b) is legally qualified and has the capacity to service the
        Accounts, (c) in the sole determination of the Indenture Trustee, which
        determination shall be conclusive and binding, has demonstrated the ability
        to
        service professionally and competently a portfolio of similar accounts in
        accordance with high standards of skill and care, (d) is qualified to use
        the
        software that is then being used to service the Accounts or obtains the right
        to
        use or has its own software which is adequate to perform its duties under
        this
        Agreement and (e) has a net worth of at least $50,000,000 as of the end of
        its
        most recent fiscal quarter.

       

      “ERISA”
        means the Employee Retirement Income Security Act of 1974, as amended from
        time
        to time.

       

      “Excess
        Funding Account” has, with respect to any Asset Pool, the meaning specified
        in the applicable Asset Pool Supplement for such Asset Pool.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended from time to time
        (15 U.S.C. 78a et seq.).

       

      “Finance
        Charge Collections” means, with respect to any Asset Pool, for any Monthly
        Period, the sum of (a) with respect to Receivables designated for inclusion
        in
        such Asset Pool, all Collections received by the Servicer on behalf of the
        Issuing Entity of Finance Charge Receivables (including Discount Receivables
        Collections and Recoveries received for such Monthly Period to the extent
        such
        Recoveries are deemed Finance Charge Collections under the definition of
        “Collections” above), (b) with respect to any Collateral Certificate designated
        for inclusion in such Asset Pool, collections of finance charge receivables
        allocable to the holder of the Collateral Certificate for such Monthly Period
        pursuant to the applicable Series Supplement and (c) any amounts received
        by the
        Issuing Entity which are designated as Finance Charge Collections pursuant
        to
        any Asset Pool Supplement or Indenture Supplement for such Monthly
        Period.   Finance Charge Collections with respect to any Monthly
        Period shall include the Interchange Amount (if any) paid to the Trust with
        respect to such Asset Pool with respect to such Monthly Period (to the extent
        received by the Trust and deposited into the applicable Collection Account
        on
        the First Note Transfer Date following such Monthly Period).

       

      “Finance
        Charge Receivables” means Receivables created in respect of the Periodic
        Finance Charges, Annual Membership Fees, Cash Advance Fees, Late Fees, Overlimit
        Fees, return check fees and similar fees and charges and Discount
        Receivables.

       

      “First
        Note Transfer Date” has, with respect to any Asset Pool, the meaning
        specified in the applicable Asset Pool Supplement for such Asset
        Pool.

       

      “First
        USA Collateral Certificate” means the Collateral Certificate issued by the
        First USA Credit Card Master Trust pursuant to the Series 2002-CC Supplement
        to
        the First USA Credit Card Master Trust Pooling and Servicing
        Agreement.

       

      “First
        USA Credit Card Master Trust Pooling and Servicing Agreement” means the
        Third Amended and Restated Pooling and Servicing Agreement, dated as of December
        19, 2007, as amended and supplemented, including by the Series 2002-CC
        Supplement.

       

      “Fitch”
        means Fitch, Inc. or any successor thereto.

       

      “Governmental
        Authority” means 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.

       

      “Gross
        Principal Receivables” means Receivables other than (i) Periodic Finance
        Charges, Annual Membership Fees, Cash Advance Fees, Late Fees, Overlimit
        Fees,
        return check fees and similar fees and other charges and (ii) Receivables
        in
        Defaulted Accounts.

       

      “Increase
        Date” has the meaning specified in subsection 2.12(a)(i).

       

      “Indenture”
        means the Third Amended and Restated Indenture, dated as of December 19,
        2007,
        between the Issuing Entity and the Indenture Trustee.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Ineligible
        Collateral Certificate” has the meaning specified in subsection
        2.05(c).

       

      “Ineligible
        Receivables” has the meaning specified in subsection 2.05(c).

       

      “Initial
        Account Assignments” means, collectively, Assignment No. 1 of Receivables in
        Additional Accounts, dated as of November 29, 2002, Assignment No. 2 of
        Receivables in Additional Accounts, dated as of March 24, 2003, Assignment
        No. 3
        of Receivables in Additional Accounts, dated as of August 18, 2003, Assignment
        No. 4 of Receivables in Additional Accounts, dated as of March 26, 2004,
        Assignment No. 5 of Receivables in Additional Accounts, dated as of December
        17,
        2004, Assignment No. 6 of Receivables in Additional Accounts, dated as of
        May
        16, 2005, Assignment No. 7 of Receivables in Additional Accounts, dated as
        of
        August 17, 2005, Assignment No. 8 of Receivables in Additional Accounts,
        dated
        as of September 30, 2005, Assignment No. 9 of Receivables in Additional
        Accounts, dated as of November 10, 2005, Assignment No. 10 of Receivables
        in
        Additional Accounts, dated as of May 30, 2006, Assignment No. 11 of Receivables
        in Additional Accounts, dated as of August 29, 2006, Assignment No. 12 of
        Receivables in Additional Accounts, dated as of November 28, 2006, Assignment
        No. 13 of Receivables in Additional Accounts, dated as of February 26, 2007,
        Assignment No. 14 of Receivables in Additional Accounts, dated as of March
        28,
        2007, Assignment No. 15 of Receivables in Additional Accounts, dated as of
        June
        27, 2007, Assignment No. 16 of Receivables in Additional Accounts, dated
        as of
        October 19, 2007, Assignment No. 17 of Receivables in Additional Accounts,
        dated
        as of November 15, 2007 and Assignment No. 18 of Receivables in Additional
        Accounts, dated December 18, 2007, each between the Bank and the Issuing
        Entity.

       

      “Initial
        Accounts” means the Accounts designated pursuant to the Initial Account
        Assignments.

       

      “Initial
        Collateral Certificates” means the First USA Collateral Certificate issued
        pursuant to the First USA Credit Card Master Trust Pooling and Servicing
        Agreement and the related Series 2002-CC Supplement thereto and the Chase
        Collateral Certificate issued pursuant to the Chase Credit Card Master Trust
        Pooling and Servicing Agreement and the related Series 2004-CC Supplement
        thereto.

       

      “Initial
        Issuance Date” means May 1, 2002.

       

      “Insolvency
        Event” has the meaning specified in Section 9.01.

       

      “Insurance
        Proceeds” means 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”
        means interchange fees payable to the Servicer with respect to the Accounts
        by
        the Account Owner, in its capacity as credit card issuer, through bankcard
        associations or other similar organizations.

       

      “Interchange
        Amount” means, with respect to any Asset Pool for any Monthly Period, an
        amount determined by the Account Owner, in its sole discretion, to be reasonably
        representative of the amount of Interchange generated by the Receivables
        arising
        in the Accounts of such Account Owner.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “Internal
        Revenue Code” means the Internal Revenue Code of 1986, as amended from time
        to time.

       

      “Invested
        Amount” has, with respect to any Collateral Certificate, the meaning
        specified in the applicable Series Supplement for such Collateral
        Certificate.

       

      “Investor
        Certificate” has the meaning specified in the applicable Pooling and
        Servicing Agreement.

       

      “Issuance
        Date” means each date on which a Series, Class or Tranche of Notes is issued
        pursuant to the Indenture.

       

      “Issuing
        Entity” means Chase Issuance Trust, a Delaware statutory trust.

       

      “Late
        Fees” has the meaning specified in the Credit Card Agreement applicable to
        each Account for late fees or similar fees.

       

      “Lien”
        means any mortgage, deed of trust, pledge, hypothecation, assignment,
        participation or equity interest, deposit arrangement, encumbrance, lien
        (statutory or other), preference, priority or other security agreement or
        preferential arrangement of any kind or nature whatsoever, including any
        conditional sale or other title retention agreement, any financing lease
        having
        substantially the same economic effect as any of the foregoing and the filing
        of
        any financing statement under the UCC (other than any such financing statement
        filed for informational purposes only) or comparable law of any jurisdiction
        to
        evidence any of the foregoing.

       

      “Master
        Trust Servicer” means the entity responsible for the servicing obligations
        under the applicable Pooling and Servicing Agreement.

       

      “Master
        Trust Transferor” means the entity acting as transferor under the applicable
        Pooling and Servicing Agreement.

       

      “Master
        Trust Trustee” means the entity acting as trustee under the applicable
        Pooling and Servicing Agreement.

       

      “Minimum
        Pool Balance” has, with respect to any Asset Pool, the meaning specified in
        the applicable Asset Pool Supplement for such Asset Pool.

       

      “Monthly
        Servicer’s Certificate” means the certificate delivered by the Servicer as
        described in subsection 4.04(b).

       

      “Moody’s”
        means Moody’s Investors Service, Inc., or its successor.

       

      “Nominal
        Liquidation Amount” has, with respect to any Series, Class or Tranche of
        Notes, the meaning specified in the applicable Indenture Supplement for such
        Series, Class or Tranche of Notes.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Nominal
        Liquidation Amount Deficit” has, with respect to any Series, Class or
        Tranche of Notes, the meaning specified in the applicable Indenture Supplement
        for such Series, Class or Tranche of Notes.

       

      “Note
        Rating Agency Condition” means, at any time with respect to any Series,
        Class or Tranche of Notes, the written confirmation of the Note Rating Agency
        that a specified event or modification of the terms of such Series, Class
        or
        Tranche of Notes will not result in the withdrawal or downgrade by such Note
        Rating Agency of the rating of the Notes of any Series, Class or Tranche
        then in
        effect.

       

      “Note
        Transfer Date” has, with respect to any Asset Pool, the meaning specified in
        the applicable Asset Pool Supplement for such Asset Pool.

       

      “Noteholder
        Percentage” means, for any Series of Notes, with respect to Principal
        Collections, Finance Charge Collections, the Default Amount and the Servicing
        Fee of any Asset Pool, the percentage stated in the applicable Indenture
        Supplement for such Series of Notes.

       

      “Notice
        Date” has the meaning specified in subsection 2.12(c)(i).

       

      “Notices”
        has the meaning specified in subsection 12.05(a).

       

      “Obligor”
        means, with respect to any Account, the Person or Persons obligated to make
        payments with respect to such Account, including any guarantor thereof, but
        excluding any merchant.

       

      “Officer’s
        Certificate” means a certificate signed by the Owner Trustee, the
        Administrator or the Servicer and delivered to the Indenture Trustee or the
        applicable Collateral Agent or a certificate signed by the applicable Transferor
        and delivered to the Owner Trustee, the Indenture Trustee or the applicable
        Collateral Agent.  Wherever this Agreement requires that an Officer’s
        Certificate be signed also by an accountant or other expert, such accountant
        or
        other expert (except as otherwise expressly provided in this Agreement) may
        be
        an employee of the Owner Trustee, the Administrator or the
        Servicer.

       

      “Opinion
        of Counsel” means a written opinion of counsel acceptable to the Owner
        Trustee and the Indenture Trustee, who may, without limitation, and except
        as
        otherwise expressly provided in this Agreement, be an employee of or of counsel
        to the Issuing Entity, the Servicer or any of their Affiliates.

       

      “Overlimit
        Fees” has the meaning specified in the Credit Card Agreement applicable to
        each Account for overlimit fees or similar fees if such fees are provided
        for
        with respect to such Account.

       

      “Periodic
        Finance Charges” has the meaning specified in the Credit Card Agreement
        applicable to each Account for finance charges (due to periodic rate) or
        any
        similar term.

       

      “Pool
        Balance” has, with respect to any Asset Pool, the meaning specified in the
        applicable Asset Pool Supplement for such Asset Pool.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Principal
        Collections” means, with respect to any Asset Pool, for any Monthly Period,
        the sum of (1) with respect to Receivables designated for inclusion in such
        Asset Pool, all Collections other than those designated as Finance Charge
        Collections on Accounts designated for such Monthly Period and (2) with respect
        to any Collateral Certificate designated for inclusion in such Asset Pool,
        all
        collections of principal receivables, including Collateral Certificate Principal
        Shortfall Payments, allocable to the holder of such Collateral Certificate
        for
        such Monthly Period pursuant to the applicable Series Supplement.

       

      “Principal
        Receivables” means Gross Principal Receivables minus Discount
        Receivables.   In calculating the aggregate amount of Principal
        Receivables for any Monthly Period, the amount of Principal Receivables shall
        be
        reduced by the aggregate amount of credit balances in the Accounts on the
        last
        day of such Monthly Period.  Any Principal Receivables which a
        Transferor is unable to transfer as provided in Section 2.14 or 9.01 shall
        not
        be included in calculating the amount of Principal Receivables.

       

      “Reassignment”
        has the meaning specified in subsection 2.13(b)(iv).

       

      “Reassignment
        Amount” means, with respect to the Receivables or a particular Collateral
        Certificate designated for inclusion in any Asset Pool, subject to reassignment
        pursuant to Section 2.06, for any First Note Transfer Date, unless otherwise
        provided in the related Asset Pool Supplement, the sum of (a)(i) an amount
        equal
        to the outstanding principal balance of such Receivables designated for
        inclusion in such Asset Pool or (ii) the Invested Amount of such Collateral
        Certificate designated for inclusion in such Asset Pool plus (b) accrued
        and
        unpaid interest, determined based upon a weighted average interest rate,
        through
        such Payment Date, on Notes secured by the related Asset Pool with an
        outstanding principal amount equal to the applicable amount specified in
        clause
        (a).

       

      “Receivables”
        means any amount owing by the Obligors including amounts owing for the payment
        of goods and services, cash advances, access checks, Annual Membership Fees,
        Cash Advance Fees, Periodic Finance Charges, Late Fees, Overlimit Fees, return
        check fees and similar fees and charges, if any.

       

      “Receivables
        Purchase Agreement” means any receivables purchase agreement entered into
        between a special purpose entity and the applicable Account Owner for the
        sale
        of receivables to the special purpose entity if such special purpose entity
        either transfers Receivables or a Collateral Certificate secured by such
        receivables to the Issuing Entity.

       

      “Recoveries”
        means, with respect to any Asset Pool, all net amounts received, including
        Insurance Proceeds, by the Servicer with respect to Receivables in Defaulted
        Accounts, including amounts received by the Servicer from the purchaser or
        transferee with respect to the sale or other disposition of Receivables in
        Defaulted Accounts.

       

      “Regulation
        AB” means 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, 

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

        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.

      

       

      “Related
        Agreements” means, with respect to any Series, Class or Tranche of Notes,
        collectively, the Indenture, any applicable Indenture Supplement, any applicable
        Asset Pool Supplement, any applicable Terms Document and the Trust
        Agreement.

       

      “Removal
        Cut-Off Date” means, with respect to any Removed Account, the date as of
        which the Receivable in such Removed Account shall have been selected by
        the
        Transferor for removal from the Trust pursuant to Section 2.13; provided,
however, that in no event shall a Removal Cut-Off Date be greater
        than
        ten months prior to the related Removal Date.

       

      “Removal
        Date” has the meaning specified in subsection 2.13(a).

       

      “Removal
        Notice Date” has the meaning specified in subsection 2.13(a).

       

      “Removed
        Accounts” has the meaning specified in subsection 2.13(a).

       

      “Required
        Transferor Amount” has, with respect to any Asset Pool, the meaning
        specified in the applicable Asset Pool Supplement for such Asset
        Pool.

       

      “Requirements
        of Law” means, for any Person, the certificate of incorporation or articles
        of association and by-laws or other organizational or governing documents
        of
        such Person, and any law, treaty, rule or regulation, or determination of
        an
        arbitrator or Governmental Authority, whether federal, state or local (including
        usury laws, the Federal Truth in Lending Act and Regulation B and Regulation
        Z
        of the Board of Governors of the Federal Reserve System).

       

      “Sarbanes
        Certification” means 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.

       

      “Secured
        Obligations” has  the meaning specified in Section
        2.01.

       

      “Securities
        Act” means the Securities Act of 1933, as amended from time to time (15
        U.S.C. 77a et seq.).

       

      “Securitization
        Transaction” means any new Notes issued by the Issuing Entity, whether
        publicly offered or privately placed, rated or unrated.

       

      “Series
        2002-CC Supplement” means the supplement to the First USA Credit Card Master
        Trust Pooling and Servicing Agreement, dated as of October 15, 2004, by and
        between Chase USA, as Transferor and Servicer, and The Bank of New York
        (Delaware), as Trustee.

       

      “Series
        2004-CC Supplement” means the supplement to the Chase Credit Card Master
        Trust Pooling and Servicing Agreement, dated as of October 20, 2004, by and
        between 

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

        Chase
          USA, as Transferor and Servicer, and The Bank of New York, as Trustee and
          Paying
          Agent.

      

       

      “Service
        Transfer” has the meaning specified in Section 10.01.

       

      “Servicer”
        means Chase USA, in its capacity as Servicer pursuant to this Agreement,
        and,
        after any Service Transfer, the Successor Servicer.

       

      “Servicer
        Default” has the meaning specified in Section 10.01.

       

      “Servicer
        Rating Event” means the Servicer’s failure to maintain a short-term credit
        rating of at least “A-1” by Standard & 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 Note Rating Agency
        Condition.

       

      “Servicing
        Criteria” means the “servicing criteria” set forth in Item 1122(d) of
        Regulation AB.

       

      “Servicing
        Fee” has, with respect to any Asset Pool, the meaning specified in the
        applicable Asset Pool Supplement for such Asset Pool.

       

      “Servicing
        Participant” means 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.

       

      “Servicing
        Party” has the meaning specified in subsection 13.03(a).

       

      “SFAS
        140” means Statement of Financial Accounting Standards No. 140, Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities (or any replacement Financial Accounting Standards Board statement,
        or amendment or interpretation thereof).

       

      “Standard
        & Poor’s” means Standard & Poor’s Ratings Services, or its
        successor.

       

      “Static
        Pool Information” means static pool information as described in
        Items 1105(b) and 1105(c) of Regulation AB.

       

      “Subservicer”
        means 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 other 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 Transaction Document that are identified in Item
        1122(d) of Regulation AB.

       

      “Successor
        Servicer” has the meaning specified in subsection 10.02(a).

       

      “Supplemental
        Bank Account” has, with respect to any Asset Pool, the meaning specified in
        the applicable Asset Pool Supplement for such Asset Pool.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      “Supplemental
        Credit Enhancement” means any Supplemental Credit Enhancement Agreement or
        Supplemental Liquidity Agreement entered into between the Issuing Entity
        and the
        applicable Supplemental Credit Enhancement Provider or Supplemental Liquidity
        Provider.

       

      “Targeted
        Interest Deposit Amount” has, with respect to any Series, Class or Tranche
        of Notes, the meaning specified in the applicable Indenture Supplement for
        such
        Series, Class or Tranche of Notes.

       

      “Targeted
        Principal Deposit Amount” has, with respect to any Series, Class or Tranche
        of Notes, the meaning specified in the applicable Indenture Supplement for
        such
        Series, Class or Tranche of Notes.

       

      “Termination
        Notice” has the meaning specified in Section 10.01.

       

      “Transaction
        Document” means the Trust Agreement, the applicable Series Supplement, the
        applicable Asset Pool Supplement, the Indenture or the related Indenture
        Supplement, as applicable.

       

      “Transfer
        Restriction Event” has the meaning specified in Section 2.14.

       

      “Transferor”
        means (a) Chase USA or its successor under this Agreement and (b) any Additional
        Transferor or Transferors.  References to “each Transferor” shall
        refer to each entity mentioned in the preceding sentence and references to
“the
        Transferor” shall refer to all of such entities.

       

      “Transferor
        Amount” has, with respect to any Asset Pool, the meaning specified in the
        applicable Asset Pool Supplement for such Asset Pool.

       

      “Transferor
        Certificate” has, with respect to any Asset Pool, the meaning specified in
        the applicable Asset Pool Supplement for such Asset Pool.

       

      “Transferor
        Interest” means, with respect to any Asset Pool, the interest in such Asset
        Pool not represented by issued and Outstanding Notes secured by that Asset
        Pool.

       

      “Transferor
        Percentage” means, with respect to any Asset Pool for any Monthly Period,
        the percentage in such Asset Pool not represented by the aggregate of the
        Noteholder Percentage for all Series secured by such Asset Pool.

       

      “Transferred
        Account” means (a) an Account with respect to which a new credit account
        number has been issued by the Account Owner under circumstances resulting
        from a
        lost or stolen credit card or from the transfer from one affinity group to
        another affinity group or otherwise and not requiring standard application
        and
        credit evaluation procedures under the Credit Card Guidelines or (b) an Eligible
        Account resulting from a status change, including 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 the case of (a) or (b), can be traced or
        identified by reference to or by way of the computer files delivered to the
        applicable Collateral Agent, as designee of the Issuing Entity, as an account
        into which an Account has been transferred.

       

       

      
        
          
          

        

        
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      “Trust”
        means the Chase Issuance Trust, a Delaware statutory business
        trust.

       

      “Trust
        Agreement” means the Third Amended and Restated Trust Agreement relating to
        the Trust, dated as of March 14, 2006, between the Transferor and the Owner
        Trustee.

       

      “Trust
        Assets” has the meaning specified in Section 2.01.

       

      “Trust
        Servicing Fee” has the meaning specified in Section 4.02.

       

      “Trust
        Termination Date” means the date on which the Trust is dissolved in
        accordance with Section 8.01 of the Trust Agreement.

       

      “Yield
        Factor” has the meaning specified in subsection 2.15(a).

       

      Section
        1.02        Other Definitional
        Provisions.

       

      (a)           The
        terms defined in this Article have the meanings assigned to them in this
        Article, and, along with any other term defined in any Section of this
        Agreement, include the plural as well as the singular.

       

      (b)           With
        respect to any Series, all terms used herein and not otherwise defined herein
        shall have meanings ascribed to them in the applicable Transaction
        Document.

       

      (c)           All
        terms defined in this Agreement shall have the defined meanings when used
        in any
        certificate or other document made or delivered pursuant hereto unless otherwise
        defined therein.

       

      (d)           As
        used in this Agreement and in any certificate or other document made or
        delivered pursuant hereto or thereto, accounting terms not defined in this
        Agreement or in any such certificate or other document, and accounting terms
        partly defined in this Agreement or in any such certificate or other document
        to
        the extent not defined, shall have the respective meanings given to them
        under
        GAAP.  To the extent that the definitions of accounting terms in this
        Agreement or in any such certificate or other document are inconsistent with
        the
        meanings of such terms under GAAP, the definitions contained in this Agreement
        or in any such certificate or other document shall control.

       

      (e)           The
        agreements, representations and warranties of Chase USA in this Agreement
        in
        each of its capacities as Transferor, Servicer and Administrator shall be
        deemed
        to be the agreements, representations and warranties of Chase USA solely
        in each
        such capacity for so long as Chase USA acts in each such capacity under this
        Agreement.

       

      (f)           Any
        reference to each Note Rating Agency shall only apply to any specific Note
        Rating Agency if such Note Rating Agency is then rating any Outstanding Series,
        Class or Tranche of Notes.

       

      (g)           Unless
        otherwise specified, references to any amount as on deposit or outstanding
        on
        any particular date shall mean such amount at the close of business on such
        day.

       

       

      
        
          
          

        

        
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      (h)           The
        words “hereof,” “herein,” “hereunder” and words of similar import when used in
        this Agreement shall refer to this Agreement as a whole and not to any
        particular provision of this Agreement; references to any subsection, Section,
        clause, Schedule or Exhibit are references to subsections, Sections, clauses,
        Schedules and Exhibits in or to this Agreement 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.

       

      [END
        OF ARTICLE I]

      


      
        
          
          

        

        
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      ARTICLE
        II

       

      CONVEYANCE
        OF COLLATERAL

       

      Section
        2.01        Conveyance of
        Collateral.  By execution of the Original Transfer and Servicing
        Agreement, the Transferor transferred, assigned, set over and otherwise conveyed
        to the Trust, without recourse except as provided therein, all its right,
        title
        and interest in, to and under the First USA Collateral
        Certificate.  By execution of each Initial Account Assignment, the
        Transferor transferred, assigned, set over and otherwise conveyed to the
        Trust,
        without recourse except as provided therein, all its right, title and interest
        in, to and under the Receivables in the Initial Accounts designated thereby
        existing at the open of business on the applicable Cut-Off Date and thereafter
        created from time to time until the termination of the Trust, all
        Interchange and Recoveries allocable to the Trust as provided therein, all
        monies due or to become due and all amounts received or receivable with respect
        thereto and all proceeds (including “proceeds” as defined in the UCC) thereof
        and all Insurance Proceeds relating thereto.  By execution of the
        Amended and Restated Transfer and Servicing Agreement, the Transferor
        transferred, assigned, set over and otherwise conveyed to the Trust, without
        recourse except as provided therein, all its right, title and interest in,
        to
        and under the Chase Collateral Certificate and, by execution of amendments
        thereto and this Agreement, the Transferor does hereby transfer, assign,
        set
        over and otherwise convey to the Trust, without recourse except as provided
        herein, as of the date hereof and on and after each applicable Addition Date,
        each Additional Collateral Certificate and all Receivables arising in each
        Additional Account designated on such Addition Date, together with all monies
        and other property credited to the Bank Accounts established pursuant to
        each
        Asset Pool Supplement and Indenture Supplement, the rights of the Trust under
        this Agreement and the Trust Agreement and the property conveyed to the Trust
        under any Asset Pool Supplement and any Series Supplement (the “Trust
        Assets”).

       

      Each
        Transferor shall be under no obligation whatsoever to file any financing
        or
        continuation statements or to make any other filing under the UCC in connection
        with the transfer and assignment of a Collateral Certificate.

       

      Each
        Transferor further agrees, at its own expense, on or prior to (x) the Amendment
        Closing Date, in the case of the Initial Collateral Certificates and Initial
        Accounts and (y) the applicable Addition Date, in the case of Additional
        Collateral Certificates and Additional Accounts with respect to such
        Transferor:  (a) to indicate in the appropriate official records or
        computer files that such Collateral Certificates or Receivables created in
        connection with such Accounts have been designated for inclusion in a particular
        Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to
        the
        applicable Collateral Agent, as designee of the Issuing Entity, a true and
        complete list (in the form of a computer file, microfiche list, CD-ROM or
        such
        other form as is agreed upon between the Transferor and the applicable
        Collateral Agent) of all such Accounts, specifying for each such Account
        the
        applicable Addition Date for such Account.  In addition, such list
        shall, in connection with each Additional Account, include its account number,
        the aggregate Receivables outstanding in such Additional Account and state
        to
        which Asset Pool such Additional Account belongs.  Each such official
        record, as supplemented, from time to time, to reflect Additional Collateral
        Certificates and removed 

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

        Collateral
          Certificates shall be marked as Schedule 1 to this Agreement, and each
          such
          list, as supplemented, from time to time, to reflect Initial Accounts,
          Additional Accounts and Removed Accounts, shall be marked as Schedule 2
          to this
          Agreement and is hereby incorporated into and made a part of this
          Agreement.

      

       

      The
        parties hereto agree that all such transfers are subject to, and shall be
        treated in accordance with, the Delaware Act and each of the parties hereto
        agrees that this Agreement 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 the Transferor pursuant to this Agreement shall be deemed
        to no
        longer be the property, assets or rights of the Transferor.  The
        parties hereto acknowledge and agree that the transactions contemplated hereby
        shall constitute, and each such transfer is occurring in connection with,
        a
“securitization transaction” within the meaning of the Delaware
        Act.

       

      The
        parties hereto intend that each transfer of Receivables, the Initial Collateral
        Certificates and any Additional Collateral Certificates pursuant to this
        Agreement constitute a sale, and not a secured borrowing for accounting
        purposes.  If and to the extent that, notwithstanding such intent, any
        Transferor retains any interest in the Initial Collateral Certificates,
        Additional Collateral Certificates or the Receivables, it is the intention
        of
        the parties hereto that this Agreement shall constitute a security agreement
        under applicable law, and therefor such Transferor hereby grants to the Trust
        a
        first priority perfected security interest in all of such Transferor’s right,
        title and interest, in, to and under the Initial Collateral Certificates,
        any
        Additional Collateral Certificates, the Receivables and the other Trust Assets
        conveyed by such Transferor, and all money, accounts, general intangibles,
        chattel paper, instruments, documents, goods, investment property, deposit
        accounts, certificates of deposit, letters of credit, letter-of-credit-rights
        and advices of credit consisting of, arising from or related to the Trust
        Assets, and all proceeds thereof, to secure a loan in an amount equal to
        the
        unpaid principal amount of the Notes issued pursuant to the Indenture and
        the
        applicable Indenture Supplement and accrued and unpaid interest with respect
        thereto (the “Secured Obligations”).

       

      Section
        2.02        Acceptance by
        Trust.

       

      (a)           The
        Trust hereby acknowledges its acceptance of all right, title and interest
        to the
        property, now existing and hereafter created, conveyed to the Trust pursuant
        to
        Section 2.01.  The Trust further acknowledges that, prior to or
        simultaneously with the execution and delivery of this Agreement, the Transferor
        delivered to the applicable Collateral Agent, as designee of the Issuing
        Entity,
        Schedule 1 identifying the Initial Collateral Certificates and the Initial
        Accounts.  The applicable Collateral Agent shall forward a copy of
        Schedule 1 to the Owner Trustee who shall maintain a copy of Schedule 1,
        as
        delivered from time to time, at its Corporate Trust Office.

       

      (b)           The
        Trust hereby designates to the Servicer the right to receive all payments
        to be
        made to the Trust hereunder.

       

      (c)           The
        Owner Trustee and the Trust each hereby agrees (and the Indenture Trustee
        and
        each applicable Collateral Agent shall, pursuant to the Indenture or


       

       

      
        
          
          

        

        
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        applicable
          Asset Pool Supplement, agree) not to disclose to any Person the identity
          of any
          of the account numbers or other information contained in the computer files
          marked as Schedule 2 and delivered to the applicable Collateral Agent,
          as
          designee of the Issuing Entity, from time to time, except (i) to a Successor
          Servicer or as required by a Requirement of Law applicable to the Owner
          Trustee,
          (ii) in connection with the performance of the Owner Trustee’s or the Trust’s
          duties hereunder, (iii) to the Indenture Trustee in connection with its
          duties
          in enforcing the rights of Noteholders, (iv) to the applicable Collateral
          Agent
          in connection with its duties under the applicable Asset Pool Supplement
          or (v)
          to bona fide creditors or potential creditors of any Account Owner, the
          Administrator or any Transferor for the limited purpose of enabling any
          such
          creditor to identify applicable Receivables or Accounts subject to this
          Agreement.  The Owner Trustee and the Trust each agrees to take such
          measures as shall be reasonably requested by any Transferor to protect
          and
          maintain the security and confidentiality of such information and, in connection
          therewith, shall allow each Transferor or its duly authorized representatives
          to
          inspect the Owner Trustee’s security and confidentiality arrangements as they
          specifically relate to the administration of the Trust from time to time
          during
          normal business hours upon prior written notice.  The Owner Trustee
          and the Trust shall provide the applicable Transferor with notice five
          Business
          Days prior to disclosure of any information of the type described in this
          subsection 2.02(c).

