ex10-4.htm


     

    
      Exhibit
        10.4 

      
      

      EXECUTION
        COPY  


    

    


     

    CHASE
      BANK USA, NATIONAL ASSOCIATION

    Transferor
      and Servicer

     

    and

     

    THE
      BANK OF NEW YORK

    Trustee
      and Paying Agent

     

     

    on
      behalf of the

    Certificateholders

    of


     

    CHASE
      CREDIT CARD MASTER TRUST

     

    _________________________________

     

     

    FIFTH
      AMENDED AND RESTATED

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as of December 19, 2007

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    TABLE
      OF CONTENTS

    Page

     

    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              2

            
	
              Section
                1.1

            	
              Definitions

            	
              2

            
	
              Section
                1.2

            	
              Other
                Definitional Provisions.

            	
              22

            
	
              ARTICLE
                II

            	
              CONVEYANCE
                OF RECEIVABLES; ISSUANCE OF CERTIFICATES

            	
              24

            
	
              Section
                2.1

            	
              Conveyance
                of Receivables

            	
              24

            
	
              Section
                2.2

            	
              Acceptance
                by Trustee

            	
              26

            
	
              Section
                2.3

            	
              Representations
                and Warranties of the Transferor

            	
              26

            
	
              Section
                2.4

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

            	
              28

            
	
              Section
                2.5

            	
              Covenants
                of the Transferor

            	
              33

            
	
              Section
                2.6

            	
              Addition
                of Accounts

            	
              35

            
	
              Section
                2.7

            	
              Removal
                of Accounts

            	
              38

            
	
              ARTICLE
                III

            	
              ADMINISTRATION
                AND SERVICING OF RECEIVABLES

            	
              41

            
	
              Section
                3.1

            	
              Acceptance
                of Appointment and Other Matters Relating to the Servicer

            	
              41

            
	
              Section
                3.2

            	
              Servicing
                Compensation

            	
              43

            
	
              Section
                3.3

            	
              Representations
                and Warranties of the Servicer

            	
              43

            
	
              Section
                3.4

            	
              Reports
                and Records for the Trustee

            	
              44

            
	
              Section
                3.5

            	
              Annual
                Servicer’s Certificates

            	
              45

            
	
              Section
                3.6

            	
              Annual
                Independent Accountants’ Servicing Report

            	
              46

            
	
              Section
                3.7

            	
              Tax
                Treatment

            	
              46

            
	
              Section
                3.8

            	
              Notices
                to the Transferor

            	
              46

            
	
              ARTICLE
                IV

            	
              RIGHTS
                OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF
                COLLECTIONS

            	
              48

            
	
              Section
                4.1

            	
              Rights
                of Certificateholders

            	
              48

            
	
              Section
                4.2

            	
              Establishment
                of Accounts

            	
              48

            
	
              Section
                4.3

            	
              Collections
                and Allocations

            	
              50

            
	
              Section
                4.4

            	
              Allocations
                During Funding Period

            	
              52

            
	
              Section
                4.5

            	
              [RESERVED]

            	
              53

            


    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                V

            	
              [ARTICLE
                V IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT WITH 

              RESPECT
                TO ANY SERIES]

            	
              54

            
	
              ARTICLE
                VI

            	
              THE
                CERTIFICATES

            	
              55

            
	
              Section
                6.1

            	
              The
                Certificates

            	
              55

            
	
              Section
                6.2

            	
              Authentication
                of Certificates

            	
              55

            
	
              Section
                6.3

            	
              Registration
                of Transfer and Exchange of Certificates

            	
              56

            
	
              Section
                6.4

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	
              58

            
	
              Section
                6.5

            	
              Persons
                Deemed Owners

            	
              59

            
	
              Section
                6.6

            	
              Appointment
                of Paying Agent

            	
              59

            
	
              Section
                6.7

            	
              Access
                to List of Certificateholders’ Names and Addresses

            	
              60

            
	
              Section
                6.8

            	
              Authenticating
                Agent

            	
              61

            
	
              Section
                6.9

            	
              New
                Issuances

            	
              62

            
	
              Section
                6.10

            	
              Book
                Entry Certificates

            	
              64

            
	
              Section
                6.11

            	
              Notices
                to Clearing Agency

            	
              64

            
	
              Section
                6.12

            	
              Definitive
                Certificates

            	
              64

            
	
              Section
                6.13

            	
              Global
                Certificate

            	
              65

            
	
              Section
                6.14

            	
              Meetings
                of Certificateholders

            	
              65

            
	
              ARTICLE
                VII

            	
              OTHER
                MATTERS RELATING TO THE TRANSFEROR

            	
              66

            
	
              Section
                7.1

            	
              Liability
                of the Transferor

            	
              66

            
	
              Section
                7.2

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

            	
              66

            
	
              Section
                7.3

            	
              Limitation
                of Liability

            	
              67

            
	
              Section
                7.4

            	
              Liabilities

            	
              67

            
	
              ARTICLE
                VIII

            	
              OTHER
                MATTERS RELATING TO THE SERVICER

            	
              69

            
	
              Section
                8.1

            	
              Liability
                of the Servicer

            	
              69

            
	
              Section
                8.2

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

            	
              69

            
	
              Section
                8.3

            	
              Limitation
                of Liability of the Servicer and Others

            	
              69

            
	
              Section
                8.4

            	
              Servicer
                Indemnification of the Trust and the Trustee

            	
              70

            
	
              Section
                8.5

            	
              The
                Servicer Not to Resign

            	
              70

            
	
              Section
                8.6

            	
              Access
                to Certain Documentation and Information Regarding the
                Receivables

            	
              71

            
	
              Section
                8.7

            	
              Delegation
                of Duties

            	
              71

            
	
              Section
                8.8

            	
              Examination
                of Records

            	
              71

            
	
              ARTICLE
                IX

            	
              PAY
                OUT EVENTS

            	
              72

            
	
              Section
                9.1

            	
              Pay
                Out Events

            	
              72

            
	
              Section
                9.2

            	
              Additional
                Rights Upon the Occurrence of Certain Events

            	
              72

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                X

            	
              SERVICER
                DEFAULTS

            	
              74

            
	
              Section
                10.1

            	
              Servicer
                Defaults

            	
              74

            
	
              Section
                10.2

            	
              Trustee
                to Act; Appointment of Successor

            	
              76

            
	
              Section
                10.3

            	
              Notification
                to Certificateholders

            	
              77

            
	
              Section
                10.4

            	
              Waiver
                of Past Defaults

            	
              77

            
	
              ARTICLE
                XI

            	
              THE
                TRUSTEE

            	
              79

            
	
              Section
                11.1

            	
              Duties
                of Trustee

            	
              79

            
	
              Section
                11.2

            	
              Certain
                Matters Affecting the Trustee

            	
              80

            
	
              Section
                11.3

            	
              Trustee
                Not Liable for Recitals in Certificates

            	
              82

            
	
              Section
                11.4

            	
              Trustee
                May Own Certificates

            	
              82

            
	
              Section
                11.5

            	
              The
                Servicer to Pay Trustee’s Fees and Expenses

            	
              82

            
	
              Section
                11.6

            	
              Eligibility
                Requirements for Trustee

            	
              82

            
	
              Section
                11.7

            	
              Resignation
                or Removal of Trustee

            	
              83

            
	
