ex10-5.htm


    


    Exhibit
      10.5

     

     

    Execution
      Copy

    


    


     

    


     

     

    CHASE
      ISSUANCE TRUST

     

    as
      Issuing Entity

     

    and

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

     

    as
      Indenture Trustee and Collateral Agent

     

    ____________________

     

    SECOND
      AMENDED AND RESTATED

     

    ASSET
      POOL ONE SUPPLEMENT

     

    dated
      as of December 19, 2007

     

    to

     

    THIRD
      AMENDED AND RESTATED

     

    INDENTURE

     

    dated
      as of December 19, 2007

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    TABLE
      OF CONTENTS

     

     

    Page

    


    
      	
              ARTICLE
                I

               

              DEFINITIONS
                AND OTHER PROVISIONS OF GENERAL APPLICATION

            
	
              Section
                1.1

            	
              Definitions

            	
              3

            
	
              Section
                1.2

            	
              Effect
                of Headings and Table of Contents

            	
              12

            
	
              Section
                1.3

            	
              Successors
                and Assigns

            	
              12

            
	
              Section
                1.4

            	
              Separability

            	
              12

            
	
              Section
                1.5

            	
              Governing
                Law

            	
              12

            
	
              Section
                1.6

            	
              Counterparts

            	
              12

            
	
              ARTICLE
                II

               

              COLLATERAL

            
	
              Section
                2.1

            	
              Initial
                Collateral

            	
              13

            
	
              Section
                2.2

            	
              [Reserved]

            	
              13

            
	
              Section
                2.3

            	
              Increases
                in the Invested Amount of an Existing Asset Pool One Collateral
                Certificate.

            	
              13

            
	
              Section
                2.4

            	
              Addition
                of Collateral.

            	
              14

            
	
              Section
                2.5

            	
              Removal
                of Accounts.

            	
              17

            
	
              Section
                2.6

            	
              Account
                Allocations

            	
              19

            
	
              Section
                2.7

            	
              Discount
                Receivables.

            	
              20

            
	
              Section
                2.8

            	
              Recording,
                Etc.

            	
              20

            
	
              Section
                2.9

            	
              Trust
                Indenture Act Requirements

            	
              22

            
	
              Section
                2.10

            	
              Suits
                To Protect the Collateral

            	
              22

            
	
              Section
                2.11

            	
              Purchaser
                Protected

            	
              22

            
	
              Section
                2.12

            	
              Powers
                Exercisable by Receiver or Collateral Agent

            	
              22

            
	
              Section
                2.13

            	
              Determinations
                Relating to Collateral

            	
              23

            
	
              Section
                2.14

            	
              Release
                of all Collateral.

            	
              23

            
	
              Section
                2.15

            	
              Certain
                Actions by Collateral Agent

            	
              24

            
	
              Section
                2.16

            	
              Opinions
                as to Collateral.

            	
              24

            
	
              Section
                2.17

            	
              Delegation
                of Duties

            	
              24

            
	
              Section
                2.18

            	
              Issuing
                Entity’s Representations and Warranties

            	
              25

            


    

    


    


    
      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              ARTICLE
                III

               

              COLLECTIONS,
                ALLOCATIONS, DEPOSITS AND PAYMENTS

            
	
              Section
                3.1

            	
              Collections
                and Allocations

            	
              27

            
	
              Section
                3.2

            	
              Allocations
                of Finance Charge Collections and Default Amounts.

            	
              28

            
	
              Section
                3.3

            	
              Allocations
                of Principal Collections

            	
              28

            
	
              Section
                3.4

            	
              Allocations
                of the Asset Pool One Servicing Fee.

            	
              28

            
	
              Section
                3.5

            	
              Allocations
                of Amounts to the Excess Funding Account and Allocations of Amounts
                on
                Deposit in the Excess Funding Account

            	
              29

            
	
              Section
                3.6

            	
              Final
                Payment

            	
              29

            
	
              Section
                3.7

            	
              Payments
                within a Series, Class or Tranche

            	
              30

            
	
              Section
                3.8

            	
              Allocations
                of Finance Charge Collections, Default Amounts, Servicing Fees and
                Principal Collections Allocable to the Transferor
                Interest.

            	
              30

            
	
              Section
                3.9

            	
              Transfer
                of Defaulted Accounts

            	
              31

            
	
              Section
                3.10

            	
              Adjustments
                for Miscellaneous Credits and Fraudulent Charges.

            	
              31

            
	
              Section
                3.11

            	
              Recoveries
                and Interchange.

            	
              32

            
	
              Section
                3.12

            	
              [Reserved]

            	
              32

            
	
              Section
                3.13

            	
              Designation
                of Remaining Principal Shortfalls

            	
              32

            
	
              Section
                3.14

            	
              Monthly
                Servicer’s Certificate

            	
              33

            
	
              ARTICLE
                IV

               

              THE
                COLLATERAL AGENT

            
	
              Section
                4.1

            	
              Certain
                Duties and Responsibilities.

            	
              34

            
	
              Section
                4.2

            	
              Certain
                Rights of the Collateral Agent

            	
              35

            
	
              Section
                4.3

            	
              Not
                Responsible for Recitals or Issuance of Notes

            	
              36

            
	
              Section
                4.4

            	
              May
                Hold Notes

            	
              36

            
	
              Section
                4.5

            	
              Money
                Held in Trust

            	
              36

            
	
              Section
                4.6

            	
              Compensation
                and Reimbursement; Limit on Compensation, Reimbursement and
                Indemnity.

            	
              36

            
	
              Section
                4.7

            	
              Disqualification;
                Conflicting Interests

            	
              37

            
	
              Section
                4.8

            	
              Corporate
                Collateral Agent Required; Eligibility

            	
              37

            
	
              Section
                4.9

            	
              Resignation
                and Removal; Appointment of Successor.

            	
              38

            
	
              Section
                4.10

            	
              Acceptance
                of Appointment by Successor

            	
              39

            
	
              Section
                4.11

            	
              Merger,
                Conversion, Consolidation or Succession to Business

            	
              39

            


    

    


    


    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Section
                4.12

            	
              Preferential
                Collection of Claims Against Issuing Entity

            	
              40

            
	
              Section
                4.13

            	
              Representations
                and Covenants of the Collateral Agent

            	
              40

            
	
              Section
                4.14

            	
              Custody
                of Asset Pool One Collateral Certificates and Other
                Collateral

            	
              40

            
	
              Section
                4.15

            	
              Collateral
                Agent’s Application for Instructions from the Issuing
                Entity

            	
              40

            
	
              Section
                4.16

            	
              Events
                of Default and Remedies; Reports of Indenture Trustee; Reports to
                Issuing
                Entity.

            	
              41

            
	
              ARTICLE
                V

               

              BANK
                ACCOUNTS AND INVESTMENTS

            
	
              Section
                5.1

            	
              Bank
                Accounts.

            	
              42

            
	
              Section
                5.2

            	
              Investment
                of Funds in the Bank Accounts.

            	
              43

            
	
              ARTICLE
                VI

               

              MISCELLANEOUS

            
	
              Section
                6.1

            	
              No
                Petition

            	
              45

            
	
              Section
                6.2

            	
              Actions
                by the Issuing Entity

            	
              45

            
	
              Section
                6.3

            	
              Limitations
                on Liability.

            	
              45

            
	
              Section
                6.4

            	
              Termination
                of Issuing Entity

            	
              46

            
	
              Section
                6.5

            	
              Termination
                Distributions

            	
              46

            
	
              Section
                6.6

            	
              Derivative
                Counterparty, Supplemental Credit Enhancement Provider and Supplemental
                Liquidity Provider as Third-Party Beneficiary

            	
              46

            
	
              Section
                6.7

            	
              Amendments

            	
              46

            


    

    


    


    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBITS

     

    
      	
              EXHIBIT
                A

            	
              Form
                of Transferor Certificate

            


    

     

    
      	
              EXHIBIT
                B

            	
              Form
                of Assignment of Receivables in Additional Accounts Included
                in Asset Pool One

            


    

     

    
      	
              EXHIBIT
                C

            	
              Form
                of Assignment of Additional Collateral Certificate Included
                in Asset Pool One

            


    

     

    
      	
              EXHIBIT
                D

            	
              Form
                of Reassignment of Receivables in Removed Accounts Included
                in Asset Pool One

            


    

     

    
      	
              EXHIBIT
                E-1

            	
              Form
                of Monthly Payment Instructions and Notification to the First
                USA Credit Card Master Trust
                Trustee

            


    

     

    
      	
              EXHIBIT
                E-2

            	
              Form
                of Monthly Payment Instructions and Notification to the Chase
                Credit Card Master Trust
                Trustee

            


    

     

    
      	
              EXHIBIT
                F

            	
              Form
                of Asset Pool One Monthly Servicer’s
                Certificate

            


    

     

     

    SCHEDULES

     

    SCHEDULE
      1                                
List of Asset Pool One Accounts [Deemed Incorporated]

     

    


    
      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

    


    This
      SECOND AMENDED AND RESTATED ASSET POOL ONE SUPPLEMENT between CHASE ISSUANCE
      TRUST, a statutory business trust organized under the laws of the State of
      Delaware (the “Issuing Entity” or the “Trust”), having its principal office at
      c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
      19890-1600, Attention: Corporate Trust Administration, and WELLS FARGO BANK,
      NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee
      (as
      defined in the Indenture described herein) and as collateral agent (in such
      capacity, the “Collateral Agent”) for the benefit of the parties listed in the
      Granting Clause of this Asset Pool One Supplement, is made and entered into
      as
      of December 19, 2007.

     

    All
      things necessary to make this Second Amended and Restated Asset Pool One
      Supplement a valid agreement of the Issuing Entity, in accordance with its
      terms, have been done.

     

     

    RECITALS

     

    WHEREAS,
      the parties hereto have heretofore executed and delivered an Asset Pool One
      Supplement, dated as of May 1, 2002 (as amended, supplemented or otherwise
      modified, the “Original Asset Pool One Supplement”);

     

    WHEREAS,
      the parties hereto have executed and delivered an Amended and Restated Asset
      Pool One Supplement, dated as of October 15, 2004 (as amended, supplemented
      or
      otherwise modified, the “Amended and Restated Asset Pool One Supplement”), by
      and between the Issuing Entity and the Collateral Agent, as amended by the
      First
      Amendment thereto, dated as of May 10, 2005, the Second Amendment thereto,
      dated
      as of February 1, 2006 and the Third Amendment thereto, dated as of September
      27, 2007, each by and among the Issuing Entity and Indenture Trustee and the
      Collateral Agent;

     

    WHEREAS,
      the parties hereto desire to amend and restate the Amended and Restated Asset
      Pool One Supplement to read in its entirety as set forth below; and

     

    WHEREAS,
      all conditions precedent to the execution of this Second Amended and Restated
      Asset Pool One Supplement have been complied with;

     

    NOW,
      THEREFORE, the parties hereto hereby agree that effective on and as of the
      date
      hereof, the Amended and Restated Asset Pool One Supplement is hereby amended
      and
      restated in its entirety as follows:

     

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby grants to the Collateral Agent (the “Secured Party”) for
      the benefit and security of the following:  (a) the Asset Pool One
      Noteholders, (b) the Indenture Trustee, in its individual capacity and (c)
      the
      Collateral Agent, in its individual capacity, a security interest in all of
      its
      right, title and interest, whether now owned or hereafter acquired, in and
      to
      the following:

     

    (i)           each
      Asset Pool One Collateral Certificate;

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    (ii)           all
      Asset Pool One Receivables;

     

    (iii)           the
      Excess Funding Account established for Asset Pool One;

     

    (iv)           the
      Collection Account established for Asset Pool One;

     

    (v)           each
      Supplemental Bank Account (including all Sub-Accounts thereof) established
      from
      time to time for Asset Pool One;

     

    (vi)           all
      Permitted Investments and all investment property, money and other property
      held
      in or through the Collection Account, the Excess Funding Account or any
      Supplemental Bank Account and including any Sub-Accounts therein;

     

    (vii)           all
      rights, benefits and powers under any Derivative Agreement;

     

    (viii)          all
      rights, benefits and powers under any Supplemental Credit Enhancement Agreement
      or Supplemental Liquidity Agreement;

     

    (ix)           all
      rights, benefits and powers under the Transfer and Servicing Agreement with
      respect to the Asset Pool One Collateral Certificates and the Asset Pool One
      Receivables;

     

    (x)           all
      present and future claims, demands, causes of and choses in action in respect
      of
      any of the foregoing and all interest, principal, payments and distributions
      of
      any nature or type on any of the foregoing;

     

    (xi)           all
      accounts, general intangibles, chattel paper, instruments, documents, goods,
      money, investment property, deposit accounts, certificates of deposit, letters
      of credit, letter-of-credit rights and advices of credit consisting of, arising
      from, or relating to any of the foregoing; and

     

    (xii)           all
      proceeds of the foregoing.

     

    Items
      (i) through (xii) above are collectively referred to as the
“Collateral.”  The Security Interest in the Collateral is granted to
      secure the Asset Pool One Notes (and the obligations under the Indenture and
      this Asset Pool One Supplement), equally and ratably without prejudice, priority
      or distinction between any Asset Pool One Note by reason of difference in time
      of issuance or otherwise, except as otherwise expressly provided in the
      Indenture, or in the Indenture Supplement which establishes any Series, Class
      or
      Tranche of Notes, and to secure (x) the payment of all amounts due on such
      Asset
      Pool One Notes in accordance with their respective terms, (y) the payment of
      all
      other sums payable by the Issuing Entity under the Indenture, any Indenture
      Supplement and this Asset Pool One Supplement relating to the Asset Pool One
      Notes and (z) compliance by the Issuing Entity with the provisions of the
      Indenture, any Indenture Supplement or this Asset Pool One Supplement relating
      to the Asset Pool One Notes.  This Asset Pool One Supplement is a
      security agreement within the meaning of the UCC.

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    The
      Collateral Agent acknowledges the grant of such Security Interest, and accepts
      the Collateral in trust hereunder in accordance with the provisions hereof
      and
      agrees to perform the duties herein to the end that the interests of the Asset
      Pool One Noteholders may be adequately and effectively protected.

     

    The
      Asset Pool One Notes, Derivative Agreements, Supplemental Credit Enhancement
      Agreements, Supplemental Liquidity Agreements and other obligations under the
      Indenture, this Asset Pool One Supplement and any Indenture Supplement relating
      to the Asset Pool One Notes will benefit from the Security Interest to the
      extent (and only to the extent) proceeds of and distributions on the Collateral
      are allocated for their benefit pursuant to the Indenture, this Asset Pool
      One
      Supplement and the applicable Indenture Supplement.

     

     

    ARTICLE
      I 

     

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
      1.1  Definitions.  For
      all purposes of this Asset Pool One Supplement, except as otherwise expressly
      provided or unless the context otherwise requires:

     

    (a)  the
      terms defined in this Article have the meanings assigned to them in this
      Article, and, along with any other term defined in any Section of this Asset
      Pool One Supplement, include the plural as well as the singular;

     

    (b)  all
      other terms used herein which are defined in the Indenture, the applicable
      Indenture Supplement or the Transfer and Servicing Agreement, either directly
      or
      by reference therein, have the meanings assigned to them therein;

     

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

     

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

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (e)  in
      the event that any term or provision contained herein shall conflict with or
      be
      inconsistent with any term or provision contained in the Indenture, the
      applicable Indenture Supplement or the Transfer and Servicing Agreement, the
      terms and provisions of this Asset Pool One Supplement shall be
      controlling;

     

    (f)  each
      capitalized term defined herein shall relate only to the Asset Pool One Notes
      and no other notes issued by the Issuing Entity; and

     

    (g)  whenever
      used in this Asset Pool One Supplement, the following words and phrases shall
      have the following meanings, and the definitions of such terms and phrases
      are
      applicable to the singular as well as the plural forms of such terms and to
      the
      masculine as well as to the feminine and the neuter genders of such
      terms:

     

    “Account
      Assignment” has the meaning specified in subsection 2.4(c)(v).

     

    “Additional
      Asset Pool One Account” has the meaning specified in subsection
      2.4(a).

     

    “Additional
      Asset Pool One Collateral Certificate” has the meaning specified in
      subsection 2.4(a).

     

    “Addition
      Cut-Off Date” means, with respect to any Additional Asset Pool One Account,
      the date as of which the applicable Additional Accounts shall have been selected
      by the Issuing Entity for inclusion in Asset Pool One pursuant to Section
      2.4.

     

    “Addition
      Date” has the meaning specified in subsection 2.4(a)(i).

     

    “Adjustment
      Payment” has the meaning specified in subsection 3.10(a).

     

    “Administrator”
      means Chase Bank USA, National Association in its capacity as Administrator
      of
      the Trust.

     

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

     

    “Amortization
      Period” has, with respect to any Series, Class or Tranche of Asset Pool One
      Notes, the meaning specified in the applicable Indenture Supplement with respect
      to such Series, Class or Tranche of Asset Pool One Notes.

     

    “Asset
      Pool One” means the Collateral granted to the Collateral Agent pursuant to
      this Asset Pool One Supplement.

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    “Asset
      Pool One Accounts” means the Initial Asset Pool One Accounts and the
      Accounts that have been designated by the Issuing Entity, pursuant to Section
      2.4, to have their Receivables included in Asset Pool One; provided,
however, that Removed Asset Pool One Accounts shall not be Asset Pool
      One
      Accounts on or after the related Removal Date.

     

    “Asset
      Pool One Average Principal Balance” means, with respect to Asset Pool One,
      (a) for any Monthly Period in which no Addition Date, Removal Date or Discount
      Option Date occurs, the Asset Pool One Principal Receivables as of the close
      of
      business on the last day of the prior Monthly Period and (b) for any Monthly
      Period in which one or more Addition Dates, Removal Dates or Discount Option
      Dates occurs, the sum of:

     

    (i)  the
      product of (x) the Asset Pool One Principal Receivables as of the close of
      business on the last day of the prior Monthly Period and (y) a fraction, (A)
      the
      numerator of which is the number of days from and including the first day of
      such Monthly Period to but excluding the initial Addition Date, Removal Date
      or
      Discount Option Date, as the case may be, in such Monthly Period and (B) the
      denominator of which is the number of days in such Monthly Period;
      and

     

    (ii)  the
      product of (x) the Asset Pool One Principal Receivables as of the close of
      business on the initial Addition Date, Removal Date or Discount Option Date
      in
      such Monthly Period, after giving effect to such addition, removal or discount,
      as the case may be, and (y) a fraction, (A) the numerator of which is the number
      of days from and including the initial Addition Date, Removal Date or Discount
      Option Date, as the case may be, in such Monthly Period to but excluding the
      next subsequent Addition Date, Removal Date or Discount Option Date in such
      Monthly Period or, if no such next subsequent date occurs in such Monthly
      Period, to and including the last day of such Monthly Period and (B) the
      denominator of which is the number of days in such Monthly Period;
      and

     

    (iii)  for
      each subsequent Addition Date, Removal Date or Discount Option Date in such
      Monthly Period, the product of (x) the Asset Pool One Principal Receivables
      at
      the close of business on such Addition Date, Removal Date or Discount Option
      Date, after giving effect to such addition, removal or discount, as the case
      may
      be, and (y) a fraction, (A) the numerator of which is the number of days from
      and including such Addition Date, Removal Date or Discount Option Date, as
      the
      case may be, in such Monthly Period to but excluding the next subsequent
      Addition Date, Removal Date or Discount Option Date or, if no such next
      subsequent date occurs in such Monthly Period, to and including the last day
      of
      such Monthly Period and (B) the denominator of which is the number of days
      in
      such Monthly Period.

     

    “Asset
      Pool One Collateral Certificate” means each Collateral Certificate that has
      been designated by the Issuing Entity for inclusion in Asset Pool One pursuant
      to Sections 2.1 and 2.4.

     

    “Asset
      Pool One Collateral Certificate Principal Shortfall Payments” means, for any
      Monthly Period, amounts received on Asset Pool One Collateral Certificates
      in
      respect of Principal Shortfalls.

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    “Asset
      Pool One Default Amount” means, for any Monthly Period, the Default Amount
      for Asset Pool One for such Monthly Period.

     

    “Asset
      Pool One Defaulted Account” means any Asset Pool One Account that becomes a
      Defaulted Account.

     

    “Asset
      Pool One Finance Charge Collections” means, for any Monthly Period, the
      amount of Finance Charge Collections for all Asset Pool One Receivables and
      Asset Pool One Collateral Certificates for such Monthly Period.

     

    “Asset
      Pool One Minimum Pool Balance” means, for any Monthly Period, an amount
      equal to the sum of (i) for all Asset Pool One Notes in their Revolving Period,
      the sum of the Nominal Liquidation Amounts of such Asset Pool One Notes as
      of
      the close of business on the last day of such Monthly Period and (ii) for all
      Asset Pool One Notes in their Amortization Period, the sum of the Nominal
      Liquidation Amounts of such Asset Pool One Notes as of the close of business
      as
      of the last day of the most recent Revolving Period (exclusive of (x) any Asset
      Pool One Notes which will be paid in full on the applicable Payment Date in
      the
      following Monthly Period and (y) any Asset Pool One Notes which will have a
      Nominal Liquidation Amount of zero on the applicable Payment Date in the
      following Monthly Period).

     

    “Asset
      Pool One Nominal Liquidation Amount Deficit” means, for any Monthly Period,
      the aggregate Nominal Liquidation Amount Deficit of all Asset Pool One Notes
      for
      such Monthly Period.

     

    “Asset
      Pool One Notes” means the Notes designated in an Indenture Supplement as
      being secured by the Collateral of Asset Pool One.

     

    “Asset
      Pool One Noteholder” means any person in whose name an Asset Pool One Note
      is registered.