      

       

      Section
        2.03        Representations and
        Warranties of Each Transferor Relating to Such Transferor.  Each
        Transferor hereby severally represents and warrants to the Trust (and agrees
        that the Owner Trustee, the Indenture Trustee and the applicable Collateral
        Agent may conclusively rely on each such representation and warranty in
        accepting the Receivables and Collateral Certificates in trust, in
        authenticating the Notes and each as a secured party) as of each Issuance
        Date,
        each Increase Date and each Addition Date (but only if it was a Transferor
        on
        such date and only if it was a party to the applicable Related Agreement
        on such
        date) that:

       

      (a)           Organization
        and Good Standing.  Such Transferor is an entity, duly organized
        and validly existing in good standing under the laws of the jurisdiction
        of its
        organization or incorporation and has, in all material respects, full power,
        authority and legal right to own its properties and conduct its business
        as such
        properties are at present owned and such business is at present conducted,
        and to execute, deliver and perform its obligations under this Agreement,
        the
        applicable Receivables Purchase Agreement, if any, and each applicable Series
        Supplement.

       

      (b)           Due
        Qualification.  Such Transferor is duly qualified to do business
        and is in good standing (or is exempt from such requirement) in any state
        required in order to conduct business, and has obtained all necessary licenses
        and approvals with respect to such Transferor required under federal law;
        provided, however, that no representation or warranty is made with
        respect to any qualifications, licenses or approvals which the Indenture
        Trustee, the Owner Trustee or the applicable Collateral Agent would have
        to
        obtain to do business in any state in which the Indenture Trustee or the
        Owner
        Trustee seeks to enforce any Collateral Certificate or any
        Receivable.

       

      (c)           Due
        Authorization.  The execution and delivery of this Agreement, the
        applicable Receivables Purchase Agreement, if any, and each applicable Series
        Supplement by such Transferor and the order to the Indenture Trustee to have
        the
        Notes authenticated and 

       

       

      
        
          
          

        

        
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        delivered
          and the consummation by such Transferor of the transactions provided for
          in this
          Agreement, the applicable Receivables Purchase Agreement, if any, and each
          applicable Series Supplement have been duly authorized by such Transferor
          by all
          necessary corporate action on the part of such Transferor and this Agreement
          will remain, from the time of its execution, an official record of such
          Transferor.

      

       

      (d)           No
        Conflict.  The execution and delivery by such Transferor of this
        Agreement, the applicable Receivables Purchase Agreement, if any, and each
        applicable Series Supplement, and the performance of the transactions
        contemplated by this Agreement, the applicable Receivables Purchase Agreement,
        if any, and each applicable Series Supplement and the fulfillment of the
        terms
        hereof and thereof applicable to such Transferor, 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 such Transferor is a party or by which it or its properties are
        bound.

       

      (e)           No
        Proceedings.  There are no proceedings or investigations, pending
        or, to the best knowledge of such Transferor, threatened against such Transferor
        before any Governmental Authority (i) asserting the invalidity of this
        Agreement, the applicable Receivables Purchase Agreement, if any, or any
        applicable Series Supplement, (ii) seeking to prevent the consummation of
        any of
        the transactions contemplated by this Agreement, the applicable Receivables
        Purchase Agreement, if any, or any applicable Series Supplement, (iii)
        seeking any determination or ruling that, in the reasonable judgment of such
        Transferor, would materially and adversely affect the performance by such
        Transferor of its obligations under this Agreement, the applicable Receivables
        Purchase Agreement, if any, or any applicable Series Supplement, (iv) seeking
        any determination or ruling that would materially and adversely affect the
        validity or enforceability of this Agreement, the applicable Receivables
        Purchase Agreement, if any, or any applicable Series Supplement or (v)
        seeking to affect adversely the income tax attributes of the Trust under
        the
        United States federal or any state income tax systems.

       

      (f)           All
        Consents.  All appraisals, authorizations, consents, orders or
        other actions of any Person or of any Governmental Authority required in
        connection with the execution and delivery by such Transferor of this Agreement,
        the applicable Receivables Purchase Agreement, if any, and each applicable
        Series Supplement and the performance of the transactions contemplated by
        this
        Agreement, the applicable Receivables Purchase Agreement, if any, and each
        applicable Series Supplement by such Transferor have been duly obtained,
        effected or given and are in full force and effect.

       

      (g)           No
        Violation.  The execution and delivery of this Agreement, the
        applicable Receivables Purchase Agreement, if any, and each applicable Series
        Supplement, the performance of the transactions contemplated by this Agreement,
        the applicable Receivables Purchase Agreement, if any, and each applicable
        Series Supplement and the fulfillment of the terms hereof and thereof will
        not
        conflict with or violate any Requirements of Law applicable to such
        Transferor.

       

       

      
        
          
          

        

        
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      Section
        2.04        Representations and
        Warranties of each Transferor Relating to this Agreement and any Series
        Supplement and the Collateral.

       

      (a)           Representations
        and Warranties.  Each Transferor hereby severally represents and
        warrants to the Trust that:

       

      (i)                 as
        of (A) each day on which any new Receivable is created, this Agreement and
        the
        applicable Receivables Purchase Agreement, if any, and (B) each Addition
        Date
        with respect to Additional Accounts designated on such Addition Date, this
        Agreement, the applicable Receivables Purchase Agreement, if any, and the
        related Account Assignment, each constitutes a legal, valid and binding
        obligation of such Transferor enforceable against such Transferor in accordance
        with its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or other similar laws
        affecting creditors’ rights generally from time to time in effect or general
        principles of equity;

       

      (ii)                 as
        of each Issuance Date, this Agreement, the applicable Receivables Purchase
        Agreement, if any, the applicable Pooling and Servicing Agreement and the
        applicable Series Supplement, each constitutes a legal, valid and binding
        obligation of such Transferor enforceable against such Transferor in accordance
        with its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or other similar laws
        affecting creditors’ rights generally from time to time in effect or general
        principles of equity;

       

      (iii)                 as
        of (A) each Increase Date, this Agreement, the applicable Pooling and Servicing
        Agreement and the applicable Series Supplement, and (B) each Addition Date
        on
        which an Additional Collateral Certificate is designated, this Agreement,
        the
        applicable Pooling and Servicing Agreement, the applicable Series Supplement
        and
        the related Certificate Assignment, each constitutes a legal, valid and
        binding obligation of such Transferor enforceable against such Transferor
        in
        accordance with its terms, except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or other similar
        laws affecting creditors’ rights generally from time to time in effect or
        general principles of equity;

       

      (iv)                 as
        of (A) the Initial Issuance Date, with respect to the First USA Collateral
        Certificate and the Chase CC Issuance Date, with respect to the Chase Collateral
        Certificate, (B) the applicable Cut-Off Date with respect to the Initial
        Accounts (and the Receivables arising therein) and each Addition Cut-Off
        Date
        with respect to Additional Accounts (and the Receivables arising therein)
        and
        (C) the Addition Date with respect to an Additional Collateral Certificate,
        the
        portion of Schedule 1 or Schedule 2, as applicable, to this Agreement under
        such
        Transferor’s name, as supplemented to such date, is an accurate and complete
        listing or identification, as applicable, in all material respects
        of:

       

      (1)           with
        respect to Schedule 2, the Initial Accounts and Additional Accounts the
        Receivables in which were transferred by such Transferor, and the information
        contained therein with respect to the identity of such Accounts and the


       

       

      
        
          
          

        

        
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        Receivables
          existing thereunder as of the applicable Cut-Off Date is, in each case,
          true and
          correct in all material respects; or

      

       

      (2)           with
        respect to Schedule 1, the First USA Collateral Certificate, the Chase
        Collateral Certificate and each Additional Collateral Certificate transferred
        thereafter that remains outstanding, including any Additional Collateral
        Certificate transferred as of an Addition Date, and the information contained
        therein with respect to the identity of such Collateral Certificate as of
        the
        Initial Issuance Date, the Chase CC Issuance Date or such Addition Date,
        as
        applicable, is, in each case, true and correct in all material
        respects;

       

      (v)                 as
        of (A) each day on which any new Receivable is created, (B) the Initial Issuance
        Date with respect to the First USA Collateral Certificate and the Chase CC
        Issuance Date with respect to the Chase Collateral Certificate, (C) the
        applicable Cut-Off Date with respect to the Initial Accounts (and the
        Receivables arising therein) and each Addition Cut-Off Date with respect
        to
        Additional Accounts (and the Receivables arising therein), (D) each Addition
        Date with respect to Additional Collateral Certificates and (E) each Increase
        Date with respect to increases in the Invested Amount of a Collateral
        Certificate previously conveyed to the Trust, such Transferor owns and has
        good
        marketable title to such Receivable, Initial Collateral Certificate or
        Additional Collateral Certificate, as applicable, free and clear of any Lien
        (other than any Lien for municipal or other local taxes if such taxes are
        not
        then due and payable or if such Transferor is then contesting the validity
        thereof in good faith by appropriate proceedings and has set aside on its
        books
        and records adequate reserves with respect thereto), claim or encumbrance
        of any
        Person and such conveyance of such Receivable, Initial Collateral Certificate
        or
        Additional Collateral Certificate to the Trust, or such increase in the Invested
        Amount of a Collateral Certificate previously conveyed to the Trust, as
        applicable, is made by such Transferor in compliance, in all material respects,
        with all Requirements of Law applicable to such Transferor;

       

      (vi)                 as
        of (A) each day on which any new Receivable is created, (B) the Initial Issuance
        Date with respect to the First USA Collateral Certificate and the Chase CC
        Issuance Date with respect to the Chase Collateral Certificate, (C) the
        applicable Cut-Off Date with respect the Initial Accounts (and the Receivables
        arising therein) and each Addition Cut-Off Date with respect to Additional
        Accounts (and the Receivables arising therein), (D) each Addition Date with
        respect to an Additional Collateral Certificate and (E) each Increase Date
        with
        respect to an increase in the Invested Amount of a Collateral Certificate
        previously conveyed to the Trust, all authorizations, consents, orders or
        approvals of or registrations or declarations with any Governmental Authority
        required to be obtained, effected or given by such Transferor in connection
        with
        the conveyance to the Trust by such Transferor of such Receivables or
        Additional Collateral Certificate or the increase of the Invested Amount
        of any
        Collateral Certificate previously conveyed to the Trust by such Transferor
        have
        been duly obtained, effected or given and are in full force and
        effect;

       

      (vii)                 as
        of (A) each Issuance Date, (B) the applicable Cut-Off Date with respect the
        Initial Accounts (and the Receivables arising therein) and each Addition
        

       

       

      
        
          
          

        

        
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        Cut-Off
          Date with respect to Additional Accounts (and the Receivables arising therein),
          (C) each Addition Date with respect to an Additional Collateral Certificate
          and
          (D) each Increase Date with respect to an increase in the Invested Amount
          of a
          Collateral Certificate previously conveyed to the Trust, this Agreement
          constitutes a valid sale, transfer and assignment to the Trust of all right,
          title and interest of such Transferor in the Initial Collateral Certificate,
          any
          Receivables existing on and after such date, any Additional Collateral
          Certificate or any increased amount of such Collateral Certificate, as
          applicable, transferred to the Trust by such Transferor and the proceeds
          thereof
          and Interchange and Recoveries identified as relating to the Receivables
          transferred to the Trust by such Transferor or, if this Agreement or, in
          the
          case of an Additional Collateral Certificate or Additional Accounts, the
          related
          Certificate Assignment or Account Assignment, as applicable, does not constitute
          a sale of such property, it creates a valid and continuing security interest
          (as
          defined in the applicable UCC) in such property in favor of the Trust,
          which
          security interest is prior to all other Liens, and is enforceable as such
          against creditors of and purchasers from such Transferor;

      

       

      (viii)                 as
        of (A) each Issuance Date, (B) the applicable Cut-Off Date with respect the
        Initial Accounts (and the Receivables arising therein) and each Addition
        Cut-Off
        Date with respect to Additional Accounts (and the Receivables arising therein),
        (C) each Addition Date with respect to an Additional Collateral Certificate
        and
        (D) each Increase Date with respect to an increase in the Invested Amount
        of a
        Collateral Certificate previously conveyed to the Trust, such Transferor
        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
        such property granted to the Trust hereunder and upon the filing of all such
        appropriate financing statements, the Trust shall have a first priority
        perfected security or ownership interest in such property and
        proceeds;

       

      (ix)                 as
        of (A) each Issuance Date, (B) the applicable Cut-Off Date with respect the
        Initial Accounts (and the Receivables arising therein) and each Addition
        Cut-Off
        Date with respect to Additional Accounts (and the Receivables arising therein),
        (C) each Addition Date with respect to an Additional Collateral Certificate
        and
        (D) each Increase Date with respect to an increase in the Invested Amount
        of a
        Collateral Certificate previously conveyed to the Trust, other than the security
        interest granted to the Trust pursuant to this Agreement or any other security
        interest that has been terminated, such Transferor has not pledged, assigned,
        sold, granted a security interest in, or otherwise conveyed such property;
        such
        Transferor has not authorized the filing of and is not aware of any financing
        statements against such Transferor that include a description of collateral
        covering such property other than any financing statement relating to the
        security interest granted to the Trust hereunder or that has been terminated;
        and such Transferor is not aware of any judgment or tax lien filings against
        such Transferor.  Upon the filing of any applicable financing
        statements and, in the case of Receivables hereafter created and the proceeds
        thereof, upon the creation thereof, the Trust shall have a first priority
        perfected security interest or ownership interest in such property and
        proceeds;

       

      (x)                 as
        of (A) each Issuance Date, (B) each Increase Date with respect to an increase
        in
        the Invested Amount of a Collateral Certificate previously 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

         

        conveyed
          to the Trust and (C) each Addition Date with respect to an Additional Collateral
          Certificate, such Collateral Certificate constitutes a “certificated security”
within the meaning of the applicable UCC; such Transferor has in its possession
          all original copies of each certificate that constitutes or evidences such
          Collateral Certificate; the certificates that constitute or evidence such
          Collateral Certificate do not have any marks or notations indicating that
          they
          have been pledged, assigned or otherwise conveyed to any Person other than
          the
          Trust; and all financing statements filed or to be filed against such Transferor
          in favor of the Trust in connection herewith describing such Collateral
          Certificate contain a statement to the following effect:  “A purchase
          of or security interest in any collateral described in this financing statement
          will violate the rights of the Trust”;

      

       

      (xi)                 as
        of each Addition Date with respect to an Additional Collateral Certificate,
        such
        Additional Collateral Certificate is an Eligible Collateral
        Certificate;

       

      (xii)                 as
        of each Cut-Off Date, the related Initial Accounts, and as of each Addition
        Cut-Off Date, the related Additional Accounts are Eligible
        Accounts;

       

      (xiii)                 as
        of (A) the applicable Cut-Off Date with respect to the Receivables then existing
        in each Initial Account owned by such Transferor and the applicable Addition
        Cut-Off Date with respect to the Receivables then existing in each Additional
        Account owned by such Transferor, (B) the date of the creation of each new
        Receivable transferred to the Trust by such Transferor and (C) each Issuance
        Date with respect to all Receivables which have been conveyed to the Trust
        by
        such Transferor, each such Receivable constitutes an “account” within the
        meaning of the applicable UCC;

       

      (xiv)                 as
        of (A) the applicable Cut-Off Date with respect to the Receivables then existing
        in each Initial Account owned by such Transferor and the applicable Addition
        Cut-Off Date with respect to the Receivables then existing in each Additional
        Account owned by such Transferor and (B) the date of the creation of any
        new
        Receivable transferred to the Trust by such Transferor, such Receivable is
        an
        Eligible Receivable;

       

      (xv)                 on
        the applicable Cut-Off Date, with respect to Initial Accounts owned by such
        Transferor, or Addition Cut-Off Date, with respect to Additional Accounts
        owned
        by such Transferor, no selection procedures believed by such Transferor to
        be
        materially adverse to the interests of the Noteholders have been used in
        selecting such Accounts; and

       

      (xvi)                 on
        the Initial Issuance Date with respect to the First USA Collateral Certificate,
        the Chase CC Issuance Date with respect to the Chase Collateral Certificate,
        and
        on each applicable Increase Date with respect to the Collateral Certificate
        which is to have its Invested Amount increased, such Collateral Certificate
        is
        an Eligible Collateral Certificate.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (b)           Notice
        of Breach.  The representations and warranties set forth in
        Section 2.03 and this Section 2.04 shall survive the transfers and assignments
        of the Collateral Certificates and the Receivables to the Trust, the pledge
        of
        the Collateral Certificates and the Receivables to the Collateral Agent pursuant
        to the Asset Pool Supplement, and the issuance of the Notes.  Upon
        discovery by any Transferor, the Servicer, the Indenture Trustee, the applicable
        Collateral Agent or the Owner Trustee of a breach of any of the representations
        and warranties set forth in Section 2.03 or this Section 2.04, the party
        discovering such breach shall give prompt written notice to the other parties
        following such discovery.

       

      Section
        2.05        Transfer of Ineligible
        Receivables and Ineligible Collateral Certificates.

       

      (a)           Automatic
        Removal.   With respect to Receivables or Collateral
        Certificates, in the event that:

       

      (i)                 (1)
        any representation or warranty contained in subsection 2.04(a)(v) is not
        true
        and correct in any material respect as of the date specified therein, or
        in the
        event that a Receivable is not an Eligible Receivable or a Collateral
        Certificate is not an Eligible Collateral Certificate, and (2) either of
        the
        following two 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 Collateral Certificate or Receivable or its proceeds are
        impaired or the proceeds of such Collateral Certificate or Receivable are
        not
        available for any reason to the Trust free and clear of any Lien; or (B)
        the
        Lien upon the subject Receivable or Collateral Certificate 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 has
        been
        consented to by the applicable Transferor; or

       

      (ii)                 with
        respect to Receivables, the applicable Transferor has taken an action which
        causes a Receivable to be deemed to be an Ineligible Receivable in accordance
        with subsection 2.08(a);

       

      then,
        upon the earlier to occur of the discovery of such breach or event by the
        applicable Transferor or the Servicer or receipt by the Transferor who conveyed
        such Receivable or Collateral Certificate of written notice of such breach
        or
        event given by the Indenture Trustee, the applicable Collateral Agent or
        the
        Owner Trustee, then the applicable Transferor shall accept reassignment of
        all
        applicable Receivables or of the applicable Collateral Certificate on the
        terms
        and conditions set forth in paragraph (c) below.

       

      (b)           Removal
        After Cure Period.  In the event any representation or warranty
        contained in subsection 2.04(a)(iv), (vi), (vii), (ix), (x), (xi), (xii),
        (xiii), (xiv), (xv) or (xvi) is not true and correct in any material respect
        as
        of the date specified therein with respect to (x) any Collateral Certificate
        and
        such breach has a material adverse effect on such Collateral Certificate
        or (y)
        any Receivable or the related Account and such breach has a material and
        adverse
        effect on such Receivable, then, unless cured within 60 days (or such longer
        period, not in excess of 120 days, as may be agreed to by the Indenture Trustee,
        the applicable Collateral Agent and the Servicer) after the earlier to occur
        of
        the discovery thereof by the Transferor who 

       

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

        conveyed
          such Collateral Certificate or Receivable to the Trust or receipt by such
          Transferor of written notice thereof given by the Owner Trustee, the Indenture
          Trustee, the applicable Collateral Agent or the Servicer, then such Transferor
          shall accept reassignment of the Ineligible Collateral Certificate or of
          the
          Ineligible Receivable, as the case may be, on the terms and conditions
          set forth
          in paragraph (c) below.

      

       

      (c)           Procedures
        for Removal.  When the provisions of subsection 2.05(a) or (b)
        above require (i) removal of a Collateral Certificate, the applicable Collateral
        Agent shall deliver such Collateral Certificate (such Collateral Certificate,
        an
“Ineligible Collateral Certificate”) to the applicable Transferor with a valid
        assignment in the name of such Transferor for cancellation by such Transferor
        and directing the Servicer to deduct the Invested Amount of each such Ineligible
        Collateral Certificate from the Pool Balance for the applicable Asset Pool
        and to decrease the Transferor Amount of such Asset Pool by the Invested
        Amount
        of such Ineligible Collateral Certificate or (ii) removal of a Receivable,
        the
        applicable Transferor shall accept reassignment of such Receivable (each
        such
        Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the
        principal balance of each such Ineligible Receivable from the Pool Balance
        for
        the applicable Asset Pool and to decrease the Transferor Amount of such Asset
        Pool by the principal balance of such Ineligible Receivable.  On and
        after the date of such removal, the Invested Amount of each Ineligible
        Collateral Certificate and the principal balance of each Ineligible Receivable
        shall be deducted from the Pool Balance and Transferor Amount for the applicable
        Asset Pool.  In the event that the exclusion of an Ineligible
        Collateral Certificate or an Ineligible Receivable from the calculation of
        the
        Transferor Amount for an Asset Pool would cause the Transferor Amount for
        such
        Asset Pool to be reduced below the Required Transferor Amount for such Asset
        Pool or the Pool Balance for such Asset Pool to be reduced below the Minimum
        Pool Balance for such Asset Pool or would otherwise not be permitted by law,
        the
        Transferor who conveyed such Ineligible Collateral Certificate or Ineligible
        Receivable shall immediately, but in no event later than 10 Business Days
        after
        such event, make a deposit in the Excess Funding Account for that Asset Pool
        in
        immediately available funds in an amount equal to the amount by which (x)
        the
        Transferor Amount for that Asset Pool would be reduced below the Required
        Transferor Amount for that Asset Pool or (y) the Pool Balance for that Asset
        Pool would be reduced below the Minimum Pool Balance for that Asset
        Pool.

       

      Upon
        reassignment of any Ineligible Collateral Certificate or Ineligible Receivable,
        the Trust shall automatically and without further action be deemed to transfer,
        assign, set-over and otherwise convey to the applicable Transferor or its
        designee, without recourse, representation or warranty, all the right, title
        and
        interest of the Trust in and to such Ineligible Collateral Certificate or
        Ineligible Receivable, all Interchange and Recoveries related to any such
        Receivable, all monies and amounts due or to become due and all proceeds
        thereof
        and such reassigned Ineligible Collateral Certificate or Ineligible Receivable
        shall be treated by the Trust as collected in full as of the date on which
        it
        was transferred.  The obligation of each Transferor to accept
        reassignment of any Ineligible Collateral Certificate or Ineligible Receivable
        conveyed to the Trust by such Transferor, and to make the deposits, if any,
        required to be made to the applicable Excess Funding Account as provided
        in this
        Section, shall constitute the sole remedy respecting the event giving rise
        to
        such obligation available to the Trust or the Noteholders (or the Indenture
        Trustee or the applicable Collateral Agent on behalf of the
        Noteholders).  The Trust shall execute such documents and instruments
        of transfer or assignment 

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

         

        and
          take such other actions as shall reasonably be requested and provided by
          the
          applicable Transferor to effect the conveyance of such Ineligible Collateral
          Certificate or Ineligible Receivable pursuant to this subsection 2.05(c),
          but
          only upon receipt of an Officer’s Certificate from such Transferor that states
          that all conditions set forth in this Section 2.05 have been
          satisfied.

      

       

      Section
        2.06        Reassignment of
        Collateral.  In the event any representation or warranty of a
        Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i),
        (ii), (iii) or (viii) is not true and correct in any material respect and
        such
        breach has a material adverse effect on the Receivables designated for inclusion
        in an Asset Pool or a particular Collateral Certificate transferred to the
        Trust
        by such Transferor or the availability of the proceeds thereof to the Trust
        then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral
        Agent or the Holders of Notes secured by the applicable Asset Pool
        evidencing more than 662⁄3% of the aggregate unpaid principal amount of all
        Outstanding Notes secured by the applicable Asset Pool, by notice then given
        to
        the applicable Transferor, the Administrator and the Servicer (and to the
        Owner
        Trustee, the Indenture Trustee and the applicable Collateral Agent, if given
        by
        the Noteholders), may direct such Transferor to accept a reassignment of
        the
        Receivables designated for inclusion in such Asset Pool and/or any such
        Collateral Certificate conveyed to the Trust by such Transferor and designated
        for inclusion in such Asset Pool, pursuant to this Agreement, the applicable
        Receivables Purchase Agreement, if any, the applicable Series Supplement,
        the
        applicable Account Assignment or the applicable Certificate Assignment, if
        such
        breach and any material adverse effect caused by such breach is not cured
        within
        60 days of such notice (or within such longer period as may be specified
        in such
        notice), and upon those conditions such Transferor shall be obligated to
        accept
        such reassignment on the terms set forth below; provided, however, that a
        Transferor shall only be required to accept reassignment of Receivables or
        Collateral Certificates transferred under an agreement with respect to which
        the
        relevant representation and warranty was deemed to be breached; and provided,
        further, the affected Receivables and the affected Collateral Certificates
        will
        not be reassigned to such Transferor if, on any day during such applicable
        period the relevant representation and warranty shall be true and correct
        in all
        material respects as if made on such day.  The applicable Transferor
        shall deposit the portion of the Reassignment Amount attributable to the
        applicable Notes in the Collection Account to be treated (i) in connection
        with
        amounts determined under clause (a) of the definition of “Reassignment Amount,”
as Principal Collections for each Series of Notes and (ii) in connection
        with
        the amounts determined under clause (b) of the definition of “Reassignment
        Amount,” as Finance Charge Collections for each Series of Notes, in either case,
        in immediately available funds not later than 1:00 p.m., New York City time,
        on
        the First Note Transfer Date following the Monthly Period in which such
        reassignment obligation arises, in payment for such reassignment.

       

      If
        the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent
        or the
        Noteholders give notice directing the applicable Transferor to accept a
        reassignment of any Receivables or any Collateral Certificate as provided
        above,
        the obligation of such Transferor to accept such reassignment pursuant to
        this
        Section 2.06 and to make the deposit required to be made to the Collection
        Account for each Series of Notes as provided in this Section 2.06 shall
        constitute the sole remedy respecting an event of the type specified above
        in
        this Section 2.06 available to the Noteholders (or the Indenture Trustee
        or any
        Collateral Agent on behalf of the Noteholders).  Upon reassignment of
        the affected Receivables and any affected Collateral 

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

         

        Certificate
          on the First Note Transfer Date following the Monthly Period in which such
          obligation arises, the Trust shall automatically and without further action
          be
          deemed to transfer, assign, set-over and otherwise convey to the applicable
          Transferor, without recourse, representation or warranty, all the right,
          title
          and interest of the Trust in and to the affected Receivables and affected
          Collateral Certificates, all Interchange and Recoveries allocable to the
          Trust
          with respect thereto, and all monies and amounts due or to become due with
          respect thereto and all proceeds of the Receivables and Insurance Proceeds
          relating thereto allocated to the Receivables (and any costs or expenses
          incurred by the Indenture Trustee in connection with such reassignment
          shall be
          reimbursed by the Servicer).  The Trust shall execute such documents
          and instruments of transfer or assignment and take such other actions as
          shall
          reasonably be requested by the applicable Transferor to effect the conveyance
          of
          such property pursuant to this Section.

      

       

      Section
        2.07        Additional
        Transferors.  The Transferor may designate Affiliates of the
        Transferor to be included as Transferors (“Additional Transferors”) under this
        Agreement in an amendment hereto pursuant to subsection 12.01(a) and, in
        connection with such designation, the Transferor shall surrender the Transferor
        Certificate for the applicable Asset Pool to the Owner Trustee in exchange
        for a
        newly issued Transferor Certificate for such Asset Pool modified to reflect
        such
        Additional Transferor’s interest in the Transferor Interest of such Asset Pool;
        provided, however, that each Additional Transferor shall agree in such amendment
        hereto to assume all of the duties and obligations of the Transferor hereunder;
        and provided, further, that prior to any such designation and exchange (i)
        the
        Owner Trustee shall have received an Issuing Entity Tax Opinion, (ii) the
        Note
        Rating Agency Condition shall have been satisfied, (iii) the Master Trust
        Trustee shall have received the Master Trust Tax Opinion and (iv) any additional
        conditions to the transfer of a Beneficial Interest provided in Section 3.02
        of
        the Trust Agreement shall have been satisfied.

       

      Section
        2.08        Covenants of each
        Transferor.  Each Transferor hereby severally covenants
        that:

       

      (a)           Receivables
        Not To Be Evidenced by Promissory Notes.  Except in connection
        with its enforcement or collection of an Account, such Transferor will take
        no
        action to cause any Receivable conveyed by it to the Trust to be evidenced
        by
        any instrument (as defined in the UCC) and if any such Receivable is so
        evidenced it shall be deemed to be an Ineligible Receivable in accordance
        with
        subsection 2.05(a) and shall be reassigned to such Transferor in accordance
        with
        subsection 2.05(c).  Each Receivable shall be payable pursuant to a
        contract which does not create a Lien on any goods purchased
        thereunder.  Each 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, such
        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
        or
        Collateral Certificate conveyed by it to the Trust, whether now existing
        or
        hereafter created, or any interest therein; such Transferor will immediately
        notify the Indenture Trustee, the applicable Collateral Agent and the Owner
        Trustee of the existence of any Lien on any Receivable or Collateral
        Certificate; and such Transferor shall defend the right, title and interest
        of
        the Trust, the Indenture Trustee and the applicable 

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

         

        Collateral
          Agent in, to and under the Receivables and any Collateral Certificate,
          whether
          now existing or hereafter created, against all claims of third parties
          claiming
          through or under such Transferor; provided, however, that nothing
          in this subsection 2.08(b) shall prevent or be deemed to prohibit such
          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 such 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)           Transferor
        Interest.  Except for the conveyances hereunder, in connection
        with any transaction permitted by subsection 6.02(a)(i) and as provided in
        Section 2.07 of this Agreement, such Transferor agrees not to transfer, sell,
        assign, exchange or otherwise convey or pledge, hypothecate or otherwise
        grant a
        security interest in the Transferor Interest of any Asset Pool or any Transferor
        Certificate for any Asset Pool and any such attempted transfer, assignment,
        exchange, conveyance, pledge, hypothecation, grant or sale shall be void,
        unless
        the Owner Trustee shall have received an Issuing Entity Tax
        Opinion.

       

      (d)           Delivery
        of Collections.  In the event that such Transferor receives
        Collections, such Transferor agrees to pay the Servicer all such Collections
        as
        soon as practicable after receipt thereof.

       

      (e)           Notice
        of Liens.  Such Transferor shall notify the Owner Trustee, the
        Indenture Trustee and the applicable Collateral Agent promptly after becoming
        aware of any Lien on any Receivable or Collateral Certificate conveyed by
        it to
        the Trust other than the conveyances hereunder and under the applicable
        Receivables Purchase Agreement, if any, the applicable Pooling and Servicing
        Agreement, the applicable Series Supplement, the Indenture and the applicable
        Asset Pool Supplement.