              Section
                11.8

            	
              Successor
                Trustee

            	
              83

            
	
              Section
                11.9

            	
              Merger
                or Consolidation of Trustee

            	
              84

            
	
              Section
                11.10

            	
              Appointment
                of Co Trustee or Separate Trustee

            	
              84

            
	
              Section
                11.11

            	
              Tax
                Returns

            	
              85

            
	
              Section
                11.12

            	
              Trustee
                may Enforce Claims Without Possession of Certificates

            	
              85

            
	
              Section
                11.13

            	
              Suits
                for Enforcement

            	
              86

            
	
              Section
                11.14

            	
              Rights
                of Certificateholders to Direct Trustee

            	
              86

            
	
              Section
                11.15

            	
              Representations
                and Warranties of Trustee

            	
              86

            
	
              Section
                11.16

            	
              Maintenance
                of Office or Agency

            	
              86

            
	
              ARTICLE
                XII

            	
              TERMINATION

            	
              88

            
	
              Section
                12.1

            	
              Termination
                of Trust

            	
              88

            
	
              Section
                12.2

            	
              Optional
                Purchase

            	
              89

            
	
              Section
                12.3

            	
              Final
                Payment with Respect to any Series

            	
              89

            
	
              Section
                12.4

            	
              Termination
                Rights of Holder of Transferor Certificate

            	
              90

            
	
              ARTICLE
                XIII

            	
              MISCELLANEOUS
                PROVISIONS

            	
              92

            
	
              Section
                13.1

            	
              Amendment

            	
              92

            
	
              Section
                13.2

            	
              Protection
                of Right, Title and Interest to Trust

            	
              93

            
	
              Section
                13.3

            	
              Limitation
                on Rights of Certificateholders

            	
              94

            
	
              Section
                13.4

            	
              GOVERNING
                LAW

            	
              95

            
	
              Section
                13.5

            	
              Notices

            	
              95

            
	
              Section
                13.6

            	
              Severability
                of Provisions

            	
              96

            
	
              Section
                13.7

            	
              Assignment

            	
              96

            
	
              Section
                13.8

            	
              Certificates
                Non Assessable and Fully Paid

            	
              96

            
	
              Section
                13.9

            	
              Further
                Assurances

            	
              96

            
	
              Section
                13.10

            	
              No
                Waiver; Cumulative Remedies

            	
              96

            
	
              Section
                13.11

            	
              Counterparts

            	
              96

            
	
              Section
                13.12

            	
              Third
                Party Beneficiaries

            	
              96

            


    

    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                13.13

            	
              Actions
                by Certificateholders

            	
              97

            
	
              Section
                13.14

            	
              Rule
                144A Information

            	
              97

            
	
              Section
                13.15

            	
              Merger
                and Integration

            	
              97

            
	
              Section
                13.16

            	
              Headings

            	
              97

            
	
              Section
                13.17

            	
              Characterization
                of the Trust

            	
              97

            
	
              Section
                13.18

            	
              Fiscal
                Year

            	
              97

            
	
              Section
                13.19

            	
              Consequential
                Damages

            	
              97

            
	
              Section
                13.20

            	
              Force
                Majeure

            	
              98

            
	
              Section
                13.21

            	
              Waiver
                of Jury Trial

            	
              98

            
	
              ARTICLE
                XIV

            	
              COMPLIANCE
                WITH REGULATION AB

            	
              99

            
	
              Section
                14.1

            	
              Intent
                of the Parties; Reasonableness

            	
              99

            
	
              Section
                14.2

            	
              Additional
                Representations and Warranties of the Trustee

            	
              99

            
	
              Section
                14.3

            	
              Information
                to Be Provided by the Trustee

            	
              100

            
	
              Section
                14.4

            	
              Trustee’s
                Report on Assessment of Compliance and Attestation

            	
              101

            
	
              Section
                14.5

            	
              Information
                to Be Provided by the Paying Agent

            	
              101

            
	
              Section
                14.6

            	
              Paying
                Agent’s Report on Assessment of Compliance and Attestation

            	
              102

            
	
              Section
                14.7

            	
              Additional
                Representations and Warranties of the Servicer

            	
              102

            
	
              Section
                14.8

            	
              Information
                to Be Provided by the Servicer

            	
              103

            
	
              Section
                14.9

            	
              Servicer’s
                Report on Assessment of Compliance and Attestation

            	
              105

            
	
              Section
                14.10

            	
              Use
                of Subservicers and Servicing Participants

            	
              106

            


    

    


    


    


    EXHIBITS

    


    
      	
              Exhibit
                A

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                B

            	
              Form
                of Assignment of Receivables in Additional Accounts

            
	
              Exhibit
                C

            	
              Form
                of Monthly Servicer’s Certificate

            
	
              Exhibit
                D

            	
              Form
                of Annual Servicer’s Certificate

            
	
              Exhibit
                E

            	
              Form
                of Annual Opinion of Counsel

            
	
              Exhibit
                F

            	
              Form
                of Reassignment of Receivables

            
	
              Exhibit
                G

            	
              Form
                of Reconveyance of Receivables

            
	
              Exhibit
                H

            	
              Form
                of Annual Certification

            
	
              Exhibit
                I

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

            
	
              Exhibit
                J

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance (Paying
                Agent)

            
	
              Exhibit
                K

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

            
	
              Exhibit
                L

            	
              Form
                of Trustee’s Regulation AB
                Certificate

            


    

    


    SCHEDULES

     

    Schedule
      1                       List
      of Accounts (Deemed Incorporated)

    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    


     

    FIFTH
      AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of December
      19,
      2007 (this “Agreement”), by and between CHASE BANK USA, NATIONAL
      ASSOCIATION, a national banking association (“Chase USA”), as transferor
      (the “Transferor”) and as servicer (the “Servicer”) and THE BANK
      OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”)
      and as paying agent (the “Paying Agent”) of the Chase Credit Card Master
      Trust (the “Trust”).

     

    WHEREAS,
      JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and successor
      to
      Chemical Bank and a predecessor entity to JPMorgan Chase Bank, National
      Association, a national banking association), a New York banking corporation,
      and the Trustee were parties to a Pooling and Servicing Agreement, dated as
      of
      October 19, 1995 (the “Original Pooling and Servicing
      Agreement”);

     

    WHEREAS,
      Chase USA (formerly known as Chase Manhattan Bank USA, National Association
      and
      The Chase Manhattan Bank (USA)), as transferor on and after June 1, 1996,
      JPMorgan Chase Bank, as transferor prior to June 1, 1996 and as servicer, and
      the Trustee were parties to an Amended and Restated Pooling and Servicing
      Agreement, dated as of June 1, 1996 (the “Amended and Restated Pooling and
      Servicing Agreement”), which amended and restated the Original Pooling and
      Servicing Agreement in its entirety;

     

    WHEREAS,
      all of the parties to the Amended and Restated Pooling and Servicing Agreement
      (or the respective successor entities thereto) were parties to a Second Amended
      and Restated Pooling and Servicing Agreement, dated as of September 1, 1996
      (the
“Second Amended and Restated Pooling and Servicing Agreement”), which
      amended and restated the Amended and Restated Pooling and Servicing Agreement
      in
      its entirety;

     