     

    “Asset
      Pool One Pool Balance” means, for any Monthly Period, the sum of (1) the sum
      of the Invested Amounts of the Asset Pool One Collateral Certificates on the
      close of business on the last day of such Monthly Period plus (2) the Asset
      Pool
      One Principal Receivables as of the close of business as of the last day of
      such
      Monthly Period plus (3) the Excess Funding Amount as of the close of business
      on
      the last day of such Monthly Period.

     

    “Asset
      Pool One Principal Collections” means, for any Monthly Period, the amount of
      Principal Collections for all Asset Pool One Receivables and Asset Pool One
      Collateral Certificates for such Monthly Period minus Asset Pool One Collateral
      Certificate Principal Shortfall Payments for such Monthly Period.

     

    “Asset
      Pool One Principal Receivables” means, with respect to any date of
      determination, the aggregate outstanding dollar amount of Asset Pool One
      Receivables that are Principal Receivables.

     

    “Asset
      Pool One Receivables” means Receivables arising in Asset Pool One
      Accounts.

     

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    “Asset
      Pool One Receivables Servicing Fee” means, with respect to any Monthly
      Period, one-twelfth of the product of (a) the Asset Pool One Receivables
      Servicing Fee Percentage for such Monthly Period and (b) the Asset Pool One
      Average Principal Balance for such Monthly Period.

     

    “Asset
      Pool One Receivables Servicing Fee Percentage” means, 1.50% for so long as
      Chase Bank USA, National Association is the Servicer or 2.00% if Chase Bank
      USA,
      National Association is no longer the Servicer.

     

    “Asset
      Pool One Required Transferor Amount” means, for any Monthly Period, the
      product of (1) the Asset Pool One Principal Receivables as of the close of
      business on the last day of such Monthly Period and (2) the Asset Pool One
      Required Transferor Amount Percentage.

     

    “Asset
      Pool One Required Transferor Amount Percentage” means 4% or such other
      percentage as shall be designated from time to time by the Servicer; provided,
      however, that prior to designating any lesser percentage the Servicer shall
      have
      provided to the Indenture Trustee and the Collateral Agent an Issuing Entity
      Tax
      Opinion and written confirmation from each Note Rating Agency that such
      designation shall not have a Ratings Effect.

     

    “Asset
      Pool One Servicing Fee” has the meaning specified in subsection
      3.4(a).

     

    “Asset
      Pool One Supplement” means this Second Amended and Restated Asset Pool
      Supplement as originally executed and as amended, supplemented, restated or
      otherwise modified from time to time.

     

    “Asset
      Pool One Transferor Amount” means, for any Monthly Period, an amount equal
      to (i) the Asset Pool One Pool Balance for such Monthly Period minus (ii) the
      aggregate Nominal Liquidation Amount of all Asset Pool One Notes as of the
      close
      of business on the last day of such Monthly Period.

     

    “Asset
      Pool One Transferor Percentage” means, with respect to any Monthly Period,
      100% minus, the sum of the Noteholder Percentages for all Series of Asset Pool
      One Notes with respect to Asset Pool One Principal Collections, Asset Pool
      One
      Finance Charge Collections, the Asset Pool One Servicing Fee or the Asset Pool
      One Default Amount, as applicable.

     

    “Bank
      Accounts” means, collectively, the Excess Funding Account, the Collection
      Account and any Supplemental Bank Account, including any Sub-Accounts
      therein.

     

    “Certificate
      Assignment” has the meaning specified in subsection 2.4(c)(vi).

     

    “Collateral”
      has the meaning specified in the Granting Clause of this Asset Pool One
      Supplement.

     

    “Collateral
      Agent” means the Person named as the Collateral Agent in the first paragraph
      of this Asset Pool One Supplement until a successor Collateral Agent shall
      have
      become such pursuant to the applicable provisions of this Asset Pool One
      Supplement, and

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    thereafter
      “Collateral Agent” means and includes each Person who is then a Collateral Agent
      hereunder.  If at any time there is more than one such Person,
“Collateral Agent” as used with respect to the Asset Pool One Notes of any
      Series, Class or Tranche means the Collateral Agent with respect to Asset Pool
      One Notes of that Series, Class or Tranche.

     

    “Collateral
      Agent Authorized Officer” when used with respect to the Collateral Agent,
      means any vice president, any assistant vice president, the treasurer, any
      assistant treasurer, any senior trust officer or trust officer, or any other
      officer of the Collateral Agent customarily performing functions similar to
      those performed by any of the above designated officers and also means, with
      respect to a particular corporate trust matter, any other officer to whom such
      matter is referred because of his knowledge of and familiarity with the
      particular subject.

     

    “Collection
      Account” has the meaning specified in subsection 5.1(a)(i).

     

    “Corporate
      Trust Office” means, with respect to the Collateral Agent, the principal
      corporate trust office of the Collateral Agent located at Wells Fargo Bank,
      National Association, Sixth Street & Marquette Avenue, MAC: N9311-161,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services - Asset Backed
      Administration; or such other address as the Collateral Agent may designate
      by
      notice to the Transferor, or the principal corporate trust office of any
      successor Collateral Agent (the address of which the successor Collateral Agent
      will notify the Indenture Trustee and the Transferor).

     

    “Credit
      Adjustment” has the meaning specified in subsection 3.10(a).

     

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

     

    “Determination
      Date” means the Business Day before the First Note Transfer Date for a
      Series in a Monthly Period.

     

    “Effective
      Date” means the date on which this Asset Pool One Supplement is executed and
      delivered by the parties hereto.

     

    “Excess
      Funding Account” has the meaning specified in subsection
      5.1(a)(ii).

     

    “Excess
      Funding Amount” means at any time the aggregate amount on deposit in the
      Excess Funding Account.

     

    “First
      Note Transfer Date” means, with respect to any Monthly Period, the initial
      Note Transfer Date for any Series, Class or Tranche of Asset Pool One Notes
      in
      such Monthly Period.

     

    “Increase
      Date” has the meaning specified in subsection 2.4(a)(i).

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

    “Monthly
      Servicer’s Certificate” means the certificate forwarded by the Servicer to
      various parties as described in Section 3.14.

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    “Note
      Rating Agency” means, with respect to any Outstanding Asset Pool One Notes,
      each statistical rating agency selected by the Issuing Entity to rate such
      Notes.

     

    “Note
      Transfer Date” means, for any Series, Class or Tranche of Asset Pool One
      Notes:

     

    (i)           the
      Business Day prior to:

     

    
      	
               

            	
              (a)

            	
              the
                Payment Date for such Series, Class or Tranche of Asset Pool One
                Notes;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              for
                any Monthly Period in which no Payment Date occurs for such Series,
                Class
                or Tranche of Asset Pool One Notes, the date in such Monthly Period
                corresponding numerically to the next Payment Date (without regard
                to
                whether or not such Payment Date is a Business Day) for such Series,
                Class
                or Tranche of Asset Pool One Notes, provided that (1) if there is
                no such
                numerically corresponding date, such date shall be the last Business
                Day
                of such Monthly Period, or (2) if such numerically corresponding
                date is
                not a Business Day, such date shall be the immediately preceding
                Business
                Day; or

            


    

     

    (ii)           such
      other date as shall be specified in the applicable Indenture Supplement or
      Terms
      Document for such Series, Class or Tranche of Asset Pool One Notes.

     

    “Notice
      Date” has the meaning specified in subsection 2.4(c)(ii):

     

    “Prefunding
      Excess Amount” has, with respect to any Series, Class or Tranche of Asset
      Pool One Notes, the meaning specified in the applicable Indenture Supplement
      for
      such Series, Class or Tranche of Asset Pool One Notes.

     

    “Principal
      Shortfalls” has the meaning specified in the applicable Series Supplement
      for a Collateral Certificate.

     

    “Proposed
      Principal Shortfall Amount” has the meaning specified in Section
      3.13.

     

    “Reassignment”
      has the meaning specified in subsection 2.5(b)(ii).

     

    “Remaining
      Series Available Principal Collections Shortfall” has, with respect to any
      Series of Asset Pool One Notes, the meaning specified in the applicable
      Indenture Supplement for such Series of Asset Pool One Notes.

     

    “Removal
      Cut-Off Date” means, with respect to any Removed Asset Pool One Account, the
      date as of which the Receivables in such Removed Asset Pool One Account shall
      have been selected by the Issuing Entity for removal from Asset Pool One
      pursuant to Section 2.5.

     

    “Removal
      Date” has the meaning specified in subsection 2.5(a).

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    “Removal
      Notice Date” has the meaning specified in subsection 2.5(a).

     

    “Removed
      Asset Pool One Accounts” has the meaning specified in subsection
      2.5(a).

     

    “Revolving
      Period” has, with respect to any Series, Class or Tranche of Asset Pool One
      Notes, the meaning specified in the applicable Indenture Supplement with respect
      to such Series, Class or Tranche of Asset Pool One Notes.

     

    “Security
      Interest” means the security interest granted pursuant to the Granting
      Clause.

     

    “Secured
      Party” has the meaning specified in the Granting Clause of this Asset Pool
      One Supplement.

     

    “Series”
      means, with respect to any Note, the series specified in the applicable
      Indenture Supplement.

     

    “Series
      Available Principal Collections Shortfall” has, with respect to any Series
      of Asset Pool One Notes, the meaning specified in the applicable Indenture
      Supplement for such Series of Asset Pool One Notes.

     

    “Shared
      Excess Available Principal Collections” has, with respect to any Series of
      Asset Pool One Notes, the meaning specified in the applicable Indenture
      Supplement for such Series of Asset Pool One Notes.

     

    “Successor
      Servicer” has the meaning specified in subsection 10.02(a) of the Transfer
      and Servicing Agreement.

     

    “Supplemental
      Bank Account” means the trust account or accounts designated as such and
      established pursuant to subsection 5.1(a)(i).

     

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

     

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

     

    “Transfer
      and Servicing Agreement” means the Third Amended and Restated Transfer and
      Servicing Agreement, dated as of December 19, 2007, among Chase USA, as
      Transferor, Servicer and Administrator, the Issuing Entity, and Wells Fargo
      Bank, National Association, as Indenture Trustee and Collateral
      Agent.

     

    “Transferor
      Certificate” means, for Asset Pool One, if any Transferor elects to evidence
      its interest in the Transferor Interest in certificated form, the certificate
      executed by the Issuing Entity and authenticated by the Owner Trustee,
      substantially in the form set forth as

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      A; provided, that as used herein and in any Indenture Supplement
“Transferor Certificate” shall mean either a certificate executed and delivered
      by the Issuing Entity and authenticated by the Owner Trustee substantially
      in
      the form of Exhibit A or the uncertificated interest in the Transferor
      Interest.

     

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

     

    “Trust”
      has the meaning specified in the first paragraph of this Asset Pool One
      Supplement.

     

    Section
      1.2  Effect
      of Headings and Table of Contents.  The Article and Section
      headings herein and the Table of Contents are for convenience only and will
      not
      affect the construction hereof.

     

    Section
      1.3  Successors
      and Assigns.  All covenants and agreements in this Asset Pool One
      Supplement by the Issuing Entity will bind its successors and assigns, whether
      so expressed or not.  All covenants and agreements of the Collateral
      Agent in this Asset Pool One Supplement shall bind the successors and agents
      of
      the Collateral Agent.

     

    Section
      1.4  Separability.  In
      case any provision in this Asset Pool One Supplement will be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions will not in any way be affected or impaired thereby.

     

    Section
      1.5  Governing
      Law.  THIS ASSET POOL ONE SUPPLEMENT WILL BE CONSTRUED IN
      ACCORDANCE WITH AND GOVERNED BY 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
      1.6  Counterparts.  This
      Asset Pool One Supplement may be executed in any number of counterparts, each
      of
      which so executed will be deemed to be an original, but all such counterparts
      will together constitute but one and the same instrument.

     

    [END
      OF ARTICLE I]

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    


     

    ARTICLE
      II 

     

    COLLATERAL

     

    Section
      2.1  Initial
      Collateral.  By execution of the Original Asset Pool One
      Supplement, the Issuing Entity designated the First USA Collateral Certificate
      as an Asset Pool One Collateral Certificate.   By execution of
      the Amended and Restated Asset Pool One Supplement, the Issuing Entity
      designated the Chase Collateral Certificate as an Asset Pool One Collateral
      Certificate.  By execution of each Initial Asset Pool One Account
      Assignment, the Issuing Entity included the Receivables existing on the
      applicable Cut-Off Date or thereafter created in the Accounts designated
      thereby, all Interchange and Recoveries related thereto, all monies due or
      to
      become due and all amounts received or receivable with respect thereto and
      the
“proceeds” (including “proceeds” as defined in the applicable UCC) thereof and
      Insurance Proceeds relating thereto.  The First USA Collateral
      Certificate was registered in the name of the Collateral Agent and delivered
      to
      the Collateral Agent on or about the Initial Issuance Date.   The
      Chase Collateral Certificate was registered in the name of the Collateral Agent
      and delivered to the Collateral Agent on or about the Chase CC Issuance
      Date.  Unless written notice has been delivered to the Servicer, the
      Owner Trustee and the Indenture Trustee, each Asset Pool One Collateral
      Certificate shall continue to be held by the Collateral Agent in the State
      of
      New York.

     

    Section
      2.2  [Reserved]

     

    Section
      2.3  Increases
      in the Invested Amount of an Existing Asset Pool One Collateral
      Certificate.

     

    (a)  The
      Invested Amount of any existing Asset Pool One Collateral Certificate may be
      increased by the applicable Transferor on any Business Day in connection
      with:

     

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

     

    (ii)  the
      increase of the Asset Pool One Transferor Amount.

     

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

     

    (c)  Notwithstanding
      any other provision of this Agreement, with respect to any Monthly Period,
      the
      Invested Amount of an existing Asset Pool One Collateral Certificate shall
      not
      be increased if (i) an Early Amortization Event shall have occurred with respect
      to any Asset Pool One Notes as a result of a failure to add Collateral to Asset
      Pool One or a failure to increase the Invested Amount of an existing Asset
      Pool
      One Collateral Certificate at a time when the Asset Pool One Pool Balance for
      the prior Monthly Period is less than the Asset

     

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    Pool
      One Minimum Pool Balance for such prior Monthly Period and (ii) increasing
      the
      Invested Amount of or reinvesting in an existing Asset Pool One Collateral
      Certificate would result in a reduction in the allocation percentage applicable
      for principal collections for such existing Asset Pool One Collateral
      Certificate.

     

    Section
      2.4  Addition
      of Collateral.

     

    (a)  Required
      Additions.

     

    (i)  If,
      (A) as determined on any Determination Date, the Asset Pool One Transferor
      Amount for the prior Monthly Period is less than the Asset Pool One Required
      Transferor Amount for such prior Monthly Period, the Issuing Entity shall (1)
      designate Receivables in additional Accounts for inclusion in Asset Pool One
      (each, an “Additional Asset Pool One Account”), (2) designate one or more
      Additional Collateral Certificates for inclusion in Asset Pool One (each, an
      “Additional Asset Pool One Collateral Certificate”) or (3) increase the Invested
      Amount of one or more existing Asset Pool One Collateral Certificates pursuant
      to Section 2.3 in a sufficient amount such that, after giving effect to such
      addition or increase, the Asset Pool One Transferor Amount for the prior Monthly
      Period would have been at least equal to the Asset Pool One Required Transferor
      Amount for such prior Monthly Period, or (B) as determined on any Determination
      Date, the Asset Pool One Pool Balance for the prior Monthly Period is less
      than
      the Asset Pool One Minimum Pool Balance for such prior Monthly Period, the
      Issuing Entity shall (1) designate Receivables in Additional Asset Pool One
      Accounts for inclusion in Asset Pool One, (2) designate one or more Additional
      Asset Pool One Collateral Certificates for inclusion in Asset Pool One or (3)
      increase the Invested Amount of one or more existing Asset Pool One Collateral
      Certificates pursuant to Section 2.3 in a sufficient amount such that, after
      giving effect to such addition or increase, the Asset Pool One Pool Balance
      would have been equal to or greater than the Asset Pool One Minimum Pool Balance
      for such prior Monthly Period; provided, however, that in the event of a
      Servicer Rating Event, the Asset Pool One Transferor Amount and the Asset Pool
      One Pool Balance will be determined on a daily basis in accordance with a method
      to be determined by the Transferor, subject to satisfaction of the Note Rating
      Agency Condition.

     

    Any
      increase in the Invested Amount of one or more existing Asset Pool One
      Collateral Certificates shall occur and/or designation of Receivables in any
      Additional Asset Pool One Accounts and/or any Additional Asset Pool One
      Collateral Certificates to be transferred to the Trust and designated for
      inclusion in Asset Pool One shall be transferred to the Trust and designated
      for
      inclusion in Asset Pool One, as applicable, on or before the thirtieth Business
      Day following such Determination Date (such date, in connection with the
      addition of Additional Asset Pool One Accounts or Additional Asset Pool One
      Collateral Certificates, the “Addition Date” and in connection with the increase
      of an existing Asset Pool One Collateral Certificate, the “Increase Date”);
provided, however, that in the event of a Servicer Rating Event,
      any such Addition Date or Increase Date shall be on or before the tenth Business
      Day following such Determination Date.  The failure of any Transferor
      to increase the Asset Pool One Transferor Amount or the Asset Pool One Pool
      Balance as provided in this clause (i)

     

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    solely
      as a result of the unavailability to such Transferor of a sufficient amount
      of
      Additional Asset Pool One Accounts and/or Additional Asset Pool One Collateral
      Certificates and/or the inability to increase the Invested Amount of one or
      more
      existing Asset Pool One Collateral Certificates shall not constitute a breach
      of
      this Asset Pool One Supplement or the Transfer and Servicing Agreement; provided
      that any such failure which has not been timely cured may nevertheless result
      in
      the occurrence of an Early Amortization Event.

     

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

     

    (b)  Permitted
      Additions.

     

    (i)  In
      addition to its obligation under subsection 2.4(a), the Issuing Entity may,
      but
      shall not be obligated to, subject to the conditions in paragraph (c) below,
      (x)
      designate from time to time Receivables in Additional Asset Pool One Accounts
      to
      be included as Collateral, and/or Additional Asset Pool One Collateral
      Certificates to be included as Collateral and (y) increase the Invested Amount
      of existing Asset Pool One Collateral Certificates.  Such additional
      Collateral shall be transferred to the Issuing Entity and designated for
      inclusion in Asset Pool One on the Addition Date or the Increase Date, as
      applicable.

     

    (ii)  On
      any Business Day, consideration in the form of cash will be applied or an
      increase in the Asset Pool One Transferor Amount will be effected in connection
      with any increase in the Collateral.

     

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

     

    (i)  all
      of the requirements for the addition of Accounts set forth under subsection
      2.12(c) of the Transfer and Servicing Agreement shall have been satisfied and
      all of the representations and warranties set forth under subsection 2.04(a)
      of
      the Transfer and Servicing Agreement to be made on each Addition Date shall
      be
      true and correct in all material respects on such Addition Date;

     

    (ii)   on
      or before the third Business Day prior to the Addition Date or the Increase
      Date, as applicable, with respect to additions or increases pursuant to
      subsection 2.4(a) and on or before the fifth Business Day prior to the Addition
      Date with

     

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    respect
      to additions pursuant to subsection 2.4(b) (the “Notice Date”), the Issuing
      Entity shall have delivered to the Indenture Trustee, the Collateral Agent,
      each
      Note Rating Agency and the Servicer written notice (unless such notice
      requirement is otherwise waived) that such additional Collateral will be
      designated for inclusion in Asset Pool One, or an increased Invested Amount
      of
      an existing Asset Pool One Collateral Certificate will be designated for
      inclusion in the Collateral (the latter notice requirement shall only apply
      to
      increases made pursuant to subsection 2.4(a); provided, however,
      that notice shall be delivered to the Collateral Agent in connection with any
      increase in the Invested Amount of an existing Asset Pool One Collateral
      Certificate on or prior to the relevant Increase Date) which notice shall
      specify, as applicable, (x) the approximate aggregate amount of the Principal
      Receivables to be designated for inclusion in Asset Pool One, (y) the Invested
      Amount of the Additional Asset Pool One Collateral Certificates to be designated
      for inclusion in Asset Pool One or (z) the amount by which the Invested Amount
      of an existing Asset Pool One Collateral Certificate is to be increased, as
      well
      as the applicable Addition Date or Increase Date and, in connection with the
      Additional Asset Pool One Accounts, the Addition Cut-Off Date;

     

    (iii)  as
      of the applicable Addition Cut-Off Date, each Additional Asset Pool One Account
      is an Eligible Account;

     

    (iv)  as
      of the applicable Addition Date, each Additional Asset Pool One Collateral
      Certificate is an Eligible Collateral Certificate;

     

    (v)  on
      or before the Addition Date with respect to Additional Asset Pool One Accounts
      and the Receivables arising thereunder, the Issuing Entity shall have delivered
      to the Collateral Agent and the Servicer a written assignment (including an
      acceptance by the Collateral Agent for the benefit and security of the Asset
      Pool One Noteholders and the other Secured Parties) in substantially the form
      of
      Exhibit B (the “Account Assignment”) and the Issuing Entity shall have, within
      five Business Days after the Addition Date, delivered to the Collateral Agent
      a
      true and complete list (in the form of a computer file, microfiche list, CD-ROM
      or such other form as is agreed upon between the Transferor and the Collateral
      Agent) of all Additional Asset Pool One Accounts, identified by account
      number and the aggregate amount of the Receivables in each Additional Asset
      Pool
      One 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
      Account Assignment and this Asset Pool One Supplement;

     

    (vi)  on
      or before the Addition Date with respect to Additional Asset Pool One Collateral
      Certificates, the Issuing Entity shall have delivered to the Collateral Agent
      and the Servicer a written assignment in substantially the form of Exhibit
      C
      (the “Certificate Assignment”) and each Collateral Certificate shall be
      registered in the name of and shall be delivered to the Collateral Agent in
      accordance with Section 4.14;

     

    (vii)  as
      of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event
      with respect to the Account Owner, as applicable, the applicable Transferor
      or the Issuing Entity shall have occurred nor shall the transfer to

     

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    Asset
      Pool One of the Receivables arising in the Additional Asset Pool One Accounts
      or
      of the Additional Asset Pool One Collateral Certificate, as applicable, have
      been made in contemplation of the occurrence thereof;

     

    (viii)  the
      designation for inclusion in Asset Pool One of the Receivables arising in the
      Additional Asset Pool One Accounts or of the Additional Asset Pool One
      Collateral Certificates shall not, in the reasonable belief of the Issuing
      Entity, result in an Adverse Effect;

     

    (ix)  if,
      with respect to any three-month period or with respect to any twelve-month
      period, the aggregate number of Additional Asset Pool One Accounts designated
      to
      have their Receivables added to the Trust shall exceed the applicable Aggregate
      Addition Limit, the Issuing Entity shall have received notice from each Note
      Rating Agency that the inclusion pursuant to subsection 2.4(b) of such
      Additional Asset Pool One Accounts in Asset Pool One in excess of the applicable
      Aggregate Addition Limit will not result in the reduction or withdrawal of
      its
      then existing rating of any Series, Class or Tranche of Asset Pool One Notes
      then issued and Outstanding and shall have delivered such notice to the
      Collateral Agent;

     

    (x)  if
      so notified by any Note Rating Agency on or before the second Business Day
      prior
      to the Addition Date with respect to additions of Additional Asset Pool One
      Collateral Certificates pursuant to subsection 2.4(a) or on or before the fourth
      Business Day prior to the Addition Date with respect to additions of Additional
      Asset Pool One Collateral Certificates pursuant to subsection 2.4(b) that such
      Note Rating Agency has elected to impose a Note Rating Agency Condition with
      respect to the addition of an Additional Asset Pool One Collateral Certificate,
      the Issuing Entity shall have received notice from such Note Rating Agency
      on or
      prior to the applicable Addition Date that the Note Rating Agency Condition
      shall have been satisfied with respect to such Note Rating Agency and the
      Issuing Entity shall have delivered such notice to the Collateral Agent;
      and

     

    (xi)  the
      Issuing Entity shall have delivered to the Collateral Agent an Officer’s
      Certificate, dated the Addition Date, confirming, to the extent applicable,
      the
      items set forth in clauses (iii) through (x) above.