       

      (f)           Credit
        Card Agreements and Guidelines.  Each Transferor that is an
        Account Owner covenants that it 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 the applicable credit
        card company except insofar as any failure to comply or perform would not
        materially and adversely affect the rights of the Trust or the Noteholders;
        provided, however, the applicable Transferor may change the terms
        and provisions of the applicable Credit Card Agreements or the applicable
        Credit
        Card Guidelines in any respect (including 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 such applicable
        Transferor, cause an Early Amortization Event or Event of Default to occur,
        and
        (ii) is made applicable to any comparable segment of the revolving credit
        card
        accounts owned by such applicable 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 such applicable Transferor and an unrelated third party
        or by
        the terms of the Credit Card Agreements.

       

      Section
        2.09        Covenants of Each
        Transferor with Respect to Any Applicable Receivables Purchase
        Agreement.  Each Transferor, if such Transferor is a party to a
        Receivables Purchase Agreement, in its capacity as purchaser of Receivables
        from
        any Account Owner 

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

         

        pursuant
          to any such Receivables Purchase Agreement, hereby covenants that such
          Transferor will at all times enforce the covenants and agreements of any
          Account
          Owner in such Receivables Purchase Agreement, including covenants that
          the
          Account Owner shall at all times enforce the covenants and agreements of
          such
          Transferor, as the case may be, in any Receivables Purchase
          Agreement.

      

       

      Section
        2.10        [Reserved]

       

      Section
        2.11        Increases in the Invested
        Amount of an Existing Collateral Certificate.

       

      (a)           The
        Invested Amount of any Collateral Certificate previously conveyed to the
        Trust
        and designated for inclusion in an Asset Pool may be increased by the applicable
        Transferor on any Business Day in connection with:

       

      (i)                 the
        issuance of an additional Series, Class or Tranche of Notes secured by such
        Asset Pool; or

       

      (ii)                 the
        increase of the Transferor Amount for such Asset Pool.

       

      (b)           In
        connection with any increase in the Invested Amount of a Collateral Certificate
        previously conveyed to the Trust, such increase shall either be funded from
        the
        proceeds of the issuance of an additional Series, Class or Tranche of Notes
        or
        funded by the applicable Transferor (which funding may be in cash or
        through an increase in the Transferor Interest for such Asset
        Pool).

       

      (c)           Notwithstanding
        any other provision of this Agreement, with respect to any Monthly Period,
        the
        Invested Amount of a Collateral Certificate previously conveyed to the Trust
        shall not be increased, including increases pursuant to this Section 2.11,
        if
        (i) an Early Amortization Event shall have occurred with respect to any Notes
        as
        a result of a failure to add Collateral to the Trust for inclusion in a
        specified Asset Pool or a failure to increase the Invested Amount of a
        Collateral Certificate previously conveyed to the Trust at a time when the
        Pool
        Balance for such Asset Pool for the prior Monthly Period is less than the
        Minimum Pool Balance for such Asset Pool for such prior Monthly Period and
        (ii)
        increasing the Invested Amount of or reinvesting in a Collateral Certificate
        previously conveyed to the Trust would result in a reduction in the allocation
        percentage applicable for principal collections for such Collateral
        Certificate.

       

      Section
        2.12        Addition of
        Collateral.

       

      (a)           Required
        Additions.

       

      (i)                 Required
        Additions.  If, (A) as determined on any Determination Date, the
        Transferor Amount for an Asset Pool for the prior Monthly Period is less
        than
        the Required Transferor Amount for such Asset Pool for such prior Monthly
        Period, the applicable Transferor shall (1) designate Receivables in additional
        Accounts to be transferred to the Trust (each, an “Additional Account”) for
        designation pursuant to the applicable Asset Pool Supplement, (2) designate
        one
        or more additional 

       

       

      
        
          
          

        

        
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        Collateral
          Certificates to be transferred to the Trust (each, an “Additional Collateral
          Certificate”) for designation pursuant to the applicable Asset Pool Supplement
          or (3) increase the Invested Amount of one or more Collateral Certificates
          previously conveyed to the Trust pursuant to Section 2.11 in a sufficient
          amount
          such that, after giving effect to such addition or increase, the Transferor
          Amount for such Asset Pool for the prior Monthly Period would have been
          at least
          equal to the Required Transferor Amount for such Asset Pool for such prior
          Monthly Period, or (B) as determined on any Determination Date, the Pool
          Balance
          for such Asset Pool for the prior Monthly Period is less than the Minimum
          Pool
          Balance for such Asset Pool for such prior Monthly Period, the applicable
          Transferor shall (1) designate Receivables in Additional Accounts to be
          transferred to the Trust for designation pursuant to the applicable Asset
          Pool
          Supplement, (2) designate one or more Additional Collateral Certificates
          to be
          transferred to the Trust for designation pursuant to the applicable Asset
          Pool
          Supplement or (3) increase the Invested Amount of one or more Collateral
          Certificates previously conveyed to the Trust pursuant to Section 2.11
          in a
          sufficient amount such that, after giving effect to such addition or increase,
          the Pool Balance for the applicable Asset Pool would have been at least
          equal to
          the Minimum Pool Balance for such Asset Pool for the prior Monthly Period;
          provided, however, that in the event of a Servicer Rating Event,
          the Transferor Amount and the Pool Balance for an Asset Pool will be determined
          on a daily basis in accordance with a method to be determined by the Servicer,
          subject to satisfaction of the Note Rating Agency Condition.

      

       

      Any
        increase in the Invested Amount of one or more Collateral Certificates
        previously conveyed to the Trust shall occur and/or designation of Receivables
        in any Additional Accounts and/or any Additional Collateral Certificates
        to be
        transferred to the Trust for designation to a particular Asset Pool shall
        be
        transferred to the Trust and designated for inclusion in such Asset Pool
        on or
        before the thirtieth Business Day following such Determination Date (such
        date,
        in connection with the addition of Additional Accounts or Additional Collateral
        Certificates, the “Addition Date” and in connection with the increase of a
        Collateral Certificate previously conveyed to the Trust, the “Increase Date”);
provided, however, that in the event of a Servicer Rating Event,
        any such Addition Date or Increase Date shall be on or before the tenth Business
        Day following such Determination Date.  The failure of the applicable
        Transferor to increase the Pool Balance or the Transferor Amount for the
        applicable Asset Pool as provided in this clause (i) solely as a result of
        the
        unavailability to the applicable Transferor of a sufficient amount of Additional
        Accounts and/or Additional Collateral Certificates and/or the inability to
        increase the Invested Amount of one or more Collateral Certificates previously
        conveyed to the Trust shall not constitute a breach of this Agreement; provided
        that any such failure which has not been timely cured may nevertheless result
        in
        the occurrence of an Early Amortization Event.

       

      (ii)                 Any
        Additional Accounts or Additional Collateral Certificates designated to be
        included as Trust Assets pursuant to clause (i) above may only be so included
        if
        the applicable conditions specified in subsection (c) below have been
        satisfied.

       

       

      
        
          
          

        

        
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      (b)           Permitted
        Additions.

       

      (i)                 In
        addition to its obligation under subsection 2.12(a), each Transferor may,
        but
        shall not be obligated to, subject to the conditions in paragraph (c) below,
        (x)
        designate from time to time Receivables in Additional Accounts to be included
        as
        Trust Assets, and/or Additional Collateral Certificates to be included as
        Trust Assets and (y) increase the Invested Amount of a Collateral Certificate
        previously conveyed to the Trust.  Such additional Collateral shall be
        transferred to the Issuing Entity on the Addition Date or the Increase Date,
        as
        applicable.

       

      (ii)                 On
        any Business Day, consideration in the form of cash will be applied or an
        increase in the Transferor Interest will be effected in connection with any
        increase in the Trust Assets pursuant to Section 2.11 or this Section 2.12,
        as
        applicable.

       

      (c)           Conditions
        to Additions.  On each Addition Date with respect to any
        Additional Accounts and/or Additional Collateral Certificates, the applicable
        Receivables in Additional Accounts (and such Additional Accounts shall be
        deemed
        to be Accounts for purposes of this Agreement) or the applicable Additional
        Collateral Certificates existing as of the close of business on the applicable
        Addition Date shall be designated as additional Trust Assets, subject to
        the
        satisfaction of the following conditions (which shall not apply with respect
        to
        any increase in the Invested Amount of any Collateral Certificate previously
        conveyed to the Trust except as specified in clause (i) below):

       

      (i)                 on
        or before the third Business Day prior to the Addition Date or the Increase
        Date
        with respect to additions or increases pursuant to subsection 2.12(a) and
        on or
        before the fifth Business Day prior to the Addition Date with respect to
        additions pursuant to subsection 2.12(b) (the “Notice Date”), the applicable
        Transferor shall have delivered to the Owner Trustee, the Indenture Trustee,
        the
        Servicer, the applicable Collateral Agent and each Note Rating Agency written
        notice (unless such notice requirement is otherwise waived) that the Additional
        Accounts and/or Additional Collateral Certificates will be included in the
        Trust
        Assets or an increased Invested Amount of a Collateral Certificate previously
        conveyed to the Trust will be included in the Trust Assets (the latter notice
        requirement shall only apply to increases made pursuant to subsection 2.12(a);
        provided, however, that notice shall be delivered to the
        applicable Collateral Agent in connection with any increase in the Invested
        Amount of a Collateral Certificate previously conveyed to the Trust on or
        prior
        to the relevant Increase Date), which notice shall specify, as applicable,
        (x)
        the approximate aggregate amount of the Principal Receivables to be pledged,
        (y)
        the Invested Amount of the Collateral Certificates to be pledged or (z) the
        amount by which the Invested Amount of a Collateral Certificate previously
        conveyed to the Trust is to be increased, as well as the applicable Addition
        Date or Increase Date and, in connection with the Additional Accounts, the
        Addition Cut-Off Date;

       

      (ii)                 the
        applicable Transferor shall represent and warrant as of the applicable Addition
        Cut-Off Date, each Additional Account is an Eligible Account;

       

       

      
        
          
          

        

        
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      (iii)                 the
        applicable Transferor shall represent and warrant as of the applicable Addition
        Date, each Additional Collateral Certificate is an Eligible Collateral
        Certificate;

       

      (iv)                 on
        or before the Addition Date with respect to Additional Accounts and the
        Receivables arising thereunder, the applicable Transferor shall have delivered
        to the Owner Trustee, on behalf of the Issuing Entity, and the Servicer a
        written assignment in substantially the form of Exhibit A-2 (the “Account
        Assignment”) and, within five Business Days after the Addition Date, the
        applicable Transferor shall have delivered to the applicable Collateral Agent,
        as designee, on behalf of the Issuing Entity, a true and complete list (in
        the
        form of a computer file, microfiche list, CD-ROM or such other form as is
        agreed
        upon between the applicable Transferor and the applicable Collateral Agent)
        of
        all Additional Accounts designated by such Account Assignment, identified
        by
        account number and the aggregate amount of the Receivables in each Additional
        Account as of the Addition Cut-Off Date, and stating to which Asset Pool
        such
        Additional Accounts belong, which list shall, as of such Addition Date, modify
        and amend and be incorporated into and made a part of such Account Assignment
        and this Agreement and shall supplement Schedule 1 to this
        Agreement;

       

      (v)                 on
        or before the Addition Date with respect to Additional Collateral Certificates,
        the applicable Transferor shall have delivered to the Owner Trustee, on behalf
        of the Issuing Entity, a written assignment in substantially the form of
        Exhibit
        A-1 (the “Certificate Assignment”) and each Collateral Certificate shall be
        registered in the name of the Owner Trustee, on behalf of the Issuing
        Entity;

       

      (vi)                 as
        of each of the Addition Cut-Off Date and the Addition Date, no Insolvency
        Event
        with respect to the Account Owner, as applicable, or such Transferor shall
        have
        occurred nor shall the transfer to the Trust of the Receivables arising in
        the
        Additional Accounts or of the Additional Collateral Certificate have been
        made
        in contemplation of the occurrence thereof;

       

      (vii)                 the
        acquisition by the Trust of the Receivables arising in the Additional Accounts
        or of the Additional Collateral Certificate shall not, in the reasonable
        belief
        of the applicable Transferor, result in an Adverse Effect;

       

      (viii)                 as
        of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale,
        transfer and assignment to the Trust of all right, title and interest, whether
        owned on the Addition Cut-Off Date or thereafter acquired, of the Transferor
        in
        the Receivables existing on the Addition Cut-Off Date or thereafter created
        in
        the Additional Accounts, all Interchange and Recoveries related thereto,
        all
        monies due or to become due and all amounts received or receivable with respect
        thereto and the “proceeds” (including “proceeds” as defined in the applicable
        UCC) thereof, or, if this Assignment does not constitute a sale of such
        property, it constitutes a grant of a “security interest” (as defined in the
        applicable UCC) in such property to the Trust, which, in the case of existing
        Receivables and the proceeds thereof, is enforceable upon execution and delivery
        of this Assignment, and which will be enforceable with respect to such
        Receivables hereafter created and the proceeds thereof upon such creation
        or (B)
        the 

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

         

        Addition
          Date in connection with an Additional Collateral Certificate, the Assignment
          constitutes either (x) a valid sale, transfer and assignment to the Trust
          of all
          right, title and interest of the Transferor in the Additional Collateral
          Certificate designated on the Addition Date and such Additional Collateral
          Certificate will be held by the Owner Trustee, on behalf of the Trust,
          free and
          clear of any Lien of any Person claiming through or under the Transferor
          or any
          of its Affiliates, or (y) a valid transfer for security of all of the
          Transferor’s right, title and interest  in such Additional Collateral
          Certificate to the Owner Trustee, on behalf of the Trust, which is enforceable
          upon execution and delivery of this Assignment.  Upon the filing of
          all such appropriate financing statements, the Trust shall have a first
          priority
          perfected security or ownership interest in such property and
          proceeds;

      

       

      (ix)                 if,
        with respect to any three-month period or with respect to any twelve-month
        period, the aggregate number of Additional Accounts designated to have their
        Receivables added to the Trust and designated for inclusion in any Asset
        Pool
        shall exceed the applicable Aggregate Addition Limit for such Asset Pool,
        the
        applicable Transferor shall have received notice from each Note Rating Agency
        that the inclusion pursuant to subsection 2.12(b) of such Additional Accounts
        in
        excess of the applicable Aggregate Addition Limit will not result in the
        reduction or withdrawal of its then existing rating of any Series, Class
        or
        Tranche of Notes then issued and Outstanding and shall have delivered such
        notice to the Owner Trustee, on behalf of the Issuing Entity;

       

      (x)                 if
        so notified by any Note Rating Agency on or before the second Business Day
        prior
        to the Addition Date with respect to additions of Additional Collateral
        Certificates pursuant to subsection 2.12(a) or on or before the fourth Business
        Day prior to the Addition Date with respect to additions of Additional
        Collateral Certificates pursuant to subsection 2.12(b) that such Note Rating
        Agency has elected to impose a Note Rating Agency Condition with respect
        to the
        addition of an Additional Collateral Certificate, the applicable Transferor
        shall have received notice from such Note Rating Agency on or prior to the
        applicable Addition Date that the Note Rating Agency Condition shall have
        been
        satisfied with respect to such Note Rating Agency and the Transferor shall
        have
        delivered such notice to the Owner Trustee, on behalf of the Issuing
        Entity;

       

      (xi)                 such
        Transferor shall have delivered to the Owner Trustee, on behalf of the Issuing
        Entity, an Officer’s Certificate, dated the Addition Date, confirming, to the
        extent applicable, the items set forth in clauses (ii) through (x) above;
        and

       

      (xii)                 on
        the Addition Date, the Transferor shall deliver to the Indenture Trustee,
        on
        behalf of the Issuing Entity (with a copy to each Note Rating Agency), an
        Opinion of Counsel with respect to the Receivables arising in Accounts included
        as Additional Accounts on such Addition Date substantially in the form of
        Exhibit H.

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      Section
        2.13        Removal of
        Accounts.

       

      (a)           Subject
        to the conditions set forth below, each Transferor may, but shall not be
        obligated to, designate Receivables from certain Accounts (the “Removed
        Accounts”) for removal from the Trust.  On or before the fifth
        Business Day (the “Removal Notice Date”) prior to the date on which the
        Receivables from the designated Removed Accounts will be reassigned to the
        applicable Transferor (the “Removal Date”), the Issuing Entity shall give the
        Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral
        Agent and each Note Rating Agency written notice that the Receivables from
        such
        Removed Accounts are to be reassigned to the applicable Transferor.

       

      (b)           The
        applicable Transferor shall be permitted to designate and require reassignment
        to it of Receivables from Removed Accounts only upon satisfaction of the
        following conditions:

       

      (i)                 all
        of the requirements for the removal of Accounts under the applicable Asset
        Pool
        Supplement have been satisfied;

       

      (ii)                 the
        Servicer shall represent and warrant that (x) a random selection procedure
        was
        used by the Servicer in selecting the Removed Accounts and only one such
        removal
        of randomly selected Accounts shall occur in the then current Monthly Period,
        (y) the Removed 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 Accounts subject
        to such
        arrangement, upon such cancellation or non-renewal and the third party has
        exercised such repurchase right or (z) the Removed Accounts were selected
        using
        another method that will not preclude transfers from being accounted for
        as
        sales under generally accepted accounting principles or prevent the Trust
        from
        continuing to qualify as a qualifying special purpose entity in accordance
        with
        SFAS 140 (or any relevant replacement statement);

       

      (iii)                 the
        removal of any Receivable of any Removed Accounts on any Removal Date shall
        not,
        in the reasonable belief of the applicable Transferor, cause, with respect
        to
        the Asset Pool from which such Receivables had been designated for removal,
        an
        Adverse Effect or the Transferor Amount for such Asset Pool to be less than
        the
        Required Transferor Amount for that Asset Pool or the Pool Balance for that
        Asset Pool to be less than the Minimum Pool Balance for such Monthly Period
        in
        which such removal occurs;

       

      (iv)                 on
        or prior to the Removal Date, the applicable Transferor shall have delivered
        to
        the Owner Trustee, on behalf of the Issuing Entity, for execution, a written
        assignment in substantially the form of Exhibit B (the “Reassignment”) and the
        Transferor shall have, within five Business Days after the Removal Date,
        or as
        otherwise agreed upon between the applicable Transferor and the applicable
        Collateral Agent, as designee, on behalf of the Issuing Entity, delivered
        to the
        applicable Collateral Agent, as designee, on behalf of the Issuing Entity,
        a
        true and complete list (in the form of a computer file, microfiche list,
        CD-ROM
        or such other form as is agreed upon between 

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

         

        the
          applicable Transferor and the Owner Trustee) of all Removed Accounts
          designated by such Reassignment, identified by account number and the aggregate
          amount of Receivables outstanding in each Removed Account as of the Removal
          Cut-Off Date, and stating from which Asset Pool such Removed Accounts are
          to be
          removed, which list shall, as of the Removal Date, modify and amend and
          be
          incorporated into and made a part of this Agreement;

      

       

      (v)                 on
        or prior to the Removal Date, if such removal is pursuant to subsection
        2.13(b)(ii)(z), the Note Rating Agency Condition shall have been satisfied;
        and

       

      (vi)                 (A)
        the Issuing Entity shall have delivered to the Owner Trustee an Officer’s
        Certificate confirming the items set forth in clause (i), (B) the Servicer
        shall
        have delivered to the Owner Trustee, on behalf of the Issuing Entity, an
        Officer’s Certificate confirming the items set forth in clause (ii) above and
        (C) the applicable Transferor shall have delivered to the Owner Trustee,
        on
        behalf of the Issuing Entity, an Officer’s Certificate confirming the items set
        forth in clauses (iii) through (v) above.  The Owner Trustee, the
        Indenture Trustee and the applicable Collateral Agent  may each
        conclusively rely on each 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 Owner Trustee, on behalf of the
        Issuing Entity, shall execute and deliver the Reassignment to such Transferor,
        and the Receivables from the Removed Accounts shall no longer constitute
        a part
        of the Collateral.

       

      Section
        2.14        Account
        Allocations.   In the event that any Transferor is unable for
        any reason to transfer Receivables to the Trust in accordance with the
        provisions of this Agreement (including by reason of the application of the
        provisions of Section 9.01 or any order of any Governmental Authority (a
        “Transfer Restriction Event”)), then, in any such event, (a) such Transferor and
        the Servicer agree (except as prohibited by any such order) to allocate and
        pay
        to the Trust, after the date of such inability, all Collections, including
        Collections of Principal Receivables and Finance Charge Receivables transferred
        to the Trust prior to the occurrence of such event, and all amounts which
        would
        have constituted Collections with respect to Principal Receivables and Finance
        Charge Receivables but for such Transferor’s inability to transfer such
        Receivables (up to the lesser of the amount of such insufficiency or an
        aggregate amount equal to the amount of Principal Receivables and Finance
        Charge
        Receivables in the Trust on such date transferred to the Trust by such
        Transferor), (b) such Transferor and the Servicer agree that such amounts
        will
        be applied as Collections in accordance with the terms of the applicable
        Asset
        Pool Supplement and the terms of each Indenture Supplement and (c) for only
        so long as the allocation and application of all Collections and all amounts
        that would have constituted Collections are made in accordance with clauses
        (a)
        and (b) above, Principal Receivables and Finance Charge Receivables (and
        all
        amounts which would have constituted 

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

         

        Principal
          Receivables and Finance Charge Receivables but for such Transferor’s inability
          to transfer Receivables to the Trust) which are charged off as uncollectible
          in
          accordance with this Agreement shall continue to be allocated in accordance
          with
          the terms of the applicable Asset Pool Supplement and each Indenture Supplement
          and all amounts that would have constituted Principal Receivables but for
          such
          Transferor’s inability to transfer Receivables to the Trust shall be deemed
          to be Principal Receivables for the purpose of calculating the applicable
          Noteholder Percentage with respect to Principal Receivables with respect
          to any
          Series, Class or Tranche secured by the Receivables designated for inclusion
          in
          any Asset Pool.  For the purpose of the immediately preceding
          sentence, such Transferor and the Servicer shall treat the first received
          Collections with respect to the Accounts as allocable to the Trust until
          the
          Trust shall have been allocated and paid Collections in an amount equal
          to the
          aggregate amount of Principal Receivables in the Trust as of the date of
          the
          occurrence of such event.  If such Transferor and the Servicer are
          unable pursuant to any Requirements of Law to allocate Collections as described
          above, such Transferor and the Servicer agree that, after the occurrence
          of such
          event, payments on each Account with respect to the principal balance of
          such
          Account shall be allocated first to the oldest principal balance of such
          Account
          and shall have such payments applied as Collections in accordance with
          the terms
          of the applicable Asset Pool Supplement and each Indenture
          Supplement.  The parties hereto agree that Finance Charge Receivables,
          whenever created, accrued in respect of Principal Receivables which 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 Collections with respect thereto
          shall
          continue to be allocated and paid in accordance with the terms of the applicable
          Asset Pool Supplement and each Indenture Supplement.

      

       

      Section
        2.15        Discount
        Receivables.

       

      (a)           The
        Transferor shall have the option to designate at any time and from time to
        time
        a fixed percentage or percentages, which may be a fixed percentage or a variable
        percentage based on a formula (the “Yield Factor”), currently zero, of all or
        any specified portion of Gross Principal Receivables outstanding that have
        been
        designated for inclusion in a specified Asset Pool on any date of determination
        and subsequently created to be treated as Discount Receivables and included
        as
        Finance Charge Receivables.  Subject to the conditions specified
        below, the Transferor may, without notice to or the consent of any Noteholder
        whose Notes are secured by a specified Asset Pool, from time to time, increase,
        reduce or eliminate the Yield Factor on or after such initial date of
        determination and any other specified date (each, a “Discount Option
        Date”).  The Transferor shall provide 30 days prior written notice of
        any such change in a Yield Factor with respect to a specified Asset Pool
        and the
        related Discount Option Date to the Servicer, the Owner Trustee, the Indenture
        Trustee, the applicable Collateral Agent and any Note Rating Agency and such
        change in the Yield Factor shall become effective on such Discount Option
        Date
        unless such designation in the reasonable belief of the Transferor would
        cause
        an Early Amortization Event or Event of Default with respect to any Series,
        Class or Tranche of Notes to occur, or an event which, with notice or lapse
        of
        time or both, would constitute an Early Amortization Event or Event of Default
        with respect to any Series, Class or Tranche of Notes.  In addition,
        on each Discount Option Date after a change in Yield Factor, the Transferor
        shall apply the new Yield Factor to all or the portion of the Gross Principal
        Receivables outstanding that have been designated for inclusion in a specified
        Asset Pool which are to be treated as Discount Receivables.

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (b)           After
        the Discount Option Date, Discount Receivables Collections with respect to
        Receivables designated for inclusion in an Asset Pool shall be treated as
        Finance Charge Collections to be allocated to such Asset Pool.

       

      [END
        OF ARTICLE II]

       

      
 

      
        
          
          

        

        
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      ARTICLE
        III

       

      COLLECTIONS,
        ALLOCATIONS, DEPOSITS AND PAYMENTS

       

      Section
        3.01        Collections and
        Allocations.  The Servicer (or, if the authority of the Servicer
        has been revoked pursuant to Section 10.01 hereof, the Indenture Trustee,
        or, if
        a Successor Servicer has been appointed, the Successor Servicer) shall receive
        from time to time funds from each Transferor in respect of Receivables and
        from
        each applicable Master Trust with respect to the Collateral Certificates
        pledged
        to the Trust.  Upon receipt of any funds in respect of a Collateral
        Certificate or Receivables, unless otherwise specified herein, the Servicer
        shall deposit such amounts in the Collection Account for the Asset Pool in
        which
        such Collateral Certificate or Receivables have been designated for inclusion,
        which amounts shall be applied by the applicable Collateral Agent, on behalf
        of
        the Indenture Trustee, for such Asset Pool pursuant to the Asset Pool Supplement
        for such Asset Pool.  Except as otherwise provided below, the Servicer
        shall deposit Collections with respect to Receivables into the Collection
        Account for the applicable Asset Pool as promptly as possible after the Date
        of
        Processing of such Collections, but in no event later than the second Business
        Day following the Date of Processing and shall deposit Collections received
        with
        respect to Collateral Certificates with respect to any Monthly Period into
        the
        Collection Account for the applicable Asset Pool no later than the First
        Note
        Transfer Date for the applicable Asset Pool in the next succeeding Monthly
        Period.  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 for each applicable
        Asset Pool and in no such event shall the Servicer deposit any Collections
        thereafter into any account established, held or maintained with the
        Servicer.

       

      For
        as long as Chase USA remains the Servicer hereunder and (i) no Servicer Rating
        Event shall have occurred and be continuing or (ii) Chase USA obtains a
        guarantee or letter of credit covering risk of collection with respect to
        its
        deposit and payment obligations under this Agreement (in form and substance
        satisfactory to each Note Rating Agency) from a guarantor having a short-term
        credit rating of at least “A-1” from Standard & Poor’s or “P-1” from Moody’s
        or “F1” from Fitch (or such other rating below “A-1” or “P-1” or, to the extent
        rated by Fitch, “F1,” as the case may be, which is acceptable to such Note
        Rating Agency), or (iii) the Note Rating Agency Condition will have been
        satisfied despite the Servicer’s inability to satisfy the rating requirement
        specified in clause (i) or (ii) above, or (iv) for five Business Days following
        any reduction of any such rating or failure to satisfy the conditions specified
        in clause (i) or (ii) above, the Servicer need not make daily deposits of
        Collections into the Collection Account as provided in the preceding paragraph,
        but may make deposits in an amount equal to the net amount of such deposits
        and
        payments which would have been made with respect to Notes to receive payments
        on
        the related Payment Dates had the conditions of this sentence not applied,
        into
        the Collection Account in immediately available funds not later than 1:00
        p.m.,
        New York City time, on each applicable Note Transfer Date following the Monthly
        Period with respect to which such deposit relates.  To the extent
        that, in accordance with this Section 3.01, the Servicer has retained amounts
        which would otherwise be required to be deposited into a Collection Account
        or
        any Supplemental Bank Account with respect to any Monthly Period, the Servicer
        shall be required to deposit such amounts in the applicable Collection Account
        or such 

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

         

        Supplemental
          Bank Account on the related Note Transfer Date to the extent necessary
          to make
          required distributions on the related Payment Date for such Asset
          Pool.

      

       

      Section
        3.02        Allocations of Finance
        Charge Collections, the Default Amount and the Trust Servicing
        Fee.

       

      (a)           With
        respect to each Monthly Period, the Servicer shall allocate to each Asset
        Pool
        an amount equal to the Finance Charge Collections from the Trust Assets
        identified in the applicable Asset Pool Supplement to be included in the
        Collateral for such Asset Pool for such Monthly Period.

       

      (b)           With
        respect to each Monthly Period, the Servicer shall allocate to each Asset
        Pool
        an amount equal to the Default Amount with respect to the Trust Assets
        identified in the applicable Asset Pool Supplement to be included in the
        Collateral for such Asset Pool for such Monthly Period.

       

      (c)           With
        respect to each Monthly Period, the Servicer shall allocate to each Asset
        Pool
        an amount equal to the Servicing Fee for that Asset Pool with respect to
        such
        Monthly Period.

       

      Section
        3.03        Allocations of Principal
        Collections.  With respect to each Monthly Period, the Servicer
        shall allocate to each Asset Pool an amount equal to the Principal Collections
        from the Trust Assets identified in the applicable Asset Pool Supplement
        to be
        included in the Collateral for such Asset Pool for such Monthly
        Period.

       

      Section
        3.04        Allocations of Finance
        Charge Collections, the Default Amount, the Servicing Fee and Principal
        Collections Allocable to the Transferor Interest of an Asset
        Pool.

       

      (a)           With
        respect to each Monthly Period, unless otherwise stated in any Indenture
        Supplement, the Servicer shall allocate to the holder of the Transferor Interest
        for an Asset Pool an amount equal to the product of (i) the Transferor
        Percentage for that Asset Pool with respect to such Monthly Period and (ii)
        the
        Finance Charge Collections allocable to that Asset Pool with respect to such
        Monthly Period.  If so specified in any Indenture Supplement, such
        amounts may be applied to cover certain shortfalls in the amount of investment
        earnings on investments of funds in certain Supplemental Bank
        Accounts.

       

      (b)           With
        respect to each Monthly Period, the Servicer shall allocate to the holder
        of the
        Transferor Interest for an Asset Pool an amount equal to the product of (i)
        the
        Transferor Percentage for that Asset Pool with respect to such Monthly Period
        and (ii) the Default Amount allocable to that Asset Pool with respect to
        such
        Monthly Period.