    WHEREAS,
      all of the parties to the Second Amended and Restated Pooling and Servicing
      Agreement (or the respective successor entities thereto) were parties to a
      Third
      Amended and Restated Pooling and Servicing Agreement, dated as of November
      15,
      1999, as amended by the First Amendment thereto, dated as of March 31, 2001,
      the
      Second Amendment thereto, dated as of March 1, 2002, the Third Amendment
      thereto, dated as of July 15, 2004, the Fourth Amendment thereto, dated as
      of
      October 15, 2004 and the Fifth Amendment thereto, dated as of February 1, 2006
      (as amended, supplemented or otherwise modified, the “Third Amended and
      Restated Pooling and Servicing Agreement”), which amended and restated the
      Second Amended and Restated Pooling and Servicing Agreement in its
      entirety;

     

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


    
      
              

                  Fifth
            A&R CHAMT
            PSA      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    WHEREAS,
      subsection 13.1(b) of the Fourth Amended and Restated Pooling and Servicing
      Agreement provides that the Servicer, the Transferor and the Trustee, without
      the consent of any of the Certificateholders, may amend the Fourth Amended
      and
      Restated Pooling and Servicing Agreement from time to time so long as (i) the
      Trustee shall have received an Officer’s Certificate from the Servicer to the
      effect that such amendment will not materially and adversely affect the
      interests of any Certificateholder and will not significantly change the
      Permitted Activities of the Trust, (ii) the Servicer shall have provided a
      Tax
      Opinion with respect to such amendment and (iii) the Servicer shall have
      provided at least ten (10) Business Days’ prior written notice to each Rating
      Agency of such amendment and the Rating Agency Condition shall have been
      satisfied;

     

    WHEREAS,
      (i) the Trustee has received an Officer’s Certificate from the Servicer to the
      effect that such amendment will not materially and adversely affect the
      interests of any Certificateholder and will not significantly change the
      Permitted Activities of the Trust; (ii) the Servicer has provided a Tax Opinion
      with respect to such amendment and (iii) the Rating Agency Condition has been
      satisfied; and

     

    WHEREAS,
      the parties (or successor entities thereto) to the Fourth Amended and Restated
      Pooling and Servicing Agreement desire to amend and restate the Fourth Amended
      and Restated Pooling and Servicing Agreement to read in its entirety as set
      forth below.

     

    NOW,
      THEREFORE, pursuant to subsection 13.1(b) of the Fourth Amended and Restated
      Pooling and Servicing Agreement, the parties hereto hereby agree that, effective
      on and as of the date hereof, the Fourth Amended and Restated Pooling and
      Servicing Agreement is hereby amended to read in its entirety as
      follows:

     

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

    


     

    ARTICLE
      I

     

    


     

    DEFINITIONS

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

     

    “Account”
      shall mean each VISA® and MasterCard®1
      credit card account established pursuant to a
      Credit Card Agreement between the Transferor and any Person identified by
      account number and by the Receivable balance as of the Cut-Off Date
      or  as of an Addition Date in a list (in the form of a computer file,
      microfiche list, CD-ROM or such other form as is agreed upon between the
      Transferor and the Trustee) delivered to the Trustee by the Transferor pursuant
      to Section 2.1 or 2.6.  The definition of Account shall include
      each

    

      

    

    
      
        	
                1

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

              


      

    

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    Transferred
      Account.  The term “Account” shall be deemed to refer to an Additional
      Account only from and after the Addition Date with respect thereto, and the
      term
“Account” shall be deemed to refer to any Removed Account only prior to the
      Removal Date with respect thereto.

     

    “Account
      Information” shall have the meaning specified in subsection
      2.2(b).

     

    “Accumulation
      Period” shall mean, with respect to any Series, or any Class within a
      Series, a period following the Revolving Period during which Collections of
      Principal Receivables are accumulated in an account for the benefit of the
      Investor Certificateholders of a Series, or a Class within such Series, which
      shall be the controlled accumulation period, the rapid accumulation period
      or
      other accumulation period, in each case as defined with respect to such Series
      in the related Supplement.

     

    “Addition
      Cut-Off Date” shall mean, with respect to any Additional Account, the date
      as of which such Additional Account shall have been selected by the Transferor
      for inclusion as an Account pursuant to Section 2.6.

     

    “Addition
      Date” shall mean each date as of which Additional Accounts will be included
      as Accounts pursuant to Section 2.6.

     

    “Additional
      Accounts” shall have the meaning specified in subsection
      2.6(a).

     

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

     

    “Aggregate
      Addition Limit” shall mean the aggregate amount of Principal Receivables
      (exclusive of the aggregate amount of Principal Receivables in any Approved
      Accounts), which would either (x) with respect to any three-month period, equal
      15% of the aggregate amount of Principal Receivables (inclusive of the aggregate
      amount of Principal Receivables in Approved Accounts added during such period)
      as of the first day of such three-month period or (y) with respect to any
      twelve-month period, equal 20% of the aggregate amount of Principal Receivables
      (inclusive of the aggregate amount of Principal Receivables in Approved Accounts
      added during such period) as of the first day of such twelve-month
      period.

     

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

     

    “Aggregate
      Investor Interest” shall mean, as of any date of determination, the sum of
      the Investor Interests of all Series of Certificates issued and outstanding
      on
      such date of determination.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

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

     

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

     

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

     

    “Amortization
      Period” shall mean, with respect to any Series, or any Class within a
      Series, a period following the Revolving Period during which principal is
      distributed to Investor Certificateholders, which shall be the controlled
      amortization period, the principal amortization period, the rapid amortization
      period, or other amortization period, in each case as defined with respect
      to
      such Series in the related Supplement.

     

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

     

    “Applicants”
      shall have the meaning specified in Section 6.7.

     

    “Appointment
      Day” shall have the meaning specified in subsection 9.2(a).

     

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

     

    “Assignment”
      shall have the meaning specified in subsection 2.6(c)(ii).

     

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

     

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

     

    “Bank
      Portfolio” shall mean the VISA® and
      MasterCard® accounts
      owned by
      the Transferor.

     

    “Bankruptcy
      Code” shall mean the United States federal Bankruptcy Code, Title 11 of the
      United States Code, as amended.

     

    “Base
      Rate” shall have the meaning, with respect to any Series, specified in the
      related Supplement.

     

    “Bearer
      Certificateholder” shall have the meaning specified in Section
      6.1.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    “Bearer
      Certificates” shall have the meaning specified in Section 6.1.

     

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

     

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

     

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

     

    “Business
      Day” shall mean any day other than a Saturday, a Sunday or a day on which
      banking institutions in New York, New York (or, with respect to any Series,
      any
      additional city specified in the related Supplement) are authorized or obligated
      by law or executive order to be closed.

     

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

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    “Certificate
      Rate” shall mean, with respect to any Series of Certificates (or, for any
      Series with more than one Class, for each Class of such Series), the percentage
      (or formula on the basis of which such rate shall be determined) stated in
      the
      related Supplement.

     

    “Certificate
      Register” shall mean the register maintained pursuant to Section 6.3,
      providing for the registration of the Certificates and transfers and exchanges
      thereof.

     

    “Chase
      Portfolio Account” shall mean a VISA® or MasterCard®
      account owned by
      Chase USA.

     

    “Chase
      USA” shall mean Chase Bank USA, National Association, a national banking
      association organized and existing under the laws of the United States of
      America and having its headquarters in the City of Newark, State of
      Delaware.

