ex10-3.htm


    Exhibit
      10.3

     

     

    EXECUTION
      COPY

    
 

     

     

     

     

     

    CHASE
      BANK USA, NATIONAL ASSOCIATION

     

    as
      Transferor and Servicer

     

    and

     

    THE
      BANK OF NEW YORK (DELAWARE)

     

    as
      Trustee

     

    on
      behalf of the Certificateholders

     

    of
      the First USA Credit Card Master Trust

    ____________________________________

     

    THIRD
      AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

     

    Dated
      as of December 19, 2007

    ____________________________________

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    Page

    


    
      	
              ARTICLE
                I DEFINITIONS

            	
              2

            
	 	
              Section
                1.01

            	
              Definitions

            	
              2

            
	 	
              Section
                1.02

            	
              Other
                Definitional Provisions

            	
              20

            
	 	 	 	 
	
              ARTICLE
                II CONVEYANCE OF RECEIVABLES; ISSUANCE OF CERTIFICATES

            	
              22

            
	 	
              Section
                2.01

            	
              Conveyance
                of Receivables

            	
              22

            
	 	
              Section
                2.02

            	
              Acceptance
                by Trustee

            	
              23

            
	 	
              Section
                2.03

            	
              Representations
                and Warranties of the Transferor

            	
              24

            
	 	
              Section
                2.04

            	
              Representations
                and Warranties of the Transferor Relating to this Agreement and the
                Receivables

            	
              26

            
	 	
              Section
                2.05

            	
              Covenants
                of the Transferor

            	
              30

            
	 	
              Section
                2.06

            	
              Addition
                of Accounts

            	
              33

            
	 	
              Section
                2.07

            	
              Removal
                of Accounts

            	
              35

            
	 	
              Section
                2.08

            	
              Discount
                Receivables

            	
              36

            
	 	 	 	 
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF RECEIVABLES

            	
              38

            
	 	
              Section
                3.01

            	
              Acceptance
                of Appointment and Other Matters Relating to the Servicer

            	
              38

            
	 	
              Section
                3.02

            	
              Servicing
                Compensation

            	
              40

            
	 	
              Section
                3.03

            	
              Representations
                and Warranties of the Servicer

            	
              40

            
	 	
              Section
                3.04

            	
              Reports
                and Records for the Trustee

            	
              42

            
	 	
              Section
                3.05

            	
              Annual
                Servicer’s Certificate

            	
              43

            
	 	
              Section
                3.06

            	
              Annual
                Independent Accountants’ Servicing Report

            	
              43

            
	 	
              Section
                3.07

            	
              Tax
                Treatment

            	
              44

            
	 	
              Section
                3.08

            	
              Notices
                to the Transferor

            	
              44

            
	 	 	 	 
	
              ARTICLE
                IV RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF
                COLLECTIONS

            	
              45

            
	 	
              Section
                4.01

            	
              Rights
                of Certificateholders

            	
              45

            
	 	
              Section
                4.02

            	
              Establishment
                of Accounts

            	
              45

            
	 	
              Section
                4.03

            	
              Collections
                and Allocations

            	
              47

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

            	
              51

            
	 	 
	
              ARTICLE
                VI THE CERTIFICATES

            	
              52

            
	 	
              Section
                6.01

            	
              The
                Certificates

            	
              52

            
	 	
              Section
                6.02

            	
              Authentication
                of Certificates

            	
              52

            
	 	
              Section
                6.03

            	
              Registration
                of Transfer and Exchange of Certificates

            	
              53

            
	 	
              Section
                6.04

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	
              55

            
	 	
              Section
                6.05

            	
              Persons
                Deemed Owners

            	
              56

            
	 	
              Section
                6.06

            	
              Appointment
                of Paying Agent

            	
              56

            
	 	
              Section
                6.07

            	
              Access
                to List of Certificateholders’ Names and Addresses

            	
              57

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                6.08

            	
              Authenticating
                Agent

            	
              58

            
	 	
              Section
                6.09

            	
              Tender
                of Exchangeable Transferor Certificate

            	
              59

            
	 	
              Section
                6.10

            	
              Book-Entry
                Certificates

            	
              61

            
	 	
              Section
                6.11

            	
              Notices
                to Clearing Agency

            	
              61

            
	 	
              Section
                6.12

            	
              Definitive
                Certificates

            	
              62

            
	 	
              Section
                6.13

            	
              Global
                Certificate

            	
              62

            
	 	
              Section
                6.14

            	
              Meetings
                of Certificateholders

            	
              62

            
	 	 	 	 
	
              ARTICLE
                VII OTHER MATTERS RELATING TO THE TRANSFEROR

            	
              64

            
	 	
              Section
                7.01

            	
              Liability
                of the Transferor

            	
              64

            
	 	
              Section
                7.02

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

            	
              64

            
	 	
              Section
                7.03

            	
              Limitation
                on Liability

            	
              65

            
	 	
              Section
                7.04

            	
              Liabilities

            	
              65

            
	 	 	 	 
	
              ARTICLE
                VIII OTHER MATTERS RELATING TO THE SERVICER

            	
              66

            
	 	
              Section
                8.01

            	
              Liability
                of the Servicer

            	
              66

            
	 	
              Section
                8.02

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

            	
              66

            
	 	
              Section
                8.03

            	
              Limitation
                on Liability of the Servicer and Others

            	
              66

            
	 	
              Section
                8.04

            	
              Servicer
                Indemnification of the Trust and the Trustee

            	
              67

            
	 	
              Section
                8.05

            	
              The
                Servicer Not to Resign

            	
              68

            
	 	
              Section
                8.06

            	
              Access
                to Certain Documentation and Information Regarding the
                Receivables

            	
              68

            
	 	
              Section
                8.07

            	
              Delegation
                of Duties

            	
              68

            
	 	
              Section
                8.08

            	
              Examination
                of Records

            	
              68

            
	 	 	 	 
	
              ARTICLE
                IX PAY OUT EVENTS

            	
              70

            
	 	
              Section
                9.01

            	
              Pay
                Out Events

            	
              70

            
	 	
              Section
                9.02

            	
              Additional
                Rights Upon the Occurrence of Certain Events

            	
              70

            
	 	 	 	 
	
              ARTICLE
                X SERVICER DEFAULTS

            	
              73

            
	 	
              Section
                10.01

            	
              Servicer
                Defaults

            	
              73

            
	 	
              Section
                10.02

            	
              Trustee
                to Act; Appointment of Successor

            	
              75

            
	 	
              Section
                10.03

            	
              Notification
                to Certificateholders

            	
              76

            
	 	
              Section
                10.04

            	
              Waiver
                of Past Defaults

            	
              76

            
	 	 	 	 
	
              ARTICLE
                XI THE TRUSTEE

            	
              77

            
	 	
              Section
                11.01

            	
              Duties
                of Trustee

            	
              77

            
	 	
              Section
                11.02

            	
              Certain
                Matters Affecting the Trustee

            	
              78

            
	 	
              Section
                11.03

            	
              Trustee
                Not Liable for Recitals in Certificates

            	
              80

            
	 	
              Section
                11.04

            	
              Trustee
                May Own Certificates

            	
              80

            
	 	
              Section
                11.05

            	
              The
                Servicer to Pay Trustee’s Fees and Expenses

            	
              80

            
	 	
              Section
                11.06

            	
              Eligibility
                Requirements for Trustee

            	
              80

            
	 	
              Section
                11.07

            	
              Resignation
                or Removal of Trustee

            	
              81

            
	 	
              Section
                11.08

            	
              Successor
                Trustee

            	
              81

            
	 	
              Section
                11.09

            	
              Merger
                or Consolidation of Trustee

            	
              82

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                11.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              82

            
	 	
              Section
                11.11

            	
              Tax
                Returns

            	
              83

            
	 	
              Section
                11.12

            	
              Trustee
                May Enforce Claims Without Possession of Certificates

            	
              84

            
	 	
              Section
                11.13

            	
              Suits
                for Enforcement

            	
              84

            
	 	
              Section
                11.14

            	
              Rights
                of Certificateholders to Direct Trustee

            	
              84

            
	 	
              Section
                11.15

            	
              Representations
                and Warranties of Trustee

            	
              84

            
	 	
              Section
                11.16

            	
              Maintenance
                of Office or Agency

            	
              85

            
	 	 	 	 
	
              ARTICLE
                XII TERMINATION

            	
              86

            
	 	
              Section
                12.01

            	
              Termination
                of Trust

            	
              86

            
	 	
              Section
                12.02

            	
              Optional
                Purchase

            	
              87

            
	 	
              Section
                12.03

            	
              Final
                Payment with Respect to any Series

            	
              88

            
	 	
              Section
                12.04

            	
              Termination
                Rights of Holder of Exchangeable Transferor Certificate

            	
              89

            
	 	 	 	 
	
              ARTICLE
                XIII MISCELLANEOUS PROVISIONS

            	
              90

            
	 	
              Section
                13.01

            	
              Amendment

            	
              90

            
	 	
              Section
                13.02

            	
              Protection
                of Right, Title and Interest to Trust

            	
              91

            
	 	
              Section
                13.03

            	
              Limitation
                on Rights of Certificateholders

            	
              92

            
	 	
              Section
                13.04

            	
              Governing
                Law

            	
              93

            
	 	
              Section
                13.05

            	
              Notices

            	
              93

            
	 	
              Section
                13.06

            	
              Severability
                of Provisions

            	
              93

            
	 	
              Section
                13.07

            	
              Assignment

            	
              93

            
	 	
              Section
                13.08

            	
              Certificates
                Non-Assessable and Fully Paid

            	
              94

            
	 	
              Section
                13.09

            	
              Further
                Assurances

            	
              94

            
	 	
              Section
                13.10

            	
              No
                Waiver; Cumulative Remedies

            	
              94

            
	 	
              Section
                13.11

            	
              Counterparts

            	
              94

            
	 	
              Section
                13.12

            	
              Third-Party
                Beneficiaries

            	
              94

            
	 	
              Section
                13.13

            	
              Actions
                by Certificateholders

            	
              94

            
	 	
              Section
                13.14

            	
              Rule
                144A Information

            	
              94

            
	 	
              Section
                13.15

            	
              Merger
                and Integration

            	
              95

            
	 	
              Section
                13.16

            	
              Heading

            	
              95

            
	 	
              Section
                13.17

            	
              Characterization
                of the Trust

            	
              95

            
	 	
              Section
                13.18

            	
              Nonpetition
                Covenants

            	
              95

            
	 	
              Section
                13.19

            	
              Fiscal
                Year.

            	
              95

            
	 	
              Section
                13.20

            	
              Waiver
                of Jury Trial

            	
              95

            
	 	 	 	 
	
              ARTICLE
                XIV COMPLIANCE WITH REGULATION AB

            	
              96

            
	 	
              Section
                14.01

            	
              Intent
                of the Parties; Reasonableness

            	
              96

            
	 	
              Section
                14.02

            	
              Additional
                Representations and Warranties of the Trustee

            	
              96

            
	 	
              Section
                14.03

            	
              Information
                to Be Provided by the Trustee

            	
              96

            
	 	
              Section
                14.04

            	
              Trustee’s
                Report on Assessment of Compliance and Attestation.

            	
              97

            
	 	
              Section
                14.05

            	
              Additional
                Representations and Warranties of the Servicer

            	
              98

            
	 	
              Section
                14.06

            	
              Information
                to Be Provided by the Servicer

            	
              98

            
	 	
              Section
                14.07

            	
              Servicer’s
                Report on Assessment of Compliance and Attestation.

            	
              100

            
	 	
              Section
                14.08

            	
              Use
                of Subservicers and Servicing Participants.

            	
              101

            


    

     

    
      
        
        

      

      
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              EXHIBITS

            
	 	 
	
              Exhibit
                A

            	
              Form
                of Exchangeable Transferor Certificate

            
	
              Exhibit
                B

            	
              Form
                of Assignment of Receivables in Additional Accounts

            
	
              Exhibit
                C

            	
              Form
                of Monthly Servicer’s Certificate

            
	
              Exhibit
                D

            	
              Form
                of Annual Servicer’s Certificate

            
	
              Exhibit
                E

            	
              Form
                of Opinion of Counsel Regarding Additional Accounts

            
	
              Exhibit
                F

            	
              Form
                of Annual Opinion of Counsel

            
	
              Exhibit
                G

            	
              Form
                of Reassignment of Receivables

            
	
              Exhibit
                H

            	
              Form
                of Reconveyance of Receivables

            
	
              Exhibit
                I

            	
              Form
                of Trustee Annual Certification

            
	
              Exhibit
                J

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance
                (Trustee)

            
	
              Exhibit
                K

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance
                (Servicer)

            
	
              Exhibit
                L

            	
              Form
                of Trustee’s Regulation AB Certificate

            
	 
	
              SCHEDULES

            
	 
	
              Schedule
                1

            	
              List
                of Accounts [Deemed Incorporated]

            
	 	 


    

    


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    THIRD
      AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of December
      19,
      2007 (this “Agreement”), by and between CHASE BANK USA, NATIONAL ASSOCIATION
      (successor to First USA Bank, National Association), a national banking
      association, as Transferor and Servicer, and THE BANK OF NEW YORK (DELAWARE),
      a
      banking corporation organized under the laws of the State of Delaware, as
      Trustee.

     

    WHEREAS,
      the predecessors to the Transferor, the Servicer and the Trustee have heretofore
      executed and delivered a Pooling and Servicing Agreement, dated as of September
      1, 1992 (as amended, supplemented or otherwise modified, including by the Merger
      and Assumption Agreement, dated as of September 17, 1999 by and between First
      USA Bank, National Association, FCC National Bank, as the successor Transferor
      and the Servicer, and the Trustee, the “Original Pooling and Servicing
      Agreement”), by and between First USA Bank, National Association, as the
      Transferor and Servicer, and the Trustee for the issuance by the First USA
      Credit Card Master Trust (the “Trust”) of the Investor Certificates and the
      Exchangeable Transferor Certificate;

     

    WHEREAS,
      the parties to the Original Pooling and Servicing Agreement (or the respective
      successor entities thereto) have heretofore executed and delivered an Amended
      and Restated Pooling and Servicing Agreement, dated as of March 28, 2002, as
      amended by Amendment No. 1 thereto, dated as of February 1, 2006 (as amended,
      supplemented or modified, the “Amended and Restated Pooling and Servicing
      Agreement”), which amended and restated the Original Pooling and Servicing
      Agreement in its entirety;

     

    WHEREAS,
      the parties to the Amended and Restated Pooling and Servicing Agreement (or
      the
      respective successor entities thereto) have heretofore executed and delivered
      a
      Second Amended and Restated Pooling and Servicing Agreement, dated as of March
      14, 2006, as amended by Amendment No. 1 thereto, dated as of August 1, 2007
      (as
      amended, supplemented or modified, the “Second Amended and Restated Pooling and
      Servicing Agreement”), which amended and restated the Amended and Restated
      Pooling and Servicing Agreement in its entirety;

     

    WHEREAS,
      subsection 13.01(a) of the Second Amended and Restated Pooling and Servicing
      Agreement provides that the Servicer, the Transferor and the Trustee, without
      the consent of any of the Certificateholders, may amend the Second Amended
      and
      Restated Pooling and Servicing Agreement from time to time so long as (i) each
      Rating Agency shall have provided a written notification that such action will
      not result in a reduction or withdrawal of the rating of any outstanding Series
      or Class which it is then rating and (ii) the Trustee shall have received an
      Opinion of Counsel to the effect that such amendment will not adversely affect
      in any material respect the interests of the Investor
      Certificateholders;

     

    WHEREAS,
      (i) the Trustee, Transferor and Servicer have received from each Rating Agency
      a
      letter confirming the current rating of each outstanding Series and Class and
      (ii) the Trustee has received an Opinion of Counsel to the effect that such
      amendments will not adversely affect in any material respect the interests
      of
      the Investor Certificateholders; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    NOW,
      THEREFORE, pursuant to subsection 13.01(a) of the Second Amended and Restated
      Pooling and Servicing Agreement, the Servicer, the Transferor and the Trustee
      hereby agree that effective on and as of the date hereof, the Second Amended
      and
      Restated Pooling and Servicing Agreement is hereby amended and restated in
      its
      entirety as follows:

     

    In
      consideration of the mutual agreements herein contained, each party agrees
      as
      follows for the benefit of the other parties and the
      Certificateholders:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01    Definitions.  Whenever
      used in this Agreement, the following words and phrases shall have the following
      meanings:

     

    “Account”
      shall mean each VISA® and MasterCard®  credit card account established
      pursuant to a Credit Card Agreement between the Transferor and any Person
      identified by account number and by the Receivable balance as of the Cut-Off
      Date or as of an 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 by the
      Transferor and the Trustee) delivered to the Trustee by the Transferor pursuant
      to Section 2.01 or 2.06.  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
      Information” shall have the meaning specified in subsection
      2.02(b).

     

    “Addition
      Cut-Off Date” shall mean, with respect to any Additional Account, the date
      as of which the applicable Additional Accounts shall have been selected by
      the
      Transferor for inclusion as Accounts pursuant to Section 2.06.

     

    “Addition
      Date” shall mean each date as of which Additional Accounts will be included
      as Accounts pursuant to Section 2.06.

     

    “Additional
      Account” shall mean each VISA® and
      MasterCard® credit card
      account
      established pursuant to a Credit Card Agreement between Chase USA and any Person
      identified by account number and by the Receivable balance as of the relevant
      Addition Cut-Off Date in the 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
      Trustee) delivered to or caused to be delivered to the Trustee by the Transferor
      pursuant to Section 2.06, to be included as an Account pursuant to Section
      2.06.

     

    “Adjustment
      Payment” shall have the meaning specified in subsection
      4.03(c).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
      shall mean, with respect to any specified Person, any other Person directly
      or
      indirectly controlling or controlled by or under direct or indirect common
      control with such specified Person.  For the purposes of this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     

    “Aggregate
      Addition Limit” shall mean the aggregate number of accounts that may be
      added as Additional Accounts without prior satisfaction of the Rating Agency
      Condition, equal to the aggregate number of Accounts (exclusive of the aggregate
      amount of Accounts that are Approved Accounts), which would either (x) with
      respect to any consecutive three-month period, equal 15% of the aggregate number
      of Accounts (inclusive of the aggregate number of Accounts that are Approved
      Accounts added during such period) 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 (inclusive of the aggregate number of Accounts
      that
      are Approved Accounts added during such period) as of the first day of such
      twelve-month period.

     

    “Aggregate
      Invested Amount” shall mean, as of any date of determination, the sum of the
      Invested Amounts of all Series of Certificates issued and outstanding on such
      date of determination.

     

    “Aggregate
      Investor Percentage” with respect to Principal Receivables, Finance Charge
      Receivables and Receivables in Defaulted Accounts, as the case may be, shall
      mean, as of any date of determination, the sum of such Investor Percentages
      of
      all Series of Certificates issued and outstanding on such date of determination;
      provided, however, that the Aggregate Investor Percentage shall
      not exceed 100%.

     

    “Agreement”
      shall mean this Third Amended and Restated Pooling and Servicing Agreement
      and
      all amendments hereof and supplements hereto, including any
      Supplement.

     

    “Allocated
      Collections” shall have the meaning specified in subsection
      4.03(f).

     

    “Amended
      and Restated Pooling and Servicing Agreement” shall have the meaning
      specified in the second recital to this Agreement.

     

    “Amendment
      Closing Date” shall mean December 19, 2007.

     

    “Amortization
      Period” shall mean, with respect to any Series, the period following the
      related Revolving Period, which shall be the controlled amortization period,
      rapid amortization period, controlled accumulation period, rapid accumulation
      period or other amortization or accumulation period, in each case as defined
      with respect to such Series in the related Supplement.

     

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

     

    “Applicants”
      shall have the meaning specified in Section 6.07.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Appointment
      Day” shall have the meaning specified in subsection 9.02(a).

     

    “Approved
      Accounts” shall mean each Additional Account added to the Trust with respect
      to which the Rating Agency Condition has been satisfied.

     

    “Assignment”
      shall have the meaning specified in subsection 2.06(c)(ii).

     

    “Authorized
      Newspaper” shall mean a newspaper of general circulation in the Borough of
      Manhattan, The City of New York printed in the English language and customarily
      published on each Business Day, whether or not published on Saturdays, Sundays
      and holidays.

     

    “Average
      Principal Receivables” shall mean, for any period, an amount equal to (a)
      the sum of the aggregate amount of Principal Receivables at the end of each
      day
      during such period divided by (b) the number of days in such
      period.

     

    “Bank
      Portfolio” shall mean the VISA® and
      MasterCard® credit card
      accounts
      originated or owned by Chase USA.

     

    “Bearer
      Certificates” shall have the meaning specified in Section 6.01.

     

    “Bearer
      Rules” shall mean the provisions of the Internal Revenue Code, in effect
      from time to time, governing the treatment of bearer obligations, including
      sections 163(f), 871, 881, 1441, 1442 and 4701, and any regulations thereunder
      including, to the extent applicable to any Series, proposed or temporary
      regulations.

     

    “BIF”
      shall mean the Bank Insurance Fund administered by the FDIC.

     

    “Book-Entry
      Certificates” shall mean certificates evidencing a beneficial interest in
      the Investor Certificates, ownership and transfers of which shall be made
      through book entries by a Clearing Agency as described in Section 6.10;
provided, that after the occurrence of a condition whereupon
      book-entry registration and transfer are no longer authorized and Definitive
      Certificates are to be issued to the Certificate Owners, such certificates
      shall
      no longer be “Book-Entry Certificates.”

     

    “Business
      Day” shall mean any day other than a Saturday, a Sunday or a day on which
      banking institutions in (a) New York, New York, (b) Newark, Delaware, (c) with
      respect to any Series with respect to which payments to any Certificateholders
      are to be made outside of the United States of America, the city or cities
      in
      which the Paying Agents for such Series located outside of the United States
      of
      America have their principal place of business, and (d) with respect to any
      Series, any additional city specified in the related Supplement, are authorized
      or obligated by law or executive order to be closed.

     

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

     

    “Certificate”
      shall mean any one of the Investor Certificates of any Series or the
      Exchangeable Transferor Certificate.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Certificateholder”
      or “Holder” shall mean the Person in whose name a Certificate is
      registered in the Certificate Register; if applicable, the holder of any Bearer
      Certificate or Coupon, as the case may be; and, if used with respect to the
      Exchangeable Transferor Certificate, the Person in whose name the Exchangeable
      Transferor Certificate is registered in the Certificate Register or the Person
      in whose name ownership of the uncertificated interest in the Transferor
      Interest is recorded in the books and records of the Trustee.

     

    “Certificate
      Interest” shall mean interest payable in respect of the Investor
      Certificates of any Series pursuant to Article IV of the Supplement for such
      Series.

     

    “Certificate
      Owner” shall mean, with respect to a Book-Entry Certificate, the Person who
      is the beneficial owner of such Book-Entry Certificate, as may be reflected
      on
      the books of the Clearing Agency, or on the books of a Person maintaining an
      account with such Clearing Agency (directly or as an indirect participant,
      in
      accordance with the rules of such Clearing Agency).

     

    “Certificate
      Principal” shall mean principal payable in respect of the Investor
      Certificates of any Series pursuant to Article IV of this
      Agreement.

     

    “Certificate
      Rate” shall mean, with respect to any Series of Certificates (or, for any
      Series with more than one class, for each class of such Series), the percentage
      (or formula on the basis of which such rate shall be determined) stated in
      the
      related Supplement; provided, that unless
      otherwise provided in a Supplement, such rate shall be calculated on the basis
      of a 360-day year consisting of twelve 30-day months.

     

    “Certificate
      Register” shall mean the register maintained pursuant to Section 6.03,
      providing for the registration of the Certificates and transfers and exchanges
      thereof.

     

    “Chase
      USA” shall mean Chase Bank USA, National Association.

     

    “Class”
      shall mean, with respect to any Series, any one of the classes of Certificates
      of that Series as specified in the related Supplement.

     

    “Clearing
      Agency” shall mean an organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as
      amended.

     

    “Clearing
      Agency Participant” shall mean a broker, dealer, bank, other financial
      institution or other Person for whom from time to time a Clearing Agency or
      Foreign Clearing Agency effects book-entry transfers and pledges of securities
      deposited with the Clearing Agency or Foreign Clearing Agency.

     

    “Clearstream”
      shall mean Clearstream Banking, société anonyme.

     

    “Closing
      Date” shall mean, with respect to any Series, the date of issuance of such
      Series of Certificates, as specified in the related Supplement.

     

    “Collection
      Account” shall have the meaning specified in subsection
      4.02(a).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Collections”
      shall mean all payments (including Recoveries of Principal Receivables or
      Finance Charge Receivables and Insurance Proceeds) received by the Servicer
      in
      respect of the Receivables, in the form of cash, checks, wire transfers, ATM
      transfers or other form of payment in accordance with the Credit Card Agreement
      in effect from time to time on any Receivables.  A Collection
      processed on an Account in excess of the aggregate amount of Receivables in
      such
      Account as of the Date of Processing of such Collection shall be deemed to
      be a
      payment in respect of Principal Receivables to the extent of such
      excess.  Collections with respect to any Monthly Period shall include
      the amount of Interchange (if any) allocable to any Series of Certificates
      pursuant to any Supplement with respect to such Monthly Period (to the extent
      received by the Trust and deposited into the Finance Charge Account or any
      Series Account as the case may be, on the Transfer Date following such Monthly
      Period), to be applied as if such Collections were Finance Charge Receivables
      for all purposes.  Collections with respect to any Monthly Period
      shall also include the amount deposited by the Transferor into the Finance
      Charge Account (or Series Account if provided in any Supplement) pursuant to
      Section 2.08.  Collections of Recoveries will be treated as
      Collections of Principal Receivables; provided, however, that to
      the extent the aggregate amount of Recoveries received with respect to any
      Monthly Period exceeds the aggregate amount of Principal Receivables (other
      than
      Ineligible Receivables) in Defaulted Accounts on the day such Account became
      a
      Defaulted Account for each day in such Monthly Period, the amount of such excess
      shall be treated as Collections of Finance Charge Receivables.

     

    “Commission”
      means the Securities and Exchange Commission, as from time to time constituted
      and created under the Exchange Act, or, if at any time after the execution
      of
      this Agreement such Commission is not existing, then the body performing the
      duties of, and that is replacing the Commission at such date.

     

    “Corporate
      Trust Office” shall mean the principal office of the Trustee at which at any
      particular time its corporate trust business shall be administered, which office
      at the date of the execution of this Agreement is located at White Clay Center,
      Route 273, Newark, Delaware 19711, Attention: Corporate Trust
      Department.

     

    “Coupon”
      shall have the meaning specified in Section 6.01.

     

    “Credit
      Adjustment” shall have the meaning specified in subsection
      4.03(c).

     

    “Credit
      Card Agreement” shall mean the Agreement and Federal Truth in Lending
      Statement for VISA® and MasterCard®
      credit card accounts
      between any Obligor and Chase USA as such agreements may be amended, modified
      or
      otherwise changed from time to time.

     

    “Credit
      Card Guidelines” shall mean Chase USA’s policies and procedures relating to
      the operation of its credit card business, including, without limitation, the
      policies and procedures for determining the creditworthiness of Chase USA’s
      credit card customers, the extension of credit to credit card customers, and
      relating to the maintenance of credit card accounts and collection of credit
      card receivables, as such policies and procedures may be amended from time
      to
      time.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Cut-Off
      Date” shall mean August 21, 1992.

     

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

     

    “Default
      Amount” shall mean for any Monthly Period, an amount (which shall not be
      less than zero) equal to (a) the aggregate amount of Principal Receivables
      (other than Ineligible Receivables) in Defaulted Accounts on the day such
      Account became a Defaulted Account for each day in such Monthly Period
minus (b) the aggregate amount of Recoveries received in such Monthly
      Period.

     

    “Defaulted
      Account” shall mean each Account with respect to which, in accordance with
      the Credit Card Guidelines or the Servicer’s customary and usual servicing
      procedures for servicing credit card receivables comparable to the Receivables,
      the Servicer has charged off the Receivables in such Account as uncollectible;
      an Account shall become a Defaulted Account on the day on which such Receivables
      are recorded as charged off as uncollectible on the Servicer’s computer master
      file of VISA®
      and MasterCard®
      accounts.  Notwithstanding any other provision hereof, any Receivables
      in a Defaulted Account that are Ineligible Receivables shall be treated as
      Ineligible Receivables rather than Receivables in Defaulted
      Accounts.

     

    “Definitive
      Certificate” shall have the meaning specified in Section 6.10.

     

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

     

    “Depository”
      shall have the meaning specified in Section 6.10.

     

    “Depository
      Agreement” shall mean, with respect to each Series, the agreement among the
      Transferor, the Trustee and the Clearing Agency, or as otherwise provided in
      the
      related Supplement.

     

    “Determination
      Date” shall mean, unless otherwise specified in any Supplement for the
      related Series, the first Business Day on or before the eighth calendar day
      prior to each Distribution Date.

     

    “Discount
      Receivables” shall mean on any Date of Processing, the sum of (a) the
      aggregate Discount Receivables at the end of the prior Date of Processing
plus (b) any new Discount Receivables created on such Date of
      Processing minus (c) any Discount Receivable Collections received on
      such Date of Processing.  Discount Receivables created on any Date of
      Processing shall mean the product of the amount of any Principal Receivables
      created on such Date of Processing (without giving effect to the proviso in
      the
      definition of Principal Receivables) and the Yield Factor.

     

    “Discount
      Receivable Collections” shall mean on any Date of Processing, the product of
      (a) a fraction the numerator of which is the amount of Discount Receivables
      and
      the denominator of which is the sum of the Principal Receivables and the
      Discount Receivables in

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    each
      case (for both numerator and denominator) at the end of the prior Monthly Period
      and (b) collections of Principal Receivables on such Date of
      Processing.

     

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

     

    “Distribution
      Date” shall mean, unless otherwise specified in any Supplement for the
      related Series, the fifteenth day of each month or, if such fifteenth day is
      not
      a Business Day, the next succeeding Business Day.

     

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

     

    “Eligible
      Account” shall mean, as of the Cut-Off Date (or, with respect to Additional
      Accounts as of the relevant Addition Cut-Off Date), each Account owned by Chase
      USA:

     

    (a)           which
      was in existence and maintained with Chase USA  prior to its selection
      for inclusion in the Trust;

     

    (b)           which
      is payable in Dollars;

     

    (c)           the
      Obligor on which has provided, as its most recent billing address, an address
      which is located in the United States of America or its territories or
      possessions or a Military Address;

     

    (d)           which
      Chase USA has not classified on its electronic records as an Account with
      respect to which the related card has been lost or stolen;

     

    (e)           which
      has not been identified by Chase USA in its computer files as being involved
      in
      a voluntary or involuntary bankruptcy proceeding;

     

    (f)           which,
      in the case of Accounts identified on the Cut-Off Date, has not been sold or
      pledged to any other party and which does not have receivables which have been
      sold or pledged to any other party or, in the case of Accounts identified on
      any
      Addition Cut-Off Date, at the time of transfer to the Trust is not sold or
      pledged to any other party and does not have receivables which are sold or
      pledged to any other party, except in accordance with the terms of the Amended
      and Restated Pooling and Servicing Agreement as amended from time to time prior
      to the Amendment Closing Date;

     

    (g)           which
      is a VISA® or
      MasterCard®
      revolving credit card account; and

     

    (h)           which
      Chase USA has not charged off in its customary and usual manner for charging
      off
      such Accounts as of the Cut-Off Date (or, with respect to Additional Accounts,
      as of the relevant Addition Cut-Off Date).

     

    “Eligible
      Receivable” shall mean each Receivable:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (a)           which
      has arisen under an Eligible Account (in the case of Accounts the Receivables
      in
      which were conveyed to the Trust on the Initial Closing Date as of the Cut-Off
      Date and in the case of Additional Accounts 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 Chase USA and pursuant to a Credit Card Agreement which
      complies, in all material respects, with all Requirements of Law applicable
      to
      Chase USA;

     

    (c)           with
      respect to which all consents, licenses, approvals or authorizations of, or
      registrations or declarations with, any Governmental Authority required to
      be
      obtained, effected or given by Chase USA in connection with the creation of
      such
      Receivable or the execution, delivery and performance by Chase USA of the Credit
      Card Agreement pursuant to which such Receivable was created, have been duly
      obtained, effected or given and are in full force and effect as of such date
      of
      creation;

     

    (d)           as
      to which, as of the Closing Date, or in the case of Receivables in Additional
      Accounts as of the relevant Addition Date, Chase USA, the Transferor or the
      Trustee had good and marketable title thereto, free and clear of all Liens
      arising under or through Chase USA, the Transferor or any of their Affiliates
      (other than Liens permitted pursuant to subsection 2.05(b));

     

    (e)           which
      is the legal, valid and binding payment obligation of the Obligor thereon,
      enforceable against such Obligor in accordance with its terms, except as 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); and

     

    (f)           which
      constitutes an “account” under and as defined in Article 9 of the UCC as then in
      effect in the applicable jurisdiction.

     

    “Enhancement”
      shall mean, with respect to any Series, the cash collateral account or guaranty,
      letter of credit, guaranteed rate agreement, maturity guaranty facility, tax
      protection agreement, interest rate swap or any other contract or agreement
      for
      the benefit of the Certificateholders of such Series (or Certificateholders
      of a
      Class within such Series) as designated in the applicable
      Supplement.

     

    “Enhancement
      Provider” shall mean, with respect to any Series, the Person, if any,
      designated as such in the related Supplement.

     

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

     

    “Euroclear
      Operator” shall mean Euroclear Bank, S.A./N.V., as operator of the Euroclear
      System.

     

    “Excess
      Amount Principal Allocation” shall have the meaning specified in subsection
      4.03(f).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Excess
      Principal Collections” shall mean, with respect to a Distribution Date, the
      aggregate amount for all outstanding Series of Principal Collections which
      the
      related Supplements specify are to be treated as “Excess Principal Collections”
for such Distribution Date.

     

    “Exchange”
      shall mean the tender by the Transferor
      of the Exchangeable Transferor Certificate to the Trustee in exchange for a
      reissued Exchangeable Transferor Certificate as provided in Section
      6.09.

     

    “Exchange
      Act”
      shall mean the Securities Exchange Act
of 1934, as
      amended.

     

    “Exchangeable
      Transferor Certificate” shall mean, if the Transferor elects to evidence its
      interest in the Transferor Interest in certificated form pursuant to Section
      6.01, a certificate executed by the Transferor and authenticated by the Trustee,
      substantially in the form of Exhibit A and exchangeable as provided in
      Section 6.09; provided, that at any time there shall be only one
      Exchangeable Transferor Certificate; provided, further, that in
      any Supplement, “Exchangeable Transferor Certificate” shall mean either a
      certificate executed and delivered by the Transferor and authenticated by the
      Trustee substantially in the form of Exhibit A or the uncertificated
      interest in the Transferor Interest.

     

    “Extended
      Trust Termination Date” shall have the meaning specified in subsection
      12.01(a).

     

    “FDIC”
      shall mean the Federal Deposit Insurance Corporation.

     

    “Finance
      Charge Account” shall have the meaning specified in subsection
      4.02(b).

     

    “Finance
      Charge Receivables” shall mean 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.  Finance Charge Receivables with respect to any Monthly
      Period shall also include Interchange in an amount equal to the Interchange
      Amount (if any) allocable to any Series of Certificates pursuant to any
      Supplement with respect to such Monthly Period (to the extent received by the
      Trust and deposited into the Finance Charge Account or any Series Account,
      as
      the case may be, on the Transfer Date following such Monthly
      Period).

     

    “Fitch”
      shall mean Fitch, Inc., doing business as Fitch Ratings, or its
      successor.

     

    “Foreign
      Clearing Agency” shall mean Clearstream and the Euroclear
      Operator.

     

    “Global
      Certificate” shall have the meaning specified in Section 6.13.

     

    “Group”
      shall mean, with respect to any Series, the group of Series in which the related
      Supplement specifies such Series is to be included.

     

    “Governmental
      Authority” shall mean the United States of America, any state or other
      political subdivision thereof and any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Holder
      of the Exchangeable Transferor Certificate” or “holder of the
      Exchangeable Transferor Certificate” shall mean the Holder of the
      Exchangeable Transferor Certificate or the Holder of any uncertificated interest
      in the Transferor Interest.

     

    “Ineligible
      Receivable” shall have the meaning specified in subsection
      2.04(d)(iii).

     

    “Initial
      Closing Date” shall mean September 24, 1992.

     

    “Initial
      Invested Amount” shall mean, with respect to any Series of Certificates, the
      amount stated in the related Supplement.

     

    “Insolvency
      Event” shall have the meaning specified in subsection 9.02(a).

     

    “Insurance
      Proceeds” shall mean any amounts recovered by the Servicer pursuant to any
      credit insurance policies covering any Obligor with respect to Receivables
      under
      such Obligor’s Account.

     

    “Interchange”
      shall mean interchange fees payable to Chase USA, in its capacity as credit
      card
      issuer, through VISA U.S.A., Inc. and MasterCard International Inc. in
      connection with cardholder charges for goods and services with respect to the
      Accounts, as calculated for a Series pursuant to the related
      Supplement.

     

    “Interchange
      Amount” shall mean an amount equal to the product of (i) 1.3% or such other
      percentage as may be specified by the Transferor from time to time
provided, that the Rating Agency Condition shall have been
      satisfied in connection with such designation and (ii) the amount of Collections
      other than Collections of Periodic Finance Charges, Annual Membership Fees,
      Cash
      Advance Fees, Late Fees, overlimit fees, return check fees and similar fees
      and
      other charges or Recoveries for such Monthly Period.

     

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

     

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

     

    “Investment
      Company Act” shall mean the Investment Company Act of 1940, as amended from
      time to time.

     

    “Investor
      Account” shall mean each of the Finance Charge Account, the Principal
      Account and the Distribution Account.

     

    “Investor
      Certificate” shall mean any one of the certificates (including, without
      limitation, the Bearer Certificates, the Registered Certificates or the Global
      Certificates) executed by the Transferor and authenticated by the Trustee
      substantially in the form (or forms in the case of a Series with multiple
      classes) of the investor certificate attached to the related
      Supplement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Investor
      Certificateholder” shall mean the Holder of record of an Investor
      Certificate.

     

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

     

    “Investor
      Monthly Servicing Fee” shall have, with respect to each Series, the meaning
      specified in Section 3.02.

     

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

     

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

     

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

     

    “Lien”
      shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,
      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, without
      limitation, 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;
provided, however, that any assignment pursuant to Section 7.02 or
      security interest or ownership interest of Chase USA or the Trust in the Trust
      Assets shall be deemed not to constitute a Lien.

     

    “Master
      Trust” shall mean a master trust or other securitization special purpose
      entity for which Chase USA or an Affiliate acts as transferor or seller or
      servicer, established pursuant to a Pooling Agreement.

     

    “Military
      Address” shall mean any mailing address on any United States of America
      armed forces military base of operations, including APO and FPO
      addresses.

     

    “Minimum
      Aggregate Principal Receivables” shall mean, unless otherwise specified in
      any Supplement for the related Series, as of any date of determination, an
      amount equal to (i) the sum of the numerators used to calculate the Investor
      Percentages with respect to the allocation of Collections of Principal
      Receivables for each Outstanding Series on such date minus (ii) the
      amount then on deposit in the Collection Account equal to the excess of the
      Minimum Transferor Interest over the Transferor Interest retained therein
      pursuant to subsections 4.03(b) and (f) and any similar provision in any
      Supplement.

     

    “Minimum
      Transferor Interest” shall have the meaning specified in subsection
      2.06(a).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Monthly
      Period” shall mean, unless otherwise defined in any Supplement, the period
      from and including the first day of a calendar month to and including the last
      day of a calendar month.

     

    “Monthly
      Transferor Servicing Fee” shall have the meaning specified in Section
      3.02.

     

    “Monthly
      Servicing Fee” shall have the meaning specified in Section
      3.02.