     

    Section
      2.5  Removal
      of Accounts.

     

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

     

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    (b)  The
      Issuing Entity shall be permitted to designate Removed Asset Pool One Accounts
      and remove the related Asset Pool One Receivables from the Collateral only
      upon
      satisfaction of the following conditions:

     

    (i)  the
      removal of any Asset Pool One Receivables of any Removed Asset Pool One Accounts
      on any Removal Date shall not, in the reasonable belief of the Issuing Entity,
      cause an Adverse Effect or the Asset Pool One Transferor Amount to be less
      than
      the Asset Pool One Required Transferor Amount or the Asset Pool One Pool Balance
      to be less than the Asset Pool One Minimum Pool Balance for the Monthly Period
      in which such removal occurs;

     

    (ii)  on
      or prior to the Removal Date, the Issuing Entity shall have delivered to the
      Collateral Agent for execution a written assignment in substantially the form
      of
      Exhibit D (the “Reassignment”) and, within five Business Days after the Removal
      Date, the Issuing Entity shall have delivered to the Collateral Agent a true
      and
      complete list (in the form of a computer file, microfiche list, CD-ROM or such
      other form as is agreed upon between the Transferor and the Collateral
      Agent) of all Removed Asset Pool One Accounts, identified by account number
      and the aggregate amount of the Asset Pool One Receivables in each Removed
      Asset
      Pool One Account as of the Removal Cut-Off Date, which list shall, as of the
      Removal Date, modify and amend and be incorporated into and made a part of
      this
      Asset Pool One Supplement;

     

    (iii)  the
      Servicer shall represent and warrant that (x) a random selection procedure
      was
      used by the Servicer in selecting the Removed Asset Pool One Accounts and only
      one such removal of randomly selected Asset Pool One Accounts shall occur in
      the
      then current Monthly Period, (y) the Removed Asset Pool One Accounts arose
      pursuant to an affinity, private-label, agent-bank, co-branding or other
      arrangement with a third party that has been cancelled by such third party
      or
      has expired without renewal and which by its terms permits the third party
      to
      repurchase the Removed Asset Pool One Accounts subject to such arrangement,
      upon
      such cancellation or non-renewal and the third party has exercised such
      repurchase right or (z) the Removed Asset Pool One Accounts were selected using
      another method that will not preclude transfers from being accounted for as
      sales under generally accepted accounting principles or prevent the Issuing
      Entity from continuing to qualify as a qualifying special purpose entity in
      accordance with SFAS 140 (or any relevant replacement statement);

     

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

     

    (v)  (A)
      the Issuing Entity shall have delivered to the Collateral Agent an Officer’s
      Certificate confirming the items set forth in clauses (i) and (ii) above and
      (B)
      the Servicer shall have delivered to the Collateral Agent an Officer’s
      Certificate confirming the items set forth in clauses (iii) and (iv)
      above.  The Indenture Trustee and the Collateral Agent 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.

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    Upon
      satisfaction of the above conditions, the Collateral Agent shall execute and
      deliver the Reassignment to the Issuing Entity, and the Asset Pool One
      Receivables from the Removed Asset Pool One Accounts shall no longer constitute
      a part of the Collateral.  Thereafter, such Accounts shall be removed
      from the Trust pursuant to Section 2.13 of the Transfer and Servicing
      Agreement.

     

    Section
      2.6  Account
      Allocations.   In the event that the Issuing Entity is unable
      for any reason to designate Asset Pool One Receivables for inclusion in Asset
      Pool One in accordance with the provisions of this Asset Pool One Supplement
      (including by reason of a Transfer Restriction Event), then, in any such event,
      (a) the Issuing Entity and the Servicer agree (except as prohibited by any
      such
      order) to allocate and pay to Asset Pool One, after the date of such inability,
      all Collections, including Collections of Principal Receivables and Finance
      Charge Receivables designated for inclusion in Asset Pool One prior to the
      occurrence of such event, and all amounts which would have constituted
      Collections with respect to Principal Receivables and Finance Charge Receivables
      but for the Issuing Entity’s inability to designate such Asset Pool One
      Receivables (up to the lesser of the amount of such insufficiency or an
      aggregate amount equal to the amount of Principal Receivables and Finance Charge
      Receivables in Asset Pool One on such date transferred to Asset Pool One by
      the
      Issuing Entity), (b) the Issuing Entity and the Servicer agree that such amounts
      will be applied as Collections in accordance with the terms hereof and the
      terms
      of each Indenture Supplement and (c) for only so long as the allocation and
      application of all Collections and all amounts that would have constituted
      Collections are made in accordance with clauses (a) and (b) above, Principal
      Receivables and Finance Charge Receivables (and all amounts which would have
      constituted Principal Receivables and Finance Charge Receivables but for the
      Issuing Entity’s inability to designate Asset Pool One Receivables for inclusion
      in Asset Pool One) which are charged off as uncollectible in accordance with
      this Asset Pool One Supplement shall continue to be allocated in accordance
      with
      the terms hereof and each Indenture Supplement and all amounts that would have
      constituted Principal Receivables but for the Issuing Entity’s inability to
      designate Asset Pool One Receivables for inclusion in Asset Pool One shall
      be
      deemed to be Principal Receivables for the purpose of calculating the applicable
      Noteholder Percentage with respect to Principal Receivables with respect to
      any
      Series, Class or Tranche secured by the Asset Pool One
      Receivables.  For the purpose of the immediately preceding sentence,
      the Issuing Entity and the Servicer shall treat the first received Collections
      with respect to the Asset Pool One Accounts as allocable to Asset Pool One
      until
      Asset Pool One shall have been allocated and paid Collections in an amount
      equal
      to the aggregate amount of Principal Receivables in Asset Pool One as of the
      date of the occurrence of such event.  If the Issuing Entity and the
      Servicer are unable pursuant to any Requirements of Law to allocate Collections
      as described above, the Issuing Entity and the Servicer agree that, after the
      occurrence of such event, payments on each Asset Pool One Account with respect
      to the principal balance of such Asset Pool One Account shall be allocated
      first
      to the oldest principal balance of such Asset Pool One Account and shall have
      such payments applied as Collections in accordance with the terms hereof and
      each Indenture Supplement.  The parties hereto agree that Asset Pool
      One Finance Charge Receivables, whenever created, accrued in respect of
      Principal Receivables which have been conveyed to Asset Pool One, or that would
      have been conveyed to Asset Pool One but for the above described inability
      to
      designate such Asset Pool One Receivables, shall continue to be a part of Asset
      Pool One notwithstanding any cessation of the transfer of additional Principal
      Receivables

     

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    to
      Asset Pool One and Collections with respect thereto shall continue to be
      allocated and paid in accordance with the terms hereof and each Indenture
      Supplement.

     

    Section
      2.7  Discount
      Receivables.

     

    (a)  In
      the event the Transferor, pursuant to the Transfer and Servicing Agreement,
      opts
      to designate at any time and from time to time the Yield Factor of all or any
      specified portion of Gross Principal Receivables outstanding in Asset Pool
      One
      on any date of determination and subsequently created to be treated as Discount
      Receivables and included in Finance Charge Receivables, such designation shall
      be applicable under this Asset Pool One Supplement and each Indenture
      Supplement.  Subject to the conditions specified in the Transfer and
      Servicing Agreement, the Yield Factor may, without notice to or the consent
      of
      any Noteholder in Asset Pool One, from time to time, be increased, reduced
      or
      eliminated on or after such Discount Option Date; provided, however, that on
      each Discount Option Date after a change in Yield Factor, the Transferor shall
      apply the new Yield Factor to all or the portion of the Gross Principal
      Receivables outstanding in Asset Pool One which are to be treated as Discount
      Receivables.

     

    (b)  After
      the Discount Option Date, Discount Receivables Collections with respect to
      Asset
      Pool One Receivables shall be treated as Asset Pool One Finance Charge
      Collections.

     

    Section
      2.8  Recording,
      Etc.

     

    (a)  The
      Issuing Entity intends the Security Interest granted pursuant to this Asset
      Pool
      One Supplement in favor of the Collateral Agent to be prior to all other liens
      in respect of the Collateral.  Subject to Section 2.9, the Issuing
      Entity will take all actions necessary to obtain and maintain a perfected lien
      on and security interest in the Collateral in favor of the Collateral
      Agent.  The Issuing Entity will from time to time execute, authorize
      and deliver all such supplements and amendments hereto and all such financing
      statements, continuation statements, instruments of further assurance and other
      instruments, all as prepared by the Issuing Entity, and will take such other
      action necessary or advisable to:

     

    (i)  grant
      a Security Interest more effectively in all or any portion of the
      Collateral;

     

    (ii)  maintain
      or preserve the Security Interest (and the priority thereof) created by this
      Asset Pool One Supplement or carry out more effectively the purposes
      hereof;

     

    (iii)  perfect,
      publish notice of or protect the validity of any grant made or to be made by
      this Asset Pool One Supplement;

     

    (iv)  enforce
      each Asset Pool One Collateral Certificate, the Asset Pool One Receivables,
      any
      Derivative Agreements, any Supplemental Credit Enhancement Agreements and any
      Supplemental Liquidity Agreements and each other instrument or agreement
      designated for inclusion in the Collateral;

     

    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    (v)  preserve
      and defend title to the Collateral and the rights of the Collateral Agent in
      the
      Collateral against the claims of all persons and parties; or

     

    (vi)  pay
      all taxes or assessments levied or assessed upon the Collateral when
      due.

     

    (b)  The
      Issuing Entity will from time to time promptly pay and discharge all financing
      and continuation statement recording and/or filing fees, charges and taxes
      relating to this Asset Pool One Supplement, any amendments hereto and any other
      instruments of further assurance.  The Issuing Entity hereby
      designates the Servicer its agent and attorney-in-fact to authorize upon the
      Issuing Entity’s failure to do so, any financing statement, continuation
      statement or other instrument required by the Collateral Agent pursuant to
      this
      Section.

     

    (c)  Without
      limiting the generality of clause (a)(ii) or (a)(iii):

     

    (i)  The
      Issuing Entity will cause this Asset Pool One Supplement, all amendments and
      supplements hereto and/or all financing statements and continuation statements
      and any other necessary documents covering the Collateral Agent’s right, title
      and interest in and to the Collateral 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 Collateral Agent in and to all
      property comprising the Collateral.  The Issuing Entity will deliver
      to the Collateral Agent 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.

     

    (ii)  Within
      30 days after the Issuing Entity makes any change in its name, identity or
      corporate structure which would make any financing statement or continuation
      statement filed in accordance with paragraph (d) below seriously misleading
      within the meaning of Section 9-506 (or any comparable provision) of the UCC,
      the Issuing Entity will give the Collateral Agent notice of any such change
      and
      will file such financing statements or amendments as may be necessary to
      continue the perfection of the Collateral Agent’s interest in the
      Collateral.

     

    (d)  The
      Issuing Entity will give the Collateral Agent prompt notice of any relocation
      of
      its state of location, and any change in the jurisdiction of its organization,
      and whether, as a result of such relocation or change, the applicable provision
      of the UCC would require the filing of any amendment of any previously filed
      financing or continuation statement or of any new financing statement and will
      file such financing statements or amendments as may be necessary to perfect
      or
      to continue the perfection of the Collateral Agent’s security interest in the
      Collateral.  The Issuing Entity will at all times maintain its chief
      executive office within the United States.

     

    (e)  The
      duty of the Collateral Agent to execute or authorize any instrument required
      pursuant to this Section will arise only if the Collateral Agent has actual
      knowledge of the type described in subsection 6.01(c) of the Indenture of any
      default of the Issuing Entity in complying with the provisions of this
      Section.

     

    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.9  Trust
      Indenture Act Requirements.  The release of any Collateral from
      the lien created by this Asset Pool One Supplement or the release, in whole
      or
      in part, of the liens on all Collateral, will not be deemed to impair the
      Security Interest in contravention of the provisions hereof if and to the extent
      the Collateral or liens are released pursuant to the terms
      hereof.  The Collateral Agent and the Indenture Trustee, each in its
      individual capacity, and each of the Asset Pool One Noteholders are hereby
      deemed to acknowledge that a release of Collateral securing an Asset Pool or
      liens strictly in accordance with the terms hereof will not be deemed for any
      purpose to be an impairment of the remaining Security Interests in contravention
      of the terms of this Asset Pool One Supplement.  To the extent
      applicable, the Issuing Entity will cause Section 314(d) of the Trust Indenture
      Act relating to the release of property or securities from the liens hereof
      to
      be complied with.  Any certificate or opinion required by Section
      314(d) of the Trust Indenture Act may be made by an officer of the Issuing
      Entity, except in cases in which Section 314(d) of the Trust Indenture Act
      requires that such certificate or opinion be made by an independent
      person.

     

    Section
      2.10  Suits
      To Protect the Collateral.  Subject to the provisions of this
      Asset Pool One Supplement, the Collateral Agent will have power to institute
      and
      to maintain such suits and proceedings as it may deem expedient to prevent
      any
      impairment of the Collateral by any acts which may be unlawful or in violation
      of this Asset Pool One Supplement, and such suits and proceedings as the
      Collateral Agent may deem expedient to preserve or protect the interests of
      the
      Asset Pool One Noteholders and the interests of the Indenture Trustee and the
      Collateral Agent, each in its individual capacity, in the Collateral (including
      power to institute and maintain suits or proceedings to restrain the enforcement
      of or compliance with any legislative or other governmental enactment, rule
      or
      order that may be unconstitutional or otherwise invalid if the enforcement
      of,
      or compliance with, such enactment, rule or order would impair the Security
      Interest or be prejudicial to the interests of the Asset Pool One Noteholders,
      the Indenture Trustee or the Collateral Agent).  No counterparties to
      a Derivative Agreement, Supplemental Credit Enhancement Agreement or
      Supplemental Liquidity Agreement may direct the Collateral Agent to enforce
      the
      Security Interest.  Each Derivative Counterparty’s, Supplemental
      Credit Enhancement Provider’s and Supplemental Liquidity Provider’s rights
      consist solely of the right to receive Collections allocated for such party’s
      benefit pursuant to the related Indenture Supplement.

     

    Section
      2.11  Purchaser
      Protected.  In no event will any purchaser in good faith of any
      property purported to be released hereunder be bound to ascertain the authority
      of the Collateral Agent to execute the release or to inquire as to the
      satisfaction of any conditions required by the provisions hereof for the
      exercise of such authority or to see to the application of any consideration
      given by such purchaser or other transferee; nor will any purchaser or other
      transferee of any property or rights permitted by this Article to be sold be
      under any obligation to ascertain or inquire into the authority of the Issuing
      Entity or any other obligor, as applicable, to make any such sale or other
      transfer.

     

    Section
      2.12  Powers
      Exercisable by Receiver or Collateral Agent.  In case the
      Collateral shall be in the possession of a receiver or trustee, lawfully
      appointed, the powers conferred in this Article II upon the Issuing Entity
      or
      any other obligor, as applicable, with respect to the release, sale or other
      disposition of such property may be exercised by such receiver or trustee,
      and
      an instrument signed by such receiver or trustee shall be deemed
      the

     

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    equivalent
      of any similar instrument of the Issuing Entity or any other obligor, as
      applicable, or of any officer or officers thereof required by the provisions
      of
      this Article II.

     

    Section
      2.13  Determinations
      Relating to Collateral.  In the event (i) the Collateral Agent or
      the Indenture Trustee shall receive any written request from the Issuing Entity
      or any other obligor for consent or approval with respect to any matter or
      thing
      relating to any Collateral or the Issuing Entity’s or any other obligor’s
      obligations with respect thereto or (ii) there shall be due to or from the
      Collateral Agent or the Indenture Trustee under the provisions hereof any
      performance or the delivery of any instrument or (iii) the Collateral Agent
      or
      the Indenture Trustee shall become aware of any nonperformance by the Issuing
      Entity or any other obligor of any covenant or any breach of any representation
      or warranty of the Issuing Entity or any other obligor set forth in this Asset
      Pool One Supplement, then, in each such event, the Collateral Agent or the
      Indenture Trustee, as applicable, shall be entitled to hire experts,
      consultants, agents and attorneys to advise the Collateral Agent or the
      Indenture Trustee, as applicable, on the manner in which the Collateral Agent
      or
      the Indenture Trustee, as applicable, should respond to such request or render
      any requested performance or response to such nonperformance or breach (the
      expenses of which will be reimbursed to the Collateral Agent or the Indenture
      Trustee, as applicable, pursuant to Section 4.6).  Each of the
      Collateral Agent and the Indenture Trustee will be fully protected in the taking
      of any action recommended or approved by any such expert, consultant, agent
      or
      attorney or agreed to by Holders of more than 662⁄3% of the Outstanding Dollar
      Principal Amount of the Outstanding Asset Pool One Notes.

     

    Section
      2.14  Release
      of all Collateral.

     

    (a)  Subject
      to the payment of its fees and expenses pursuant to Section 4.6, the Collateral
      Agent shall, at the request of the Issuing Entity or when otherwise required
      by
      the provisions of this Asset Pool One Supplement, execute instruments to release
      property from the lien of this Asset Pool One Supplement, or convey the
      Collateral Agent’s interest (which is held by the Collateral Agent for the
      benefit of the Asset Pool One Noteholders) in the same, in a manner and under
      circumstances which are not inconsistent with the provisions of this Asset
      Pool
      One Supplement.  No party relying upon an instrument executed by the
      Collateral Agent as provided in this Article II will be bound to ascertain
      the
      Collateral Agent’s authority, inquire into the satisfaction of any conditions
      precedent or see to the application of any funds.

     

    (b)  Upon
      delivery of an Officer’s Certificate certifying that the Issuing Entity’s
      obligations under the Indenture and this Asset Pool One Supplement have been
      satisfied and discharged by complying with the provisions of this Article II,
      the Collateral Agent shall (i) execute and deliver such releases, termination
      statements and other instruments (in recordable form, where appropriate) as
      the
      Issuing Entity or any other obligor, as applicable, may reasonably request
      evidencing the termination of the Security Interest created by this Asset Pool
      One Supplement and (ii) not be deemed to hold the Security Interest for the
      benefit of itself, the Indenture Trustee, the Asset Pool One Noteholders, any
      applicable Derivative Counterparty, any applicable Supplemental Credit
      Enhancement Provider or any applicable Supplemental Liquidity
      Provider.

     

    (c)  The
      Transferor and the Asset Pool One Noteholders shall be entitled to receive
      at
      least 10 days written notice when the Collateral Agent proposes to take
      any

     

    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    action
      pursuant to clause (a), accompanied by copies of any instruments involved,
      and
      the Collateral Agent shall also be entitled to require, as a condition to such
      action, an Opinion of Counsel, stating the legal effect of any such action,
      outlining the steps required to complete the same, and concluding that all
      conditions precedent to the taking of such action have been complied
      with.  Counsel rendering any such opinion may rely, without
      independent investigation, on the accuracy and validity of any certificate
      or
      other instrument delivered to the Collateral Agent in connection with any such
      action.

     

    Section
      2.15  Certain
      Actions by Collateral Agent.  Any action taken by the Collateral
      Agent pursuant to this Article  in respect of the release of any or
      all of the Collateral will be taken by the Collateral Agent as its interest
      in
      such Collateral may appear, and no provision of this Article II is intended
      to,
      or will, excuse compliance with any provision hereof.

     

    Section
      2.16  Opinions
      as to Collateral.