     

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

     

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

     

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

     

    “Clearstream”
      shall mean Clearstream Banking, société anonyme.

     

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

     

    “Code”
      or “Internal Revenue Code” shall mean the Internal Revenue Code of 1986,
      as amended.

     

    “Collateral
      Interest” shall have the meaning, with respect to any Series, specified in
      the related Supplement.

     

    “Collection
      Account” shall have the meaning specified in subsection 4.2(a).

     

    “Collections”
      shall mean all payments (including Insurance Proceeds) received by the Servicer
      in respect of the Receivables, in the form of cash, checks, wire transfers,
      ATM
      transfers or other form of payment in accordance with the Credit Card Agreement
      in effect from time to time.  A Collection processed on an Account in
      excess of the aggregate amount of Receivables in such Account as of the Date
      of
      Processing of such Collection shall be deemed to be a payment in respect of
      Principal Receivables to the extent of such excess.  Collections with
      respect to any Monthly Period shall include the amount of Interchange (if any)
      and the amount of Recoveries (if any) allocable to the Trust with respect to
      such Monthly Period, to be applied as if such amounts were Collections of
      Finance Charge Receivables for all purposes.


    
      
        
        

      

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

     

    “Companion
      Series” shall mean (i) each Series which has been paired with another series
      (which Series may be prefunded in whole or in part), such that the reduction
      of
      the Investor Interest of such Series results in the increase of the Investor
      Interest of such other Series, as described in the related Supplements, and
      (ii)
      such other Series, as described in the related Supplements.

     

    “Controlled
      Distribution Amount,” with respect to any Series, shall have the meaning
      specified in the related Supplement.

     

    “Corporate
      Trust Office” shall mean the principal office of the Trustee at which at any
      particular time its corporate trust business shall be administered, which office
      at the date of the execution of this Agreement is located at 101 Barclay Street,
      New York, New York 10286.

     

    “Coupon”
      shall have the meaning specified in Section 6.1.

     

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

     

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

     

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

     

    “Credit
      Enhancement” shall mean, with respect to any Series, the subordination, the
      cash collateral guaranty or account, collateral interest, letter of credit,
      surety bond, insurance policy, spread account, reserve account, cross-support
      feature or any other contract or agreement for the benefit of the
      Certificateholders of such Series (or Certificateholders of a Class within
      such
      Series) as designated in the applicable Supplement.

     

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

     

    “Cut-Off
      Date” shall mean September 26, 1995.

     

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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    “Default
      Amount” shall mean, with respect to any Defaulted Account, the amount of
      Principal Receivables (other than Ineligible Receivables) in such Defaulted
      Account on the day such Account became a Defaulted Account.

     

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

     

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

     

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

     

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

     

    “Depository
      Agreement” shall mean, with respect to a Series having Book-Entry
      Certificates, the agreement among the Transferor, the Trustee and the Clearing
      Agency, or as otherwise provided in the related Supplement.

     

    “Determination
      Date” shall mean, unless otherwise specified in the related Series
      Supplement, the tenth calendar day of each month, or if such day is not a
      Business Day, the next preceding Business Day.

     

    “Distribution
      Account” shall have the meaning specified in subsection 4.2(c).

     

    “Distribution
      Date” shall mean, with respect to each Series, the dates specified in the
      related Supplement.

     

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

     

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

     

    (a)           which
      is in existence and maintained with the Transferor;

     

    (b)           which
      is payable in Dollars;

     

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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    (d)           which
      the Transferor has not classified on its electronic records as counterfeit,
      deleted, fraudulent, stolen or lost;

     

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

     

    (f)           the
      Obligor of which has not been identified by the Transferor on its electronic
      records as being involved in a voluntary or involuntary bankruptcy
      proceeding.

     

    “Eligible
      Deposit Account” shall mean either (a) a segregated account with an Eligible
      Institution or (b) a segregated trust account with the corporate trust
      department of a depository institution organized under the laws of the United
      States or any one of the states thereof, including the District of Columbia
      (or
      any domestic branch of a foreign bank), and acting as a trustee for funds
      deposited in such account, so long as any of the securities of such depository
      institution shall have a credit rating from each Rating Agency in one of its
      generic credit rating categories which signifies investment grade.

     

    “Eligible
      Institution” shall mean (a), the Servicer, (b) a depository institution
      (which may be the Trustee or an Affiliate) organized under the laws of the
      United States or any one of the states thereof which at all times (i) has either
      (x) a long-term unsecured debt rating of “A2” or better by Moody’s or (y) a
      certificate of deposit rating of “P-1” by Moody’s, (ii) has either (x) a
      long-term unsecured debt rating of “AAA” by Standard & Poor’s or (y) a
      certificate of deposit rating of “A-l+” by Standard & Poor’s and (iii) is a
      member of the FDIC or (c) any other institution that is acceptable to the Rating
      Agencies.

     

    “Eligible
      Receivable” shall mean each Receivable:

     

    (a)           which
      has arisen under an Eligible Account (in the case of Accounts conveyed to the
      Trust on the Initial Closing Date as of the Cut-Off Date and in the case of
      Additional Accounts conveyed to the Trust on the relevant Addition Date as
      of
      the Addition Cut-Off Date);

     

    (b)           which
      was created in compliance, in all material respects, with all Requirements
      of
      Law applicable to the Transferor and pursuant to a Credit Card Agreement which
      complies, in all material respects, with all Requirements of Law applicable
      to
      the Transferor;

     

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

     

    (d)           as
      to which, as of the Closing Date, or in the case of Receivables in Additional
      Accounts as of the relevant Addition Date, the Transferor or the Trust had
      good
      title thereto, free and clear of all Liens arising under or through the
      Transferor or any of its Affiliates (other than Liens permitted pursuant to
      subsection 2.5(b));


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    (e)           which
      is the legal, valid and binding payment obligation of the Obligor thereon,
      enforceable against such Obligor in accordance with its terms, except as
      affected by bankruptcy, insolvency, reorganization, moratorium and other similar
      laws, now or hereafter in effect, relating to or affecting creditors’ rights
      generally, general equitable principles (whether considered in a suit in equity
      or at law) and an implied covenant of good faith and fair dealing;
      and

     

    (f)           which
      constitutes an “account” or “general intangible” under and as defined in Article
      9 of the UCC.

     

    “Enhancement
      Invested Amount” shall have the meaning, with respect to any Series,
      specified in the related Supplement.

     

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

     

    “Euroclear
      Operator” shall mean Morgan Guaranty Trust Company of New York, Brussels,
      Belgium office, as operator of the Euroclear System.

     

    “Excess
      Funding Account” shall have the meaning specified in subsection
      4.2(d).

     

    “Excess
      Funding Amount” shall mean, as of any date of determination, the principal
      amount on deposit in the Excess Funding Account.

     

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

     

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

     

    “FDIC”
      shall mean the Federal Deposit Insurance Corporation.

     

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

     

    “Finance
      Charge Receivables” shall mean Receivables created in respect of the
      Periodic Finance Charges, Cash Advance Fees and Late Fees and similar fees
      and
      charges, Annual Membership Fees and Special Fees to the extent such Special
      Fees
      are categorized as Finance Charge Receivables.  Finance Charge
      Receivables with respect to any Monthly Period shall include the amount of
      Interchange (if any), Recoveries (if any), Insurance Proceeds and investment
      earnings from any of the Trust Accounts, and other amounts allocable to any
      Series of Certificates pursuant to any Supplement with respect to such Monthly
      Period that are to be treated as Finance Charge Receivables but shall exclude
      charges for credit insurance.