     

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

     

    “Most
      Recent Quarterly Filing Date” shall mean each date on which a revised base
      prospectus is filed with the Commission pursuant to Rule 424(b) of the Rules
      and
      Regulations under the Securities Act which shall be (a) each February 1, May
      1,
      August 1 and November 1 or, if any such date is not a Business Day, the next
      succeeding Business Day, unless five Business Days prior to such date the
      Transferor shall have notified the Trustee that such date shall not be a “Most
      Recent Quarterly Filing Date” and (b) any other Business Day designated by the
      Transferor upon at least five Business Days’ prior notice to the
      Trustee.

     

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

     

    “New
      Issuance Date” shall have the meaning specified in subsection
      6.09(b).

     

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

     

    “Notice
      Date” shall have the meaning specified in subsection
      2.06(c)(i).

     

    “Obligor”
      shall mean, with respect to any Account, the Person or Persons obligated to
      make
      payments with respect to such Account, including any guarantor
      thereof.

     

    “Officer’s
      Certificate” shall mean a certificate signed by any Vice President or more
      senior officer of the Transferor or Servicer and delivered to the
      Trustee.

     

    “Opinion
      of Counsel” shall mean a written opinion of counsel, who may be counsel for
      or an employee of the Person providing the opinion, and who shall be reasonably
      acceptable to the Trustee.

     

    “Original
      Pooling and Servicing Agreement” shall have the meaning specified in the
      first recital to this Agreement.

     

    “Outstanding
      Series” shall have the meaning specified in subsection 4.03(f).

     

    “Paying
      Agent” shall mean any paying agent appointed pursuant to Section 6.06 and
      shall initially be the Trustee.

     

    “Pay
      Out Event” shall mean, with respect to each Series, a Trust Pay Out Event or
      a Series Pay Out Event.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    “Permitted
      Activities” shall mean the primary activities of the Trust, which shall
      be:

     

    (a)           holding
      Receivables transferred from the Transferor and other assets of the Trust,
      including any Enhancement with respect to any Series and passive derivative
      financial instruments that pertain to beneficial interests issued or sold to
      parties other than the Transferor, its Affiliates or its agents;

     

    (b)           issuing
      Certificates and other interests in the Trust Assets;

     

    (c)           receiving
      Collections and making payments on such Certificates and interests in accordance
      with the terms of this Agreement and any Supplement; and

     

    (d)           engaging
      in other activities that are necessary or incidental to accomplish these limited
      purposes.

     

    “Permitted
      Investments” shall mean, unless otherwise provided in the Supplement with
      respect to any Series, (a) negotiable instruments or securities represented
      by
      instruments in bearer or registered form which evidence (i) obligations of
      or
      fully guaranteed by the United States of America; (ii) time deposits, promissory
      notes, or certificates of deposit of any depository institution or trust company
      incorporated under the laws of the United States of America or any state thereof
      and subject to supervision and examination by federal or state banking or
      depository institution authorities; provided, however, that at the
      time of the Trust’s investment or contractual commitment to invest therein, the
      certificates of deposit or short-term deposits of such depository institution
      or
      trust company shall have a credit rating from Moody’s and Standard & Poor’s
      of “P-1” and “A-1+,” respectively; (iii) commercial paper having, at the time of
      the Trust’s investment or contractual commitment to invest therein, a rating
      from Moody’s and Standard & Poor’s of “P-1” and “A-1+,” respectively; (iv)
      bankers acceptances issued by any depository institution or trust company
      described in clause (a)(ii) above; and (v) investments in money market funds
      rated “AAA-m” or “AAA-mg” by Standard & Poor’s and “P-1” by Moody’s or
      otherwise approved in writing by each Rating Agency; (b) demand deposits in
      the
      name of the Trust or the Trustee in any depository institution or trust company
      referred to in clause (a)(ii) above; (c) securities not represented by an
      instrument that are registered in the name of the Trustee upon books maintained
      for that purpose by or on behalf of the issuer thereof and identified on books
      maintained for that purpose by the Trustee as held for the benefit of the Trust
      or the Certificateholders, and consisting of shares of an open end diversified
      investment company which is registered under the Investment Company Act which
      (i) invests its assets exclusively in obligations of or guaranteed by the United
      States of America or any instrumentality or agency thereof having in each
      instance a final maturity date of less than one year from their date of purchase
      or other Permitted Investments, (ii) seeks to maintain a constant net asset
      value per share, (iii) has aggregate net assets of not less than $100,000,000
      on
      the date of purchase of such shares and (iv) each Rating Agency designates
      in
      writing will not result in a withdrawal or downgrading of its then current
      rating of any Series rated by it; and (d) any other

     

    
      
        
        

      

      
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    investment
      if the Rating Agency confirms in writing that such investment will not adversely
      affect its then current rating of the Investor Certificates.

     

    “Person”
      shall mean any legal person, including any individual, corporation, partnership,
      limited liability company, joint venture, association, joint-stock company,
      trust, unincorporated organization, governmental entity or other entity of
      similar nature.

     

    “Pooling
      Agreement” shall mean a pooling and servicing agreement (including without
      limitation this Agreement), indenture or other agreement for the issuance of
      securities from time to time from a Master Trust and the servicing of the
      receivables in such Master Trust, as such agreement may be amended, restated
      and
      supplemented from time to time.

     

    “Principal
      Account” shall have the meaning specified in subsection
      4.02(b).

     

    “Principal
      Receivable” shall mean each Receivable other than (i) Periodic Finance
      Charges, Annual Membership Fees, Cash Advance Fees, Late Fees, overlimit fees,
      return check fees and similar fees and charges, (ii) Receivables in Defaulted
      Accounts and (iii) Discount Receivables.  A Receivable shall be deemed
      to have been created at the end of the day on the Date of Processing of such
      Receivable.  In calculating the aggregate amount of Principal
      Receivables on any day, the amount of Principal Receivables shall be reduced
      by
      the aggregate amount of credit balances in the Accounts on such
      day.  Any Receivable which the Transferor is unable to transfer as
      provided in subsection 2.05(c) shall not be included in calculating the
      aggregate amount of Principal Receivables.

     

    “Principal
      Shortfalls” shall mean, with respect to a Distribution Date, the aggregate
      amount of all outstanding Series which the related Supplements specify are
      “Principal Shortfalls” for such Distribution Date.

     

    “Principal
      Terms” shall have the meaning, with respect to any Series issued pursuant to
      an Exchange, specified in subsection 6.09(c).

     

    “Publication
      Date” shall have the meaning specified in subsection 9.02(a).

     

    “Qualified
      Institution” shall have the meaning specified in subsection
      4.02(a)(ii).

     

    “Rating
      Agency” shall mean, with respect to each Series, the rating agency or
      agencies, if any, specified in the related Supplement.

     

    “Rating
      Agency Condition” shall mean, at any time with respect to a Series, the
      written confirmation of the Rating Agency that a specified event or modification
      of the terms of such Series will not result in the withdrawal or downgrade
      of
      the rating of the Certificates of any Series then in effect.

     

    “Reassignment”
      shall have the meaning specified in subsection 2.07(b)(ii).

     

    “Reassignment
      Date” shall have the meaning specified in subsection 2.04(e).

     

    
      
        
        

      

      
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    “Receivable”
      shall mean any amount owing by the Obligors including, without limitation,
      amounts owing for the payment of goods and services, cash advances, access
      checks, Annual Membership Fees, Cash Advance Fees, Periodic Finance Charges,
      Late Fees, overlimit fees, return check fees and credit insurance premiums
      and
      special fees, if any.

     

    “Record
      Date” shall mean, with respect to any Distribution Date, the last Business
      Day of the preceding Monthly Period.

     

    “Recoveries”
      shall mean all amounts received by the Transferor or the Servicer with respect
      to Receivables in Defaulted Accounts, including amounts received by the
      Transferor or the Servicer from the purchaser or transferee with respect to
      the
      sale or other dispositions of Receivables in Defaulted Accounts and all rights
      (but not obligations) under any agreement to sell or transfer such Receivables
      (including any rights to payment from any purchaser or transferee in connection
      with such sale or other disposition).  In the event of any such sale
      or disposition of such Receivables, Recoveries shall not include amounts
      received by the purchaser or transferee of such Receivables but shall be limited
      to amounts received by the Transferor or the Servicer from the purchaser or
      transferee and all rights of the Transferor and the Servicer against the
      purchaser or transferee, including any right to payment.

     

    “Registered
      Certificates” shall have the meaning specified in Section 6.01.

     

    “Regulation
      AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB),
      17 C.F.R. §§229.1100-229.1123, and all related rules and regulations of the
      Commission, as such may be amended from time to time, and subject to such
      clarification and interpretation as have been provided by the Commission in
      the
      adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
      70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

     

    “Removal
      Cut-Off Date” shall
      mean, with
      respect to any Removed Account,
      the date
      as of which the Receivables in such
      Removed Account shall
      have been
      selected
      by the Transferor for
      removal from the Trust pursuant to Section
      2.07; 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” shall mean the date on which Receivables in certain designated Removed
      Accounts will be reassigned by the Trustee to the Transferor.

     

    “Removal
      Notice Date” shall mean the day no later than the fifth Business Day prior
      to a Removal Date.

     

    “Removed
      Accounts” shall have the meaning specified in subsection
      2.07(a).

     

    “Requirements
      of Law” for any Person shall mean the certificate of incorporation or
      articles of association and by-laws or other organizational or governing
      documents of such Person, and any law, treaty, rule or regulation, or
      determination of an arbitrator or Governmental Authority, in each case
      applicable to or binding upon such Person or to which such Person is subject,
      whether federal, state or local (including, without limitation, usury laws,
      the
      federal

     

    
      
        
        

      

      
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    Truth
      in Lending Act and Regulation Z and Regulation B of the Board of Governors
      of
      the Federal Reserve System).

     

    “Responsible
      Officer” shall mean any officer within the Corporate Trust Office (or any
      successor group of the Trustee), including any Vice President or any other
      officer of the Trustee customarily performing functions similar to those
      performed by any person who at the time shall be an above-designated officer
      and
      who shall have direct responsibility for the administration of this
      Agreement.

     

    “Retired
      Series” shall have the meaning specified in subsection 4.03(f).

     

    “Revolving
      Period” shall have, with respect to each Series, the meaning specified in
      the related Supplement.

     

    “SAIF”
      shall mean the Savings Association Insurance Fund administered by the
      FDIC.

     

    “Sarbanes
      Certification” shall mean the certification specified in paragraph (2) of
      Exchange Act Rules 13a-14 and 15d-14 as set forth in Item 601(31)(ii) of
      Regulation S-K as such may be amended from time to time or any successor or
      replacement specified by the Commission or its staff from time to
      time.

     

    “Second
      Amended and Restated Pooling and Servicing Agreement” shall have the meaning
      specified in the third recital to this Agreement.

     

    “Secured
      Obligations” shall have the meaning specified in Section 2.01.

     

    “Securities”
      shall mean, collectively, the Certificates and any other securities issued
      pursuant to any Pooling Agreement.

     

    “Securities
      Act” shall mean the Securities Act of 1933, as amended.

     

    “Securitization
      Transaction”
      shall mean any New Issuance or
      new notes issued by the Issuing
      Entity, whether publicly offered
      or privately
      placed, rated or unrated.

     

    “Series”
      shall mean any series of Investor Certificates, which may include within any
      such Series a Class or Classes of Investor Certificates subordinate to another
      such Class or Classes of Investor Certificates.

     

    “Series
      Account” shall mean any account or accounts established pursuant to a
      Supplement for the benefit of such Series.

     

    “Series
      Pay Out Event” shall have, with respect to any Series, the meaning specified
      pursuant to the Supplement for the related Series.

     

    “Series
      Servicing Fee Percentage” shall mean, with respect to any Series, the amount
      specified in the related Supplement.

     

    
      
        
        

      

      
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    “Series
      Termination Date” shall mean, with respect to any Series of Certificates,
      the date stated in the related Supplement.

     

    “Servicer”
      shall mean initially Chase USA, and its permitted successors and assigns and
      thereafter any Person appointed as successor as herein provided to service
      the
      Receivables.

     

    “Servicer
      Default” shall have the meaning specified in Section 10.01.

     

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

     

    “Servicing
      Officer” shall mean any officer of the Servicer involved in, or responsible
      for, the administration and servicing of the Receivables whose name appears
      on a
      list of servicing officers furnished to the Trustee by the Servicer, as such
      list may from time to time be amended.

     

    “Servicing
      Participant”
      shall mean the Servicer, any
      Subservicer or any Person that participates in any of the servicing
      functions specified in Item 1122(d) of Regulation AB with respect to Accounts;
      provided, however, that “Servicing Participant” shall not include
      the Trustee, whose obligations in relation to Item 1122(d) of Regulation AB
      are
      set forth in Article XIV, but are not contained in Sections 14.07 or 14.08
      hereof.

     

    “Servicing
      Party” shall have the meaning specified in
      subsection 14.06(a).

     

     

    “SFAS
      140” shall mean 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” shall mean Standard & Poor’s Ratings Services, or its
      successor.

     

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

     

    “Subservicer”
      shall mean any Person that services the Receivables on behalf of the Servicer
      or
      any other Subservicer and is responsible for the performance (whether directly
      or through Subservicers or Servicing Participants) of a substantial portion
      of
      the material servicing functions required to be performed by the Servicer under
      this Agreement or any Supplement that are identified in Item 1122(d) of
      Regulation AB.  For the avoidance of doubt, “Subservicer” shall not
      include the Trustee.

     

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

     

    “Supplement”
      or “Series Supplement” shall mean, with respect to any Series, a
      supplement to this Agreement complying with the terms of Section 6.09 of this
      Agreement, executed in conjunction with any issuance of any Series of
      Certificates (or, in the case of the issuance of Certificates on the Initial
      Closing Date, the supplement executed in connection with the issuance of such
      Certificates).

     

    
      
        
        

      

      
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    “Termination
      Notice” shall have, with respect to any Series, the meaning specified in
      Section 10.01.

     

    “Transfer
      Agent and Registrar” shall have the meaning specified in Section 6.03 and
      shall initially be the Trustee’s Corporate Trust Office.

     

    “Transfer
      Date” shall mean, with respect to any Series, the Business Day immediately
      prior to each Distribution Date.

     

    “Transferor”
      shall mean Chase USA.

     

    “Transferor
      Financing Statement” shall have the meaning specified in Section
      2.01.

     

    “Transferor
      Interest” shall mean, on any date of determination, the aggregate amount of
      Principal Receivables at the end of the day immediately prior to such date
      of
      determination, minus the Aggregate Invested Amount at the end of such
      day.

     

    “Transferor
      Percentage” shall mean, on any date of determination, when used with respect
      to Principal Receivables, Finance Charge Receivables and Receivables in
      Defaulted Accounts, a percentage equal to 100% minus the Aggregate
      Investor Percentage with respect to such categories of Receivables.

     

    “Transferred
      Account” shall mean (a) an Account with respect to which a new credit
      account number has been issued by the Servicer 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 either case can be traced or
      identified by reference to or by way of the lists (in the form of a computer
      file, microfiche list, CD-ROM or in such other form as is agreed upon between
      the Transferor and the Trustee) delivered to the Trustee pursuant to Section
      2.01 or 2.06 as an account into which an Account has been
      transferred.

     

    “Trust”
      shall mean the trust created by this Agreement, the corpus of which shall
      consist of the Trust Assets.

     

    “Trust
      Assets” shall have the meaning specified in Section 2.01.

     

    “Trust
      Extension” shall have the meaning specified in subsection
      12.01(a).

     

    “Trust
      Pay Out Event” shall have, with respect to each Series, the meaning
      specified in Section 9.01.

     

    
      
        
        

      

      
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    “Trust
      Termination Date” shall mean the earliest to occur of (i) unless a Trust
      Extension shall have occurred, the day after the Distribution Date with respect
      to the last remaining outstanding Series following the date on which funds
      shall
      have been deposited in the Distribution Account or the applicable Series Account
      for the payment of Investor Certificateholders of such Series sufficient to
      pay
      in full the Aggregate Invested Amount plus interest accrued at the applicable
      Certificate Rate through the end of the related Monthly Period prior to the
      Distribution Date with respect to each such Series, (ii) if a Trust Extension
      shall have occurred, the Extended Trust Termination Date, and (iii) August
      1,
      2032.

     

    “Trustee”
      shall mean The Bank of New York (Delaware), a banking corporation organized
      under the laws of the State of Delaware, and its successors and any Person
      resulting from or surviving any consolidation or merger to which it or its
      successors may be a party and any successor trustee appointed as herein
      provided.

     

    “UCC”
      shall mean the Uniform Commercial Code, as amended from time to time, as in
      effect in any specified jurisdiction.

     

    “Unallocated
      Principal Collections” shall have the meaning specified in subsection
      4.03(f).

     

    “Undivided
      Interest” shall mean the undivided interest in the Trust evidenced by an
      Investor Certificate.

     

    “Yield
      Factor” shall mean the fixed percentage designated by the Servicer pursuant
      to Section 2.08.

     

    Section
      1.02    Other Definitional
      Provisions.

     

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

     

    (b)         As
      used herein and in any certificate or
      other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in Section
      1.01, and accounting terms partially defined in Section 1.01 to the extent
      not
      defined, shall have the respective meanings given to them under generally
      accepted accounting principles
      or regulatory accounting
      principles, as applicable.  To the extent that the definitions of
      accounting terms herein are inconsistent with the meanings of such terms under
      generally accepted accounting principles or regulatory accounting
      principles,
      the definitions contained herein shall
      control.  In the event that the UCC, as in effect on the date hereof
      is revised, any reference herein to specific sections of the UCC shall be deemed
      to be references to such successor sections.

     

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

     

    
      
        
        

      

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

     

    [End
      of Article I]

    


     

    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF RECEIVABLES;

    ISSUANCE
      OF CERTIFICATES

     

    Section
      2.01    Conveyance of
      Receivables.  By
      execution of the Original Pooling and Servicing Agreement, the Transferor
      transferred, assigned, set-over, and otherwise conveyed to the Trustee for
      the
      benefit of the Certificateholders, without recourse, all of its right, title
      and
      interest in and to the Receivables existing on the Initial Closing Date and
      thereafter created and arising in connection with the Accounts (other than
      Receivables in Additional Accounts), all monies due or to become due with
      respect thereto (including, without limitation, the right to all Recoveries
      and
      Collections of Finance Charge Receivables and Principal Receivables),
      Interchange, all proceeds (including “proceeds” as defined in the UCC as in
      effect in the State of Delaware and any other applicable jurisdiction) of such
      Receivables and Insurance Proceeds relating to such Receivables.  The
      property described in the preceding sentence and all Receivables arising in
      each
      Additional Account designated on and after each applicable Addition Date,
      together with all monies and the other property credited to the Collection
      Account, the Principal Account, the Finance Charge Account and the Distribution
      Account or any other Series Account shall constitute the assets of the Trust
      (collectively, the “Trust Assets”).  The foregoing transfer,
      assignment, set-over and conveyance does not constitute and is not intended
      to
      result in a creation or an assumption by the Trust, the Trustee or any Investor
      Certificateholder of any obligation of the Transferor, the Servicer or any
      other
      Person in connection with the Accounts or Receivables or any agreement or
      instrument relating thereto, including, without limitation, any obligation
      to
      any Obligors, merchant banks, merchants clearance systems, VISA U.S.A., Inc.,
      MasterCard International Inc. or any insurers. The parties hereto intend to
      treat the foregoing transfer, assignment, set-over and conveyance as a sale,
      and
      not as a secured borrowing, for accounting purposes.

     

    In
      connection with such initial transfer, assignment, set-over and conveyance,
      the
      Transferor has (i) recorded and filed a financing statement and certain
      continuation statements, and agrees to record and file, at its own expense,
      any
      additional continuation statements with respect to such financing statement
      when
      applicable (such financing statement, including any continuation statements
      with
      respect thereto, the “Transferor Financing Statement”) with respect to the
      Receivables existing on the Initial Closing Date and thereafter created for
      the
      transfer of accounts (as defined in Article 9 of the UCC as in effect in the
      applicable jurisdiction) meeting the requirements of applicable state law in
      such manner and in such jurisdictions as are necessary to perfect, and maintain
      perfection of, the assignment of the Receivables to the Trust, (ii) named the
      Transferor, as Transferor, and the Trustee, as secured party, with respect
      to
      the Receivables, in such financing statement, and (iii) delivered, or will
      deliver, when applicable, a file-stamped copy of such financing statement or
      continuation statements or other evidence of such filing (which may, for
      purposes of this Section 2.01, consist of telephone confirmation of such filing)
      to the Trustee on or prior to the date of issuance of the Certificates, and
      in
      the case of any continuation statements filed pursuant to this Section 2.01,
      will deliver as soon as practicable after receipt thereof by the
      Transferor.  The foregoing transfer, assignment, set-over and
      conveyance to the Trust has been made to the Trustee, on behalf of the Trust,
      and each reference

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    in
      this Agreement to such transfer, assignment, set-over and conveyance shall
      be
      construed accordingly.

     

    To
      the extent that the Transferor retained any right, title or interest in and
      to
      the Trust Assets transferred to the Trust pursuant to the Second Amended and
      Restated Pooling and Servicing Agreement or any Assignment executed prior to
      the
      Amendment Closing Date (other than Receivables in Removed Accounts), the
      Transferor does hereby transfer, assign, set-over, and otherwise convey to
      the
      Trustee for the benefit of the Certificateholders, without recourse, all of
      its
      right, title and interest in and to such Trust Assets.

     

    In
      connection with such transfer, the Transferor has, at its own expense (x)
      annotated and indicated in its computer files that Receivables created in
      connection with the Accounts (other than any Additional Accounts) have been
      transferred to the Trustee for the benefit of the Certificateholders and (y)
      delivered to the Trustee 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 Trustee) of all such Accounts, identified by account number
      and setting forth the Receivable balance as of February 28,
      2002.  Such list has been delivered to the Trustee as confidential and
      proprietary, and is hereby incorporated into and made a part of this
      Agreement.  The Transferor further agrees not to alter the file
      designation referenced in clause (x) of this paragraph with respect to any
      Account during the term of this Agreement unless and until such Account becomes
      a Removed Account.

     

    The
      Transferor hereby grants and transfers to the Trustee a first priority perfected
      security interest in all of the Transferor’s right, title and interest in, to
      and under the Trust Assets, to secure a loan in an amount equal to the unpaid
      principal amount of the Investor Certificates issued hereunder or to be issued
      pursuant to this Agreement and the interest accrued at the related certificate
      rate (the “Secured Obligations”), and that this Agreement shall constitute a
      security agreement under applicable law.

     

    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 Chase USA pursuant to this Agreement shall
      be deemed to no longer be the property, assets or rights of Chase
      USA.  The parties hereto acknowledge and agree that each such transfer
      is occurring in connection with a “securitization transaction” within the
      meaning of the Delaware Act.

     

    Pursuant
      to the request of the Transferor, the Trustee has caused Certificates in
      authorized denominations evidencing the entire interest in the Trust to be
      duly
      authenticated and delivered to or upon the order of the Transferor pursuant
      to
      Section 6.02.

     

    Section
      2.02    Acceptance by
      Trustee.

     

    (a)         The
      Trustee hereby acknowledges its
      acceptance, on behalf of
      the Trust, of all right, title and interest previously held by the Transferor
      in
      and to the Trust Assets,

     

    
      
        
        

      

      
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    and
      declares that it shall maintain such
      right, title and interest, upon the Trust herein set forth, for the benefit
      of
      all Certificateholders.  The
      Trustee
      further acknowledges that, prior to or simultaneously with the execution and
      delivery of this Agreement, Chase USA
      delivered to the Trustee
      the 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 Trustee) described in Section
      2.01.

     

    (b)         The
      Trustee hereby agrees not to
      disclose to any Person any of the account numbers or other information contained
      in any list
delivered
      to the Trustee by Chase USA
      pursuant to Sections 2.01, 2.06
      and 2.07
      (“Account
      Information”)
      except as is required in connection
      with the performance of its duties hereunder or in enforcing the rights of
      the
      Certificateholders or to a Successor Servicer appointed pursuant to Section
      10.02, any successor
      trustee appointed pursuant to Section 11.08, any co-trustee or separate trustee
      appointed pursuant to Section 11.10 or any other Person in connection with
      a UCC
      search or as mandated pursuant to any Requirement of Law applicable to the
      Trustee.  The
      Trustee agrees to take such measures
      as shall be reasonably requested by Chase USA
      to protect and maintain the security
      and confidentiality of such information, and, in connection therewith, shall
      allow Chase USA
      to inspect the Trustee’s
      security and confidentiality arrangements
      from time to
      time during normal business hours.  In the event that the Trustee is
      required by law to disclose any Account Information, the Trustee shall provide
      Chase USA
      with prompt written notice, unless
      such notice is prohibited
      by law, of any such request or requirement so that Chase USA
      may request a protective order or
      other appropriate remedy.  The Trustee shall make best efforts to
      provide Chase USA
      with written notice no later than
      five days prior to any disclosure pursuant to this subsection
      2.02(b).

     

    (c)         The
      Trustee shall have no power to
      create, assume or incur indebtedness or other liabilities in the name of the
      Trust other than as contemplated in this Agreement.

     

    Section
      2.03    Representations and
      Warranties of the
      Transferor.  The
      Transferor hereby represents and warrants to the Trust as of the Amendment
      Closing Date:

     

    (a)         Organization
      and Good
      Standing.  The Transferor is
      an entity
      duly organized and validly existing in
      good standing under the laws of the jurisdiction of
      its organization and
      has full corporate power, authority
      and legal right to 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
      and to execute and deliver to the
      Trustee the Certificates pursuant hereto.

     

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

     

    
      
        
        

      

      
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    (c)         Due
      Authorization.  The execution and
      delivery
      of this Agreement and the execution and delivery to the Trustee of the Certificates by the
      Transferor and
      the consummation of the transactions provided for in this Agreement have been
      duly authorized by the Transferor by all necessary corporate action on its
      part
      and this Agreement will remain, from the time of its execution,
      an official record of the
      Transferor.

     

    (d)         No
      Conflict.  The execution and
      delivery
      of this Agreement and the Certificates, the performance of the transactions
      contemplated by this Agreement and the fulfillment of the terms hereof that
      are
      applicable to the
      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 the
      Transferor is a party or by which it or any of its properties are
      bound.

     

    (e)         No
      Violation.  The execution and
      delivery
      of this Agreement and the Certificates, the performance of the transactions
      contemplated by this Agreement and the fulfillment of
      the terms hereof
      that are applicable to the Transferor will not conflict with or violate any
      Requirements of Law applicable to the Transferor.

     

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

     

    (g)         All
      Consents Required.  All appraisals,
      authorizations, consents, orders or other actions of any Person or of any
      Governmental Authority or official required in connection with the execution
      and
      delivery by the Transferor
      of this Agreement and the Certificates, the performance of the transactions
      contemplated by this Agreement and the fulfillment of the terms hereof by the
      Transferor, have been duly obtained, effected or given and are in full force
      and
      effect.

     

    The
      representations and warranties set forth in this Section 2.03 shall survive
      the
      transfer and assignment of the respective Receivables to the Trust, and
      termination of the rights and obligations of the Servicer pursuant to Section
      10.01.  The representations and warranties set forth in this Section
      2.03 made by the Transferor prior to the Amendment Closing Date shall survive
      the amendment hereto on the Amendment Closing Date.  The Transferor
      hereby represents and warrants to the Trust, with respect to any Series of
      Certificates, as of its Closing Date, unless otherwise stated in such
      Supplement, that the representations and warranties of the Transferor set forth
      in Section 2.03, are true and correct as of such date (for the purposes of
      such
      representations and warranties, “Certificates” shall mean the Certificates
      issued on the related Closing Date).  Upon discovery by the
      Transferor, the Servicer or the Trustee of a breach of any

     

    
      
        
        

      

      
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    of
      the foregoing representations and warranties, the party discovering such breach
      shall give prompt written notice to the others.

     

    Section
      2.04    Representations and
      Warranties
      of the Transferor
      Relating to this
      Agreement and the Receivables.

     

    (a)         Binding
      Obligation; Valid Transfer
      and Assignment.  The Transferor hereby
      represents and warrants to the Trust that, as of the
      Initial Closing
      Date and the Amendment Closing Date:

     

    (i)                 This
      Agreement constitutes a legal,
      valid and binding obligation of the Transferor, enforceable against the
      Transferor in accordance with its terms, except (A) 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 entities such as the Transferor, and (B) as such enforceability
      may be
      limited by general principles of equity (whether considered in a suit at law
      or
      in equity).

     

    (ii)                 This
      Agreement constitutes either (A) a
      valid transfer, assignment, set-over and conveyance to the Trust of all right,
      title and interest of the
      Transferor in and to the Receivables now existing and hereafter created and
      arising in connection with the Accounts (other than Receivables in Additional
      Accounts), all proceeds of such Receivables and Insurance Proceeds relating
      thereto and
      such Receivables and all proceeds
      thereof and Insurance Proceeds relating thereto will be held by the Trust free
      and clear of any Lien of any Person claiming through or under the Transferor
      or
      any of its Affiliates except for (x) Liens permitted under subsection
      2.05(b), (y) the interest of
      the Transferor as Holder of the Exchangeable Transferor Certificate and (z)
      the
      Transferor’s
      right, if any, to interest accruing
      on, and investment earnings, if any, in respect of the Finance Charge Account,
      the Principal Account or
      any Series Account, as provided in this Agreement or the related Supplement,
      or
      (B) a valid transfer for security in such property to the Trust, which is
      enforceable with respect to the existing Receivables (other than Receivables
      in
      Additional
      Accounts), the proceeds thereof and
      Insurance Proceeds relating thereto upon execution and delivery of this
      Agreement, and which will be enforceable with respect to such Receivables
      hereafter created, the proceeds thereof and Insurance Proceeds relating
      thereto, upon such
      creation.  Upon the filing of the financing statement described in
      Section 2.01 and in the case of the Receivables hereafter created and proceeds
      thereof and Insurance Proceeds relating thereto, upon such creation, the Trust
      shall have
      a first priority perfected security
      interest (as defined in the UCC as in effect in the applicable jurisdiction)
      in
      such property (subject to the rules governing proceeds set forth in the UCC
      as
      in effect in the applicable jurisdiction), except for Liens
      permitted under subsection
      2.05(b).  Neither the Transferor nor any Person claiming through or
      under the Transferor shall have any claim to or interest in the Principal
      Account, the Finance Charge Account, the Distribution Account or any Series
      Account, except
      for the Transferor’s
      rights to receive interest accruing
      on, and investment earnings, if any, in respect of, the Finance Charge Account
      and Principal Account as provided in this Agreement (or, if applicable, any
      Series Account as provided

     

    
      
        
        

      

      
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    in
      any Supplement) and, if this
      Agreement
      constitutes the grant of a security interest in such property, except for the
      interest of the Transferor in such property as a debtor for purposes of the
      UCC
      as in effect in the State of Delaware.

     

    (b)         Eligibility
      of
      Receivables.
The
      Transferor hereby
      represents and warrants to the Trust that:

     

    (i)                 As
      of the Cut-Off Date with respect to
      each Receivable in Accounts selected
      on such date and as of the applicable
      Addition
      Cut-Off Date with respect to each Receivable in Additional Accounts, such
      Receivable is an Eligible
      Receivable.

     

    (ii)                 As
      of the Cut-Off Date with respect to
      each Receivable in Accounts selected
      on such date and as of the applicable
      Addition
      Cut-Off Date with respect to each Receivable in Additional Accounts, such
      Receivable has
      been conveyed to the Trustee free and
      clear of any Lien of any Person claiming through or under the Transferor or
      any
      of its Affiliates (other than Liens permitted under subsection 2.05(b)) and
      in
      compliance, in all material respects, with all Requirements
      of Law applicable to the
      Transferor.

     

    (iii)                 As
      of the Cut-Off Date with respect to
      each Receivable in Accounts selected
      on such date and as of the applicable
      Addition
      Cut-Off Date with respect to each Receivable in Additional Accounts,
all consents, licenses,
      approvals or authorizations
      of or registrations or declarations with any Governmental Authority required
      to
      be obtained, effected or given by the Transferor in connection with the
      conveyance of such Receivable to the Trust have been duly obtained,
      effected or
      given and are in full force and
      effect.

     

    (iv)                 On
      each day on which any new Receivable
      is created, the Transferor shall be deemed to represent and warrant to the
      Trustee that (A) each Receivable created on such day is an Eligible Receivable,
      (B) each Receivable created
      on such day has been conveyed to the Trust in compliance, in all material
      respects, with all Requirements of Law applicable to the Transferor, (C) with
      respect to each such Receivable, all consents, licenses, approvals or
      authorizations of or registrations
      or declarations with, any
      Governmental Authority required to be obtained, effected or given by the
      Transferor in connection with the conveyance of such Receivable
      to the
Trust have been duly
      obtained, effected or given and are in full force and effect and (D) the representations
      and
      warranties set forth in subsection 2.04(a) are true and correct with respect
      to
      each Receivable created on such day as if made on such day.

     

    (v)                 As
      of the Initial
      Closing Date, Schedule l to this
      Agreement, and as of the applicable Addition
      Cut-Off Date with respect to
      Additional
      Accounts, the related list
      (in the form of a computer file, microfiche list, CD-ROM or such other form as is
agreed
      upon by
      the Transferor and the
      Trustee) referred to in
      Section 2.06, is an accurate and complete listing
      in all material
      respects of all the Accounts as of such date,
      and the information contained therein
      with respect to the identity of such Accounts and

     

    
      
        
        

      

      
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    the
      Receivables existing thereunder is
      true and correct in all material respects as of such
      date.

     

    (c)         Notice
      of Breach.  The representations
      and
      warranties set forth in
      this Section 2.04 shall survive the transfer and assignment of the respective
      Receivables to the Trust.  Upon discovery by the Transferor, the
      Servicer or the Trustee of a breach of any of the representations
      and
      warranties set forth in this Section 2.04, the party discovering such breach
      shall give prompt written notice to the other parties mentioned
      above.  The Transferor agrees to cooperate with the Servicer and the
      Trustee
      in attempting to cure any such
      breach.

     

    (d)         Transfer
      of Ineligible
      Receivables.

     

    (i)                 Automatic
      Reconveyance.  In the event of a
      breach
      with respect to a Receivable of any representations and warranties set forth
      in
      subsection 2.04(b)(ii), or in the event that a Receivable is not an Eligible
      Receivable
      as a result of the failure to satisfy the conditions set forth in clause (d)
      of
      the definition of Eligible Receivable, and any of the following three conditions
      is met:  (A) as a result of such breach or event such Receivable
      is charged off as uncollectible
      or the Trust’s
      rights in, to or under such Receivable
      or its proceeds are impaired or the proceeds of such Receivable are not
      available for any reason to the Trust free and clear of any Lien; (B) the Lien
      upon the subject Receivable
      (1) arises in favor of the United States of America
      or any
      state or any agency or
      instrumentality thereof and involves taxes or liens arising under Title IV
      of
      ERISA or (2) has been consented to by the Transferor; or (C) the unsecured
      short-term debt rating of
      Chase USA
      is not at least “P-1”
      by Moody’s
      and the Lien upon the subject
      Receivable ranks prior to the Lien created pursuant to this Agreement; then,
      upon the earlier to occur of the discovery of such breach or event by the
      Transferor or the Servicer
      or receipt by the Transferor of written notice of such breach or event given
      by
      the Trustee, each such Receivable shall be automatically reconveyed from the
      Trust on the terms and conditions set forth in subsection
      2.04(d)(iii).

     

    (ii)                 Reconveyance
      After Cure Period.  In the event of a
      breach of
      any of the representations and warranties set forth in subsection 2.04(b) other
      than a breach or event as set forth in clause (d)(i) above, and as a result
      of
      such breach the related Account becomes a Defaulted Account or the
      Trust’s
      rights in, to or under the Receivable
      or its proceeds are impaired or the proceeds of such Receivable are not
      available for any reason to the Trust free and clear of any Lien, then, upon
      the
      expiration of 60 days (or such longer period as may be agreed
      to by the
      Trustee in its sole discretion, but in no event later than 120 days) from the
      earlier to occur of the discovery of any such event by either the Transferor
      or
      the Servicer, or receipt by the Transferor of written notice of
      any such event given by the Trustee,
      each such Receivable shall be reconveyed from the Trust on the terms and
      conditions set forth in subsection 2.04(d)(iii); provided,
however,
      that no such reconveyance shall be
      required to be made if, on any day within such applicable period,
      such
      representations and warranties with respect to such Receivable shall then be
      true and correct in all material respects as if such Receivable had been created
      on such day.

     

    
      
        
        

      

      
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    (iii)                 Procedures
      for
      Reconveyance.  When the provisions
      of
      subsection 2.04(d)(i)
      or
      (ii) above require removal of a Receivable, the Transferor shall accept
      reassignment of such Receivable (an “Ineligible
      Receivable”)
      by directing the Servicer to deduct
      the principal balance of each such Ineligible Receivable from the Principal Receivables
      in the Trust
      and to decrease the Transferor Interest by such amount.  On and after
      the date of such reconveyance, each Ineligible Receivable shall be deducted
      from
      the aggregate amount of Principal Receivables used in the calculation
      of any Investor Percentage, the
      Transferor Percentage or the Transferor Interest.  In the event that
      the exclusion of an Ineligible Receivable from the calculation of the Transferor
      Interest would cause the Transferor Interest to be reduced below zero
or
      would otherwise not be permitted by
      law, the Transferor shall immediately, but in no event later than 10 Business
      Days after such event, make a deposit in the Collection Account (for allocation
      as a Principal Receivable) in immediately available funds prior
      to the next succeeding Transfer Date
      in an amount equal to the amount by which the Transferor Interest would be
      reduced below zero.  The portion of such deposit allocated to the
      Investor Certificates of each Series shall be distributed to the
      Investor Certificateholders
      of each Series in the
      manner specified in Article IV, if applicable, on the Distribution Date relating
      to the Monthly Period in which such deposit is made.  Upon the
      reassignment to the Transferor of an Ineligible Receivable, the Trust
shall
      automatically and without further
      action be deemed to transfer, assign, set-over and otherwise convey to the
      Transferor, without recourse, representation or warranty, all the right, title
      and interest of the Trust in and to such Ineligible Receivable,
      all monies due or to become due with
      respect thereto and all proceeds thereof and Insurance Proceeds relating thereto
      allocated to such Ineligible Receivable pursuant to any
      Supplement.  Such reassigned Ineligible Receivable shall be treated by
      the Trust as
      collected in full as of the date on
      which it was transferred and the Transferor Interest was reduced as set forth
      in
      this clause (iii) of subsection 2.04(d).  The Trustee shall execute
      such documents and instruments of transfer or assignment and take other
      actions as shall reasonably be
      requested by the Transferor to evidence the conveyance of such Ineligible
      Receivable pursuant to this subsection 2.04(d)(iii) (and any costs or expenses
      incurred by the Trustee in connection with such conveyance shall be reimbursed
      by the
      Servicer).  The obligation of the Transferor, set forth in this
      subsection 2.04(d)(iii), or the automatic reconveyance of such Receivable from
      the Trust, as the case may be, shall constitute the sole remedy respecting
      any
      breach of the representations
      and warranties set forth
      in the above-referenced subsections with respect to such Receivable available
      to
      Certificateholders or the Trustee on behalf of
      Certificateholders.

     

    (iv)                 Proceeds
      Held by
      Servicer.  For the purposes
      of
      subsections 2.04(d)(i) and
      (ii) above, proceeds of a Receivable shall not be deemed to be impaired
      hereunder solely because such proceeds are held by the Servicer (if the Servicer
      is the Transferor) for more than the applicable period under Section 9-315(d)
      of
      the UCC as in effect
      in the State of
      Delaware.