     

    (a)  On
      the Effective Date, the Issuing Entity shall furnish to the Collateral Agent
      an
      Opinion of Counsel either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording and filing of this Asset
      Pool One Supplement, any amendments, supplements or modifications hereto and
      any
      other requisite documents and with respect to the execution and filing of any
      financing statements and continuation statements, as are necessary to perfect
      and maintain the perfection of the Security Interest granted by this Asset
      Pool
      One Supplement in favor of the Collateral Agent and reciting the details of
      such
      action, or stating that, in the opinion of such counsel, no such action is
      necessary to make such lien and security interest perfected.

     

    (b)  On
      or before April 30 in each calendar year, the Issuing Entity shall furnish
      to
      the Collateral Agent an Opinion of Counsel with respect to each UCC financing
      statement which has been filed by the Issuing Entity either stating that, (i)
      in
      the opinion of such counsel, such action has been taken with respect to the
      recording, filing, re-recording and refiling of this Asset Pool One Supplement,
      any amendments, supplements or modifications hereto and any other requisite
      documents and with respect to the execution and filing of any financing
      statements and continuation statements as is necessary to maintain the first
      priority lien and Security Interest created by this Asset Pool One Supplement
      and reciting the details of such action or (ii) in the opinion of such counsel
      no such action is necessary to maintain such lien and Security
      Interest.  Such Opinion of Counsel will also describe the recording,
      filing, re-recording and refiling of this Asset Pool One Supplement, any
      amendments, supplements or modifications hereto and any other requisite
      documents and the execution and filing of any financing statements and
      continuation statements that will, in the opinion of such counsel, be required
      to maintain the lien and Security Interest of this Asset Pool One Supplement
      until April 30 in the following calendar year.

     

    Section
      2.17  Delegation
      of Duties.  Until this appointment is rescinded by the
      Issuing Entity, the Issuing Entity hereby appoints Chase USA to assist it in
      its
      performance of its duties under this Asset Pool One Supplement.  In
      addition, the Issuing Entity may contract with or appoint other Persons
      (including Chase USA and its Affiliates) to assist it in performing its
      duties under this Asset Pool One Supplement.  Any performance of
      duties by a Person who is

     

    


    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


     identified
      to the Collateral Agent and the Indenture Trustee in an Officer’s Certificate
      will be deemed to be action taken by the Issuing Entity.

     

    Section
      2.18  Issuing
      Entity’s Representations and Warranties. As of each Issuance Date,
      the Issuing Entity shall make the following representations and warranties
      to
      the Collateral Agent.  Such representations and warranties shall
      survive until the termination of this Asset Pool One Supplement.  Such
      representations and warranties shall not be waived by any of the parties to
      this
      Asset Pool One Supplement unless the Note Rating Agency Condition shall have
      been satisfied with respect to such waiver.

     

    (a)  At
      the time of the granting of the security interest in the Collateral, the Issuing
      Entity owned and had good marketable title to the Collateral free and clear
      of
      any Lien (other than any Lien for municipal or other local taxes if such taxes
      were not then due and payable or if the Issuing Entity was then contesting
      the
      validity thereof in good faith by appropriate proceedings and had set aside
      on
      its books and records adequate reserves with respect thereto), claim or
      encumbrance of any Person.

     

    (b)  This
      Asset Pool One Supplement creates a valid and continuing security interest
      (as
      defined in the applicable UCC) in the Collateral in favor of the Collateral
      Agent, which security interest is prior to all other Liens, and is enforceable
      as such against creditors of and purchasers from the Issuing
      Entity.

     

    (c)  The
      Issuing Entity has caused or will have caused within ten days of the granting
      of
      the security interest in any portion of the Collateral, the filing of all
      appropriate financing statements in the proper filing office in the appropriate
      jurisdictions under applicable law in order to perfect the security interest
      in
      the Collateral granted to the Collateral Agent hereunder.

     

    (d)  Other
      than the security interest granted to the Collateral Agent pursuant to this
      Asset Pool One Supplement or any other security interest that has been
      terminated, the Issuing Entity has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed the Collateral; the Issuing Entity
      has not authorized the filing of and is not aware of any financing statements
      against itself that include a description of collateral covering the Collateral
      other than any financing statement relating to the security interest granted
      to
      the Collateral Agent hereunder or that has been terminated; and the Issuing
      Entity is not aware of any judgment or tax lien filings against
      itself.

     

    (e)  Each
      Asset Pool One Collateral Certificate constitutes a “certificated security”
within the meaning of the applicable UCC; the Issuing Entity has in its
      possession all original copies of the certificates that constitute such Asset
      Pool One Collateral Certificate; none of the certificates that constitute or
      evidence such Asset Pool One Collateral Certificate have any marks or notations
      indicating that it has been pledged, assigned or otherwise conveyed to any
      Person other than the Collateral Agent; and all financing statements filed
      or to
      be filed against the Issuing Entity in favor of the Collateral Agent in
      connection herewith describing such Asset Pool One Collateral Certificate
      contain a statement to the following effect: “A purchase of or security interest
      in any collateral described in this financing statement will violate the rights
      of the Collateral Agent.”

     

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    (f)  Each
      Asset Pool One Receivable constitutes an “account” within the meaning of the
      applicable UCC.

     

    [END
      OF ARTICLE II]

    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    


     

    ARTICLE
      III 

     

    COLLECTIONS,
      ALLOCATIONS, DEPOSITS AND PAYMENTS

     

    Section
      3.1  Collections
      and Allocations.  The Servicer pursuant to the terms of the
      Transfer and Servicing Agreement (or, if the authority of the Servicer has
      been
      revoked pursuant to Section 10.01 of the Transfer and Servicing Agreement,
      the
      Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor
      Servicer) shall instruct the Collateral Agent to apply all funds on deposit
      in
      the Collection Account as described in this Article III and in any Indenture
      Supplement for any Series.  Except as otherwise provided below, the
      Servicer pursuant to the terms of Transfer and Servicing Agreement shall deposit
      Collections with respect to the Asset Pool One Receivables into the Collection
      Account for Asset Pool One as promptly as possible after the Date of Processing
      of such Collections, but in no event later than the second Business Day
      following the Date of Processing and shall deposit Collections received with
      respect to the Asset Pool One Collateral Certificates with respect to any
      Monthly Period into the Collection Account for Asset Pool One no later than
      the
      First Note Transfer Date in the next succeeding Monthly Period.

     

    Subject
      to the express terms of any Indenture Supplement, but notwithstanding anything
      else in this Asset Pool One Supplement, the Indenture or the Transfer and
      Servicing Agreement to the contrary, for as long as Chase USA remains the
      Servicer under the Transfer and Servicing Agreement and (i) no Servicer Rating
      Event shall have occurred and be continuing or (ii) Chase USA obtains a
      guarantee or letter of credit covering risk of collection with respect to its
      deposit and payment obligations under the Transfer and Servicing Agreement
      (in
      form and substance satisfactory to each Note Rating Agency) from a guarantor
      having a short-term credit rating of at least “A-1” from Standard & Poor’s
      or “P-1” from Moody’s or “F1” from Fitch (or such other rating below “A-1” or
“P-1” or, to the extent rated by Fitch, “F1,” as the case may be, which is
      acceptable to such Note Rating Agency), or (iii) the Note Rating Agency
      Condition will have been satisfied despite the Servicer’s inability to satisfy
      the rating requirement specified in clause (i) or (ii) above, or (iv) for 5
      Business Days following any reduction of any such rating or failure to satisfy
      the conditions specified in clause (i) or (ii) above, the Servicer need not
      make
      the daily deposits of Collections into the Collection Account as provided in
      the
      preceding paragraph, but may make deposits in an amount equal to the net amount
      of such deposits and payments which would have been made with respect to Asset
      Pool One Notes to receive payments on the related Payment Date had the
      conditions of this sentence not applied, into the Collection Account in
      immediately available funds not later than 1:00 p.m., New York City time, on
      each applicable Note Transfer Date following the Monthly Period with respect
      to
      which such deposit relates.  To the extent that, in accordance with
      this Section 3.1, the Servicer has retained amounts which would otherwise be
      required to be deposited into the Collection Account or any Supplemental Bank
      Account with respect to any Monthly Period, the Servicer shall be required
      to
      deposit such amounts in the Collection Account or such Supplemental Bank Account
      on the applicable Note Transfer Date to the extent necessary to make required
      distributions on the related Payment Date.   Notwithstanding
      anything in this Asset Pool One Supplement to the contrary, unless otherwise
      specified in the Indenture or any Indenture Supplement, the Servicer need not
      deposit any amount allocated to be paid to any Transferor pursuant to the
      Indenture, this

     

    


    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

    


    Asset
      Pool One Supplement or any applicable Indenture Supplement into the Collection
      Account or any Supplemental Bank Account, but shall pay such amounts as
      collected to the applicable Transferor.

     

    Section
      3.2  Allocations
      of Finance Charge Collections and Default Amounts.

     

    (a)  With
      respect to each Monthly Period, the Collateral Agent, at the direction of the
      Servicer, shall allocate to each Series of Asset Pool One Notes an amount equal
      to the product of (i) the Noteholder Percentage for Asset Pool One Finance
      Charge Collections for such Monthly Period for such Series and (ii) the sum
      of
      the Asset Pool One Finance Charge Collections for such Monthly Period and the
      investment earnings for such Monthly Period on amounts on deposit in the
      Collection Account and the Excess Funding Account established for the benefit
      of
      all Asset Pool One Notes.

     

    (b)  With
      respect to each Monthly Period, the Collateral Agent, at the direction of the
      Servicer, shall allocate to each Series of Asset Pool One Notes an amount equal
      to the product of (i) the Noteholder Percentage for the Asset Pool One Default
      Amount for such Monthly Period for such Series and (ii) the Asset Pool One
      Default Amount for such Monthly Period.

     

    Section
      3.3  Allocations
      of Principal Collections.  With respect to each Monthly Period,
      the Collateral Agent, at the direction of the Servicer, shall allocate to each
      Series of Asset Pool One Notes an amount equal to the product of (i) the
      Noteholder Percentage for Asset Pool One Principal Collections for such Monthly
      Period for such Series and (ii) the Asset Pool One Principal Collections for
      such Monthly Period.  In addition, with respect to each Monthly
      Period, if there is a Remaining Series Available Principal Collections Shortfall
      for any Series of Asset Pool One Notes, the Collateral Agent shall allocate
      to
      each such Series of Asset Pool One Notes a portion of Asset Pool One Collateral
      Certificate Principal Shortfall Payments for such Monthly Period in an amount
      equal to the Remaining Series Available Principal Collections Shortfall for
      such
      Series in accordance with the applicable Indenture Supplement; provided,
      however, that if the aggregate amount of Asset Pool One Collateral Certificate
      Principal Shortfall Payments is less than the aggregate Remaining Series
      Available Principal Collections Shortfall for all Series, then Asset Pool One
      Collateral Certificate Principal Shortfall Payments allocable to each Series
      shall equal the product of (A) the Asset Pool One Collateral Certificate
      Principal Shortfall Payments for such Monthly Period and (B) a fraction, the
      numerator of which is the Remaining Series Available Principal Collections
      Shortfall for such Series and the denominator of which is the aggregate
      Remaining Series Available Principal Collections Shortfall for all Series of
      Asset Pool One Notes for such Monthly Period.

     

    Section
      3.4  Allocations
      of the Asset Pool One Servicing Fee.

     

    (a)  As
      compensation for its servicing activities hereunder and as reimbursement for
      any
      expense incurred by it in connection therewith, the Servicer shall be entitled
      to receive a servicing fee (the “Asset Pool One Servicing Fee”).  For
      each Monthly Period, the Asset Pool One Servicing Fee shall equal the sum of
      (i)
      the servicing fee amount for

     

    


    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

    


    each
      Asset Pool One Collateral Certificate, as specified in the related Series
      Supplement, and (ii) the Asset Pool One Receivables Servicing Fee.

     

    (b)  With
      respect to each Monthly Period, the Collateral Agent, at the direction of the
      Servicer, shall allocate to each Series of Asset Pool One Notes an amount equal
      to the product of (i) the Asset Pool One Servicing Fee for such Monthly Period
      and (ii) the Noteholder Percentage for the Asset Pool One Servicing Fee for
      such
      Monthly Period for such Series of Asset Pool One Notes.

     

    Section
      3.5  Allocations
      of Amounts to the Excess Funding Account and Allocations of Amounts on Deposit
      in the Excess Funding Account.  With respect to each Monthly
      Period, if (i) the Asset Pool One Transferor Amount is, or as a result of a
      payment on the related First Note Transfer Date would become, less than the
      Asset Pool One Required Transferor Amount or (ii) the Asset Pool One Pool
      Balance is, or as a result of a payment on the related First Note Transfer
      Date
      would become, less than the Asset Pool One Minimum Pool Balance, the Collateral
      Agent shall allocate or deposit pursuant to subsection 3.8(d) of this Asset
      Pool
      One Supplement to the Excess Funding Account an amount equal to the greater
      of
      the amount by which the Asset Pool One Transferor Amount would be less than
      the
      Asset Pool One Required Transferor Amount and the amount by which the Asset
      Pool
      One Pool Balance would be less than the Asset Pool One Minimum Pool Balance,
      each determined with respect to the related Monthly Period.

     

    Amounts
      on deposit in the Excess Funding Account shall be treated as Shared Excess
      Available Principal Collections and, to the extent required, allocated to each
      Series of Asset Pool One Notes in accordance with the applicable Indenture
      Supplement.  Any remaining amounts on deposit in the Excess Funding
      Account in excess of the amount required to be treated as Shared Excess
      Available Principal Collections for a Monthly Period shall be released to the
      holders of the Transferor Interest in Asset Pool One in accordance with the
      related Indenture Supplement to the extent that after such release (A) the
      Asset
      Pool One Transferor Amount is equal to or greater than the Asset Pool One
      Required Transferor Amount and (B) the Asset Pool One Pool Balance is equal
      to
      or greater than the Asset Pool One Minimum Pool Balance.

     

    Section
      3.6  Final
      Payment.  Each Series, Class or Tranche of Asset Pool One Notes,
      as applicable, will be considered to be paid in full in the manner set forth
      in
      the applicable Indenture Supplement.  A Series, Class or Tranche of
      Asset Pool One Notes will be considered paid in full and the Holders of such
      Series, Class or Tranche of Asset Pool One Notes, as applicable, will have
      no
      further right or claim, and the Issuing Entity will have no further obligation
      or liability for principal or interest with respect to such Series, Class or
      Tranche of Notes, as applicable, on the earliest to occur of:

     

    (a)  the
      date of the payment in full of the Outstanding Dollar Principal Amount of and
      all accrued but unpaid interest and any additional interest on that Series,
      Class or Tranche of Asset Pool One Notes, as applicable;

     

    (b)  the
      date on which the Outstanding Dollar Principal Amount of such Asset Pool One
      Notes, after giving effect to all deposits, allocations, reallocations, sales
      of

     

    


    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

    


    Collateral
      and payments to be made on such date, is reduced to zero, and all accrued but
      unpaid interest and any additional interest on such Asset Pool One Notes is
      paid
      in full;

     

    (c)  the
      Legal Maturity Date of such Asset Pool One Notes, after giving effect to all
      deposits, allocations, reimbursements, reallocations, sales of Collateral and
      payments to be made on such date; or

     

    (d)  the
      date of the payment following the date on which a sale of Collateral has taken
      place with respect to that Series, Class or Tranche of Asset Pool One Notes,
      as
      described in the Indenture.

     

    Section
      3.7  Payments
      within a Series, Class or Tranche.  All payments of principal,
      interest or other amounts to Holders of the Asset Pool One Notes of a Series,
      Class or Tranche will be made in accordance with the related Indenture
      Supplement.

     

    Section
      3.8  Allocations
      of Finance Charge Collections, Default Amounts, Servicing Fees and Principal
      Collections Allocable to the Transferor Interest.

     

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

     

    (b)  The
      Servicer shall allocate to the holders of the Transferor Interest in Asset
      Pool
      One an amount equal to the product of (i) the Asset Pool One Transferor
      Percentage for the Asset Pool One Default Amount with respect to such Monthly
      Period and (ii) the Asset Pool One Default Amount with respect to such Monthly
      Period.

     

    (c)  The
      Servicer shall allocate to the holders of the Transferor Interest in Asset
      Pool
      One an amount equal to the product of (i) Asset Pool One Transferor Percentage
      with respect to such Monthly Period and (ii) the Asset Pool One Servicing Fee
      with respect to such Monthly Period.

     

    (d)  Unless
      otherwise stated in any Indenture Supplement, the Servicer shall allocate to
      the
      holders of the Transferor Interest in Asset Pool One an amount equal to the
      product of (i) the Asset Pool One Transferor Percentage for Asset Pool One
      Principal Collections with respect to such Monthly Period and (ii) the Asset
      Pool One Principal Collections with respect to such Monthly Period;
provided, however, that amounts payable to the holders of the
      Transferor Interest pursuant to this subsection 3.8(d) shall instead be
      deposited into the Excess Funding Account to the extent that (A) the Asset
      Pool
      One Transferor Amount is, or as a result of such payment would become, less
      than
      the Asset Pool One Required Transferor Amount or (B) the Asset Pool One Pool
      Balance is, or as a result of such payment would become, less than the Asset
      Pool One Minimum Pool Balance.

     

    


    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

    


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

     

    Section
      3.10  Adjustments
      for Miscellaneous Credits and Fraudulent Charges.

     

    (a)  The
      Servicer shall be obligated to reduce on a net basis for each Monthly Period
      the
      aggregate amount of Asset Pool One Principal Receivables (a “Credit Adjustment”)
      with respect to any Asset Pool One Principal Receivable (i) which was created
      in
      respect of merchandise refused or returned by the Obligor thereunder or as
      to
      which the Obligor thereunder has asserted a counterclaim or defense, (ii) which
      is reduced by the Servicer by any rebate, refund, charge-back or adjustment
      (including Servicer errors) or (iii) which was created as a result of a
      fraudulent or counterfeit charge.

     

    In
      the event that the inclusion of the amount of a Credit Adjustment in (x) the
      calculation of the Asset Pool One Transferor Amount would cause the Asset Pool
      One Transferor Amount to be an amount less than the Asset Pool One Required
      Transferor Amount or (y) the calculation of the Asset Pool One Pool Balance
      would cause the Asset Pool One Pool Balance to be an amount less than the Asset
      Pool One Minimum Pool Balance, the applicable Transferor shall make a deposit,
      no later than (A) the First Note Transfer Date following the Monthly Period
      with
      respect to which such Credit Adjustment occurs or (B) in the event of a Servicer
      Rating Event, 10 Business Days after the inclusion of the Credit Adjustment
      that
      caused the Asset Pool One Transferor Amount to be less than the Asset Pool
      One
      Required Transferor Amount or the Asset Pool One Pool Balance to be less than
      the Asset Pool One Minimum Pool Balance, into the Excess Funding Account for
      Asset Pool One in immediately available funds in an amount equal to the greater
      of the amount by which (I) the Asset Pool One Transferor Amount would be less
      than the Asset Pool One Required Transferor Amount or (II) the Asset Pool One
      Pool Balance would be an amount less than the Asset Pool One Minimum Pool
      Balance, due to Credit Adjustments with respect to Asset Pool One Receivables
      conveyed by such Transferor (each such deposit, an “Adjustment
      Payment”).

     

    (b)  If
      (i) the Servicer makes a deposit into the Collection Account for Asset Pool
      One
      in respect of a Collection of an Asset Pool One Receivable and such Collection
      was received by the Servicer in the form of a check which is not honored for
      any
      reason or (ii) the Servicer makes a mistake with respect to the amount of any
      Collection for Asset Pool One and deposits an amount that is less than or more
      than the actual amount of such Collection, the Servicer shall appropriately
      adjust the amount subsequently deposited into the Collection Account for Asset
      Pool One to reflect such dishonored check or mistake.  Any Asset Pool
      One Receivable in respect of which a dishonored check is received shall be
      deemed not to have been

     

    


    
      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

    


    paid.  Notwithstanding
      the first two sentences of this paragraph, adjustments made pursuant to this
      Section shall not require any change in any report previously
      delivered.

    Section
      3.11  Recoveries
      and Interchange.

     

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

     

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

     

    Section
      3.12  [Reserved].

     

    Section
      3.13  Designation
      of Remaining Principal Shortfalls.  On each Determination Date,
      the Servicer shall determine with respect to the prior Monthly Period whether
      there is a Remaining Series Available Principal Collections Shortfall for any
      Series of Asset Pool One Notes after application of Shared Excess Available
      Principal Collections for the benefit of such Series of Notes for such Monthly
      Period.  The Servicer shall determine the aggregate amount of such
      Remaining Series Available Principal Collections Shortfalls for all Series
      of
      Asset Pool One Notes for such Monthly Period and shall propose, with respect
      to
      each Asset Pool One Collateral Certificate, a principal shortfall amount (the
      “Proposed Principal Shortfall Amount”) for such Monthly Period.  The
      sum of all such Proposed Principal Shortfall Amounts shall equal the aggregate
      amount of such Remaining Series Available Principal Collections Shortfalls
      for
      such Monthly Period.  In determining the Proposed Principal Shortfall
      Amount for each Asset Pool One Collateral Certificate, the Servicer agrees
      to
      determine such

     

    


    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

    


    amount
      in a manner that shall maximize the amount of payments received from Asset
      Pool
      One Collateral Certificates in respect of Proposed Principal Shortfall
      Amounts.