     

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

     

    “Funding
      Period” shall have the meaning specified in Section 4.4.

     

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


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

    “Initial
      Closing Date” shall mean October 19, 1995.

     

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

     

    “Insolvency
      Event” shall have the meaning specified in subsection 9.2(a).

     

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

     

    “Interchange”
      shall mean, (1) with respect to any Monthly Period prior to the September 1996
      Monthly Period, the product of (x) the amounts recorded by the Transferor as
      interchange with respect to the Bank Portfolio for such Monthly Period and
      (y)
      the Trust Percentage; and (2) with respect to each Monthly Period commencing
      with the September 1996 Monthly Period, the product of (x) the amounts recorded
      by the Transferor as interchange with respect to the Bank Portfolio for such
      Monthly Period and (y) a fraction, the numerator of which is the total amount
      of
      purchases of merchandise and services relating to the Accounts made during
      such
      Monthly Period and the denominator of which is the total amount of purchases
      of
      merchandise and services relating to the Bank Portfolio with respect to such
      Monthly Period.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Investor
      Certificateholder” shall mean each holder of record of an Investor
      Certificate.

     

    “Investor
      Charge-Off” shall have, with respect to each Series, the meaning specified
      in the applicable Supplement.

     

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

     

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

     

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

     

    “Investor
      Servicing Fee” shall have, with respect to each Series, the meaning
      specified in Section 3.2.

     

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

     

    “JPMorgan
      Chase Bank” shall mean JPMorgan Chase Bank, National Association, a national
      banking association organized and existing under the laws of the United
      States.

     

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

     

    “Lien”
      shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,
      deposit arrangement, encumbrance, lien (statutory or other), preference,
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever, including, without limitation, any conditional sale or other
      title retention agreement, any financing lease having substantially the same
      economic effect as any of the foregoing or comparable law of any jurisdiction
      to
      evidence any of the foregoing; provided, however, that any
      assignment pursuant to Section 7.2 shall not be deemed to constitute a
      Lien.

     

    “Minimum
      Aggregate Principal Receivables” shall mean, as of any date of
      determination, the sum of the numerators used on such date to calculate the
      Investor Percentage with respect to Principal Receivables for all Series
      outstanding on such date, less the amount on deposit in the Excess Funding
      Account as of such date of determination.

     

    “Minimum
      Transferor Interest” shall mean, with respect to any Monthly Period, an
      amount equal to the product of the Minimum Transferor Interest Percentage and
      the sum of (i) the Average Principal Receivables for such Monthly Period, (ii)
      the Excess Funding Amount and (iii) any amounts on deposit in any Principal
      Funding Account and any other Series Account (if so specified in the applicable
      Supplement).

     

    “Minimum
      Transferor Interest Percentage” shall mean the
      highest percentage specified as the “Minimum Transferor Interest
      Percentage” in any Supplement; provided,


    
      
        
        

      

      
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     however,
      that the Transferor may reduce the Minimum Transferor Interest Percentage upon
      (w) 30 days’ prior notice to the Trustee, each Rating Agency and any Credit
      Enhancement Provider entitled to receive such notice pursuant to the relevant
      Supplement, (x) written confirmation from each Rating Agency that such action
      will satisfy the Rating Agency Condition, (y) delivery to the Trustee and each
      such Credit Enhancement Provider of an Officer’s Certificate stating that the
      Transferor reasonably believes that such reduction will not, based on the facts
      known to such officer at the time of such certification, then or thereafter
      cause a Pay Out Event to occur with respect to any Series and (z) delivery
      to
      the Trustee of a Tax Opinion; providedfurther that the Minimum
      Transferor Interest Percentage shall not at any time be less than
      2%.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Notice
      Date” shall have the meaning specified in subsection 2.6(c)(i).

     

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

     

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

     

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

     

    “Original
      Pooling and Servicing Agreement” shall have the meaning specified in the
      recitals herein.

     

    “Participation”
      shall have the meaning specified in subsection 2.6(a)(ii).


    
      
        
        

      

      
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    “Paying
      Agent” shall mean any paying agent appointed pursuant to Section 6.6 and
      shall initially be the Trustee.

     

    “Pay
      Out Commencement Date” shall mean, (a) with respect to each Series, the date
      on which a Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or
      (b)
      with respect to any Series, a Series Pay Out Event is deemed to occur pursuant
      to the Supplement for such Series.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (d)           engaging
      in other activities that are necessary or incidental to accomplish these limited
      purposes, which activities cannot be contrary to the status of the Trust as
      a
      qualified special purpose entity under existing accounting
      literature.

     

    “Permitted
      Investments” shall mean, unless otherwise provided in the Supplement with
      respect to any Series:

     

    (a)           book-entry
      securities or negotiable instruments or securities represented by instruments
      in
      bearer or registered form which evidence (i) obligations of or fully guaranteed
      by the United States of America; (ii) demand deposits, time deposits or
      certificates of deposit of any depositary institution or trust company
      incorporated under the laws of the United States of America or any state thereof
      (or domestic branches of foreign banks) which mature no later than 90 days
      after
      the date of investment, and subject to supervision and examination by federal
      or
      state banking or depositary institution authorities; provided,
however, that at the time of the Trust’s investment or contractual
      commitment to invest therein, the certificates of deposit or short-term deposits
      of such depositary institution or trust company shall have a credit rating
      from
      Moody’s and Standard & Poor’s of “P-1” and “A-1+”, respectively; (iii)
      commercial paper, other than commercial paper issued by the Transferor or any
      of
      its Affiliates, having, at the time of the Trust’s investment or contractual
      commitment to invest therein, a rating from Moody’s and Standard & Poor’s of
“P-1” and “A-l+”, respectively; and (iv) bankers’ acceptances issued
      by


    
      
        
        

      

      
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    any
      depository institution or trust company described in clause (a)(ii) above other
      than JPMorgan Chase Bank;

     

    (b)           demand
      deposits in the name of the Trust or the Trustee in any depositary institution
      or trust company referred to in clause (a)(ii) above;

     

    (c)           repurchase
      agreements transacted with either:

     

    (i)           an
      entity subject to the Bankruptcy Code, provided that (A) the repurchase
      agreement matures prior to the next Distribution Date or is due on demand,
      (B)
      the Trustee or a third party acting solely as agent for the Trustee has
      possession of the collateral, (C) the Trustee on behalf of the Trust has a
      security interest in the collateral, (D) the market value of the collateral
      is
      maintained at the requisite collateral percentage of the obligation in
      accordance with the standards of the Rating Agencies, (E) the failure to
      maintain the requisite collateral level will obligate the Trustee to liquidate
      the collateral immediately, (F) the securities subject to the repurchase
      agreement are either obligations of, or fully guaranteed as to principal and
      interest by, the United States of America or any instrumentality or agency
      thereof, certificates of deposit or bankers acceptances and (G) the securities
      subject to the repurchase agreement are free and clear of any third party lien
      or claim; or

     