       

      (c)           With
        respect to each Monthly Period, the Servicer shall allocate to the holder
        of the
        Transferor Interest for an Asset Pool an amount equal to the product of (i)
        the
        Transferor Percentage for that Asset Pool with respect to such Monthly Period
        and (ii) the Servicing Fee for that Asset Pool with respect to such Monthly
        Period.

       

      (d)           With
        respect to each Monthly Period, unless otherwise stated in any Asset Pool
        Supplement or any Indenture Supplement, the Servicer shall allocate to the
        

       

       

      
        
          
          

        

        
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        holder
          of the Transferor Interest for an Asset Pool an amount equal to the product
          of
          (i) the Transferor Percentage for that Asset Pool with respect to such
          Monthly
          Period and (ii) the Principal Collections allocable to that Asset Pool
          with
          respect to such Monthly Period; provided, however, that amounts
          payable to the holder of the Transferor Interest for an Asset Pool pursuant
          to
          this subsection 3.04(d) shall instead be deposited into the Excess Funding
          Account for such Asset Pool to the extent that (i) the Transferor Amount
          for
          such Asset Pool is, or as a result of such payment would become, less than
          the
          Required Transferor Amount for such Asset Pool or (ii) the Pool Balance
          for such
          Asset Pool is, or as a result of such payment would become, less than the
          Minimum Pool Balance for such Asset Pool.

      

       

      (e)           To
        the extent there is more than one Transferor for an Asset Pool, the Asset
        Pool
        Supplement for that Asset Pool shall describe the distribution among the
        various
        Transferors of Collections, the Default Amount and the Trust Servicing Fee
        allocated to the Transferor Interest for that Asset Pool.

       

      (f)           Notwithstanding
        anything in this Agreement to the contrary, unless otherwise specified in
        the
        Indenture, any applicable Asset Pool Supplement or any applicable Indenture
        Supplement, the Servicer need not deposit any amount allocated to be paid
        to any
        Transferor pursuant to this Agreement, the Indenture, any applicable Asset
        Pool
        Supplement or any applicable Indenture Supplement into the Collection Account
        or
        any Supplemental Bank Account, but shall pay such amounts as collected to
        the
        applicable Transferor.

       

      Section
        3.05        Transfer of Defaulted
        Accounts.  Unless otherwise provided in any Series Supplement, in
        consideration of receiving Recoveries as provided in subsection 3.07(a),
        on the
        date on which an Account becomes a Defaulted Account, the Trust shall
        automatically and without further action or consideration be deemed to transfer,
        set over, and otherwise convey to the applicable Transferor, without recourse,
        representation, or warranty, all the right, title and interest of the Trust
        in
        and to the Receivables in such Defaulted Account, all monies due or to become
        due with respect thereto, all proceeds thereof allocable to the Trust with
        respect to such Receivables, excluding Recoveries relating thereto, which
        shall
        remain a Trust Asset.

       

      Section
        3.06        Adjustments for
        Miscellaneous Credits and Fraudulent Charges.

       

      (a)           The
        Servicer shall be obligated to reduce on a net basis for each Monthly Period
        the
        aggregate amount of Principal Receivables (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 (x)
        the
        calculation of the Transferor Amount for the applicable Asset Pool would
        cause
        the Transferor Amount for such Asset Pool to be an amount less than the Required
        Transferor Amount for such Asset Pool or (y) the calculation of the Pool
        Balance
        for such Asset Pool would cause the Pool Balance for such Asset Pool to be
        an
        amount less than the Minimum Pool Balance for such Asset Pool, the applicable
        Transferor shall make a deposit, no later than (A) the First Note Transfer
        

       

       

      
        
          
          

        

        
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        Date
          following the Monthly Period with respect to which such Credit Adjustment
          occurs
          or (B) in the event of a Servicer Rating Event, 10 Business Days after
          the
          inclusion of the Credit Adjustment that caused the Transferor Amount for
          such
          Asset Pool to be less than the Required Transferor Amount for such Asset
          Pool or
          the Pool Balance for such Asset Pool to be less than the Minimum Pool Balance
          for such Asset Pool, into the Excess Funding Account in immediately available
          funds in an amount equal to the greater of the amount by which (I) the
          Transferor Amount for the applicable Asset Pool would be less than the
          Required
          Transferor Amount or (II) the Pool Balance for the applicable Asset Pool
          would
          be an amount less than the Minimum Pool Balance for such Asset Pool, due
          to
          Credit Adjustments with respect to Receivables conveyed by such Transferor
          (each
          such deposit, an “Adjustment Payment”).

      

       

      (b)           If
        (i) the Servicer makes a deposit into the Collection Account in respect of
        a
        Collection of a Receivable and such Collection was received by the Servicer
        in
        the form of a check which is not honored for any reason or (ii) the Servicer
        makes a mistake with respect to the amount of any Collection and deposits
        an
        amount that is less than or more than the actual amount of such Collection,
        the
        Servicer shall appropriately adjust the amount subsequently deposited into
        the
        Collection Account to reflect such dishonored check or mistake.  Any
        Receivable in respect of which a dishonored check is received shall be deemed
        not to have been paid.  Notwithstanding the first two sentences of
        this paragraph, adjustments made pursuant to this Section 3.06 shall not
        require
        any change in any report previously delivered pursuant to subsection
        4.04(a).

       

      Section
        3.07        Recoveries and
        Interchange.

       

      (a)           Recoveries.  On
        or prior to the second Business Day following the end of each Monthly Period,
        the Transferor shall notify the Servicer of the amount of Recoveries to be
        included as Collections for each Asset Pool with respect to the preceding
        Monthly Period.  On the First Note Transfer Date following the
        applicable Monthly Period, the Transferor shall pay to the Servicer and the
        Servicer shall deposit into the Collection Account for each Asset Pool, in
        immediately available funds, the amount of Recoveries to be so included as
        Collections for that Asset Pool with respect to the preceding Monthly Period;
        provided, however, that such deposit need be made only to the
        extent that such funds are required to be retained in the applicable Bank
        Accounts for the benefit of any Series, Class or Tranche of Notes for that
        Asset
        Pool pursuant to the provisions of this Article III of this Agreement, any
        applicable Asset Pool Supplement or any applicable Indenture Supplement provided
        that any such amount that is not so deposited shall be paid to the applicable
        Transferor.

       

      (b)           Interchange.  On
        or prior to the second Business Day following the end of each Monthly Period,
        each Account Owner shall notify the Servicer of the Interchange Amount, if
        any,
        which is required to be included as Finance Charge Collections with respect
        to
        the preceding Monthly Period.  On the First Note Transfer Date
        following the applicable Monthly Period, each Account Owner shall pay to
        the
        Servicer and the Servicer shall deposit into the Collection Account, in
        immediately available funds, the Interchange Amount to be so included as
        Finance
        Charge Collections with respect to the preceding Monthly Period;
provided, however, that such deposit need be made only to the
        extent that such funds are required to be retained in the applicable Bank
        Accounts for the benefit of any Series, Class or Tranche of Notes pursuant
        to
        the provisions of this Article III of this Agreement, any applicable Asset
        Pool


       

       

      
        
          
          

        

        
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        Supplement
          or any applicable Indenture Supplement and any such amount that is not
          so
          deposited shall be paid to the applicable Transferor.

      

       

      [END
        OF ARTICLE III]

      


      
        
          
          

        

        
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      ARTICLE
        IV

       

      SERVICING
        OF RECEIVABLES

       

       

      Section
        4.01        Acceptance of Appointment
        and Other Matters Relating to the Servicer.

       

      (a)           Chase
        USA agrees to act as the Servicer under this Agreement.

       

      (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.  The Servicer shall
        service and administer the Collateral Certificates and shall collect payments
        due under the Collateral Certificates in accordance with the terms and
        provisions of each such Collateral Certificate.  The Servicer 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 10.01, the Servicer is hereby authorized and empowered
        unless
        such power is revoked by the Indenture Trustee on account of the occurrence
        of a
        Servicer Default pursuant to Section 10.01, (i) to instruct the applicable
        Collateral Agent, the Indenture Trustee or the Owner Trustee to make
        allocations, withdrawals and payments to or from the Collection Account,
        the
        Excess Funding Account and any Supplemental Bank Account or Sub-Account as
        set forth in this Agreement, the Indenture, the applicable Asset Pool Supplement
        or any Indenture Supplement, (ii) to take any action required or permitted
        under
        any Supplemental Credit Enhancement or Derivative Agreement, as set forth
        in this Agreement, the applicable Asset Pool Supplement, the Indenture or
        any
        Indenture Supplement, (iii) to instruct the applicable Collateral Agent,
        the
        Indenture Trustee or the Owner Trustee in writing, as set forth in this
        Agreement, (iv) to execute and deliver, on behalf of the Trust 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
        or the Collateral Certificates and, after the delinquency of any Receivable
        and
        to the extent permitted under and in compliance with applicable Requirements
        of
        Law, to commence enforcement proceedings with respect to such Receivables,
        (v)
        to execute and deliver, on behalf of the Trust, any and all instruments deemed
        necessary or appropriate by it to take any action or fulfill any obligation
        with
        respect to the Collateral Certificates and (vi) to make any filings, reports,
        notices, applications, registrations with, and to seek any consents or
        authorizations from the 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.  Each of the Collateral
        Agents, the Indenture Trustee and the Owner Trustee agrees that it shall
        promptly follow the instructions of the Servicer to withdraw funds from the
        applicable Bank Account and to take any action required under any Supplemental
        Credit Enhancement or Derivative Agreement at such time as required under
        this
        Agreement, the applicable Asset Pool Supplement, the Indenture or any Indenture
        Supplement.  Each of the Collateral Agents, the Indenture Trustee and
        the Owner Trustee shall execute at the Servicer’s written request such documents
        prepared by any Transferor and acceptable to the applicable Collateral Agent
        or


       

       

      
        
          
          

        

        
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        the
          Indenture Trustee, as may be necessary or appropriate to enable the Servicer
          to
          carry out its servicing and administrative duties hereunder.

      

       

      (c)           The
        Servicer shall not, and no Successor Servicer shall, 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 or such Successor Servicer, as the case may be, in connection with
        servicing other credit card receivables.

       

      (d)           The
        Servicer shall comply with and perform its servicing obligations with respect
        to
        the Accounts and Receivables in accordance with the Credit Card Agreements
        relating to the Accounts and the Credit Card Guidelines and all applicable
        rules
        and regulations of the applicable credit card company, except insofar as
        any
        failure to so comply or perform would not materially and adversely affect
        the
        Trust or the Noteholders.

       

      (e)           The
        Servicer shall, on and after such time as Receivables are included as Trust
        Assets, pay out of its own funds, without reimbursement, all expenses incurred
        in connection with the Trust and the servicing activities hereunder including
        expenses related to enforcement of the Collateral Certificates and the
        Receivables.  Prior to the inclusion of Receivables as Trust Assets,
        such expenses shall be paid by each Transferor in accordance with Section
        12.03.

       

      (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 accounts covering such actions and in such amounts as the Servicer
        believes to be reasonable from time to time.

       

      Section
        4.02        Servicing
        Compensation.  As compensation for its servicing activities
        hereunder and under each Asset Pool Supplement and as reimbursement for any
        expense incurred by it in connection therewith, the Servicer shall be entitled
        to receive a servicing fee (the “Trust Servicing Fee”) with respect to each
        Monthly Period prior to the termination of the Trust pursuant to Article
        VIII of
        the Trust Agreement, payable monthly on the related Payment Date.  For
        each Monthly Period, the Trust Servicing Fee shall be equal to the sum of
        the
        Servicing Fees for each Asset Pool for such Monthly Period.  The
        Issuing Entity, as holder of each Collateral Certificate, agrees to pay the
        portion of the Trust Servicing Fee owed to each Master Trust Servicer as
        servicer of the Receivables underlying such Collateral Certificate; provided,
        however, in no event shall the Owner Trustee (as such or in its individual
        capacity), the Indenture Trustee, the Administrator, any Collateral Agent
        or the
        Noteholders of any Series be liable for the share of the Trust Servicing
        Fee
        with respect to any Monthly Period to be paid by the holder of any Collateral
        Certificates.

       

      Section
        4.03        Representations,
        Warranties and Covenants of the Servicer.  Chase USA, as Servicer,
        hereby makes, and any Successor Servicer by its appointment hereunder shall
        make, with respect to itself, on each Issuance Date, each Addition Date and
        each
        Increase Date (and on the date of any such appointment), the following
        representations, warranties and covenants on which the Trust, the Owner Trustee,
        the applicable Collateral Agent and the Indenture Trustee shall be deemed
        to have relied in accepting each Collateral Certificate, any 

       

       

      
        
          
          

        

        
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        increase
          in a Collateral Certificate previously conveyed to the Trust and each Receivable
          in trust and in entering into the Indenture and the applicable Asset Pool
          Supplement:

      

       

      (a)           Organization
        and Good Standing.  The Servicer is a national banking association
        duly organized and validly existing in good standing under the laws of the
        United States 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 such business is presently conducted, and to execute, deliver and
        perform its obligations under this Agreement.

       

      (b)           Due
        Qualification.  The Servicer is not required to qualify nor
        register as a foreign corporation in any state in order to service the
        Receivables as required by this Agreement and has obtained all licenses and
        approvals necessary in order to so service the Receivables as required under
        federal law.  If the Servicer shall be required by any Requirement of
        Law to so qualify or register or obtain such license or approval, then it
        shall
        do so.

       

      (c)           Due
        Authorization.  The execution, delivery, and performance of this
        Agreement and the other agreements and instruments executed or to be executed
        by
        the Servicer as contemplated hereby, have been duly authorized by the Servicer
        by all necessary action on the part of the Servicer and this Agreement will
        remain, from the time of its execution, an official record 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
        such enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting creditors’ rights in
        general and the rights of creditors of national banking
        associations.

       

      (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.

       

      (f)           No
        Proceedings.  There are no proceedings or investigations pending
        or, to the best knowledge of the Servicer, threatened against the Servicer
        before any Governmental Authority seeking to prevent 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 

       

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

         

        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
          an Adverse Effect.

      

       

      (h)           No
        Rescission or Cancellation.  The Servicer shall not permit any
        rescission or cancellation of any Collateral Certificate or any Receivable
        except as ordered by a court of competent jurisdiction or other Governmental
        Authority or in accordance with the normal operating procedures of the
        Servicer.

       

       

      (i)           Protection
        of Rights.  The Servicer shall take no action which, nor omit to
        take any action the omission of which, would impair the rights of the Trust,
        the
        applicable Collateral Agent, the Indenture Trustee or the Noteholders in
        any
        Collateral Certificate or any Receivable or the related Account, if any,
        nor
        shall it reschedule, revise or defer payments due on any Receivable except
        in
        accordance with the Credit Card Guidelines.

       

      (j)           Receivables
        Not To Be Evidenced by Promissory Notes. Except in connection with its
        enforcement or collection of an Account, the Servicer will take no action
        to
        cause any Receivable to be evidenced by any instrument (as defined in the
        UCC as
        in effect in the State of Delaware) and if any Receivable is so evidenced
        it
        shall be reassigned or assigned to the Servicer as provided in this
        Section.

       

      (k)           All
        Consents.  All authorizations, consents, orders or approvals of or
        registrations or declarations with any Governmental Authority required to
        be
        obtained, effected or given by the Servicer in connection with the execution
        and
        delivery of this Agreement by the Servicer and the performance of the
        transactions contemplated by this Agreement by the Servicer, have been duly
        obtained, effected or given and are in full force and effect.

       

      Section
        4.04        Reports and Records for
        the Owner Trustee, the Indenture Trustee and the Applicable Collateral
        Agent.

       

      (a)           Daily
        Records.  On each Business Day, the Servicer shall prepare or
        cause to be made available at the office of the Servicer for inspection by
        the
        Owner Trustee, the Indenture Trustee and the applicable Collateral Agent
        upon
        request a record setting forth (i) the aggregate amount of Collections processed
        by the Servicer on the second preceding Business Day, (ii) the aggregate
        amount
        of Receivables as of the close of business on the second preceding Business
        Day
        in the Accounts and (iii) the Invested Amount of each Collateral Certificate
        as
        of the close of business on the second preceding Business Day.

       

      (b)           Monthly
        Servicer’s Certificate.  Unless otherwise stated in
        the related Asset Pool Supplement, on each Determination Date, the Servicer
        shall, with respect to each outstanding Series, deliver to the Owner Trustee,
        the Indenture Trustee, the applicable Collateral Agent and each Note Rating
        Agency a certificate of an authorized officer of the Servicer in substantially
        the form set forth in the related Asset Pool Supplement.  A copy of
        such certificate may be obtained by any Noteholder or Note Owner by a request
        in
        writing to the Owner Trustee addressed to the Corporate Trust
        Office.

       

       

      
        
          
          

        

        
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      Section
        4.05        Annual Certificate of
        Servicer.

       

      (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 shall deliver to
        the
        Owner Trustee, the Indenture Trustee, the Collateral Agent and each Note
        Rating
        Agency, the statement of compliance required under Item 1123 of Regulation
        AB
        with respect to such fiscal year, substantially in the form of Exhibit C,
        which
        statement shall be in the form of an Officer’s Certificate of the Servicer to
        the effect that (i) 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 and (ii) to the best
        of such
        officer’s knowledge, based on such review, the Servicer has fulfilled all of its
        obligations under this Agreement in all material respects 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.  A copy of such statement may be obtained
        by any Noteholder or Note Owner by a request in writing to the Owner Trustee
        addressed to the Corporate Trust Office.

       

      (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 shall deliver to the Owner Trustee, the Indenture Trustee, the
        Collateral Agent and each Note Rating Agency, a report of compliance with
        servicing criteria required under Item 1122 of Regulation AB with respect
        to
        such fiscal year, substantially in the form of Exhibit F, 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 Noteholder or Note
        Owner by a request in writing to the Owner Trustee addressed to the Corporate
        Trust Office.

       

      Section
        4.06        Annual Servicing Report
        of Independent Certified Public Accountants; Copies of Reports
        Available.

       

      (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
        Owner
        Trustee, the Indenture Trustee, the Collateral Agent and each Note 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.  A
        copy of such report or reports may be 

       

       

      
        
          
          

        

        
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        obtained
          by any Noteholder or Note Owner by a request in writing to the Owner Trustee
          addressed to the Corporate Trust Office.

      

       

      (b)           [RESERVED].

       

      (c)           In
        the event such independent public accountants require the Indenture Trustee
        to
        agree to the procedures to be performed by such firm in any of the reports
        required to be prepared pursuant to this Section 4.06, the Servicer shall
        direct
        the Indenture Trustee in writing to so agree; it being understood and agreed
        that the Indenture Trustee will deliver such letter of agreement in conclusive
        reliance upon the direction of the Servicer, and the Indenture Trustee has
        not
        made any independent inquiry or investigation as to, and shall have no
        obligation or liability in respect of, the sufficiency, validity or correctness
        of such procedures.

       

      Section
        4.07        Tax
        Treatment.  Unless otherwise specified in the Indenture or an
        Indenture Supplement with respect to a particular Series, Class or Tranche,
        each
        Transferor has entered into this Agreement, and the Notes will be issued,
        with
        the intention that, for federal, state and local income and franchise tax
        purposes, (i) the Notes of each Series, Class or Tranche which are characterized
        as indebtedness at the time of their issuance will qualify as indebtedness
        secured by the Trust Assets and (ii) the Trust shall not be treated as an
        association or publicly traded partnership taxable as a
        corporation.  Each Transferor, by entering into this Agreement, and
        each Noteholder, by the acceptance of any such Note (and each Note Owner,
        by its
        acceptance of an interest in the applicable Note), agree to treat such Note
        for
        federal, state and local income and franchise tax purposes as indebtedness
        of
        the Transferor.  Each Holder of such Note agrees that it will cause
        any Note Owner acquiring an interest in a Note through it to comply with
        this
        Agreement as to treatment as indebtedness under applicable tax law, as described
        in this Section 4.07.  The parties hereto agree that they shall not
        cause or permit the making, as applicable, of any election under Treasury
        Regulation Section 301.7701-3 whereby the Trust or any portion thereof would
        be
        treated as a corporation for federal income tax purposes and, except as required
        by Section 7.15 of the Indenture, shall not file tax returns or obtain any
        federal employer identification number for the Trust but shall treat the
        Trust
        as a security device for federal income tax purposes.  The provisions
        of this Agreement shall be construed in furtherance of the foregoing intended
        tax treatment.

       

      Section
        4.08        Notices to Chase
        USA.  In the event that Chase USA is no longer acting as Servicer,
        any Successor Servicer shall deliver or make available to Chase USA each
        certificate and report required to be provided thereafter pursuant to subsection
        4.04(b), Section 4.05 and subsection 4.06(a).

       

      Section
        4.09        Reports to the
        Commission.  The Servicer shall, on behalf of the Trust, cause to
        be filed with the Commission any periodic reports required to be filed under
        the
        provisions of the Securities Exchange Act of 1934 and the rules and regulations
        of the Commission thereunder.  The applicable Transferor shall, at its
        own expense, cooperate in any reasonable request of the Servicer in connection
        with such filings.

       

      [END
        OF ARTICLE IV]

      


      
        
          
          

        

        
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      ARTICLE
        V

       

      ADMINISTRATION
        OF THE TRUST; DUTIES OF THE ADMINISTRATOR

       

       

      Section
        5.01        Appointment of
        Administrator; Duties of Administrator.

       

      (a)           The
        Issuing Entity hereby appoints Chase USA to act as administrator (the
“Administrator”), subject to Section 5.08.

       

      (b)           Duties
        of Administrator with Respect to the Related Agreements.  The
        Administrator shall consult with the Owner Trustee regarding the duties of
        the
        Issuing Entity and the Owner Trustee under the Related
        Agreements.  The Administrator shall monitor the performance of the
        Issuing Entity and shall advise the Owner Trustee when action is necessary
        to
        comply with the Issuing Entity’s or the Owner Trustee’s duties under the Related
        Agreements.  The Administrator shall prepare for execution by the
        Issuing Entity or the Owner Trustee or shall cause the preparation by other
        appropriate Persons of all such documents, reports, filings, instruments,
        certificates and opinions as it shall be the duty of the Issuing Entity or
        the
        Owner Trustee to prepare, file or deliver pursuant to any Related
        Agreement.  In furtherance of the foregoing, the Administrator shall
        take all appropriate action that it is the duty of the Issuing Entity or
        the
        Owner Trustee to take pursuant to the Indenture, any Indenture Supplement
        and
        any Asset Pool Supplement including, such of the foregoing as are required
        with
        respect to the following matters under the Indenture, any Indenture Supplement
        and any Asset Pool Supplement (parenthetical references are to Articles or
        Sections of the Indenture):

       

      (A)           the
        duty to cause the Note Register to be kept, and notifying the Indenture Trustee
        of any appointment of a new Note Registrar and the location, or change in
        location, of the Note Registrar (subsections 3.05(a) and 3.05(i));

       

      (B)           preparing
        or obtaining the documents, legal opinions and instruments required for
        execution, authentication and delivery of the Notes, and delivery of the
        same to
        the Indenture Trustee for authentication (Sections 3.03, 3.04 and 3.10),
        providing for the replacement of mutilated, destroyed, lost or stolen Notes
        (Section 3.06), providing for the exchange or transfer of Notes (Section
        3.05)
        and, to the extent set forth in the related Indenture Supplement, notifying
        each
        Note Rating Agency in writing of the issuance of any Tranche, Class or Series
        of
        Notes;

       

      (C)           directing
        the Collateral Agent with respect to the investment of funds in the Bank
        Accounts (Section 4.03);

       

      (D)           preparing
        or obtaining the documents, legal opinions and instruments required to be
        delivered to the Indenture Trustee with respect to the satisfaction and
        discharge of the Indenture (subsection 5.01(c)) and preparing the documents
        necessary for the Indenture Trustee to acknowledge the same (subsection
        5.01(a));

       

       

      
        
          
          

        

        
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      (E)           on
        the resignation or removal of any Indenture Trustee, appointing a successor
        Indenture Trustee (subsection 7.10(e)) and giving written notice of such
        resignation or removal and appointment to each Noteholder (subsection
        7.10(f));

       

      (F)           preparing
        or causing to be prepared tax returns for the Issuing Entity (if required)
        and
        the reporting information for the Noteholders (Section 7.15);

       

      (G)           preparing
        on behalf of the Issuing Entity written instructions regarding any action
        proposed to be taken or omitted by the Indenture Trustee upon the Indenture
        Trustee’s application therefor (Section 7.18);

       

      (H)           furnishing
        to the Indenture Trustee a list of the names and addresses of the Registered
        Noteholders not more than 15 days after each Record Date or at such other
        times
        as the Indenture Trustee may request in writing (Section 8.01);

       

      (I)           establishing
        reasonable rules for matters relating to Action by or a meeting of Noteholders
        not otherwise set forth in Section 8.04 of the Indenture (subsection
        8.04(g));

       

      (J)           preparing
        for the Issuing Entity such filings for filing with the Commission, and
        providing the Indenture Trustee with copies thereof once filed, as required
        by
        the Exchange Act or otherwise as in accordance with rules and regulations
        prescribed from time to time by the Commission (Section 8.05);

       

      (K)           preparing,
        completing and delivering to the Indenture Trustee and the trustee for the
        applicable Master Trust (with a copy to each Note Rating Agency), a Monthly
        Noteholders’ Statement (Section 8.06);

       

      (L)           preparing
        for the Issuing Entity the Payment Instruction after the Issuing Entity receives
        each Monthly Servicer’s Certificate under the applicable Series Supplement,
        delivering a copy thereof to the Indenture Trustee and the trustee for the
        applicable Master Trust and compiling such other information for the Issuing
        Entity (subsection 8.07(a));

       

      (M)           preparing
        or obtaining any necessary Opinion of Counsel, Issuing Entity Tax Opinion,
        Officer’s Certificate, or other document or instrument as may be required in
        connection with any supplemental indenture or amendment to the Indenture,
        any
        Indenture Supplement or any Asset Pool Supplement (Article IX);

       

      (N)           giving
        notice to each Note Rating Agency and collecting the vote of Noteholders,
        as
        necessary, in connection with any 

       

       

      
        
          
          

        

        
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        supplemental
          indenture or amendment to the Indenture, any Indenture Supplement or any
          Asset
          Pool Supplement (Article IX);

      

       

      (O)           appointing
        Paying Agents (Section 10.02) and causing any such Paying Agents to execute
        and
        deliver to the Indenture Trustee an instrument pursuant to which it agrees
        to
        act as Paying Agent as set forth in Section 10.03 of the Indenture;

       

      (P)           preparing
        Officer’s Certificates of the Issuing Entity directing the Paying Agent to pay
        to the Indenture Trustee sums held in trust by the Issuing Entity or such
        Paying
        Agent for the purpose of discharging the Indenture (Section 10.03);

       

      (Q)           preparing
        written statements for execution by an Authorized Officer as required by
        Section
        10.04 of the Indenture;

       

      (R)           performing
        or causing to be performed all things necessary to preserve and keep in full
        force and effect the legal existence of the Issuing Entity (Section 10.05)
        and
        comply with applicable law (Section 10.07);

       

      (S)           giving
        prompt written notice to the Indenture Trustee and each Note Rating Agency
        of
        each Event of Default under the Indenture, each breach on the part of the
        applicable Master Trust Servicer or the applicable Master Trust Transferor
        of
        its respective obligations under the applicable Pooling and Servicing Agreement
        or any default of a Derivative Counterparty (Section 10.08);

       

      (T)           providing
        to Noteholders and prospective Noteholders information required to be provided
        by the Issuing Entity pursuant to Rule 144A under the Securities Act (Section
        10.11);

       

      (U)           performing
        and observing all of the Issuing Entity’s obligations under the Indenture, any
        Indenture Supplement, any Asset Pool Supplement, the Trust Agreement and
        any
        other instrument or agreement relating to the Collateral including preparing
        and
        causing the Issuing Entity to file UCC financing statements and continuation
        statements (Section 10.12);

       

      (V)           preparing
        or obtaining the instruments, documents, agreements, certificates and legal
        opinions required to be delivered by the Issuing Entity and preparing any
        notice
        required to be given to the Note Rating Agencies and the Indenture Trustee,
        in
        connection with the merger or consolidation of the Issuing Entity with any
        other
        Person (subsection 10.13(a)) or the conveyance or transfer of any of the
        Issuing
        Entity’s property or assets (subsection 10.13(b));

       

      (W)           giving
        written notice to the affected Noteholders of any optional repurchase by
        the
        Servicer (Section 11.02) and to the 

       

       

      
        
          
          

        

        
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        Indenture
          Trustee and each Note Rating Agency with respect to any such optional repurchase
          or Early Amortization Event (Section 11.03);

      

       

      (X)           to
        the extent set forth herein or in the related Asset Pool Supplement, preparing
        or obtaining the instruments, documents, agreements and legal opinions required
        to be delivered by the Issuing Entity and/or the Collateral Agent and preparing
        any notice required to be given by the Issuing Entity to the Note Rating
        Agencies, the Indenture Trustee, the applicable Collateral Agent and the
        Servicer in connection with addition or removal of Collateral, and designating
        such Collateral to be added or removed, as the case may be;

       

      (Y)           to
        the extent set forth herein or in the related Asset Pool Supplement, taking,
        or
        assisting the Issuing Entity and/or the Collateral Agent in taking, all actions
        necessary and advisable to obtain, maintain and enforce a perfected lien
        on and
        security interest in the Collateral in favor of the Collateral Agent and
        preparing for execution and delivery or filing by the Issuing Entity all
        supplements and amendments to this Agreement and any Asset Pool Supplement
        and
        all financing statements, continuation statements, instruments of further
        assurance and other instruments;

       

      (Z)           to
        the extent set forth herein or in the related Asset Pool Supplement, obtaining
        legal opinions with respect to the security interest in the
        Collateral;

       

      (AA)        to
        the extent set forth in the related Asset Pool Supplement, assisting the
        Issuing
        Entity in appointing a suitable successor Collateral Agent as necessary,
        and
        giving written notice to each Note Rating Agency with respect to the removal
        of
        the Collateral Agent and the appointment of a successor;

       

      (BB)         to
        the extent set forth in the related Asset Pool Supplement, establishing and
        maintaining or causing to be established and maintained certain Bank Accounts;
        and

       

      (CC)         to
        the extent set forth in the related Asset Pool Supplement, directing the
        Collateral Agent with respect to the investment of funds in the Bank
        Accounts.

       

      (c)           Additional
        Duties.