     

    Section
      3.14  Monthly
      Servicer’s Certificate.  Unless otherwise stated in
      the related Indenture Supplement with respect to any Series, on each
      Determination Date the Servicer shall forward to the Owner Trustee, the
      Indenture Trustee, the Collateral Agent and each Note Rating Agency, a
      certificate of a duly authorized representative of the Servicer substantially
      in
      the form of Exhibit F.  In addition, on each Distribution Date, the
      Servicer shall forward to the Owner Trustee, the Indenture Trustee, the
      Collateral Agent and each Note Rating Agency, a report containing all material
      information listed in Item 1121 of Regulation AB but not otherwise included
      in
      the Asset Pool One Monthly Servicer’s Certificate or any Monthly Noteholders’
Statement, which report shall be included in the Issuing Entity’s monthly
      distribution report on Form 10-D to be filed with the Commission.

     

    [END
      OF ARTICLE III]

     

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      IV 

     

    THE
      COLLATERAL AGENT

     

    Section
      4.1  Certain
      Duties and Responsibilities.

     

    (a)  The
      Collateral Agent undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Asset Pool One Supplement with respect to the
      Asset Pool One Notes of any Series, Class or Tranche, and no implied covenants
      or obligations will be read into this Asset Pool One Supplement against the
      Collateral Agent.

     

    (b)  The
      Collateral Agent hereby agrees that it shall hold all Collateral Certificates
      designated for inclusion in Asset Pool One in the State of New York and shall
      give written notice to the Owner Trustee, the Indenture Trustee and the Servicer
      before relocating any Collateral Certificate.

     

    (c)  In
      the absence of bad faith on its part, the Collateral Agent may, with respect
      to
      the Asset Pool One Notes of any Series, Class or Tranche, conclusively rely,
      as
      to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Collateral Agent and
      conforming to the requirements of the Indenture, this Asset Pool One Supplement
      or the related Indenture Supplement, as applicable, but in the case of any
      such
      certificates or opinions which by any provision hereof are specifically required
      to be furnished to the Collateral Agent, the Collateral Agent will be under
      a
      duty to examine the same to determine whether or not they conform to the
      requirements of this Asset Pool One Supplement but need not confirm or
      investigate the accuracy of any mathematical calculations or other facts stated
      therein.

     

    (d)  In
      case an Event of Default with respect to any Series, Class or Tranche of Asset
      Pool One Notes has occurred and is continuing, the Collateral Agent will
      exercise with respect to the Asset Pool One Notes of such Series, Class or
      Tranche such rights and powers vested in it by this Asset Pool One Supplement,
      and use the same degree of care and skill in their exercise, as a fiduciary
      would exercise or use under the circumstances in the conduct of such person’s
      own affairs.

     

    (e)  No
      provision of this Asset Pool One Supplement will be construed to relieve the
      Collateral Agent from liability for its own negligent action, its own negligent
      failure to act, or its own willful misconduct, except that:

     

    (i)  this
      subsection (e) will not be construed to limit the effect of subsection (a)
      of
      this Section;

     

    (ii)  the
      Collateral Agent will not be liable for any error of judgment made in good
      faith
      by a Collateral Agent Authorized Officer, unless it will be proved that the
      Collateral Agent was negligent in ascertaining the pertinent facts;

     

    


    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

    


    (iii)  the
      Collateral Agent will not be liable with respect to any action taken or omitted
      to be taken by it in good faith in accordance with the direction of the
      Indenture Trustee or Holders of more than 662⁄3% of the Outstanding Dollar
      Principal Amount of any Series, Class or Tranche of Asset Pool One Notes
      relating to the time, method and place of conducting any proceeding for any
      remedy available to the Collateral Agent, or exercising any trust or power
      conferred upon the Collateral Agent, under this Asset Pool One Supplement with
      respect to the Asset Pool One Notes of such Series, Class or Tranche;
      and

     

    (iv)  no
      provision of this Asset Pool One Supplement will require the Collateral Agent
      to
      expend or risk its own funds or otherwise incur any financial liability in
      the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if it will have reasonable grounds for believing that
      repayment of such funds or indemnity satisfactory to the Collateral Agent
      against such risk or liability is not reasonably assured to it.

     

    (f)  Whether
      or not therein expressly so provided, every provision of this Asset Pool One
      Supplement relating to the conduct or affecting the liability of or affording
      protection to the Collateral Agent will be subject to the provisions of this
      Section.

     

    Section
      4.2  Certain
      Rights of the Collateral Agent.  Except as otherwise
      provided in Section 4.1:

     

    (a)  the
      Collateral Agent may conclusively rely and will be protected in acting or
      refraining from acting upon any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond, debenture
      or
      other paper or document (whether in its original or facsimile form) believed
      by
      it to be genuine and to have been signed or presented by the proper party or
      parties;

     

    (b)  whenever
      in the performance of its duties under this Asset Pool One Supplement the
      Collateral Agent will deem it desirable that a matter be proved or established
      before taking, suffering or omitting any action hereunder, the Collateral Agent
      (unless other evidence be herein specifically prescribed) may, in the absence
      of
      bad faith on its part, rely upon an Officer’s Certificate;

     

    (c)  the
      Collateral Agent may consult with counsel of its own selection and the advice
      of
      such counsel or any Opinion of Counsel will be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

     

    (d)  the
      Collateral Agent will be under no obligation to exercise any of the rights
      or
      powers vested in it by this Asset Pool One Supplement at the request or
      direction of the Indenture Trustee or any of the Asset Pool One Noteholders
      pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or
      such
      Asset Pool One Noteholders shall have offered to the Collateral Agent security
      or indemnity reasonably satisfactory to it against the costs, expenses and
      liabilities which might be incurred by it in compliance with such request or
      direction;

     

    


    
      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

    


    (e)  the
      Collateral Agent will not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond, debenture or other
      paper or document, but the Collateral Agent, in its discretion, may make such
      further inquiry or investigation into such facts or matters as it may see fit,
      and, if the Collateral Agent will determine to make such further inquiry or
      investigation, it will be entitled to examine the books, records and premises
      of
      the Issuing Entity, personally or by agent or attorney;

     

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

     

    (g)  the
      Collateral Agent will not be responsible for filing any financing statements
      or
      continuation statements in connection with the Collateral, but will cooperate
      with the Issuing Entity in connection with the filing of such financing
      statements or continuation statements.

     

    Section
      4.3  Not
      Responsible for Recitals or Issuance of Notes.  The recitals
      contained herein and in the Asset Pool One Notes, except the certificates of
      authentication, will be taken as the statements of the Issuing Entity, and
      the
      Collateral Agent assumes no responsibility for their correctness.  The
      Collateral Agent makes no representations as to the validity or sufficiency
      of
      this Asset Pool One Supplement or of the Asset Pool One Notes.  The
      Collateral Agent will not be accountable for the use or application by the
      Issuing Entity of Asset Pool One Notes or the proceeds thereof.

     

    Section
      4.4  May
      Hold Notes.  The Collateral Agent, in its individual or any other
      capacity, may become the owner or pledgee of Asset Pool One Notes and, subject
      to Sections 4.7, 4.8 and 4.12, may otherwise deal with the Issuing Entity with
      the same rights it would have if it were not Collateral Agent.

     

    Section
      4.5  Money
      Held in Trust.  Money held by the Collateral Agent in trust
      hereunder need not be segregated from other funds except to the extent required
      by law.  The Collateral Agent will be under no liability for interest
      on any money received by it hereunder except as otherwise agreed with the
      Issuing Entity.

     

    Section
      4.6  Compensation
      and Reimbursement; Limit on Compensation, Reimbursement and
      Indemnity.

     

    (a)  The
      Issuing Entity agrees:

     

    (i)  to
      pay to the Collateral Agent from time to time reasonable compensation for all
      services rendered by it hereunder (which compensation will not be limited by
      any
      provision of law in regard to the compensation of a trustee of an express
      trust);

     

    (ii)  except
      as otherwise expressly provided herein, to reimburse the Collateral Agent upon
      its request for all reasonable expenses, disbursements and

     

    


    
      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    


    advances
      incurred or made by the Collateral Agent in accordance with any provision of
      this Asset Pool One Supplement (including the reasonable compensation and the
      reasonable expenses and disbursements of its agents and counsel), except any
      such expense, disbursement or advance as may be attributable to its negligence
      or bad faith; and

     

    (iii)  to
      indemnify the Collateral Agent for, and to hold it harmless against, any and
      all
      loss, liability or expense incurred without negligence or bad faith on its
      part,
      arising out of or in connection with the acceptance or administration of this
      trust, including the costs and expenses of defending itself against any claim
      or
      liability (whether asserted by the Issuing Entity, the Servicer, any Holder
      or
      any other Person) in connection with the exercise or performance of any of its
      powers or duties hereunder.

     

    The
      Collateral Agent will have no recourse to (x) any asset of the Issuing Entity
      other than funds available pursuant to the Indenture, the relevant Indenture
      Supplement, or this Asset Pool One Supplement and any such recourse shall be
      subordinate to the payment obligations on the Asset Pool One Notes, or (y)
      any
      Person other than the Transferor, the Servicer or the Issuing
      Entity.

     

    (b)  This
      Section will survive the termination of this Asset Pool One Supplement and
      the
      resignation or replacement of the Collateral Agent under Section
      4.9.

     

    Section
      4.7  Disqualification;
      Conflicting Interests.  If the Collateral Agent has or will
      acquire a conflicting interest within the meaning of the Trust Indenture Act,
      the Collateral Agent will, if so required by the Trust Indenture Act, either
      eliminate such interest or resign, to the extent and in the manner provided
      by,
      and subject to the provisions of, the Trust Indenture Act and this Asset Pool
      One Supplement.  Nothing herein will prevent the Collateral Agent from
      filing with the Commission the application referred to in the second to last
      paragraph of Section 310(b) of the Trust Indenture Act.

     

    Section
      4.8  Corporate
      Collateral Agent Required; Eligibility.  There will at all times
      be a Collateral Agent hereunder with respect to each Series, Class or Tranche
      of
      Asset Pool One Notes which will be either a bank or a corporation organized
      and
      doing business under the laws of the United States of America or of any state,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000, subject to supervision or
      examination by federal or state authority, and having a rating of at least
      “BBB-” by Standard & Poor’s.  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 purposes
      of
      this Section, the combined capital and surplus of such corporation will be
      deemed to be its combined capital and surplus as set forth in its most recent
      report of condition so published.  The Issuing Entity may not, nor may
      any Person directly or indirectly controlling, controlled by, or under common
      control with the Issuing Entity, serve as Collateral Agent.  If at any
      time the Collateral Agent with respect to any Series, Class or Tranche of Asset
      Pool One Notes will cease to be eligible in accordance with the provisions
      of
      this Section, it will resign immediately in the manner and with the effect
      hereinafter specified in this Article.

     

    


    
      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

    


    Section
      4.9  Resignation
      and Removal; Appointment of Successor.

     

    (a)  No
      resignation or removal of the Collateral Agent and no appointment of a successor
      Collateral Agent pursuant to this Article shall become effective until the
      acceptance of appointment by the successor Collateral Agent under Section
      4.10.

     

    (b)  The
      Collateral Agent may resign with respect to any Series, Class or Tranche of
      Asset Pool One Notes at any time by giving written notice thereof to the Issuing
      Entity.  If an instrument of acceptance by a successor Collateral
      Agent shall not have been delivered to the Collateral Agent within 30 days
      after
      the giving of such notice of resignation, the resigning Collateral Agent may
      petition any court of competent jurisdiction for the appointment of a successor
      Collateral Agent.

     

    (c)  The
      Collateral Agent may be removed with respect to any Series, Class or Tranche
      of
      Asset Pool One Notes at any time by Act of the Majority Holders of that Series,
      Class or Tranche of Asset Pool One Notes delivered to the Collateral Agent
      on
      behalf of the Indenture Trustee and the Issuing Entity.

     

    (d)  If
      at any time:

     

    (i)  the
      Collateral Agent fails to comply with Section 310(b) of the Trust Indenture
      Act
      with respect to any Series, Class or Tranche of Notes after written request
      therefor by the Issuing Entity or by any Asset Pool One Noteholder who has
      been
      a bona fide Holder of an Asset Pool One Note of that Series, Class or Tranche
      for at least 6 months,

     

    (ii)  the
      Collateral Agent ceases to be eligible under Section 4.8 with respect to any
      Series, Class or Tranche of Asset Pool One Notes and fails to resign after
      written request therefor by the Issuing Entity or by any such Asset Pool One
      Noteholder,

     

    (iii)  the
      Collateral Agent becomes incapable of acting with respect to any Series, Class
      or Tranche of Asset Pool One Notes, or

     

    (iv)  the
      Collateral Agent is adjudged bankrupt or insolvent or a receiver of the
      Collateral Agent or of its property is appointed or any public officer takes
      charge or control of the Collateral Agent or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation,

     

    then,
      in any such case, (A) the Issuing Entity may remove the Collateral Agent or
      (B)
      subject to Section 6.17 of the Indenture, any Asset Pool One Noteholder who
      has
      been a bona fide Holder of an Asset Pool One Note of such Series, Class or
      Tranche for at least 6 months may, on behalf of itself and all others similarly
      situated, petition any court of competent jurisdiction for the removal of the
      Collateral Agent with respect to such Series, Class or Tranche and the
      appointment of a successor Collateral Agent with respect to such Series, Class
      or Tranche, or, in the case of clause (iv), with respect to all Series, Classes
      and Tranches.

     

    


    
      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

    

    


    (e)  If
      the Collateral Agent resigns, is removed or becomes incapable of acting with
      respect to Asset Pool One, or if a vacancy shall occur in the office of the
      Collateral Agent with respect to Asset Pool One for any cause, the Issuing
      Entity shall promptly appoint a successor Collateral Agent for Asset Pool
      One.  If, within one year after such resignation, removal or
      incapacity, or the occurrence of such vacancy, a successor Collateral Agent
      with
      respect to Asset Pool One is appointed by Act of the Majority Holders of the
      Asset Pool One Notes delivered to the Issuing Entity and the retiring Collateral
      Agent, the successor Collateral Agent so appointed will, forthwith upon its
      acceptance of such appointment, become the successor Collateral Agent with
      respect to Asset Pool One and supersede the successor Collateral Agent appointed
      by the Issuing Entity with respect to Asset Pool One.  If no successor
      Collateral Agent with respect to the Asset Pool One Notes shall have been so
      appointed by the Issuing Entity or the Asset Pool One Noteholders and accepted
      appointment in the manner hereinafter provided, any Asset Pool One Noteholder
      who has been a bona fide Holder of an Asset Pool One Note for at least 6 months
      may, on behalf of itself and all others similarly situated, petition any court
      of competent jurisdiction for the appointment of a successor Collateral Agent
      with respect to Asset Pool One.

     

    (f)  The
      Issuing Entity shall give written notice of each resignation and each removal
      of
      the Collateral Agent with respect to Asset Pool One and each appointment of
      a
      successor Collateral Agent with respect to Asset Pool One as provided in Section
      1.06 of the Indenture and to each Note Rating Agency.  To facilitate
      delivery of such notice, upon request by the Issuing Entity, the Note Registrar
      shall provide to the Issuing Entity a list of the relevant Registered
      Noteholders.  Each notice will include the name of the successor
      Collateral Agent and the address of its principal Corporate Trust
      Office.

     

    Section
      4.10  Acceptance
      of Appointment by Successor.  Every successor Collateral Agent
      appointed hereunder shall execute, acknowledge and deliver to the Issuing Entity
      and to the predecessor Collateral Agent an instrument accepting such
      appointment, with a copy to the Note Rating Agencies, and thereupon the
      resignation or removal of the predecessor Collateral Agent will become effective
      with respect to Asset Pool One, and such successor Collateral Agent, without
      any
      further act, deed or conveyance, will become vested with all the rights, powers,
      trusts and duties of the predecessor Collateral Agent; but, on request of the
      Issuing Entity or the successor Collateral Agent, such predecessor Collateral
      Agent shall, upon payment of its reasonable charges, if any, execute and deliver
      an instrument transferring to such successor Collateral Agent all the rights,
      powers and trusts of the predecessor Collateral Agent, and will duly assign,
      transfer and deliver to such successor Collateral Agent all property and money
      held by such predecessor Collateral Agent hereunder, subject nevertheless to
      its
      lien, if any, provided for in Section 4.6.  Upon request of any such
      successor Collateral Agent, the Issuing Entity will execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Collateral Agent all such rights, powers and trusts.

     

    No
      successor Collateral Agent will accept its appointment unless at the time of
      such acceptance such successor Collateral Agent will be qualified and eligible
      with respect to Asset Pool One under this Article.

     

    Section
      4.11  Merger,
      Conversion, Consolidation or Succession to Business.  Any
      corporation into which the Collateral Agent may be merged or converted or with
      which it

     

    


    
      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

    


    may
      be consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Collateral Agent shall be a party, or any corporation
      succeeding to all or substantially all of the corporate trust business of the
      Collateral Agent, will be the successor of the Collateral Agent hereunder,
      provided such corporation shall be otherwise qualified and eligible under this
      Article, without the execution or filing of any paper or any further act on
      the
      part of any of the parties hereto.  The Collateral Agent shall give
      prompt written notice of such merger, conversion, consolidation or succession
      to
      the Note Rating Agencies.  In addition, upon such merger, conversion,
      consolidation or succession the Collateral Agent shall give written notice
      to
      the Servicer, the Owner Trustee and the Indenture Trustee of any change of
      address of the surviving entity and stating where the Collateral Certificates
      are to be held.

     

    Section
      4.12  Preferential
      Collection of Claims Against Issuing Entity.  If and when the
      Collateral Agent shall be or become a creditor of the Issuing Entity (or any
      other obligor upon the Asset Pool One Notes), the Collateral Agent will be
      subject to the provisions of Section 311 of the Trust Indenture
      Act.  A Collateral Agent who has resigned or been removed will be
      subject to Section 311(a) of the Trust Indenture Act to the extent provided
      therein.

     

    Section
      4.13  Representations
      and Covenants of the Collateral Agent.  The Collateral Agent
      represents, warrants and covenants that:

     

    (i)  The
      Collateral Agent is a national banking association duly organized and validly
      existing under the laws of the United States of America;

     

    (ii)  The
      Collateral Agent has full power and authority to deliver and perform this Asset
      Pool One Supplement and has taken all necessary action to authorize the
      execution, delivery and performance by it of this Asset Pool One Supplement
      and
      other documents to which it is a party; and

     

    (iii)  Each
      of this Asset Pool One Supplement and the other documents to which it is a
      party
      has been duly executed and delivered by the Collateral Agent and constitutes
      legal, valid and binding obligation of the Collateral Agent in accordance with
      its terms.

     

    Section
      4.14  Custody
      of Asset Pool One Collateral Certificates and Other
      Collateral.  Each Asset Pool One Collateral Certificate, including
      the Initial Collateral Certificate, shall be registered in the name of and
      shall
      be delivered to and held by the Collateral Agent separate and apart from all
      other property held by such Collateral Agent.  The Collateral Agent
      shall hold the Collateral that constitutes Permitted Investments separate from,
      and shall not commingle such Collateral with, any and all other funds or
      property of the Issuing Entity or the Indenture Trustee.

     

    Section
      4.15  Collateral
      Agent’s Application for Instructions from the Issuing Entity.  Any
      application by the Collateral Agent for written instructions from the Issuing
      Entity may, at the option of the Collateral Agent, set forth in writing any
      action proposed to be taken or omitted by the Collateral Agent under and in
      accordance with this Asset Pool One Supplement and the date on and/or after
      which such action shall be taken or such omission shall be effective, provided
      that such application shall make specific reference to this Section
      4.15.  The Collateral

     

    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

    


    Agent
      shall not be liable for any action taken by, or omission of, the Collateral
      Agent in accordance with a proposal included in such application on or after
      the
      date specified in such application (which date shall not be less than 5 Business
      Days after the date any officer of the Issuing Entity actually receives such
      application, unless any such officer shall have consented in writing to any
      earlier date) unless prior to taking any such action (or the effective date
      in
      the case of an omission), the Collateral Agent shall have received written
      instructions in response to such application specifying the action to be taken
      or omitted.

     

    Section
      4.16  Events
      of Default and Remedies; Reports of Indenture Trustee; Reports to Issuing
      Entity.

     

    (a)  The
      Collateral Agent shall promptly give notice to the Indenture Trustee and the
      Issuing Entity upon the occurrence of any of the Events of Default set forth
      in
      Section 6.01 of the Indenture of which it has knowledge, including any “Notice
      of Default” pursuant to subsection 6.10(c) (unless it has received notice of any
      such Event of Default by the Indenture Trustee).

     

    (b)  The
      Collateral Agent agrees to perform its obligations and, in its discretion,
      exercise the rights of, and pursue remedies on behalf of, the Secured Parties
      pursuant to Article VI of the Indenture.

     

    (c)  The
      Collateral Agent agrees to provide in a timely fashion to the Indenture Trustee
      the information applicable to the Collateral Agent and the Collateral required
      to be included in the reports of the Indenture Trustee pursuant to the Indenture
      or any Indenture Supplement, including pursuant to Sections 8.03 and 8.06 of
      the
      Indenture.

     

    (d)  The
      Collateral Agent shall report to the Issuing Entity or the Indenture Trustee,
      as
      applicable, with respect to the amounts on deposit in each of the Bank Accounts,
      and the identity of the investments included therein and the amount of earnings
      thereon, as the Issuing Entity or the Indenture Trustee reasonably may request
      from time to time.

     

    [END
      OF ARTICLE IV]

    


    


    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

    


    


     

    ARTICLE
      V 

     

    BANK
      ACCOUNTS AND INVESTMENTS

     

    Section
      5.1  Bank
      Accounts.

     

    (a)  Bank
      Accounts; Deposits to and Distributions from Bank Accounts.