     

    (e)         Reassignment
      of Trust
      Portfolio.  In the event of a
      breach of
      any of the representations and warranties set forth in subsection 2.04(a),
      either the Trustee or the Holders of Investor Certificates evidencing Undivided
      Interests aggregating more
      than 50% of the Aggregate Invested Amount, by notice then given in writing
      to
      the Transferor and the Servicer (and to the Trustee and the Servicer, if given
      by the Investor Certificateholders), may

     

    
      
        
        

      

      
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    direct
      the Transferor to accept
      reassignment
      of an amount of Principal
      Receivables (as specified below) within 60 days of such notice (or within such
      longer period as may be specified in such notice), and the Transferor shall
      be
      obligated to accept reassignment of such Principal Receivables on a
      Distribution Date specified by the
      Transferor (such Distribution Date, the “Reassignment
      Date”)
      occurring within such applicable
      period on the terms and conditions set forth below; provided,
however,
      that no such reassignment shall be
      required to be made if, at
      any time during such applicable period, the representations and warranties
      contained in subsection 2.04(a) shall then be true and correct in all material
      respects.  The Transferor shall deposit on the Transfer Date preceding
      the Reassignment Date an
      amount equal to the reassignment
      deposit amount for such Receivables in the Distribution Account or Series
      Account, as provided in the related Supplement, for distribution to the Investor
      Certificateholders pursuant to Article XII.  The reassignment
      deposit
      amount with respect to each Series
      for such reassignment, unless otherwise stated in the related Supplement, shall
      be equal to (i) the Invested Amount of such Series at the end of the day on
      the
      last day of the Monthly Period preceding the Reassignment
      Date, less the amount, if any,
      previously allocated for payment of principal to such Certificateholders on
      the
      related Distribution Date in the Monthly Period in which the Reassignment Date
      occurs, plus
      (ii) an amount equal to all interest
      accrued but unpaid on the
      Investor Certificates of such Series at the applicable Certificate Rate through
      such last day, less the amount, if any, previously allocated for payment of
      interest to the Certificateholders of such Series on the related Distribution
      Date in the
      Monthly Period in which the
      Reassignment Date occurs.  Payment of the reassignment deposit amount
      with respect to each Series, and all other amounts in the Distribution Account
      or the applicable Series Account in respect of the preceding Monthly Period
      shall
      be considered a prepayment in full
      of the Receivables represented by the Investor Certificates.  On the
      Distribution Date following the Transfer Date on which such amount has been
      deposited in full into the Distribution Account or the applicable
      Series
      Account, the Receivables and all monies
      due or to become due with respect thereto and all proceeds of the Receivables
      and Insurance Proceeds relating thereto and Interchange (if any) allocated
      to
      the Receivables pursuant to any Supplement shall be released
      to the Transferor after payment of all
      amounts otherwise due hereunder on or prior to such dates and the Trustee shall
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, representation or warranty, as shall be prepared
      by and as are reasonably
      requested by the Transferor to vest in the Transferor, or its designee or
      assignee, all right, title and interest of the Trust in and to the Receivables,
      all monies due or to become due with respect thereto and all proceeds
      of the Receivables and Insurance
      Proceeds relating thereto allocated to the Receivables pursuant to any
      Supplement (and any costs or expenses incurred by the Trustee in connection
      with
      such reassignment shall be reimbursed by the Servicer).  If the
      Trustee
      or the Investor Certificateholders
      give notice directing the Transferor to accept reassignment as provided above,
      the obligation of the Transferor to accept reassignment of the Receivables
      and
      pay the reassignment deposit amount pursuant to this subsection
      2.04(e) shall constitute the sole
      remedy respecting a breach of the representations and warranties contained
      in
      subsection 2.04(a) available to the Investor Certificateholders or the Trustee
      on behalf of the Investor Certificateholders.

     

    Section
      2.05    Covenants of the
      Transferor.  The
      Transferor hereby covenants that:

     

    (a)         Receivables
      to be
      Accounts.  The Transferor will
      take no
      action to cause any Receivable to be evidenced by any instrument (as defined
      in
      the UCC as in effect in

     

    
      
        
        

      

      
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    the
      applicable
      jurisdiction).  Each Receivable shall be payable
      pursuant to a
      contract which does not create a Lien on any goods purchased
      thereunder.  The Transferor will take no action to cause any
      Receivable to be anything other than an “account”
      (as defined in the UCC as in effect in
      the applicable
      jurisdiction).  Each Receivable arises out of the use of a credit or
      charge card or information contained on or for use with the
      card.

     

    (b)         Security
      Interests.  Except for the conveyances
      hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person,
      or grant, create,
      incur, assume or suffer to exist any Lien on any Receivable, whether now
      existing or hereafter created, or any interest therein; except with respect
      to
      the conveyances hereunder, the Transferor will immediately notify
      the Trustee of the existence of any
      Lien on any Receivable; and the Transferor shall defend the right, title and
      interest of the Trust in, to and under the Receivables, whether now existing
      or
      hereafter created, against all claims of third parties claiming
      through or under the Transferor;
provided,
however,
      that nothing in this subsection
      2.05(b) shall prevent or be deemed to prohibit the Transferor from suffering
      to
      exist upon any of the Receivables any Liens for municipal or other local taxes
      if such taxes shall not at
      the time be due and payable or if the Transferor shall currently be contesting
      the validity thereof in good faith by appropriate proceedings and shall have
      set
      aside on its books adequate reserves with respect thereto.

     

    (c)         Account
      Allocations.

     

    (i)                 In
      the event that the Transferor is
      unable for any reason to transfer Receivables to the Trust in accordance with
      the provisions of this Agreement (including, without limitation, by reason
      of
      the application of the provisions of Section 9.02 or an order by any Governmental Authority
      having
      regulatory authority over the Transferor or any court of competent jurisdiction
      that the Transferor not transfer any additional Principal Receivables to the
      Trust) then, in any such event, (A) the Transferor agrees to allocate
      and pay to the Trust, after the
      date of such inability, all Collections with respect to Principal Receivables,
      and all amounts which would have constituted Collections with respect to
      Principal Receivables but for the Transferor’s
      inability to transfer such Receivables
      (up to an amount equal to the aggregate
amount
      of Principal Receivables in the
      Trust on such date); (B) the Transferor agrees to have such amounts applied
      as
      Collections in accordance with Article IV; and (C) for only so long as all
      Collections and all amounts
      which would have constituted Collections are allocated and applied in accordance
      with clauses (A) and (B) above, Principal Receivables (and all amounts which
      would have constituted Principal Receivables but for the Transferor’s
      inability to transfer
      Receivables to the
      Trust) that are written off as uncollectible in accordance with this Agreement
      shall continue to be allocated in accordance with Article IV, and all amounts
      that would have constituted Principal Receivables but for the
      Transferor’s
      inability to transfer Receivables to
      the Trust shall be deemed to be Principal Receivables for the purpose of calculating
      (x) the applicable Investor
      Percentage with respect to
      any Series and (y) the
      Aggregate Investor Percentage thereunder.  If the Transferor is
      unable
      pursuant to any Requirement of Law to allocate Collections as described above,
      the Transferor agrees that it shall in any such event allocate, after the
      occurrence of such event, payments on each Account with respect to the
principal
      balance of such Account first
      to the oldest principal balance of such Account and to have such payments
      applied as Collections in accordance with Article IV.  The parties
      hereto agree

     

    
      
        
        

      

      
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    that
      Finance Charge Receivables,
      whenever created, accrued in respect
      of Principal Receivables that
      have been conveyed to the Trust, or that would have been conveyed to the Trust
      but for the above described inability to transfer such Receivables, shall
      continue to be a part of the Trust notwithstanding any cessation of
      the transfer of additional Principal
      Receivables to the Trust and Collections with respect thereto shall continue
      to
      be allocated and paid in accordance with Article IV.

     

    (ii)                 In
      the event that, pursuant to
      subsection 2.04(d), the Transferor accepts reassignment of an Ineligible Receivable
      as a
      result of a breach of the representations and warranties in subsection 2.04(b)
      relating to such Receivable, then, in any such event, the Transferor agrees
      to
      account for payments received with respect to such Ineligible Receivable
      separately from its
      accounting for Collections on Principal Receivables retained by the
      Trust.  If payments received from or on behalf of an Obligor are not
      specifically applicable either to an Ineligible Receivable of such Obligor
      reassigned to
      the Transferor or to the Receivables of
      such Obligor retained in the Trust, then the Transferor agrees to allocate
      payments proportionately based on the total amount of Principal Receivables
      of
      such Obligor retained in the Trust and the total amount owing
      by such Obligor on any Ineligible
      Receivables reassigned to the Transferor, and the portion allocable to any
      Principal Receivables retained in the Trust shall be treated as Collections
      and
      deposited in accordance with the provisions of Article IV.

     

    (d)         Credit
Card
      Agreements and Account
      Guidelines.  The Transferor shall
      comply
      with and perform its obligations under the Credit Card Agreements relating
      to
      the Accounts and the Credit Card Guidelines and all applicable rules and
      regulations of VISA U.S.A., Inc. and MasterCard International
      Inc.
      except insofar as any failure to comply
      or perform would not materially and adversely affect the rights of the Trust
      or
      the Certificateholders hereunder or under the Certificates.  The
      Transferor may change the terms and provisions of the Credit
      Card Agreements or
      the Credit Card Guidelines in any respect (including, without limitation, the
      reduction of the required minimum monthly payment, the calculation of the
      amount, or the timing, of charge offs and the Periodic Finance Charges
      and other fees to be assessed
      thereon) only if such change (i) would not, in the reasonable belief of the
      Transferor, cause a Pay Out Event to occur, and (ii) is made applicable to
      the
      comparable segment of the revolving credit card accounts owned and
      serviced by the Transferor which have
      characteristics the same as, or substantially similar to, the Accounts that
      are
      the subject of such change, except as otherwise restricted by an endorsement,
      sponsorship, or other agreement between the Transferor and
      an unrelated third party or by the
      terms of the Credit Card Agreements.

     

    (e)         Delivery
      of
      Collections.  The Transferor agrees
      to
      pay to the Servicer all payments received by the Transferor in respect of the
      Receivables as soon as practicable after receipt thereof by the
      Transferor.

     

    (f)         Conveyance
      of
      Accounts.  The Transferor covenants
      and agrees that it will not convey, assign, exchange or otherwise transfer
      the
      Accounts to any Person prior to the earlier of the termination of this Agreement
      pursuant to Article XII;
      provided, however,
      that the Transferor shall not be
      prohibited hereby from conveying, assigning, exchanging or otherwise
      transferring the Accounts in connection with a transaction complying with the
      provision of Section 7.02.

     

    
      
        
        

      

      
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    (g)         Change
      in State of
      Location.  In
      the event that the state
      of organization of the Transferor changes from the State of Delaware or the
      Transferor changes its corporate form, the Transferor shall promptly notify
      the
      Trustee in writing of any such change.

     

    Section
      2.06    Addition of
      Accounts.

     

    (a)         Required
      Additions.  If, (i) during any
      period
      of 30 consecutive days, the Transferor Interest averaged over that period is
      less than 4% (or such higher percentage as may be specified in any Supplement,
      such percentage the “Minimum
      Transferor Interest”)
      of the Average Principal Receivables,
      the
      Transferor shall designate Additional Accounts to be included as Accounts in
      a
      sufficient amount such that the average of the Transferor Interest as a
      percentage of the Average Principal Receivables for such 30-day period,
computed
      by assuming that the amount of
      the Average Principal Receivables of such Additional Accounts shall be deemed
      to
      be outstanding in the Trust during each day of such 30-day period, is at least
      equal to the Minimum Transferor Interest, or (ii) on any Record
      Date the aggregate amount of
      Principal Receivables is less than the Minimum Aggregate Principal Receivables,
      the Transferor shall designate Additional Accounts to be included as Accounts
      in
      a sufficient amount such that the aggregate amount of Principal
      Receivables will be equal to or
      greater than the Minimum Aggregate Principal Receivables.  Receivables
      from such Additional Accounts shall be transferred to the Trust on or before
      the
tenth
      Business Day following such thirty-day
      period or Record Date, as
      the case may be.

     

    (b)         Permitted
      Additions.  In addition to its
      obligation under subsection 2.06(a), the Transferor may, but shall not be
      obligated to, designate from time to time Additional Accounts to be included
      as
      Accounts.

     

    (c)         Conditions
      to
      Additions.  The Transferor
      agrees that any such transfer
      of Receivables from Additional Accounts under subsection 2.06(a) or 2.06(b)
      shall satisfy the following conditions (to the extent provided
      below):

     

    (i)                 on
      or before the fifth Business Day
      prior to the Addition Date with respect to additions
      pursuant to
      subsection 2.06(a) and on or before the tenth
      Business Day prior to the Addition Date
      with respect to additions pursuant to subsection 2.06(b) (the “Notice
      Date”),
      the Transferor shall give the
      Trustee, each Rating Agency and the Servicer written
      notice that such
      Additional Accounts will be included, which notice shall specify the approximate
      aggregate amount of the Receivables to be transferred;

     

    (ii)                 on
      or before the Addition Date, the
      Transferor shall have delivered to the Trustee a written assignment
      (including an
      acceptance by the Trustee on behalf of the Trust for the benefit of the Investor
      Certificateholders) in substantially the form of Exhibit B
      (the “Assignment”)
      and shall have indicated
      in its computer files that the
      Receivables created in
      connection with the Additional Accounts have been transferred to the
      Trustee, on behalf of the
      Trust.  Within
      five Business Days after the Addition Date,
      the Transferor shall have delivered to
      the Trustee 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
      Trustee) of
      all Additional Accounts, identified by

     

    
      
        
        

      

      
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    account
      number and the aggregate amount
      of the Receivables in
each
      such Additional
      Account
      as of the Addition Cut-Off Date,
      which list shall,
      as of the Addition Date, modify
      and amend and be incorporated into and
      made a part of
      such Assignment and this Agreement;

     

    (iii)                 the
      Transferor shall represent and
      warrant that (x) each Additional Account is, as of the Addition
      Cut-Off Date, an
      Eligible Account, and each Receivable in such Additional Account, is, as of
      the
      Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures
      believed by the Transferor to be materially adverse to the interests
      of the Investor
      Certificateholders were utilized in selecting the Additional Accounts from
      the
      available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition
      Date, the Transferor is not insolvent;

     

    (iv)                 the
      Transferor shall represent and
warrant that, as of the
      Addition Date, the Assignment constitutes either (x) a valid transfer and
      assignment to the Trustee of all right, title and interest of the Transferor
      in
      and to the Receivables then existing and thereafter created in the
      Additional Accounts,
      and all proceeds (as defined
      in the UCC as in effect in the applicable jurisdiction) of such Receivables
      and
      Insurance Proceeds relating thereto and such Receivables and all proceeds
      thereof and Insurance Proceeds relating thereto will be held by
      the Trustee free and clear of any Lien
      of any Person claiming through or under the Transferor or any of its Affiliates,
      except for (A)
      Liens permitted under subsection 2.05(b),
      (B) the interest of the
      Transferor as Holder of the Exchangeable Transferor Certificate and (C)
      the Transferor’s
      right to receive interest accruing on,
      and investment earnings in respect of, the Finance Charge Account and the
      Principal Account, or any Series Account as provided in this Agreement and
      any
      related Supplement or (y) a valid transfer for security
      (under the
      UCC as in effect in the applicable jurisdiction) in such property to the
      Trustee, which is enforceable with respect to then existing Receivables of
      the
      Additional Accounts, the proceeds (as defined in the UCC as in effect
      in the applicable jurisdiction)
      thereof and Insurance Proceeds relating thereto upon the conveyance of such
      Receivables to the Trustee, and which will be enforceable with respect to the
      Receivables thereafter created in respect of Additional Accounts conveyed
      on such Addition Date, the
      proceeds (as defined in the UCC as in effect in the applicable jurisdiction)
      thereof and Insurance Proceeds relating thereto upon such creation; and (z)
      upon
      the filing of a financing statement as described in Section 2.01
      with respect to such Receivables
      thereafter created in such Additional Accounts and the proceeds (as defined
      in
      the UCC as in effect in the applicable jurisdiction) thereof, and Insurance
      Proceeds relating thereto, upon such creation, the Trustee shall have
      a first priority perfected security
      interest (as defined in the UCC as in effect in the applicable jurisdiction)
      in
      such property (subject to the rules governing proceeds set forth in the UCC
      as
      in effect in the applicable jurisdiction), except for Liens
      permitted under subsection
      2.05(b);

     

    (v)                 the
      Transferor shall deliver an
      Officer’s
      Certificate substantially in the form
      of Schedule 2 to Exhibit
      B to the
      Trustee;

     

    (vi)                 on
      or before the Addition Date,
      the Transferor shall deliver to the
      Trustee (with a copy to each Rating Agency) an
      Opinion of Counsel
      with respect to

     

    
      
        
        

      

      
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    the
      Receivables arising in Accounts
      included as Additional Accounts during the preceding
      three-month period
      substantially in the form of Exhibit E;
      and

     

    (vii)                 if
      (x) with respect to any three-month
      period or with respect to
      any twelve-month period, the aggregate number of Accounts designated to have
      their Receivables added to the Trust shall exceed the applicable Aggregate
      Addition Limit or (y) the Accounts designated to have their Receivables added
      to
      the Trust
      were not originated by the
      Transferor, the Transferor shall have received notice from Standard &
Poor’s,
      Moody’s
      and Fitch that the inclusion pursuant
      to subsection 2.06(b) of accounts as Additional Accounts in excess of the
      applicable Aggregate Addition Limit or not originated
      by the
      Transferor will not result in the reduction or withdrawal of its then existing
      rating of any Series of Investor Certificates then issued and outstanding and
      shall have delivered such notice to the Trustee.

     

    Section
      2.07    Removal of Accounts.

     

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

     

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

     

    (i)                 the
      removal of any Receivables
      of any Removed
      Accounts on any Removal Date shall not, in the reasonable belief of the
      Transferor, cause a Pay Out Event to occur or the Transferor Interest to be
      an
      amount less than zero;

     

    (ii)                 on
      or prior to the Removal Date, the
      Transferor shall have
      delivered to the Trustee for execution a written assignment in substantially
      the
      form of Exhibit
      G (the “Reassignment”) and
      the Transferor shall have,
      within five Business Days after the
      Removal Date, delivered to the Trustee 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 Trustee)
      of all Removed Accounts identified by account number and the aggregate amount
      of
      the Receivables in each
      such Removed
      Account as of the
      Removal Cut-Off
      Date, which list
      shall,
      as of the Removal Date,
      modify and amend and be incorporated into and
      made a part of such Reassignment and
      this Agreement;

     

    (iii)                 the
      Transferor shall represent and
      warrant that (x) no selection procedures believed by the
      Transferor to be
      materially adverse to the interests of the Investor
      Certificateholders were utilized in
      selecting the Removed Accounts to be removed from the Trust and (y) (I) a random
      selection procedure was used by the Transferor in selecting the Removed
      Accounts and only
      one such removal of randomly

     

    
      
        
        

      

      
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    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 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 of Receivables to the Trust 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 and the Transferor
      shall have delivered to the Trustee and each Enhancement Provider an
      Officer’s
      Certificate, dated the Removal Date,
      to that effect;

     

    (iv)                 on
      or prior to the Removal Date,
      the Transferor
      shall have received notice from each Rating
      Agency that such proposed removal
      will not result in a downgrade or withdrawal of its then current rating of
      any
      outstanding Series of the Investor Certificates; and

     

    (v)                 the
      Transferor shall have
      delivered to the
      Trustee an Officer’s
      Certificate confirming the items set
      forth in clauses (i) through (iv) above.  The Trustee may conclusively
      rely on such Officer’s
      Certificate, shall have no duty to
      make inquiries with regard to the matters set forth
      therein and shall
      incur no liability in so relying.

     

    Upon
      satisfaction of the above conditions, the Trustee shall execute and deliver
      the
      Reassignment to the Transferor, and the Receivables from the Removed Accounts
      shall no longer constitute a part of the Trust.

     

    Section
      2.08    Discount
      Receivables.  (a)  The
      Transferor shall designate a fixed percentage (the “Yield Factor”) of all
      Receivables outstanding on any date of determination, other than Periodic
      Finance Charges, Annual Membership Fees, Cash Advance Fees, Late Fees, overlimit
      fees, return check fees and similar fees and other charges and Receivables
      in
      Defaulted Accounts, to be treated as Finance Charge Receivables (“Discount
      Receivables”).  The Yield Factor shall equal zero or such other
      percentage as may be determined pursuant to subclause (c) hereof.

     

    (b)         The
      Transferor, in accordance with
      Section 4.03, shall (i) deposit, or cause to be deposited, into the Collection
      Account in immediately available funds an amount equal to the product
      of
      (x) the Aggregate Investor
      Percentages for all Series with respect to Finance Charge Receivables
      and
      (y) the aggregate amount
      of
      the Discount Receivable Collections processed on such day and (ii) pay to the
      Holder of the Exchangeable
      Transferor Certificate an amount equal to the product of
      (A) the
      Transferor Percentage and
      (B) the aggregate amount
      of
      such Discount Receivable Collections.  The deposit made by the
      Transferor into the Collection Account under the preceding sentence shall be considered
      a payment of such
      Discount Receivables and shall be applied as Finance Charge Receivables in
      accordance with Article IV.

     

    
      
        
        

      

      
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    (c)         The
      Transferor shall have the option to
      increase or decrease the Yield Factor to an amount not greater than
      4%.  The
      Transferor shall provide to the Servicer, the Trustee, any Enhancement Provider
      and the Rating Agency 30 days’
      prior written notice of such
      designation, and such designation shall become effective on the date designated
      therein (i) unless such designation in the reasonable
      belief of the
      Transferor would cause a Pay Out Event to occur, or an event which, with notice
      or the lapse of time or both, would constitute a Pay Out Event and (ii) only
      if
      each Rating Agency shall have delivered a letter to the Transferor
      and the Trustee confirming that
      its then current rating of the Investor Certificates of any Series then
      outstanding will not be reduced or withdrawn as a result of such
      designation.

     

    [End
      of Article II]

    


     

    
      
        
        

      

      
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    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      RECEIVABLES

     

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

     

    (a)         Chase
USA
      agrees to act as the Servicer under
      this Agreement.  The Investor Certificateholders of each Series by
      their acceptance of the related Certificates consent to Chase USA
      acting as Servicer.

     

    (b)         The
      Servicer shall service and
      administer the Receivables and shall collect payments due under the Receivables
      in accordance with its customary and usual servicing procedures for servicing
      credit card receivables comparable to the Receivables and in accordance with
      the Credit Card
      Guidelines and shall have full power and authority, acting alone or through
      any
      party properly designated by it hereunder, to do any and all things in
      connection with such servicing and administration which it may deem
      necessary or
      desirable.  Without limiting the generality of the foregoing and
      subject to Section 10.01, the Servicer is hereby authorized and empowered (i)
      to
      make withdrawals from the Collection Account as set forth in this Agreement,
      (ii) unless such
      power and authority is revoked by the
      Trustee on account of the occurrence of a Servicer Default pursuant to Section
      10.01, to instruct the Trustee to make withdrawals and payments, from the
      Finance Charge Account, the Principal Account and any Series Account,
      in accordance with such
      instructions as set forth in this Agreement, (iii) unless such power and
      authority is revoked by the Trustee on account of the occurrence of a Servicer
      Default pursuant to Section 10.01, to instruct the Trustee in writing,
      as set
      forth in this Agreement, (iv) to
      execute and deliver, on behalf of the Trust for the benefit of the
      Certificateholders, any and all instruments of satisfaction or cancellation,
      or
      of partial or full release or discharge, and all other comparable
      instruments,
      with respect to the Receivables
      and, after the delinquency of any Receivable and to the extent permitted under
      and in compliance with applicable law and regulations, to commence enforcement
      proceedings with respect to such Receivables and (v) to make
      any filings, reports, notices,
      applications, registrations with, and to seek any consents or authorizations
      from the Commission and any state securities authority on behalf of the Trust
      as
      may be necessary or advisable to comply with any federal or state
      securities or reporting
      requirements.  The Trustee agrees that it shall promptly follow the
      instructions of the Servicer to withdraw funds from the Principal Account,
      the
      Finance Charge Account or any Series Account and to take any action required
      under any
      Enhancement at such time as required
      under this Agreement.  The Trustee shall execute at the
      Servicer’s
      written request such documents
      prepared by the Transferor and acceptable to the Trustee as may be necessary
      or
      appropriate to enable the Servicer to carry out its servicing
      and
      administrative duties hereunder.

     

    (c)         In
      the event that the Transferor is
      unable for any reason to transfer Receivables to the Trust in accordance with
      the provisions of this Agreement (including, without limitation, by reason
      of
      the application of the
      provisions of Section 9.02 or the order of any

     

    
      
        
        

      

      
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    federal
      governmental agency having
      regulatory authority over the Transferor or any court of competent jurisdiction
      that the Transferor not transfer any additional Principal Receivables to
the
      Trust) then, in any such event, (A)
      the Servicer agrees to allocate, after such date, all Collections with respect
      to Principal Receivables, and all amounts which would have constituted
      Collections with respect to Principal Receivables but for the Transferor’s
      inability to transfer such Receivables
      (up to an aggregate amount equal to the aggregate amount of Principal
      Receivables in the Trust as of such date) in accordance with subsection 2.05(c);
      (B) the Servicer agrees to apply such amounts as Collections in accordance with
      Article IV; and
      (C) for only so long as all Collections and all amounts which would have
      constituted Collections are allocated and applied in accordance with clauses
      (A)
      and (B) above, Principal Receivables (and
      all amounts which would have constituted Principal
      Receivables
      but for the Transferor’s
      inability to transfer Receivables to
      the Trust)
      that are written off as uncollectible
      in accordance with this Agreement shall continue to be allocated in accordance
      with Article IV,
      and all amounts which would have
      constituted
      Principal Receivables but for the Transferor’s
      inability to transfer Receivables to
      the Trust shall be deemed to be Principal Receivables for the purpose of
      calculating the applicable Investor Percentage
      thereunder.  If
      the Servicer is unable pursuant to any Requirement of Law to allocate payments
      on the Accounts as described above, the Servicer agrees that it shall in any
      such event allocate, after the occurrence of such event, payments on each
      Account with respect to the
      principal balance of such Account
      first to the oldest principal balance of such Account and to have such payments
      applied as Collections in accordance with Article IV.  The parties
      hereto agree that Finance Charge Receivables, whenever created,
      accrued in
      respect of Principal Receivables
      which have been conveyed to the Trust, or which would have been conveyed to
      the
      Trust but for the above described inability to transfer such Receivables, shall
      continue to be a part of the Trust notwithstanding any cessation
      of the transfer of additional
      Principal Receivables to the Trust and Collections with respect thereto shall
      continue to be allocated and paid in accordance with Article
      IV.

     

    (d)         In
      the event that pursuant to subsection
      2.04(d), the Transferor accepts reassignment of an Ineligible
      Receivable as a
      result of a breach of the representations and warranties in subsection 2.04(b)
      relating to such Receivable, then, in any such event, the Servicer agrees to
      account for payments received with respect to such Ineligible
      Receivable separately from its
      accounting for Collections on Principal Receivables retained by the
      Trust.  If payments received from or on behalf of an Obligor are not
      specifically applicable either to an Ineligible Receivable of such Obligor
      reassigned
      to the Transferor or to Receivables of
      such Obligor retained in the Trust, then the Servicer agrees to allocate
      payments proportionately based on the total amount of Principal Receivables
      of
      such Obligor retained in the Trust and the total amount owing by
      such Obligor on any Ineligible
      Receivables purchased by the Transferor, and the portion allocable to any
      Principal Receivables retained in the Trust shall be treated as Collections
      and
      deposited in accordance with the provisions of Article IV.

     

    (e)         The
      Servicer shall not be obligated
      to use separate
      servicing procedures, offices, employees or accounts for servicing the
      Receivables from the procedures, offices, employees and accounts used by the
      Servicer in connection with servicing other credit card receivables.

     

    (f)         The
      Servicer shall maintain fidelity
      bond coverage insuring against losses through wrongdoing of its officers and
      employees who are involved in the servicing of

     

    
      
        
        

      

      
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    credit
      card receivables covering such
      actions and in such amounts as the Servicer believes to be reasonable from time
      to
      time.

     

    Section
      3.02    Servicing
      Compensation.  As
      compensation for its servicing activities hereunder and reimbursement for its
      expenses as set forth in the immediately following paragraph, the Servicer
      shall
      be entitled to receive a monthly servicing fee in respect of any Monthly Period
      prior to the termination of the Trust pursuant to Section 12.01 (with respect
      to
      each Monthly Period, the “Monthly Servicing Fee”).  The share of the
      Monthly Servicing Fee allocable to each Series of Investor Certificateholders
      with respect to any Monthly Period (or portion thereof) shall be payable on
      the
      related Transfer Date and, with respect to each Series (unless otherwise
      provided in the related Supplement), shall be equal to one-twelfth of the
      product of (A) the applicable Series Servicing Fee Percentage per annum and
      (B)
      the Invested Amount of such Series as of the last day of the Monthly Period
      preceding such Transfer Date (the “Investor Monthly Servicing Fee”) and shall be
      paid to the Servicer pursuant to Article IV.  The servicing fee
      payable by the Holder of the Exchangeable Transferor Certificate shall be equal
      to the product of one-twelfth of the product of (I) the Transferor Interest
      and
      (II) the weighted average of the Series Servicing Fee Percentages with respect
      to each Series of Investor Certificates then outstanding (the “Monthly
      Transferor Servicing Fee”).  The Monthly Servicing Fee shall equal the
      sum of (x) the aggregate amount of Investor Monthly Servicing Fees with respect
      to each Series then outstanding and (y) the Monthly Transferor Servicing
      Fee.  The Investor Monthly Servicing Fee with respect to any Series is
      payable in arrears on the related Transfer Date (unless otherwise provided
      in
      the related Supplement) and the Monthly Transferor Servicing Fee is payable
      in
      arrears no later than the last Transfer Date with respect to any Series
      occurring in a Monthly Period.  The Monthly Transferor Servicing Fee
      and, unless otherwise provided in a Supplement, each Investor Monthly Servicing
      Fee, shall be calculated on the basis of a 360-day year consisting of twelve
      30-day months.

     

    The
      Servicer’s expenses include the amounts due to the Trustee pursuant to Section
      11.05 and the reasonable fees and disbursements of independent public
      accountants and all other expenses incurred by the Servicer in connection with
      its activities hereunder; provided, that the Servicer shall not be
      liable for any liabilities, costs or expenses of the Trust, the Investor
      Certificateholders or the Certificate Owners arising under any tax law,
      including without limitation any federal, state or local income or franchise
      taxes or any other tax imposed on or measured by income (or any interest or
      penalties with respect thereto or arising from a failure to comply
      therewith).  The Servicer shall be required to pay such expenses for
      its own account and shall not be entitled to any payment therefor other than
      the
      Monthly Servicing Fee.

     

    Section
      3.03    Representations and
      Warranties of the
      Servicer.  Chase
      USA, as initial Servicer, hereby makes, as of the Amendment Closing Date, and
      any Successor Servicer by its appointment hereunder shall make, as of the date
      of such appointment, the following representations and warranties on which
      the
      Trustee has relied in accepting the Receivables in trust and in authenticating
      the Certificates:

     

    (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 of America and has full corporate power, authority
      and legal right to own its
      properties and conduct its credit card business as such properties are at
      present owned and such

     

    
      
        
        

      

      
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    business
      is at present 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 have been duly authorized by the Servicer
      by all
      necessary corporate 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
      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.

     

    (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 court, regulatory body, administrative agency
      or
      other tribunal or governmental instrumentality seeking to prevent the issuance
      of the Certificates or the consummation of any of the transactions
      contemplated by this
      Agreement, seeking any determination or ruling that, in the reasonable judgment
      of the Servicer, would materially and adversely affect the performance by the
      Servicer of its obligations under this Agreement, or seeking any determination
      or ruling that would
      materially and adversely affect the validity or enforceability of this
      Agreement.

     

    (g)         Compliance
      with Requirements of
      Law.  The
      Servicer shall duly satisfy all obligations on its part to be fulfilled under
      or
      in connection with each
      Receivable and the related Account, will maintain in effect all qualifications
      required under Requirements of Law in order to service properly each Receivable
      and the related Account and will comply in all material respects with all other
      Requirements
      of Law in connection with servicing
      each Receivable and the related Account the failure to comply with which would
      have a material adverse effect on the Certificateholders or any Enhancement
      Provider.

     

    (h)         Protection
      of
      Certificateholders’
      Rights.  The Servicer
      shall take no action which, nor omit
      to take any action the omission of which, would impair the rights
      of

     

    
      
        
        

      

      
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    Certificateholders
      in any Receivable or
      the related Account or the rights of any Enhancement Provider, nor shall it
      reschedule, revise or defer payments
      due on any Receivable except in
      accordance with the Credit Card Guidelines.

     

    (i)         All
      Consents.  All authorizations,
      consents, order 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.

     

    (j)         Rescission
      or
      Cancellation.  The Servicer shall
      not
      permit any rescission or cancellation of 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.

     

    (k)         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 an instrument or chattel paper (as
      defined in the UCC as in
      effect in the State of Delaware).

     

    Section
      3.04    Reports and Records
      for the
      Trustee.

     

    (a)         Daily
      Reports.  On each Business
      Day, the
      Servicer, with prior notice, shall prepare and make available at the office
      of
      the Servicer for inspection by the Trustee a record setting forth
      (i) the
      aggregate amount of Collections processed by the Servicer on the preceding
      Business Day and (ii) the aggregate amount of Receivables as of the close of
      business on the preceding Business Day.

     

    (b)         Monthly
      Servicer’s
      Certificate. Unless
      otherwise stated in the related
      Supplement with respect to any Series, on each Determination Date the Servicer
      shall forward, as provided in Section 13.05, to the Trustee, the Paying Agent,
      any Enhancement Provider and each Rating Agency, a certificate
      of a Servicing Officer in the form
      of Exhibit
      C (which includes
      the
      Schedule thereto specified as such in each Supplement) setting forth (i) the
      aggregate amount of Collections processed during the preceding Monthly Period,
      (ii) the aggregate amount of the applicable Investor
      Percentage of
      Collections of Principal Receivables processed by the Servicer pursuant to
      Article IV during the preceding Monthly Period with respect to each Series
      then
      outstanding, (iii) the aggregate amount of the applicable Investor
      Percentage of Collections of
      Finance Charge Receivables processed by the Servicer pursuant to Article IV
      during the preceding Monthly Period with respect to each Series then
      outstanding, (iv) the aggregate amount of Principal Receivables
      outstanding as
      of the end of the last day of the
      preceding Monthly Period, (v) the balance on deposit in the Finance Charge
      Account and the Principal Account or any Series Account applicable to any Series
      then outstanding on such Determination Date with respect to Collections
      processed by the Servicer
      during the preceding Monthly Period, (vi) the aggregate amount, if any, of
      withdrawals, drawings or payments under any Enhancement, if any, for each Series
      then outstanding required to be made with respect to the previous
      Monthly Period in the manner provided
      in the related Supplement, (vii) the sum of all amounts payable to the Investor
      Certificateholders of each Series on the succeeding

     

    
      
        
        

      

      
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    Distribution
      Date in respect of
      Certificate Principal and Certificate Interest and (viii)
      such other matters as are set forth
      in Exhibit
      C.

     

    Section
      3.05    Annual Servicer’s
      Certificate.

     

    (a)         Servicer
      Compliance
      Statement.  Within the earlier
      of 90
      days after the end of each fiscal year of the Servicer or such date as required
      by Regulation AB, beginning after the end of fiscal year
      2006, the
      Servicer will deliver to the Trustee, any Enhancement Provider and each Rating
      Agency, the statement of compliance required under Item 1123 of Regulation
      AB
      with respect to such fiscal year ,
      which statement shall be in
      the form of an
      Officer’s
      Certificate of the Servicer to the
      effect that (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 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 Investor
      Certificateholder by a request in writing to the 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
      will
      deliver to the Trustee, any
      Enhancement Provider and each Rating Agency, a report of compliance with
      servicing criteria required under Item 1122 of Regulation AB with respect to
      such fiscal year, which report will be in the form of an Officer’s
      Certificate of the Servicer
      to the effect that (i)
      the
      Servicer is responsible for assessing compliance with the servicing obligations
      under this Agreement; (ii) the Servicer has used the criteria in paragraph
      (d)
      of Item 1122 of Regulation AB to assess compliance with the servicing
obligations
      under this Agreement; (iii)
      the Servicer has assessed compliance with the servicing obligations under this
      Agreement as of and for the period ending the end of such fiscal year and has
      disclosed any material instance of noncompliance identified by
      the Servicer; and (iv) a registered
      public accounting firm has issued an attestation report on the
      Servicer’s
      assessment of compliance with
      the servicing
      obligations under this
      Agreement as of and for the period ending the end of such fiscal
      year.  A
      copy of such report
      may be obtained by any Investor
      Certificateholder by a request in writing to the Trustee addressed to the
      Corporate Trust Office.

     

    Section
      3.06    Annual Independent
      Accountants’
      Servicing
      Report.

     

    (a)         Within
the  earlier
      of 90 days after the end of each
      fiscal year of the Servicer
      or such date as required by Regulation AB, beginning after the end of fiscal
      year 2006, the Servicer shall cause a registered public accounting firm (who
      may
      also render other services to the Servicer or the Transferor) to furnish
to
      the Trustee, any Enhancement Provider
      and each Rating Agency an attestation report on each assessment of compliance
      with the servicing criteria with respect to the Servicer
      or any
      Affiliate thereof during
      the related fiscal year delivered by such accountants pursuant to Rule
      13(a)-18 or Rule
      15(d)-18 of the Exchange Act and Item 1122 of Regulation AB.

     

    
      
        
        

      

      
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    (b)         [RESERVED].

     

    Section
      3.07    Tax Treatment.  The
      Transferor has structured this Agreement and, unless otherwise specified in
      the
      related Supplement with respect to any Class of Investor Certificates, the
      Investor Certificates with the intention that the Investor Certificates will
      qualify under applicable federal, state, local and foreign tax law as
      indebtedness.  Unless otherwise specified in the related Supplement
      with respect to any Class of Investor Certificates, the Transferor, the
      Servicer, the Holder of the Exchangeable Transferor Certificate, each Investor
      Certificateholder, and each Certificate Owner, agree to treat and to take no
      action inconsistent with the treatment of the Investor Certificates (or
      beneficial interest therein) as indebtedness for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income.  Unless otherwise specified in the related
      Supplement with respect to any Class of Investor Certificates, each Investor
      Certificateholder, by its acceptance of its Certificate, and the Holder of
      the
      Exchangeable Transferor Certificate, by acquisition of its interest in the
      Transferor Interest, and each Certificate Owner, by acquisition of a beneficial
      interest in a Certificate, agree to be bound by the provisions of this Section
      3.07.  Unless otherwise specified in the related Supplement with
      respect to any Class of Investor Certificates, each Certificateholder agrees
      that it will cause any Certificate Owner acquiring an interest in a Certificate
      through it to comply with this Agreement as to treatment as indebtedness under
      applicable tax law, as described in this Section 3.07.  Furthermore,
      the Trustee shall treat the Trust as a security device only, and shall not
      file
      tax returns or obtain an employer identification number on behalf of the
      Trust.

     

    Section
      3.08    Notices to the
      Transferor.  Any
      Successor Servicer appointed pursuant to Section 10.02 shall deliver or make
      available to the Transferor each certificate and report required to be prepared,
      forwarded or delivered thereafter pursuant to Sections 3.04, 3.05 and
      3.06.