       

      (i)                 In
        addition to the duties of the Administrator set forth above, the Administrator
        shall perform all duties and obligations of the Issuing Entity under the
        Related
        Agreements and shall perform such calculations and shall prepare for execution
        by the Issuing Entity and shall cause the preparation by other appropriate
        Persons of all such documents, reports, filings, instruments, certificates
        and
        opinions as it shall be the duty of the Issuing Entity or the Owner Trustee
        to
        prepare, file or deliver pursuant to the Related Agreements, and at the request
        of the Issuing Entity shall take all appropriate 

       

       

      
        
          
          

        

        
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        action
          that it is the duty of the Issuing Entity or the Owner Trustee to take
          pursuant
          to the Related Agreements.  Subject to Section 5.05 of this Agreement,
          and in accordance with the directions of the Issuing Entity, the Administrator
          shall administer, perform or supervise the performance of such other activities
          in connection with the Collateral (including the Related Agreements) as
          are not
          covered by any of the foregoing provisions and as are expressly requested
          by the
          Owner Trustee and are reasonably within the capability of the
          Administrator.

      

       

      (ii)                 The
        Administrator shall perform the duties of the Administrator specified in
        Section
        5.02 of the Trust Agreement required to be performed in connection with the
        resignation or removal of the Owner Trustee, and any other duties expressly
        required to be performed by the Administrator under the Trust
        Agreement.

       

      (iii)                 In
        carrying out the foregoing duties or any of its other obligations under this
        Agreement, the Administrator may enter into transactions with or otherwise
        deal
        with any of its Affiliates; provided, however, that the terms of
        any such transactions or dealings shall be in accordance with any directions
        received from the Issuing Entity and shall be, in the Administrator’s opinion,
        no less favorable to the Issuing Entity than would be available from
        unaffiliated parties.

       

      (iv)                 It
        is the intention of the parties hereto that the Administrator shall, and
        the
        Administrator hereby agrees to, execute on behalf of the Issuing Entity all
        such
        documents, reports, filings, instruments, certificates and opinions as it
        shall
        be the duty of the Issuing Entity to prepare, file or deliver pursuant to
        the
        Related Agreements.  In furtherance thereof, the Owner Trustee shall,
        on behalf of the Issuing Entity, execute and deliver to the Administrator
        and
        its agents, and to each successor Administrator appointed pursuant to the
        terms
        hereof, one or more powers of attorney substantially in the form of Exhibit
        E,
        appointing the Administrator the attorney-in-fact of the Issuing Entity for
        the
        purpose of executing on behalf of the Issuing Entity all such documents,
        reports, filings, instruments, certificates and opinions.

       

      (d)           Non-Ministerial
        Matters.

       

      (i)                 With
        respect to matters that in the reasonable judgment of the Administrator are
        non-ministerial, the Administrator shall not take any action unless within
        a
        reasonable time before the taking of such action, the Administrator shall
        have
        notified the Owner Trustee of the proposed action and the Owner Trustee shall
        not have withheld consent or provided an alternative direction.  For
        the purpose of the preceding sentence, “non-ministerial matters” shall
        include:

       

      (1)           the
        amendment of or any supplement to the Indenture;

       

      (2)           the
        initiation of any claim or lawsuit by the Issuing Entity and the compromise
        of
        any action, claim or lawsuit brought by or against the Issuing
        Entity;

       

       

      
        
          
          

        

        
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      (3)           the
        amendment, change or modification of the Related Agreements;

       

      (4)           the
        appointment of successor Note Registrars, successor Paying Agents and successor
        trustees pursuant to the Indenture or the appointment of successor
        Administrators, or the consent to the assignment by the Note Registrar, Paying
        Agent or trustee of its obligations under the Indenture; and

       

      (5)           the
        removal of the Indenture Trustee.

       

      (ii)                 Notwithstanding
        anything to the contrary in this Agreement, the Administrator shall not be
        obligated to, and shall not, (x) make any payments to the Noteholders or
        any
        Transferor under the Related Agreements or (y) take any other action that
        the
        Issuing Entity directs the Administrator not to take on its behalf.

       

      Section
        5.02        Records.  The
        Administrator shall maintain appropriate books of account and records relating
        to services performed hereunder, which books of account and records shall
        be
        accessible for inspection by the Issuing Entity, the Owner Trustee, the
        Indenture Trustee, the applicable Collateral Agent and any Transferor at
        any
        time during normal business hours.

       

      Section
        5.03        Compensation.  As
        compensation for the performance of the Administrator’s obligations under this
        Agreement, the Administrator shall be entitled to an amount not to exceed
        $5,000
        per month, in addition to reimbursement for its liabilities and extra
        out-of-pocket expenses related to its performance hereunder or under any
        Related
        Agreement.  Such amounts shall be paid by the Transferor in accordance
        with Section 12.03.

       

      Section
        5.04        Additional Information To
        Be Furnished to Issuing Entity.  The Administrator shall furnish
        to the Issuing Entity, the Indenture Trustee or the applicable Collateral
        Agent
        from time to time such additional information regarding the Related Agreements
        and the Trust as each of them shall reasonably request.

       

      Section
        5.05        Independence of
        Administrator.  For all purposes of this Agreement, the
        Administrator shall be an independent contractor and shall not be subject
        to the
        supervision of the Issuing Entity or the Owner Trustee with respect to the
        manner in which it accomplishes the performance of its obligations
        hereunder.  Unless expressly authorized by the Issuing Entity, the
        Administrator shall have no authority to act for or represent the Issuing
        Entity
        or the Owner Trustee in any way and shall not otherwise be deemed an agent
        of
        the Issuing Entity or the Owner Trustee.

       

      Section
        5.06        No Joint
        Venture.  Nothing contained in this Agreement shall (i) constitute
        the Administrator and either of the Issuing Entity or the Owner Trustee as
        members of any partnership, joint venture, association, syndicate,
        unincorporated business or other separate entity, (ii) be construed to impose
        any liability as such on any of them or (iii) be deemed to confer on any
        of them
        any express, implied or apparent authority to incur any obligation or liability
        on behalf of the others.

       

       

      
        
          
          

        

        
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      Section
        5.07        Other Activities of
        Administrator.  Nothing herein shall prevent the Administrator or
        its Affiliates from engaging in other businesses or, in its sole discretion,
        from acting in a similar capacity as an administrator for any other person
        or
        entity even though such person or entity may engage in business activities
        similar to those of the Issuing Entity, the Owner Trustee, the Collateral
        Agent
        or the Indenture Trustee.

       

      Section
        5.08        Termination, Resignation
        and Removal of Administrator.

       

      (a)           Subject
        to subsection 5.08(d), the Administrator may resign its duties hereunder
        by
        providing the Issuing Entity with at least 60 days prior written
        notice.

       

      (b)           Subject
        to subsection 5.08(d), the Issuing Entity may, with written notice to each
        Note
        Rating Agency, remove the Administrator without cause by providing the
        Administrator with at least 60 days prior written notice.

       

      (c)           Subject
        to subsection 5.08(d), at the sole option of the Issuing Entity and with
        written
        notice to each Note Rating Agency, the Administrator may be removed immediately
        upon written notice of termination from the Issuing Entity to the Administrator
        if any of the following events shall occur:

       

      (i)                 the
        Administrator shall default in the performance of any of its duties under
        this
        Agreement and, after notice of such default, shall not cure such default
        within
        10 days (or, if such default cannot be cured in such time, shall not give
        within
        10 days such assurance of cure as shall be reasonably satisfactory to the
        Issuing Entity);

       

      (ii)                 a
        court having jurisdiction in the premises shall enter a decree or order for
        relief, and such decree or order shall not have been vacated within 60 days,
        in
        respect of the Administrator in any involuntary case under any applicable
        bankruptcy, insolvency or other similar law now or hereafter in effect or
        appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
        or
        similar official for the Administrator or any substantial part of its property
        or order the winding-up or liquidation of its affairs; or

       

      (iii)                 the
        Administrator shall commence a voluntary case under any applicable bankruptcy,
        insolvency or other similar law now or hereafter in effect, shall consent
        to the
        entry of an order for relief in an involuntary case under any such law, or
        shall
        consent to the appointment of a receiver, liquidator, assignee, trustee,
        custodian, sequestrator or similar official for the Administrator or any
        substantial part of its property, shall consent to the taking of possession
        by
        any such official of any substantial part of its property, shall make any
        general assignment for the benefit of its creditors or shall fail generally
        to
        pay its debts as they become due.

       

      The
        Administrator agrees that if any of the events specified in clause (ii) or
        (iii)
        of this subsection 5.08(c) shall occur, it shall give written notice thereof
        to
        the Issuing Entity, the Owner Trustee, the Indenture Trustee and the applicable
        Collateral Agent within seven days after the happening of such
        event.

       

       

      
        
          
          

        

        
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      (d)           No
        termination, resignation or removal of the Administrator pursuant to this
        Section shall be effective until (i) a successor Administrator shall have
        been
        appointed by the Issuing Entity and (ii) such successor Administrator shall
        have
        agreed in writing to be bound by the terms of this Agreement in the same
        manner
        as the Administrator is bound hereunder.

       

      Section
        5.09        Action upon Termination,
        Resignation or Removal.  Promptly upon the effective date of
        termination of the Administrator pursuant to subsection 5.08(c) or the
        resignation or removal of the Administrator pursuant to subsection 5.08(a)
        or
        (b), respectively, the Administrator shall be entitled to be paid all fees
        and
        reimbursable expenses accruing to it to the date of such resignation or
        removal.  The Administrator shall forthwith upon such termination
        pursuant to subsection 5.08(c) deliver to the Issuing Entity all property
        and
        documents of or relating to the Collateral then in the custody of the
        Administrator.  In the event of the resignation or removal of the
        Administrator pursuant to subsection 5.08(a) or (b), respectively, the
        Administrator shall cooperate with the Issuing Entity and take all reasonable
        steps requested to assist the Issuing Entity in making an orderly transfer
        of
        the duties of the Administrator.

       

      [END
        OF ARTICLE V]

      


      
        
          
          

        

        
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      ARTICLE
        VI

       

      OTHER
        MATTERS RELATING TO EACH TRANSFEROR

       

      Section
        6.01        Liability of each
        Transferor.  Each Transferor shall be severally, and not jointly,
        liable for all obligations, covenants, representations and warranties of
        such
        Transferor arising under or related to this Agreement.  Except as
        provided in the preceding sentence, each Transferor shall be liable only
        to the
        extent of the obligations specifically undertaken by it in its capacity as
        a
        Transferor.

       

      Section
        6.02        Merger or Consolidation
        of, or Assumption of the Obligations of, a Transferor.

       

      (a)           No
        Transferor shall dissolve, liquidate, consolidate with or merge into any
        other
        Person or convey, transfer or sell its properties and assets substantially
        as an
        entirety to any Person unless:

       

      (i)                 (x)
        the Person formed by such consolidation or into which such Transferor is
        merged
        or the Person which acquires by conveyance, transfer or sale the properties
        and
        assets of such Transferor substantially as an entirety shall be, if such
        Transferor is not the surviving entity, organized and existing under the
        laws of
        the United States of America or any state thereof or the District of Columbia,
        and shall be a savings association, a national banking association, a bank
        or
        other entity which is not eligible to be a debtor in a case under Title 11
        of
        the United States Code or is a special purpose entity whose powers and
        activities are limited and, if such Transferor is not the surviving entity,
        shall expressly assume, by an agreement supplemental hereto, executed and
        delivered to the Owner Trustee, the Indenture Trustee and the applicable
        Collateral Agent, in form reasonably satisfactory to the Owner Trustee, the
        Indenture Trustee and the applicable Collateral Agent, the performance of
        every
        covenant and obligation of such Transferor hereunder and shall benefit from
        all
        the rights granted to such Transferor, as applicable hereunder; and (y) such
        Transferor or the surviving entity, as the case may be, has delivered to
        the
        Owner Trustee, the Indenture Trustee and the applicable Collateral Agent
        (with a
        copy to each Note Rating Agency) an Officer’s Certificate and an Opinion of
        Counsel each stating that such consolidation, merger, conveyance, transfer
        or
        sale and such supplemental agreement comply with this Section, that such
        supplemental agreement is a valid and binding obligation of such surviving
        entity enforceable against such surviving entity in accordance with its terms,
        except as such enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium or other similar laws affecting
        creditors’ rights generally from time to time in effect or general principles of
        equity, and that all conditions precedent herein provided for relating to
        such
        transaction have been complied with;

       

      (ii)                 to
        the extent that any right, covenant or obligation of such Transferor, as
        applicable hereunder, is inapplicable to the successor 

       

       

      
        
          
          

        

        
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        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; and

      

       

      (iii)                 such
        Transferor shall have given the Note Rating Agencies notice of such
        consolidation, merger or transfer of assets.

       

      (b)           Except
        as permitted by subsection 2.08(c), the obligations, rights or any part thereof
        of each Transferor hereunder shall not be assignable nor shall any Person
        succeed to such obligations or rights of any Transferor hereunder except
        (i) for
        conveyances, mergers, consolidations, assumptions, sales or transfers in
        accordance with the provisions of the foregoing paragraph and (ii) for
        conveyances, mergers, consolidations, assumptions, sales or transfers with,
        into
        or to other entities (1) which such Transferor and the Servicer determine
        will
        not result in an Adverse Effect, (2) which meet the requirements of clause
        (ii)
        of the preceding paragraph and (3) for which such purchaser, transferee,
        pledgee
        or entity shall expressly assume, in an agreement supplemental hereto, executed
        and delivered to the Owner Trustee, the Indenture Trustee and the applicable
        Collateral Agent in writing in form satisfactory to the Owner Trustee, the
        Indenture Trustee and the applicable Collateral Agent, the performance of
        every
        covenant and obligation of such Transferor thereby conveyed.

       

      Section
        6.03        Limitations on Liability
        of Each Transferor.  Subject to Section 6.01, no Transferor nor
        any of the directors, officers, members, managers, employees, incorporators
        or
        agents of any Transferor acting in such capacities shall be under any liability
        to the Trust, the Owner Trustee, the Indenture Trustee, the applicable
        Collateral Agent, the Noteholders or any other Person for any action taken,
        or
        for refraining from the taking of any action, in good faith in such capacities
        pursuant to this Agreement, it being expressly understood that all such
        liability is expressly waived and released as a condition of, and consideration
        for, the execution of this Agreement, the Indenture and any Indenture Supplement
        and the issuance of the Notes; provided, however, that this provision shall
        not
        protect any Transferor, any director, officer, employee, incorporator or
        agent
        of any Transferor or, if applicable, any manager or member of any Transferor
        against any liability which would otherwise be imposed by reason of willful
        misfeasance, bad faith or gross negligence in the performance of duties or
        by
        reason of reckless disregard of obligations and duties
        hereunder.  Each Transferor and, any director, officer, employee,
        incorporator or agent of such Transferor and, if applicable, any member or
        manager of such Transferor may rely in good faith on any document of any
        kind
        prima facie properly executed and submitted by any Person (other than such
        Transferor) respecting any matters arising hereunder.

       

      [END
        OF ARTICLE VI]

      


       

      
        
          
          

        

        
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      ARTICLE
        VII

       

      OTHER
        MATTERS RELATING TO THE SERVICER

       

      Section
        7.01        Liability of the
        Servicer. The Servicer shall be liable under this Article VII only to the
        extent of the obligations specifically undertaken by the Servicer in its
        capacity as Servicer.

       

      Section
        7.02        Merger or
        Consolidation of, or Assumption of the Obligations of, the
        Servicer.  The Servicer shall not consolidate with or merge into
        any other Person or convey, transfer or sell its properties and assets
        substantially as an entirety to any Person, unless:

       

      (a)                 (i)                 the
        Person formed by such consolidation or into which the Servicer is merged
        or the
        Person which acquires by conveyance, transfer or sale the properties and
        assets
        of the Servicer substantially as an entirety shall be, if the Servicer is
        not
        the surviving entity, a corporation or a national banking association organized
        and existing under the laws of the United States of America or any state
        thereof
        or the District of Columbia or is a special purpose entity whose powers and
        activities are limited, and, if the Servicer is not the surviving entity,
        such
        entity shall expressly assume, by an agreement supplemental hereto, executed
        and
        delivered to the Owner Trustee, the Indenture Trustee and the applicable
        Collateral Agent, in form satisfactory to the Owner Trustee, the Indenture
        Trustee and the applicable Collateral Agent, 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 has delivered to the Owner Trustee, the Indenture Trustee and the
        applicable Collateral Agent an Officer’s Certificate and an Opinion of Counsel
        each stating that such consolidation, merger, conveyance, transfer or sale
        of
        the properties and assets of the Servicer complies with this Section 7.02
        and
        that all conditions precedent herein provided for relating to such transaction
        have been complied with; and

       

      (iii)                 the
        Servicer shall have given the Note Rating Agencies notice of such consolidation,
        merger, conveyance, transfer or sale of the properties and assets of the
        Servicer; and

       

      (b)           the
        corporation formed by such consolidation or into which the Servicer is merged
        or
        the Person which acquires by conveyance, transfer or sale the properties
        and
        assets of the Servicer substantially as an entirety shall be an Eligible
        Servicer.

       

      Section
        7.03        Limitation on Liability
        of the Servicer and Others.  Except as provided in Section 7.04,
        neither the Servicer nor any of the directors, officers, employees or agents
        of
        the Servicer in its capacity as Servicer shall be under any liability to
        the
        Trust, the Owner Trustee, the Indenture Trustee, any Collateral Agent, the
        Noteholders or any other Person for any action taken, or for refraining from
        the
        taking of any action, in good faith in its capacity 

       

       

      
        
          
          

        

        
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        as
          Servicer pursuant to this Agreement; provided, however, that this provision
          shall not protect the Servicer or any directors, officers, employees or
          agents
          of the Servicer against any liability which would otherwise be imposed
          by reason
          of willful misfeasance, bad faith or gross negligence in the performance
          of
          duties or by reason of reckless disregard of obligations and duties
          hereunder.  The Servicer and any director, officer, employee or agent
          of the Servicer may rely in good faith on any document of any kind prima
          facie
          properly executed and submitted by any Person (other than the Servicer)
          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 as Servicer in accordance with this Agreement
          and which in its reasonable judgment may involve it in any expense or
          liability.  The Servicer may, in its sole discretion, undertake any
          such legal action which it may deem necessary or desirable for the benefit
          of
          the Noteholders with respect to this Agreement and the rights and duties
          of the
          parties hereto and the interests of the Noteholders
          hereunder.

      

       

      Section
        7.04        Servicer Indemnification
        of the Trust, the Owner Trustee, the Indenture Trustee and each Collateral
        Agent.  To the fullest extent permitted by applicable law, the
        Servicer shall indemnify and hold harmless each of the Trust, the Owner Trustee
        (as such and in its individual capacity), the Indenture Trustee and any trustees
        predecessor thereto (including the Indenture Trustee in its capacity as Transfer
        Agent and Note Registrar or as Paying Agent), any Collateral Agent and their
        respective directors, officers, employees and agents from and against any
        and
        all reasonable loss, liability, claim, expense, damage or injury suffered
        or
        sustained by reason of (a) any acts or omissions of the Servicer with respect
        to
        the Trust pursuant to this Agreement or (b) the administration of the Trust
        by
        the Owner Trustee, the issuance by the Trust of the Notes, any Servicer Default,
        or any termination of the rights and obligations of the Servicer, 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 Owner Trustee, the Indenture Trustee, each Collateral
        Agent or the Noteholders if such acts, omissions or alleged acts or omissions
        constitute or are caused by fraud, negligence, or willful misconduct by the
        Owner Trustee, the Indenture Trustee or the applicable Collateral Agent;
        provided further, that the Servicer shall not indemnify the Trust, the
        Noteholders or the Note Owners for any liabilities, costs or expenses of
        the
        Trust with respect to any action taken by the Owner Trustee, the Indenture
        Trustee or the applicable Collateral Agent at the request of the Noteholders;
        provided further, that the Servicer shall not indemnify the Trust, the
        Noteholders or the Note Owners as to any losses, claims or damages incurred
        by
        any of them in their capacities as investors, including losses incurred as
        a
        result of Defaulted Accounts or Receivables which are written off as
        uncollectible or losses suffered by the Collateral Certificates; and
        provided further, that the Servicer shall not indemnify the Trust, the
        Noteholders or the Note Owners for any liabilities, costs or expenses of
        the
        Trust, the Noteholders or the Note Owners arising under any tax law, including
        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 Noteholders or the Note Owners in connection herewith to any
        taxing authority.  Any such indemnification shall not be payable from
        the Trust Assets.  The provisions of this indemnity shall run directly
        to and be enforceable by an injured party subject to the limitations hereof
        and
        shall survive the resignation or removal of the Servicer, the resignation
        or
        removal of the Owner Trustee, the Indenture Trustee and the applicable
        Collateral Agent and the termination of the Trust.

       

       

      
        
          
          

        

        
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      Section
        7.05        Resignation of the
        Servicer.  The Servicer shall not resign from the obligations and
        duties hereby imposed on it except (a) upon determination that (i) the
        performance of its duties hereunder is no longer permissible under applicable
        law and (ii) there is no reasonable action which the Servicer could take
        to make
        the performance of its duties hereunder permissible under applicable law
        or (b)
        upon the assumption, by an agreement supplemental hereto, executed and delivered
        to the Owner Trustee, the Indenture Trustee and the applicable Collateral
        Agent,
        in form satisfactory to the Owner Trustee, the Indenture Trustee and the
        applicable Collateral Agent, of the obligations and duties of the Servicer
        hereunder by any of its Affiliates or by any entity the appointment of which
        shall have satisfied the Note Rating Agency Condition and which, in either
        case,
        qualifies as an Eligible Servicer.  Any determination permitting the
        resignation of the Servicer shall be evidenced as to clause (a) above by
        an
        Opinion of Counsel to such effect delivered to the Owner Trustee, the Indenture
        Trustee and the applicable Collateral Agent.  No resignation shall
        become effective until the Indenture Trustee or a Successor Servicer shall
        have
        assumed the responsibilities and obligations of the Servicer in accordance
        with
        Section 7.02 hereof.   If within 120 days of the date of the
        determination that the Servicer may no longer act as Servicer under clause
        (a)
        above the Indenture Trustee is unable to appoint a Successor Servicer, the
        Indenture Trustee shall serve as Successor Servicer (but shall have continued
        authority to appoint another Person as Successor
        Servicer).  Notwithstanding the foregoing, the Indenture Trustee
        shall, if it is legally unable so to act, petition a court of competent
        jurisdiction to appoint any established institution qualifying as an Eligible
        Servicer as the Successor Servicer hereunder.  The Trust shall give
        prompt notice to each Note Rating Agency upon the appointment of a Successor
        Servicer.  Notwithstanding anything in this Agreement to the contrary,
        Chase USA may assign part or all of its obligations and duties as Servicer
        under
        this Agreement to an Affiliate of Chase USA so long as Chase USA shall have
        fully guaranteed the performance of such obligations and duties under this
        Agreement.

       

      Section
        7.06        Delegation of
        Duties.  In the ordinary course of business, the Servicer may at
        any time delegate any duties hereunder to any Person that agrees to conduct
        such
        duties in accordance with the Credit Card Guidelines and this
        Agreement.  Any such delegation 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 7.05.  If any
        such delegation is to a party other than First Data Resources, Inc., a credit
        card processor located in Omaha, Nebraska, Total Systems Services, Inc.,
        a
        credit card processor located in Georgia, or an Affiliate of the Servicer,
        notification thereof shall be given to each Note Rating Agency.

       

      Section
        7.07        Examination of
        Records.  Each Transferor and the Servicer shall indicate
        generally in their computer files or other records that the Receivables arising
        in the Accounts have been conveyed to the Trust, pursuant to this
        Agreement.  Each Transferor and the Servicer shall, prior to the sale
        or other transfer to a third party of any receivable held in its custody,
        examine its computer records and other records to determine that such receivable
        is not, and does not include, a Receivable.  Each Transferor and the
        Servicer shall also indicate generally in their computer files or other records
        that each applicable Collateral Certificate has been conveyed to the Trust,
        pursuant to this Agreement.

       

      [END
        OF ARTICLE VII]

      


      
        
          
          

        

        
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      ARTICLE
        VIII

       

      ACQUISITION
        OF TRUST ASSETS

       

      Section
        8.01        Acquisition of Trust
        Assets.  If the Master Trust Transferor exercises its option to
        accept retransfer of any Collateral Certificate pursuant to the terms of
        the
        related Series Supplement, the Master Trust Transferor shall (a) acquire
        the
        Collateral Certificate, which acquisition shall be effective as of the date
        on
        which such retransfer occurs, (b) deliver notice of such acquisition to the
        Owner Trustee, the Indenture Trustee, the applicable Collateral Agent and
        the
        Servicer on or prior to the Determination Date following the applicable Monthly
        Period for which the option is deemed exercised, (c) deposit into the Collection
        Account for the relevant Asset Pool on or prior to the First Note Transfer
        Date
        following the applicable Monthly Period an amount equal to the lesser of
        (1) (x)
        the amount required so that the Transferor Amount for such Asset Pool is
        equal
        to or greater than the Required Transferor Amount for such Asset Pool and
        (y) the amount required so that the Pool Balance for such Asset Pool is equal
        to
        or greater than the Minimum Pool Balance for such Asset Pool and (2) the
        Invested Amount of the Collateral Certificate on such date and all other
        amounts
        payable to the Noteholders of each Outstanding Series of Notes including
        accrued
        interest on the Notes.  Upon the completion of the foregoing
        condition, the applicable Master Trust shall succeed to all interests in
        and to
        the Trust with respect to such Collateral Certificate.

       

      [END
        OF ARTICLE VIII]

       

       

      
        
          
          

        

        
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      ARTICLE
        IX

       

      INSOLVENCY
        EVENTS

       

      Section
        9.01        Rights upon the
        Occurrence of an Insolvency Event.  If any Transferor shall
        consent to the appointment of a bankruptcy trustee or conservator or receiver
        or
        liquidator for the winding-up or liquidation of its affairs, or a decree
        or
        order of a court or agency or supervisory authority having jurisdiction in
        the
        premises for the appointment of a bankruptcy trustee or conservator or receiver
        or liquidator for the winding-up or liquidation of its affairs shall have
        been
        entered against such Transferor (an “Insolvency Event”), each Transferor shall
        on the day of such Insolvency Event (the “Appointment Day”) immediately cease to
        (i) transfer Principal Receivables or additional Collateral Certificates
        to the
        Trust and (ii) increase any Invested Amount of a Collateral Certificate
        transferred to the Trust by such Transferor and shall promptly give notice
        to
        the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent
        of
        such Insolvency Event.  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 to Noteholders
        in accordance with the terms of the Indenture and each Indenture
        Supplement.

       

      [END
        OF ARTICLE IX]

      


       

      
        
          
          

        

        
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      ARTICLE
        X

       

      SERVICER
        DEFAULTS

       

      Section
        10.01      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
        notice or instructions to the Indenture Trustee to make any required withdrawal
        or payment, transfer or deposit on the date the Servicer is required to do
        so
        under the terms of this Agreement, the Indenture or any Indenture Supplement,
        or
        within the applicable grace period, which will not exceed 35 Business
        Days;

       

      (b)           failure
        on the part of the Servicer duly to observe or perform in any material respect
        any other covenants or agreements of the Servicer set forth in this Agreement
        which has an Adverse Effect on the Noteholders of any Series, Class or Tranche
        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 Owner Trustee, the Indenture Trustee or
        the
        applicable Collateral Agent or to the Servicer, the Owner Trustee, the Indenture
        Trustee and the applicable Collateral Agent by Holders of Notes evidencing
        not
        less than 50% of the aggregate unpaid principal amount of all Series, Classes
        or
        Tranches of Notes sustaining such Adverse Effect; or the Servicer shall assign
        or delegate its duties under this Agreement, except as permitted by Sections
        7.02, 7.05 and 7.06;

       

      (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 an Adverse Effect on the rights of the
        Noteholders of any Series, Class or Tranche and which Adverse Effect continues
        for a period of 60 days after the date on which written notice thereof,
        requiring the same to be remedied, shall have been given to the Servicer
        by the
        Owner Trustee, the Indenture Trustee or the applicable Collateral Agent,
        or to
        the Servicer, the Owner Trustee, the Indenture Trustee and the applicable
        Collateral Agent by the Holders of Notes evidencing not less than 50% of
        the
        aggregate unpaid principal amount of all Series, Classes or Tranches of Notes
        to
        which such representation, warranty or certification relates;

       

      (d)           the
        Servicer shall consent to the appointment of a bankruptcy trustee or conservator
        or receiver or liquidator in any bankruptcy proceeding or other 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 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 bankruptcy trustee or a conservator or receiver or liquidator in any
        bankruptcy, insolvency, readjustment of debt, marshalling of assets and
        liabilities or similar proceedings, or 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 inability to pay its debts generally
        as they become due, file a 

       

       

      
        
          
          

        

        
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        petition
          to take advantage of any applicable bankruptcy, insolvency or reorganization
          statute, make any assignment for the benefit of its creditors or
          voluntarily suspend payment of its obligations; or

      

       

      (e)           any
        other Servicer Default described in any Indenture Supplement;

       

      then,
        so long as the Servicer Default shall not have been remedied, either the
        Indenture Trustee or the Holders of Notes evidencing more than 50% of the
        aggregate unpaid principal amount of all affected Notes, by notice then given
        in
        writing to the Servicer and the Owner Trustee (and to the Indenture Trustee
        if
        given by the Noteholders) (a “Termination Notice”), may terminate all but not
        less than all the rights and obligations of the Servicer as Servicer under
        this
        Agreement; provided, however, if within 60 days of receipt of a
        Termination Notice the Indenture Trustee does not receive any bids from Eligible
        Servicers in accordance with subsection 10.02(a) to act as a Successor Servicer
        and receives an Officer’s Certificate of the Servicer to the effect that the
        Servicer cannot in good faith cure the Servicer Default which gave rise to
        the
        Termination Notice, the Indenture Trustee shall assume the role of Successor
        Servicer.

       

      After
        receipt by the Servicer of a Termination Notice, and on the date that a
        Successor Servicer is appointed by the Indenture Trustee pursuant to Section
        10.02, all authority and power of the Servicer under this Agreement shall
        pass
        to and be vested in the Successor Servicer (a “Service Transfer”) and, without
        limitation, the Indenture 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 Service Transfer.  The
        Servicer agrees to cooperate with the Indenture Trustee and such Successor
        Servicer in effecting the termination of the responsibilities and rights
        of the
        Servicer to conduct servicing hereunder, including the transfer to such
        Successor Servicer of all authority of the Servicer to service the Collateral
        provided for under this Agreement, including 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 for
        the
        applicable Asset Pool, or which shall thereafter be received with respect
        to the
        Collateral, 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 within 20 Business Days 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 Collateral in the manner and at such times as the Successor
        Servicer shall reasonably request.  To the extent that compliance with
        this Section shall require the Servicer to disclose to the Successor Servicer
        information of any kind which the Servicer deems to be confidential, the
        Successor Servicer shall be required to enter into such customary licensing
        and
        confidentiality agreements as the Servicer shall deem reasonably necessary
        to
        protect its interests.