     

    (i)  On
      or before the date hereof the Issuing Entity shall cause to be established
      and
      maintained for Asset Pool One, one or more Qualified Bank Accounts (each such
      account, a “Collection Account” and collectively, the “Collection Accounts”) in
      the name of the Collateral Agent, bearing a designation clearly indicating
      that
      the funds deposited therein are held for the benefit of the Collateral Agent,
      the Indenture Trustee and the applicable Asset Pool One
      Noteholders.  All collections received pursuant to Section 3.1 shall
      be deposited into the Collection Account.  From time to time in
      connection with the issuance of a Series, Class or Tranche of Asset Pool
      One Notes, the Indenture Trustee may cause the Collateral
      Agent to establish one or more Qualified Bank Accounts denominated as
“Supplemental Bank Accounts” in the name of the Collateral Agent, bearing a
      designation clearly indicating that the funds deposited therein are held for
      the
      benefit of the Collateral Agent, the Indenture Trustee and the applicable Asset
      Pool One Noteholders.  The Collection Account and any Supplemental
      Bank Account shall be under the control (within the meaning of Section 9-104
      of
      the UCC) of the Collateral Agent for the benefit of the Collateral Agent, the
      Indenture Trustee and the applicable Asset Pool One Noteholders.  If,
      at any time, the institution holding the Collection Account or any Supplemental
      Bank Account ceases to be a Qualified Institution, the Issuing Entity shall
      within 10 Business Days (or such longer period, not to exceed 30 calendar days,
      as to which each Note Rating Agency may consent in writing) establish a new
      Collection Account or Supplemental Bank Account, as applicable, that is a
      Qualified Bank Account and shall transfer any cash and/or investments from
      such
      Collection Account or Supplemental Bank Account, as applicable, to such new
      Collection Account or Supplemental Bank Account, as applicable.  From
      the date each such new Collection Account is established, it shall be the
“Collection Account.”  From the date each such new Supplemental Bank
      Account is established, it shall be a “Supplemental Bank
      Account.”  Any Supplemental Bank Account will receive deposits as set
      forth herein, in the Indenture and in the applicable Indenture
      Supplement.

     

    (ii)  On
      or before the date hereof, the Issuing Entity shall cause to be established
      and
      maintained for Asset Pool One, one or more Qualified Bank Accounts (each such
      account, an “Excess Funding Account” and collectively, the “Excess Funding
      Accounts”) in the name of the Collateral Agent, bearing a designation clearly
      indicating that the funds deposited therein are held for the benefit of the
      Collateral Agent, the Indenture Trustee and the Asset Pool One
      Noteholders.  Principal Collections allocated to Asset Pool One that
      would otherwise be paid to the holders of the Transferor Interest or that the
      applicable Indenture Supplement specifies are to be deposited in
      the

     

    


    
      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

    

    


    Excess
      Funding Account, shall be deposited in the Excess Funding Account, if, after
      giving effect to reinvestment in new Collateral on that day the Asset Pool
      One
      Transferor Amount is not greater than or equal to the Asset Pool One Required
      Transferor Amount or the Asset Pool One Pool Balance is not greater than or
      equal to the Asset Pool One Minimum Pool Balance.  Each Excess Funding
      Account shall be under the control (within the meaning of Section 9-104 of
      the
      UCC) of the Collateral Agent for the benefit of the Collateral Agent, the
      Indenture Trustee and the Asset Pool One Noteholders.  If, at any
      time, the institution holding any Excess Funding Account ceases to be a
      Qualified Institution, the Issuing Entity shall within 10 Business Days (or
      such
      longer period, not to exceed 30 calendar days, as to which each Note Rating
      Agency may consent in writing) establish a new Excess Funding Account that
      is a
      Qualified Bank Account and shall transfer any cash and/or investments to such
      new Excess Funding Account.  From the date each such new Excess
      Funding Account is established, it shall be an “Excess Funding
      Account.”

     

    (b)  All
      payments to be made from time to time by or on behalf of the Indenture Trustee
      to the Asset Pool One Noteholders out of funds in the Bank Accounts pursuant
      to
      this Asset Pool One Supplement, the Indenture and any Indenture Supplement
      will
      be made by the Collateral Agent to the Indenture Trustee or on behalf of the
      Indenture Trustee directly to the Paying Agent not later than 1:00 p.m. New
      York
      City time on the applicable Payment Date or earlier, if necessary, or as
      otherwise provided in the applicable Indenture Supplement but only to the extent
      of available funds in the applicable Bank Account or Sub-Account.

     

    Section
      5.2  Investment
      of Funds in the Bank Accounts.

     

    (a)  Funds
      on deposit in the Bank Accounts shall (unless otherwise stated in the applicable
      Indenture Supplement) be invested and reinvested by the Collateral Agent or
      its
      designee acting on behalf of the Indenture Trustee at the written direction
      of
      the Issuing Entity in one or more Permitted Investments.  Absent such
      written direction, the Collateral Agent shall invest the funds in the Permitted
      Investments described in clause (a)(v) of the definition thereof.  The
      Issuing Entity may authorize the Indenture Trustee to direct the Collateral
      Agent to make specific investments pursuant to written instructions, in such
      amounts as the Issuing Entity will specify.  Notwithstanding the
      foregoing, funds held by the Collateral Agent in any of the Bank Accounts will
      be invested in Permitted Investments that will mature in each case no later
      than
      the date on which such funds in the Bank Accounts are scheduled to be
      transferred or distributed by the Indenture Trustee pursuant to the Indenture
      (or as necessary to provide for timely payment of principal or interest on
      the
      applicable Principal Payment Date or Interest Payment Date (as each such term
      is
      defined in the Indenture)).

     

    (b)  All
      funds deposited from time to time in the Bank Accounts pursuant to the Indenture
      and all investments made with such funds will be held by the Collateral Agent
      in
      the Bank Accounts as part of the Collateral as herein provided, subject to
      withdrawal by the Collateral Agent or the Indenture Trustee for the purposes
      set
      forth in the Indenture.

     

    (c)  Funds
      and other property in any of the Bank Accounts will not be commingled with
      any
      other funds or property of the Issuing Entity, the Indenture Trustee or the
      related Collateral Agent.

     

    


    
      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

    

    


    (d)  The
      Servicer shall not give direction to dispose of a Permitted Investment and
      no
      Permitted Investment shall be disposed of prior to its maturity if such disposal
      will result in a loss.

     

    [END
      OF ARTICLE V]

     

     

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

     

    MISCELLANEOUS

     

    Section
      6.1  No
      Petition.  The Collateral Agent, by entering into this Asset Pool
      One Supplement, each Derivative Counterparty, by designating that the
      obligations of the Issuing Entity pursuant to the applicable Derivative
      Agreement are secured by the Collateral, each Supplemental Credit Enhancement
      Provider or Supplemental Liquidity Provider, as applicable, by designating
      that
      the obligations of the Issuing Entity pursuant to the applicable Supplemental
      Credit Enhancement Agreement or Supplemental Liquidity Agreement are secured
      by
      the Collateral, and each Asset Pool One Noteholder, by accepting a Note, agrees,
      to the fullest extent permitted by applicable law, that it will not at any
      time
      institute against Chase USA, any Master Trust or the Issuing Entity, or join
      in
      any institution against Chase USA, any Master Trust or the Issuing Entity of,
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States Federal or state
      bankruptcy or similar law in connection with any obligations relating to the
      Asset Pool One Notes, the Indenture, any Derivative Agreement, any Supplemental
      Credit Enhancement Agreement and any Supplemental Liquidity
      Agreement.

     

    Section
      6.2  Actions
      by the Issuing Entity.  All actions to be taken by the Issuing
      Entity under this Asset Pool One Supplement shall be taken by the Administrator
      on behalf of the Issuing Entity and all notices to be given and/or received
      by
      the Issuing Entity under this Asset Pool One Supplement shall be given and
      received by the Administrator.

     

    Section
      6.3  Limitations
      on Liability.

     

    (a)  It
      is expressly understood and agreed by the parties hereto that (i) this Asset
      Pool One Supplement is executed and delivered by each Transferor not
      individually or personally but solely as Beneficiary under the Trust Agreement,
      in the exercise of the powers and authority conferred and vested in it, (ii)
      each of the representations, undertakings and agreements herein made on the
      part
      of the Issuing Entity is made and intended not as a personal representation,
      undertaking or agreement by any Transferor but is made and intended for the
      purpose of binding only the Issuing Entity, (iii) nothing herein contained
      will
      be construed as creating any liability on any Transferor individually or
      personally, to perform any covenant of the Issuing Entity either expressed
      or
      implied contained herein, all such liability, if any, being expressly waived
      by
      the parties to the Indenture and by any Person claiming by, through or under
      them and (iv) under no circumstances will any Transferor be personally liable
      for the payment of any indebtedness or expenses of the Issuing Entity or be
      liable for the breach or failure of any obligation, representation, warranty
      or
      covenant made or undertaken by the Issuing Entity under this Asset Pool One
      Supplement or any related documents.

     

    (b)  None
      of the Collateral Agent, the Indenture Trustee, the Owner Trustee, Chase USA
      or
      any other Beneficiary of the Issuing Entity or any of their respective officers,
      directors, employees, incorporators or agents will have any liability with
      respect to this

     

    


    
      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

    


    Asset
      Pool One Supplement, and recourse may be had solely to the Collateral pledged
      to
      secure the Asset Pool One Notes under this Asset Pool One
      Supplement.

     

    Section
      6.4  Termination
      of Issuing Entity.  The Issuing Entity and the respective
      obligations and responsibilities of the Collateral Agent created hereby shall
      terminate as provided in the Trust Agreement.

     

    Section
      6.5  Termination
      Distributions.  Upon the termination of the Issuing Entity
      pursuant to the terms of the Trust Agreement, the Collateral Agent shall
      release, assign and convey to the applicable Transferor or any of its designees,
      without recourse, representation or warranty, all of its right, title and
      interest in the Collateral securing Asset Pool One, whether then existing or
      thereafter created, all monies due or to become due and all amounts received
      or
      receivable with respect thereto (including all moneys then held in any Bank
      Account) and all proceeds thereof.  The Collateral Agent shall execute
      and deliver such instruments of transfer and assignment as shall be provided
      to
      it, in each case without recourse, as shall be reasonably requested by any
      Transferor, to vest in such Transferor, as Beneficiary under the Trust
      Agreement, or any of its designees all right, title and interest which the
      Collateral Agent had in and to the Collateral and such other property securing
      Asset Pool One.

     

    Section
      6.6  Derivative
      Counterparty, Supplemental Credit Enhancement Provider and Supplemental
      Liquidity Provider as Third-Party Beneficiary.  Each Derivative
      Counterparty, Supplemental Credit Enhancement Provider and Supplemental
      Liquidity Provider is a third-party beneficiary of this Asset Pool One
      Supplement to the extent specified in the applicable Derivative Agreement,
      Supplemental Credit Enhancement Agreement, Supplemental Liquidity Agreement
      or
      Indenture Supplement.

     

    Section
      6.7  Amendments.   Except
      as expressly set forth in Article IX of the Indenture, this Asset Pool One
      Supplement may not be amended, supplemented or modified.

     

    [END
      OF ARTICLE VI]

    


    
      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Asset Pool One Supplement
      to be duly executed as of the day and year first above written.

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, as Beneficiary and not in its individual
                capacity

            
	 	 	 
	 	 	
              By:

            	
              /s/
                Keith W. Schuck

            
	 	 	 	
              Name:
                Keith W. Schuck

            
	 	 	 	
              Title:   President

            
	 	 	 
	 	 	
              WELLS
                FARGO BANK,  NATIONAL ASSOCIATION, as Indenture Trustee and
                Collateral Agent and not in its individual capacity

            
	 	 	 
	 	 	
              By:

            	
              s/
                Cheryl Zimmerman

            
	 	 	 	
              Name:
                Cheryl Zimmerman

            
	 	 	 	
              Title:   Assistant
                Vice President

            


    

    


    


    


    Acknowledged
      and Accepted:

    


    CHASE
      BANK USA,

    NATIONAL
      ASSOCIATION,

    as
      Transferor, Servicer and Administrator

    


    


    By:  /s/
      Keith W.
      Shuck        __

           Name:
      Keith W. Schuck

           Title:   President

    


    
      
        
          CHAIT
            Second A&R APO Signature
            Page      

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

     

    Exhibit
      A

     

    No.
      __                                                                                                                                                          One
      Unit

     

    


     

    FORM
      OF

    CHASE
      ISSUANCE 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 ASSET POOL ONE
      SUPPLEMENT REFERRED TO HEREIN.  A COPY OF THE ASSET POOL ONE
      SUPPLEMENT WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE INDENTURE
      TRUSTEE UPON WRITTEN REQUEST.

     

     

    This
      Certificate represents an

    undivided
      interest in the

    Chase
      Issuance Trust

     

     

    Evidencing
      an undivided interest in a trust, the corpus of which consists of Collateral,
      as
      defined in the Asset Pool One Supplement 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 the Chase Issuance Trust (the
      “Trust”), the corpus of which currently consists of the Initial Collateral
      Certificates (as defined in the Transfer and Servicing Agreement) and the other
      assets and interests constituting the Trust pursuant to the Second Amended
      and
      Restated Asset Pool One Supplement, dated as of December 19, 2007, as the same
      may be further amended, supplemented or otherwise modified (the “Asset Pool One
      Supplement”), by and between the Trust and Wells Fargo Bank, National
      Association, as Indenture Trustee (the “Indenture Trustee”) and Collateral Agent
      (the “Collateral Agent”), a summary of certain of the pertinent provisions of
      which is set forth below.

     

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

     

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    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 Transferor Certificate shall be permitted other than
      in accordance with the provisions of Section 2.07 or 2.08 of the Transfer and
      Servicing Agreement.

     

    This
      Transferor Certificate is the Transferor Certificate (the “Transferor
      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 Asset Pool One Supplement and each Indenture Supplement
      to be paid to the Holder of the Transferor Certificate.  The aggregate
      interest represented by this Transferor Certificate at any time in the
      Collateral of the Trust shall not exceed the Asset Pool One Transferor Amount
      at
      such time.  In addition to this Transferor Certificate, one or more
      Series of Notes will be issued to investors pursuant to the Indenture and an
      Indenture Supplement, each of which will represent an undivided interest in
      the
      Trust.  This Transferor Certificate shall not represent any interest
      in the Bank Accounts or any Enhancement, except to the extent provided in the
      Asset Pool One Supplement and any Indenture Supplement.  The Asset
      Pool One Transferor Amount for any Monthly Period will be an amount equal to
      (i)
      the Asset Pool One Pool Balance for such Monthly Period minus (ii) the aggregate
      Nominal Liquidation Amount of all Asset Pool One Notes as of the close of
      business on the last day of such Monthly Period.

     

    The
      Servicer, pursuant to the terms of Transfer and Servicing Agreement, shall
      deposit Collections with respect to the Asset Pool One Receivables into the
      Collection Account for Asset Pool One as promptly as possible after the Date
      of
      Processing of such Collections, but in no event later than the second Business
      Day following the Date of Processing (except as provided below and except as
      provided in any Indenture Supplement) and shall deposit Collections received
      with respect to the Asset Pool One Collateral Certificates with respect to
      any
      Monthly Period into the Collection Account for Asset Pool One no later than
      the
      First Note Transfer Date in the next succeeding Monthly
      Period.  Unless otherwise stated in any Indenture Supplement,
      throughout the existence of the Trust, the Servicer shall allocate to the Holder
      of this Certificate an amount equal to the Asset Pool One Transferor
      Amount.  Notwithstanding the first sentence of this paragraph, the
      Servicer need not deposit this amount or any other amounts so allocated to
      this
      Transferor Certificate pursuant to the Asset Pool One Supplement into the
      Collection Account and shall pay, or be deemed to pay, such amounts as collected
      to the Holder of this Transferor 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 Transferor Certificate
      pursuant to the Asset Pool One Supplement will be payable by the Holder of
      this
      Transferor Certificate and none of the Trust, the Owner Trustee, the Indenture
      Trustee, the Collateral Agent or the Noteholders will have any obligation to
      pay
      such portion of the servicing fee.

     

    This
      Transferor Certificate does not represent a recourse obligation of, or any
      interest in, the Transferor or the Servicer, and none of this Transferor
      Certificate, any Collateral Certificate, any Notes, the Accounts or Receivables
      are insured or guaranteed by the Federal Deposit Insurance Corporation or any
      other governmental agency or instrumentality.  This Transferor
      Certificate is limited in right of payment to certain Collections respecting
      the

     

    


    
      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

    

    


    Receivables
      and the Collateral Certificates, all as more specifically set forth hereinabove
      and in the Asset Pool One Supplement.

     

    Upon
      the termination of the Trust pursuant to Section 8.01 of the Third Amended
      and
      Restated Trust Agreement, the Indenture Trustee shall assign and convey to
      the
      Holder of this Transferor Certificate (without recourse, representation or
      warranty) all right, title and interest of the Trust in the Collateral
      Certificates, the Receivables, whether then existing or thereafter created,
      and
      all proceeds thereof and Insurance Proceeds relating thereto.  The
      Indenture 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 Transferor Certificate to vest in such Holder all right,
      title and interest which the Indenture Trustee had in the Collateral
      Certificates and the Receivables.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Indenture Trustee, by manual signature, this Transferor Certificate shall
      not be entitled to any benefit under the Asset Pool One Supplement, or be valid
      for any purpose.

     

    


    
      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust has caused this Transferor Certificate to be duly
      executed on this _____ day of _________.

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, as Beneficiary of the Chase Issuance
                Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 


    

    


    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is the Transferor Certificate referred to in the within-mentioned Asset Pool
      One
      Supplement.

     

    
      	 	 	
              WELLS
                FARGO BANK,  NATIONAL ASSOCIATION, as Authenticating
                Agent

            
	 	 	 
	 	 	
              By:

            	
               

            
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    Date:  __________

    


    
      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

    

    


     

     

    Exhibit
      B

     

    ASSIGNMENT
      OF RECEIVABLES IN ADDITIONAL ACCOUNTS

    INCLUDED
      IN ASSET POOL ONE

    (as
      required by subsection 2.4(c)(v) of the Asset Pool One Supplement)

     

    ASSIGNMENT
      NO. __ OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN ASSET POOL ONE (this
      “Assignment”), dated as of _______ ___, ____, by and between CHASE ISSUANCE
      TRUST (the “Trust”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”)
      as collateral agent (in such capacity, the “Collateral Agent”), pursuant to the
      Asset Pool One Supplement referred to below, and acknowledged by Chase Bank
      USA,
      National Association, in its capacity as servicer under the Third Amended and
      Restated Transfer and Servicing Agreement, dated as of December 19, 2007 (the
      “Transfer and Servicing Agreement”), among Chase Bank USA, National Association,
      as transferor, administrator and servicer, the Trust and Wells Fargo, as
      indenture trustee (in such capacity, the “Indenture Trustee”) and Collateral
      Agent (in such capacity, the “Collateral Agent”).

     

     

    W
      I T N E S S E T H:

     

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

     

    WHEREAS,
      pursuant to the Asset Pool One Supplement, the Trust wishes to designate
      Additional Accounts to be included as Asset Pool One Accounts and to pledge
      hereby the Receivables of such Additional Accounts, whether now existing or
      hereafter created, to the Collateral Agent to be included as Asset Pool One
      Receivables; and

     

    WHEREAS,
      the Collateral Agent, on behalf of and for the benefit and security of the
      Asset
      Pool One Noteholders, the Indenture Trustee, in its individual capacity and
      the
      Collateral Agent, in its individual capacity, is willing to accept such
      designation and pledge subject to the terms and conditions hereof;

     

    NOW,
      THEREFORE, the Trust and the Collateral Agent hereby agree as
      follows:

     

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

     

    “Addition
      Cut-Off Date” shall mean, with respect to the Additional Accounts designated
      hereby, _______________.

     

    “Addition
      Date” shall mean, with respect to the Additional Accounts designated hereby,
      _________________.

     

    


    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    

    


    “Notice
      Date” shall mean, with respect to the Additional Accounts designated hereby,
      ________________.

     

    2.           Designation
      of Additional Accounts.  Within five Business Days after the
      Addition Date, the Trust shall deliver to the Collateral Agent a true and
      complete list (in the form of a computer file, microfiche list, CD-ROM or such
      other form as is agreed upon between the Transferor and the Collateral Agent)
      of
      each VISA® and
      MasterCard®
      account which, as of the Addition Date, shall be deemed to be an Additional
      Asset Pool One Account, identified by account number and the aggregate amount
      of
      the Receivables in each such Additional Asset Pool One Account as of the
      Addition Cut-Off Date, which list shall be marked as Schedule 1 to this
      Assignment and shall, as of the Addition Date, modify and amend and be
      incorporated into and made a part of this Assignment and the Asset Pool One
      Supplement.

     

    3.           Pledge
      of Receivables.

     

    (a)  The
      Trust hereby grants to the Collateral Agent, for the benefit and security of
      the
      Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity
      and the Collateral Agent, in its individual capacity, a security interest in
      all
      of its right, title and interest, whether owned on the Addition Cut-Off Date
      or
      thereafter acquired, in the Receivables existing on the Addition Cut-Off Date
      or
      thereafter created in the Additional Asset Pool One Accounts, all Interchange
      and Recoveries related thereto, all monies due or to become due and all amounts
      received or receivable with respect thereto and the “proceeds” (including
“proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds
      relating thereto to secure the Asset Pool One Notes (and the obligations under
      the Indenture and the Asset Pool One Supplement), equally and ratably without
      prejudice, priority or distinction between any Asset Pool One Note by reason
      of
      difference in time of issuance or otherwise, except as otherwise expressly
      provided in the Indenture, or in the Indenture Supplement which establishes
      any
      Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment
      of all amounts due on such Asset Pool One Notes in accordance with their
      respective terms, (ii) the payment of all other sums payable by the Trust under
      the Indenture, any Indenture Supplement and the Asset Pool One Supplement
      relating to the Asset Pool One Notes and (iii) compliance by the Trust with
      the
      provisions of the Indenture, any Indenture Supplement or the Asset Pool One
      Supplement relating to the Asset Pool One Notes.  This Assignment
      constitutes a security agreement under the UCC.