     

    [End
      of Article III]

    


     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    RIGHTS
      OF CERTIFICATEHOLDERS AND ALLOCATION

    AND
      APPLICATION OF COLLECTIONS

     

    Section
      4.01    Rights of
      Certificateholders.  Each
      Series of Investor Certificates shall represent Undivided Interests in the
      Trust, including the benefits of any Enhancement issued with respect to such
      Series and the right to receive the Collections and other amounts at the times
      and in the amounts specified in this Article IV to be deposited in the Investor
      Accounts or to be paid to the Investor Certificateholders of such Series;
provided, however, that the aggregate interest represented by such
      Certificates at any time in the Principal Receivables shall not exceed an amount
      equal to the Invested Amount at such time.  The Exchangeable
      Transferor Certificate or, as the case may be, the uncertificated interest
      in
      the Transferor Interest shall represent the remaining undivided interest in
      the
      Trust, including the right to receive the Collections and other amounts at
      the
      times and in the amounts specified in this Article IV to be paid to the Holder
      of the Exchangeable Transferor Certificate; provided, however,
      that if the Transferor elects to have its interest in the Transferor Interest
      be
      uncertificated as provided in Section 6.01, then such uncertificated interest
      shall represent the Transferor Interest; provided, further, that
      the aggregate interest represented by such Exchangeable Transferor Certificate
      in the Principal Receivables or, as the case may be, the aggregate
      uncertificated interest of the Transferor in the Principal Receivables, shall
      not exceed the Transferor Interest at any time and such Exchangeable Transferor
      Certificate or, as the case may be, such uncertificated interest shall not
      represent any interest in the Investor Accounts, except as provided in this
      Agreement, or have the benefit of any Enhancement issued with respect to any
      Series.

     

    Section
      4.02    Establishment of
Accounts.

     

    (a)         The
      Collection
      Account.  The
      Servicer, for the benefit of the Certificateholders, shall establish in the
      name
      of the Trustee, on behalf of the Trust, a non-interest bearing segregated
      account (the “Collection
      Account”)
      bearing a designation clearly indicating that the
      funds deposited
      therein are held in trust for the benefit of the Certificateholders, and shall
      cause such Collection Account to be established and maintained, (i) in a
      segregated trust account with the corporate trust department of a
      depository institution or trust
      company (which may include the Trustee or an Affiliate of the Servicer)
      organized under the laws of the United States of America or any one of the
      states thereof or the District of Columbia and with deposit insurance
      provided
      by BIF or SAIF which at all times
      maintains a long-term deposit rating of at least “Baa3”
      by Moody’s
      and having corporate trust powers and
      acting as trustee for funds deposited therein; provided,
however,
      that such account need not be
      maintained as a segregated
      trust account with the corporate trust department of such institution if at
      all
      times the certificates of deposit, short-term deposits or commercial paper
      or
      the long-term unsecured debt obligations (other than such obligation whose
      rating is based
      on collateral or on the credit of a
      Person other than such institution or trust company) of such depository
      institution or trust company shall have a credit rating from Moody’s
      and Standard & Poor’s
      of “P-1”
      and “A-1+,”
      respectively, in the case of the
certificates of deposit,
      short-term deposits or commercial paper, or a rating from Moody’s
      of at least “Aa2”
      and from Standard &
Poor’s
      of “AAA”
      in the case of the long-term unsecured
      debt obligations, or (ii) with a depository institution, which
      may

     

    
      
        
        

      

      
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    include
      the Trustee, which is acceptable to
      the Rating Agency (a “Qualified
      Institution”);
provided,
further,
      that upon the insolvency of the
      Servicer, the Collection Account shall not be permitted to be maintained with
      the Servicer.  The Collection Account shall be under the “control”
      (within the meaning of Sections 8-106
      and 9-104 of the UCC as in effect in the applicable jurisdiction) of the
      Trustee.  Pursuant to authority granted to it pursuant to subsection
      3.01(b), the Servicer shall have the revocable power to withdraw funds
      from the Collection
      Account for the purposes of carrying out its duties
      hereunder.

     

    (b)         The
      Finance Charge and Principal
      Accounts.  The Trustee, for
      the
      benefit of the Investor Certificateholders, shall establish and maintain with
      the Trustee in the name of
      the Trustee two segregated trust accounts (the “Finance
      Charge
      Account”
      and the “Principal
      Account,”
      respectively), bearing a designation
      clearly indicating that the funds therein are held for the benefit of the
      Investor Certificateholders.  The Trustee shall possess
      all right, title and interest in all funds on deposit from time to time in
      the
      Finance Charge Account and the Principal Account and in all proceeds
      thereof.  The Finance Charge Account and the Principal Account shall
      be under the
      sole dominion and “control”
      (within the meaning of Sections 8-106
      and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee
      for the benefit of the Investor Certificateholders.  Pursuant to
      authority granted to it hereunder, the Servicer shall have the
      revocable power
      to instruct the Trustee to withdraw funds from the Finance Charge Account and
      the Principal
      Account for the purpose of
      carrying out the Servicer’s
      or the Trustee’s
      duties hereunder.  The
      Trustee at all times shall maintain accurate records
      reflecting each
      transaction in the Principal Account and the Finance Charge Account and that
      funds held therein shall at all times be held in trust for the benefit of the
      Investor Certificateholders.

     

    (c)         The
      Distribution
      Account.  The
      Trustee, for the benefit
      of
      the Investor Certificateholders, shall cause to be established and maintained
      in
      the name of the Trustee, with an office or branch of a Qualified Institution
      (other than the Transferor), a non-interest bearing segregated demand
      deposit
      account (the “Distribution
      Account”)
      bearing a designation clearly
      indicating that the funds deposited therein are held in trust for the benefit
      of
      the Investor Certificateholders.  The Trustee shall possess all right,
      title and interest in all funds on deposit from time
      to time in the
      Distribution Account and in all proceeds thereof.  The Distribution
      Account shall be under the sole dominion and “control”
      (within the meaning of Sections 8-106
      and 9-104 of the UCC as in effect in the applicable jurisdiction) of the Trustee
      for the benefit
      of the Investor Certificateholders.

     

    (d)         Administration
      of the Investor
      Accounts.  Funds on deposit
      in the
      Principal Account and the Finance Charge Account shall at all times be invested
      in Permitted Investments.  Any such investment shall mature
      and such funds
      shall be available for withdrawal on or prior to the Transfer Date following
      the
      Record Date occurring in the Monthly Period in which such funds were processed
      for collection.  The Trustee shall maintain for the benefit
      of the Investor Certificateholders
      possession of the negotiable instruments or securities evidencing the Permitted
      Investments described in clause (a) of the definition thereof from the time
      of
      purchase thereof until the time of sale or maturity; provided, that
      no such investment shall be disposed of
      prior to its maturity date.  At the end of each month, all interest
      and earnings (net of losses and investment expenses) on funds on deposit in
      the
      Principal Account and the Finance Charge Account shall be deposited by the Trustee
      in a separate
      deposit account with a Qualified Institution in the name of the Servicer, or
      a
      Person designated in writing by the Servicer, which

     

    
      
        
        

      

      
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    shall
      not constitute a part of the
      Trust, or shall otherwise be turned over by the Trustee
      to the Servicer not less frequently
      than monthly.  Subject to the restrictions set forth above, the
      Servicer, or a Person designated in writing by the Servicer, of which the
      Trustee shall have received written notification thereof, shall have the
      authority
      to instruct the Trustee with
      respect to the investment of funds on deposit in the Principal Account and
      the
      Finance Charge Account.  For purposes of determining the availability
      of funds or the balances in the Finance Charge Account and the
      Principal
      Account for any reason under this
      Agreement, all investment earnings on such funds shall be deemed not to be
      available or on deposit.

     

    Section
      4.03    Collections and
      Allocations.

     

    (a)         Collections.  Except
      as provided below,
      the Servicer shall deposit all Collections in the Collection Account as
      promptly as
      possible after the Date of Processing of such Collections, but in no event
      later
      than the second Business Day following such Date of
      Processing.  Immediately upon the occurrence of the insolvency of the
      Servicer and thereafter,
      the Servicer shall deposit all
      Collections into the Collection Account which shall be established and
      maintained with a Qualified Institution other than the Servicer in accordance
      with subsection 4.02(a), and in no such event shall the Servicer
      deposit
      any Collections thereafter into any
      account established, held or maintained with the Servicer.

     

    The
      Servicer shall allocate such
      amounts to each Series of Investor Certificates and to the Holder of the
      Exchangeable Transferor Certificate in accordance with this Article IV and
      shall
      withdraw the required amounts from the Collection Account or pay such amounts
      to
      the Holder of the Exchangeable Transferor Certificate in accordance with this
      Article IV, in both cases as modified by any Supplement.  The Servicer
      shall make such deposits or payments on the date indicated therein by wire
      transfer or as otherwise provided in the Supplement for any Series of
      Certificates with respect to such Series.

     

    Notwithstanding
      anything in this Agreement to the contrary, for so long as, and only so long
      as,
      Chase USA shall remain the Servicer hereunder, and (x) (i) the Servicer provides
      to the Trustee a letter of credit or other form of Enhancement covering the
      risk
      of collection of the Servicer, and (ii) the Transferor shall not have received
      a
      notice from any Rating Agency that such a letter of credit or other form of
      Enhancement would result in the lowering or withdrawal of such Rating Agency’s
      then-existing rating of the Investor Certificates, or (y) the Servicer shall
      have and maintain a certificate of deposit or short-term deposit rating of
“P-1”
by Moody’s and of “A-1” by Standard & Poor’s and deposit insurance provided
      by BIF or SAIF, the Servicer need not deposit Collections into the Collection
      Account, the Principal Account, the Finance Charge Account or any Series
      Account, as provided in any Supplement, or make payments to the Holder of the
      Exchangeable Transferor Certificate, as provided in Article IV, but may make
      such deposits, payments and withdrawals on each Transfer Date in an amount
      equal
      to the net amount of such deposits, payments and withdrawals which would have
      been made but for the provisions of this paragraph.

     

    (b)         Allocations
      for the Exchangeable
      Transferor Certificate.  Throughout the existence
      of
      the Trust, unless otherwise
      stated in any Supplement, the Servicer shall allocate to the Holder of the
      Exchangeable Transferor Certificate an amount equal to the product of (A) the
      Transferor Percentage and (B) the aggregate amount of such
      Collections

     

    
      
        
        

      

      
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    allocated
      to Principal
      Receivables and Finance Charge
      Receivables, respectively, in respect of each Monthly Period; provided,
however,
      that amounts payable to the Holder of
      the Exchangeable Transferor Certificate pursuant to this clause (b) shall
      instead be deposited in the
      Collection Account to the extent that the Transferor Interest is less than
      the
      Minimum Transferor Interest.  Notwithstanding anything in this
      Agreement to the contrary, unless otherwise stated in any Supplement, the
      Servicer need not deposit this amount or
      any other amounts so allocated to the
      Exchangeable Transferor Certificate pursuant to any Supplement into the
      Collection Account and shall pay, or be deemed to pay, such amounts as collected
      to the Holder of the Exchangeable Transferor Certificate.

     

    (c)         Adjustments
      for Miscellaneous Credits and
      Fraudulent Charges.  The Servicer shall
      be
      obligated to reduce on a net basis each Monthly Period the aggregate amount
      of
      Principal Receivables used to calculate the Transferor Interest as provided
      in
      this subsection 4.03(c) (a
“Credit
      Adjustment”)
      with respect to any Principal
      Receivable (i) which was created in respect of merchandise refused or returned
      by the Obligor thereunder or as to which the Obligor thereunder has asserted
      a
      counterclaim or defense, (ii) which is reduced by the Servicer
      by any rebate,
      refund, charge-back or adjustment (including Servicer errors) or (iii) which
      was
      created as a result of a fraudulent or counterfeit charge.

     

    In
      the event that the inclusion of the amount of a Credit Adjustment in the
      calculation of the Transferor Interest would cause the Transferor Interest
      to be
      an amount less than zero, the Transferor shall make a deposit, no later than
      the
      Business Day following the Date of Processing of such Credit Adjustment, in
      the
      Principal Account (for allocation as a Principal Receivable pursuant to Article
      IV) in immediately available funds in an amount equal to the amount by which
      such Credit Adjustment exceeds the Transferor Interest on such Date of
      Processing (each such deposit, an “Adjustment Payment”).

     

    (d)         Reconveyance
      of Receivables in
      Defaulted Accounts.  Unless otherwise
      provided
      in any Supplement, in consideration of receiving Recoveries as provided
      in
      subsection 4.03(g) hereof,
      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 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 an asset of the Trust.

     

    (e)         Allocation
      for Series.  On each Determination
      Date,
      Collections for the preceding Monthly Period shall be allocated to each Series
      as follows.  Each Series’
      allocable share of such Collections in
      respect of Finance Charge Receivables, Principal Receivables and Principal Receivables
      in Defaulted
      Accounts, respectively, shall be determined by multiplying the aggregate amount
      of such Collections by such Investor Percentage with respect to such type of
      Receivables and such Monthly Period.  Adjustment Payments and
      Unallocated
      Principal Collections shall be
      allocated on each Determination Date to each Series in the same manner as
      Collections of Principal Receivables.  The Servicer shall, prior to
      the close of business on the day any Collections are deposited into
      the Collection Account, withdraw
      the required
      amounts from the Collection Account and deposit such amounts into the Principal
      Account or the Finance

     

    
      
        
        

      

      
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    Charge
      Account or pay such amounts to
      the Holder of the Exchangeable Transferor Certificate in accordance with
      the
      provisions of Article
      IV.

     

    (f)         Unallocated
      Principal
      Collections.  If, pursuant to any
      provisions of Article IV, Collections allocated to Principal Receivables with
      respect to any Series would cause such Series (a “Retired
      Series”)
      to be paid in full or if,
      pursuant to such
      provisions, Collections of Principal Receivables are allocated to the Holder
      of
      the Exchangeable Transferor Certificate and the Transferor Interest is equal
      to
      or less than the Minimum Transferor Interest or the payment of such amount
      to
      the
      Transferor would cause the Transferor
      Interest to be equal to or less than the Minimum Transferor Interest (any such
      Collections being referred to as “Allocated
      Collections”)
      or any Adjustment Payment is made, any
      Collections of Principal Receivables allocated to a Retired Series
      in excess of
      the amount required to pay such Series in full, or to the Transferor Interest
      if
      the Transferor Interest is or would be caused to be less than the Minimum
      Transferor Interest or any Adjustment Payment (“Unallocated
      Principal Collections”)
      shall be retained in the Collection
      Account.  If on any Business Day following a Business Day on which
      Unallocated Principal Collections were retained in the Collection Account the
      Transferor Interest is greater than the Minimum Transferor Interest, such
      Unallocated
      Principal Collections may be released to the Holder of the Exchangeable
      Transferor Certificate.  On each Transfer Date with respect to each
      Series in the Monthly Period succeeding the Monthly Period in which Unallocated
      Principal
      Collections were retained in the
      Collection Account, such Unallocated Principal Collections shall be reallocated
      to outstanding Series (any such allocation, an “Excess
      Amount Principal
      Allocation,”
      and any such Series, an “Outstanding
      Series”).  Any
      Excess Amount Principal Allocation
      shall be performed assuming
      that (A) the
      characterization
      of Unallocated Principal Collections as
      Principal Receivables shall
      not be altered, (B) the
      Investor Percentages with respect to any Outstanding Series shall be
recalculated assuming
      that
      the Retired Series has been retired and that only the Outstanding Series are outstanding,
      (C) Allocated Collections
      have been paid to the
      Retiring Series, (D) if the
      payment of Allocated Collections as described above causes a Pay Out Event to occur,
      Unallocated
      Principal Collections shall be allocated as if such Pay Out Event has occurred
      and
      (E) the Unallocated
      Principal Collections available on any Transfer Date with respect to any Series
      shall be applied as if they were available on the last Business
      Day of the
      preceding Monthly Period.  On each Transfer Date immediately preceding
      each Distribution Date related to the Amortization Period for any Series,
      Unallocated Principal Collections will be deposited in the Principal
      Account
      for such Series to the extent of the
      lesser of (x) the Principal Shortfall on the last Business Day of the preceding
      Monthly Period for such Series and (y) the aggregate amount of Unallocated
      Principal Collections retained in the Collection Account on such
      day.  If more than one
      Series is in its Amortization Period, Unallocated Principal Collections retained
      in the Collection Account shall be allocated to each outstanding Series
pro
      rata based on the
      Principal Shortfall, if any, for each such Series on the last Business Day of
      the preceding
      Monthly Period, and then, at the option of the Transferor, any remainder may
      be
      applied as principal with respect to any Series of variable funding
      certificates.  The Servicer shall pay any remaining Unallocated
      Principal
      Collections on such Transfer Date to
      the Transferor; provided, that
      if the Transferor Interest as
      determined on such Business Day does not exceed the Minimum Transferor Interest,
      then such remaining Unallocated Principal Collections shall be deposited
      in the Collection Account
      in an amount equal to the lesser of (i) the remaining Unallocated Principal
      Collections and (ii) the excess of the Minimum Transferor Interest over the
      Transferor Interest on such Business Day.

     

    
      
        
        

      

      
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    (g)         Recoveries.  On
      or prior to the
      earliest Determination Date
      in each Monthly Period, the Transferor shall notify the Servicer of the amount
      of Recoveries to be included as Collections with respect to the preceding
      Monthly Period.  On the earliest Transfer Date in each Monthly Period,
      the Transferor
      shall pay to the Servicer and the
      Servicer shall deposit into the Collection Account, the amount of Recoveries
      to
      be so included as 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 Principal Account or the Finance Charge
      Account for the benefit of any Series pursuant to the provisions of Article
      IV
      of this Agreement or any Series Supplement and any such amount that is not
      so
      deposited shall be paid to the
      Transferor.

     

    (h)         Interchange.  On
      or prior to the earliest
      Determination Date in each Monthly Period, Chase USA
      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 earliest Transfer Date in each
      Monthly Period, Chase
USA
      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 Finance Charge
      Account for the benefit of
      any Series pursuant to the provisions of Article IV of this Agreement or any
      Series Supplement and any such amount that is not so deposited shall be paid
      to
      the Transferor.

     

    [THE
      REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE

    SPECIFIED
      IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]

     

    [End
      of Article IV]

    


     

    
      
        
        

      

      
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    ARTICLE
      V

     

    [ARTICLE
      V IS RESERVED AND SHALL BE SPECIFIED

    IN
      ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]

     

    [End
      of Article V]

    


     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    Section
      6.01    The
      Certificates.  Subject
      to Sections 6.10 and 6.13, the Investor Certificates of each Series and any
      Class thereof may be issued in bearer form (the “Bearer Certificates”) with
      attached interest coupons and a special coupon (collectively, the “Coupons”) or
      in fully registered form (the “Registered Certificates”), and shall be
      substantially in the form of the exhibits with respect thereto attached to
      the
      related Supplement.  The Transferor may elect at any time, by written
      notice to the Trustee, to have its interest in the Transferor Interest be (i)
      an
      uncertificated interest or (ii) evidenced by an Exchangeable Transferor
      Certificate in certificated form.  If the Transferor elects to have
      its interest in the Exchangeable Transferor Interest be uncertificated, it
      shall
      deliver to the Trustee for cancellation any Exchangeable Transferor Certificate
      previously issued.  If the Transferor elects to have its interest in
      the Transferor Interest be evidenced by an Exchangeable Transferor Certificate
      in certificated form, the Exchangeable Transferor Certificate shall be issued
      pursuant hereto or to Section 6.09 or Section 6.10, substantially in the form
      of
Exhibit A and shall upon issue be executed and delivered by the
      Transferor to the Trustee for authentication and redelivery as provided in
      Sections 2.01 and 6.02.  The Investor Certificates shall, upon issue
      pursuant hereto or to Section 6.09 or Section 6.10, be executed and delivered
      by
      the Transferor to the Trustee for authentication and redelivery as provided
      in
      Section 2.01 and Section 6.02.  Any Investor Certificate shall be
      issuable in a minimum denomination of $1,000 Undivided Interest and integral
      multiples thereof, unless otherwise specified in any Supplement, and shall
      be
      issued upon original issuance in an original principal amount equal to the
      Initial Invested Amount.  The Exchangeable Transferor Certificate, if
      applicable, shall be issued as a single certificate.  Each Certificate
      shall be executed by manual or facsimile signature on behalf of the Transferor
      by its President or any Vice President.  Certificates bearing the
      manual or facsimile signature of the individual who was, at the time when such
      signature was affixed, authorized to sign on behalf of the Transferor or the
      Trustee shall not be rendered invalid, notwithstanding that such individual
      has
      ceased to be so authorized prior to the authentication and delivery of such
      Certificates or does not hold such office at the date of such
      Certificates.  No Certificate shall be entitled to any benefit under
      this Agreement, or be valid for any purpose, unless there appears on such
      Certificate a certificate of authentication substantially in the form provided
      for herein, executed by or on behalf of the Trustee by the manual signature
      of a
      duly authorized signatory, and such certificate upon any Certificate shall
      be
      conclusive evidence, and the only evidence, that such Certificate has been
      duly
      authenticated and delivered hereunder.  All Certificates shall be
      dated the date of their authentication except Bearer Certificates which shall
      be
      dated the applicable New Issuance Date.

     

    Section
      6.02    Authentication
      of
      Certificates.  Contemporaneously
      with the initial assignment and transfer of the Receivables, whether now
      existing or hereafter created (other than Receivables in Additional Accounts)
      and the other components to the Trust, the Trustee shall authenticate and
      deliver the initial Series of Investor Certificates, upon the written order
      of
      the Transferor, to the underwriters for the sale of the Book-Entry Certificates
      evidenced by such Investor Certificates, and against payment to the Transferor
      of the Initial Invested Amount (net of any purchase or underwriting
      discount).  Upon the receipt of such payment and the issuance
      of

     

    
      
        
        

      

      
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    the
      Investor Certificates, such Investor Certificates shall be fully paid and
      non-assessable.  If the Transferor elects to have its interest in the
      Transferor Interest be evidenced by an Exchangeable Transferor Certificate
      in
      certificated form, the Trustee shall authenticate and deliver the Exchangeable
      Transferor Certificate to the Transferor simultaneously with its delivery to
      the
      Transferor of the initial Series of Investor Certificates.  Upon an
      Exchange as provided in Section 6.09 and the satisfaction of certain other
      conditions specified therein, the Trustee shall authenticate and deliver the
      Investor Certificates of additional Series (with the designation provided in
      the
      related Supplement), upon the order of the Transferor, to the persons designated
      in such Supplement.  Upon the order of the Transferor, the
      Certificates of any Series shall be duly authenticated by or on behalf of the
      Trustee, in authorized denominations equal to (in the aggregate) the Initial
      Invested Amount of such Series of Investor Certificates.  If specified
      in the related Supplement for any Series, the Trustee shall authenticate and
      deliver outside the United States of America the Global Certificate that is
      issued upon original issuance thereof, upon the written order of the Transferor,
      to the Depository against payment of the purchase price therefor.  If
      specified in the related Supplement for any Series, the Trustee shall
      authenticate Book-Entry Certificates that are issued upon original issuance
      thereof, upon the written order of the Transferor, to a Clearing Agency or
      its
      nominee as provided in Section 6.10 against payment of the purchase price
      thereof.

     

    Section
      6.03    Registration of Transfer
      and Exchange
      of Certificates.

     

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

     

    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Transfer Agent and Registrar, the Transferor shall execute,
      subject to the provisions of subsection 6.03(c), and the Trustee shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates in authorized denominations of like
      aggregate Undivided Interests; provided, that the provisions of
      this paragraph shall not apply to Bearer Certificates.

     

    
      
        
        

      

      
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    At
      the option of an Investor Certificateholder, Investor Certificates may be
      exchanged for other Investor Certificates of the same Series in authorized
      denominations of like aggregate Undivided Interests, upon surrender of the
      Investor Certificates to be exchanged at any such office or
      agency.  At the option of any Holder of Registered Certificates,
      Registered Certificates may be exchanged for other Registered Certificates
      of
      the same Series in authorized denominations of like aggregate Undivided
      Interests in the Trust, upon surrender of the Registered Certificates to be
      exchanged at any office or agency of the Transfer Agent and Registrar maintained
      for such purpose.  At the option of a Holder of a Bearer Certificate,
      subject to applicable laws and regulations (including without limitation, the
      Bearer Rules), Bearer Certificates may be exchanged for other Bearer
      Certificates or Registered Certificates of the same Series in authorized
      denominations of like aggregate Undivided Interests in the Trust, in the manner
      specified in the Supplement for such Series, upon surrender of the Bearer
      Certificates to be exchanged at an office or agency of the Transfer Agent and
      Registrar located outside the United States of America.  Each Bearer
      Certificate surrendered pursuant to this Section 6.03 shall have attached
      thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer
      Certificate so surrendered after the close of business on the Record Date
      preceding the relevant Distribution Date after the related Series Termination
      Date need not have attached the Coupons relating to such Distribution
      Date.

     

    Whenever
      any Investor Certificates of any Series are so surrendered for exchange, the
      Transferor shall execute, and the Trustee shall authenticate and (unless the
      Transfer Agent and Registrar is different from the Trustee, in which case the
      Transfer Agent and Registrar shall) deliver, the Investor Certificates of such
      Series which the Certificateholder making the exchange is entitled to
      receive.  Every Investor Certificate presented or surrendered for
      registration of transfer or exchange shall be accompanied by a written
      instrument of transfer in a form satisfactory to the Trustee and the Transfer
      Agent and Registrar duly executed by the Certificateholder thereof or his
      attorney-in-fact duly authorized in writing.

     

    The
      preceding provisions of this Section 6.03 notwithstanding, the Trustee or the
      Transfer Agent and Registrar, as the case may be, shall not be required to
      register the transfer of or exchange any Investor Certificate of any Series
      for
      a period of 15 days preceding the due date for any payment with respect to
      the
      Investor Certificates of such Series.

     

    Unless
      otherwise provided in the related Supplement, no service charge shall be made
      for any registration of transfer or exchange of Certificates, but the Transfer
      Agent and Registrar may require payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in connection with any transfer
      or
      exchange of Certificates.

     

    All
      Investor Certificates (together with any Coupons attached to Bearer
      Certificates) surrendered for registration of transfer and exchange shall be
      canceled by the Transfer Agent and Registrar and disposed of in a manner
      satisfactory to the Trustee.  The Trustee shall cancel and destroy the
      Global Certificate upon its exchange in full for Definitive Certificates and
      shall deliver a certificate of destruction to the Transferor.  Such
      certificate shall also state that a certificate or certificates of each Foreign
      Clearing Agency to the effect referred to in Section 6.12 was received with
      respect to each portion of the Global Certificate exchanged for Definitive
      Certificates.

     

    
      
        
        

      

      
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    The
      Transferor shall execute and deliver to the Trustee or the Transfer Agent and
      Registrar, as applicable, Bearer Certificates and Registered Certificates in
      such amounts and at such times as are necessary to enable the Trustee to fulfill
      its responsibilities under this Agreement and the Certificates.

     

    (b)         Except
      as provided in Section 6.09
      or 7.02 or in any
      Supplement, in no event shall the Exchangeable Transferor Certificate or any
      interest therein or, as the case may be, the uncertificated interest in the
      Transferor Interest or any interest therein, be transferred, sold,
      exchanged, pledged, participated or
      otherwise assigned hereunder, in whole or in part, unless the Transferor shall
      have consented in writing to such transfer and unless the Trustee shall have
      received (x) an Opinion of Counsel that such transfer (i) does
      not adversely affect the conclusions
      reached in any of the federal income tax opinions dated the applicable Closing
      Date issued in connection with the original issuance of any Series of Investor
      Certificates and (ii) will not cause the Trust to be deemed
      to be an association or “publicly
      traded partnership”
      (within the meaning of Section 7704(b)
      of the Internal Revenue Code) taxable as a corporation and (y) with respect
      to
      any such transfer, sale, exchange, pledge, participation or assignment to an
      entity which is not an
      Affiliate of the Transferor, confirmation in writing from each Rating Agency
      that such transfer will not result in a lowering or withdrawal of its
      then-existing rating of any Series of Investor Certificates.  The
      Transferor shall give each
      Rating Agency notice of any such
      transfer, sale, exchange, pledge, participation or assignment to an Affiliate
      of
      the Transferor.

     

    (c)         Unless
      otherwise provided in the related
      Supplement, registration of transfer of Registered Certificates containing
      a
      legend relating to the
      restrictions on transfer of such Registered Certificates (which legend shall
      be
      set forth in the Supplement relating to such Investor Certificates) shall be
      effected only if the conditions set forth in such related Supplement are
      satisfied.

     

    Whenever
      a Registered Certificate containing the legend set forth in the related
      Supplement is presented to the Transfer Agent and Registrar for registration
      of
      transfer, the Transfer Agent and Registrar shall promptly seek instructions
      from
      the Servicer regarding such transfer.  The Transfer Agent and
      Registrar and the Trustee shall be entitled to receive written instructions
      signed by a Servicing Officer prior to registering any such transfer or
      authenticating new Registered Certificates, as the case may be.  The
      Servicer hereby agrees to indemnify the Transfer Agent and Registrar and the
      Trustee and to hold each of them harmless against any loss, liability or expense
      incurred without negligence or bad faith on their part arising out of or in
      connection with actions taken or omitted by them in reliance on any such written
      instructions furnished pursuant to this subsection 6.03(c).

     

    (d)         The
      Transfer Agent and Registrar will
      maintain an office or offices or an agency or agencies where Investor
      Certificates of such Series
      may be surrendered for registration of transfer or exchange.

     

    Section
      6.04    Mutilated, Destroyed,
      Lost or Stolen
      Certificates.  If
      (a) any mutilated Certificate (together, in the case of Bearer Certificates,
      with all unmatured Coupons, if any, appertaining thereto) is surrendered to
      the
      Transfer Agent and Registrar, or the Transfer Agent and Registrar receives
      evidence to its satisfaction of the destruction, loss or theft of any
      Certificate and (b) there is delivered to the Transfer Agent and Registrar
      and
      the Trustee such

     

    
      
        
        

      

      
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    security
      or indemnity as may be required by them to save each of them harmless, then,
      in
      the absence of notice to the Trustee that such Certificate has been acquired
      by
      a protected purchaser, the Transferor shall execute and the Trustee shall
      authenticate and (unless the Transfer Agent and Registrar is different from
      the
      Trustee, in which case the Transfer Agent and Registrar shall) deliver (in
      compliance with applicable law), in exchange for or in lieu of any such
      mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
      tenor and aggregate Undivided Interest.  In connection with the
      issuance of any new Certificate under this Section 6.04, the Trustee or the
      Transfer Agent and Registrar may require the payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trustee
      and the Transfer Agent and Registrar) connected therewith.  Any
      duplicate Certificate issued pursuant to this Section 6.04 shall constitute
      complete and indefeasible evidence of ownership in the Trust, as if originally
      issued, whether or not the lost, stolen or destroyed Certificate shall be found
      at any time.

     

    Section
      6.05    Persons Deemed
      Owners.  Prior
      to due presentation of a Certificate for registration of transfer, the Trustee,
      the Paying Agent, the Transfer Agent and Registrar and any agent of any of
      them
      may treat the Person in whose name any Certificate is registered as the owner
      of
      such Certificate for the purpose of receiving distributions pursuant to Article
      V (as described in any Supplement) and for all other purposes whatsoever, and
      none of the Trustee, the Paying Agent, the Transfer Agent and Registrar or
      any
      agent of any of them shall be affected by any notice to the contrary;
provided, however, that in determining whether the holders of
      Investor Certificates evidencing the requisite Undivided Interests have given
      any request, demand, authorization, direction, notice, consent or waiver
      hereunder, Investor Certificates owned by the Transferor, the Servicer or any
      Affiliate thereof shall be disregarded and deemed not to be outstanding, except
      that, in determining whether the Trustee shall be protected in relying upon
      any
      such request, demand, authorization, direction, notice, consent or waiver,
      only
      Investor Certificates which a Responsible Officer in the Corporate Trust Office
      of the Trustee knows to be so owned shall be so disregarded.  Investor
      Certificates so owned that have been pledged in good faith shall not be
      disregarded as outstanding, if the pledgee establishes to the satisfaction
      of
      the Trustee the pledgee’s right so to act with respect to such Investor
      Certificates and that the pledgee is not the Transferor, the Servicer or an
      Affiliate thereof.

     

    In
      the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer
      Agent and Registrar and any agent of any of them may treat the holder of a
      Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon
      for the purpose of receiving distributions pursuant to Article IV and Article
      XII and for all other purposes whatsoever, and none of the Trustee, the Paying
      Agent, the Transfer Agent and Registrar or any agent of any of them shall be
      affected by any notice to the contrary.  Certificates so owned which
      have been pledged in good faith shall not be disregarded and may be regarded
      as
      outstanding, if the pledgee establishes to the satisfaction of the Trustee
      the
      pledgee’s right so to act with respect to such Investor Certificates and that
      the pledgee is not the Transferor, the Servicer or an Affiliate
      thereof.

     

    Section
      6.06    Appointment of Paying
      Agent.

     

    (a)         The
      Paying Agent shall make
      distributions to Investor Certificateholders from the appropriate account or
      accounts maintained for the benefit of

     

    
      
        
        

      

      
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    Certificateholders
      as specified in this
      Agreement or the related Supplement for any Series pursuant to Articles IV
      and V
      hereof.  Any Paying Agent shall have the revocable power to withdraw
      funds from such appropriate account or accounts for the purpose of
      making distributions referred to
      above.  The Trustee (or the Servicer if the Trustee is the Paying
      Agent) may revoke such power and remove the Paying Agent, if the Trustee (or
      the
      Servicer if the Trustee is the Paying Agent) determines in its sole
      discretion
      that the Paying Agent shall have
      failed to perform its obligations under this Agreement in any material respect
      or for other good cause.  The Trustee (or the Servicer if the Trustee
      is the Paying Agent) shall notify Moody’s
      of the removal of any
      Paying
      Agent.  The Paying Agent, unless the Supplement with respect to any
      Series states otherwise, shall initially be the Trustee.  If any form
      of Investor Certificate is issued as a Global Certificate, or if and so long
      as
      any Series of Investor Certificates are
      listed on the Luxembourg Stock
      Exchange and the Trustee shall have received written notice that such exchange
      shall so require, the Trustee shall appoint a co-paying agent in Luxembourg
      or
      another European city.  The Trustee shall be permitted to
      resign
      as Paying Agent upon 30
      days’
      written notice to the
      Servicer.  In the event that the Trustee shall no longer be the Paying
      Agent, the Transferor shall appoint a successor to act as Paying Agent (which
      shall be a bank or trust company).  The provisions of Sections 11.01, 11.02
      and 11.03 shall
      apply to the Trustee also in its role as Paying Agent, for so long as the
      Trustee shall act as Paying Agent.  Any reference in this Agreement to
      the Paying Agent shall include any co-paying agent unless the context
      requires
      otherwise.  Any costs or
      expenses incurred by the Trustee in connection with the appointment of a
      co-paying agent or successor paying agent shall be reimbursed by the
      Servicer.

     

    If
      specified in the related Supplement for any Series, so long as the Investor
      Certificates of such Series are outstanding, the Transferor shall maintain
      a
      co-paying agent in New York City (for Registered Certificates only) or any
      other
      city designated in such Supplement which, if and so long as any Series of
      Investor Certificates is listed on the Luxembourg Stock Exchange or other stock
      exchange and such exchange so requires, shall be in Luxembourg or the location
      required by such other stock exchange.

     

    (b)         The
      Trustee shall cause the Paying Agent
      (other than itself) to execute and deliver to the Trustee
      an instrument in
      which such Paying Agent shall agree with the Trustee that such Paying Agent
      will
      hold all sums, if any, held by it for payment to the Certificateholders in
      trust
      for the benefit of the Certificateholders entitled thereto
      until such sums shall be paid to
      such Certificateholders and shall agree, and if the Trustee is the Paying Agent
      it hereby agrees, that it shall comply with all requirements of the Internal
      Revenue Code regarding the withholding by the Trustee of payments
      in respect of federal income taxes
      due from Certificate Owners.

     

    Section
6.07    Access
      to List of
      Certificateholders’
      Names and
      Addresses.  The
      Trustee will furnish or cause to be furnished by the Transfer Agent and
      Registrar to the Servicer or the Paying Agent, within five Business Days after
      receipt by the Trustee of a request therefor from the Servicer or the Paying
      Agent, respectively, in writing, a list in such form as the Servicer or the
      Paying Agent may reasonably require, of the names and addresses of the Investor
      Certificateholders as of the most recent Record Date for payment of
      distributions to Investor Certificateholders.  Unless otherwise
      provided in the related Supplement, holders of Investor Certificates evidencing
      Undivided Interests aggregating not less than 10% of the Invested Amount of
      the
      Investor Certificates of any Series (the “Applicants”) may apply in writing to
      the

     

    
      
        
        

      

      
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    Trustee,
      and if such application states that the Applicants desire to communicate with
      other Investor Certificateholders of any Series with respect to their rights
      under this Agreement or under the Investor Certificates and is accompanied
      by a
      copy of the communication which such Applicants propose to transmit, then the
      Trustee, after having been adequately indemnified by such Applicants for its
      costs and expenses, shall afford or shall cause the Transfer Agent and Registrar
      to afford such Applicants access during normal business hours to the most recent
      list of Certificateholders held by the Trustee and shall give the Servicer
      notice that such request has been made, within five Business Days after the
      receipt of such application.  Such list shall be as of a date no more
      than 45 days prior to the date of receipt of such Applicants’
request.  Every Certificateholder, by receiving and holding a
      Certificate, agrees with the Trustee that neither the Trustee, the Transfer
      Agent and Registrar, nor any of their respective agents shall be held
      accountable by reason of the disclosure of any such information as to the names
      and addresses of the Certificateholders hereunder, regardless of the source
      from
      which such information was obtained.

     

    Section
      6.08    Authenticating
      Agent.

     

    (a)         The
      Trustee may appoint one or more
      authenticating agents with respect to the Certificates which shall be authorized
      to act on behalf of the
      Trustee in authenticating the Certificates in connection with the issuance,
      delivery, registration of transfer, exchange or repayment of the
      Certificates.  Whenever reference is made in this Agreement to the
      authentication of Certificates by the Trustee
      or the Trustee’s
      certificate of authentication, such
      reference shall be deemed to include authentication on behalf of the Trustee
      by
      an authenticating agent and a certificate of authentication executed on behalf
      of the Trustee by an authenticating agent. Each authenticating agent
      must be
      acceptable to the Transferor.

     

    (b)         Any
      institution succeeding to the
      corporate agency business of an authenticating agent shall continue to be an
      authenticating agent without the execution or filing of any paper or any
      further act on the part of
      the Trustee or such authenticating agent.

     

    (c)         An
      authenticating agent may at any time
      resign by giving written notice of resignation to the Trustee and to the
      Transferor.  The Trustee may at any time terminate the agency of an
      authenticating agent by
      giving notice of termination to such authenticating agent and to the
      Transferor.  Upon receiving such a notice of resignation or upon such
      a termination, or in case at any time an authenticating agent shall cease to
      be
      acceptable to the Trustee or
      the Transferor, the Trustee promptly
      may appoint a successor authenticating agent.  Any successor
      authenticating agent upon acceptance of its appointment hereunder shall become
      vested with all the rights, powers and duties of its predecessor
      hereunder, with
      like effect as if originally named
      as an authenticating agent.  No successor authenticating agent shall
      be appointed unless acceptable to the Trustee and the
      Transferor.

     

    (d)         The
      Trustee agrees to pay each
      authenticating agent from time to time reasonable compensation for its
      services under this
      Section 6.08, and the Trustee shall be entitled to be reimbursed and the
      Servicer shall reimburse the Trustee for such reasonable payments actually
      made,
      subject to the provisions of Section 11.05.

     

    
      
        
        

      

      
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    (e)         The
      provisions of Sections 11.01, 11.02
      and 11.03 shall
      be applicable to any authenticating agent.

     

    (f)         Pursuant
      to an appointment made under
      this Section 6.08, the Certificates may have endorsed thereon, in lieu of the
      Trustee’s
      certificate of authentication, an
      alternate certificate of
      authentication in substantially the following form:

     

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

     

    
      
        	 	 
	 	
                as
                  Authenticating Agent

              
	 	 	
                for
                  the Trustee,

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Officer

              


      

    

     

    Section
      6.09    Tender of Exchangeable
      Transferor
      Certificate.