    (ii)           a
      financial institution insured by the FDIC, or any broker-dealer with “retail
      customers” that is under the jurisdiction of the Securities Investors Protection
      Corp. (“SIPC”), provided that (A) the market value of the collateral is
      maintained at the requisite collateral percentage of the obligation in
      accordance with the standards of the Rating Agencies, (B) the Trustee or a
      third
      party (with a short-term debt rating of P-1 or higher by Moody’s) acting solely
      as agent for the Trustee has possession of the collateral, (C) the Trustee
      on
      behalf of the Trust has a security interest in the collateral, (D) the
      collateral is free and clear of third party liens and, in the case of an SIPC
      broker, was not acquired pursuant to a repurchase or reverse repurchase
      agreement and (E) the failure to maintain the requisite collateral percentage
      will obligate the Trustee to liquidate the collateral; provided,
however, that at the time of the Trust’s investment or contractual
      commitment to invest in any repurchase agreement, the short-term deposits or
      commercial paper rating of such entity or institution in subsections (i) and
      (ii) shall have a credit rating of “P-1” from Moody’s and “A-1+” from Standard
& Poor’s; and

     

    (d)           such
      other investments, other than investments in the Transferor or any of its
      Affiliates, where the short-term unsecured debt or deposits of the obligor
      on
      such investments are rated “A-1+” by Standard and Poor’s and “P-1” by
      Moody’s.

     

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

     

    “Pool
      Factor” shall mean, except with respect to any Series issued in more than
      one Class, a number carried out to seven decimals representing the ratio of
      the
      applicable Investor Interest as of such Record Date (determined after taking
      into account any reduction in the Investor Interest which will occur on the
      following Distribution Date) to the applicable Initial


    
      
        
        

      

      
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    Investor
      Interest, and with respect to a Series having more than one Class, as specified
      in the Supplement relating to such Series.

     

    “Portfolio
      Yield” shall have the meaning, with respect to any Series, specified in the
      related Supplement.

     

    “Pre-Funding
      Account” shall have the meaning specified in Section 4.4.

     

    “Principal
      Account” shall have the meaning specified in subsection 4.2(b).

     

    “Principal
      Receivable” shall mean each Receivable other than (i) Finance Charge
      Receivables, and (ii) Receivables in Defaulted Accounts.  A Receivable
      shall be deemed to have been created at the end of the day on the Date of
      Processing of such Receivable.  In calculating the aggregate amount of
      Principal Receivables on any day, the amount of Principal Receivables shall
      be
      reduced by the aggregate amount of credit balances in the Accounts on such
      day.  Any Receivables which the Transferor is unable to transfer as
      provided in subsection 2.5(e) shall not be included in calculating the aggregate
      amount of Principal Receivables.

     

    “Principal
      Sharing Series” shall mean a Series that, pursuant to the related
      Supplement, is entitled to Shared Principal Collections.

     

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

     

    “Principal
      Terms” shall have the meaning, with respect to any Series issued pursuant to
      a New Issuance, specified in subsection 6.9(c).

     

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

     

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

     

    “Reassignment”
      shall have the meaning specified in subsection 2.7(b)(ii).

     

    “Reassignment
      Date” shall have the meaning specified in subsection 2.4(e).

     

    “Receivable”
      shall mean any amount owing by any Obligor including, without limitation,
      amounts owing for the payment of goods and services, cash advances, access
      checks, Annual Membership Fees, Cash Advance Fees, Periodic Finance Charges,
      Late Fees and Special Fees, if any but excluding credit insurance
      premiums.

     

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


    
      
        
        

      

      
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    “Recoveries”
      shall mean (i) with respect to any Monthly Period or any shorter period
      commencing on or after the Restated Recovery Determination Date, the product
      of
      (a) all amounts recorded as recoveries on the Bank Portfolio by the Servicer
      during such Monthly Period or such shorter period, as the case may be, and
      (b) a
      fraction, the numerator of which shall be the Default Amount for such Monthly
      Period or shorter period, as applicable, and the denominator of which shall
      be
      the aggregate amount of Principal Receivables in the Bank Portfolio which were
      charged off by the Servicer as uncollectible for such Monthly Period or shorter
      period, as applicable, and (ii) with respect to any Monthly Period or any
      shorter period ending prior to the Restated Recovery Determination Date, the
      product of (a) all amounts recorded as recoveries on the Bank Portfolio by
      the
      Servicer during such Monthly Period or such shorter period, as the case may
      be,
      and (b) the Trust Percentage for such Monthly Period or such shorter period,
      as
      applicable.

     

    “Registered
      Certificates” shall have the meaning specified in Section 6.1.

     

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

     

    “Removal
      Cut-Off Date” shall mean, with respect to any Removed Account, the date as
      of which the Receivables in such Removed Account shall have been selected by
      the
      Transferor for removal from the Trust pursuant to Section 2.7; provided,
however, that in no event shall a Removal Cut-Off Date be greater
      than
      ten months prior to the related Removal Date.

     

    “Removal
      Date” shall mean the date on which Receivables in certain designated Removed
      Accounts will be reassigned by the Trustee to the Transferor.

     

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

     

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

     

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

     

    “Responsible
      Officer” shall mean any officer within the corporate trust department of the
      Trustee, including any vice president, assistant vice president, assistant
      secretary, assistant treasurer, trust officer or any other officer of the
      Trustee who customarily performs functions similar to those performed by the
      Persons who at the time shall be such


    
      
        
        

      

      
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    officers,
      respectively, or to whom any corporate trust matter is referred because of
      such
      Person's knowledge of and familiarity with the particular subject and who shall
      have direct responsibility for the administration of this
      Agreement.

     

    “Restated
      Recovery Determination Date” shall mean April 1, 1998.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Servicer
      Default” shall have the meaning specified in Section 10.1.

     

    “Servicer
      Rating Event” shall mean the Servicer’s failure to maintain a short-term
      credit rating of at least “A-1” by Standard and Poor’s and “P-1” by Moody’s and,
      if rated by Fitch, at least “F1” by Fitch; provided, however, that
      the Transferor may allow the Servicer to


    
      
        
        

      

      
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    maintain
      a short-term credit rating below “A-1” or “P-1” or, to the extent rated by
      Fitch, “F1,” as the case may be, provided that such action will satisfy the
      Rating Agency Condition.

     

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

     

    “Servicing
      Fee” shall have the meaning specified in Section 3.2.

     

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

     

    “Servicing
      Participant” shall mean the Servicer, any Subservicer or any Person that
      participates in any of the servicing functions specified in Item 1122(d) of
      Regulation AB with respect to Accounts; provided, however, that
“Servicing Participant” shall not include the Trustee, whose obligations in
      relation to Item 1122(d) of Regulation AB are set forth in Article XIV, but
      are
      not contained in Sections 14.9 or 14.10 hereof.

     

    “Servicing
      Party” shall have the meaning specified in subsection 14.8(a).

     

    “SFAS
      140” shall mean Statement of Financial Accounting Standard No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities.

     

    “Shared
      Excess Finance Charge Collections” shall mean, with respect to any Transfer
      Date, the aggregate amount for all outstanding Series that the related
      supplements specify are to be treated as “Shared Excess Finance Charge
      Collections” for such Transfer Date.

     

    “Shared
      Principal Collections” shall mean, with respect to any Transfer Date, the
      aggregate amount for all outstanding Series that the related Supplements specify
      are to be treated as “Shared Principal Collections” for such Transfer
      Date.