       

      Notwithstanding
        the foregoing, a delay in or failure of performance referred to in paragraph
        (a)
        above for a period of 10 Business Days after the applicable grace period
        or
        under paragraph (b) or (c) above for a period of 60 Business Days after the
        applicable grace period, 

       

       

      
        
          
          

        

        
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        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 or sabotage, epidemics, landslides,
          lightning, fire, hurricanes, earthquakes, floods or similar
          causes.  The preceding sentence shall not relieve the Servicer from
          using all commercially reasonable efforts to perform its obligations in
          a timely
          manner in accordance with the terms of this Agreement and the Servicer
          shall
          provide the Indenture Trustee, the Owner Trustee, the applicable Collateral
          Agent and each Transferor with an Officer’s Certificate giving prompt notice of
          such failure or delay by it, together with a description of its efforts
          so to
          perform its obligations.

      

       

      Section
        10.02      Indenture Trustee To Act;
        Appointment of Successor.

       

      (a)           On
        and after the receipt by the Servicer of a Termination Notice pursuant to
        Section 10.01, 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 Indenture Trustee or until a date mutually agreed
        upon by the Servicer and the Indenture Trustee.  The Indenture Trustee
        shall as promptly as possible after the giving of a Termination Notice appoint
        an Eligible Servicer as a successor servicer (the “Successor Servicer”), and
        such Successor Servicer shall accept its appointment by a written assumption
        in
        a form acceptable to the Indenture Trustee.  The Indenture Trustee may
        obtain bids from any potential successor Servicer.  In the event that
        a Successor Servicer has not been appointed or has not accepted its appointment
        at the time when the Servicer ceases to act as Servicer, the Indenture Trustee
        without further action shall automatically be appointed the Successor
        Servicer.  The Indenture Trustee may delegate any of its servicing
        obligations to an Affiliate or agent in accordance with subsection 4.01(b)
        and
        Section 7.06.

       

      Notwithstanding
        the foregoing, the Indenture Trustee shall, if it is legally unable so to
        act,
        petition at the expense of the Servicer a court of competent jurisdiction
        to
        appoint any established institution qualifying as an Eligible Servicer as
        the
        Successor Servicer hereunder.  The Indenture Trustee shall notify each
        Note Rating Agency and the Administrator upon the removal of the Servicer
        and
        upon the appointment of a Successor Servicer.

       

      (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; provided, however, that the Successor
        Servicer shall have (i) no liability with respect to any obligation which
        was
        required to be performed by the terminated Servicer prior to the date that
        the
        Successor Servicer becomes the Servicer or any claim of a third party based
        on
        any alleged action or inaction of the terminated Servicer and (ii) no liability
        or obligation with respect to any Servicer indemnification obligations of
        any
        prior servicer including the original Servicer.

       

      (c)           In
        connection with such appointment and assumption, the Indenture 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 

       

       

      
        
          
          

        

        
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        shall
          agree; provided, however, that no such compensation shall be in
          excess of the Trust Servicing Fee permitted to the Servicer pursuant to
          Section
          4.02.  Each 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 this
          Agreement to pay its share of the compensation of the Successor
          Servicer.

      

       

      (d)           All
        authority and power granted to the Servicer under this Agreement shall
        automatically cease and terminate upon termination of the Trust pursuant
        to
        Article VIII of the Trust Agreement, and shall pass to and be vested in the
        applicable Transferor and, without limitation, the applicable Transferor
        is
        hereby authorized and empowered to execute and deliver, on behalf of the
        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
        Servicer agrees to cooperate with the applicable Transferor in effecting
        the
        termination of the responsibilities and rights of the Servicer to conduct
        servicing on the Receivables.  The Servicer shall transfer its
        electronic records relating to the Receivables to the applicable Transferor
        or
        its designee in such electronic form as it may reasonably request and shall
        transfer all other records, correspondence and documents to it in the manner
        and
        at such times as it shall reasonably request.  To the extent that
        compliance with this Section shall require the Servicer to disclose to the
        applicable Transferor information of any kind which the Servicer deems to
        be
        confidential, the applicable Transferor shall be required to enter into such
        customary licensing and confidentiality agreements as the Servicer shall
        deem
        necessary to protect its interests.

       

      Section
        10.03      Notification to
        Noteholders.  Within five Business Days after the Servicer becomes
        aware of any Servicer Default, the Servicer shall give written notice thereof
        to
        the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent
        and
        each Note Rating Agency, and the Indenture Trustee shall give notice thereof
        to
        the Noteholders.  Upon any termination or appointment of a Successor
        Servicer pursuant to this Article, the Indenture Trustee shall give prompt
        written notice thereof to the Noteholders.

       

      Section
        10.04      Waiver of Past
        Defaults.  The Holders of Notes evidencing more than 662⁄3% of the
        aggregate unpaid principal amount of all Notes sustaining an Adverse Effect
        by
        any default by the Servicer may, on behalf of all Noteholders of such Series,
        Class or Tranche, waive any default by the Servicer 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, Class or Tranche pursuant to Article III.  Upon any such
        waiver of a past default, such default shall cease to exist, and 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

       

      TERMINATION

       

      Section
        11.01      Termination of
        Agreement.  This Agreement and the respective obligations and
        responsibilities of the Trust, each Transferor, the Administrator and the
        Servicer under this Agreement shall terminate, except with respect to the
        indemnification obligations described in Section 7.04, on the Trust Termination
        Date.

       

      [END
        OF ARTICLE XI]

       

       

      
        
          
          

        

        
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      ARTICLE
        XII

       

      MISCELLANEOUS
        PROVISIONS

       

       

      Section
        12.01      Amendment; Waiver of Past
        Defaults.

       

      (a)           This
        Agreement may be amended from time to time by the Servicer, the Transferor,
        the
        Administrator and the Issuing Entity, by a written instrument signed by each
        of
        them, without the consent of the Indenture Trustee, any Collateral Agent
        or any
        of the Noteholders; provided that (i) each Transferor shall have delivered
        to
        the Indenture Trustee and the Owner Trustee an Officer’s Certificate, dated the
        date of any such amendment, stating that such Transferor reasonably believes
        that such amendment will not have an Adverse Effect and (ii) the Note Rating
        Agency Condition shall have been satisfied.  Additionally,
        notwithstanding the preceding sentence, this Agreement will be amended by
        the
        Servicer, the Administrator and the Issuing Entity at the direction of the
        Transferor without the consent of the Indenture Trustee or any of the
        Noteholders to add, modify or eliminate such provisions as may be necessary
        or
        advisable in order to enable all or a portion of the Trust (x) to qualify
        as,
        and to permit an election to be made to cause the Trust to be treated as,
        a
“financial asset securitization investment trust” as described in the provisions
        of Section 860L of the Internal Revenue Code, and (y) to avoid the imposition
        of
        state or local income or franchise taxes on the Trust’s property or its income;
provided, however, that (A) each Transferor delivers to the
        Indenture Trustee, the Owner Trustee and the applicable Collateral Agent
        an
        Officer’s Certificate to the effect that the proposed amendments meet the
        requirements set forth in this subsection and (B) such amendment does not
        affect
        the rights, duties, benefits, protections, privileges or immunities of the
        Indenture Trustee, the Owner Trustee (as such or in its individual capacity)
        or
        the applicable Collateral Agent hereunder.

       

      This
        Agreement may also be amended from time to time by the Servicer, the Transferor,
        the Administrator and the Issuing Entity by a written instrument signed by
        each
        of them, without the consent of the Indenture Trustee or any of the Noteholders
        and without satisfaction of the Note Rating Agency Condition to add, modify
        or
        eliminate such provisions as may be necessary to satisfy accounting requirements
        under SFAS 140 and any related or successor accounting interpretations or
        requirements hereto for off-balance sheet treatment for the Collateral of
        the
        Issuing Entity.

       

      Any
        amendments regarding the addition to or removal of Collateral Certificates
        or
        Receivables from the Trust as provided in Sections 2.12 and 2.13, executed
        in
        accordance with the provisions hereof, shall be considered amendments to
        this
        Agreement; provided, however, that such amendments shall be exempt
        from the requirements described in subsections 12.01(a) and (b).

       

      (b)           This
        Agreement may also be amended in writing from time to time by the Servicer,
        the
        Transferor, the Administrator, the Indenture Trustee, the Collateral Agent
        and
        the Trust, with the consent of the Holders of Notes evidencing more than
        662⁄3% of
        the aggregate unpaid principal amount of the Notes of all affected Series,
        Classes or Tranches for 

       

       

      
        
          
          

        

        
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        which
          the Transferor has not delivered an Officer’s Certificate stating that there is
          no Adverse Effect, 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 Noteholders; provided,
however, that no such amendment shall (i) reduce in any manner
          the amount
          of or delay the timing of any distributions (changes in Early Amortization
          Events or Events of Default that decrease the likelihood of the occurrence
          thereof shall not be considered delays in the timing of distributions for
          purposes of this clause) to be made to Noteholders or deposits of amounts
          to be
          so distributed or the amount available under any Supplemental Credit Enhancement
          and any Derivative Agreement without the consent of each affected Noteholder,
          (ii) change the definition of or the manner of calculating the interest
          of any
          Noteholder without the consent of each affected Noteholder or (iii) reduce
          the
          aforesaid percentage required to consent to any such amendment without
          the
          consent of each Noteholder without the consent of the Holders of Notes
          of such
          Series, Class or Tranche evidencing more than 662⁄3% of the aggregate unpaid
          principal amount of the Notes of such Series, Class or
          Tranche.

      

       

      (c)           Promptly
        after the execution of any such amendment or consent (other than an amendment
        pursuant to paragraph (a)), the Trust shall furnish notification of the
        substance of such amendment to the Indenture Trustee and each Noteholder,
        and
        the Servicer shall furnish notification of the substance of such amendment
        to
        each Note Rating Agency.

       

      (d)           It
        shall not be necessary for the consent of Noteholders under this Section
        12.01
        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 Noteholders shall be subject to such reasonable
        requirements as the Indenture Trustee may prescribe.

       

      (e)           Any
        Indenture Supplement executed in accordance with the provisions of Article
        IX of
        the Indenture shall not be considered an amendment of this Agreement for
        the
        purposes of this Section 12.01.

       

      (f)           The
        Owner Trustee may, but shall not be obligated to, enter into any such amendment
        which affects the Owner Trustee’s rights, duties, benefits, protections,
        privileges or immunities under this Agreement or otherwise.  In
        connection with the execution of any amendment hereunder, the Owner Trustee
        shall be entitled to receive the Opinion of Counsel described in subsection
        12.02(d).

       

      Section
        12.02      Protection of Right, Title and
        Interest in and to Trust Assets.

       

      (a)           Each
        Transferor shall cause this Agreement, all amendments and supplements hereto
        and
        all financing statements and continuation statements and any other necessary
        documents covering the Indenture Trustee’s and the Trust’s right, title and
        interest to the Trust Assets 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 Indenture Trustee, the Noteholders and the
        Trust hereunder to all property comprising the Trust Assets.  Each
        Transferor shall deliver to the Owner Trustee and the Indenture Trustee
        file-stamped copies of, or filing receipts for, any document recorded,
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        such
          recording, registration or filing.  Each Transferor shall cooperate
          fully with the Servicer in connection with the obligations set forth above
          and
          will execute any and all documents reasonably required to fulfill the intent
          of
          this paragraph.

      

       

      (b)           Within
        30 days after any 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) seriously misleading within the meaning
        of Section 9-506 (or any comparable provision) of the UCC, such Transferor
        shall
        give the Owner Trustee and the Indenture 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 or ownership interest
        in the Receivables and Collateral Certificates and the proceeds
        thereof.

       

      (c)           Each
        Transferor and the Servicer shall give the Owner Trustee and the Indenture
        Trustee prompt written notice of any relocation of its chief executive office
        or
        any change in the jurisdiction under whose laws it is organized,
provided, that, as a result of such relocation or 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
        statement.  If so required, each of the Transferor and the Servicer
        shall file such financing statements or amendments as may be necessary to
        perfect or to continue the perfection of the Trust’s security interest in each
        Collateral Certificate and the Receivables and the proceeds
        thereof.  Each Transferor shall at all times maintain its chief
        executive offices within the United States and shall at all times be organized
        under the laws of a jurisdiction located within the United States.

       

      (d)           Each
        Transferor shall deliver to the Owner Trustee and the Indenture Trustee (i)
        upon
        the execution and delivery of each amendment of this Agreement, an Opinion
        of
        Counsel to the effect specified in Exhibit D-1; (ii) on each date specified
        in
        subsection 2.12(c) with respect to the addition of Additional Accounts to
        be
        designated as Accounts, an Opinion of Counsel substantially in the form of
        Exhibit D-2, (iii) on each Addition Date on which any Collateral Certificates
        are to be included in the Trust pursuant to subsection 2.12(a) or (b), an
        Opinion of Counsel covering the same substantive legal issues addressed by
        Exhibits D-1 and D-2, but conformed to the extent appropriate to relate to
        Collateral Certificates; and (iv) on or before April 30 of each year, an
        Opinion
        of Counsel substantially in the form of Exhibit D-3.

       

      Section
        12.03      Fees Payable by the
        Transferor.  Notwithstanding anything contained in any other
        Transaction Document (unless such document specifically refers to this Section),
        the Transferor shall pay out of its own funds, without reimbursement, all
        expenses incurred, fees and disbursements of the Owner Trustee (as such and
        in
        its individual capacity), the Administrator, the Indenture Trustee and the
        applicable Collateral Agent (including, in each case, the reasonable fees
        and
        expenses of its outside counsel) and independent accountants and all other
        fees
        and expenses, including the costs of filing UCC continuation statements,
        the
        costs and expenses relating to obtaining and maintaining the listing of any
        Notes on any stock exchange, the costs and expenses relating to maintaining
        Bank
        Accounts, and any stamp, documentary, excise, property (whether on real,
        personal or intangible property) or any similar tax levied on the Trust or
        the
        Trust’s assets that are not expressly stated in this Agreement to be


       

       

      
        
          
          

        

        
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        payable
          by any Transferor or the Trust (other than federal, state, local and foreign
          income and franchise taxes, if any, or any interest or penalties with respect
          thereto, assessed on the Trust).  In addition, the Transferor shall,
          until such time as Receivables are included as Trust Assets, pay the expenses
          incurred by the Servicer in connection with the Trust and the servicing
          activities hereunder including expenses related to enforcement of the Collateral
          Certificates and the Receivables, as set forth in subsection
          4.01(e).  In the event an Additional Transferor is added, the existing
          Transferor or Transferors and the new Additional Transferor will, at such
          time,
          determine how the expenses described in this Section 12.03 shall be
          allocated.

      

       

      Section
        12.04      GOVERNING
        LAW.  THIS AGREEMENT 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.

       

      Section
        12.05      Notices.

       

      (a)           All
        demands, notices, instructions, directions and communications (collectively,
        “Notices”) under this Agreement shall be in writing and shall be deemed to have
        been duly given if personally delivered at, mailed by registered mail, return
        receipt requested, or sent by facsimile transmission:

       

      (i)                 in
        the case of Chase USA, as Transferor, Servicer or Administrator,
        to:

       

      Chase
        Bank USA, National Association

      201
        North Walnut Street

      Wilmington,
        Delaware 19801

      Attention:  Keith
        W. Schuck

      Fax:
        (302) 282-7634

       

      with
        a copy to:

       

      JPMorgan
        Chase & Co.

      270
        Park Avenue, 28th Floor

      New
        York, New York 10017

      Attention:  Brent
        Barton

      Fax:  (212)
        270-1850

       

      (ii)                 in
        the case of the Trust or the Owner Trustee, to:

       

       

      Wilmington
        Trust Company

      1100
        North Market Street

      Wilmington,
        Delaware 19890-1600

      Attention:  Corporate
        Trust Administration

      Fax:  (302)
        636-4140

       

       

      
        
          
          

        

        
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      (iii)                 in
        the case of the Indenture Trustee or the Collateral Agent, to:

       

       

      Wells
        Fargo Bank, National Association

      Sixth
        Street and Marquette Avenue

      MAC:
        N9311-161

      Minneapolis,
        Minnesota 55479

      Attention:  Corporate
        Trust Services - Asset Backed Administration

      Fax:  (612)
        667-3464

       

      (iv)                 in
        the case of the Note Rating Agency for a particular Series, the address,
        if any,
        specified in the Indenture Supplement relating to such Series, and

       

       

      (v)                 to
        any other Person as specified in the Indenture or any Indenture Supplement;
        or,
        as to each party, at such other address or facsimile number as shall be
        designated by such party in a written notice to each other party.

       

      (b)           Any
        Notice required or permitted to be given to a Holder of Registered Notes
        shall
        be given by first-class mail, postage prepaid, at the address of such Holder
        as
        shown in the Note Register.  No Notice shall be required to be mailed
        to a Holder of Bearer Notes but shall be given as provided below.  Any
        Notice so mailed within the time prescribed in this Agreement shall be
        conclusively presumed to have been duly given, whether or not the Noteholder
        receives such Notice.  In addition, (x) if and so long as any Series,
        Class or Tranche of Notes is listed on the Luxembourg Stock Exchange and
        such
        stock exchange shall so require, any Notice to Noteholders shall be published
        in
        an Authorized Newspaper of general circulation in Luxembourg within the time
        period prescribed in this Agreement and (y) in the case of any Series, Class
        or
        Tranche with respect to which any Bearer Notes are Outstanding, any Notice
        required or permitted to be given to Noteholders of such Series, Class or
        Tranche shall be published in an Authorized Newspaper within the time period
        prescribed in this Agreement.

       

      Section
        12.06      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 provisions shall be deemed severable from the remaining
        provisions of this Agreement and shall in no way affect the validity or
        enforceability of the remaining provisions or of the Notes or the rights
        of the
        Noteholders.

       

      Section
        12.07      Further
        Assurances.  Each 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 Owner Trustee and the
        Indenture Trustee more fully to effect the purposes of this Agreement, including
        the execution of any financing statements or continuation statements relating
        to
        the Receivables for filing under the provisions of the UCC of any applicable
        jurisdiction.

       

      Section
        12.08      No Waiver; Cumulative
        Remedies.  No failure to exercise and no delay in exercising, on
        the part of the Trust, the Owner Trustee, the Indenture Trustee or the
        Noteholders, any right, remedy, power or privilege under this Agreement shall
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        waiver
          thereof; nor shall any single or partial exercise of any right, remedy,
          power or
          privilege under this Agreement preclude any other or further exercise thereof
          or
          the exercise of any other right, remedy, power or privilege.  The
          rights, remedies, powers and privileges provided under this Agreement are
          cumulative and not exhaustive of any rights, remedies, powers and privileges
          provided by law.

      

       

      Section
        12.09      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
        12.10      Third-Party
        Beneficiaries.  This Agreement will inure to the benefit of and be
        binding upon the parties hereto, the Owner Trustee, the Indenture Trustee,
        the
        Noteholders and their respective successors and permitted
        assigns.  Except as otherwise expressly provided in this Agreement, no
        other Person will have any right or obligation hereunder.

       

      Section
        12.11      Actions by
        Noteholders.

       

      (a)           Wherever
        in this Agreement a provision is made that an action may be taken or a Notice,
        demand or instruction given by Noteholders, such action, Notice or instruction
        may be taken or given by any Noteholder, unless such provision requires a
        specific percentage of Noteholders.

       

      (b)           Any
        Notice, request, demand, authorization, direction, consent, waiver or other
        act
        by the Holder of a Note shall bind such Holder and every subsequent Holder
        of
        such Note and of any Note 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 Owner Trustee, any Transferor or the Servicer in reliance
        thereon, whether or not notation of such action is made upon such
        Note.

       

      Section
        12.12      Rule 144A
        Information.  For so long as any of the Notes of any Series or
        Class are “restricted securities” within the meaning of Rule 144(a)(3) under the
        Securities Act, each Transferor and each of the Owner Trustee, the Indenture
        Trustee and the Servicer agree to cooperate with each other to provide to
        any Noteholders of such Series or Class and to any prospective purchaser of
        Notes designated by such Noteholder, upon the request of such Noteholder
        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
        12.13      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
        12.14      Headings.  The
        headings herein are for purposes of reference only and shall not otherwise
        affect the meaning or interpretation of any provision hereof.

       

       

      
        
          
          

        

        
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      Section
        12.15      Limitation of
        Liability.  Notwithstanding any other provision herein or
        elsewhere, this Agreement has been executed and delivered
        by     Wilmington Trust Company, not in its individual
        capacity, but solely in its capacity as Owner Trustee of the
        Trust.  In no event shall Wilmington Trust Company in its individual
        capacity have any liability in respect of the representations, warranties,
        or
        obligations of the Trust hereunder or under any other document, as to all
        of
        which recourse shall be had solely to the Trust Assets, and for all purposes
        of
        this Agreement and each other document, the Owner Trustee (as such or in
        its
        individual capacity) shall be subject to, and entitled to the benefits of,
        the
        terms and provisions of the Trust Agreement.

       

      Section
        12.16      No Petition.  To the
        fullest extent permitted by applicable law, each of the Indenture Trustee,
        the
        Collateral Agent, the Servicer, the Transferor and the Administrator, by
        entering into this Agreement, and each Noteholder, by accepting a Note, agrees
        that it will not at any time institute against any Master Trust or the Issuing
        Entity, or join in any institution against any Master Trust or the Issuing
        Entity of, any bankruptcy, reorganization, arrangement, insolvency or
        liquidation proceedings, or other proceedings under any United States federal
        or
        state bankruptcy or similar law in connection with any obligations relating
        to
        the Notes and this Agreement.

       

      Section
        12.17      Fiscal Year.  The
        fiscal year of the Trust will end on the last day of each calendar
        year.

       

      Section
        12.18       Waiver of Jury
        Trial  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
        THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
        BY
        JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
        THE
        NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

       

      [END
        OF ARTICLE XII]

      


      
        
          
          

        

        
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      ARTICLE
        XIII

       

      COMPLIANCE
        WITH REGULATION AB

       

       

      Section
        13.01      Intent of the Parties;
        Reasonableness.

       

      The
        Transferor, the Servicer and the Indenture Trustee acknowledge and agree
        that
        the purpose of this Article XIII is to facilitate compliance by the Transferor
        with the provisions of Regulation AB and related rules and regulations of
        the
        Commission.  The Transferor shall not exercise its right to request
        delivery of information or other performance under these provisions other
        than
        in good faith, or for purposes other than 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 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 Transaction Document.

       

      Section
        13.02      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 13.03 that, except
        as
        disclosed in writing to the Transferor prior to such dates, 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 involving 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 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
        Transaction Document 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 Transaction Document; 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
        13.03      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 13.03,
        and
        (ii) as promptly as practicable following 

       

       

      
        
          
          

        

        
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        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 is required 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; 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;

       

      (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 or any Transaction Document;

       

       

      
        
          
          

        

        
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      (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
        Transaction Document;

       

      (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 Transaction Document 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 required 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 of 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 or any Transaction Document, if so requested
        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 or any Transaction Document,
        commencing with the first such report due not less than ten (10) Business
        Days
        following such request.

       

      Section
        13.04      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
        or the applicable 

       

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

         

        Subservicer,
          and shall address each of the relevant Servicing Criteria set forth in
          Exhibit
          G, 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 F 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 subsection
        13.04(a)(i) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit G 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 of compliance provided by a Servicing
        Participant pursuant to subsection 13.04(a)(iii) needs not address any elements
        of the Servicing Criteria other than those specified by the Servicer pursuant
        to
        Section 13.05.

       

      (c)           Within
        thirty (30) days of receipt, the Transferor shall provide a copy of all reports
        prepared and delivered pursuant to this Section 13.04 to each Note Rating
        Agency.

       

      Section
        13.05      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 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 Transaction Document, if
        those
        Servicing Participants agree to comply with the provisions of subsection
        13.05(b).

       

      (b)           The
        Servicer shall use its best efforts to cause any Subservicer used by the
        Servicer (or by any Subservicer) to comply with the provisions of this Section
        and with Section 4.05, Section 13.02, subsection 13.03(c) and Section 13.04
        to
        the same extent as if 

       

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

         

        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
          4.05, any assessment of compliance and attestation required to be delivered
          by
          such Subservicer under Section 13.04 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 7.06, 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 13.04 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 delivered by such
        Servicing Participant under Section 13.04, in each case as and when required
        to
        be delivered.

      
 

      [END
        OF ARTICLE XIII]

       

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

    

     

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

       

      
        	 	
                CHASE
                  BANK USA, NATIONAL

              
	 	
                ASSOCIATION,
                  as Transferor, Servicer and

              
	 	
                Administrator

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Keith W. Schuck

              
	 	 	
                Name:

              	
                Keith
                  W. Schuck

              
	 	 	
                Title:

              	
                President

              
	 	 	 	 
	 	 	 	 
	 	
                CHASE
                  ISSUANCE TRUST,

              
	 	
                as
                  Issuing Entity

              
	 	 	 	 
	 	
                By:

              	
                WILMINGTON
                  TRUST COMPANY, not

              
	 	 	
                in
                  its individual capacity but solely as

              
	 	 	
                Owner
                  Trustee on behalf of the Trust

              
	 	 	 	 
	 	
                By:

              	
                /s/
                  Jeanne M. Oller

              
	 	 	
                Name:

              	
                Jeanne
                  M. Oller

              
	 	 	
                Title:

              	 
	 	 	 	 
	 	 
	 	
                WELLS
                  FARGO BANK,

              
	 	
                NATIONAL
                  ASSOCIATION,

              
	 	
                as
                  Indenture Trustee and Collateral Agent

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Cheryl Zimmerman

              
	 	 	
                Name:

              	
                Cheryl
                  Zimmerman

              
	 	 	
                Title:

              	
                Assistant
                  Vice President

              
	 	 	 	 


      

      


       

      
        
          
          

        

        
          CHAIT
            Third A&R TSA Signature Page

          
            

          

        

        
          
          

        

      

      
 

      Acknowledged
        and Accepted:

      


      WILMINGTON
        TRUST COMPANY,

      not
        in its individual capacity but

      solely
        as Owner Trustee

      


      


      By:       /s/
        James P. Lawler___________

      Name:

      Title:

    

     

     

    
      
        
        

      

      
        CHAIT
          Third A&R TSA Signature Page

        
          

        

      

      
        
        

      

    

     

    
      Schedule
        1

      List
        of Collateral Certificates

      Chase
        Credit Card Master Trust Collateral Certificates

       

      The
        Collateral Certificate issued pursuant to the Series 2004-CC Supplement to
        the
        Chase Credit Card Master Trust Pooling and Servicing Agreement, dated as
        of
        October 20, 2004, as amended

       

      First
        USA Credit Card Master Trust Collateral Certificates

       

      The
        Collateral Certificate issued pursuant to the Amended and Restated Series
        2002-CC Supplement to the First USA Credit Card Master Trust Pooling and
        Servicing Agreement, dated as of October 15, 2004, as amended

       

       

      
        
          
          

        

        
          1-1

          
            

          

        

        
          
          

        

      

      


      Schedule
        2

      List
        of Accounts

      Delivered
        to Collateral Agent Only

       

      [Deemed
        Incorporated]

       

       

       

      
        
          
          

        

        
          2-1

          
            

          

        

        
          
          

        

      

    

     

    
      


       

      Exhibit
        A-1

      FORM
        OF ASSIGNMENT OF AN ADDITIONAL COLLATERAL CERTIFICATE

       

      (as
        required by subsection 2.12(c)(v) of the Transfer and Servicing
        Agreement)

       

      ASSIGNMENT
        NO. __ OF AN ADDITIONAL COLLATERAL CERTIFICATE, dated as of _____________,
        by
        and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association
        (the “Bank”), as Transferor (the “Transferor”), and the CHASE ISSUANCE TRUST
        (the “Trust”), pursuant to the Agreement referred to below and acknowledged by
        the Bank in its capacity as servicer under the Agreement referred to below
        (in
        such capacity, the “Servicer”).

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        the Bank, as Transferor, Servicer and Administrator, Wells Fargo Bank, National
        Association, as Indenture Trustee and Collateral Agent, and the Trust are
        parties to the Third Amended and Restated Transfer and Servicing Agreement,
        dated as of December 19, 2007 (hereinafter as such agreement may have been,
        or
        may from time to time be, amended, supplemented or otherwise modified, the
        “Agreement”);

       

      WHEREAS,
        pursuant to subsection 2.12(a) or 2.12(b) of the Agreement, the Transferor
        wishes to designate an Additional Collateral Certificate and to convey hereby
        such Additional Collateral Certificate (as such term is defined in the
        Agreement) to the Trust for designation pursuant to the applicable Asset
        Pool
        Supplement; and

       

      WHEREAS,
        the Owner Trustee, on behalf of the Trust, is willing to accept such designation
        and conveyance subject to the terms and conditions hereof;

       

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

       

      1.           Defined
        Terms.  All capitalized terms used herein shall have the meanings
        ascribed to them in the Agreement unless otherwise defined herein.

       

      “Addition
        Date” shall mean, with respect to the Additional Collateral Certificate
        designated on Schedule 1 hereto, ____________.

       

      “Notice
        Date” shall mean, with respect to the Additional Collateral Certificate
        designated on Schedule 1 hereto, _____________ [which shall be a date on
        or
        prior to the third Business Day prior to the Addition Date with respect to
        additions pursuant to subsection 2.12(a) of the Agreement and the fifth Business
        Day prior to the Addition Date with respect to additions pursuant to subsection
        2.12(b) of the Agreement].

       

      2.           Conveyance
        of Additional Collateral Certificates.

       

      (a)           The
        Transferor does hereby transfer, assign, set over and otherwise convey, without
        recourse except as set forth in the Agreement, to the Trust, all its right,
        title and 

       

       

      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

         

        interest
          in, to and under the Additional Collateral Certificate existing as of the
          close
          of business on the Addition Date.  The foregoing does not constitute
          and is not intended to result in the creation or assumption by the Trust,
          the
          Owner Trustee (as such or in its individual capacity), the Indenture Trustee,
          the applicable Collateral Agent, any Noteholders, any Supplemental Credit
          Enhancer or any Derivative Counterparty of any obligation of the Transferor
          or
          any other Person in connection with the Additional Collateral Certificate
          or
          under any agreement or instrument relating thereto, including any obligation
          to
          Obligors, merchant banks, merchants clearance systems, VISA®,
          MasterCard®1
          or insurers.

      

       

      (b)           If
        necessary, the Transferor agrees to record and file, at its own expense,
        financing statements (and continuation statements when applicable) with respect
        to the Additional Collateral Certificate existing on the Addition Date meeting
        the requirements of applicable state law in such manner and in such
        jurisdictions as are necessary to perfect, and maintain perfection of, the
        sale
        and assignment of its interest in such Additional Collateral Certificate
        to the
        Trust, and to deliver a file-stamped copy of each such financing statement
        or
        other evidence of such filing to the Owner Trustee on or prior to the Addition
        Date.  None of the Owner Trustee, the Indenture Trustee or the
        applicable Collateral Agent shall be under any obligation whatsoever to file
        such financing or continuation statements or to make any filing under the
        UCC in
        connection with such sale and assignment.