     

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

     

    (c)           In
      connection with such assignment, the Trust further agrees, at its own expense,
      on or prior to the date of this Assignment, to indicate in the appropriate
      computer files

     

    


    
      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

    

    


    that
      Receivables created in connection with the Additional Asset Pool One Accounts
      and designated hereby have been pledged to the Collateral Agent pursuant to
      this
      Assignment for the benefit and security of the Asset Pool One Noteholders,
      the
      Indenture Trustee, in its individual capacity and the Collateral Agent, in
      its
      individual capacity.

     

    (d)           The
      parties hereto agree that all pledges of Receivables to the Collateral Agent
      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 pledged, in whole or in part, by the Trust
      pursuant to this Assignment shall be deemed to no longer be the property, assets
      or rights of the Trust.  The parties hereto acknowledge and agree that
      each such assignment is occurring in connection with a “securitization
      transaction” within the meaning of the Delaware Act.

     

    4.           Acceptance
      by Collateral Agent.  The Collateral Agent hereby acknowledges its
      acceptance of all right, title and interest in and to the Receivables in the
      Additional Asset Pool One Accounts now existing and hereafter created, pledged
      to the Collateral Agent pursuant to Section 3(a) of this Assignment and declares
      that it shall maintain such right, title and interest, upon the trust herein
      set
      forth, for the benefit and security of the Asset Pool One Noteholders, the
      Indenture Trustee, in its individual capacity and the Collateral Agent, in
      its
      individual capacity.

     

    5.           Representations
      and Warranties of the Trust.  The Trust hereby represents and
      warrants to the Collateral Agent, as of the Addition Date (or such other date
      as
      is specified below), that:

     

    (a)           Conditions
      Precedent.  All of the requirements for the addition of Accounts
      set forth under subsection 2.12(c) of the Transfer and Servicing Agreement
      shall
      have been satisfied and all of the representations and warranties set forth
      under subsection 2.04(a) of the Transfer and Servicing Agreement to be made
      on
      each Addition Date shall be true and correct in all material respects on such
      Addition Date;

     

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

     

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

     

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

     

    


    
      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

    

    


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

     

    (f)           No
      Conflict.  The execution and delivery by the Trust of this
      Assignment, the performance of the transactions contemplated by this Assignment
      and the fulfillment of the terms hereof applicable to the Trust, will not
      conflict with or violate any Requirements of Law applicable to the Trust or
      conflict with, result in  any breach of any of the material terms and
      provisions of, or constitute (with or without notice or lapse of time or both)
      a
      material default under, any indenture, contract, agreement, mortgage, deed
      of
      trust or other instrument to which the Trust is a party or by which it or its
      properties are bound;

     

    (g)           No
      Proceedings.  There are no proceedings or investigations, pending
      or, to the best knowledge of the Trust, threatened against the Trust before
      any
      court, regulatory body, administrative agency or other tribunal or governmental
      instrumentality (i) asserting the invalidity of this Assignment, (ii) seeking
      to
      prevent the consummation of any of the transactions contemplated by this
      Assignment, (iii) seeking any determination or ruling that, in the reasonable
      judgment of the Trust, would materially and adversely affect the performance
      by
      the Trust of its obligations under this Assignment or (iv) seeking any
      determination or ruling that would materially and adversely affect the validity
      or enforceability of this Assignment; and

     

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

     

    6.           Conditions
      Precedent.  The acceptance by the Collateral Agent set forth in
      Section 4 hereof and the amendment of the Asset Pool One Supplement pursuant
      to
      Section 7 hereof are each subject to the satisfaction of the conditions
      precedent set forth in subsection 2.4(c) of the Asset Pool One Supplement on
      or
      prior to the dates specified in such subsection 2.4(c), except to the extent
      any
      such conditions have been waived.  For purposes of subsection
      2.4(c)(ii) of the Asset Pool One Supplement, “Notice Date” shall having the
      meaning specified in Section 1 hereof.  With respect to the condition
      specified in subsection 2.4(c)(xi) of the Asset Pool One Supplement, on or
      prior
      to the date hereof, the Administrator, on behalf of the Issuing Entity, shall
      have delivered to the Collateral Agent a certificate of a Vice President or
      more
      senior officer of the Administrator, substantially in the form of Schedule
      2
      hereto, certifying that all requirements set forth in subsection 2.4(c) of
      the
      Asset Pool One Supplement for designating and conveying Receivables in
      Additional Asset Pool One Accounts have been satisfied or waived.  The
      Collateral Agent may conclusively rely on such Officer’s Certificate, shall have
      no duty to make inquiries with regard to the matters set forth therein, and
      shall incur no liability in so relying.

     

    7.           Amendment
      of the Asset Pool One Supplement.  The Asset Pool One Supplement
      is hereby amended to provide that all references therein to the “Asset Pool One
      Supplement,” to “this Asset Pool One Supplement” and to “herein” shall be deemed
      from and after the Addition Date to be a dual reference to the Asset Pool One
      Supplement as supplemented by this Assignment.  All references therein
      to Additional Asset Pool One Accounts shall be

     

    


    
      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

    

    


    deemed
      to include the Additional Accounts designated hereby and all references therein
      to Asset Pool One Receivables shall be deemed to include the Receivables pledged
      hereby.  Except as expressly amended hereby, all of the
      representations, warranties, terms, covenants and conditions of the Asset Pool
      One Supplement shall remain unamended and shall continue to be, and shall
      remain, in full force and effect in accordance with its terms and except as
      expressly provided herein shall not constitute or be deemed to constitute a
      waiver of compliance with or a consent to noncompliance with any term or
      provision of the Asset Pool One Supplement.

     

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

     

    9.           GOVERNING
      LAW.  THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
      LAW
      PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    10.           Limitation
      of Liability.  Notwithstanding any other provision herein or
      elsewhere, this Assignment has been executed and delivered by Wilmington Trust
      Company on behalf of the Trust, not in its individual capacity, but solely
      in
      its capacity as Owner Trustee, and in no event shall Wilmington Trust Company
      in
      its individual capacity have any liability in respect of the representations,
      warranties, or obligations of the Trust hereunder or under any other document,
      as to all of which recourse shall be had solely to the assets of the Trust,
      and
      for all purposes of this Assignment and each other document, the Owner Trustee
      (as such or in its individual capacity) shall be subject to, and entitled to
      the
      benefits of, the terms and provisions of the Trust Agreement.IN WITNESS WHEREOF,
      the parties hereto have caused this Assignment to be duly executed by their
      respective officers as of the day and year first above written.

     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee
                on behalf of the Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	 	 	
              WELLS
                FARGO BANK,  NATIONAL ASSOCIATION, as Collateral
                Agent

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    


    Acknowledged
      by:

    


    CHASE
      BANK USA,

    NATIONAL
      ASSOCIATION,

    as
      Servicer

    


    


    By:
      __________________________________

            Name:

            Title:

    


    
      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      1 (to Exhibit B)

     

    LIST
      OF ADDITIONAL ASSET POOL ONE ACCOUNTS

     

     

    [TO
      BE DELIVERED TO THE COLLATERAL AGENT BY THE TRUST AND MARKED AS SCHEDULE 1
      TO
      THIS ASSIGNMENT]

     

    


    
      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      2 (to Exhibit B)

     

    Chase
      Issuance Trust

     

     

    Officer’s
      Certificate

     

    __________________,
      a duly authorized officer of Chase Bank USA, National Association, as
      administrator (the “Administrator”) for the Chase Issuance Trust (the “Trust”),
      hereby certifies and acknowledges on behalf of the Trust that to the best of
      his
      knowledge the following statements are true on _______________ (the “Addition
      Date”), and acknowledges on behalf of the Trust that this Officer’s Certificate
      will be relied upon by Wells Fargo Bank, National Association (“Wells Fargo”),
      as collateral agent (the “Collateral Agent”) in connection with the Collateral
      Agent entering into Assignment No. ___ of Receivables in Additional Accounts,
      dated as of _______________ (the “Assignment”), by and between the Trust and the
      Collateral Agent, in connection with the Second Amended and Restated Asset
      Pool
      One Supplement, dated as of December 19, 2007 (as heretofore supplemented and
      amended, the “Asset Pool One Supplement”), by and between the Trust and Wells
      Fargo as indenture trustee (the “Indenture Trustee”) and Collateral
      Agent.  The undersigned hereby certifies and acknowledges on behalf of
      the Trust that:

     

    (a)           Conditions
      Precedent.  All of the requirements for the addition of Accounts
      set forth under subsection 2.4(c) of the Asset Pool One Supplement shall have
      been satisfied in all material respects on the Addition Date.

     

    (b)           Delivery
      of Assignment.  On or prior to the Addition Date, (i) the Trust
      has delivered to the Collateral Agent the Assignment (including an acceptance
      by
      the Collateral Agent for the benefit and security of the Asset Pool One
      Noteholders, the Indenture Trustee, in its individual capacity and the
      Collateral Agent, in its individual capacity) and (ii) the Trust has indicated
      in its computer files that the Receivables created in connection with the
      Additional Accounts have been assigned to the Collateral
      Agent.  Within five Business Days after the Addition Date, the Trust
      shall deliver to the Collateral Agent a true and complete list (in the form
      of a
      computer file, microfiche list, CD-ROM or such other form as is agreed upon
      between the Transferor and the Collateral Agent) of all Additional Accounts,
      identified by account number and the aggregate amount of the Receivables in
      each
      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
      the
      Assignment and the Asset Pool One Supplement.

     

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

     

    (d)           Eligibility
      of Additional Accounts.  As of the Addition Cut-Off Date, each
      Additional Account designated pursuant to the Assignment was an Eligible
      Account.

     

    


    
      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

    (g)           No
      Conflict.  The execution and delivery by the Trust of the
      Assignment, the performance of the transactions contemplated by the Assignment
      and the fulfillment of the terms thereof applicable to the Trust, will not
      conflict with or violate any Requirements of Law applicable to the Trust or
      conflict with, result in  any breach of any of the material terms and
      provisions of, or constitute (with or without notice or lapse of time or both)
      a
      material default under, any indenture, contract, agreement, mortgage, deed
      of
      trust or other instrument to which the Trust is a party or by which it or its
      properties are bound.

     

    (h)           No
      Proceedings.  There are no proceedings or investigations, pending
      or, to the best knowledge of the Trust, threatened against the Trust before
      any
      court, regulatory body, administrative agency or other tribunal or governmental
      instrumentality (i) asserting the invalidity of the Assignment, (ii) seeking
      to
      prevent the consummation of any of the transactions contemplated by the
      Assignment, (iii) seeking any determination or ruling that, in the reasonable
      judgment of the Trust, would materially and adversely affect the performance
      by
      the Trust of its obligations under the Assignment or (iv) seeking any
      determination or ruling that would materially and adversely affect the validity
      or enforceability of the Assignment.

     

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

     

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

     

    


    
      
        
          
          

        

        
          B-9

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but
                solely
                as Administrator on behalf of the Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 


    

    


    


     

    :

    


    
      
        
          
          

        

        
          B-10

          
            

          

        

        
          
          

        

      

    

    


     

     

    Exhibit
      C

     

    FORM
      OF ASSIGNMENT OF AN ADDITIONAL COLLATERAL CERTIFICATE

    INCLUDED
      IN ASSET POOL ONE

    (as
      required by subsection 2.4(c)(vi) of the Asset Pool One Supplement)

     

     

    ASSIGNMENT
      NO. __ OF AN ADDITIONAL COLLATERAL CERTIFICATE INCLUDED IN ASSET POOL ONE (this
      “Assignment”) dated as of _____________, by and between CHASE ISSUANCE TRUST
      (the “Trust”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as
      collateral agent (the “Collateral Agent”), pursuant to the Asset Pool One
      Supplement referred to below.

     

     

    W
      I T N E S S E T H:

     

     

    WHEREAS,
      the Trust and Wells Fargo, as Collateral Agent and Indenture Trustee, are
      parties to the Second Amended and Restated Asset Pool One Supplement, 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 “Asset Pool
      One Supplement”);

     

     

    WHEREAS,
      pursuant to subsection 2.4(a) or 2.4(b) of the Asset Pool One Supplement, the
      Trust wishes to designate an Additional Collateral Certificate to be included
      as
      an Asset Pool One Collateral Certificate and to pledge hereby such Additional
      Collateral Certificate to the Collateral Agent; and

     

     

    WHEREAS,
      the Collateral Agent, on behalf of and for the benefit and security of the
      Asset
      Pool One Noteholders, the Indenture Trustee, in its individual capacity and
      the
      Collateral Agent, in its individual capacity, is willing to accept such
      designation and pledge subject to the terms and conditions hereof;

     

     

    NOW,
      THEREFORE, the Trust and the Collateral Agent agree as follows:

     

     

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

     

     

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

     

     

    “Notice
      Date” shall mean, with respect to the Additional Collateral Certificate
      designated on Schedule 1 hereto, ____________ [which shall be a date on or
      prior
      to the third Business Day prior to the Addition Date with respect to additions
      pursuant to subsection 2.4(a) of the Asset Pool One Supplement and the fifth
      Business Day prior to the Addition Date with respect to additions pursuant
      to
      subsection 2.4(b) of the Asset Pool One Supplement].

     

     

    2.           Pledge
      of Additional Collateral Certificates.

     

     

    (a)
      The Trust does hereby grant to the Collateral Agent, for the benefit and
      security of the Asset Pool One Noteholders, the Indenture Trustee, in its
      individual capacity and the Collateral

     

    


    
      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


    Agent,
      in its individual capacity, a security interest in all of its right, title
      and
      interest, whether now owned or hereafter acquired, in and to the Additional
      Collateral Certificate.  The foregoing does not constitute and is not
      intended to result in the creation or assumption by the Collateral Agent of
      any
      obligation of the Trust or any other Person in connection with the Additional
      Collateral Certificate or under any agreement or instrument relating thereto,
      including any obligation to Obligors, merchant banks, merchants clearance
      systems, VISA®,
      MasterCard® or
      insurers.  This Assignment constitutes a security agreement under the
      UCC.

     

    (b)           If
      necessary, the Trust agrees to record and file, at its own expense, financing
      statements (and continuation statements when applicable) with respect to the
      Additional Collateral Certificate 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 its interest in such Additional
      Collateral Certificate to the Collateral Agent, and to deliver a file-stamped
      copy of each such financing statement or other evidence of such filing to the
      Collateral Agent on or prior to the Addition Date.  Neither the
      Indenture Trustee nor the Collateral Agent shall be under any obligation
      whatsoever to file such financing or continuation statements or to make any
      filing under the UCC in connection with such assignment.

     

     

    (c)           The
      parties agree hereto that all pledges of Additional Collateral Certificates
      to
      the Collateral Agent 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 pledged, in whole
      or
      in part, by the Trust pursuant to this Assignment shall be deemed to no longer
      be the property, assets or rights of the Trust.  The parties hereto
      acknowledge and agree that each such pledge is occurring
      in connection with a “securitization transaction” within the meaning of the
      Delaware Act.

     

     

    3.           Acceptance
      by the Collateral Agent.  The Collateral Agent hereby acknowledges
      its acceptance for the benefit and security of the Asset Pool One Noteholders,
      the Indenture Trustee, in its individual capacity and the Collateral Agent,
      in
      its individual capacity, of a security interest in all right, title and interest
      to the Additional Collateral Certificate which has been pledged to the
      Collateral Agent pursuant to Section 2(a) of this Assignment.

     

     

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

     

     

    (a)           Conditions
      Precedent.  All of the requirements for the addition of Additional
      Collateral Certificates set forth under subsection 2.12(c) of the Transfer
      and
      Servicing Agreement shall have been satisfied and all of the representations
      and
      warranties set forth under subsection 2.04(a) of the Transfer and Servicing
      Agreement to be made on each Addition Date shall be true and correct in all
      material respects on such Addition Date;

     

     

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

     

    


    
      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

    


    enforcement
      of creditors’ rights in general and except as such enforceability may be limited
      by general principles of equity (whether considered in a suit at law or in
      equity);

     

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

     

     

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

     

     

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

     

     

    (f)           No
      Conflict.  The execution and delivery by the Trust of this
      Assignment, the performance of the transactions contemplated by this Assignment
      and the fulfillment of the terms hereof applicable to the Trust, will not
      conflict with or violate any Requirements of Law applicable to the Trust or
      conflict with, result in any breach of any of the material terms and provisions
      of, or constitute (with or without notice or lapse of time or both) a material
      default under, any indenture, contract, agreement, mortgage, deed of trust
      or
      other instrument to which the Trust is a party or by which it or its properties
      are bound;

     

     

    (g)           No
      Proceedings.  There are no proceedings or investigations, pending
      or, to the best knowledge of the Trust, threatened against the Trust before
      any
      court, regulatory body, administrative agency or other tribunal or governmental
      instrumentality (i) asserting the invalidity of this Assignment, (ii) seeking
      to
      prevent the consummation of any of the transactions contemplated by this
      Assignment, (iii) seeking any determination or ruling that, in the reasonable
      judgment of the Trust, would materially and adversely affect the performance
      by
      the Trust of its obligations under this Assignment or (iv) seeking any
      determination or ruling that would materially and adversely affect the validity
      or enforceability of this Assignment; and

     

     

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

     

     

    5.           Conditions
      Precedent.  The acceptance by the Collateral Agent set forth in
      Section 3 hereof and the amendment of the Asset Pool One Supplement pursuant
      to
      Section 6 hereof are each subject to the satisfaction of the conditions
      precedent set forth in subsection 2.4(c) of the Asset Pool One Supplement on
      or
      prior to the dates specified in such subsection 2.4(c).  For purposes
      of subsection 2.4(c)(ii) of the Asset Pool One Supplement, “Notice Date” shall
      having the meaning specified in Section 1 hereof.  With respect to the
      condition specified in subsection 2.4(c)(xi) of the Asset Pool One Supplement,
      on or prior to the date hereof, the Administrator, on behalf of the Trust,
      shall
      have delivered to the Collateral Agent a certificate of a Vice President or
      more
      senior officer of the Administrator, substantially in the form of Schedule
      2
      hereto, certifying that all requirements set forth in subsection 2.4(c) of
      the
      Asset Pool One Supplement for designating and conveying Additional Collateral
      Certificates have been satisfied.  The

     

    


    
      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

    

    


    Collateral
      Agent may conclusively rely on such Officer’s Certificate, shall have no duty to
      make inquiries with regard to the matters set forth therein, and shall incur
      no
      liability in so relying.

     

    6.           Amendment
      of the Asset Pool One Supplement.  The Asset Pool One Supplement
      is hereby amended to provide that all references therein to the “Asset Pool One
      Supplement,” to “this Asset Pool One Supplement” and to “herein” shall be deemed
      from and after the Addition Date to be a dual reference to the Asset Pool One
      Supplement as supplemented by this Assignment.  All references therein
      to Additional Asset Pool One Collateral Certificates shall be deemed to include
      the Additional Collateral Certificate designated hereby.  Except as
      expressly amended hereby, all of the representations, warranties, terms,
      covenants and conditions of the Asset Pool One Supplement shall remain unamended
      and shall continue to be, and shall remain, in full force and effect in
      accordance with its terms and except as expressly provided herein shall not
      constitute or be deemed to constitute a waiver of compliance with or a consent
      to noncompliance with any term or provision of the Asset Pool One
      Supplement.

     

     

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

     

     

    8.           GOVERNING
      LAW.   THIS ASSIGNMENT SHALL BE CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
      PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

     

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

     

    


    
      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee
                on behalf of the Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	 	 	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION, as Collateral

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    


    
      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      1 (to Exhibit C)

     

    LIST
      OF ADDITIONAL ASSET POOL ONE COLLATERAL CERTIFICATES

     

    


    


    
      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      2 (to Exhibit C)

     

    Chase
      Issuance Trust

     

     

    Officer’s
      Certificate

     

    __________________,
      a duly authorized officer of Chase Bank USA, National Association, as
      administrator (the “Administrator”) for the Chase Issuance Trust (the “Trust”),
      hereby certifies and acknowledges on behalf of the Trust that to the best of
      [his/her] knowledge the following statements are true on _______________ (the
      “Addition Date”), and acknowledges on behalf of the Trust that this Officer’s
      Certificate will be relied upon by Wells Fargo Bank, National Association
      (“Wells Fargo”), as collateral agent (the “Collateral Agent”) in connection with
      the Collateral Agent entering into Assignment No. ___ of an Additional
      Collateral Certificate, dated as of _______________ (the “Assignment”), by and
      between the Trust and the Collateral Agent, in connection with the Second
      Amended and Restated Asset Pool One Supplement, dated as of December 19, 2007
      (as heretofore supplemented and amended, the “Asset Pool One Supplement”), by
      and between the Trust and Wells Fargo as indenture trustee (the “Indenture
      Trustee”) and Collateral Agent.  The undersigned hereby certifies and
      acknowledges on behalf of the Trust that:

     

    (a)           Conditions
      Precedent.  All of the requirements for the addition of Additional
      Collateral Certificates set forth under subsection 2.4(c) of the Asset Pool
      One
      Supplement shall have been satisfied in all material respects on the Addition
      Date.

     

    (b)           Delivery
      of Assignment.  On or before the Addition Date, with respect to
      the Additional Asset Pool One Collateral Certificates, the Trust has delivered
      to the Collateral Agent the Assignment (including an acceptance by the
      Collateral Agent for the benefit and security of the Asset Pool One Noteholders,
      the Indenture Trustee, in its individual capacity and the Collateral Agent,
      in
      its individual capacity).

     

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

     

    (d)           Eligibility
      of Additional Collateral Certificate.  As of the Addition Date,
      each Additional Collateral Certificate designated pursuant to the Assignment
      is
      an Eligible Collateral Certificate.