     

    “Special
      Fees” shall mean any fees which are not now but from time to time may be
      assessed on the Accounts.  On or after the date on which any of such
      Special Fees begin to be assessed on the Accounts, the Transferor may designate
      in an Officer’s Certificate whether such Special Fees shall be treated as
      Principal Receivables or Finance Charge Receivables.

     

    “Standard
      & Poor’s” shall mean Standard & Poor’s Ratings Services, a Division
      of The McGraw-Hill Companies, Inc.

     

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

     

    “Subservicer”
      shall mean any Person that services the Receivables on behalf of the Servicer
      or
      any other Subservicer and is responsible for the performance (whether directly
      or through Subservicers or Servicing Participants) of a substantial portion
      of
      the material servicing functions required to be performed by the Servicer under
      this Agreement or any Supplement that


    
      
        
        

      

      
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    are
      identified in Item 1122(d) of Regulation AB.  For the avoidance of
      doubt, “Subservicer” shall not include the Trustee.

     

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

     

    “Supplement”
      or “Series Supplement” shall mean, with respect to any Series, a
      supplement to this Agreement complying with the terms of Section 6.9 of this
      Agreement, executed in conjunction with any issuance of any Series of
      Certificates (or, in the case of the issuance of Certificates on the Initial
      Closing Date, the supplement executed in connection with the issuance of such
      Certificates).

     

    “Tax
      Opinion” shall mean with respect to any action, an Opinion of Counsel
      delivered to the Trust and the Trustee to the effect that, for U.S. federal
      income tax purposes, (a) such action will not adversely affect the tax
      characterization as debt of Investor Certificates of any outstanding Series
      or
      Class that were characterized as debt at the time of their issuance, (b)
      following such action the Trust will not be deemed to be an association (or
      a
“publicly traded partnership” within the meaning of Section 7704(b) of the Code)
      taxable as a corporation and (c) such action will not cause or constitute a
      taxable event in which gain or loss would be recognized by any Investor
      Certificateholder or the Trust.

     

    “Termination
      Notice” shall have, with respect to any Series, the meaning specified in
      subsection 10.1(d).

     

    “Transfer
      Agent and Registrar” shall have the meaning specified in Section 6.3 and
      shall initially be the Corporate Trust Office.

     

    “Transfer
      Date” shall mean, unless otherwise specified in the related Supplement, with
      respect to any Series, the Business Day immediately prior to each Distribution
      Date.

     

    “Transferor”
      shall mean (i) with respect to the time period prior to June 1, 1996, JPMorgan
      Chase Bank and (ii) with respect to the time period beginning on June 1, 1996,
      Chase USA and its successors in interest and permitted assigns.

     

    “Transferor
      Certificate” shall mean, if the Transferor elects to evidence its interest
      in the Transferor Interest in certificated form pursuant to Section 6.1, a
      certificate executed and delivered by the Transferor and authenticated by the
      Trustee substantially in the form of Exhibit A; provided, that at any
      time there shall be only one Transferor Certificate;
providedfurther, that in any Supplement, “Transferor Certificate”
shall mean either a certificate executed and delivered by the
      Transferor and
      authenticated by the Trustee substantially in the form of Exhibit A or the
      uncertificated interest in the Transferor Interest.

     

    “Transferor
      Interest” shall mean, on any date of determination, the aggregate amount of
      Principal Receivables and the principal amounts on deposit in the Excess Funding
      Account, any Principal Funding Account and any other Series Account (if so
      provided in the applicable Supplement) at the end of the day immediately prior
      to such date of determination, minus the Aggregate Investor Interest at
      the end of such day, minus the aggregate Enhancement Invested Amounts (if
      such amounts are not included in the Investor Interest in the applicable
      Supplement), if any, for each Series outstanding at the end of such
      day.


    
      
        
        

      

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

     

    “Transferor
      Servicing Fee” shall have the meaning specified in Section 3.2.

     

    “Transferred
      Account” shall mean (a) an Account with respect to which a new credit
      account number has been issued by the Servicer or the Transferor under
      circumstances resulting from a lost or stolen credit card or from the transfer
      from one affinity group to another affinity group and not requiring standard
      application and credit evaluation procedures under the Credit Card Guidelines
      or
      (b) an Eligible Account resulting from the conversion of an Account that was
      a
      standard account to a premium account or from a premium account to a standard
      account, and which in either case can be traced or identified by reference
      to or
      by way of the list (in the form of a computer file, microfiche list, CD-ROM
      or
      in such other form as is agreed upon between the Transferor and the Trustee)
      delivered to the Trustee pursuant to Section 2.1 or 2.6 as an account into
      which
      an Account has been transferred.

     

    “Trust”
      shall mean the trust created by this Agreement, the corpus of which shall
      consist of the Receivables now existing or hereafter created and arising in
      connection with the Accounts, all monies due or to become due with respect
      to
      the Receivables, all proceeds (as defined in Section 9-315 of the UCC) of the
      Receivables and Insurance Proceeds relating to the Receivables, the right to
      receive certain amounts paid or payable as Interchange and Recoveries, such
      funds as from time to time are deposited in the Collection Account, the Finance
      Charge Account, the Principal Account, the Distribution Account, the Excess
      Funding Account and any Series Account and the rights to any Credit Enhancement
      with respect to any Series.  The name of such Trust shall be “The
      Chase Credit Card Master Trust” or any other name at the option of the
      Transferor; provided, however, that at least 5 Business Days prior
      to any change in the name of the Trust, the Transferor shall give written notice
      of such change to the Servicer, the Trustee, each Rating Agency, any Credit
      Enhancement Provider and all Certificateholders.

     

    “Trust
      Accounts” shall mean the Collection Account, the Principal Account, the
      Finance Charge Account, the Distribution Account and the Excess Funding
      Account.

     

    “Trust
      Assets” shall have the meaning specified in Section 2.1.

     

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

     

    “Trust
      Pay Out Event” shall have, with respect to each Series, the meaning
      specified in Section 9.1.

     

    “Trust
      Percentage” shall mean, with respect to any Monthly Period, a fraction
      expressed as a percentage, the numerator of which is the aggregate principal
      amount of Principal Receivables as of the close of business on the last day
      of
      the prior Monthly Period and the denominator of which is the aggregate principal
      balance of the Bank Portfolio as of the close of business on the last day of
      the
      prior Monthly Period.


    
      
        
        

      

      
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    “Trust
      Termination Date” shall mean (i) if a Trust Extension shall not have
      occurred, the earliest to occur of (a) the first Business Day after the
      Distribution Date following the date on which funds shall have been deposited
      in
      the Distribution Account or the applicable Series Account for the payment of
      Investor Certificateholders of each Series then issued and outstanding
      sufficient to pay in full such Certificates, (b) the date specified in
      subsection 9.2(b) and (c) August 31, 2016, and (ii) if a Trust Extension shall
      have occurred, the Extended Trust Termination Date.

     

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

     

    “UCC”
      shall mean the Uniform Commercial Code, as amended from time to time, as in
      effect in the State of Delaware, as applicable.

     

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

     

    Section
      1.2  Other
      Definitional Provisions.