     

    (a)         Upon
      any Exchange, the Trustee shall
      issue to the Holder of the Exchangeable Transferor Certificate under Section
      6.01, for execution and redelivery to the Trustee for authentication
      under Section
      6.02, one or more new Series of Investor Certificates.  Each Investor
      Certificate of any such Series of Investor Certificates shall be substantially
      in the form specified in the related Supplement and shall bear, upon its
      face, the designation for such
      Series to which it belongs, as selected by the Transferor.  Except as
      specified in any Supplement for a related Series, all Investor Certificates
      of
      any Series shall rank pari passu
      and be equally and ratably entitled as
provided herein to the
      benefits hereof (except that the Enhancement provided for any Series shall
      not
      be available for any other Series) without preference, priority or distinction
      on account of the actual time or times of authentication and delivery,
      all in
      accordance with the terms and
      provisions of this Agreement and the related Supplement.

     

    (b)         The
      Holder of the Exchangeable
      Transferor Certificate may permit Investor Certificates of one or more new
      Series to be issued (each, a “New
      Issuance”)
      by notifying the Trustee in writing
      at least three days
      in advance (a “New
      Issuance Notice”)
      of the date upon which the New
      Issuance is to occur (a “New
      Issuance Date”).  Any
      New Issuance shall
      state the designation of any Series (and Class thereof, if applicable) to be
      issued on the New Issuance
      Date and, with respect to such Series:  (x)
      its Initial Invested Amount (or the
      method for calculating such Initial Invested Amount), which at any time may
      not
      be greater than the current principal amount of the Exchangeable
      Transferor Certificate at
      such time, (y)
      its Certificate Rate (or the method
      for allocating interest payments or other cash flows to such Series), if any,
      and (z)
      the Enhancement Provider, if any, with
      respect to such Series.  On the New Issuance Date, the Trustee shall authenticate
      and deliver the
      Investor Certificates of any such Series only upon delivery to it of the
      following:  (i)
      a Supplement satisfying the criteria
      set forth in subsection 6.09(c) executed by the Transferor and specifying the
      Principal Terms of such
      Series, (ii)
      the applicable Enhancement, if any,
      (iii)
      the agreement, if any, pursuant to
      which the Enhancement Provider agrees to provide any Enhancement, (iv)
      an Opinion of Counsel to the effect
      that,

     

    
      
        
        

      

      
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    unless
      otherwise specified in the
      related Supplement, the
      Investor Certificates of the newly issued Series will be treated as debt for
      Federal income tax purposes and that the issuance of the newly issued Series
      will not adversely affect the Federal income tax characterization of the Holder
      of any
      outstanding Series of Investor
      Certificates or any Certificate Owner, (v)
      written confirmation from each Rating
      Agency that the New Issuance will not result in such Rating Agency’s
      reducing or withdrawing its rating on
      any then outstanding Series as to which it is a Rating Agency
      and
      (vi)
      an Officer’s
      Certificate signed by a Vice President
      (or any more senior officer) of the Transferor, that on the New Issuance Date
      (A)
      the Transferor, after giving effect to
      such New Issuance, would not be required to add Additional Accounts
      pursuant to
      subsection 2.06(a) and (B)
      after giving effect to such New
      Issuance, the Transferor Interest would be at least equal to the Minimum
      Transferor Interest.  Upon satisfaction of such conditions, the
      Trustee shall issue the Investor Certificates of
      such Series and,
      if there is a currently existing Exchangeable Transferor Certificate, upon
      presentation of such Exchangeable Transferor Certificate to the Trustee for
      cancellation, a new Exchangeable Transferor Certificate, if applicable,
      dated the New Issuance Date, as
      provided above.  There is no limit to the number of New Issuances that
      may be performed under this Agreement. In
      addition, the Transferor agrees to
      provide notice of new issuances of Series of Investor Certificates
      as may be required by and
      in accordance with Item 1121(a)(14) of Regulation AB.

     

    (c)         In
      conjunction with a New Issuance, the
      parties hereto shall execute a Supplement, which shall specify the relevant
      terms with respect to the Investor Certificates of any newly issued Series, which may
      include without
      limitation:  (i) its name or designation, (ii) the Initial Invested
      Amount or the method of calculating the Initial Invested Amount, (iii) the
      Certificate Rate (or formula for the determination thereof), (iv) the
      Closing
      Date, (v) the rating agency or
      agencies rating such Series, (vi) the name of the Clearing Agency, if any,
      (vii)
      the rights of the Holder of the Exchangeable Transferor Certificate that have
      been transferred to the Holders of such Series pursuant to such
      New Issuance (including any rights to
      allocations of Collections of Finance Charge Receivables and Principal
      Receivables), (viii) the interest payment date or dates and the date or dates
      from which interest shall accrue, (ix) the method of allocating Collections
      with respect to Principal
      Receivables for such Series and, if applicable, with respect to other Series
      and
      the method by which the principal amount of Investor Certificates of such Series
      shall amortize or accrete and the method for allocating Collections
      with respect to Finance Charge
      Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts
      to be used by such Series and the terms governing the operation of any such
      account, (xi) the Series Servicing Fee Percentage, (xii) the
      Minimum Transferor Interest, (xiii)
      the Series Termination Date, (xiv) the terms of any Enhancement with respect
      to
      such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate
      applicable to such Series, (xvii) the terms on which the Certificates
      of such Series may be
      repurchased or remarketed to other investors, (xviii) any deposit into any
      account provided for such Series, (xix) the number of Classes of such Series,
      and if more than one Class, the rights and priorities of each such Class,
      (xx) whether Interchange or other
      fees will be included in the funds available to be paid for such Series, (xxi)
      the priority of any Series with respect to any other Series, (xxii) the Minimum
      Aggregate Principal Receivables, (xxiii) whether such Series
      will be part of a Group, and (xxiv)
      any other relevant terms of such Series (including whether or not such Series
      will be pledged as collateral for an issuance of any other securities, including
      commercial paper) (all such terms, the “Principal
      Terms”
      of such Series).  The terms of
      such Supplement may modify or amend the terms of this Agreement solely as
      applied to such new Series.  If on the date of the issuance
      of

     

    
      
        
        

      

      
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    such
      series there is issued and
      outstanding one or more Series of Investor Certificates and
      no Series of Investor Certificates is
      currently rated by a Rating Agency, then as a condition to such New Issuance
      a
      nationally recognized investment banking firm or commercial bank shall also
      deliver to the Trustee an officer’s
      certificate stating, in substance, that the Exchange
      will not
      have an adverse effect on the timing or distribution of payments to the Investor
      Certificates of such other Series then issued and
      outstanding.

     

    Section
      6.10    Book-Entry
      Certificates.  Unless
      otherwise provided in any related Supplement, the Investor Certificates, upon
      original issuance, shall be issued in the form of typewritten Certificates
      representing the Book-Entry Certificates, to be delivered to the depository
      specified in such Supplement (the “Depository”) which shall be the Clearing
      Agency or Foreign Clearing Agency, by or on behalf of such
      Series.  The Investor Certificates of each Series shall, unless
      otherwise provided in the related Supplement, initially be registered on the
      Certificate Register in the name of the nominee of the Clearing Agency or
      Foreign Clearing Agency.  No Certificate Owner will receive a
      definitive certificate representing such Certificate Owner’s interest in the
      related Series of Investor Certificates, except as provided in Section
      6.12.  Unless and until definitive, fully registered Investor
      Certificates of any Series (“Definitive Certificates”) have been issued to
      Certificate Owners pursuant to Section 6.12:

     

    (i)                 the
      provisions of this Section 6.10
      shall be in full force and effect with respect to each such Series;

     

    (ii)                 the
      Transferor, the Servicer, the Paying
      Agent, the Transfer Agent and Registrar and the Trustee may deal with the
      Clearing Agency and the Clearing Agency Participants for all purposes (including
      the making of distributions on the Investor Certificates of each such
      Series) as the
      authorized representatives of the Certificate Owners;

     

    (iii)                 to
      the extent that the provisions of
      this Section 6.10 conflict with any other provisions of this Agreement, the
      provisions of this Section 6.10 shall control with respect to each such Series;
      and

     

    (iv)                 the
      rights of Certificate Owners of each
      such Series shall be exercised only through the Clearing Agency or Foreign
      Clearing Agency and the applicable Clearing Agency Participants and shall be
      limited to those established by law and agreements between
      such
      Certificate Owners and the Clearing Agency or Foreign Clearing Agency and/or
      the
      Clearing Agency Participants.  Pursuant to the Depository Agreement
      applicable to a Series, unless and until Definitive Certificates of such
      Series
      are issued pursuant to Section
      6.12, the initial Clearing Agency will make book-entry transfers among the
      Clearing Agency Participants and receive and transmit distributions of principal
      and interest on the Investor Certificates to such Clearing Agency
      Participants.

     

    Section
      6.11   
Notices to Clearing
      Agency.  Whenever
      notice or other communication to the Certificateholders is required under this
      Agreement, unless and until Definitive Certificates shall have been issued
      to
      Certificate Owners pursuant to Section 6.12, the Trustee shall give all such
      notices and communications specified herein to be given to Holders
      of

     

    
      
        
        

      

      
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    the
      Investor Certificates to the Clearing Agency or Foreign Clearing Agency for
      distribution to Holders of Investor Certificates.

     

    Section
      6.12   
Definitive
      Certificates.  If
      (i) (A) the Transferor advises the Trustee in writing that the Clearing Agency
      or Foreign Clearing Agency is no longer willing or able to discharge properly
      its responsibilities under the applicable Depository Agreement, and (B) the
      Transferor is unable to locate a qualified successor, (ii) the Transferor,
      at
      its option, advises the Trustee in writing that it elects to terminate the
      book-entry system through the Clearing Agency or Foreign Clearing Agency with
      respect to any Series of Certificates or (iii) after the occurrence of a
      Servicer Default, Certificate Owners of a Series representing beneficial
      interests aggregating not less than 50% of the Invested Amount of such Series
      advise the Trustee and the applicable Clearing Agency or Foreign Clearing Agency
      through the applicable Clearing Agency Participants in writing that the
      continuation of a book-entry system through the applicable Clearing Agency
      or
      Foreign Clearing Agency is no longer in the best interests of the Certificate
      Owners, the Trustee shall notify all Certificate Owners of such Series, through
      the applicable Clearing Agency Participants, of the occurrence of any such
      event
      and of the availability of Definitive Certificates to Certificate Owners of
      such
      Series requesting the same.  Upon surrender to the Trustee of the
      Investor Certificates of such Series by the applicable Clearing Agency or
      Foreign Clearing Agency, accompanied by registration instructions from the
      applicable Clearing Agency or Foreign Clearing Agency for registration, the
      Trustee shall issue the Definitive Certificates of such
      Series.  Neither the Transferor nor the Trustee shall be liable for
      any delay in delivery of such instructions and may conclusively rely on, and
      shall be protected in relying on, such instructions.  Upon the
      issuance of Definitive Certificates of such Series all references herein to
      obligations imposed upon or to be performed by the applicable Clearing Agency
      or
      Foreign Clearing Agency shall be deemed to be imposed upon and performed by
      the
      Trustee, to the extent applicable with respect to such Definitive Certificates,
      and the Trustee shall recognize the Holders of the Definitive Certificates
      of
      such Series as Certificateholders of such Series hereunder.

     

    Section
      6.13   
Global
      Certificate.  If
      specified in the related Supplement for any Series, the Investor Certificates
      may be initially issued in the form of a single temporary Global Certificate
      (the “Global Certificate”) in bearer form, without interest coupons, in the
      denomination of the Initial Invested Amount and substantially in the form
      attached to the related Supplement.  Unless otherwise specified in the
      related Supplement, the provisions of this Section 6.13 shall apply to such
      Global Certificate.  The Global Certificate will be authenticated by
      the Trustee upon the same conditions, in substantially the same manner and
      with
      the same effect as the Definitive Certificates.  The Global
      Certificate may be exchanged in the manner described in the related Supplement
      for Registered or Bearer Certificates in definitive form.

     

    Section
      6.14   
Meetings of
      Certificateholders.  To
      the extent provided by the Supplement for any Series issued in whole or in
      part
      in Bearer Certificates, the Servicer or the Trustee may at any time call a
      meeting of the Certificateholders of such Series, to be held at such time and
      at
      such place as the Servicer or the Trustee, as the case may be, shall determine,
      for the purpose of approving a modification of or amendment to, or obtaining
      a
      waiver of, any covenant or condition set forth in this Agreement with respect
      to
      such Series or in the Certificates of such Series, subject to Section 13.01
      of
      this Agreement.

     

    
      
        
        

      

      
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    [End
      of Article VI]

    


     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    OTHER
      MATTERS RELATING TO THE TRANSFEROR

     

    Section
      7.01   
Liability of the
      Transferor.  The
      Transferor shall be liable in accordance herewith to the extent of the
      obligations specifically undertaken by the Transferor.

     

    Section
      7.02   
Merger or Consolidation
      of, or
      Assumption of the Obligations of, the Transferor.

     

    (a)         The
      Transferor shall not consolidate
      with or merge into any other entity or convey or transfer its properties and assets substantially
      (except
      pursuant to the transactions contemplated herein with respect to the
      Receivables) as an entirety to any Person, unless:

     

    (i)                 the
      entity formed by such consolidation
      or into which the Transferor is merged or the Person which acquires by conveyance
      or transfer
      the properties and assets of the Transferor substantially as an entirety shall
      be, if the Transferor is not the surviving entity, organized and existing under
      the laws of the United States of America or any state or the
      District of Columbia, and shall be a
      national banking association, state banking corporation or other entity which
      is
      not subject to the bankruptcy laws of the United States of America, or 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 Trustee, in form satisfactory to the Trustee,
      the
      performance of every covenant and obligation of the Transferor,
      as applicable hereunder and shall
      benefit from all the rights granted to the Transferor, as applicable
      hereunder.  To the extent that any right, covenant or obligation of
      the Transferor, as applicable hereunder, is inapplicable to the successor
      entity, such
      successor entity shall be subject
      to such covenant or obligation, or benefit from such right, as would apply,
      to
      the extent practicable, to such successor entity.  In furtherance
      hereof, in applying this Section 7.02 to a successor entity, Section
      9.02
      hereof shall be applied by reference
      to events of bankruptcy, liquidation, receivership or conservatorship applicable
      to such successor entity as shall be set forth in the Officer’s
      Certificate described in subsection
      7.02(a)(ii);

     

    (ii)                 the
      Transferor shall have delivered to the Trustee
      an
      Officer’s
      Certificate signed by a Vice President
      (or any more senior officer) of the Transferor stating that such consolidation,
      merger, conveyance or transfer and such supplemental agreement comply with
      this
      Section 7.02 and that all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with and an Opinion of Counsel that such supplemental agreement is
      legal, valid and binding; and

     

    (iii)                 the
      Transferor shall have delivered
      notice to the Rating Agency
      of such consolidation, merger, conveyance or transfer.

     

    
      
        
        

      

      
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    (b)         The
      obligations of the Transferor
      hereunder shall not be assignable nor shall any Person succeed to the
      obligations of the Transferor hereunder except for mergers, consolidations,
      assumptions or transfers in
      accordance with the provisions of the foregoing paragraph.

     

    Section
      7.03   
Limitation on
      Liability.  The
      officers, employees or agents of the Transferor shall not be under any liability
      to the Trust, the Trustee, the Certificateholders, any Enhancement Provider
      or
      any other Person hereunder or pursuant to any document delivered hereunder,
      it
      being expressly understood that all such liability is expressly waived and
      released as a condition of, and as consideration for, the execution of this
      Agreement and any Supplement and the issuance of the Certificates;
provided, however, that this provision shall not protect the
      officers, employees, or agents of the 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.  The Transferor shall not be under
      any liability to the Trust, the Trustee, the Certificateholders, any Enhancement
      Provider or any other Person for any action taken or for refraining from the
      taking of any action in its capacity as Transferor pursuant to this Agreement
      or
      any Supplement whether arising from express or implied duties under this
      Agreement or any Supplement; provided, however, that this
      provision shall not protect the Transferor against any liability which would
      otherwise be imposed by reason of willful misfeasance, bad faith or gross
      negligence in the performance of duties or by reason of reckless disregard
      of
      obligations and duties hereunder.  The Transferor and any officer,
      employee or agent may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder.

     

    Section
      7.04   
Liabilities.  By
      entering into this Agreement, the Transferor agrees to be liable, directly
      to
      the injured party, for the entire amount of any losses, claims, damages or
      liabilities (other than those incurred by an Investor Certificateholder as
      a
      result of defaults in payment of the Receivables) arising out of or based on
      the
      arrangement created by this Agreement and the actions of the Servicer taken
      pursuant hereto as though this Agreement created a partnership under the New
      York Uniform Partnership Act in which the Transferor is a
      partner.  The Transferor agrees to pay, indemnify and hold harmless
      each Investor Certificateholder against and from any and all such losses,
      claims, damages and liabilities except to the extent that they arise from any
      action by such Investor Certificateholder.  In the event of a service
      transfer, the Successor Servicer will indemnify and hold harmless the Transferor
      against and from any losses, claims, damages and liabilities of the Transferor
      as described in this Section arising from the actions or omissions of such
      Successor Servicer.

     

    [End
      of Article VII]

    


     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    OTHER
      MATTERS RELATING

    TO
      THE SERVICER

     

    Section
      8.01    Liability
      of the
      Servicer.  The
      Servicer shall be liable in accordance herewith only to the extent of the
      obligations specifically undertaken by the Servicer in such capacity
      herein.

     

    Section
      8.02   
Merger or Consolidation
      of, or
      Assumption of the Obligations of, the Servicer.  The
      Servicer shall not consolidate with or merge into any other corporation or
      convey or transfer its properties and assets substantially as an entirety to
      any
      Person, unless:

     

    (i)                 the
      corporation formed by such
      consolidation or into which the Servicer is merged or the Person which acquires
      by conveyance or transfer the properties and assets of the Servicer
      substantially as an entirety shall be a corporation organized and existing under
      the laws of the
      United States of America or any state or the District of Columbia, and shall
      be
      a state or
      national banking association or other
      entity which is not subject to the bankruptcy laws of the United States of
      America or shall be a
      special purpose entity whose powers and activities are limited and, if the
      Servicer is not the surviving entity, shall expressly assume, by an agreement
      supplemental hereto, executed and delivered to the Trustee in form satisfactory
      to the Trustee,
      the performance of every covenant and
      obligation of the Servicer hereunder (to the extent that any right, covenant
      or
      obligation of the Servicer, as applicable hereunder, is inapplicable to the
      successor entity, such successor entity shall be subject to such
      covenant or obligation, or benefit
      from such right, as would apply, to the extent practicable, to such successor
      entity);

     

    (ii)                 the
      Servicer shall have delivered to the
      Trustee an Officer’s
      Certificate that such consolidation,
      merger, conveyance or transfer and such supplemental
      agreement comply
      with this Section 8.02 and that all conditions precedent herein provided for
      relating to such transaction have been complied with and an Opinion of Counsel
      that such supplemental agreement is legal, valid and binding
      with respect to the Servicer;
      and

     

    (iii)                 the
      Servicer shall have delivered notice
      to the Rating Agency of such consolidation, merger, conveyance or
      transfer.

     

    Section
      8.03   
Limitation on Liability
      of the
      Servicer and Others.  The
      directors, officers, employees or agents of the Servicer shall not be under
      any
      liability to the Trust, the Trustee, the Certificateholders, any Enhancement
      Provider or any other Person hereunder or pursuant to any document delivered
      hereunder, it being expressly understood that all such liability is expressly
      waived and released as a condition of, and as consideration for, the execution
      of this Agreement and any Supplement and the issuance of the Certificates;
      provided, however, that this provision shall not protect the
      directors, officers, employees and agents of the

     

    
      
        
        

      

      
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    Servicer
      against any liability which would otherwise be imposed by reason of willful
      misfeasance, bad faith or gross negligence in the performance of duties or
      by
      reason of reckless disregard of obligations and duties
      hereunder.  Except as provided in Section 8.04 with respect to the
      Trust and the Trustee, its officers, directors, employees and agents, the
      Servicer shall not be under any liability to the Trust, the Trustee, its
      officers, directors, employees and agents, the Certificateholders or any other
      Person for any action taken or for refraining from the taking of any action
      in
      its capacity as Servicer pursuant to this Agreement or any Supplement;
provided, however, that this provision shall not protect the
      Servicer against any liability which would otherwise be imposed by reason of
      willful misfeasance, bad faith or gross negligence in the performance of duties
      or by reason of its reckless disregard of its obligations and duties hereunder
      or under any Supplement.  The Servicer may rely in good faith on any
      document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder.  The Servicer shall
      not be under any obligation to appear in, prosecute or defend any legal action
      which is not incidental to its duties to service the Receivables in accordance
      with this Agreement which in its reasonable opinion may involve it in any
      expense or liability.

     

    Section
      8.04   
Servicer Indemnification
      of the
      Trust and the Trustee.  The
      Servicer shall indemnify and hold harmless the Trust, the Investor
      Certificateholders and the Trustee, its officers, directors, employees and
      agents, from and against any reasonable loss, liability, expense, damage or
      injury suffered or sustained by reason of any acts or omissions or alleged
      acts
      or omissions of the Servicer with respect to activities of the Trust or the
      Trustee pursuant to this Agreement or any Supplement, or by reason of the
      acceptance of this Trust by the Trustee, the issuance by the Trust of the
      Certificates, any Servicer Default, 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 Trustee or the Investor Certificateholders if such acts, omissions or
      alleged acts or omissions constitute or are caused by fraud, negligence, or
      willful misconduct by the Trustee; provided, further, that the
      Servicer shall not indemnify the Trust, the Investor Certificateholders or
      the
      Certificate Owners for any liabilities, costs or expenses of the Trust with
      respect to any action taken by the Trustee at the request of the Investor
      Certificateholders; provided, further, that the Servicer shall not
      indemnify the Trust, the Investor Certificateholders or the Certificate Owners
      as to any losses, claims or damages incurred by any of them in their capacities
      as investors, including without limitation losses incurred as a result of
      Defaulted Accounts or Receivables which are written off as uncollectible; and
      provided, further, that the Servicer shall not indemnify the
      Trust, the Investor Certificateholders or the Certificate Owners for any
      liabilities, costs or expenses of the Trust, the Investor Certificateholders
      or
      the Certificate Owners arising under any tax law, including without limitation,
      any federal, state, local or foreign income or franchise taxes or any other
      tax
      imposed on or measured by income (or any interest or penalties with respect
      thereto or arising from a failure to comply therewith) required to be paid
      by
      the Trust, the Investor Certificateholders or the Certificate Owners in
      connection herewith to any taxing authority.  Any such indemnification
      shall not be payable from the assets of the Trust.  The provisions of
      this indemnity shall run directly to and be enforceable by an injured party
      subject to the limitations hereof and shall survive the resignation or removal
      of the Servicer, the resignation or removal of the Trustee and/or the
      termination of the Trust.

     

    
      
        
        

      

      
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    Section
      8.05   
The Servicer Not
      to
      Resign.  The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except upon determination that (i) the performance of its duties hereunder
      is no
      longer permissible under applicable law and (ii) there is no reasonable action
      which the Servicer could take to make the performance of its duties hereunder
      permissible under applicable law.  Any such determination permitting
      the resignation of the Servicer shall be evidenced as to clause (i) above by
      an
      Opinion of Counsel to such effect delivered to the Trustee.  No such
      resignation shall become effective until the Trustee or a Successor Servicer
      shall have assumed the responsibilities and obligations of the Servicer in
      accordance with Section 10.02.  If the Trustee is unable within 120
      days of the date of such determination to appoint a Successor Servicer, the
      Trustee shall serve as Successor Servicer hereunder (but shall have continued
      authority to appoint another Person as Successor Servicer).

     

    Section
      8.06   
Access to Certain
      Documentation
      and Information Regarding the Receivables.  The
      Servicer shall provide to the Trustee access to the documentation regarding
      the
      Accounts and the Receivables in such cases where the Trustee is required in
      connection with the enforcement of the rights of the Investor
      Certificateholders, or by applicable statutes or regulations, to review such
      documentation, such access being afforded without charge but only (i) upon
      reasonable request, (ii) during normal business hours, (iii) subject to the
      Servicer’s normal security and confidentiality procedures and (iv) at offices
      designated by the Servicer.  Nothing in this Section 8.06 shall
      derogate from the obligation of the Transferor, the Trustee or the Servicer
      to
      observe any applicable law prohibiting disclosure of information regarding
      the
      Obligors and the failure of the Servicer to provide access as provided in this
      Section 8.06 as a result of such obligations shall not constitute a breach
      of
      this Section 8.06.

     

    Section
      8.07   
Delegation of
      Duties.  In
      the ordinary course of business, the Servicer may at any time delegate any
      duties hereunder to any Person who agrees to conduct such duties in accordance
      with the Credit Card Guidelines.  Any such delegations shall not
      relieve the Servicer of its liability and responsibility with respect to such
      duties, and shall not constitute a resignation within the meaning of Section
      8.05 hereof.  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 Rating
      Agency.

     

    Section
      8.08   
Examination of
      Records.  The
      Servicer shall clearly and unambiguously identify each Account (including any
      Additional Account designated pursuant to Section 2.06) in its computer or
      other
      records to reflect that the Receivables arising in such Account have been
      conveyed to the Trust pursuant to this Agreement.  The Servicer shall,
      prior

     

    
      
        
        

      

      
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    to
      the sale or other transfer to a third party of any receivable held in its
      custody, examine its computer and other records to determine that such
      receivable is not a Receivable.

     

    [End
      of Article VIII]

    


     

    
      
        
        

      

      
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    ARTICLE
      IX


     

    PAY
      OUT EVENTS

     

    Section
      9.01   
Pay Out
      Events.  If
      any one of the following events (each, a “Trust Pay Out Event”) shall
      occur:

     

    (a)         The
      Transferor shall consent to the
      appointment of a bankruptcy trustee or conservator or receiver or liquidator in any
      bankruptcy,
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings of or relating to all or substantially all of its property,
      or a decree or order of a court or agency or supervisory authority having
      jurisdiction in the premises for
      the appointment of a bankruptcy trustee or conservator or receiver or liquidator
      in any bankruptcy, insolvency, readjustment of debt, marshalling of assets
      and
      liabilities or similar proceedings, or for the winding-up
      or liquidation of its affairs, shall
      have been entered against the Transferor; or the Transferor shall admit in
      writing its inability to pay its debts generally as they become due, file a
      petition under any applicable bankruptcy, insolvency or reorganization
      statute, make an assignment for the
      benefit of its creditors or voluntarily suspend payment of its obligations;
      or
      the Transferor shall become unable for any reason to transfer Receivables to
      the
      Trust in accordance with the provisions of this Agreement;
      or

     

    (b)         The
      Trust shall become subject to
      regulation by the Commission as an “investment
      company”
      within the meaning of the Investment
      Company Act;

     

    then
      a Pay Out Event with respect to all Series of Certificates shall occur without
      any notice or other action on the part of the Trustee or the Investor
      Certificateholders immediately upon the occurrence of such event.

     

    Section
      9.02   
Additional Rights
      Upon the
      Occurrence of Certain Events.

     

    (a)         If
      the Transferor shall consent to the
      appointment of a 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
      conservator or receiver or liquidator for the winding-up or
      liquidation of
      its affairs shall have been entered
      against the Transferor (an “Insolvency
      Event”),
      the Transferor shall on the day of
      such Insolvency Event (the “Appointment
      Day”)
      immediately cease to transfer
      Principal Receivables to the Transferor and shall promptly give notice to the Trustee
      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 and paid in accordance with Article IV.  For so long
      as any Series issued prior to the Amendment Closing Date remains outstanding,
      within 15 days of the
      Appointment Day, the Trustee shall (i) publish a notice in an Authorized
      Newspaper that an Insolvency Event has occurred and that the Trustee intends
      to
      sell, dispose of or otherwise liquidate the Receivables in a
      commercially
      reasonable manner and (ii) send
      written notice to the Investor Certificateholders describing the provisions
      of
      this Section 9.02 and requesting instructions from such Holders, which notice
      shall request each Investor

     

    
      
        
        

      

      
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    Certificateholder
      to advise the
      Trustee
      in writing that it elects one of
      the following options:  (A) the Investor Certificateholder wishes the
      Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate
      the Receivables, or (B) the Investor Certificateholder wishes the Trustee
      to instruct the Servicer to sell,
      dispose of or otherwise liquidate the Receivables and to instruct the Servicer
      to reconstitute the Trust upon the same terms and conditions set forth herein,
      or (C) the Investor Certificateholder refuses to advise the
      Trustee as to the specific action the
      Trustee shall instruct the Servicer to take.  If after 60 days from
      the day notice pursuant to clause (i) above is first published (the “Publication
      Date”),
      the Trustee shall not have received
      written instructions of
      Holders of Investor Certificates representing Undivided Interests aggregating
      in
      excess of 50% of the related Invested Amount of each Series (or in the case
      of a
      series having more than one class of investor certificates, each class of such
      series) to the
      effect that the Trustee shall not
      instruct the Servicer to sell, dispose of, or otherwise liquidate the
      Receivables and to instruct the Servicer to reconstitute the Trust upon the
      same
      terms and conditions as set forth herein, the Trustee shall instruct
the
      Servicer to proceed to sell, dispose
      of, or otherwise liquidate the Receivables in a commercially reasonable manner
      and on commercially reasonable terms, which shall include the solicitation
      of
      competitive bids and the Servicer shall proceed to consummate
      the sale, liquidation or disposition
      of the Receivables as provided above with the highest bidder for the
      Receivables.  If, however, with respect to the portion of the
      Receivables allocable to any outstanding Series, the Holders of more than 50%
      of
      the principal
      amount of each class of such
      Series instruct the Trustee not to sell the portion of the Receivables allocable
      to such Series, the Trust shall continue with respect to such Series pursuant
      to
      the terms of this
      Agreement and the related
      Supplement.  None
      of the Transferor, any Affiliate of the Transferor or any agent of the
      Transferor shall be permitted to purchase such Receivables in such
      case.  The portion of the Receivables allocable to any Series shall be
      equal to the sum of (1) the product of (x)
      the Transferor Percentage,
      (y) the aggregate
      outstanding Principal
      Receivables and (z) a
      fraction, the numerator of which is the related Investor Percentage of
      Collections of Finance Charge Receivables and the denominator of which is the
      sum of all Investor
      Percentages with respect to Collections of Finance Charge Receivables for all
      Series outstanding and (2) the Invested Amount of such Series.  The
      Trustee may obtain a prior determination from any such bankruptcy trustee,
      conservator, receiver or liquidator
      that the terms and manner of any
      proposed sale, disposition or liquidation are commercially reasonable.  The provisions of
      Section 9.01 and
this
      Section 9.02 shall not be deemed
      to be mutually
      exclusive.

     

    (b)         The
      proceeds from the sale, disposition
      or liquidation of the
      Receivables pursuant to subsection 9.02(a) shall be treated as Collections
      on
      the Receivables and shall be allocated and deposited in accordance with the
      provisions of Article IV; provided,
however
      that the proceeds from any such sale,
      disposition or liquidation
      of Receivables with respect to a Series but not all of the outstanding Series
      shall be applied solely to make payments to such Series; provided further,
      that the Trustee shall determine
      conclusively in its sole discretion the amount of such proceeds which
      are allocable to
      Finance Charge Receivables and the amount of such proceeds which are allocable
      to Principal Receivables.  Unless the Trustee receives written
      instructions from Investor Certificateholders of one or more Series to
      continue
      the Trust with respect to such
      Series as provided in
      subsection 9.02(a), on the
      day following the last Distribution Date in the Monthly Period during which
      such
      proceeds are distributed to the Investor Certificateholders of each Series,
      the
      Trust shall
      terminate.

     

    
      
        
        

      

      
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    (c)         The
      Trustee may appoint an agent or
      agents to assist with its responsibilities pursuant to this Article IX with
      respect to competitive bids.

     

    (d)         The
      foregoing subsections 9.02(a), (b)
      and (c) shall no longer apply on and after the day following the Distribution Date
      on which the
      Aggregate Invested Amount plus interest accrued at the applicable Certificate
      Rate through the day prior to such Distribution Date has been paid in full
      with
      respect to the last remaining Series that was outstanding prior to
      the Amendment Closing
      Date.

     

    [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 instructions or
      notice to the
      Trustee pursuant to Article IV or to instruct the Trustee to make any required
      drawing, withdrawal, or payment under any Enhancement on or before the date
      occurring five Business Days after the date such payment, transfer,
      deposit, withdrawal or drawing or
      such instruction or notice is required to be made or given, as the case may
      be,
      under the terms of this Agreement;

     

    (b)         failure
      on the part of the Servicer duly
      to observe or perform in any respect any other covenants or agreements of the Servicer
      set forth in
      this Agreement, which has a material adverse effect on the Investor
      Certificateholders of any Series and which continues unremedied for a period
      of
      60 days after the date on which written notice of such failure,
      requiring
      the same to be remedied, shall have
      been given to the Servicer by the Trustee, or to the Servicer and the Trustee
      by
      the Holders of Investor Certificates evidencing Undivided Interests aggregating
      not less than 50% of the Invested Amount of any Series adversely
      affected thereby and continues
      to materially adversely affect such Investor Certificateholders for such period;
      or the Servicer shall delegate its duties under this Agreement, except as
      permitted by Section 8.07;

     

    (c)         any
      representation, warranty or
      certification made by the
      Servicer in this Agreement or in any certificate delivered pursuant to this
      Agreement shall prove to have been incorrect when made, which has a material
      adverse effect on the Investor Certificateholders of any Series and which
      continues
      to be incorrect in any material
      respect for a period of 60 days after the date on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Trustee, or to the Servicer and the Trustee by the Holders
      of Investor Certificates
      evidencing Undivided Interests aggregating not less than 50% of the Invested
      Amount of any Series adversely affected thereby and continues to materially
      adversely affect such Investor Certificateholders for such period;
      or

     

    (d)         the
      Servicer shall consent to the
      appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to the Servicer or of or relating to all or
      substantially
      all of its property, or a decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises for the appointment of a conservator or receiver or liquidator
      in
      any insolvency, readjustment of debt, marshalling of assets
      and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Servicer, and such decree or order shall have remained
      in force undischarged or unstayed for a period of 60 days; or the
      Servicer
      shall admit in writing its
      inability to pay its debts generally as they become due, file a petition to
      take
      advantage of any applicable insolvency or reorganization statute, make any
      assignment for the benefit of its creditors or voluntarily suspend payment
      of its
      obligations;

     

    
      
        
        

      

      
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    then,
      so long as such Servicer Default shall not have been remedied, either the
      Trustee, or the Holders of Investor Certificates evidencing Undivided Interests
      aggregating more than 50% of the Aggregate Invested Amount, by notice then
      given
      in writing to the Servicer (and to the Trustee if given by the Investor
      Certificateholders) (a “Termination Notice”), may terminate all of the rights
      and obligations of the Servicer as Servicer under this
      Agreement.  After receipt by the Servicer of such Termination Notice,
      and on the date that a Successor Servicer shall have been appointed by the
      Trustee pursuant to Section 10.02, all authority and power of the Servicer
      under
      this Agreement shall pass to and be vested in a Successor Servicer; and, without
      limitation, the Trustee is hereby authorized and empowered (upon the failure
      of
      the Servicer to cooperate) to execute and deliver, on behalf of the Servicer,
      as
      attorney-in-fact or otherwise, all documents and other instruments upon the
      failure of the Servicer to execute or deliver such documents or instruments,
      and
      to do and accomplish all other acts or things necessary or appropriate to effect
      the purposes of such transfer of servicing rights and
      obligations.  The Servicer agrees to cooperate with the Trustee and
      such Successor Servicer in effecting the termination of the responsibilities
      and
      rights of the Servicer to conduct servicing hereunder including, without
      limitation, the transfer to such Successor Servicer of all authority of the
      Servicer to service the Receivables provided for under this Agreement,
      including, without limitation, all authority over all Collections which shall
      on
      the date of transfer be held by the Servicer for deposit, or which have been
      deposited by the Servicer, in the Collection Account, the Finance Charge Account
      or the Principal Account and any Series Account, or which shall thereafter
      be
      received with respect to the Receivables, and in assisting the Successor
      Servicer and in enforcing all rights to Insurance Proceeds and Interchange
      (if
      any) applicable to the Trust.  The Servicer shall promptly transfer
      its electronic records or electronic copies thereof relating to the Receivables
      to the Successor Servicer in such electronic form as the Successor Servicer
      may
      reasonably request and shall promptly transfer to the Successor Servicer all
      other records, correspondence and documents necessary for the continued
      servicing of the Receivables in the manner and at such times as the Successor
      Servicer shall reasonably request.  To the extent that compliance with
      this Section 10.01 shall require the Servicer to disclose to the Successor
      Servicer information of any kind which the Servicer reasonably deems to be
      confidential, the Successor Servicer shall be required to enter into such
      customary licensing and confidentiality agreements as the Servicer shall deem
      necessary to protect its interests.  The Servicer shall, on the date
      of any servicing transfer, transfer all of its rights and obligations under
      the
      Enhancement with respect to any Series to the Successor Servicer.

     

    Notwithstanding
      the foregoing, a delay in or failure of performance referred to in subsection
      10.01(a) for a period of 10 Business Days or under subsection 10.01(b) or (c)
      for a period of 60 Business Days, shall not constitute a Servicer Default if
      such delay or failure could not be prevented by the exercise of reasonable
      diligence by the Servicer and such delay or failure was caused by an act of
      God
      or the public enemy, acts of declared or undeclared war, public disorder,
      rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes,
      tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages
      or
      similar causes.  The preceding sentence shall not relieve the Servicer
      from using its best efforts to perform its obligations in a timely manner in
      accordance with the terms of this Agreement and the Servicer shall provide
      the
      Trustee, any Enhancement Provider, the Transferor and the Holders of Investor
      Certificates with an Officer’s Certificate giving prompt notice of such failure
      or delay by it, together with a description of the cause of such failure or
      delay and its efforts so to perform its obligations.

     

    
      
        
        

      

      
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    Section
      10.02   
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 Trustee in writing or, if no such date
      is
      specified in such Termination Notice,
      or otherwise specified by the Trustee, until a date mutually agreed upon by
      the
      Servicer and the
Trustee.  The
      Trustee shall notify each Rating Agency of such removal of the
      Servicer.  The Trustee shall, as promptly as possible after the
      giving of a
      Termination Notice,
      appoint a successor servicer (the
“Successor
      Servicer”),
      and such Successor Servicer shall
      accept its appointment by a written assumption in a form acceptable to the
      Trustee.  The Trustee may obtain bids from any potential
      successor
      Servicer.  If the Trustee is unable to obtain any bids from any
      potential successor Servicer and the Servicer delivers an Officer’s
      Certificate to the effect that it
      cannot in good faith cure the Servicer Default which gave rise to a transfer of
      servicing, and if
      the Trustee is legally unable to act as Successor Servicer, then the Trustee
      shall notify each Enhancement Provider of the proposed sale of the Receivables
      and shall provide each such Enhancement Provider an opportunity
      to bid on the
      Receivables.  None of the Transferor, any Affiliate of the Transferor
      or any agent of the Transferor shall be permitted to purchase such Receivables
      in such case.  The proceeds of such sale shall be deposited
      into
      the Distribution Account or any Series Account,
      as provided in
      the related Supplement, for distribution to the Investor Certificateholders
      of
      each Outstanding Series pursuant to Section 12.03 of this
      Agreement.  In the event that a Successor Servicer has not been
      appointed and has
      not accepted its appointment at the
      time when the Servicer ceases to act as Servicer, the Trustee without further
      action shall automatically be appointed the Successor Servicer (but shall have
      continued authority to appoint another Person as Successor Servicer).  Notwithstanding
      the
      above, the Trustee shall, if it is legally unable to act, petition a court
      of
      competent jurisdiction to appoint any established financial institution having,
      in the case of an entity that is subject to risk-based capital adequacy
      requirements, risk-based capital of
      at least $50,000,000 or, in the case of an entity that is not subject to
      risk-based capital requirements, having a net worth of not less than $50,000,000
      and whose regular business includes the servicing of VISA®
      or MasterCard®
      credit card receivables as the
      Successor Servicer hereunder.