     

    (e)           Insolvency.  As
      of the Addition Date, no Insolvency Event with respect to the Trust has occurred
      and the pledge by the Trust of the Additional Collateral Certificate to the
      Collateral Agent has not been made in contemplation of the occurrence
      thereof.

     

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

     

    


    
      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      

    

    


    (g)           No
      Conflict.  The execution and delivery by the Trust of this
      Assignment, the performance of the transactions contemplated by the Assignment
      and the fulfillment of the terms thereof applicable to the Trust, will not
      conflict with or violate any Requirements of Law applicable to the Trust or
      conflict with, result in any breach of any of the material terms and provisions
      of, or constitute (with or without notice or lapse of time or both) a material
      default under, any indenture, contract, agreement, mortgage, deed of trust
      or
      other instrument to which the Trust is a party or by which it or its properties
      are bound.

     

    (h)           No
      Proceedings.  There are no proceedings or investigations, pending
      or, to the best knowledge of the Trust, threatened against the Trust before
      any
      court, regulatory body, administrative agency or other tribunal or governmental
      instrumentality (i) asserting the invalidity of the Assignment, (ii) seeking
      to
      prevent the consummation of any of the transactions contemplated by the
      Assignment, (iii) seeking any determination or ruling that, in the reasonable
      judgment of the Trust, would materially and adversely affect the performance
      by
      the Trust of its obligations under the Assignment or (iv) seeking any
      determination or ruling that would materially and adversely affect the validity
      or enforceability of the Assignment.

     

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

     

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

     

    


    


    
      
        
          
          

        

        
          C-8

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but
                solely
                as Administrator on behalf of the Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 


    

    


     

    :

    


    
      
        
          
          

        

        
          C-9

          
            

          

        

        
          
          

        

      

    

    


     

     

    Exhibit
      D

     

    FORM
      OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

    INCLUDED
      IN ASSET POOL ONE

    (as
      required by subsection 2.5(b)(ii) of the Asset Pool One Supplement)

     

     

    REASSIGNMENT
      NO. _______ OF RECEIVABLES INCLUDED IN ASSET POOL ONE (this “Reassignment”),
      dated as of _________, by and between the CHASE ISSUANCE TRUST (the “Trust”) and
      WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Collateral Agent”), pursuant to the
      Asset Pool One Supplement referred to below.

     

     

    W
      I T N E S S E T H:

     

     

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

     

     

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

     

     

    WHEREAS,
      the Collateral Agent is willing to accept such designation and to reassign
      the
      Asset Pool One Receivables in the Removed Asset Pool One Accounts subject to
      the
      terms and conditions hereof;

     

     

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

     

     

    1.           Defined
      Terms.  All terms defined in the Asset Pool One Supplement and
      used herein shall have such defined meanings when used herein, unless otherwise
      defined herein.

     

     

    “Removal
      Cut-Off Date” shall mean, with respect to the Removed Asset Pool One
      Accounts designated hereby, ___________

     

     

    “Removal
      Date” shall mean, with respect to the Removed Asset Pool One Accounts
      designated hereby, _____________

     

     

    “Removal
      Notice Date” shall mean, with respect to the Removed Asset Pool One
      Accounts, ___________.

     

     

    2.           Designation
      of Removed Asset Pool One Accounts.  No later than five Business
      Days after the Removal Date, or as otherwise agreed upon between the Trust
      and
      the Collateral Agent, the Trust will deliver to the Collateral Agent a true
      and
      complete list (in the form of a

     

    


    
      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

    

    


    computer
      file, microfiche list, CD-ROM or such other form as is agreed upon between
      the
      Transferor and the Collateral Agent) of all Removed Asset Pool One Accounts,
      identified by account number and the aggregate amount of Asset Pool One
      Principal Receivables in each Removed Asset Pool One Account as of the Removal
      Cut-Off Date, which list shall, as of the Removal Date, modify and amend and
      be
      incorporated into and made a part of this Reassignment and the Asset Pool One
      Supplement.

     

    3.           Reassignment
      of Receivables.  The Collateral Agent does hereby reassign to the
      Trust, without recourse, on and after the Removal Date, all right, title and
      interest of the Collateral Agent in, to and under the Asset Pool One Receivables
      now existing and hereafter created from time to time in the Removed Asset Pool
      One Accounts, all Interchange and Recoveries related thereto, all monies due
      or
      to become due (including all Asset Pool One Finance Charge Receivables) and
      all
      amounts received or receivable with respect thereto and all proceeds (as defined
      in the UCC as in effect in the applicable jurisdiction) thereof (the “Removed
      Collateral”).

     

     

    4.           Conditions
      Precedent.  The reassignment  hereunder of the Asset
      Pool One Receivables in the Removed Asset Pool One Accounts and the amendment
      of
      the Asset Pool One Supplement pursuant to Section 7 of this Reassignment are
      each subject to the satisfaction, on or prior to the Removal Date, of the
      conditions set forth in subsection 2.5(b) of the Asset Pool One
      Supplement.

     

     

    5.           Representations
      and Warranties.  The Trust hereby represents and warrants to the
      Collateral Agent as of the Removal Date that:

     

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

     

    (b)           List
      of Removed Accounts.  The list of Removed Asset Pool One Accounts
      delivered pursuant to subsection 2.5(b)(ii) of the Asset Pool One Supplement,
      as
      of the Removal Date, is true and complete in all material respects.

     

     

    6.           Representations
      and Warranties of the Servicer.  No selection procedures believed
      by the Servicer to be materially adverse to the interests of the Asset Pool
      One
      Noteholders were utilized in selecting the Removed Asset Pool One Accounts
      to be
      removed from the Trust and (I) a random selection procedure was used by the
      Servicer in selecting the Removed Asset Pool One Accounts and only one such
      removal of randomly selected Accounts shall occur in the then current Monthly
      Period, (II) the Removed Asset Pool One Accounts arose pursuant to an affinity,
      private-label, agent-bank, co-branding or other arrangement with a third party
      that has been cancelled by such third party or has expired without renewal
      and
      which by its terms permits the third party to repurchase the Removed Asset
      Pool
      One Accounts subject to such arrangement, upon such cancellation or non-renewal
      and the third party has exercised such repurchase right or

     

    


    
      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

    

    


    (III)
      the Removed Asset Pool One Accounts were selected using another method that
      will
      not preclude transfers from being accounted for as sales under generally
      accepted accounting principles or prevent the Trust from continuing to qualify
      as a qualifying special purpose entity in accordance with SFAS 140.

     

    7.           Amendment
      of the Asset Pool One Supplement.  The Asset Pool One Supplement
      is hereby amended to provide that all references therein to the “Asset Pool One
      Supplement,” to “this Asset Pool One Supplement” and to “herein” shall be deemed
      from and after the Removal Date to be a dual reference to the Asset Pool One
      Supplement as supplemented by this Reassignment.  All references
      therein to the Asset Pool One Accounts shall be deemed not to include the
      Removed Asset Pool One Accounts designated hereunder and all references to
      Asset
      Pool One Receivables shall be deemed not to include the Asset Pool One
      Receivables reassigned hereunder.  Except as expressly amended hereby,
      all of the representations, warranties, terms, covenants and conditions of
      the
      Asset Pool One Supplement shall remain unamended and shall continue to be,
      and
      shall remain, in full force and effect in accordance with its terms and except
      as expressly provided herein shall not constitute or be deemed to constitute
      a
      waiver of compliance with or a consent to noncompliance with any term or
      provision of the Asset Pool One Supplement.

     

     

    8.           Release.

     

    (a)           The
      Collateral Agent hereby expressly terminates, relinquishes, releases, discharges
      and renders ineffective any and all security interests, liens, mortgages and
      encumbrances, as against the Trust, any transferee of the Trust and any person
      claiming title to or an interest in the Removed Collateral through any such
      person, or any successor or assign of any of the foregoing (all such persons
      and
      entities being referred to individually as a “Transferee” and collectively as
      the “Transferees”), any and all right, title, benefit, interest or claim
      whatsoever, present or future, actual or contingent (collectively, “Rights”),
      owned or held by the Collateral Agent to, against or in respect of the Removed
      Collateral.

     

    (b)           In
      case any provision of this Reassignment shall be rendered invalid, illegal
      or
      unenforceable in any jurisdiction, the Collateral Agent hereby acknowledges
      that
      its interest in the Removed Collateral is subordinate and junior to the security
      interest of any Transferee and hereby expressly agrees that any security
      interest it may have in any Removed Collateral is and shall remain subordinate
      and junior to all security interests granted by a Transferee, regardless of
      the
      time of the recording, perfection or filing thereof or with respect
      thereto.

     

    (c)           The
      Collateral Agent acknowledges and agrees that the Transferees and their
      representatives are expressly entitled to rely on the provisions of this Section
      8, it being the intent of the Collateral Agent that the Transferees will acquire
      title to the Removed Collateral purchased by them free of any Rights owned
      or
      held by the Collateral Agent to, against or in respect of the Removed
      Collateral.

     

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

     

    


    
      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

    

     

     

     

               
      10.           GOVERNING
      LAW.  THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

     

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

     

     

    12.           Authorization.  The
      Collateral Agent hereby authorizes the Trust, or any agent designated by the
      Trust, to file any financing statements or continuation statements, and
      amendments to financing statements, in any jurisdictions and with any filing
      offices as the Trust may determine, in its sole discretion, are necessary or
      advisable to reflect the reassignment to the Trust pursuant to Section 3
      hereof.  Such financing statements may describe the collateral in the
      same manner as described herein or may contain an indication or description
      of
      collateral that describes such property in any other manner as the Trust may
      determine, in its sole discretion, is necessary, advisable or prudent to ensure
      the perfection of the security interest in the collateral granted to the Trust
      in connection herewith, including, without limitation, describing such property
      as “all assets” or “all personal property.”

     

    


    


    
      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee
                on behalf of the Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	 	 	
              WELLS
                FARGO BANK,

              NATIONAL
                ASSOCIATION, as Collateral Agent

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      1 (to Exhibit D)

     

    LIST
      OF REMOVED ASSET POOL ONE ACCOUNTS

     

     

    [Delivered
      to the Owner Trustee]

     

    


    
      
        
          
          

        

        
          D-6

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      2-A (to Exhibit D)

     

    Chase
      Issuance Trust

     

     

    Officer’s
      Certificate

     

     

    __________________,
      a duly authorized officer of Chase Bank USA, National Association, as
      administrator (the “Administrator”) for the Chase Issuance Trust (the “Trust”),
      hereby certifies and acknowledges on behalf of the Trust that to the best of
      [his/her] knowledge the following statements are true on _______________ (the
      “Removal Date”), and acknowledges on behalf of the Trust that this Officer’s
      Certificate will be relied upon by Wells Fargo Bank, National Association
      (“Wells Fargo”), as collateral agent (the “Collateral Agent”) in connection with
      the Collateral Agent entering into Reassignment No. ___ of Receivables in
      Removed Accounts, dated as of _______________ (the “Reassignment”), by and
      between the Trust and the Collateral Agent, in connection with the Second
      Amended and Restated Asset Pool One Supplement, dated as of December 19, 2007
      (as heretofore supplemented and amended, the “Asset Pool One Supplement”), by
      and between the Trust and Wells Fargo as indenture trustee (the “Indenture
      Trustee”) and Collateral Agent.  The undersigned hereby certifies and
      acknowledges on behalf of the Trust that:

     

     

    (a)           Conditions
      Precedent.  All of the requirements for the removal of Accounts
      set forth under subsection 2.5(b) of the Asset Pool One Supplement shall have
      been satisfied in all material respects on the Removal Date.

     

     

    (b)           Delivery
      of Reassignment.  On or prior to the Removal Date, the Trust has
      delivered to the Collateral Agent, for execution, the Reassignment and within
      five Business Days after the Removal Date, the Trust shall deliver to the
      Collateral Agent a true and complete list (in the form of a computer file,
      microfiche list, CD-ROM or such other form as is agreed upon between the
      Transferor and the Collateral Agent) of the Removed Asset Pool One Accounts,
      identified by account number and the aggregate amount of the Asset Pool One
      Receivables in each Removed Asset Pool One Account as of the Removal Cut-Off
      Date and such list shall, as of the Removal Date, modify and amend and be
      incorporated into and made a part of the Reassignment and the Asset Pool One
      Supplement.

     

     

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

     

     

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

     

    


    


    
      
        
          
          

        

        
          D-7

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	
              CHASE
                ISSUANCE TRUST

            
	 	 	 
	 	 	
              By:

            	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but
                solely
                as Administrator on behalf of the Trust

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    
      
        
          
          

        

        
          D-8

          
            

          

        

        
          
          

        

      

    

    


     

    Schedule
      2-B (to Exhibit D)

     

    Chase
      Bank USA, National Association

     

     

    Chase
      Issuance Trust

     

     

    Officer’s
      Certificate

     

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

     

    (a)           (x)
      a random selection procedure was used by the Servicer in selecting the Removed
      Asset Pool One Accounts and only one such removal of randomly selected Accounts
      shall occur in the then current Monthly Period, (y) the Removed Asset Pool
      One
      Accounts arose pursuant to an affinity, private-label, agent-bank, co-branding
      or other arrangement with a third party that has been cancelled by such third
      party or has expired without renewal and which by its terms permits the third
      party to repurchase the Removed Asset Pool One Accounts subject to such
      arrangement, upon such cancellation or non-renewal and the third party has
      exercised such repurchase right or (z) the Removed Asset Pool One Accounts
      were
      selected using another method that will not preclude transfers from being
      accounted for as sales under generally accepted accounting principles or prevent
      the Trust from continuing to qualify as a qualifying special purpose entity
      in
      accordance with SFAS 140 (or any relevant replacement statement);
      and

     

    (b)           
      on or before the Removal Notice Date specified in the Reassignment, the Servicer
      gave each Note Rating Agency written notice that the Asset Pool One Receivables
      from the Removed Asset Pool One Accounts are to be reassigned to the Trust
      or
      its designee, specifying the date for removal of the Removed Asset Pool One
      Accounts.

     

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

     

    


    
      
        
          
          

        

        
          D-9

          
            

          

        

        
          
          

        

      

    

    


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

     

    
      	 	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, as Servicer

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    
      
        
          
          

        

        
          D-10

          
            

          

        

        
          
          

        

      

    

    


     

     

     

    Exhibit
      E-1

     

    CHASE
      ISSUANCE TRUST

    Form
      of Monthly Payment Instructions and Notification to the

    First
      USA Credit Card Master Trust Trustee

    First
      USA Credit Card Master Trust Collateral Certificate

     

    Monthly
      Period:  [                  ]
      20[   ]

     

    1.           Unless
      otherwise specified herein, capitalized terms used in this certificate have
      their respective meanings set forth in the First USA Credit Card Master Trust
      Pooling and Servicing Agreement, as supplemented by the Series 2002-CC
      Supplement, dated as of October 15, 2004, each as between Chase Bank USA,
      National Association and The Bank of New York (Delaware), as trustee of the
      First USA Credit Card Master Trust (collectively, the “Agreement”).

     

    2.           Chase
      Bank USA, National Association is, as of the date hereof, the Transferor,
      Servicer and Administrator under the Transfer and Servicing
      Agreement.

     

    3.           The
      undersigned is a Servicing Officer.

     

    4.           The
      Proposed Principal Shortfall Amount for the related Monthly Period which the
      Series 2002-CC Certificateholder requests to be made in accordance with Section
      3.13 of the Asset Pool One Supplement is $_______________.

     

    5.           The
      Additional Invested Amount which the Series 2002-CC Certificateholder requests
      to purchase from the First USA Credit Card Master Trust on the related Transfer
      Date is $_______________.

     

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this
      certificate on this _____ day of _____________.

     

    
      	 	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, as Servicer

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


     

    


     

    


    
      
        
          
          

        

        
          E-1-1

          
            

          

        

        
          
          

        

      

    

    


     

     

    Exhibit
      E-2

     

    CHASE
      ISSUANCE TRUST

    Form
      of Monthly Payment Instructions and Notification to the

    Chase
      Credit Card Master Trust Trustee

    Chase
      Credit Card Master Trust Collateral Certificate

     

    Monthly
      Period:  [                  ]
      20[   ]

     

    1.         Unless
      otherwise specified herein, capitalized terms used in this certificate have
      their respective meanings set forth in the Chase Credit Card Master Trust
      Pooling and Servicing Agreement, as supplemented by the Series 2004-CC
      Supplement, dated as of October 20, 2004, each as between Chase Bank USA,
      National Association and The Bank of New York, as trustee of the Chase Credit
      Card Master Trust (collectively, the “Agreement”).

     

    2.         Chase
      Bank USA, National Association is, as of the date hereof, the Transferor,
      Servicer and Administrator under the Agreement.

     

    3.         The
      undersigned is a Servicing Officer.

     

    4.         The
      Proposed Principal Shortfall Amount for the related Monthly Period which the
      Series 2004-CC Certificateholder requests to be made in accordance with Section
      3.13 of the Asset Pool One Supplement is $_______________.

     

    5.         The
      Additional Invested Amount which the Series 2004-CC Certificateholder requests
      to purchase from the Chase Credit Card Master Trust on the related Transfer
      Date
      is $_______________.

     

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this
      certificate on this _____ day of _____________.

     

    
      	 	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, as Servicer

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    
      
        
          
          

        

        
          E-2-1

          
            

          

        

        
          
          

        

      

    

    


     

     

    Exhibit
      F

     

    CHASE
      ISSUANCE TRUST

    Form
      of Asset Pool One Monthly Servicer’s Certificate

     

    Monthly
      Period:  [                      ]
      20[  ]

     

    1.          Capitalized
      terms used in this certificate have their respective meanings set forth in
      the
      Third Amended and Restated Indenture, dated as of December 19, 2007, and the
      Second Amended and Restated Asset Pool One Supplement, dated as of December
      19,
      2007, each between the Chase Issuance Trust and Wells Fargo Bank, National
      Association, and, with respect to the First USA Credit Card Master Trust, the
      Third Amended and Restated Pooling and Servicing Agreement, dated as of December
      19, 2007 between Chase Bank USA, National Association and The Bank of New York
      (Delaware) or, with respect to the Chase Credit Card Master Trust, the Fifth
      Amended and Restated Pooling and Servicing Agreement, dated as of December
      19,
      2007, between Chase Bank USA, National Association and The Bank of New
      York.

     

    2.         Chase
      Bank USA, National Association is, as of the date hereof, the Transferor,
      Servicer and Administrator under the Transfer and Servicing
      Agreement.

     

    3.         The
      undersigned is a Servicing Officer.

     

    4.         Collateral
      of Asset Pool One as of the last day of the related Monthly Period:

     

    Collateral
      Certificates                                                      $

     

    Principal
      Receivables                                                      $

     

    Excess
      Funding
      Amount                                                      $________________

     

    TOTAL:                                        $

     

    5a.       The
      Nominal Liquidation Amount of all Asset Pool One Notes as of the last day of
      the
      related Monthly Period:

     

    CHASEseries                                        $________________

     

    TOTAL                                        $

     

    5b.       Asset
      Pool One Transferor Amount as of the last day of the related Monthly Period
      is
      $______________.

     

    5c.       Asset
      Pool One Required Transferor Amount for the related Monthly Period is
      $______________.

     

    5d.       Asset
      Pool One Pool Balance for the related Monthly Period is
      $___________.

     

    5e.       Asset
      Pool One Minimum Pool Balance for the related Monthly Period is
      $_________.

     

    


    
      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

    

    


    6a.       The
      aggregate amount of Collections of Principal Receivables received by Asset
      Pool
      One for the related Monthly Period is $______________.

     

    6b.       The
      aggregate amount of Collections of Principal Receivables allocated pursuant
      to
      Section 3.3 of the Asset Pool One Supplement for the related Monthly
      Period:

     

    CHASEseries                                                     _____%$______________

     

    TOTAL                                                     %$

     

    7a.        The
      aggregate amount of Collections of Finance Charge Receivables received by Asset
      Pool One for the related Monthly Period is $______________.

     

    7b.        The
      aggregate amount of Collections of Finance Charge Receivables allocated pursuant
      to subsection 3.2(a) of the Asset Pool One Supplement for the related Monthly
      Period:

     

    CHASEseries                                                     _____%$______________

     

    TOTAL                                                     %$

     

    8a.        The
      Asset Pool One Servicing Fee for the related Monthly Period is
      $_________.

     

    8b.        The
      Asset Pool One Servicing Fee allocated to each Series pursuant to subsection
      3.4(b) of the Asset Pool One Supplement for the related Monthly
      Period:

     

    CHASEseries                                                     _____%$______________

     

    TOTAL                                                     %$

     

    9a.        The
      Asset Pool One Default Amount for the related Monthly Period is
      $_________.

     

    9b.        The
      Asset Pool One Default Amount allocated to each Series pursuant to subsection
      3.2(b) of the Asset Pool One Supplement for the related Monthly
      Period:

     

    CHASEseries                                                     _____%$______________

     

    TOTAL                                                     %$

     

    10.        The
      percentage of outstanding balances in Asset Pool One that were delinquent as
      of
      the end of the day of the last day of the related Monthly Period:

     

    
      	
              30-59
                days

            	
              %

            
	
              60-89
                days

            	
              %

            
	
              90-119
                days

            	
              %

            
	
              120-149
                days

            	
              %

            
	
              150-179
                days

            	
              %

            
	
              180
                or more days

            	
              %__________

            
	
              TOTAL

            	
              %

            


    

    


    
      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this
      Certificate on this _______ day of ___________.

     

    
      	 	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION, as Servicer

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    


    


    
      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

        

      

    

    


    


     

    Schedule
      1

    


    LIST
      OF ASSET POOL ONE ACCOUNTS

    Delivered
      to the Collateral Agent

    [Deemed
      Incorporated]

     

     

    
Schedule
      1-1