       

      (c)           The
        Transferor does hereby grant to the Trust a security interest in all of its
        right, title and interest, whether now owned or hereafter acquired, in and
        to
        the Additional Collateral Certificate designated for sale on the Addition
        Date.  This Assignment constitutes a security agreement under the
        UCC.

       

      (d)           The
        parties hereto agree that all transfers of Additional Collateral Certificates
        to
        the Trust pursuant to this Assignment are subject to, and shall 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 the Transferor pursuant to this Assignment shall be deemed to no longer
        be
        the property, assets or rights of the Transferor.  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.

       

      3.           Acceptance
        by Owner Trustee.  The Owner Trustee hereby acknowledges its
        acceptance on behalf of the Trust of all right, title and interest to the
        property existing on the Addition Date which has been conveyed to the Trust
        pursuant to Section 2(a) of this Assignment.

       

      4.           Representations
        and Warranties of the Transferor.  The Transferor hereby
        represents and warrants to the Trust, as of the Addition Date,
        that:

       

       
        
          

        

      

      1
        VISA® and
        MasterCard® are
        registered trademarks of VISA U.S.A., Inc., and of MasterCard International
        Inc., respectively.

       

      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      

       

      (a)           Legal,
        Valid and Binding Obligation.  This Assignment constitutes a
        legal, valid and binding obligation of the Transferor enforceable against
        the
        Transferor 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)           Eligibility
        of Additional Collateral Certificate.  As of the Addition Date,
        the Additional Collateral Certificate designated hereby is an Eligible
        Collateral Certificate;

       

      (c)           Insolvency.  As
        of the Addition Date, no Insolvency Event with respect to the Transferor
        has
        occurred and the transfer by the Transferor of Additional Collateral
        Certificates to the Trust has not been made in contemplation of the occurrence
        thereof;

       

      (d)           No
        Adverse Effect.  The acquisition by the Trust of the Additional
        Collateral Certificate shall not, in the reasonable belief of the applicable
        Transferor, result in an Adverse Effect;

       

      (e)           Security
        Interest.  This Assignment constitutes either (i) a valid sale,
        transfer and assignment to the Trust of all right, title and interest of
        the
        Transferor in the Additional Collateral Certificate designated on the Addition
        Date and such Additional Collateral Certificate will be held by the Owner
        Trustee, on behalf of the Trust, free and clear of any Lien of any Person
        claiming through or under the Transferor or any of its Affiliates, or (ii)
        a
        valid transfer for security of all of the Transferor’s right, title and
        interest  in such Additional Collateral Certificate to the Owner
        Trustee, on behalf of the Trust, which is enforceable upon execution and
        delivery of this Assignment.  Upon the filing of all such appropriate
        financing statements, the Trust shall have a first priority perfected security
        or ownership interest in such property and proceeds;

       

      (f)           No
        Conflict.  The execution and delivery by the Transferor of this
        Assignment, the performance of the transactions contemplated by this Assignment
        and the fulfillment of the terms hereof applicable to the Transferor, will
        not
        conflict with or violate any Requirements of Law applicable to the Transferor
        or
        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
        its properties are bound;

       

      (g)           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 Assignment,
        (ii) seeking to prevent the consummation of any of the transactions contemplated
        by this Assignment, (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 Assignment or
        (iv)
        seeking any determination or ruling that would materially and adversely affect
        the validity or enforceability of this Assignment; and

       

       

      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

      

       

      (h)           All
        Consents.  All authorizations, consents, orders or approvals of
        any court or other governmental authority required to be obtained by the
        Transferor in connection with the execution and delivery of this Assignment
        by
        the Transferor and the performance of the transactions contemplated by this
        Assignment by the Transferor, have been obtained.

       

      5.           Conditions
        Precedent.  The designation of an Additional Collateral
        Certificate pursuant to Section 2 of this Assignment, the acceptance by the
        Trust pursuant to Section 3 of this Assignment and the amendment of the
        Agreement pursuant to Section 6 of this Assignment are each subject to the
        satisfaction of the conditions precedent set forth in subsection 2.12(c)
        of the
        Agreement on or prior to the dates specified in such subsection
        2.12(c).  For purposes of subsection 2.12(c)(i) of the Agreement,
“Notice Date” shall having the meaning specified in Section 1
        hereof.  With respect to the condition specified in subsection
        2.12(c)(xi) of the Agreement, the Bank shall have delivered to the
        Administrator, on behalf of the Trust, on or prior to the date hereof, 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
        subsection 2.12(c) of the Transfer and Servicing Agreement for designating
        and
        conveying Additional Collateral Certificates have been satisfied and (ii)
        each
        of the representations and warranties made by the Transferor in Section 4
        of
        this Assignment is true and correct as of the Addition Date.  The
        Owner Trustee and the Administrator 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.

       

      6.           Amendment
        of the Transfer and Servicing Agreement.  The Agreement is hereby
        amended to provide that all references therein to the “Transfer and Servicing
        Agreement,” to “this Agreement” and to “herein” shall be deemed from and after
        the Addition Date to be a dual reference to the Agreement as supplemented
        by
        this Assignment and all references therein to Additional Collateral Certificates
        shall be deemed to include the Additional Collateral Certificate designated
        hereby.  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.           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
        shall constitute one and the same instrument.

       

      8.           GOVERNING
        LAW.  THIS ASSIGNMENT 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.

       

      9.           Limitation
        of Liability.  Notwithstanding any other provision herein or
        elsewhere, this Assignment has been executed and delivered by Wilmington
        Trust
        Company on behalf of the Trust, not in its individual capacity, but solely
        in
        its capacity as Owner Trustee, in 

       

       

      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

         

        no
          event shall Wilmington Trust Company in its individual capacity have any
          liability in respect of the representations, warranties, or obligations
          of the
          Trust hereunder or under any other document, as to all of which recourse
          shall
          be had solely to the assets of the Trust, and for all purposes of this
          Assignment and each other document, the Owner Trustee (as such or in its
          individual capacity) shall be subject to, and entitled to the benefits
          of, the
          terms and provisions of the Trust Agreement.

      

       

      10.           Removal
        Upon Breach.  In the event of a breach of any of the warranties
        set forth in subsection 4(b) other than a breach or event set forth in
        subsection 2.05(a) of the Agreement, if as a result of such breach the related
        Collateral Certificate is no longer an Eligible Collateral Certificate or
        the
        Trust’s rights in, to or under such Collateral Certificate or its proceeds are
        impaired, then upon the expiration of 60 days (or such longer period as may
        be
        agreed to by the Indenture Trustee, the applicable Collateral Agent and the
        Servicer, but in no event later than 120 days) after the earlier to occur
        of the
        discovery thereof by the Transferor who conveyed such Collateral Certificate
        to
        the Trust or receipt by such Transferor of written notice thereof given by
        the
        Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or
        the
        Servicer, such Collateral Certificate shall be removed from the Trust on
        the
        terms and conditions set forth in subsection 2.05(b) of the Agreement and
        the
        Transferor shall accept reassignment of such Collateral Certificate;
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 Collateral Certificate shall then be true
        and
        correct in all material respects as if such Collateral Certificate had been
        designated for inclusion in the Trust on such day.

       

      
 

      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      

        
         

      

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

       

      
        
          	 	
                  CHASE
                    BANK USA, NATIONAL

                	 
	 	
                  ASSOCIATION,
                    as Transferor

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 
	 	
                  CHASE
                    ISSUANCE TRUST,

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	
                  WILMINGTON
                    TRUST COMPANY, not

                	 
	 	 	
                  in
                    its individual capacity, but solely as

                	 
	 	 	
                  Owner
                    Trustee on behalf of the Trust

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        


        Acknowledged
          by:

        


        CHASE
          BANK USA,

        NATIONAL
          ASSOCIATION,

        as
          Servicer

        


        


        By:
          _________________________

                Name:

                Title:

        


        
          
            
            

          

          
            A-1-6

            
              

            

          

          
            
            

          

        

         

        Schedule
          1 (to Exhibit A-1)

        List
          of Additional Collateral Certificates

         

        


        
          
            
            

          

          
            A-1-7

            
              

            

          

          
            
            

          

        

         

        Schedule
          2 (to Exhibit A-1)

        Chase
          Bank USA, National Association

         

        Officer’s
          Certificate

         

         

        ____________________,
          a duly authorized officer of Chase Bank USA, National Association (“Chase USA”),
          a national banking association, as transferor (the “Transferor”), hereby
          certifies and acknowledges on behalf of the Transferor that to the best
          of
          [her/his] knowledge the following statements are true on ___________ (the
          “Addition Date”), and acknowledges on behalf of the Transferor that this
          Officer’s Certificate will be relied upon by Wilmington Trust Company, as Owner
          Trustee on behalf of the Trust, in connection with the Trust entering into
          Assignment No. ___ of Additional Collateral Certificates, dated as of the
          related Addition Date (the “Assignment”), by and between the Transferor and the
          Trust, in connection with the Third Amended and Restated Transfer and Servicing
          Agreement, dated as of December 19, 2007 (as heretofore supplemented and
          amended, the “Transfer and Servicing Agreement”), by and among Chase USA, as
          Transferor, Servicer and Administrator, the Chase Issuance Trust, as Issuing
          Entity, and Wells Fargo Bank, National Association, as Indenture Trustee
          and
          Collateral Agent.  The undersigned hereby certifies and acknowledges
          on behalf of the Transferor that:

         

        


        (a)           Delivery
          of Assignment.  On or prior to the Addition Date, (i) the
          Transferor has delivered to the Trust the Assignment and (ii) the Transferor
          shall deliver to the Trust the Additional Collateral Certificate;

         

        (b)           Legal,
          Valid and Binding Obligation.  This Assignment constitutes a
          legal, valid and binding obligation of the Transferor enforceable against
          the
          Transferor 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);

         

        (c)           Eligibility
          of Additional Collateral Certificate. As of the Addition Date, the
          Additional Collateral Certificate designated hereby is an Eligible Collateral
          Certificate;

         

        (d)           Insolvency.  As
          of the Addition Date, no Insolvency Event with respect to the Transferor
          has
          occurred and the transfer by the Transferor of Additional Collateral
          Certificates to the Trust has not been made in contemplation of the occurrence
          thereof;

         

        (e)           No
          Adverse Effect.  The acquisition by the Trust of the Additional
          Collateral Certificate shall not, in the reasonable belief of the Transferor,
          result in an Adverse Effect;

         

        (f)           Conditions
          Precedent.  All requirements set forth in subsection 2.12(c) of
          the Transfer and Servicing Agreement for designating and conveying Additional
          Collateral Certificates have been satisfied;

         

         

        
          
            
            

          

          
            A-1-8

            
              

            

          

          
            
            

          

        

         

        (g)           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 Assignment,
          (ii) seeking to prevent the consummation of any of the transactions contemplated
          by this Assignment, (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 Assignment
          or (iv)
          seeking any determination or ruling that would materially and adversely
          affect
          the validity or enforceability of this Assignment; and

         

        (h)           All
          Consents.  All authorizations, consents, orders or approvals of
          any court or other governmental authority required to be obtained by the
          Transferor in connection with the execution and delivery of this Assignment
          by
          the Transferor and the performance of the transactions contemplated by
          this
          Assignment by the Transferor, have been obtained.

         

        Initially
          capitalized terms used herein and not otherwise defined are used as defined
          in
          the Asset Pool One Supplement.

         

        IN
          WITNESS WHEREOF, I have hereunto set my hand this _____ day of ________
          ____.

         

        
          	 	
                  CHASE
                    BANK USA,

                	 
	 	
                  NATIONAL
                    ASSOCIATION

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


        

      

    

     

     

     

    
      
        
        

      

      
        A-1-9

        
          

        

      

      
        
        

      

    

     

    
      


       

      Exhibit
        A-2

      FORM
        OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

       

      (as
        required by subsection 2.12(c)(iv) of the Transfer and Servicing
        Agreement)

       

      ASSIGNMENT
        NO. ___ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of __________, by
        and
        between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association
        (the “Bank”), as Transferor (in such capacity, the “Transferor”), and the CHASE
        ISSUANCE TRUST (the “Trust”), pursuant to the Agreement referred to below, and
        acknowledged by the Bank in its capacity as servicer under the Agreement
        referred to below (in such capacity, the “Servicer”).

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        the Bank, as Transferor, Servicer and Administrator, Wells Fargo Bank, National
        Association, as Indenture Trustee and Collateral Agent, and the Trust are
        parties to the Third Amended and Restated Transfer and Servicing Agreement,
        dated as of December 19, 2007 (hereinafter as such agreement may have been,
        or
        may from time to time be, amended, supplemented or otherwise modified, the
        “Agreement”);

       

      WHEREAS,
        pursuant to the Agreement, the Transferor wishes to designate Additional
        Accounts to be included as Accounts and to convey hereby the Receivables
        of such
        Additional Accounts (as each such term is defined in the Agreement), whether
        now
        existing or hereafter created, to the Trust; and

       

      WHEREAS,
        the Administrator, on behalf of the Trust, is willing to accept such designation
        and conveyance subject to the terms and conditions hereof;

       

      NOW,
        THEREFORE, the Transferor and the Administrator, on behalf of the Trust,
        hereby
        agree as follows:

       

      1.           Defined
        Terms. All capitalized terms used herein shall have the meanings ascribed
        to
        them in the Agreement 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 on
        Schedule 1 hereto, _________________.

       

      “Notice
        Date” shall mean, with respect to the Additional Accounts designated on
        Schedule 1 hereto, ________________ which shall be a date on or prior to
        the
        third Business Day prior to the Addition Date with respect to additions pursuant
        to subsection 2.12(a) of the Agreement and the fifth Business Day prior to
        the
        Addition Date with respect to additions pursuant to subsection 2.12(b) of
        the
        Agreement.

       

       

      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      

       

      2.           Designation
        of Additional Accounts.  No later than five Business Days after
        the Addition Date, the Transferor shall deliver to the Collateral Agent,
        as
        designee, on behalf of the Trust, a true and complete list (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 each VISA® and MasterCard®
        account which, as of
        the Addition Date, shall be deemed to be an Additional Account, identified
        by
        account number and the aggregate amount of the Receivables in each such
        Additional Account as of the Addition Cut-Off Date, and stating to which
        Asset
        Pool each such Additional Account belongs, which list shall be marked as
        Schedule 1 to this Assignment and, as of the Addition Date, shall modify
        and
        amend and be incorporated into and made part of the Agreement and shall
        supplement Schedule 1 to the Agreement.

       

      3.           Conveyance
        of Receivables.

       

      (a)  The
        Transferor does hereby sell, transfer and assign to the Trust all right,
        title
        and interest, whether owned on the Addition Cut-Off Date or thereafter acquired,
        of the Transferor in the Receivables existing on the Addition Cut-Off Date
        or
        thereafter created in the Additional Accounts, all Interchange and Recoveries
        related thereto, all monies due or to become due and all amounts received
        or
        receivable with respect thereto and all proceeds (including “proceeds” as
        defined in the applicable UCC) thereof and all Insurance Proceeds related
        thereto.  This Section 3(a) does not constitute and is not intended to
        result in the creation or assumption by the Trust, the Owner Trustee (as
        such or
        in its individual capacity), the Indenture Trustee, the applicable Collateral
        Agent, any Noteholders, any Supplemental Credit Enhancement Provider or any
        Derivative Counterparty of any obligation of the Transferor or any other
        Person
        in connection with the Accounts, the Receivables or under any agreement or
        instrument relating thereto, including any obligation to Obligors, merchant
        banks, merchants clearance systems, VISA®, MasterCard®
        or
        insurers.

       

      (b)           The
        Transferor hereby grants to the Trust a security interest in all of its right,
        title and interest, whether owned on the Addition Cut-Off Date or thereafter
        acquired, of the Transferor in the Receivables existing on the Addition Cut-Off
        Date or thereafter created in the Additional Accounts, all Interchange and
        Recoveries related thereto, all monies due or to become due and all amounts
        received or receivable with respect thereto and the “proceeds” (including
“proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds
        related thereto to secure a loan in an amount equal to the unpaid principal
        amount of the Notes issued pursuant to the Indenture and the applicable
        Indenture Supplement and accrued and unpaid interest with respect
        thereto.  This Assignment constitutes a security agreement under the
        UCC.

       

      (c)           If
        necessary, the Transferor agrees to record and file, at its own expense,
        financing statements (and continuation statements when applicable) with respect
        to the Receivables in Additional Accounts existing on the Addition Cut-Off
        Date
        and thereafter created meeting the requirements of applicable state law in
        such
        manner and in such jurisdictions as are necessary to perfect, and maintain
        perfection of, the sale and assignment of its interest in such Receivables
        to
        the Trust, and to deliver a file-stamped copy of each such financing statement
        or other evidence of such filing to the Owner Trustee on or prior to the
        Addition Date. The Owner Trustee shall be under no obligation whatsoever
        to file
        such financing or continuation statements or to make any filing under the
        UCC in
        connection with such sale and assignment.

       

       

      
        
          
          

        

        
          A-2-2

          
            

          

        

        
          
          

        

      

       

      (d)           In
        connection with such transfers, the Transferor further agrees, at its own
        expense, on or prior to the date of this Assignment, to indicate in the
        appropriate computer files that Receivables created in connection with the
        Additional Accounts and designated hereby have been conveyed to the Trust
        pursuant to this Assignment for the benefit of the Noteholders.

       

      (e)           The
        parties hereto agree that all transfers of Receivables to the Trust pursuant
        to
        this Assignment are subject to, and shall 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 the Transferor
        pursuant to this Assignment shall be deemed to no longer be the property,
        assets
        or rights of the Transferor.  The parties hereto acknowledge and agree
        that each such transfer is occurring in connections with a “securitization
        transaction” within the meaning of the Delaware Act.

       

      4.           Acceptance
        by Owner Trustee on Behalf of the Trust.  The Owner Trustee, on
        behalf of the Trust, hereby acknowledges its acceptance of all right, title
        and
        interest in and to the Receivables in the Additional Accounts now existing
        and
        hereafter created, conveyed to the Trust pursuant to Section 3(a) hereof
        and
        declares that the Trust shall maintain such right, title and interest, upon
        the
        trust herein set forth, for the benefit of the Noteholders.

       

      5.           Representations
        and Warranties of the Transferor.

       

      (a)           Legal,
        Valid and Binding Obligation.  This Assignment constitutes a
        legal, valid and binding obligation of the Transferor enforceable against
        the
        Transferor 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)           Eligibility
        of Accounts.  As of the Addition Cut-Off Date, each Additional
        Account designated hereby was an Eligible Account;

       

      (c)           Insolvency.  As
        of each of the Addition Cut-Off Date and the Addition Date, no Insolvency
        Event
        with respect to the Transferor has occurred and the transfer by the Transferor
        of Receivables arising in the Additional Accounts to the Trust has not been
        made
        in contemplation of the occurrence thereof;

       

      (d)           No
        Adverse Effect.  The acquisition by the Trust of the Receivables
        arising in the Additional Accounts shall not, in the reasonable belief of
        the
        applicable Transferor, result in an Adverse Effect;

       

      (e)           Security
        Interest.  This Assignment constitutes a valid sale, transfer and
        assignment to the Trust of all right, title and interest, whether owned on
        the
        Addition Cut-Off Date or thereafter acquired, of the Transferor in the
        Receivables existing on the Addition Cut-Off Date or thereafter created in
        the
        Additional Accounts, all Interchange and Recoveries related thereto, all
        monies
        due or to become due and all amounts received or receivable with respect
        thereto
        and the “proceeds” (including “proceeds” as defined in the applicable UCC)
        thereof and 

       

       

      
        
          
          

        

        
          A-2-3

          
            

          

        

        
          
          

        

         

        Insurance
          Proceeds related thereto, or, if this Assignment does not constitute a
          sale of
          such property, the Agreement as amended by this Assignment constitutes
          a grant
          of a “security interest” (as defined in the applicable UCC) in such property to
          the Trust, which, in the case of existing Receivables and the proceeds
          thereof,
          is enforceable upon execution and delivery of this Assignment, and which
          will be
          enforceable with respect to such Receivables hereafter created and the
          proceeds
          thereof upon such creation.  Upon the filing of the financing
          statements described in Section 3 of this Assignment and, in the case of
          the
          Receivables hereafter created and the proceeds thereof, upon the creation
          thereof, the Trust shall have a first priority perfected security or ownership
          interest in such property;

      

       

      (f)           No
        Conflict.  The execution and delivery by the Transferor of this
        Assignment, the performance of the transactions contemplated by this Assignment
        and the fulfillment of the terms hereof applicable to the Transferor, will
        not
        conflict with or violate any Requirements of Law applicable to the Transferor
        or
        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
        its properties are bound;

       

      (g)           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 Assignment,
        (ii) seeking to prevent the consummation of any of the transactions contemplated
        by this Assignment, (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 Assignment or
        (iv)
        seeking any determination or ruling that would materially and adversely affect
        the validity or enforceability of this Assignment; and

       

      (h)           All
        Consents.  All authorizations, consents, orders or approvals of
        any court or other governmental authority required to be obtained by the
        Transferor in connection with the execution and delivery of this Assignment
        by
        the Transferor and the performance of the transactions contemplated by this
        Assignment by the Transferor, have been obtained.

       

      6.           Conditions
        Precedent.  The designation of Additional Accounts pursuant to
        Section 2 of this Assignment, the conveyance of Receivables pursuant to Section
        3 of this Assignment and the amendment of the Agreement pursuant to Section
        7
        hereof are each subject to the satisfaction of the conditions precedent set
        forth in subsection 2.12(c) of the Agreement on or prior to the dates specified
        in such subsection 2.12(c), except to the extent any such conditions have
        been
        waived.  For purposes of subsection 2.12(c)(i) of the Agreement,
“Notice Date” shall having the meaning specified in subsection 1
        hereof.  With respect to the condition specified in subsection
        2.12(c)(xi) of the Agreement, the Bank shall have delivered to the
        Administrator, on behalf of the Trust, on or prior to the date hereof, 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
        subsection 2.12(c) of the Agreement for designating and conveying Receivables
        in
        Additional Accounts have been satisfied or waived and (ii) each of the
        representations and warranties made by the Transferor in Section 5 of this
        Assignment is true and correct as of the Addition Date.  The Owner
        Trustee and the Administrator may conclusively rely on such Officer’s
        Certificate, 

       

       

      
        
          
          

        

        
          A-2-4

          
            

          

        

        
          
          

        

         

        shall
          have no duty to make inquiries with regard to the matters set forth therein,
          and
          shall incur no liability in so relying.

      

       

      7.           Amendment
        of the Transfer and Servicing Agreement.  The Agreement is hereby
        amended to provide that all references therein to the “Transfer and Servicing
        Agreement,” to “this Agreement” and to “herein” shall be deemed from and after
        the Addition Date to be a dual reference to the Agreement as supplemented
        by
        this Assignment.  All references therein to Additional Accounts shall
        be deemed to include the Additional Accounts designated hereby and all
        references therein to Receivables shall be deemed to include the Receivables
        conveyed hereby.  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.

       

      8.           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
        shall constitute one and the same instrument.

       

      9.           GOVERNING
        LAW.  THIS ASSIGNMENT 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.           Removal
        Upon Breach.  In the event of a breach of any of the warranties
        set forth in Section 5(b) hereof other than a breach or event set forth in
        subsection 2.05(a) of the Agreement, if as a result of such breach the related
        Receivable is no longer an Eligible Receivable or the Trust’s rights in, to or
        under such Receivable or its proceeds are impaired, then upon the expiration
        of
        60 days (or such longer period as may be agreed to by the Indenture Trustee,
        the
        applicable Collateral Agent and the Servicer, but in no event later than
        120
        days) after the earlier to occur of the discovery thereof by the Transferor
        who
        conveyed such Receivable to the Trust or receipt by such Transferor of written
        notice thereof given by the Owner Trustee, the Indenture Trustee, the applicable
        Collateral Agent or the Servicer, such Receivable shall be removed from the
        Trust on the terms and conditions set forth in subsection 2.05(b) of the
        Agreement and the Transferor shall accept reassignment of such Receivable;
        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 designated for inclusion
        in the
        Trust on such day.

       

       

      
        
          
          

        

        
          A-2-5

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
              	
                CHASE
                  BANK USA, NATIONAL

              	 
	 	
                ASSOCIATION,
                  as Transferor

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 
	 	 	 	 
	 	 	 
	 	
                CHASE
                  ISSUANCE TRUST,

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                WILMINGTON
                  TRUST COMPANY, not

              	 
	 	 	
                in
                  its individual capacity, but solely as

              	 
	 	 	
                Owner
                  Trustee on behalf of the Trust

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        



      

      


      Acknowledged
        by:

      


      CHASE
        BANK USA,

      NATIONAL
        ASSOCIATION,

      as
        Servicer

      


      


      By:
        _________________________

              Name:

              Title:

      


       

      
        
          
          

        

        
          A-2-6

          
            

          

        

        
          
          

        

      

       

      Schedule
        1 (to Exhibit A-2)

       

      List
        of Additional Accounts

       

      


       

      
        
          
          

        

        
          A-2-7

          
            

          

        

        
          
          

        

      

       

      Schedule
        2 (to Exhibit A-2)

       

      Chase
        Bank USA, National Association

       

      Officer’s
        Certificate

       

       

      ____________________,
        a duly authorized officer of Chase Bank USA, National Association (“Chase USA”),
        a national banking association, as transferor (the “Transferor”), hereby
        certifies and acknowledges on behalf of the Transferor that to the best of
        [her/his] knowledge the following statements are true on ___________ (the
        “Addition Date”), and acknowledges on behalf of the Transferor that this
        Officer’s Certificate will be relied upon by Wilmington Trust Company, as Owner
        Trustee on behalf of the Chase Issuance Trust (the “Trust” or “Issuing Entity”),
        in connection with the Trust entering into Assignment No. ___ of Receivables
        in
        Additional Accounts, dated as of the Addition Date (the “Assignment”), by and
        between the Transferor and the Trust, in connection with the Third Amended
        and
        Restated Transfer and Servicing Agreement, dated as of December 19, 2007
        (as
        heretofore supplemented and amended, the “Transfer and Servicing Agreement”),
        each by and among Chase USA, as Transferor, Servicer and Administrator, the
        Issuing Entity and Wells Fargo Bank, National Association, as Indenture Trustee
        and Collateral Agent.  The undersigned hereby certifies and
        acknowledges on behalf of the Transferor that:

       

      


      (a)           Delivery
        of Assignment.  On or prior to the Addition Date, (i) the
        Transferor has delivered to the Trust the Assignment, and (ii) the Transferor
        has indicated in its computer files that the Receivables created in connection
        with the Additional Accounts have been transferred to the Issuing
        Entity.  The Transferor shall deliver to the Collateral Agent, as
        designee, on behalf of the Issuing Entity, a true and complete list (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 the Additional Accounts,
        identified by account number and the aggregate amount of the Receivables
        in each
        Additional Account as of the Addition Cut-Off Date, and stating to which
        Asset
        Pool the Additional Accounts belong, which list shall, as of the Addition
        Date,
        modify and amend and be incorporated into and made a part of the Assignment
        and
        the Transfer and Servicing Agreement;

       

      (b)           Legal,
        Valid and Binding Obligation.  This Assignment constitutes a
        legal, valid and binding obligation of the Transferor enforceable against
        the
        Transferor 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);

       

      (c)           Eligibility
        of Additional Accounts.  As of the Addition Cut-Off Date, each
        Additional Account designated thereby is an Eligible Account;

       

      (d)           Insolvency.  As
        of each of the Addition Cut-Off Date and the Addition Date, no Insolvency
        Event
        with respect to the Transferor has occurred and the transfer by the Transferor
        of Receivables arising in the Additional Accounts to the Trust has not been
        made
        in contemplation of the occurrence thereof;

       

       

      
        
          
          

        

        
          A-2-8

          
            

          

        

        
          
          

        

      

       

      (e)           No
        Adverse Effect.  The acquisition by the Trust of the Receivables
        arising in the Additional Accounts shall not, in the reasonable belief of
        the
        Transferor, result in an Adverse Effect;

       

      (f)           Conditions
        Precedent.  All requirements set forth in subsection 2.12(c) of
        the Transfer and Servicing Agreement for designating and conveying Receivables
        arising in the Additional Accounts have been satisfied or waived;

       

      (g)           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 Assignment,
        (ii) seeking to prevent the consummation of any of the transactions contemplated
        by this Assignment, (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 Assignment or
        (iv)
        seeking any determination or ruling that would materially and adversely affect
        the validity or enforceability of this Assignment; and

       

      (h)           All
        Consents.  All authorizations, consents, orders or approvals of
        any court or other governmental authority required to be obtained by the
        Transferor in connection with the execution and delivery of this Assignment
        by
        the Transferor and the performance of the transactions contemplated by this
        Assignment by the Transferor, have been obtained.

       

      Initially
        capitalized terms used herein and not otherwise defined are used as defined
        in
        the Asset Pool One Supplement.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand this _____ day of
        _________________.

       

      
        	
              	
                CHASE
                  BANK USA,

              	 
	 	
                NATIONAL
                  ASSOCIATION

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


         

         

        
          
            
            

          

          
            A-2-9

            
              

            

          

          
            
            

          

        

      

    

     

    
      


       

      Exhibit
        B

      


      FORM
        OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

       

      (as
        required by subsection 2.13(b)(iv) of the Transfer and Servicing
        Agreement)

       

       

      REASSIGNMENT
        NO. _______ OF RECEIVABLES IN REMOVED ACCOUNTS (this “Reassignment”) dated as of
        _________, by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national
        banking association (the “Bank”), as Transferor (the “Transferor”) and Servicer
        (the “Servicer”) and the CHASE ISSUANCE TRUST (the “Trust”), pursuant to the
        Agreement referred to below.

      W
        I T N E S S E T H:

       

       

      WHEREAS,
        the Bank, as Transferor, Servicer and Administrator, Wells Fargo Bank, National
        Association, as Indenture Trustee and Collateral Agent, and the Trust are
        parties to the Third Amended and Restated Transfer and Servicing Agreement,
        dated as of December 19, 2007 (hereinafter as such agreement may have been,
        or
        may from time to time be, amended, supplemented or otherwise modified, the
        “Agreement”);

       

      WHEREAS,
        pursuant to the Agreement, the Transferor wishes to remove from the Trust
        all
        Receivables owned by the Trust in certain designated Accounts identified
        on
        Schedule 1 to this Reassignment (the “Removed Accounts”) and to cause the Trust
        to reconvey the Receivables of such Removed Accounts, whether now existing
        or
        hereafter created, from the Trust to the Transferor; and

       

      WHEREAS,
        Wilmington Trust Company, as owner trustee (the “Owner Trustee”), on behalf of
        the Trust, 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 Transferor and the Owner Trustee, on behalf of the Trust,
        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.