     

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

     

    (c)         In
      connection with such appointment and
      assumption, the Trustee shall be entitled to such compensation, or may make
      such
      arrangements for the
      compensation of the Successor Servicer out of Collections, as it and such
      Successor Servicer shall agree; provided,
however,
      that no such compensation shall be in
      excess of the Monthly Servicing Fee permitted to the Servicer pursuant to
      Section 3.02.  The Transferor agrees
      that
      if the Servicer is terminated hereunder, it will agree to deposit a portion
      of
      the Collections in respect of Finance Charge

     

    
      
        
        

      

      
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    Receivables
      that it is entitled to
      receive pursuant to Article IV to pay its share of the compensation of
      the Successor
      Servicer.

     

    (d)         All
      authority and power granted to the
      Successor Servicer under this Agreement shall automatically cease and terminate
      upon termination of the Trust pursuant to Section 12.01 and shall pass to and
      be
      vested in the Transferor or its designee and, without
      limitation, the
      Transferor is hereby authorized and empowered to execute and deliver, on behalf
      of the Successor Servicer, as attorney-in-fact or otherwise, all documents
      and
      other instruments, and to do and accomplish all other acts
      or things necessary or appropriate to
      effect the purposes of such transfer of servicing rights.  The
      Successor Servicer agrees to cooperate with the Transferor (or its designee)
      in
      effecting the termination of the responsibilities and rights of the
      Successor
      Servicer to conduct servicing on
      the Receivables.  The Successor Servicer shall transfer its electronic
      records relating to the Receivables to the Transferor (or its designee) in
      such
      electronic form as the Transferor (or such designee) may reasonably
      request and shall transfer all other
      records, correspondence and documents to the Transferor (or its designee) in
      the
      manner and at such times as the Transferor (or such designee) shall reasonably
      request.  To the extent that compliance with this Section
      10.02 shall require the Successor
      Servicer to disclose to the Transferor (or its designee) information of any
      kind
      which the Successor Servicer deems to be confidential, the Transferor (or such
      designee) shall be required to enter into such customary licensing
      and confidentiality agreements as
      the Successor Servicer shall deem necessary to protect its
      interests.

     

    Section
      10.03   
Notification to
      Certificateholders.  Within
      two Business Days after the Servicer becomes aware of any Servicer Default,
      the
      Servicer shall give prompt written notice thereof to the Trustee and any
      Enhancement Provider and the Trustee shall give notice to the Investor
      Certificateholders at their respective addresses appearing in the Certificate
      Register.  Upon any termination or appointment of a Successor Servicer
      pursuant to this Article X, the Trustee shall give prompt written notice thereof
      to Investor Certificateholders at their respective addresses appearing in the
      Certificate Register.

     

    Section
      10.04   
Waiver of Past
      Defaults.  The
      Holders of Investor Certificates evidencing Undivided Interests aggregating
      more
      than 662⁄3% of the Invested Amount of each Series adversely affected by any
      default by the Servicer or the Transferor may, on behalf of all
      Certificateholders of such Series, waive any default by the Servicer or the
      Transferor in the performance of its obligations hereunder and its consequences,
      except a default in the failure to make any required deposits or payments of
      interest or principal relating to such Series pursuant to Article IV which
      default does not result from the failure of the Paying Agent to perform its
      obligations to make any required deposits or payments of interest and principal
      in accordance with Article IV.  Upon any such waiver of a past
      default, such default shall cease to exist, and any default arising therefrom
      shall be deemed to have been remedied for every purpose of this
      Agreement.  No such waiver shall extend to any subsequent or other
      default or impair any right consequent thereon except to the extent expressly so
      waived.

     

    [End
      of Article X]

    


     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    THE
      TRUSTEE

     

    Section
      11.01   
Duties of Trustee.

     

    (a)         The
      Trustee, prior to the occurrence of
      any Servicer Default and after the curing of all Servicer Defaults which may
      have occurred, undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement.  If a Responsible Officer has received
      written
      notice that a Servicer Default has occurred (and such Servicer Default has
      not
      been cured or waived), the Trustee shall exercise such of the rights and powers
      vested in it by this Agreement, and use the same degree of care
      and skill in its exercise, as a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s
      own affairs; provided,
however,
      that if the Trustee shall assume the
      duties of the Servicer pursuant to Section 8.05 or 10.02, the Trustee in performing
      such duties
      shall use the degree of skill and attention customarily exercised by a Servicer
      with respect to comparable receivables that it services for itself or
      others.

     

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

     

    (c)         Subject
      to subsection 11.01(a), no
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own misconduct; provided,
however,
      that:

     

    (i)                 the
      Trustee shall not be personally
      liable for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee, unless it shall be proved that the Trustee
      was negligent in ascertaining the pertinent facts;

     

    (ii)                 the
      Trustee shall not be personally
      liable with respect to any action taken, suffered or omitted to be taken by
      it
      in good faith in accordance with the direction of the Holders of Investor
      Certificates evidencing Undivided Interests aggregating more than 50% of the Invested
      Amount of any
      Series relating to the time, method and place of conducting any proceeding
      for
      any remedy available to the Trustee with respect to such Series, or exercising
      any trust or power conferred upon the Trustee with respect to such
      Series, under this Agreement;
      and

     

    (iii)                 the
      Trustee shall not be charged with
      knowledge of any failure by the Servicer referred to in clauses (a) and (b)
      of
      Section 10.01 or of any breach by the Servicer contemplated by clause (c) of
      Section 10.01 or any Pay
      Out Event unless a Responsible Officer of the Trustee obtains actual knowledge
      of such failure, breach or Pay Out Event or the Trustee receives written notice
      of such failure, breach or Pay Out Event from the Servicer or any Holders of
      Investor Certificates
      evidencing
      Undivided

     

    
      
        
        

      

      
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    Interests
      aggregating not less than 10%
      of the Invested Amount of any Series adversely affected
      thereby.

     

    (d)         The
      Trustee shall not be required to
      expend or risk its own funds or otherwise incur financial liability in the
      performance of any of its
      duties hereunder, or in the exercise of any of its rights or powers, if there
      is
      reasonable ground for believing that the repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to it, and
      none of the
      provisions contained in this
      Agreement shall in any event require the Trustee to perform, or be responsible
      for the manner of performance of, any of the obligations of the Servicer under
      this Agreement except during such time, if any, as the Trustee shall
      be the successor to, and be vested
      with the rights, duties, powers and privileges of, the Servicer in accordance
      with the terms of this Agreement.

     

    (e)         Except
      for actions expressly authorized
      by this Agreement, the Trustee shall take no action reasonably likely to impair the interests
      of the
      Trust in any Receivable now existing or hereafter created or to impair the
      value
      of any Receivable now existing or hereafter created.

     

    (f)         Except
      as provided in this subsection
      11.01(f), the Trustee shall have no power to vary the corpus of the Trust
      including,
      without limitation, the power to (i) accept any substitute obligation for a
      Receivable initially assigned to the Trust under Section 2.01 or 2.06 hereof,
      (ii) add any other investment, obligation or security to the Trust,
      except for an addition permitted
      under Section 2.06 or (iii) withdraw from the Trust any Receivables, except
      for
      a withdrawal permitted under Sections 2.07, 9.02, 10.02, 12.01 or 12.02
      or subsections 2.04(d)
      or 2.04(e) or Article
      IV.

     

    (g)         In
      the event that the Paying Agent or the
      Transfer Agent
      and Registrar shall fail to perform any obligation, duty or agreement in the
      manner or on the day required to be performed by the Paying Agent or the
      Transfer Agent and Registrar, as the case may be, under this Agreement,
      the Trustee shall be obligated
      promptly upon its knowledge thereof by a Responsible Officer of the Trustee
      to
      perform such obligation, duty or agreement in the manner so
      required.

     

    (h)         If
      the Transferor has agreed to transfer
      any of its credit card receivables (other than the Receivables)
      to
      another Person, upon the written request of the Transferor, the Trustee will
      enter into such intercreditor agreements with the transferee of such receivables
      as are customary and necessary to identify separately the rights,
      if any, of the Trust and such other
      Person in the Transferor’s
      credit card receivables; provided, that
      the Trust shall not be required to
      enter into any intercreditor agreement which could adversely affect the
      interests of the Certificateholders or the Trustee and, upon the
      request of the
      Trustee, the Transferor will deliver an Opinion of Counsel on any matters
      relating to such intercreditor agreement, reasonably requested by the
      Trustee.

     

    Section
      11.02   
Certain Matters Affecting
      the
      Trustee.  Except
      as otherwise provided in Section 11.01:

     

    
      
        
        

      

      
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    (a)         the
      Trustee may rely on and shall be
      protected in acting on, or in refraining from acting in accord with, any
      assignment of Receivables in Additional Accounts, the initial report, the
      monthly Servicer’s
      certificate, the annual
      Servicer’s
      certificate, the monthly payment
      instructions and notification to the Trustee, the monthly
      Certificateholders’
      statement, any resolution,
      Officer’s
      Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice, request, consent,
      order,
      appraisal, bond or other paper or document believed by it to be genuine and
      to
      have been signed or presented to it pursuant to this Agreement by the proper
      party or parties;

     

    (b)         the
      Trustee may consult with counsel,
      and any Opinion of Counsel
      shall be full and complete authorization and protection in respect of any action
      taken or suffered or omitted by it hereunder in good faith and in accordance
      with such Opinion of Counsel;

     

    (c)         the
      Trustee shall be under no obligation
      to exercise any of the
      rights or powers vested in it by this Agreement or any Enhancement, or to
      institute, conduct or defend any litigation hereunder or in relation hereto,
      at
      the request, order or direction of any of the Certificateholders or any
      Enhancement Provider,
      pursuant to the provisions of this
      Agreement, unless such Certificateholders or Enhancement Provider shall have
      offered to the Trustee reasonable security or indemnity against the costs,
      expenses and liabilities which may be incurred therein or thereby;
      nothing contained herein shall,
      however, relieve the Trustee of the obligations, upon the occurrence of any
      Servicer Default (which has not been cured or waived), to exercise such of
      the
      rights and powers vested in it by this Agreement and any Enhancement,
      and to use the same degree of care
      and skill in its exercise as a prudent person would exercise or use under the
      circumstances in the conduct of his own affairs;

     

    (d)         the
      Trustee shall not be personally
      liable for any action taken, suffered or omitted by it in good faith and believed
      by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (e)         the
      Trustee shall not be bound to make
      any investigation into the facts of matters stated in any assignment of
      Receivables in Additional
      Accounts, the initial report, the monthly Servicer’s
      certificate, the annual
      Servicer’s
      certificate, the monthly payment
      instructions and notification to the Trustee, the monthly
      Certificateholders’
      statement, any resolution, certificate,
      statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or document, unless requested in writing so to do by Holders of Investor
      Certificates evidencing Undivided Interests aggregating more than 50% of the
      Invested
      Amount of any Series which could be
      adversely affected if the Trustee does not perform such
      acts;

     

    (f)         the
      Trustee may execute any of the
      trusts or powers hereunder or perform any duties hereunder either directly
      or by
      or through agents or attorneys or a custodian, and the Trustee
      shall not be
      responsible for any misconduct or negligence on the part of any such agent,
      attorney or custodian appointed with due care by it
      hereunder;

     

    (g)         except
      as may be required by subsection
      11.01(a), the Trustee shall not be required to make any initial
      or periodic
      examination of any documents or records related to the Receivables or the
      Accounts for the purpose of establishing the presence or absence
      of

     

    
      
        
        

      

      
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    defects,
      the compliance by the
      Transferor with its representations and warranties
      or for any other purpose;
      and

     

    (h)         whenever
      in the administration of this
      Agreement the Trustee shall deem it desirable that a matter be proved or
      established prior to taking, suffering or omitting any action hereunder, the
      Trustee (unless other evidence be herein specifically prescribed)
      may, in
      the absence of bad faith on its part, rely upon an Officer’s
      Certificate.

     

    Section
      11.03   
Trustee Not Liable
      for Recitals
      in Certificates.  The
      Trustee assumes no responsibility for the correctness of the recitals contained
      herein and in the Certificates (other than the certificate of authentication
      on
      the Certificates).  Except as set forth in Section 11.15, the Trustee
      makes no representations as to the validity or sufficiency of this Agreement
      or
      of the Certificates (other than the certificate of authentication on the
      Certificates) or of any Receivable or related document.  The Trustee
      shall not be accountable for the use or application by the Transferor of any
      of
      the Certificates or of the proceeds of such Certificates, or for the use or
      application of any funds paid to the Transferor in respect of the Receivables
      or
      deposited in or withdrawn from the Collection Account, the Principal Account
      or
      the Finance Charge Account or any Series Account or other accounts now or
      hereafter established to effectuate the transactions contemplated herein and
      in
      accordance with the terms hereof.

     

    Section
      11.04   
Trustee May Own
      Certificates.  The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Investor Certificates with the same rights as it would have if it were not
      the Trustee.

     

    Section
      11.05   
The Servicer to Pay
      Trustee’s
      Fees and
      Expenses.  The
      Servicer covenants and agrees to pay to the Trustee from time to time, and
      the
      Trustee shall be entitled to receive, reasonable compensation (which shall
      not
      be limited by any provision of law in regard to the compensation of a trustee
      of
      an express trust) for all services rendered by the Trustee in the execution
      of
      the Trust hereby created and in the exercise and performance of any of the
      powers and duties hereunder of the Trustee, and, subject to Section 8.04, the
      Servicer will pay or reimburse the Trustee (without reimbursement from any
      Investor Account, any Series Account or otherwise) upon its request for all
      reasonable expenses, disbursements and advances incurred or made by the Trustee
      in accordance with any of the provisions of this Agreement (including the
      reasonable fees and expenses of its agents and counsel) except any such expense,
      disbursement or advance as may arise from its own negligence or bad faith and
      except as provided in the following sentence.  If the Trustee is
      appointed Successor Servicer pursuant to Section 10.02, the provisions of this
      Section 11.05 shall not apply to expenses, disbursements and advances made
      or
      incurred by the Trustee in its capacity as Successor Servicer (which shall
      be
      covered out of the Monthly Servicing Fee).

     

    The
      obligations of the Servicer under this Section 11.05 shall survive the
      termination of the Trust and the resignation or removal of the
      Trustee.

     

    Section
      11.06   
Eligibility
      Requirements for
      Trustee.  The
      Trustee hereunder shall at all times be a corporation organized and doing
      business under the laws of the United States of America or any state thereof
      authorized under such laws to exercise corporate trust powers, having a
      long-term unsecured debt rating of at least “Baa3” by Moody’s and “BBB-”
by

     

    
      
        
        

      

      
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    Standard
      & Poor’s, having, in the case of an entity that is subject to risk-based
      capital adequacy requirements, risk-based capital of at least $50,000,000 or,
      in
      the case of an entity that is not subject to risk-based capital adequacy
      requirements, having a combined capital and surplus of at least $50,000,000
      and
      subject to supervision or examination  by federal or state
      authority.  If such corporation publishes reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purpose of this Section 11.06,
      the combined capital and surplus of such corporation shall be deemed to be
      its
      combined capital and surplus as set forth in its most recent report of condition
      so published.  In case at any time the Trustee shall cease to be
      eligible in accordance with the provisions of this Section 11.06, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      11.07.

     

    Section
      11.07   
Resignation or Removal
      of
      Trustee.

     

    (a)         The
      Trustee may at any time resign and
      be discharged from the Trust hereby created by giving written notice thereof
      to
      the Servicer.  Upon receiving such notice of resignation, the Servicer shall promptly
      appoint a
      successor trustee by written instrument, in duplicate, one copy of which
      instrument shall be delivered to the resigning Trustee and one copy to the
      successor trustee.  If no successor trustee shall have been so
      appointed
      and have accepted such appointment
      within 30 days after the giving of such notice of resignation, the resigning
      Trustee may petition any court of competent jurisdiction for the appointment
      of
      a successor trustee.

     

    (b)         If
      at any time the Trustee shall cease
      to be eligible in
      accordance with the provisions of Section 11.06 hereof and shall fail to resign
      after written request therefor by the Transferor, or if at any time the Trustee
      shall be legally unable to act, or shall be adjudged as bankrupt or
      insolvent, or
      a receiver of the Trustee or of its
      property shall be appointed, or any public officer shall take charge or control
      of the Trustee or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Transferor may, but
      shall not be required to, remove the
      Trustee and promptly appoint a successor trustee by written instrument, in
      duplicate, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor trustee.

     

    (c)         Any
      resignation or removal of the Trustee
      and appointment
      of a successor trustee pursuant to any of the provisions of this Section 11.07
      shall not become effective until acceptance of appointment by the successor
      trustee as provided in Section 11.08 hereof and any liability of
      the Trustee arising hereunder shall
      survive such appointment of a successor trustee.

     

    Section
      11.08   
Successor
      Trustee.

     

    (a)         Any
      successor trustee appointed as
      provided in Section 11.07 hereof shall execute, acknowledge and deliver to
      the
      Transferor and to its predecessor Trustee an instrument
      accepting such
      appointment hereunder, and thereupon the resignation or removal of the
      predecessor Trustee shall become effective and such successor trustee, without
      any further act, deed or conveyance, shall become fully vested with all
      the rights, powers, duties and
      obligations of its predecessor hereunder, with the like effect as if originally
      named as Trustee

     

    
      
        
        

      

      
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    herein.  The
      predecessor
      Trustee shall deliver to the successor trustee all documents and statements
      held
      by it hereunder, and
      the Transferor and the predecessor
      Trustee shall execute and deliver such instruments and do such other things
      as
      may reasonably be required for fully and certainly vesting and confirming in
      the
      successor trustee all such rights, powers, duties and obligations.

     

    (b)         No
      successor trustee shall accept
      appointment as provided in this Section 11.08 unless at the time of such
      acceptance such successor trustee shall be eligible under the provisions of
      Section 11.06 hereof.

     

    (c)         Upon
      acceptance of appointment by a
      successor trustee as
      provided in this Section 11.08, such successor trustee shall mail notice of
      such
      succession hereunder to all Certificateholders at their respective addresses
      as shown in the Certificate
      Register.

     

    Section
      11.09   
Merger or Consolidation
      of
      Trustee.  Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      the corporate trust business of the Trustee, shall be the successor of the
      Trustee hereunder, provided such corporation shall be eligible under the
      provisions of Section 11.06 hereof, without the execution or filing of any
      paper
      or any further act on the part of any of the parties hereto, anything herein
      to
      the contrary notwithstanding.

     

    Section
      11.10   
Appointment of Co-Trustee
      or
      Separate Trustee.

     

    (a)         Notwithstanding
      any other provisions of
      this Agreement, at any time, for the purpose of meeting any legal requirements
      of any jurisdiction in which any part of the Trust may at
      the time be
      located, the Trustee shall have the power and may execute and deliver all
      instruments, subject to the prior written notice to
      the Transferor,
      to appoint one or more Persons to act
      as a co-trustee or co-trustees, or separate trustee or separate
      trustees, of all
      or any part of the Trust, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Certificateholders, such title
      to the
      Trust, or any part thereof,
      and, subject to the other provisions of this Section 11.10, such
      powers, duties,
      obligations, rights and trusts as the Trustee may consider necessary or
      desirable; provided,
however,
      that such appointed co-trustee
or separate
      trustee agrees to comply
      with the terms of this Agreement, including the requirement to provide
      an assessment
      pursuant to Section 14.04 hereof.  No co-trustee or separate
      trustee
      hereunder shall be required to meet the terms of eligibility as a successor
      trustee under Section 11.06 and no notice to Certificateholders of the
      appointment of any
      co-trustee or separate trustee shall be required under Section 11.08
      hereof.

     

    (b)         Every
      separate trustee and co-trustee
      shall, to the extent permitted by law, be appointed and act subject to the
      following provisions and conditions:

     

    (i)                 all
      rights, powers, duties and obligations
      conferred or imposed upon the Trustee shall be conferred or imposed upon and
      exercised or performed by the Trustee and such separate trustee or co-trustee
      jointly (it being understood that such separate trustee or co-trustee
      is not authorized to act separately
      without the Trustee joining in such act), except to the extent that under any
      laws of any jurisdiction in which

     

    
      
        
        

      

      
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    any
      particular act or acts are to be
      performed (whether as Trustee hereunder or as successor to the
      Servicer
      hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to the
      Trust or any portion thereof in any such jurisdiction) shall be exercised
      and performed singly by such
      separate trustee or co-trustee, but solely at the direction of the
      Trustee;

     

    (ii)                 no
      trustee hereunder shall be personally
      liable by reason of any act or omission of any other trustee hereunder;
      and

     

    (iii)                 the
      Trustee may at any time accept the resignation
      of or remove any
      separate trustee or co-trustee.

     

    (c)         Any
      notice, request or other writing
      given to the Trustee shall be deemed to have been given to each of the then
      separate trustees and co-trustees, as effectively as if given to each
of them.  Every
      instrument appointing any separate trustee or co-trustee shall refer to this
      Agreement and the conditions of this Article XI.  Each separate
      trustee and co-trustee, upon its acceptance of the trusts conferred, shall
      be
      vested with the estates
      or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to
      the conduct
      of, affecting the liability of,
      or affording protection to, the Trustee.  Every such instrument shall
      be filed with the Trustee and a copy thereof given to the
      Servicer.

     

    (d)         Any
      separate trustee or co-trustee may
      at any time constitute the Trustee as its agent or attorney-in-fact
      with full
      power and authority, to the extent not prohibited by law, to do any lawful
      act
      under or in respect of
      this Agreement on its behalf and in its
      name.  If any separate trustee or co-trustee shall die, become
      incapable of acting, resign
      or be removed, all of its estates, properties, rights, remedies and trusts
      shall
      vest in and be exercised by the Trustee, to the extent permitted by law, without
      the appointment of a new or successor trustee.

     

    Section
      11.11   
Tax
      Returns.  In
      the event the Trust shall be required to file tax returns, the Servicer shall
      at
      its expense prepare or cause to be prepared any tax returns required to be
      filed
      by the Trust and, to the extent possible, shall remit such returns to the
      Trustee for signature at least five days before such returns are due to be
      filed.  The Trustee is hereby authorized to sign any such return on
      behalf of the Trust.  The Servicer shall prepare or shall cause to be
      prepared all tax information required by law to be distributed to
      Certificateholders and shall deliver such information to the Trustee at least
      five days prior to the date it is required by law to be distributed to
      Certificateholders.  The Trustee, upon request, will furnish the
      Servicer with all such information known to the Trustee as may be reasonably
      required in connection with the preparation of all tax returns of the Trust
      and
      shall, upon request, execute such return.  In no event shall the
      Trustee or the Servicer be liable for any liabilities, costs or expenses of
      the
      Trust, the Investor Certificateholders or the Certificate Owners arising under
      any tax law, including without limitation federal, state, local or foreign
      income or excise taxes or any other tax imposed on or measured by income (or
      any
      interest or penalty with respect thereto or arising from a failure to comply
      therewith).

     

    
      
        
        

      

      
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    Section
      11.12   
Trustee May Enforce
      Claims
      Without Possession of Certificates.  All
      rights of action and claims under this Agreement or any Series of Certificates
      may be prosecuted and enforced by the Trustee without the possession of any
      of
      the Certificates or the production thereof in any proceeding relating thereto,
      and any such proceeding instituted by the Trustee shall be brought in its own
      name as trustee.  Any recovery of judgment shall, after provision for
      the payment of the reasonable compensation, expenses, disbursements and advances
      of the Trustee, its agents and counsel, be for the ratable benefit of any Series
      of Certificateholders in respect of which such judgment has been
      obtained.

     

    Section
      11.13   
Suits for Enforcement.  If
      a Servicer Default shall occur and be continuing, the Trustee, in its discretion
      may, subject to the provisions of Section 10.01, proceed to protect and enforce
      its rights and the rights of any Series of Certificateholders under this
      Agreement by a suit, action or proceeding in equity or at law or otherwise,
      whether for the specific performance of any covenant or agreement contained
      in
      this Agreement or in aid of the execution of any power granted in this Agreement
      or for the enforcement of any other legal, equitable or other remedy as the
      Trustee, being advised by counsel, shall deem most effectual to protect and
      enforce any of the rights of the Trustee or any Series of
      Certificateholders.

     

    Section
      11.14   
Rights of Certificateholders
      to
      Direct Trustee.  Holders
      of Investor Certificates evidencing Undivided Interests aggregating more than
      50% of the Aggregate Invested Amount (or, with respect to any remedy, trust
      or
      power that does not relate to all Series, 50% of the aggregate Invested Amount
      of the Investor Certificates of all Series to which such remedy, trust or power
      relates) shall have the right to direct the time, method, and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      any trust or power conferred on the Trustee; provided, however,
      that, subject to Section 11.01, the Trustee shall have the right to decline
      to
      follow any such direction if the Trustee being advised by counsel determines
      that the action so directed may not lawfully be taken, or if the Trustee in
      good
      faith shall, by a Responsible Officer or Responsible Officers of the Trustee,
      determine that the proceedings so directed would be illegal or involve it in
      personal liability or be unduly prejudicial to the rights of Certificateholders
      not parties to such direction; and provided,
further, that nothing in this Agreement shall impair the
      right of the Trustee to take any action deemed proper by the Trustee and which
      is not inconsistent with such direction of such Holders of Investor
      Certificates.

     

    Section
      11.15   
Representations
      and Warranties of
      Trustee.  The
      Trustee represents and warrants that:

     

    (i)                 the
      Trustee is a Delaware banking
      corporation organized, existing and authorized to engage in the business of
      banking under the laws of the United States of America;

     

    (ii)                 the
      Trustee has full power, authority
      and right to
      execute, deliver and perform this Agreement, and has taken all necessary action
      to authorize the execution, delivery and performance by it of this Agreement;
      and

     

    (iii)                 this
      Agreement has been duly executed
      and delivered by the
      Trustee.

     

    
      
        
        

      

      
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    Section
      11.16   
Maintenance of Office
      or
      Agency.  The
      Trustee will maintain at its expense an office or offices, or agency or
      agencies, where notices and demands to or upon the Trustee in respect of the
      Certificates and this Agreement may be served.  The Trustee initially
      appoints its Corporate Trust Office as its office for such purposes. The Trustee
      will give prompt written notice to the Servicer and to Certificateholders (or
      in
      the case of Holders of Bearer Certificates, in the manner provided for in the
      related Supplement) of any change in the location of the Certificate Register
      or
      any such office or agency.

     

    [End
      of Article XI]

    


     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    TERMINATION

     

    Section
      12.01   
Termination of
      Trust.

     

    (a)         The
      respective obligations and
      responsibilities of the Transferor, the Servicer and the Trustee created hereby (other
      than the
      obligation of the Trustee to make payments to Certificateholders as hereinafter
      set forth) shall terminate, except with respect to the duties described in
      Sections
      8.04 and 11.05 and
      subsections
      2.04(c) and 12.03(b), on the Trust Termination
      Date; provided,
however,
      that the Trust shall not terminate on
      the date specified in clause (i) of the definition of “Trust
      Termination Date”
      if each of the Servicer and the Holder
      of the Exchangeable Transferor Certificate notify the Trustee in writing, not
      later than five
      Business Days preceding such date, that they desire that the Trust not terminate
      on such date, which notice (such notice, a “Trust
      Extension”)
      shall specify the date on which the
      Trust shall terminate (such date, the “Extended
      Trust Termination
      Date”);
provided,
however,
      that the Extended Trust Termination
      Date shall be not later than August 1, 2032.  The Servicer and the
      Holder of the Exchangeable Transferor Certificate may, on any date following
      the
      Trust Extension, so long as
      no Series of Certificates is outstanding, deliver a notice in writing to the
      Trustee changing the Extended Trust Termination Date.

     

    (b)         In
      the event that (i) the Trust has not
      terminated by the last Distribution Date occurring in the second month
      preceding the Trust
      Termination Date, and (ii) the Invested Amount of any Series (after giving
      effect to all transfers, withdrawals, deposits and drawings to occur on such
      date and the payment of principal on any Series of Certificates to be made
      on
      the related
      Distribution Date during such month
      pursuant to Article IV) would be greater than zero, the Servicer shall sell
      within 30 days after such Transfer Date all the Receivables.  The
      Servicer shall notify each Enhancement Provider of the proposed sale of
      the
      Receivables and shall provide each
      Enhancement Provider an opportunity to bid on the Receivables.  None
      of the Transferor, any Affiliate of the Transferor or any agent of the
      Transferor shall be permitted to purchase such Receivables in such
      case.  The proceeds
      of any such sale shall be
      treated as Collections on the Receivables and shall be allocated and deposited
      in accordance with Article IV; provided,
however,
      that the Trustee shall determine
      conclusively in its sole discretion the amount of such proceeds which are allocable
      to Finance
      Charge Receivables and the amount of such proceeds which are allocable to
      Principal Receivables.  During such thirty-day period, the Servicer
      shall continue to collect payments on the Receivables and allocate and
      deposit such
      payments in accordance with the
      provisions of Article IV.

     

    (c)         All
      principal or interest with respect
      to any
      Series of Investor Certificates shall
      be due and payable no later than the Series Termination Date with respect to
      such Series.  Unless otherwise provided in a Supplement,
      in the event
      that the Invested Amount of any Series of Certificates is greater than zero
      on
      its Series Termination Date, after giving effect to all transfers, withdrawals,
      deposits and drawings to occur on such date and the payment
      of principal to be made on such Series
      on such date, the Trustee will sell or cause to be sold, and pay the proceeds
      to
      all Certificateholders of such Series pro rata
      in final payment of all principal of
      and accrued interest on such Series of Certificates, an amount of Principal
      Receivables and
      the

     

    
      
        
        

      

      
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    related
      Finance Charge Receivables (or
      interests therein) up to 110% of the Invested Amount of such Series at the
      close
      of business on such date (but not more than an amount of Receivables equal
      to
      the sum of (1)
      the product of (A) the Transferor
      Percentage, (B) the aggregate outstanding Principal Receivables and (C) a
      fraction the numerator of which is the related Investor Percentage of
      Collections of Finance Charge Receivables and the denominator of which is
      the
      sum of all Investor Percentages with
      respect to Collections of Finance Charge Receivables of all Series outstanding
      and (2) the Invested Amount of such Series).  The Trustee shall notify
      each Enhancement Provider of the proposed sale of such Receivables and
      shall provide each Enhancement
      Provider an opportunity to bid on such Receivables.  None of the
      Transferor, any Affiliate of the Transferor or any agent of the Transferor
      shall
      be permitted to purchase such Receivables in such case.  Any proceeds
      of such
      sale in excess of such principal and
      interest paid shall be paid to the Holder of the Exchangeable Transferor
      Certificate.  Upon such Series Termination Date with respect to the
      applicable Series of Certificates, final payment of all amounts allocable
to
      any Investor Certificates of such
      Series shall be made in the manner provided in Section
      12.03.

     

    Section
      12.02   
Optional
      Purchase.

     

    (a)         If
      so provided in any Supplement, the
      Transferor (so long as the Transferor is the Servicer or an Affiliate of the
      Servicer) may, but shall
      not be obligated to, cause a final distribution to be made in respect of the
      related Series of Certificates on a Distribution Date specified in such
      Supplement by depositing into the Distribution Account or the applicable Series
      Account, not later than the
      Transfer Date preceding such
      Distribution Date, for application in accordance with Section 12.03, the amount
      specified in such Supplement; provided,
however
that
      if the short-term deposits or
      long-term unsecured debt obligations of the Transferor (or, if neither such deposits
      nor such
      obligations of the Transferor are rated by Moody’s,
      then the short-term deposits or
      long-term unsecured debt obligations of the holding company of the Transferor
      so
      long as such holding company is JPMorgan
      Chase&
Co.)
      are not rated at the time
      of such purchase
      of Receivables at least “P-3”
      or “Baa-3,”
      respectively, by Moody’s,
      no such event shall occur unless the
      Transferor shall deliver an Opinion of Counsel or an Officer’s
      Certificate reasonably acceptable to
      the Trustee that such
      deposit into the Distribution Account or any Series Account as provided in
      the
      related Supplement would not constitute a fraudulent conveyance of the
      Transferor.

     

    (b)         The
      amount deposited pursuant to
      subsection 12.02(a) shall be paid to the Investor Certificateholders of
      the related Series
      pursuant to Section 12.03 on the related Distribution Date following the date
      of
      such deposit.  All Certificates of a Series which are purchased by the
      Transferor pursuant to subsection 12.02(a) shall be delivered by
      the Transferor upon such purchase to,
      and be canceled by, the Transfer Agent and Registrar and be disposed of in
      a
      manner satisfactory to the Trustee and the Transferor.  The Invested
      Amount of each Series which is purchased by the Transferor pursuant
      to subsection
      12.02(a) shall, for the
      purposes of the definition of “Transferor
      Interest,”
      be deemed to be equal to zero on the
      Distribution Date following the making of the deposit, and the Transferor
      Interest shall thereupon be deemed to have been increased by the Invested Amount
      of such
      Series.

     

    
      
        
        

      

      
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    Section
      12.03   
Final Payment with
      Respect to
      any Series.

     

    (a)         Written
      notice of any termination,
      specifying the Distribution Date upon which the Investor Certificateholders
      of
      any Series may surrender their Certificates for payment of the final distribution
      with respect to
      such Series and cancellation, shall be given (subject to at least two Business
      Days’
      prior notice from the Servicer to the
      Trustee) by the Trustee to Investor Certificateholders of such Series mailed
      not
      later than the fifth day of
      the month of such final distribution (or in the manner provided by the
      Supplement relating to such Series) specifying (i) the Distribution Date (which
      shall be the Distribution Date in the month (x) in which the deposit is made
      pursuant to subsection
      2.04(e), 9.02(a), 10.02(a)
or 12.02(a)
      of this Agreement or such other
      section as may
      be specified in the related Supplement, or (y) in which the related Series
      Termination Date occurs) upon which final payment of such Investor Certificates
      will be made upon
      presentation and surrender of such Investor Certificates at the office or
      offices therein designated (which, in the case of Bearer Certificates, shall
      be
      outside the United States of America), (ii) the amount of any such final payment
      and (iii)
      that the Record Date otherwise
      applicable to such Distribution Date is not applicable, payments being made
      only
      upon presentation and surrender of the Investor Certificates at the office
      or
      offices therein specified.  The Servicer’s
      notice to the Trustee in accordance with the
      preceding
      sentence shall be
      accompanied by an Officer’s
      Certificate setting forth the
      information specified in Article V of this Agreement covering the period during
      the then current calendar year through the date of such notice and setting forth the date
      of such final
      distribution.  The Trustee shall give such notice to the Transfer
      Agent and Registrar and the Paying Agent at the time such notice is given to
      such Investor
      Certificateholders.

     

    (b)         Notwithstanding
      the termination of the
      Trust pursuant to
      subsection 12.01(a) or the occurrence of the Series Termination Date with
      respect to any Series, all funds then on deposit in the Finance Charge Account,
      the Principal Account, the Distribution Account or any Series Account applicable
      to the
      related Series shall continue to be
      held in trust for the benefit of the Certificateholders of the related Series
      and the Paying Agent or the Trustee shall pay such funds to the
      Certificateholders of the related Series upon surrender of their
      Certificates
      (which surrenders and payments, in the
      case of Bearer Certificates, shall be made only outside the United States of
      America).  In the event that all of the Investor Certificateholders of
      any Series shall not surrender their Certificates for cancellation within
      six months after the date
      specified in the above-mentioned written notice, the Trustee shall give a second
      written notice (or, in the case of Bearer Certificates, publication notice)
      to
      the remaining Investor Certificateholders of such Series upon receipt
      of the appropriate records from
      the Transfer Agent and Registrar to surrender their Certificates for
      cancellation and receive the final distribution with respect
      thereto.  If within one and one half years after the second notice
      with respect to a Series,
      all the Investor Certificates of
      such Series shall not have been surrendered for cancellation, the Trustee may
      take appropriate steps or may appoint an agent to take appropriate steps, to
      contact the remaining Investor Certificateholders of such Series
      concerning surrender of their
      Certificates, and the cost thereof shall be paid out of the funds in the
      Distribution Account or any Series Account held for the benefit of such Investor
      Certificateholders.  The Trustee and the Paying Agent shall pay to
      the
      Transferor upon request any monies
      held by them for the payment of principal or interest which remains unclaimed
      for two years.  After payment to the Transferor, Investor
      Certificateholders entitled to the money must look to the Transferor
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    payment
      as
      general creditors unless an applicable
      abandoned property law designates another Person.

     

    (c)         All
      Certificates surrendered for payment
      of the final distribution with respect to such Certificates and cancellation
      shall be canceled by the Transfer Agent and Registrar and be disposed
      of in a manner
      satisfactory to the Trustee and the Transferor.

     

    Section
      12.04   
Termination Rights
      of Holder of
      Exchangeable Transferor Certificate.  Upon
      the termination of the Trust pursuant to Section 12.01, and after payment of
      all
      amounts due hereunder on or prior to such termination and, if there is a
      currently existing Exchangeable Transferor Certificate, the surrender of the
      Exchangeable Transferor Certificate, the Trustee shall execute a written
      reconveyance substantially in the form of Exhibit H pursuant to which it
      shall reconvey to the Holder of the Exchangeable Transferor Certificate (without
      recourse, representation or warranty) all right, title and interest of the
      Trust
      in and to the Receivables, whether then existing or thereafter created, all
      moneys due or to become due with respect thereto (including all accrued interest
      theretofore posted as Finance Charge Receivables) and all proceeds thereof
      and
      Insurance Proceeds relating thereto and Interchange (if any) allocable to the
      Trust pursuant to any Supplement, except for amounts, if any, held by the
      Trustee pursuant to subsection 12.03(b).  The Trustee shall execute
      and deliver such instruments of transfer and assignment, in each case without
      recourse, as shall be reasonably requested by the Holder of the Exchangeable
      Transferor Certificate to vest in such Holder all right, title and interest
      which the Trust had in the Receivables (and any costs or expenses incurred
      by
      the Trustee in connection with such reconveyances shall be reimbursed by the
      Servicer).

     

    [End
      of Article XII]

    


     

    
      
        
        

      

      
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    ARTICLE
      XIII


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      13.01   
Amendment.

     

    (a)         This
      Agreement or any Supplement may be
      amended in writing from time to time by the Servicer, the Transferor and the
      Trustee, without the consent of any of Certificateholders; provided, that
      such action shall not, (i) as evidenced
      by an Opinion of Counsel for the Transferor addressed and delivered to the
      Trustee, adversely affect in any material respect the interests of any Investor
      Certificateholder or (ii) as evidenced by an Officer’s
      Certificate from the Transferor,
      significantly change the Permitted Activities of the Trust; provided further,
      that each Rating Agency shall have
      notified the Transferor, the Servicer and the Trustee in writing that such
      action will not result in a reduction or withdrawal
      of the rating of
      any outstanding Series or Class to which it is a Rating Agency and provided,
further,
      that the Trustee may, but shall not be
      obligated to, enter into any such amendment which materially affects the
      Trustee’s
      rights, duties or immunities
      under this
      Agreement or otherwise.

     

    (b)         This
      Agreement or any Supplement may
      also be amended in writing from time to time by the Servicer, the Transferor
      and
      the Trustee (x) with the consent of the Holders of Investor Certificates
      evidencing Undivided
      Interests aggregating not less than 662⁄3% of the Invested Amount
      of each
      outstanding Series adversely affected by such amendment for the purpose of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement
      or any Supplement or modifying
      in any manner the rights of Investor Certificateholders of any Series then
      issued and outstanding or (y) with the consent of the Holders of Investor
      Certificates evidencing Undivided Interests aggregating more than 50%
      of the Invested Amount of each
      outstanding Series for the purpose of significantly changing the Permitted
      Activities of the Trust if such amendment shall not, as evidenced by an
      Officer’s
      Certificate, adversely affect in any
      material respect the interests of any Investor Certificateholder;
      provided,
however,
      that no such amendment shall (i)
      reduce in any manner the amount of, or delay the timing of, distributions which
      are required to be made on any Investor Certificates of such Series without
      the
      consent of each Investor
      Certificateholders of such Series, (ii) change the definition of or the manner
      of calculating the Invested Amount, the Investor Percentage or the Investor
      Default Amount of such Series without the consent of each Investor
      Certificateholder
      of such Series or (iii) reduce the
      aforesaid percentage required to consent to any such amendment, without the
      consent of each Investor Certificateholder of all Series adversely
      affected.  The Trustee may, but shall not be obligated to, enter into
      any such
      amendment which affects the
      Trustee’s
      rights, duties or immunities under
      this Agreement or otherwise.

     

    (c)         Notwithstanding
      anything in this Section
      13.01 to the contrary, the Series Supplement with respect to any Series may
      be
      amended on the items and in accordance with the procedures
      provided
      in such Series Supplement.

     

    (d)         Promptly
      after the execution of any such
      amendment (other than an amendment pursuant to subsection 13.01(a)),
      the Trustee shall furnish
      notification of the substance of such amendment to each Investor Certificateholder
      of each
      Series adversely

     

    
      
        
        

      

      
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    affected
      and 10 Business Days prior to
      the proposed effective date for such amendment the Trustee shall furnish
      notification of the substance of such amendment to each Rating Agency providing
      a rating for
      such Series.

     

    (e)         It
      shall not be necessary for the
      consent of Investor Certificateholders under this Section 13.01 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 Investor
      Certificateholders shall be subject to such reasonable requirements as the
      Trustee may prescribe.

     

    (f)         Any
      Series Supplement executed and
      delivered pursuant to
      Section 6.09 and any amendments regarding the addition to or removal of
      Receivables from the Trust as provided in Sections 2.06 and 2.07, executed
      in
      accordance with the provisions hereof, shall not be considered amendments to
      this Agreement for the
      purpose of subsections 13.01(a) and
      (b).

     

    (g)         In
      connection with any amendment, the
      Trustee may request an Opinion of Counsel from the Transferor or the Servicer
      to the effect that the
      amendment complies with all requirements of this Agreement.

     

    Section
      13.02   
Protection of Right,
      Title and Interest to
      Trust.

     

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

     

    (b)         Within
      30 days after the Transferor
      makes any change in its name, identity or corporate structure which would make
      any financing statement or continuation statement filed in accordance with
      subsection 13.02(a)
      above materially misleading
      within the meaning
      of Section 9-506 of the UCC as in effect in the State of Delaware, the
      Transferor shall give the Trustee notice of any such change and shall file
      such
      financing statements or amendments as may be necessary to continue
      the perfection of the
      Trust’s
      security interest in the Receivables
      and the proceeds thereof.

     

    (c)         Each
      of the Transferor and the Servicer
      will give the Trustee prompt written notice of any change in the jurisdiction
      in
      which it is located (as such location is determined pursuant
      to Section 9-307
      of the UCC), provided,
that,
      as a result of such relocation, 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

     

    
      
        
        

      

      
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    required,
      each of the Transferor and the
      Servicer shall file such
      financing statements or amendments as may be necessary to continue the
      perfection of the Trust’s
      security interest in the Receivables
      and the proceeds thereof.

     

    (d)         The
      Transferor will deliver
      to the Trustee:
      (i) upon each date that any Additional Accounts are to be included in the
      Accounts pursuant to Section 2.06, an Opinion of Counsel substantially in the
      form of Exhibit
      E; and (ii) on or
      before March 31 of each year, an Opinion of Counsel,
      substantially in
      the form of Exhibit
      F.

     

    Section
      13.03   
Limitation on Rights
      of
      Certificateholders.

     

    (a)         The
      death or incapacity of any Investor
      Certificateholder shall not operate to terminate this Agreement or the Trust,
      nor shall such death or incapacity entitle such
      Certificateholder’s
      legal representatives or heirs to
      claim an accounting or to take any action or commence any proceeding in any
      court for a partition
      or
      winding-up of the Trust,
      nor otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of
      them.

     

    (b)         No
      Investor Certificateholder shall have
      any right to vote (except with respect to the Investor Certificateholders as
      provided in Section 13.01 hereof) or in any manner otherwise control the
      operation and management of
      the Trust, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the Certificates, be construed so as
      to
      constitute the Certificateholders from time to time as members of an
      association; nor shall any
      Investor Certificateholder be under
      any liability to any third person by reason of any action taken by the parties
      to this Agreement pursuant to any provision hereof.

     

    (c)         No
      Certificateholder shall have any
      right by virtue of any provisions of this Agreement to institute any suit,
      action or
      proceeding in equity or at law upon or under or with respect to this Agreement,
      unless such Certificateholder previously shall have given written notice to
      the
      Trustee, and unless the Holders of Certificates evidencing Undivided
      Interests aggregating more than
      50% of the Invested Amount of any Series which may be adversely affected but
      for
      the institution of such suit, action or proceeding, shall have made written
      request upon the Trustee to institute such action, suit or proceeding
      in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses and liabilities to be incurred therein
      or thereby, and the Trustee, for 60 days after its receipt of
      such notice, request and offer of
      indemnity, shall have neglected or refused to institute any such action, suit
      or
      proceeding; it being understood and intended, and being expressly covenanted
      by
      each Certificateholder with every other Certificateholder and
      the Trustee, that no one or more
      Certificateholders shall have the right in any manner whatever by virtue or
      by
      availing itself or themselves of any provisions of this Agreement to affect,
      disturb or prejudice the rights of the Certificateholders of any
      other of the Certificates, or to obtain
      or seek to obtain priority over or preference to any other such
      Certificateholder, or to enforce any right under this Agreement, except in
      the
      manner herein provided and for the equal, ratable and common benefit
      of all
      Certificateholders.  For
      the protection and enforcement of the provisions of this Section 13.03, each
      and
      every Certificateholder and the Trustee shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    
      
        
        

      

      
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    Section
      13.04    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
      13.05   
Notices.  All
      demands, notices, instructions, directions and communications under this
      Agreement shall be in writing and shall be deemed to have been duly given if
      personally delivered, mailed by registered mail, return receipt requested,
      postage prepaid, sent by facsimile transmission, or sent by electronic mail
      or
      by such other means acceptable to the recipient (i) in the case of the
      Transferor or the Servicer, to 201 North Walnut Street, Wilmington, Delaware
      19801, Attention: Keith W. Schuck, President, telephone: (302) 282-3591, fax:
      (302) 282-7634  (electronic mail: keith.w.schuck@chase.com) with a
      copy to JPMorgan Chase & Co., 270 Park Avenue, Floor 28, New York, New York
      10017, Attention: Brent Barton, Vice President - Securitization, telephone:
      (212) 270-3254, fax: (212) 270-1850 (electronic mail:
      brent.barton@jpmchase.com), (ii) in the case of the Trustee, to the Corporate
      Trust Office, Attention: Kristine K. Gullo, Vice President, telephone: (302)
      283-8905, fax: (302) 453-4400  (electronic mail: kgullo@bankofny.com),
      (iii) in the case of the Enhancement Provider for a particular Series, to the
      address, if any, specified in the Supplement relating to such Series and (iv)
      in
      the case of the Rating Agency for a particular Series, to the address, if any,
      specified in the Supplement relating to such Series; or, as to each party,
      at
      such other address, facsimile number or electronic mail as shall be designated
      by such party in a written notice to each other party.  Unless
      otherwise provided with respect to any Series in the related Supplement any
      notice required or permitted to be mailed to a Certificateholder shall be given
      by first-class mail, postage prepaid, at the address of such Certificateholder
      as shown in the Certificate Register, or with respect to any notice required
      or
      permitted to be made to the Holders of Bearer Certificates, by publication
      in
      the manner provided in the related Supplement.  If and so long as any
      Series or Class is listed on the Euro MTF market of the Luxembourg Stock
      Exchange and such exchange shall so require, any notice to Investor
      Certificateholders shall be published in an authorized newspaper of general
      circulation in Luxembourg within the time period prescribed in this
      Agreement.  Any notice so mailed within the time prescribed in this
      Agreement shall be conclusively presumed to have been duly given, whether or
      not
      the Certificateholder receives such notice.

     

    Section
      13.06   
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 covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or rights of the Certificateholders thereof.

     

    Section
      13.07   
Assignment.  Notwithstanding
      anything to the contrary contained herein, except as provided in Section 8.02,
      this Agreement may not be assigned by the Servicer without the prior consent
      of
      Holders of Investor Certificates evidencing Undivided Interests aggregating
      not
      less than 66 2/3% of the Invested Amount of each Series on a Series by Series
      basis.

     

    
      
        
        

      

      
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    Section
      13.08   
Certificates Non-Assessable
      and
      Fully Paid.  It
      is the intention of the parties to this Agreement that the Certificateholders
      shall not be personally liable for obligations of the Trust, that the Undivided
      Interests represented by the Certificates shall be non-assessable for any losses
      or expenses of the Trust or for any reason whatsoever, and that Certificates
      upon authentication thereof by the Trustee pursuant to Sections 2.01 and 6.02
      are and shall be deemed fully paid.

     

    Section
      13.09   
Further
      Assurances.  The
      Transferor and the Servicer agree to do and perform, from time to time, any
      and
      all acts and to execute any and all further instruments required or reasonably
      requested by the Trustee more fully to effect the purposes of this Agreement,
      including, without limitation, the execution of any financing statements or
      continuation statements relating to the Receivables for filing under the
      provisions of the UCC of any applicable jurisdiction.

     

    Section
      13.10   
No Waiver; Cumulative
      Remedies.  No
      failure to exercise and no delay in exercising, on the part of the Trustee,
      any
      Enhancement Provider or the Investor Certificateholders, any right, remedy,
      power or privilege hereunder, shall operate as a waiver thereof; nor shall
      any
      single or partial exercise of any right, remedy, power or privilege hereunder
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy, power or privilege.  The rights, remedies, powers and
      privileges herein provided are cumulative and not exhaustive of any rights,
      remedies, powers and privileges provided by law.

     

    Section
      13.11   
Counterparts.  This
      Agreement may be executed in two or more counterparts (and by different parties
      on separate counterparts), each of which shall be an original, but all of which
      together shall constitute one and the same instrument.

     

    Section
      13.12   
Third-Party
      Beneficiaries.  This
      Agreement will inure to the benefit of and be binding upon the parties hereto,
      the Certificateholders and, to the extent provided in the related Supplement,
      to
      the Enhancement Provider named therein, and their respective successors and
      permitted assigns.  Except as otherwise provided in this Article XIII,
      no other Person will have any right or obligation hereunder.

     

    Section
      13.13   
Actions by
      Certificateholders.

     

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

     

    (b)         Any
      request, demand, authorization,
      direction, notice, consent,
      waiver or other act by a Certificateholder shall bind such Certificateholder
      and
      every subsequent holder of such Certificate issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done
      or omitted to be done by the Trustee
      or the Servicer in reliance thereon, whether or not notation of such action
      is
      made upon such Certificate.

     

    Section
      13.14   
Rule 144A
      Information.  For
      so long as any of the Investor Certificates of any Series or any Class are
      “restricted securities” within the meaning of Rule 144(a)(3) under the
      Securities Act, each of the Transferor, the Servicer, the Trustee and
      the

     

    
      
        
        

      

      
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    Enhancement
      Provider for such Series agree to cooperate with each other to provide to any
      Investor Certificateholders of such Series or Class and to any prospective
      purchaser of Certificates designated by such an Investor Certificateholder
      upon
      the request of such Investor Certificateholder or prospective purchaser, any
      information required to be provided to such holder or prospective purchaser
      to
      satisfy the condition set forth in Rule 144A(d)(4) under the Securities
      Act.

     

    Section
      13.15   
Merger and
      Integration.  Except
      as specifically stated otherwise herein, this Agreement sets forth the entire
      understanding of the parties relating to the subject matter hereof, and all
      prior understandings, written or oral, are superseded by this
      Agreement.  This Agreement may not be modified, amended, waived or
      supplemented except as provided herein.

     

    Section
      13.16   
Heading.  The
      headings herein are for purposes of reference only and shall not otherwise
      affect the meaning or interpretation of any provision hereof.

     

    Section
      13.17   
Characterization
      of the
      Trust.  For
      purposes of SFAS 140, the parties hereto intend that the Trust shall be treated
      as a “qualifying special purpose entity” as such term is used in SFAS 140 and
      any successor rule thereto and its permitted activities shall be limited in
      accordance with paragraph 35 thereof.  If the transfer of the
      Receivables to the Trustee is characterized as a loan to the Transferor secured
      by Receivables, the Transferor, in such circumstances, agrees that it does
      not
      have the right to prepay such loan prior to the maturity date thereof under
      any
      circumstances and does hereby irrevocably waive and relinquish such
      right.

     

    Section
      13.18   
Nonpetition
      Covenants.  Notwithstanding
      any prior termination of this Agreement, the parties hereto shall not, prior
      to
      the date that is one year and one day from the date on which there are no
      Securities outstanding, with respect to the Trust acquiesce, petition or
      otherwise invoke or cause the Trust to invoke the process of any court or
      government authority for the purpose of commencing or sustaining a case against
      the Trust under any federal or state bankruptcy, insolvency or similar law,
      or
      appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
      or
      other similar official of the Trust or any substantial part of its property,
      or
      ordering the winding-up or liquidation of the affairs of the Trust.

     

    Section
      13.19   
Fiscal Year.

     

    The
      fiscal year of the Trust will end on the last day of each calendar
      year.

     

    Section
      13.20   
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 CERTIFICATES OR THE
      TRANSACTION CONTEMPLATED HEREBY.

     

     

    [End
      of Article XIII]

    


     

    
      
        
        

      

      
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    ARTICLE
      XIV

     

    COMPLIANCE
      WITH REGULATION AB


     

    Section
      14.01   
Intent of the Parties;
      Reasonableness.  The
      Transferor, the Servicer and the Trustee acknowledge and agree that the purpose
      of this Article XIV is to facilitate compliance by the Transferor with the
      provisions of Regulation AB and related rules and regulations of the
      Commission.  The Transferor shall 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).  Subject to Article XI, the
      Trustee agrees to cooperate in good faith with any reasonable request by the
      Transferor for information regarding the Trustee which is required in order
      to
      enable the Transferor to comply with the provisions of Regulation AB, including,
      without limitation, Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and
      1122 of Regulation AB as it relates to the Trustee or to the Trustee’s
      obligations under this Agreement or any Supplement.  The Servicer
      agrees to cooperate in good faith with any reasonable request by the Transferor
      for information regarding the Servicer which is required in order to enable
      the
      Transferor to comply with the provisions of Regulation AB, including, without
      limitation, Items 1103(a)(1), 1105, 1108, 1117, 1118, 1119, 1121, 1122 and
      1123
      of Regulation AB as it relates to the Servicer or to the Servicer’s obligations
      under this Agreement or any Supplement.

     

    Section
      14.02   
Additional Representations
      and
      Warranties of the Trustee. 
      The Trustee shall be deemed to represent to the Transferor, as of the date
      on
      which information is provided to the Transferor under Section 14.03 that, except
      as disclosed in writing to the Transferor prior to such date to the knowledge
      of
      the Responsible Officer of the Trustee providing such
      information:  (i) neither the execution, delivery and performance by
      the Trustee of this Agreement or any Supplement, the performance by the Trustee
      of its obligations under this Agreement or any Supplement nor the consummation
      of any of the transactions by the Trustee contemplated thereby, is in violation
      of any indenture, mortgage, bank credit agreement, note or bond purchase
      agreement, long-term lease, license or other agreement or instrument to which
      the Trustee is a party or by which it is bound, which violation would have
      a
      material adverse effect on the Trustee’s ability to perform its obligations
      under this Agreement or any Supplement, or of any judgment or order applicable
      to the Trustee; and (ii) there are no proceedings pending or threatened against
      the Trustee in any court or before any governmental authority, agency or
      arbitration board or tribunal which, individually or in the aggregate, would
      have a material adverse effect on the right, power and authority of the Trustee
      to enter into this Agreement or any Supplement or to perform its obligations
      under this Agreement or any Supplement.

     

    Section
      14.03   
Information to Be
      Provided by
      the Trustee.  The
      Trustee shall (i) no later than three Business Days before each Most Recent
      Quarterly Filing Date, provide to the Transferor, in the form attached hereto
      as
      Exhibit L, or such other form as may mutually be agreed upon, such information
      regarding the Trustee as is requested by the Transferor for the

     

    
      
        
        

      

      
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    purpose
      of compliance with Item 1117 of Regulation AB, and (ii) as promptly as
      practicable following notice to or discovery by a Responsible Officer of the
      Trustee of any changes to such information, provide to the Transferor, in
      writing, such updated information.

     

    The
      Trustee shall (i) no later than three Business Days before each Most Recent
      Quarterly Filing Date, provide such information regarding the Trustee as is
      requested by the Transferor, in the form attached hereto as Exhibit L, or such
      other form as may mutually be agreed upon, for the purpose of compliance with
      Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii)
      as
      promptly as practicable following notice to or discovery by a Responsible
      Officer of the Trustee of any changes to such information, provide to the
      Transferor, in writing, such updated information.  Such information
      shall include, at a minimum:

     

    (A)           the
      Trustee’s name and form of organization;

     

    (B)           a
      description of the extent to which the Trustee has had prior experience serving
      as a Trustee for asset-backed securities transactions involving credit card
      receivables; and

     

    (C)           a
      description of any affiliation between the Trustee and any of the following
      parties to a Securitization Transaction, as such parties are identified to
      the
      Trustee by the Transferor in writing in advance of such Securitization
      Transaction:

     

    (1)           the
      sponsor;

    (2)           any
      depositor;

    (3)           the
      issuing entity;

    (4)           any
      servicer;

    (5)           any
      other trustee;

    (6)           any
      originator;

    (7)           any
      significant obligor;

    (8)           any
      enhancement or support provider; and

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

       

    

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

     

    Section
      14.04   
Trustee’s
Report
      on Assessment of Compliance
      and Attestation.

     

    (a)         On
      or before March 1 of each calendar year,
      commencing in
      2007, the Trustee shall:

     

    (i)                 deliver
      to the Transferor a report
      regarding the Trustee’s
      assessment of compliance with
certain
      applicable Servicing
      Criteria during the

     

    
      
        
        

      

      
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    immediately
      preceding calendar year, as
      required under Rules 13a-18
      and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such
      report shall be addressed to the Transferor and signed by an authorized officer
      of the Trustee, and shall address each of the Servicing Criteria specified
      in
Exhibit
      J, as may be
      amended from time to time by the
      parties hereto;

     

    (ii)                 deliver
      to the Transferor a report of a
      registered public accounting firm reasonably acceptable to the Transferor that
      attests to, and reports on, the assessment of compliance made by the Trustee
      and
      delivered pursuant to the
      preceding paragraph.  Such attestation shall be in accordance with
      Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
      the
      Exchange Act; and

     

    (iii)                 deliver
      to the Transferor and any other
      Person that will be responsible for signing the
      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
      I, or
      such other form as may mutually be
      agreed upon.

     

    (b)         The
      Trustee acknowledges that the
      parties
      identified in clause (iii) above may rely on the certification provided by
      the
      Trustee pursuant to such clause in signing a Sarbanes Certification and filing
      such with the Commission.

     

    (c)         Within
      thirty (30) days of receipt, the
Transferor shall provide
      a
      copy of all reports prepared and delivered pursuant to this Section
      14.04
      to each Rating Agency.

     

    Section
      14.05   
Additional Representations
      and
      Warranties of the Servicer.  The
      Servicer shall be deemed to represent to the Transferor, as of the date on
      which
      information is provided to the Transferor under Section 14.06 that, except
      as
      disclosed in writing to the Transferor prior to such date to the best of its
      knowledge:  (i) the Servicer is not aware and has not received notice
      that any default, early amortization or other performance triggering event
      has
      occurred as to any other securitization of credit card receivables due to any
      act or failure to act of the Servicer; (ii) the Servicer has not been terminated
      as servicer in a securitization involving credit card receivables, either due
      to
      a servicing default or to application of a servicing performance test or
      trigger; (iii) no material noncompliance with the applicable servicing criteria
      with respect to other securitizations of credit card receivables involving
      the
      Servicer as servicer has been disclosed or reported by the Servicer; (iv) no
      material changes to the Servicer’s policies or procedures with respect to the
      servicing function it will perform under this Agreement and any Supplement
      have
      occurred during the three-year period immediately preceding the related
      Securitization Transaction; (v) there are no aspects of the Servicer’s financial
      condition that could have a material adverse effect on the performance by the
      Servicer of its servicing obligations under this Agreement or any Supplement;
      and (vi) there are no material legal or governmental proceedings pending (or
      known to be contemplated) against the Servicer, any Subservicer or any
      third-party originator.

     

    Section
      14.06   
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

     

    
      
        
        

      

      
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    Section,
      and (ii) as promptly as practicable following notice to or discovery by the
      Servicer of any changes to such information, provide to the Transferor, in
      writing, such updated information.

     

    (a)         If
      so requested by the Transferor, the
      Servicer shall provide such information regarding the Servicer and each
      Subservicer
      (each of the Servicer and each Subservicer, for purposes of this paragraph,
      a
“Servicing
      Party”),
      as the Transferor shall
request
      for the purpose of compliance
      with Item 1108 of Regulation AB.  Such information shall
      include, at a
      minimum:

     

    (A)              the
      Servicing Party’s
      name and form of
      organization;

     

    (B)              a
      description of how long the Servicing
      Party has been servicing credit card accounts; a general discussion of the
      Servicing Party’s
      experience in servicing assets of any
      type as well as a more
      detailed discussion of the Servicing Party’s
      experience in, and procedures for, the
      servicing function it will perform under this Agreement and any Supplement;
      information regarding the size, composition and growth of the Servicing
      Party’s
      portfolio of credit card accounts
      of a type
      similar to the Accounts and information on factors related to the Servicing
      Party that may be material, in the good faith judgment of the Transferor, to
      any
      analysis of the servicing of the Accounts or the related asset-backed
      securities, as applicable,
      including, without limitation:

     

    (1)         whether
      any prior securitizations of
      credit card receivables involving the Servicing Party has defaulted or
      experienced an early amortization or other performance triggering event because
      of servicing during the
      three-year period immediately preceding the related Securitization
      Transaction;

     

    (2)         the
      extent of outsourcing the Servicing
      Party utilizes;

     

    (3)         whether
      there has been previous
      disclosure of material noncompliance with the applicable servicing criteria with respect
      to other
      securitizations of credit card receivables involving the Servicing Party as
      a
      servicer during the three-year period immediately preceding the related
      Securitization Transaction;

     

    (4)         whether
      the Servicing Party has been
      terminated as servicer in a
      securitization of credit card receivables, either due to a servicing default
      or
      to application of a servicing performance test or trigger;
      and

     

    (5)         such
      other information as the Transferor
      may reasonably request for the purpose of compliance with Item 1108(b)(2)
      of Regulation
      AB;

     

    (C)              a
      description of any material changes
      during the three-year period immediately preceding the related Securitization
      Transaction to the Servicing Party’s
      policies or procedures with respect to
      the servicing function it
      will perform under this Agreement and any Supplement;

     

    
      
        
        

      

      
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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 Supplement;

     

    (E)         a
      description of the Servicing
      Party’s
      processes and procedures designed to
      address any special or unique factors involved in servicing;

     

    (F)         a
      description of the Servicing
      Party’s
      processes for handling delinquencies,
      losses, bankruptcies and recoveries, such as sale of defaulted receivables;
      and

     

    (G)              information
      as to how the Servicing
      Party defines or determines delinquencies and charge-offs, including
      the effect of any
      grace period, re-aging, restructuring, partial payments considered current
      or
      other practices with respect to delinquency and loss
      experience.

     

    (b)         As
      a condition to the succession to the
      Servicer or any Subservicer as servicer or subservicer
      under this
      Agreement or Supplement by any Person (i) into or with which
      the Servicer or such Subservicer
      may be merged or consolidated, or (ii) which may be appointed as a successor
      to
      the Servicer or any Subservicer, the Servicer shall provide to the Transferor
      at least
      fifteen (15) calendar days prior to the effective date of such succession or
      appointment, (x) written notice to the Transferor of such succession or
      appointment and (y) in writing and in form and substance reasonably satisfactory
      to the Transferor, all
      information reasonably requested by the Transferor in order to comply with
      its
      reporting obligation under Item 6.02 of Form 8-K with respect to any Series
      or
      Class, or any notes issued by the Issuing Entity.

     

    (c)         In
      addition to such information as
      the Servicer is
      obligated to provide pursuant to other provisions of this Agreement and any
      Supplement, if so requested by the Transferor, the Servicer shall provide such
      information regarding the performance of the Receivables or the
      servicing of the Accounts as is
      reasonably required to facilitate preparation of distribution reports in
      accordance with Item 1121 of Regulation AB.  Such information shall be
      provided concurrently with the distribution reports otherwise required to be
      delivered
      monthly by the Servicer under
      this Agreement and any Supplement, commencing with the first such report due
      not
      less than ten (10) Business Days following such request.

     

    Section
      14.07   
Servicer’s
Report
      on Assessment of Compliance
      and Attestation.

     

    (a)         On
      or before March 1 of each calendar
      year, commencing
      in 2007, the Servicer shall:

     

    (i)                 deliver
      to the Transferor a report
      regarding the Servicer’s
or
      Subservicer’s
assessment
      of compliance with the
      Servicing Criteria during the immediately preceding calendar year, as
      required under Rules 13a-18
      and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such
      report shall be addressed to the Transferor and signed by an authorized officer
      of the Servicer, and shall address each of

     

    
      
        
        

      

      
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    the
      Servicing Criteria specified in
Exhibit
      K, as
      may be amended from time to time by
      the parties hereto;

     

    (ii)                 deliver
      to the Transferor a report of a
      registered public accounting firm reasonably acceptable to the Transferor that
      attests to, and reports on, the assessment of compliance made by the
      Servicer and delivered
      pursuant to the preceding paragraph.  Such attestation shall be in
      accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
      Securities Act and the Exchange Act;

     

    (iii)                 instruct
each
      Servicing Participant to deliver to
      the Transferor an
      assessment of compliance and accountants’
      attestation as and when provided in
      paragraphs (a) and (b) of this Section; and

     

    (iv)                 deliver
      to the Transferor and any other
      Person that will be responsible for signing the Sarbanes Certification on behalf
      of the Issuing
      Entity or the Transferor with
      respect to a
      Securitization Transaction a certification in the form attached hereto as
Exhibit
      I, 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
      14.07(a)(i) shall address
      each of the Servicing Criteria specified on a certification substantially in the form of
Exhibit
      K hereto delivered to
      the Transferor
      concurrently with the execution of this Agreement or, in the case of a
      Subservicer subsequently appointed as such, on or prior to the date
      of such
      appointment.  An assessment of compliance provided by a
      Servicing Participant
      pursuant to subsection
      14.07(a)(iii) need not address any elements of the Servicing Criteria other
      than
      those specified by the Servicer pursuant to Section 14.08.

     

    (c)         Within
      thirty (30) days of receipt, the
      Transferor shall provide a copy of all reports prepared and delivered pursuant
      to this Section 14.07
      to each Rating Agency.

     

    Section
      14.08   
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 subsection
      14.08(b).  The
      Servicer shall use its
      best efforts to hire or otherwise utilize only the services of Servicing
      Participants, and shall use
      its best efforts to ensure that Subservicers hire or otherwise utilize only
      the
      services of Servicing Participants, to fulfill any of the obligations of the
      Servicer as servicer under this Agreement or any Supplement, if those Servicing
      Participants
      agree to comply with the provisions of subsection
      14.08(b).

     

    (b)         Except
      as may otherwise be required
      pursuant to Section 8.07, it shall not be necessary for the Servicer to seek
      the
      consent of the Transferor to the utilization of any Subservicer.  The
Servicer shall use its
      best
      efforts to cause any Subservicer used by the Servicer (or by any Subservicer)
      for the benefit of the Transferor to comply with the provisions of this Section
      and with Sections 3.05, 14.05, 14.07 and subsection
14.06(c)
      to the same extent as

     

    
      
        
        

      

      
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    if
      such Subservicer were the
      Servicer.  The Servicer shall be responsible for obtaining from each
      Subservicer and delivering to the Transferor any servicer compliance statement
      required to be delivered by such Subservicer under Section 3.05, any
      assessment of compliance and
      attestation required to be delivered by such Subservicer under Section 14.07
      and
      any certification required to be delivered to the Person that will be
      responsible for signing the Sarbanes Certification under Section 14.07
      as
      and when required to be
      delivered.

     

    (c)         Except
      as may otherwise be required
      pursuant to Section 8.07, it shall not be necessary for the Servicer to seek
      the
      consent of the Transferor to the utilization of any Servicing
      Participant.  The Servicer shall promptly upon request provide
      to the Transferor
      a written description (in form and substance satisfactory to the Transferor)
      of
      the role and function of each Servicing Participant utilized by the Servicer
      or
      any Subservicer, specifying (i) the identity of each such
      Servicing Participant and (ii) which
      elements of the Servicing Criteria will be addressed in assessments of
      compliance provided by each Servicing Participant.

     

    As
      a condition to the utilization of any Servicing Participant, the Servicer shall
      use its best efforts to cause any such Servicing Participant used by the
      Servicer (or by any Subservicer) for the benefit of the Transferor to comply
      with the provisions of Section 14.07 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 14.07, in each case as and when required
      to
      be delivered.


    


    [End
      of Article XIV]

     

    


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

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

    


    
      	 	
              CHASE
                BANK USA,

            
	 	
              NATIONAL
                ASSOCIATION,

            
	 	
              as
                Transferor and Servicer

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Keith W. Schuck

            
	 	 	
              Name:

            	
              Keith
                W. Schuck

            
	 	 	
              Title:

            	
              President

            
	 	 	 	 
	 	 	 	 
	 	
              THE
                BANK OF NEW YORK

            
	 	
              (DELAWARE),
                as Trustee

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Kristine Gullo

            
	 	 	
              Name:

            	
              Kristine
                Gullo

            
	 	 	
              Title:

            	
              Vice
                President

            


    

    


    


     

    
      
        
        

      

      
        Third
          A&R FUSA PSA

        
          

        

      

      
        
        

      

    

    Exhibit
      A

    


     

    [FORM
      OF EXCHANGEABLE TRANSFEROR CERTIFICATE]

    
      	
              No.______

            	
              One
                Unit

            


    

     

    FIRST
      USA CREDIT CARD MASTER TRUST

    ASSET
      BACKED CERTIFICATE

    


     

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

     

    This
      Certificate represents an

    Undivided
      Interest in the

    First
      USA Credit Card Master Trust

     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      VISA® and
      MasterCard®
      credit card receivables generated or acquired by Chase Bank USA, National
      Association and other assets and interests constituting the Trust under the
      Pooling and Servicing Agreement described below.

     

    (Not
      an interest in or a recourse obligation of Chase Bank USA,

    National
      Association or any Affiliate thereof.)

     

    This
      certifies that CHASE BANK USA, NATIONAL ASSOCIATION (the “Holder”) is the
      registered owner of an undivided interest in a trust (the “Trust”), the
      corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under selected VISA® and
      MasterCard® credit card
      accounts
      (the “Accounts”) of Chase Bank USA, National Association (the
“Transferor”), a national banking association organized under the laws
      of
      the United States, all monies due in payment of the Receivables, all proceeds
      of
      such Receivables and Insurance Proceeds relating to the Receivables, and the
      other assets and interests constituting the Trust pursuant to the Third Amended
      and Restated Pooling and Servicing Agreement, dated as of December 19, 2007
      as
      the same may be further amended, supplemented or otherwise modified, including
      as supplemented by any Supplement relating to a Series of Investor Certificates
      (the “Pooling and Servicing Agreement”), by and between Chase Bank USA,
      National Association, as Transferor and Servicer, and The Bank of New York
      (Delaware), as Trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereinbelow.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

       

      To
        the extent not defined herein, the capitalized terms used herein have the
        meanings assigned in the Pooling and Servicing Agreement.  This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Pooling and Servicing Agreement, to which Pooling and
        Servicing Agreement, as amended from time to time, the Holder by virtue of
        the
        acceptance hereof assents and by which the Holder is bound.

    

     

    This
      Certificate has not been registered or qualified under the Securities Act of
      1933, as amended, or any state securities law.  No sale, transfer or
      other disposition of this Certificate shall be permitted other than in
      accordance with the provisions of Sections 6.03, 6.09 or 7.02 of the Pooling
      and
      Servicing Agreement.

     

    The
      Receivables consist of Principal Receivables which arise generally from the
      purchase of goods and services and of amounts advanced to cardholders as cash
      advances, and of Finance Charge Receivables which arise generally from Periodic
      Finance Charges and other fees and charges, as more fully specified in the
      Pooling and Servicing Agreement.

     

    This
      Certificate is the Exchangeable Transferor Certificate (the
“Certificate”), which represents an Undivided Interest in the Trust,
      including the right to receive the Collections and other amounts at the times
      and in the amounts specified in the Pooling and Servicing Agreement to be paid
      to the Holder of the Exchangeable Transferor Certificate.  The
      aggregate interest represented by this Certificate at any time in the Principal
      Receivables in the Trust shall not exceed the Transferor Interest at such
      time.  In addition to this Certificate, one or more Series of Investor
      Certificates will be issued to investors pursuant to the Pooling and Servicing
      Agreement, each of which will represent an Undivided Interest in the
      Trust.  This Certificate shall not represent any interest in the
      Investor Accounts, any Series Accounts or any Enhancement, except to the extent
      provided in the Pooling and Servicing Agreement.  The Transferor
      Interest on any date of determination will be an amount equal to the aggregate
      amount of Principal Receivables at the end of the day immediately prior to
      such
      date of determination minus the Aggregate Invested Amount at the end of such
      day.

     

    The
      Servicer shall deposit all Collections in the Collection Account as promptly
      as
      possible after the Date of Processing of such Collections, but in no event
      later
      than the second Business Day following such Date of Processing (except as
      provided below and except as provided in any Supplement to the Pooling and
      Servicing Agreement).  Unless otherwise stated in any Supplement,
      throughout the existence of the Trust, the Servicer shall allocate to the Holder
      of this Certificate an amount equal to the product of (A) the Transferor
      Percentage and (B) the aggregate amount of such Collections allocated to
      Principal Receivables and Finance Charge Receivables, respectively, in respect
      of each Monthly Period.  Notwithstanding the first sentence of this
      paragraph, the Servicer need not deposit this amount or any other amounts so
      allocated to this Certificate pursuant to the Pooling and Servicing Agreement
      into the Collection Account and shall pay, or be deemed to pay, such amounts
      as
      collected to the Holder of this Certificate.

     

    Chase
      Bank USA, National Association, as Servicer, is entitled to receive as servicing
      compensation a monthly servicing fee.  The portion of the servicing
      fee which will be allocable to the Holder of this Certificate pursuant to the
      Pooling and Servicing Agreement will be payable by the Holder of this
      Certificate and neither the Trust nor the Trustee or the Investor
      Certificateholders will have any obligation to pay such portion of the servicing
      fee.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    This
      Certificate does not represent a recourse obligation of, or any interest in,
      the
      Transferor or the Servicer, and neither this Certificate, any Investor
      Certificates nor the Accounts or Receivables are insured or guaranteed by the
      Federal Deposit Insurance Corporation or any other governmental agency or
      instrumentality.  This Certificate is limited in right of payment to
      certain Collections respecting the Receivables, all as more specifically set
      forth hereinabove and in the Pooling and Servicing Agreement.

     

    Upon
      the termination of the Trust pursuant to Section 12.01 of the Pooling and
      Servicing Agreement, the Trustee shall assign and convey to the Holder of this
      Certificate (without recourse, representation or warranty) all right, title
      and
      interest of the Trust in the Receivables, whether then existing or thereafter
      created, and all proceeds thereof and Insurance Proceeds relating
      thereto.  The Trustee shall execute and deliver such instruments of
      transfer and assignment, in each case without recourse, as shall be reasonably
      requested by the Holder of this Certificate to vest in such Holder all right,
      title and interest which the Trustee had in the Receivables.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Trustee, by manual signature, this Certificate shall not be entitled to
      any
      benefit under the Pooling and Servicing Agreement, or be valid for any
      purpose.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Chase Bank USA, National Association has caused this
      Certificate to be duly executed on this      day
      of           ,      .

     

    


    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    


    


     

    CERTIFICATE
      OF AUTHENTICATION

    


     

    This
      is the Exchangeable Transferor Certificate referred to in the within-mentioned
      Pooling and Servicing Agreement.

     

    


    
      	 	
              THE
                BANK OF NEW YORK

            
	 	
              (DELAWARE),
                as Authenticating Agent

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    Date:  [             ],
      20[  ]

    


    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


     

    [FORM
      OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS]

     

    ASSIGNMENT
      No. [   ] OF RECEIVABLES IN ADDITIONAL ACCOUNTS (this
“Assignment”), dated as of [             ],
      20[  ] by and between
      CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association organized
      under the laws of the United States (the “Bank”), and THE BANK OF NEW
      YORK (DELAWARE), in its capacity as trustee of the First USA Credit Card Master
      Trust (the “Trust”) under the Pooling and Servicing Agreement referred to
      below (in such capacity, the “Trustee”), and acknowledged by CHASE BANK
      USA, NATIONAL ASSOCIATION, a national banking association organized under the
      laws of the United States of America, in its capacity as servicer under the
      Pooling and Servicing Agreement referred to below (in such capacity, the
“Servicer”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to subsection 2.06(a) or subsection 2.06(b) of the Third Amended and
      Restated Pooling and Servicing Agreement, dated as of December 19, 2007, by
      and
      between the Bank, as Transferor and Servicer, and the Trustee (hereinafter
      as
      such agreement may have been, or may from time to time be, amended, supplemented
      or otherwise modified, the “Pooling and Servicing Agreement”), the Bank
      wishes to designate Additional Accounts of the Bank to be included as Accounts
      and to convey hereby the Receivables of the Additional Accounts to be conveyed
      by the Bank, whether now existing or hereafter created, to the Trust as part
      of
      the corpus of the Trust (as each such term is defined in the Pooling and
      Servicing Agreement); and

     

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

     

    NOW,
      THEREFORE, the Bank and the Trustee hereby agree as follows:

     

    (1)           Defined
      Terms.  All terms defined in the Pooling and Servicing Agreement
      and used herein shall have such defined meanings when used herein, unless
      otherwise defined herein.

     

    


    “Addition
      Cut-Off Date” shall mean, with respect to the Additional Accounts, [             ],
      20[  ].

    


    “Addition
      Date” shall mean, with respect to the Additional Accounts, [             ],
      20[  ].

    


    “Notice
      Date” shall mean, with respect to the Additional Accounts, [             ],
      20[  ] (which shall
      be a date on or prior to the fifth Business Day prior to the Addition Date
      with
      respect to additions pursuant to subsection 2.06(a) of the Pooling and Servicing
      Agreement and the tenth Business Day prior to the Addition Date with respect
      to
      additions pursuant to subsection 2.06(b) of the Pooling and Servicing
      Agreement).

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    (2)           Designation
      of Additional Accounts.  The Bank shall deliver to the Trustee not
      later than five Business Days after the Addition Date, 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 Trustee) of each VISA® and MasterCard®
      account, which as of
      the Addition Date shall be deemed to be an Additional Account, each such account
      being identified by account number and by the aggregate amount of Receivables
      in
      such account as of the close of business on the related Addition Cut-Off Date,
      which shall be marked as Schedule 1 to this Assignment. Such list shall, as
      of
      the Addition Date, modify and amend and be incorporated into and made a part
      of
      this Assignment and the Pooling and Servicing Agreement.

     

    (3)           Conveyance
      of Receivables.

     

    (A)           The
      Bank does hereby transfer, assign, set-over and otherwise convey to the Trust
      for the benefit of the Certificateholders, without recourse on and after the
      Addition Date, all right, title and interest of the Bank in and to the
      Receivables existing as of the Addition Date and hereafter created in the
      Additional Accounts designated hereby, all monies due or to become due with
      respect thereto (including all Finance Charge Receivables) and all proceeds
      of
      such Receivables.