       

      “Removal
        Cut-Off Date” shall mean, with respect to the Removed Accounts,
        __________.

       

      “Removal
        Date” shall mean, with respect to the Removed Accounts,
        ______________.

       

      “Removal
        Notice Date” shall mean, with respect to the Removed Accounts,
        ______________.

       

      2.           Designation
        of Removed Accounts.  Within five Business Days after the Removal
        Date, or as otherwise agreed upon by the Transferor and the Owner Trustee,
        on
        behalf of the Trust, the Transferor will deliver to the Collateral Agent,
        as
        designee, on behalf of the Trust, a true and complete list (in the form of
        a
        computer file, microfiche list, CD-ROM or such 

       

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

         

        other
          form as is agreed upon between the Transferor and the Collateral Agent)
          of all
          Removed Accounts identified by account number and the aggregate amount
          of
          Principal Receivables in such Removed Accounts 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.

      

       

      3.           Reconveyance
        of Receivables.  The Owner Trustee, on behalf of the Trust, does
        hereby transfer, assign, set over and otherwise reconvey to the Transferor,
        without recourse, on and after the Removal Date, all right, title and interest
        of the Trust 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”).

       

      4.           Representations
        and Warranties of the Transferor.  The Transferor hereby
        represents and warrants to the Trust as of the Removal Date that:

       

      (a)           Legal,
        Valid and Binding Obligation.  This Reassignment constitutes a
        legal, valid and binding obligation of the Transferor enforceable against
        the
        Transferor, 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 under the applicable Asset Pool Supplement have been
        satisfied; and

       

      (c)           Required
        Transferor Amount and Minimum Pool Balance.  The removal of any
        Receivable of any Removed Accounts on any Removal Date shall not, in the
        reasonable belief of the Transferor, cause, with respect to the Asset Pool
        in
        which such Receivables had been designated for inclusion, an Adverse Effect
        or
        the Transferor Amount for such Asset Pool to be less than the Required
        Transferor Amount for that Asset Pool or the Pool Balance for that Asset
        Pool to
        be less than the Minimum Pool Balance for such Monthly Period in which such
        removal occurs.

       

      5.           Representations
        and Warranties of the Servicer.   No selection procedures
        believed by the Servicer to be materially adverse to the interests of the
        Noteholders were utilized in selecting the Removed Accounts to be removed
        from
        the Trust and (I) a random selection procedure was used by the Servicer in
        selecting the Removed Accounts and only one such removal of randomly selected
        Accounts shall occur in the then current Monthly Period, (II) the Removed
        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 Accounts subject to such arrangement, upon
        such
        cancellation or non-renewal and the third party has exercised such repurchase
        right or (III) the Removed Accounts were selected using another method that
        will
        not preclude transfers from being accounted for as sales under generally
        

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

         

        accepted
          accounting principles or prevent the Trust from continuing to qualify as
          a
          qualifying special purpose entity in accordance with SFAS
          140.

      

       

      6.           Conditions
        Precedent.  The reassignment hereunder of the Receivables in the
        Removed Accounts and the amendment of the Agreement pursuant to Section 8
        of
        this Reassignment are each subject to:

      


      (a)           the
        satisfaction, on or prior to the Removal Date, of the conditions set forth
        in
        subsection 2.13(b) of the Agreement; and

      


      (b)           the
        delivery, on or prior to the Removal Date, to the Owner Trustee by the
        Transferor and the Servicer of an Officer’s Certificate substantially in the
        form of Schedule 2-A or 2-B to this Reassignment, as applicable.  The
        Owner 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.

       

      7.           Representations
        and Warranties of the Trust.  Since the date of the transfer by
        the Transferor under the Agreement, the Owner Trustee, on behalf of the Trust,
        has not sold, transferred or encumbered any Receivable in any Removed Account
        or
        any interest therein.

       

      8.           Amendment
        of the Transfer and Servicing Agreement.  The Agreement is hereby
        amended to provide that all references therein to the “Transfer and Servicing
        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.

       

      9.           Release.

       

      (a)           The
        Owner Trustee, on behalf of the Trust, hereby expressly terminates,
        relinquishes, releases, discharges and renders ineffective any and all security
        interests, liens, mortgages and encumbrances, as against the Transferor,
        any
        transferee of the Transferor 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 Trust 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 Owner Trustee, on behalf of the Trust,
        

       

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

         

        hereby
          acknowledges that the interest of the Trust 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
        Owner Trustee, on behalf of the Trust, acknowledges and agrees that the
        Transferees and their representatives are expressly entitled to rely on the
        provisions of this Section 9, it being the intent of the Owner Trustee, on
        behalf of the Trust, that the Transferees will acquire title to the Removed
        Collateral purchased by them free of any Rights owned or held by the Trust
        to,
        against or in respect of the Removed Collateral.

       

      10.           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.

       

      11.           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.

       

      12.           Limitation
        of Liability.  Notwithstanding any other provision herein or
        elsewhere, this Reassignment has been executed and delivered by Wilmington
        Trust
        Company, not in its individual capacity, but solely in its capacity as Owner
        Trustee of the Trust, in no event shall Wilmington Trust Company in its
        individual capacity have any liability in respect of the representations,
        warranties, or obligations of the Trust hereunder or under any other document,
        as to all of which recourse shall be had solely to the assets of the Trust,
        and
        for all purposes of this Reassignment and each other document, the Owner
        Trustee
        (as such or in its individual capacity) shall be subject to, and entitled
        to the
        benefits of, the terms and provisions of the Trust Agreement.

       

      13.           Authorization.  The
        Owner Trustee, on behalf of the Trust, hereby authorizes the Transferor,
        or any
        agent designated by the Transferor, to file any financing statements or
        continuation statements, and amendments to financing statements, in any
        jurisdictions and with any filing offices as the Transferor may determine,
        in
        its sole discretion, are necessary or advisable to perfect the conveyance
        to the
        Transferor 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 Transferor 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 Transferor in connection herewith,
        including, without limitation, describing such property as “all assets” or “all
        personal property.”

       

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

      
 

      IN
        WITNESS WHEREOF, the Transferor, the Servicer and the Owner Trustee, on behalf
        of the Trust, 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,
                    as Transferor and Servicer

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 
	 	
                  CHASE
                    ISSUANCE TRUST,

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	
                  WILMINGTON
                    TRUST COMPANY, not

                	 
	 	 	
                  in
                    its individual capacity, but solely as

                	 
	 	 	
                  Owner
                    Trustee on behalf of the Trust

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


          


        

      

       

      
 

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      Schedule
        1

       

      to
        Reassignment

       

      


      List
        of Removed Accounts

       

      


      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

      Schedule
        2-A

      to
        Reassignment

      of
        Receivables

      Chase
        Bank USA, National Association

      Officer’s
        Certificate

       

      ____________________,
        a duly authorized officer of Chase Bank USA, National Association, a national
        banking association (the “Transferor”), hereby certifies and acknowledges on
        behalf of the Transferor that to the best of [her/his] knowledge the following
        statements are true on _____________ (the “Removal Date”), and acknowledges on
        behalf of the Transferor that this Officer’s Certificate will be relied upon by
        Wilmington Trust Company, as Owner Trustee (the “Owner Trustee”) of the Chase
        Issuance Trust (the “Trust” or “Issuing Entity”) in connection with the Owner
        Trustee entering into Reassignment No. ___ of Receivables in Removed Accounts,
        dated as of the Removal Date (the “Reassignment”), by and between the Transferor
        and the Owner Trustee, on behalf of the Trust, in connection with the Third
        Amended and Restated Transfer and Servicing Agreement, dated as of December
        19,
        2007 (as heretofore supplemented and amended, the “Transfer and Servicing
        Agreement”), by and among Chase Bank USA, National Association, as Transferor,
        Servicer and Administrator, Chase Issuance Trust, as the Issuing Entity,
        and
        Wells Fargo Bank, National Association, as Indenture Trustee and Collateral
        Agent.

       

      The
        undersigned hereby certifies and acknowledges on behalf of the Transferor
        that:

       

      (a)           All
        of the requirements for the removal of Accounts under the Asset Pool One
        Supplement have been satisfied.

       

      (b)           On
        or prior to the Removal Date, the Transferor has delivered to the Owner Trustee,
        on behalf of the Trust, for execution, the Reassignment and within five Business
        Days after the Removal Date, or as otherwise agreed upon between the Transferor
        and the Collateral Agent, as designee, on behalf of the Issuing Entity, the
        Transferor shall deliver to the Collateral Agent, as designee, on behalf
        of the
        Issuing Entity, a true and complete list (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 the Removed Accounts, identified
        by
        account number and the aggregate amount of the Receivables outstanding in
        each
        Removed Account as of the Removal Cut-Off Date, and stating from which Asset
        Pool the Removed Accounts are to be removed.  Such list shall, as of
        the Removal Date, modify, amend and be incorporated into and made a part
        of the
        Reassignment and the Transfer and Servicing Agreement.

       

      (c)           The
        Reassignment constitutes a legal, valid and binding obligation of the Transferor
        enforceable against the Transferor 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).

       

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

       

      (d)           On
        or before the fifth Business Day prior to the Removal Date, the Transferor
        gave
        the Owner Trustee, on behalf of the Trust, and the Servicer written notice
        that
        the Receivables from the Removed Accounts are to be reassigned to the Transferor
        or its designee, specifying the date for removal of the Removed
        Accounts.

       

      (e)           The
        removal of any Receivable of any Removed Accounts on the Removal Date shall
        not,
        in the reasonable belief of the Transferor, cause, with respect to the Asset
        Pool from which such Receivable had been designated for removal, an Adverse
        Effect or the Transferor Amount for such Asset Pool to be less than the Required
        Transferor Amount for such Asset Pool or the Pool Balance for such Asset
        Pool to
        be less than the Minimum Pool Balance for such Asset Pool for such Monthly
        Period in which such removal occurs.

       

      (f)           After
        giving effect to the removal of such Removed Accounts, the Transferor Interest
        shall not be less than the Minimum Transferor Interest and the amount of
        Principal Receivables in the Trust shall not be less than the Minimum Aggregate
        Principal Receivables.

       

      (g)           All
        requirements set forth in Section 2.13 of the Transfer and Servicing Agreement
        for designating Removed Accounts and conveying the Principal Receivables
        of such
        Accounts, whether now existing or hereafter created, have been
        satisfied.

       

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

       

      Initially
        capitalized terms used herein and not otherwise defined are used as defined
        in
        the Transfer and Servicing Agreement.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand as of the _____ day of
        ___________.

       

      
         

        
          	
                	
                  CHASE
                    BANK USA, NATIONAL 

                	 
	 	
                  ASSOCIATION
                    as Treasurer

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


           



      

       

      
        
          
          

        

        
          B-9

          
            

          

        

        
          
          

        

      

       

      Schedule
        2-B

      to
        Reassignment

      of
        Receivables

      Chase
        Bank USA, National Association

      Officer’s
        Certificate of the

      Servicer

       

      ____________________,
        a duly authorized officer of Chase Bank USA, National Association, a national
        banking association (the “Servicer”), hereby certifies and acknowledges on
        behalf of the Servicer that to the best of [her/his] knowledge the following
        statements are true on _____________ (the “Removal Date”), and acknowledges on
        behalf of the Servicer that this Officer’s Certificate will be relied upon by
        Wilmington Trust Company, as Owner Trustee (the “Owner Trustee”) of the Chase
        Issuance Trust (the “Issuing Entity”) in connection with the Owner Trustee
        entering into Reassignment No. ___ of Receivables in Removed Accounts, dated
        as
        of the related Removal Date (the “Reassignment”), by and between the Transferor
        and the Owner Trustee, on behalf of the Trust, in connection with the Third
        Amended and Restated Transfer and Servicing Agreement, dated as of December
        19,
        2007 (as heretofore supplemented and amended, the “Transfer and Servicing
        Agreement”), by and among Chase Bank USA, National Association, as Transferor,
        Servicer and Administrator, the Issuing Entity and Wells Fargo Bank, National
        Association, as Indenture Trustee and Collateral Agent.

       

      The
        undersigned hereby certifies and acknowledges on behalf of the Transferor
        that
        (x) a random selection procedure was used by the Servicer in selecting the
        Removed Accounts and only one such removal of randomly selected Accounts
        shall
        occur in the then current Monthly Period, (y) the Removed 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 Accounts subject to such arrangement, upon such
        cancellation or non-renewal and the third party has exercised such repurchase
        right or (z) the Removed Accounts were selected using another method that
        will
        not preclude transfers from being accounted for as sales under generally
        accepted accounting principles or prevent the Issuing Entity from continuing
        to
        qualify as a qualifying special purpose entity in accordance with SFAS 140
        (or
        any relevant replacement statement).

       

      Initially
        capitalized terms used herein and not otherwise defined are used as defined
        in
        the Transfer and Servicing Agreement.

       

       

      
        
          
          

        

        
          B-10

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand as of the ____ day of
        _________________.

       

      
         

        
          	
                	
                  CHASE
                    BANK USA, NATIONAL 

                	 
	 	
                  ASSOCIATION
                    as Servicer

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


           

           

           

          
            
              
              

            

            
              B-11

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      


       

      Exhibit
        C

      


      FORM
        OF ANNUAL SERVICER’S CERTIFICATE

      SERVICER
        COMPLIANCE STATEMENT

      Chase
        Bank USA, National Association

      Chase
        Issuance Trust

       

       

      The
        undersigned, a duly authorized officer of Chase Bank USA, National Association
        (the “Bank”), as Servicer pursuant to the Third Amended and Restated Transfer
        and Servicing Agreement, dated as of December 19, 2007 (as amended and
        supplemented from time to time, the “Agreement”), among the Bank, as transferor,
        administrator and servicer (in such capacity, the “Servicer”), Chase Issuance
        Trust (the “Trust”) and Wells Fargo Bank, National Association, as indenture
        trustee (the “Trustee”) and collateral agent, does hereby certify
        that:

       

      
        	
                 

              	
                1.

              	
                The
                  Bank is, as of the date hereof, the Servicer under the
                  Agreement.

              


      

       

      
        	
                 

              	
                2.

              	
                A
                  review of the Servicer’s activities during the calendar year ended
                  December 31, 20__ (the “Reporting Period”) and of its performance under
                  the Agreement has been made under my
                  supervision.

              


      

       

      
        	
                 

              	
                3.

              	
                To
                  the best of my knowledge, based on such review, the Servicer has
                  fulfilled
                  all of its obligations under the Agreement in all material respects
                  throughout the Reporting Period [or if there has been a failure
                  to fulfill
                  any such obligation in any material respect, specify each such
                  failure
                  known to such officer and the nature and status
                  thereof].

              


      

       

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      
 

      IN
        WITNESS WHEREOF, the undersigned has duly executed this Certificate this
        ____
        day of __________________.

       

      
         

        
          	
                	
                  CHASE
                    BANK USA, NATIONAL 

                	 
	 	
                  ASSOCIATION
                    as Servicer

                	 
	 	 	 	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 


           

           

          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      


       

      Exhibit
        D-1

      FORM
        OF OPINION OF COUNSEL

       

      WITH
        RESPECT TO AMENDMENTS

       

      Provisions
        to be included in

       

      Opinion
        of Counsel to be delivered pursuant

       

      to
        subsection 12.02(d)(i)

       

      The
        opinions set forth below may be subject to all the qualifications, assumptions,
        limitations and exceptions taken or made in the Opinions Of Counsel delivered
        on
        any applicable Closing Date.

       

      1.           The
        amendment to the Transfer and Servicing Agreement, attached hereto as Schedule
        1
        (the “Amendment”), has been duly authorized, executed and delivered by the
        Transferor and constitutes the legal, valid and binding agreement of the
        Transferor, enforceable in accordance with its terms, except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other laws from time to time in effect affecting
        creditors’ rights generally.  The enforceability of the Transferor’s
        obligations is also subject to general principles of equity (regardless of
        whether such enforceability is considered in a proceeding in equity or at
        law).

       

      2.           The
        Amendment has been entered into in accordance with the terms and provisions
        of
        Section 12.01 of the Transfer and Servicing Agreement.

       

    

     

    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        



    

    
      Exhibit
        D-2

       

      FORM
        OF OPINION OF COUNSEL

      WITH
        RESPECT TO COLLATERAL CERTIFICATES

       

      Provisions
        to be included in

      Opinion
        of Counsel to be

      delivered
        pursuant to

      subsection
        12.02(d)(ii) or (iii)

       

      The
        opinions set forth below may be subject to all the qualifications, assumptions,
        limitations and exceptions taken or made in the Opinions of Counsel delivered
        on
        any applicable Closing Date.

       

      1.           To
        the extent that the transfer of the Collateral Certificate to the Owner Trustee
        on behalf of the Owner Trust is characterized as a transfer for security,
        the
        provisions of the Transfer and Servicing Agreement are effective under the
        UCC
        of the State of Delaware to create a valid security interest in the Owner
        Trustee’s rights, on behalf of the Trust, in the Collateral Certificate and the
        proceeds thereof to secure a loan in an amount equal to the unpaid principal
        amount of the Notes and accrued and unpaid interest with respect
        thereto.

       

      2.           The
        Bank has authorized the filing of the financing statement (the “Bank Financing
        Statement”) identifying “Chase Bank USA, National Association,” as debtor, and
“Wilmington Trust Company, as Owner Trustee on behalf of the Chase Issuance
        Trust,” as secured party, for purposes of Section 9-509 of the Delaware
        UCC.

       

      3.           The
        Bank Financing Statement includes not only all types of information required
        by
        Section 9-502(a) of the UCC of the State of Delaware but also all of the
        types
        of information without which the office of the Secretary of State of the
        State
        of Delaware (the “Filing Office”) may refuse to accept the Bank Financing
        Statement pursuant to Section 9-516 of the UCC of the State of
        Delaware.

       

      4.           Under
        the UCC of the State of Delaware, the security interest of the Owner Trustee,
        for the benefit of the Trust, will be perfected in the Collateral Certificate
        and proceeds thereof upon the later of the attachment of the security interest
        and the filing of the Bank Financing Statement in the Filing
        Office.

       

      5.           To
        the extent that the transfer of the Collateral Certificate to the Collateral
        Agent is characterized as a transfer for security, the provisions of the
        Asset
        Pool One Supplement are effective under the Delaware UCC to create, in favor
        of
        the Collateral Agent for the benefit of the Asset Pool One Noteholders under
        the
        Asset Pool One Supplement, a valid security interest in the Collateral Agent’s
        rights in the Collateral Certificate and the proceeds thereof to secure a
        loan
        in an amount equal to the unpaid principal amount of the Notes and accrued
        and
        unpaid interest with respect thereto.

       

      6.           The
        Owner Trustee, on behalf of the Owner Trust, has authorized the filing of
        the
        financing statement (the “Owner Trust Financing Statement”) identifying “Chase
        Issuance 

       

       

      
        
          
          

        

        
          D-2-1

          
            

          

        

        
          
          

        

      

       

      Trust,”
        as debtor, and “Wells Fargo Bank, National Association, as Collateral Agent,” as
        secured party, for purposes of Section 9-509 of the UCC of the State of
        Delaware.

       

      7.           The
        Owner Trust Financing Statement includes not only all types of information
        required by Section 9-502(a) of the UCC of the State of Delaware but also
        all of
        the types of information without which the Filing Office may refuse to accept
        the Owner Trust Financing Statement pursuant to Section 9-516 of the UCC
        of the
        State of Delaware.

       

      8.           Under
        the UCC of the State of Delaware, the security interest of the Collateral
        Agent,
        as secured party, will be perfected in the Collateral Certificate and proceeds
        thereof upon the later of the attachment of the security interest and the
        filing
        of the Owner Trust Financing Statement in the Filing Office.

       

       

      
        
          
          

        

        
          D-2-2

          
            

          

        

        
          
          

        

      

    

     

     

    
      


       

      Exhibit
        D-3

       

       

      PROVISIONS
        TO BE INCLUDED IN

      ANNUAL
        OPINION OF COUNSEL

       

      The
        opinions set forth below may be subject to all the qualifications, assumptions,
        limitations and exceptions taken or made in the Opinions of Counsel delivered
        on
        any applicable Closing Date with respect to similar matters.  Unless
        otherwise indicated, all capitalized terms used herein shall have the meanings
        ascribed to them in the Transfer and Servicing Agreement.

       

      1.           No
        filing or other action, other than such filing or other action described
        in such
        opinion, is necessary from the date of such opinion through April 30 of the
        following year to continue the perfected status of the security interest
        of the
        Trust in the Receivables described in the financing statements referenced
        in
        such opinion.

       

      2.           No
        filing or other action, other than such filing or other action described
        in such
        opinion, is necessary from the date of such opinion through April 30 of the
        following year to continue the perfected status of the security interest
        of the
        Collateral Agent in the Receivables described in the financing statements
        referenced in such opinion.

       

      


      
        
          
          

        

        
          D-3-1

          
            

          

        

        
          
          

        

      

       

      Exhibit
        E

      FORM
        OF POWER OF ATTORNEY

       

      POWER
        OF ATTORNEY

       

      STATE
        OF NEW
        YORK                                 )

                              
        )  ss.:

      COUNTY
        OF NEW
        YORK                            )

      KNOW
        ALL MEN BY THESE PRESENTS, that Chase Issuance Trust, a Delaware statutory
        business trust (the “Trust”) does hereby make, constitute and appoint Chase Bank
        USA, National Association, as Administrator under the Transfer and Servicing
        Agreement (as defined below), and its agents and attorneys, as Attorneys
        in Fact
        to execute on behalf of the Trust all such documents, reports, filings,
        instruments, certificates and opinions as it shall be the duty of the Trust
        to
        prepare, file or deliver pursuant to the Related Agreements (as defined in
        the
        Transfer and Servicing Agreement) including, without limitation, to appear
        for
        and represent the Trust in connection with the preparation, filing and audit
        of
        federal, state and local tax returns pertaining to the Trust, and with full
        power to perform any and all acts associated with such returns and audits
        that
        the Trust could perform including, without limitation, the right to distribute
        and receive confidential information, defend and assert positions in response
        to
        deficiencies, consents to the extension of any statutory or regulatory time
        limit, and settlements.  For the purpose of this Power of Attorney,
        the term “Transfer and Servicing Agreement” means the Third Amended and Restated
        Transfer and Servicing Agreement, dated as of December 19, 2007, among the
        Trust, Chase Bank USA, National Association, as Transferor, Servicer and
        Administrator, and Wells Fargo Bank, National Association, as Indenture Trustee
        and Collateral Agent, as such may be amended from time to time.

       

      All
        powers of attorney for this purpose heretofore filed or executed by the Trust
        are hereby revoked.

       

      EXECUTED
        this ____ day of __________, 2007.

       

      CHASE
        ISSUANCE TRUST

       

      By:       WILMINGTON
        TRUST COMPANY,

      as
        Owner Trustee

      


      


      By:       _________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

     

    
      


       

      Exhibit
        F

      FORM
        OF ANNUAL CERTIFICATION

       

      Chase
        Issuance Trust (the “Trust”)

       

      I,
        [         ], certify
        that:

       

       

      
        	
                 

              	
                1.

              	
                I
                  have reviewed this annual report on Form 10-K (this “report”) and all
                  reports on Form 10-D required to be filed in respect of the period
                  covered
                  by this report on Form 10-K of the Trust (the “Exchange Act periodic
                  reports”);

              


      

       

       

      
        	
                 

              	
                2.

              	
                Based
                  on my knowledge, the Exchange Act periodic reports, taken as a
                  whole, do
                  not contain any untrue statement of a material fact or omit to
                  state a
                  material fact necessary to make the statements made, in light of
                  the
                  circumstances under which such statements were made, not misleading
                  with
                  respect to the period covered by this
                  report;

              


      

       

       

      
        	
                 

              	
                3.

              	
                Based
                  on my knowledge, all of the distribution, servicing and other information
                  required to be provided under Form 10-D for the period covered
                  by this
                  report is included in the Exchange Act periodic
                  reports;

              


      

       

       

      
        	
                 

              	
                4.

              	
                Based
                  on my knowledge and the servicer compliance statement required
                  in this
                  report under Item 1123 of Regulation AB, and except as disclosed
                  in the
                  Exchange Act periodic reports, the servicer has fulfilled its obligations
                  under the servicing agreement; and

              


      

       

       

      
        	
                 

              	
                5.

              	
                All
                  of the reports on assessment of compliance with servicing criteria
                  for
                  asset-backed securities and their related attestation reports on
                  assessment of compliance with servicing criteria for asset-backed
                  securities required to be included in this report in accordance
                  with Item
                  1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                  have been
                  included as an exhibit to this report, except as otherwise disclosed
                  in
                  this report.  Any material instances of noncompliance described
                  in such reports have been disclosed in this report on Form
                  10-K.

              


      

       

      [In
        giving the certification above, I have reasonably relied on information provided
        to me by the following unaffiliated
        parties:  [         ]]

       

      Date:  March
        [  ], 20__

      


      
        	 	 	 
	 	
                By:

              	
                [                                                     
                  ]

              
	 	 	
                Name: [                                           ]

              
	 	 	
                Title:    [                                           ]

              
	 	 	
                (senior
                  officer of Chase Bank USA,

              
	 	 	
                National
                  Association in charge of

              
	 	 	
                securitization)

              


      

    

     

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    
      


       

      Exhibit
        G

      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

              	
                INAPPLICABLE
                  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.

              	
                X

              	 
	
                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.

              	
                2

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the credit card loans are maintained.

              	 	
                X

              
	
                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.

              	
                X

              	 
	 	
                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.

              	
                X

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                X

              	 
	
                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.

              	 	
                X

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established for overcollateralization, are separately
                  maintained
                  (e.g., with respect to commingling of cash) as set forth in the
                  transaction agreements.

              	
                X

              	 
	
                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 Securities Exchange
                  Act.

              	
                X

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 	
                X

              


      

      


       
        
          

        

      

      2
        If any material servicing activities are outsourced to third parties, Item
        1122
        (d) (1) (ii) would be included in the Applicable Servicing Criteria for
        Servicer.

       

      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                SERVICING
                  CRITERIA

              	
                APPLICABLE
                  SERVICING CRITERIA

              	
                INAPPLICABLE
                  SERVICING CRITERIA

              	 
	
                Reference

              	
                Criteria

              	 	 	 
	
                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 are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  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.

              	
                X

              	 
	 	
                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 mortgage loans serviced by the
                  Servicer.

              	
                X

              	 
	
                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.

              	
                X1

              	 
	
                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.

              	
                X2

              	 
	
                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.

              	
                X3

              	 
	 	
                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.

              	 	
                X

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements

              	 	
                X

              
	
                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.

              	
                X

              	 


      

       

      
        
          

        

        
          	1	The
                  Asserting Party allocates amounts due to investors and remits
                  such amounts to the Paying Agent in accordance with the timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.
	2 	Amounts
                  remitted to the Paying Agent pursuant to the transaction
                  agreements are posted to the Asserting Party’s records within two business
                  days. 
	3 	The
                  Asserting Party agrees amounts remitted to investors per the
                  investor reports to amounts remitted to the Paying Agent per the
                  bank
                  statements.


        

        
        

      

       

      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                SERVICING
                  CRITERIA

              	
                APPLICABLE
                  SERVICING CRITERIA

              	
                INAPPLICABLE
                  SERVICING CRITERIA

              
	
                Reference

              	
                Criteria

              	 	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on credit card accounts, including any payoffs, made in accordance
                  with
                  the related credit card account 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.

              	
                X

              	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the accounts agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	
                X

              	 
	
                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.

              	
                X

              	 
	
                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.

              	
                X

              	 
	
                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).

              	
                X

              	 
	
                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.

              	
                X

              	 
	
                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 mortgage loan
                  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 mortgage loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  or such other number of days specified in the transaction
                  agreements.

              	 	
                X

              
	
                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.

              	 	
                X

              
	
                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.

              	 	
                X

              
	
                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.

              	 	
                X

              
	
                1122(d)(4)(xiv)

              	
                 Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	
                X

              	 


      

       

       

      
        
          
          

        

        
          G-3

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                SERVICING
                  CRITERIA

              	
                APPLICABLE
                  SERVICING CRITERIA

              	
                INAPPLICABLE
                  SERVICING CRITERIA

              
	
                Reference

              	
                Criteria

              	 	 
	
                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.

              	
                3

              	 


      

      


      


      
        	 	
                [NAME
                  OF [SERVICER]

              	 
	 	
                [SUBSERVICER]]

              	 
	 	 	 	 
	 	 	 	 
	 	
                Date:

              	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

      


       

      


      
 

       

        
          


      

      
        
          	3	If
                  there are any external enhancement or other support identified
                  in Item 1114 (a) (1) through (3) or Item 1115 of Regulation AB,
                  Item 1122
                  (d) (4) (xv) would be included in the Applicable Servicing Criteria
                  for
                  the Servicer.


        

      

      
         

         

        
          
            
            

          

          
            G-4

            
              

            

          

          
            
            

          

        

      

    

     

     
      
      


       

      Exhibit
        H

      


      [FORM
        OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS]

       

      


       

      The
        opinion set forth below, which is to be delivered pursuant to subsection
        2.12(c)(xii) of the Third Amended and Restated Transfer and Servicing Agreement,
        may be subject to certain qualifications, assumptions, limitations and
        exceptions taken or made in the opinion of counsel delivered on the Addition
        Date with respect to similar matters.

       

      The
        provisions of the applicable Account Assignment and the Transfer and Servicing
        Agreement are effective to create, in favor of the Indenture Trustee, a valid
        security interest (as such terms are defined in the UCC as in effect in the
        State of Delaware) in all of the Transferor’s right, title and interest in and
        to that portion of the Receivables which constitutes accounts under the Delaware
        UCC and proceeds thereof which security interest if characterized as a transfer
        for security will secure all Secured Obligations and which security interest
        if
        characterized as a sale of accounts will constitute a valid sale of all of
        the
        Transferor’s right, title and interest in and to the Receivables and the
        proceeds thereof.

       

      [The
        Transferor Financing Statement having been filed in the appropriate filing
        office][Assumes one filing as of the date of the Amended and Restated Transfer
        and Servicing Agreement.  See Section 2.01 and Exhibit A-2
        (Assignment)] and Assignment No. [_] having been executed and delivered by
        the
        parties thereto, under the UCC as in effect in the State of Delaware, the
        security interest referred to in the preceding paragraph hereof in favor
        of the
        Indenture Trustee in the Receivables and proceeds thereof has been perfected,
        and no other security interest of any other creditor of the Transferor will
        be
        equal or prior to the security interest of the Indenture Trustee in such
        Receivables and the proceeds thereof.

      


      


      H-1