     

    (B)           In
      connection with such transfers, the Bank has executed, recorded and filed on
      [             ],
      20[  ] in the office
      of the Secretary of State of the State of Delaware a financing statement naming
      “Chase Bank USA, National Association” as debtor and “The Bank of New York
      (Delaware), as trustee of First USA Credit Card Master Trust” as secured party,
      acknowledgment number
      [              ],
      identifying as collateral all Receivables now existing and hereafter created
      in
      any Accounts, which financing statement covers the Receivables now existing
      and
      hereafter created in the Additional Accounts designated hereby, meeting the
      requirements of applicable Delaware law and such filing has not been amended
      or
      terminated.  The Bank has delivered a file stamped copy of such UCC
      financing statement to the Trustee prior to the date of this
      Assignment.

     

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

     

    (D)           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 Bank pursuant
      to
      this Assignment shall be deemed to no longer be the property, assets or rights
      of the Bank.  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.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    (4)           Acceptance
      by Trustee.  The Trustee hereby acknowledges its acceptance on
      behalf of the Trust for the benefit of the Certificateholders of all right,
      title and interest previously held by the Bank in and to the Receivables in
      the
      Additional Accounts now existing and hereafter created, and declares that it
      shall maintain such right, title and interest, upon the trust herein set forth,
      for the benefit of all Certificateholders.

     

    (5)           Representations
      and Warranties of the Bank.  The Bank hereby represents and
      warrants to the Trustee on behalf of the Trust as of the Addition Date (or
      such
      other date as is specified below):

     

    (A)           Legal,
      Valid and Binding Obligation.  This Assignment constitutes a
      legal, valid and binding obligation of the Bank enforceable against the Bank,
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or other similar
      laws now or hereafter in effect affecting the enforcement of creditors’ rights
      in general and the rights of creditors of entities such as the Transferor and
      except as such enforceability may be limited by general principles of equity
      (whether considered in a suit at law or in equity).

    


    (B)           Eligibility
      of Accounts and Receivables.  Each Additional Account designated
      hereby was, as of the related Addition Cut-Off Date, an Eligible Account, and
      each Receivable in such Additional Account was, as of the related Addition
      Cut-Off Date, an Eligible Receivable.

    


    (C)           Selection
      Procedures.  No selection procedures believed by the Bank to be
      materially adverse to the interests of the Investor Certificateholders were
      utilized in selecting the Additional Accounts designated hereby from the
      available Eligible Accounts in the Bank Portfolio.

    


    (D)           Insolvency.  The
      Bank is not insolvent and, after giving effect to the conveyance set forth
      in
      Section 3 of this Assignment, will not be insolvent.

    


    (E)           Security
      Interest.  This Assignment constitutes either (i) a valid transfer
      and assignment to the Trustee of all right, title and interest of the Bank
      in
      and to Receivables now existing and hereafter created in the Additional Accounts
      designated hereby and all proceeds (as defined in the UCC as in effect in the
      State of Delaware) of such Receivables, and such Receivables and any proceeds
      thereof will be held by the Trustee free and clear of any Lien of any Person
      claiming through or under the Bank or any of its Affiliates except for (x)
      Liens
      permitted under subsection 2.05(b) of the Pooling and Servicing Agreement,
      (y)
      the interest of the Holder of the Exchangeable Transferor Certificate and (z)
      the Bank’s right to receive interest accruing on, and investment earnings in
      respect of, the Finance Charge Account and the Principal Account or any Series
      Account as provided in the Pooling and Servicing Agreement and any Supplement;
      or (ii) a valid transfer for security of all of the Bank’s right, title and
      interest in such property to the Trustee, which is enforceable with respect
      to
      the existing Receivables of the Additional Accounts designated hereby and the
      proceeds (as defined in the UCC as in effect in the State of Delaware) thereof
      upon the conveyance of such Receivables to the Trustee, and which will be
      enforceable with respect to the Receivables

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    thereafter
      created in respect of Additional Accounts designated hereby and the proceeds
      (as
      defined in the UCC as in effect in the State of Delaware) thereof, upon such
      creation; and (iii) if this Assignment constitutes a transfer for security
      to
      the Trust in such property, the conveyance in Section 3(A) is effective to
      assign to the Trustee a first priority perfected security interest in all of
      the
      Bank’s right, title and interest in the existing Receivables of the Additional
      Accounts designated hereby and in the case of Receivables of such Additional
      Accounts hereafter created and the proceeds (as defined in the UCC as in effect
      in the State of Delaware) thereof, upon such creation, the Trustee shall have
      a
      first priority perfected security interest in all of the Bank’s right, title and
      interest in such property (subject to Section 9-306 of the UCC as in effect
      in
      the State of Delaware), except for Liens permitted under subsection 2.05(b)
      of
      the Pooling and Servicing Agreement.

     

    (6)           Conditions
      Precedent.  The acceptance by the Trustee set forth in Section 4
      and the amendment of the Pooling and Servicing Agreement set forth in Section
      7
      are subject to the satisfaction, on or prior to the Addition Date, of the
      following conditions precedent:

     

    (A)           Officer’s
      Certificate.  The Bank shall have delivered to the Trustee a
      certificate of a Vice President or more senior officer substantially in the
      form
      of Schedule 2 hereto, certifying that (i) all requirements set forth in Section
      2.06 of the Pooling and Servicing Agreement for designating Additional Accounts
      and conveying the Principal Receivables of such Accounts, whether now existing
      or hereafter created, have been satisfied and (ii) each of the representations
      and warranties made by the Bank in Section 5 is true and correct as of the
      Addition Date.  The Trustee may conclusively rely on such Officer’s
      Certificate, shall have no duty to make inquiries with regard to the matters
      set
      forth therein, and shall incur no liability in so relying.

     

    (B)           Additional
      Information.  The Bank shall have delivered to the Trustee such
      information as was reasonably requested by the Trustee to satisfy itself as
      to
      the accuracy of the representation and warranty set forth in subsection 5(D)
      of
      this Assignment.

     

    (7)           Amendment
      of the Pooling and Servicing Agreement.  The Pooling and Servicing
      Agreement is hereby amended to provide that all references therein to the
“Pooling and Servicing Agreement,” to “this Agreement” and to “herein” shall be
      deemed from and after the Addition Date to be a dual reference to the Pooling
      and Servicing Agreement as supplemented by this Assignment and all references
      therein to Additional Accounts shall be deemed to include all accounts listed
      on
      Schedule 1 hereto.  Except as expressly amended hereby, all of the
      representations, warranties, terms, covenants and conditions of the Pooling
      and
      Servicing Agreement shall remain unamended and shall continue to be, and shall
      remain, in full force and effect in accordance with its terms and except as
      expressly provided herein shall not constitute or be deemed to constitute a
      waiver of compliance with or a consent to noncompliance with any term or
      provision of the Pooling and Servicing 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
      together shall constitute one and the same instrument.

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    (9)           Governing
      Law.  THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS
      CONFLICT OF LAW PROVISIONS.

     

    (10)           Removal
      Upon Breach.  In the event of a breach of any of the warranties
      set forth in subsection 5(B) other than a breach or event set forth in
      subsection 2.04(d)(i) of the Pooling and Servicing Agreement, if as a result
      of
      such breach the related Account becomes a Defaulted Account or the Trust’s
      rights in, to or under any Receivable arising in such Account or its proceeds
      are impaired or the proceeds of such Receivable are not available for any reason
      to the Trust free and clear of any Lien, then upon the expiration of 60 days
      (or
      such longer period as may be agreed to by the Trustee in its sole discretion,
      but in no event later than 120 days) from the earlier to occur of the discovery
      of any such event by either the Transferor or the Servicer, or receipt by the
      Transferor or the Servicer, of written notice of any such event given by the
      Trustee, each such Receivable shall be removed from the Trust on the terms
      and
      conditions set forth in subsection 2.04(d)(iii) of the Pooling and Servicing
      Agreement as though such Receivable were removed pursuant to subsection
      2.04(d)(ii) of the Pooling and Servicing Agreement; provided,
however, that no such removal shall be required to be made if, on
      any day
      within such applicable period, such representations and warranties with respect
      to such Receivable shall then be true and correct in all material respects
      as if
      such Receivable had been created on such day.

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

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

     

    


    
      	 	
              CHASE
                BANK USA,

            
	 	
              NATIONAL
                ASSOCIATION,

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	 	 	 
	 	
              THE
                BANK OF NEW YORK

            
	 	
              (DELAWARE),
                as Trustee of First USA

              Credit
                Card Master Trust

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    


     

    Acknowledged
      by:

     

    CHASE
      BANK USA,

    NATIONAL
      ASSOCIATION,

    as
      Servicer

    


    
      	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


    

     

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

    Schedule
      1

    to
      Assignment of

    Receivables
      in

    Additional
      Accounts

    


     

    ADDITIONAL
      ACCOUNTS

    [Delivered
      to the Trustee]

     

    
 

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    to
      Assignment of

    Receivables
      in

    Additional
      Accounts

     

    Chase
      Bank USA, National Association

    First
      USA Credit Card Master Trust

    Officer’s
      Certificate

    


     

    ____________________,
      a duly authorized officer of Chase Bank USA, National Association, a national
      banking association (the “Bank”), hereby certifies and acknowledges on
      behalf of the Bank that to the best of [her/his] knowledge the following
      statements are true on [             ],
      20[  ] (the
“Addition Date”), and acknowledges on behalf of the Bank that this
      Officer’s Certificate will be relied upon by The Bank of New York (Delaware), as
      Trustee (the “Trustee”) of the First USA Credit Card Master Trust in
      connection with the Trustee entering into Assignment No. ___ of Receivables
      in
      Additional Accounts, dated as of the Addition Date (the “Assignment”), by
      and between the Bank and the Trustee, in connection with the Third Amended
      and
      Restated Pooling and Servicing Agreement, dated as of December 19, 2007 (as
      heretofore supplemented and amended, the “Pooling and Servicing
      Agreement”), by and between the Bank, as Transferor and Servicer, and the
      Trustee.  The undersigned hereby certifies and acknowledges on behalf
      of the Bank that:

     

    (a)           Delivery
      of Assignment.  On or prior to the Addition Date, (i) the Bank has
      delivered to the Trustee the Assignment (including an acceptance by the Trustee
      on behalf of the Trust for the benefit of the Investor Certificateholders),
      and
      (ii) the Bank has indicated in its computer files that the Receivables created
      in connection with the Additional Accounts have been transferred to the
      Trust.  Within five Business Days after the Addition Date, the Bank
      shall deliver to the Trustee 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 Trustee) of all Additional Accounts, identified by account
      number and the aggregate amount of the Receivables in each such Additional
      Account as of the related Addition Cut-Off Date, which list shall, as of the
      Addition Date, modify and amend and be incorporated into and made a part of
      the
      Assignment and the Pooling and Servicing Agreement.

     

    (b)           Legal,
      Valid and Binding Obligation.  The Assignment constitutes a legal,
      valid and binding obligation of the Bank, enforceable against the Bank in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or other similar
      laws now or hereafter in effect affecting the enforcement of creditors’ rights
      in general and the rights of creditors of 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).

     

    (c)           Eligibility
      of Accounts and Receivables.  Each Additional Account designated
      pursuant to the Assignment was, as of the related Addition Cut-Off Date, an
      Eligible

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    

     

    Account,
      and each Receivable in such Additional Account was, as of the related Addition
      Cut-Off Date, an Eligible Receivable.

     

    (d)           Selection
      Procedures.  No selection procedures believed by the Bank to be
      materially adverse to the interests of the Investor Certificateholders were
      utilized in selecting the Additional Accounts designated pursuant to the
      Assignment from the available Eligible Accounts in the Bank
      Portfolio.

     

    (e)           Insolvency.  The
      Bank is not insolvent and, after giving effect to the conveyance set forth
      in
      Section 3 of the Assignment, will not be insolvent.

     

    (f)           Security
      Interest.  The Assignment constitutes either (i) a valid transfer
      and assignment to the Trust of all right, title and interest of the Bank in
      and
      to such Receivables now existing and hereafter created, and all proceeds (as
      defined in the UCC as in effect in the State of Delaware) of such Receivables,
      and such Receivables and any proceeds thereof will be held by the Trust free
      and
      clear of any Lien of any Person claiming through or under the Bank or any of
      its
      Affiliates except for (x) Liens permitted under subsection 2.05(b) of the
      Pooling and Servicing Agreement, (y) the interest of the Bank as holder of
      the
      Exchangeable Transferor Certificate and (z) the Bank’s right to receive interest
      accruing on, and investment earnings in respect of, the Finance Charge Account
      and the Principal Account or any Series Account as provided in the Pooling
      and
      Servicing Agreement and any Supplement; or (ii) a transfer for security of
      such
      property to the Trust, which is enforceable with respect to the existing
      Receivables of the Additional Accounts designated on Schedule 1 to the
      Assignment, the proceeds (as defined in the UCC as in effect in the State of
      Delaware) thereof, upon the conveyance of such Receivables to the Trust, and
      which will be enforceable with respect to the Receivables thereafter created
      in
      respect of Additional Accounts designated on Schedule 1 to the Assignment and
      the proceeds (as defined in the UCC as in effect in the State of Delaware)
      thereof, upon such creation; and (iii) if the Assignment constitutes a transfer
      for security by the Bank to the Trust in such property, the conveyance in
      Section 3(A) of the Assignment is effective to assign to the Trust a first
      priority perfected security interest in all of the Bank’s right, title and
      interest in the existing Receivables of the Additional Accounts designated
      on
      Schedule 1 to the Assignment and in the case of Receivables of such Additional
      Accounts thereafter created and the proceeds (as defined in the UCC as in effect
      in the State of Delaware) thereof, upon such creation the Trust shall have
      a
      first priority perfected security interest in such property (subject to Section
      9-306 of the UCC as in effect in the State of Delaware), except for Liens
      permitted under subsection 2.05(b) of the Pooling and Servicing
      Agreement.

     

    (g)           Requirements
      of Pooling and Servicing Agreement.  All requirements set forth in
      Section 2.06 of the Pooling and Servicing Agreement for designating Additional
      Accounts and conveying the Principal Receivables of such Accounts, whether
      now
      existing or hereafter created, have been satisfied.

     

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

     

    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand
      this  [   ] day of [             ],
      20[  ].

     

    


    
      	 	
              CHASE
                BANK USA,

            
	 	
              NATIONAL
                ASSOCIATION

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    


    
      
        
        

      

      
        B-10

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    


     

    [FORM
      OF MONTHLY SERVICER’S CERTIFICATE]

    


    CHASE
      BANK USA, NATIONAL ASSOCIATION

    


    __________________________________

    


    FIRST
      USA CREDIT CARD MASTER TRUST

    ___________________________________

    


    


    The
      undersigned, a duly authorized representative of Chase Bank USA, National
      Association (the “Bank”), as Servicer pursuant to the Third Amended and
      Restated Pooling and Servicing Agreement, dated as of December 19, 2007 (the
      “Pooling and Servicing Agreement”), by and between the Bank, as
      Transferor and Servicer, and The Bank of New York (Delaware), as Trustee of
      the
      First USA Credit Card Master Trust (the “Trust”), does hereby certify as
      follows:

     

    1.           Capitalized
      terms used but not defined in this Certificate have their respective meanings
      set forth in the Pooling and Servicing Agreement; provided, that the
“preceding Monthly Period” shall mean the Monthly Period immediately preceding
      the calendar month in which this Certificate is delivered.  This
      Certificate is delivered pursuant to subsection 3.04(b) of the Pooling and
      Servicing Agreement.  References herein to certain sections and
      subsections are references to the respective sections and subsections of the
      Pooling and Servicing Agreement.

     

    2.           The
      Bank is the Servicer under the Pooling and Servicing Agreement.

     

    3.           The
      undersigned is a Servicing Officer.

     

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

     

    5.           The
      aggregate amount of Collections processed during the preceding Monthly Period
      was equal to $_______

     

    6.           The
      aggregate amount of Principal Receivables processed as of the end of the last
      day of the preceding Monthly Period was equal to $_______

     

    7.           The
      Aggregate Investor Percentage of Collections of Finance Charge Receivables
      processed by the Servicer during the preceding Monthly Period was equal to
      $_______

     

    8.           The
      Aggregate Investor Percentage of Collections of Principal Receivables processed
      by the Servicer during the current month is equal to $_______

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    9.           The
      aggregate amount of Interchange to be deposited in the Finance Charge Account
      on
      the Transfer Date of the current month is equal to $_______

     

    10.           To
      the knowledge of the undersigned, there are no Liens on any Receivables in
      the
      Trust except as described below:

     

    


    [If
      applicable, insert “None.”]

    


    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this
      certificate this [  ] day of [             ],
      20[  ].

     

    


    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION,
                as Servicer

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    Schedule
      To Monthly

    Servicer’s
      Certificate*

    


     

    CHASE
      BANK USA, NATIONAL ASSOCIATION

     

    __________________________________

     

    FIRST
      USA CREDIT CARD MASTER TRUST

     

    __________________________________

    


    


     

    
      	
              *

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

            


    

     

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    Exhibit
      D

    


    [FORM
      OF ANNUAL SERVICER’S CERTIFICATE]

    


    SERVICER
      COMPLIANCE STATEMENT

    


    Chase
      Bank USA, National Association

    


    First
      USA Credit Card Master Trust

    


     

    The
      undersigned, a duly authorized officer of Chase Bank USA, National Association
      (the “Bank”), as Servicer pursuant to the Third Amended and Restated Pooling and
      Servicing Agreement, dated as of December 19, 2007 (as amended and supplemented
      from time to time, the “Agreement”), by and between the Bank, as transferor and
      servicer (in such capacity, the “Servicer”), and The Bank of New York
      (Delaware), as trustee (the “Trustee”), 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.

     

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this certificate this
      [   ] day of March, 20[  ].

     

     

    


     

    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION,
                as Servicer

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

     

    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this Certificate this
      [   ] day of [             ],
      20[  ].

     

    


    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION,
                as Servicer

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    Exhibit
      E

    


    


     

    [FORM
      OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS]

     

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

     

    The
      provisions of the applicable Assignment and the Pooling and Servicing Agreement
      are effective to create, in favor of the Trustee, a valid security interest
      (as
      such term is 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 at Amendment Closing Date.  Section 2.01
      and Exhibit B (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 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 Trustee in
      such Receivables and the proceeds thereof.

     

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    


     

    Exhibit
      F

    


     

    [FORM
      OF ANNUAL OPINION OF COUNSEL]

     

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

     

    No
      filing or other action, other than such filing or action described in such
      opinion, is necessary from the date of such opinion through March 31 of the
      following year to continue the perfected status of the interest of the Trust
      in
      the collateral described in the financing statements referred to in such
      opinion.

     

    


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

    


     

    Exhibit
      G

    


     

    [FORM
      OF REASSIGNMENT OF RECEIVABLES]

    


     

    REASSIGNMENT
      NO. [  ] OF RECEIVABLES, dated as of [             ],
      20[  ], by and
      between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association
      organized under the laws of the United States of America (the “Bank”),
      and THE BANK OF NEW YORK (DELAWARE), a banking corporation organized under
      the
      laws of the State of Delaware, as Trustee (the “Trustee”) of the First
      USA Credit Card Master Trust (the “Trust”), pursuant to the Pooling and
      Servicing Agreement referred to below.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to the Third Amended and Restated Pooling and Servicing Agreement,
      dated as of December 19, 2007, by and between the Bank, as Transferor and
      Servicer, and the Trustee (hereinafter as such agreement may have been, or
      may
      from time to time be, amended, supplemented or otherwise modified, the “Pooling
      and Servicing Agreement”), and as indicated in the notice dated [             ],
      20[  ] from the Bank
      to the Trustee (the “Notice”), the Bank wishes to remove all Receivables
      from certain designated Accounts of the Bank specified on Schedule 1 hereto
      (the
“Removed Accounts”) and to cause the Trustee, on behalf of the Trust, to
      reconvey hereby the Receivables of such Removed Accounts, whether now existing
      or hereafter created, from the Trust to the Bank (as each such term is defined
      in the Pooling and Servicing Agreement), as more fully described herein;
      and

     

    WHEREAS,
      the 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 Bank and the Trustee, on behalf of the Trust,  hereby
      agree as follows:

     

    1.           Defined
      Terms.  All terms defined in the Pooling and Servicing Agreement
      and used herein shall have such defined meanings when used herein, unless
      otherwise defined herein.

     

    “Removal
      Cut-Off Date” shall mean, with respect to the Removed Accounts, [             ],
      20[  ].

     

    “Removal
      Date” shall mean, with respect to the Removed Accounts, [             ],
      20[  ].

     

    “Removal
      Notice Date” shall mean, with respect to the Removed Accounts designated
      hereby, [             ],
      20[  ] (which shall
      be a date on or prior to the fifth Business Day prior to the Removal
      Date).

     

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

     

    2.           Designation
      of Removed Accounts.  The Bank shall deliver to the Trustee, not
      later than five Business Days after the Removal Date, 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 Trustee) of each VISA® and MasterCard®
      account, which as of
      the Removal Date shall be deemed to be a Removed Account, each such account
      being identified by account number and by the aggregate amount of Receivables
      in
      such account as of the close of business on the Removal Cut-Off
      Date.  Such list shall be marked as Schedule 1 to this Reassignment
      and shall, as of the Removal Date, modify and amend and be incorporated into
      and
      made a part of this Reassignment and the Pooling and Servicing
      Agreement.

     

    3.           Conveyance
      of Receivables.  The Trustee, on behalf of the
      Trust,  does hereby reconvey to the Bank, without recourse on and
      after the Removal Date, all right, title and interest of the Trust in and to
      the
      Receivables now existing and hereafter created in the Removed Accounts, all
      monies due or to become due with respect thereto (including all Finance Charge
      Receivables) and all proceeds (as defined in the UCC as in effect in the
      applicable jurisdiction) of such Receivables.

     

    4.           Representations
      and Warranties of the Bank.  The Bank hereby represents and
      warrants to the Trustee on behalf of the Trust as of the Removal
      Date:

     

    (a)           Legal,
      Valid and Binding Obligation.  This Reassignment constitutes a
      legal, valid and binding obligation of the Bank enforceable against the Bank
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or other similar
      laws now or hereafter in effect affecting the enforcement of creditors’ rights
      in general and the rights of creditors of 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)           Selection
      Procedures.  No selection procedures believed by the Bank to be
      materially adverse to the interests of the Certificateholders were utilized
      in
      selecting the Removed Accounts to be removed from the Trust and (I) a random
      selection procedure was used by the Bank 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 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 of Receivables to the
      Trust 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.

     

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

     

     

    5.           Representations
      and Warranties of the Trustee.  Since the date of the transfer by
      the Bank under the Pooling and Servicing Agreement, the Trustee has not sold,
      transferred or encumbered any Receivable in any Removed Account or any interest
      therein.

     

    6.           Conditions
      Precedent.  The amendment of the Pooling and Servicing Agreement
      set forth in Section 7 hereof is subject to the satisfaction of the conditions
      set forth in Section 2.07 of the Pooling and Servicing Agreement on or prior
      to
      the dates specified in Section 2.07, except to the extent any such conditions
      have not been waived.  For purposes of Section 2.07 of the Pooling and
      Servicing Agreement, “Removal Notice Date” shall have the meaning specified in
      Section 1 hereof.

     

    7.           Amendment
      of the Pooling and Servicing Agreement.  The Pooling and Servicing
      Agreement is hereby amended to provide that all references therein to the
“Pooling and Servicing Agreement,” to “this Agreement” and to “herein” shall be
      deemed from and after the Removal Date to be a dual reference to the Pooling
      and
      Servicing Agreement as supplemented by this Reassignment.  Except as
      expressly amended hereby, all of the representations, warranties, terms,
      covenants and conditions of the Pooling and Servicing Agreement shall remain
      unamended and shall continue to be, and shall remain, in full force and effect
      in accordance with its terms and except as expressly provided herein shall
      not
      constitute or be deemed to constitute a waiver of compliance with or a consent
      to non-compliance with any term or provision of the Pooling and Servicing
      Agreement.

     

    8.           Counterparts.  This
      Reassignment may be executed in multiple 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.

     

    9.           Governing
      Law.  THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
      LAW
      PROVISIONS.

     

    10.           Authorization.  The
      Trustee, at the Transferor’s direction, hereby authorizes Skadden, Arps, Slate,
      Meagher & Flom LLP (“Skadden”) to file any financing statements or
      continuation statements, and amendments to financing statements, in any
      jurisdictions and with any filing offices as Skadden may determine, in its
      sole
      discretion, are necessary or advisable to perfect the conveyance to the Bank
      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 Skadden 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 Bank in connection herewith, including, without
      limitation, describing such property as “all assets” or “all personal
      property.”

     

     

    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    

     

     

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

     

     

    


     

    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION,
                , as Transferor

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	 	 	 
	 	
              THE
                BANK OF NEW YORK

            
	 	
              (DELAWARE)
                , as Trustee of First USA Credit Card Master Trust

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    


     

    Acknowledged
      by:

     

    CHASE
      BANK USA, NATIONAL

    ASSOCIATION,
      as Servicer

    


    
      	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


    

     

     

     

    
      
        
        

      

      
        G-4

        
          

        

      

      
        
        

      

    

    


     

    Schedule
      1

    to
      Reassignment

    of
      Receivables

    


     

    REMOVED
      ACCOUNTS

     

     

     

    
      
        
        

      

      
        G-5

        
          

        

      

      
        
        

      

    

     

     

    Schedule
      2

    to
      Reassignment

    of
      Receivables

    


     

    Chase
      Bank USA, National Association

     

    First
      USA Credit Card Master Trust

     

    Officer’s
      Certificate

    


     

    ____________,
      a duly authorized officer of Chase Bank USA, National Association (the
“Bank”), hereby certifies and acknowledges on behalf of the Bank that to
      the best of his knowledge the following statements are true on [             ],
      20[  ] (the
“Removal Date”), and acknowledges on behalf of the Bank that this
      Officer’s Certificate will be relied upon by The Bank of New York (Delaware), as
      Trustee (the “Trustee”) of the First USA Credit Card Master Trust (the
“Trust”) in connection with the Trustee entering into Reassignment
      No.
      [   ] of Receivables in Removed Accounts, dated as of the Removal
      Date (the “Reassignment”), between the Bank, as Transferor (the
“Transferor”) and as Servicer (the “Servicer”), and the Trustee,
      in connection with the Third Amended and Restated Pooling and Servicing
      Agreement, dated as of December 19, 2007 (as heretofore supplemented and
      amended, the “Pooling and Servicing Agreement”), by and between the Bank, as
      Transferor and Servicer, and the Trustee.  The undersigned hereby
      certifies and acknowledges on behalf of the Bank that:

     

    (a)           The
      removal of the Receivables of such Removed Accounts as of the Removal Date
      shall
      not, in the reasonable belief of the Bank, cause a Pay Out Event to occur or
      the
      Transferor Interest to be an amount less than zero.

     

    (b)           On
      or prior to the Removal Date, the Bank shall have delivered to the Trustee,
      for
      execution, the Reassignment (including an acceptance by the Trustee on behalf
      of
      the Trust for the benefit of the Investor Certificateholders) and within five
      Business Days after the Removal Date, the Bank shall deliver to the Trustee
      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 Trustee)
      of
      the Removed Accounts, identified by account number and the aggregate amount
      of
      the Receivables in each Removed Account as of the Removal Cut-Off Date, which
      list shall, as of the Removal Date, modify and amend and be incorporated into
      the Reassignment and the Pooling and Servicing Agreement.

     

    (c)           The
      Reassignment constitutes a legal, valid and binding obligation of the Bank
      enforceable against the Bank in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      affecting the enforcement of creditors’ rights in general and the rights of
      creditors of 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).

     

    (d)           No
      selection procedures believed by the Bank to be materially adverse to the
      interests of the Investor Certificateholders were utilized in selecting the
      Removed Accounts to be removed from the Trust and (I) a random selection
      procedure was used by the Bank in 

     

     

    
      
        
        

      

      
        G-6

        
          

        

      

      
        
        

      

       

       

      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 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 of Receivables to the Trust 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
        and
        the Bank shall have delivered to the Trustee and each Enhancement Provider
        an
        Officer’s Certificate, dated the Removal Date to that effect.

    

     

     

    (e)           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.

     

     

    (f)           The
      Bank gave the Trustee and the Servicer written notice that the Receivables
      from
      the Removed Accounts are to be reassigned to the Bank or its designee,
      specifying the date for removal of the Removed Accounts.

     

    (g)           All
      requirements set forth in Section 2.07 of the Pooling and Servicing Agreement
      for designating Removed Accounts and conveying the Principal Receivables of
      such
      Accounts, whether now existing or hereafter created, have been satisfied or
      waived.

     

    Capitalized
      terms used herein and not otherwise defined are used as defined in the Pooling
      and Servicing Agreement.

     

     

    
      
        
        

      

      
        G-7

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand as of the date hereinabove set
      forth.

     

    


    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION,
                , as Transferor

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


     

    
 

    
      
        
        

      

      
        G-8

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
      H

    


     

    [FORM
      OF RECONVEYANCE OF RECEIVABLES]

    


     

    RECONVEYANCE
      of RECEIVABLES, dated as of [             ],
      20[  ] (this “Reconveyance”),
      by and between CHASE BANK USA,
      NATIONAL ASSOCIATION, a national banking association organized under the laws
      of
      the United States of America, as Transferor (the “Transferor”), and THE
      BANK OF NEW YORK (DELAWARE), a banking corporation organized under the laws
      of
      the State of Delaware, as Trustee (the “Trustee”) of the First USA Credit
      Card Master Trust (the “Trust”), pursuant to the Pooling and Servicing
      Agreement referred to below.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Transferor and the Trustee are parties to the Third Amended and Restated
      Pooling 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 “Pooling and Servicing
      Agreement”);

     

    WHEREAS,
      pursuant to the Pooling and Servicing Agreement, the Transferor wishes to cause
      the Trustee, on behalf of the Trust, to reconvey all of the Receivables and
      proceeds thereof, whether now existing or hereafter created, from the Trust
      to
      the Transferor pursuant to the terms of Section 12.04 of the Pooling and
      Servicing Agreement upon termination of the Trust pursuant to subsection
      12.01(a) of the Pooling and Servicing Agreement (as each such term is defined
      in
      the Pooling and Servicing Agreement); and

     

    WHEREAS,
      the Trustee, on behalf of the Trust, is willing to reconvey the Receivables
      subject to the terms and conditions hereof;

     

    NOW
      THEREFORE, the Transferor and the Trustee hereby agree as follows:

     

    1.           Defined
      Terms.  All terms defined in the Pooling and Servicing Agreement
      and used herein shall have such defined meanings when used herein, unless
      otherwise defined herein.

     

    “Reconveyance
      Date” shall mean [             ],
20[  ].

     

    2.           Return
      of Lists of Accounts.  The Trustee, on behalf of the Trust, shall
      deliver to the Transferor, not later than three Business Days after the
      Reconveyance Date, each and every list of Accounts delivered to the Trustee
      pursuant to the terms of the Pooling and Servicing Agreement.

     

    3.           Conveyance
      of Receivables.

     

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

     

    (a)           The
      Trustee, on behalf of the Trust, does hereby reconvey to the Transferor, without
      recourse, representation or warranty, on and after the Reconveyance Date, all
      right, title and interest of the Trust in and to each and every Receivable
      now
      existing and hereafter created in the Accounts, all monies due or to become
      due
      with respect thereto (including all Finance Charge Receivables and all proceeds
      (as defined in Section 9-306 of the UCC as in effect in the applicable
      jurisdiction) of such Receivables, except for amounts, if any, held by the
      Trustee, on behalf of the Trust, pursuant to subsection 12.03(b) of the Pooling
      and Servicing Agreement.

     

    


    (b)           In
      connection with such transfer, the Trustee, on behalf of the Trust, authorizes
      the filing, on or prior to the date of this Reconveyance, of such UCC
      termination statements as the Transferor may reasonably request, evidencing
      the
      transfer of the Receivables from the Trust to the Transferor and the release
      by
      the Trust of its lien on the Receivables.

     

    4.           Counterparts.  This
      Reconveyance may be executed in two or more counterparts (and by different
      parties on separate counterparts), each of which shall be an original, but
      all
      of which together shall constitute one and the same instrument.

     

    5.           Governing
      Law.  THIS RECONVEYANCE SHALL BE CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
      LAW
      PROVISIONS.

     

     

    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

     

     

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

     

    


    
      	 	
              CHASE
                BANK USA, NATIONAL

            
	 	
              ASSOCIATION,
                , as Transferor

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	 	 	 
	 	
              THE
                BANK OF NEW YORK

            
	 	
              (DELAWARE)
                , as Trustee

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

     

     

    
      
        
        

      

      
        H-3

        
          

        

      

      
        
        

      

    

    


    


     

    Exhibit
      I

     

    FORM
      OF ANNUAL TRUSTEE CERTIFICATION

     

     

    
      	
               

            	
              Re:

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

            


    

     

     

    I,
      ________________________________,  a _______________________
      of  the Trustee, certify to the Transferor, and its officers, with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1)           I
      have reviewed the report on assessment of the Trustee’s compliance provided in
      accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (17
      C.F.R. §229.1100, et seq.) (the “Criteria Assessment”), and the
      registered public accounting firm’s attestation report provided in accordance
      with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
      Regulation AB (the “Attestation Report”) that were delivered by the
      Trustee to the Transferor pursuant to the Agreement (collectively, the
“Trustee Information”);

     

    (2)           To
      my knowledge, the Trustee Information, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements made, in the light of the circumstances under which
      such
      statements were made, not misleading with respect to the period of time covered
      by the Trustee Information;

     

    (3)           To
      my knowledge, all of the Trustee Information required to be provided by the
      Trustee under the Agreement has been provided to the Transferor;
      and

     

    (4)           To
      my knowledge, except as disclosed in the Criteria Assessment or the Attestation
      Report, the Trustee has fulfilled its obligations under the
      Agreement.

     

    


    
      	 	
              Date:

            	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
      J

     

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN
      ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be
      delivered by the Trustee shall address, at a minimum, the criteria identified
      below as “Applicable
      Servicing
      Criteria”:

    
       

       

      
        
          	 	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                	
                  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

                	 


        

         

      

    

     

    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.

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          	 	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                	
                  INAPPLICABLE
                    SERVICING CRITERIA

                
	
                   

                  Reference

                	
                  Criteria

                	 	 


        

      

      
        	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 	
                X

              
	
                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 pool assets 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.

      

    

     

    
      
        
        

      

      
        J-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 pool asset 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 pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, 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

              	 


      

       

    

     

    
      
        
        

      

      
        J-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
                TRUSTEE]

            
	 	 	 
	 	 	 
	 	
              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

    

     

    
      
        
        

      

      
        J-4

        
          

        

      

      
        
        

      

    

     

    Exhibit
      K

    


     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    The
      assessment of compliance to be
      delivered by the [Servicer]
      [Subservicer] shall
      address, at a minimum, the criteria identified below as “Applicable
      Servicing
      Criteria”:

    


    
      	 	
              SERVICING
                CRITERIA

            	
              APPLICABLE
                SERVICING
                CRITERIA

            	
              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

            	 


    

     

    ___________________________________

     

    
      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.

    

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	
                SERVICING
                  CRITERIA

              	
                APPLICABLE
                  SERVICING CRITERIA

              	
                INAPPLICABLE
                  SERVICING CRITERIA

              
	
                Reference

              	
                 

                Criteria

              	 	 


      

    

    
      	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded
                so as to prevent
                unauthorized access.

            	 	
              X

            
	
              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 pool assets
                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.  

      

      
         

        3The
          Asserting Party agrees amounts
          remitted to investors per the investor reports to amounts remitted to the
          Paying
          Agent per the bank statements.

      

    

     

    
      
        
        

      

      
        K-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 pool asset 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 pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, 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

              	 


      

    

     

    
      


      
        
          
             

          

          
            K-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

       

       

      
        
          
          

        

        
          K-4

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      1

    


     

    LIST
      OF ACCOUNTS


     

    Delivered
      to Trustee only

     

    [Deemed
      Incorporated]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
      L

     

     

    FORM
      OF

     

    FIRST
      USA CREDIT CARD MASTER TRUST

     

    TRUSTEE’S
      CERTIFICATE

     

    [           ]
      [  ], 20[  ]

    


     

    Reference
      is hereby made to the THIRD AMENDED AND RESTATED POOLING AND SERVICING
      AGREEMENT, dated as of December 19, 2007 (the “Agreement”), by and between CHASE
      BANK USA, NATIONAL ASSOCIATION (successor to First USA Bank, National
      Association), a national banking association, as transferor and servicer (the
      “Bank”) and THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as
      trustee (the “Trustee”) on behalf of the Certificateholders of the First USA
      Credit Card Master Trust (the “Trust”).

     

    In
      connection with transactions contemplated by the applicable Terms Agreement
      (the
“Terms Agreement”), each with respect to a specific tranche of CHASEseries
      notes, dated the respective dates of the pricing of such CHASEseries notes,
      incorporating an Underwriting Agreement, dated as of
      [           ]
      [  ], 20[  ] (together, the “Underwriting Agreement”), by
      and among the representative of the several underwriters (collectively, the
      “Underwriters”), the Bank and Chase Issuance Trust, a Delaware statutory trust
      (the “Issuing Entity”), relating to the sale by the Issuing Entity to the
      Underwriters of CHASEseries notes from the date hereof through
      [           ]
      [  ], 20[  ] (the “Notes”), the undersigned, an authorized
      officer of the Trustee, hereby certifies the following:

     

    1.           The
      information provided by the Trustee in the base prospectus, dated
      [           ]
      [  ], 20[  ] (the “Base Prospectus”), relating to the
      offering of the Notes of the Issuing Entity in the form filed with the
      Commission pursuant to Rule 424(b) of the Rules and Regulations under the
      Securities Act, as excerpted in Schedule A hereto, is true and accurate
      in all material respects.

     

    2.           To
      the knowledge of the undersigned officer of the Trustee, as of the date and
      time
      of this certificate, there are no legal proceedings pending or known to be
      contemplated against the Trustee or against any property of the Trustee, that
      would be material to security holders of the Notes.

     

    3.           To
      the knowledge of the undersigned officer of the Trustee, as of the date and
      time
      of this certificate, there are no governmental proceedings pending or known
      to
      be contemplated against the Trustee or against any property of the Trustee,
      that
      would be material to security holders of the Notes.

     

    4.           To
      the knowledge of the undersigned officer of the Trustee, as of the date and
      time
      of this certificate, there are no business relationships, agreements,
      arrangements, transactions or understandings that are entered into outside
      the
      ordinary 

     

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

       

      course
        of business or on terms other than would be obtained in an arm’s length
        transaction with an unrelated third party, that currently exists or that
        existed
        during the past two years and that are material to security holders of the
        Notes
        between the Trustee and any of the following:

    

    


    (a)           the
      Bank;

    


    (b)           Wilmington
      Trust Company[;]/[; and]

    


    (c)           Wells
      Fargo Bank, National Association[[; and]/[.]

    


    (d)           any
      enhancement or support provider.]1

    


    ______________________________

     

    
      	
              1

            	
              If
                applicable, the Transferor shall inform the Trustee of the identity
                of any
                enhancement or support provider; otherwise (d) is
                deleted.

            


    

    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, I have executed this certificate as of the date hereinabove
      set
      forth.

     

    


    
      	 	
              THE
                BANK OF NEW YORK (DELAWARE)

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    
      
        
        

      

      
        L-3

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    


    


    


    1.           Page
      [  ] of Base Prospectus

    


    [DESCRIPTION
      OF THE BANK OF NEW YORK
      (DELAWARE)]

    


    2.           Page
      [  ] of Base Prospectus

    


    [DESCRIPTION
      OF THE BANK OF NEW YORK
      (DELAWARE)]