     

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

     

    (b)  As
      used herein and in any certificate or other document made or delivered pursuant
      hereto or thereto, accounting terms not defined in Section 1.1, and accounting
      terms partially defined in Section 1.1 to the extent not defined, shall have
      the
      respective meanings given to them under generally accepted accounting principles
      or regulatory accounting procedures applicable to the Transferor, as
      applicable.  To the extent that the definitions of accounting terms
      herein are inconsistent with the meanings of such terms under generally accepted
      accounting principles or such regulatory accounting procedures, the definitions
      contained herein shall control.

     

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

     

    (d)  The
      words “hereof,” “herein” and “hereunder” and words of similar import when used
      in this Agreement shall refer to any Supplement or this Agreement as a whole
      and
      not to any particular provision of this Agreement or any Supplement; and
      Section, subsection, Schedule and Exhibit references contained in this Agreement
      or any Supplement are references to Sections, subsections, Schedules and
      Exhibits in or to this Agreement or any Supplement unless otherwise specified;
      the term “including” means “including without limitation”; references to any law
      or regulation refer to that law or regulation as amended from time to time
      and
      include any successor law or regulation; references to any Person include that
      Person’s successors and assigns; and references to any


    
      
        
        

      

      
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    agreement
      refer to such agreement, as amended, supplemented or otherwise modified from
      time to time.  The Monthly Servicer Report, the form of which is
      attached as Exhibit C, shall be in substantially the form of Exhibit C, with
      such changes as the Servicer may determine to be necessary or desirable;
provided, however, that no such change shall serve to exclude
      information required by the Agreement or any Supplement.  The Servicer
      shall, upon making such determination, deliver to the Trustee and each Rating
      Agency an Officer’s Certificate to which shall be annexed the form of the
      related Exhibit, as so changed.  Upon the delivery of such Officer’s
      Certificate to the Trustee, the  related Exhibit, as so changed, shall
      for all purposes of this Agreement constitute such Exhibit.  The
      Trustee may conclusively rely upon such Officer’s Certificate in determining
      whether the related Exhibit, as changed, conforms to the requirements of this
      Agreement.

     

    [End
      of Article I]

     


    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF RECEIVABLES;

    ISSUANCE
      OF CERTIFICATES

     

    Section
      2.1  Conveyance
      of Receivables.  By execution of the Original Pooling and
      Servicing Agreement, the Transferor transferred, assigned, set over, and
      otherwise conveyed to the Trust for the benefit of the Certificateholders,
      without recourse, all of its right, title and interest in and to (i) the
      Receivables existing as of the Cut-Off Date and thereafter created and arising
      in connection with the Accounts (other than Additional Accounts), (ii) all
      monies due or to become due with respect to such Receivables, (iii) all proceeds
      of such Receivables, (iv) Insurance Proceeds relating to such Receivables,
      (v)
      Recoveries, (vi) Interchange and (vii) each of the Trust
      Accounts.  The property described in the preceding sentence and all
      Receivables arising in each Additional Account designated on and after each
      applicable Addition Date, together with all monies and the other property
      credited to the Collection Account, the Principal Account, the Finance Charge
      Account and the Distribution Account or any other Series Account shall
      constitute the assets of the Trust (collectively, the “Trust
      Assets”).  Notwithstanding anything in this Agreement to the contrary,
      the parties hereto agree to treat the transfer, assignment, set over, and
      conveyance to the Trust of all of the Transferor’s right, title and interest in
      and to (I) the Receivables existing as of the Cut-Off Date and thereafter
      created and arising in connection with the Accounts (other than Additional
      Accounts), (II) all monies due or to become due with respect to such
      Receivables, (III) all proceeds of such Receivables, (IV) Insurance Proceeds
      relating to such Receivables, (V) Recoveries and (VI) Interchange as a sale,
      and
      not as a secured borrowing, for accounting (but not for tax)
      purposes.

     

    In
      connection with such initial transfer, assignment, set-over and conveyance,
      the
      Transferor filed a financing statement and certain continuation statements
      (and
      agrees to file, at its own expense, any additional continuation statements
      with
      respect to such financing statement when applicable) with respect to the
      Receivables existing as of the Cut-Off Date and thereafter created for the
      perfection of a security interest (as defined in the UCC) in accounts and
      general intangibles (as defined in Section 9-102(a)(2) and (a)(42),
      respectively, of the UCC) meeting the requirements of applicable state law
      in
      such manner and in such jurisdictions as are necessary to perfect such security
      interest in favor of the Trust, and delivered, or will deliver, when applicable,
      a file-stamped copy of such financing statement or continuation statement or
      other evidence of such filing to the Trustee on or prior to the date of issuance
      of the Certificates, and in the case of any continuation statements filed
      pursuant to this Section 2.1, as soon as practicable after receipt thereof
      by
      the Transferor.  Upon receipt of written request from the Transferor
      to release the receivables in such credit card accounts as are specified in
      such
      request, the Trustee is hereby authorized and hereby agrees to promptly
      authorize the filing of such UCC-3 amendments or releases as are requested
      by
      the Transferor in furtherance of the release of such credit card accounts;
      provided, however, that except as permitted pursuant to Section
      2.7, no such release shall apply to the Accounts, including any Additional
      Accounts.  In addition, the Trustee is hereby authorized to execute
      such intercreditor or other agreements as may be requested in writing by the
      Transferor in connection with the foregoing and which shall be in form and
      substance reasonably satisfactory to the Trustee.  The foregoing
      transfer, assignment, set-over and conveyance to the Trust has been made to
      the
      Trustee, on behalf of the Trust, and each


    
      
        
        

      

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

     

    In
      connection with such initial transfer, the Transferor, at its own expense,
      on or
      prior to the Initial Closing Date (i) annotated and indicated in its computer
      files that Receivables created in connection with the Accounts have been
      transferred to the Trust pursuant to this Agreement for the benefit of the
      Certificateholders and (ii) delivered to the Trustee a true and complete list
      (in the form of a computer file, microfiche list, CD-ROM or such other form
      as
      is agreed upon between the Transferor and the Trustee) of all the Accounts
      identified by account number and setting forth the Receivable balance as of
      the
      Cut-Off Date.  Such list was marked as Schedule 1 to this Agreement
      and was delivered to the Trustee as confidential and proprietary, and is hereby
      incorporated into and made a part of this Agreement.  The Transferor
      further agrees not to remove such indication in the file referenced in clause
      (i) of this paragraph with respect to any Account during the term of this
      Agreement unless and until such Account becomes a Removed Account or a Defaulted
      Account.

     

    The
      Transferor hereby grants to the Trust for the benefit of the Certificateholders
      a security interest in all of the Transferor’s right, title and interest in, to
      and under the Receivables existing as of the Cut-Off Date and thereafter created
      and arising in connection with the Accounts (other than Additional Accounts),
      all moneys due or to become due with respect to such Receivables, all proceeds
      of such Receivables and all Insurance Proceeds relating to such Receivables,
      all
      Recoveries, Interchange and all proceeds thereof and each of the Trust Accounts
      to secure a loan in an amount equal to the unpaid principal amount of the
      Investor Certificates issued hereunder or to be issued pursuant to this
      Agreement and the interest accrued at the related Certificate Rate, and this
      Agreement shall constitute a security agreement under applicable
      law.

     

    Pursuant
      to the request of the Transferor, the Trustee shall cause Certificates in
      authorized denominations evidencing interests in the Trust to be duly
      authenticated and delivered to or upon the order of the Transferor pursuant
      to
      Section 6.2.

     

    Notwithstanding
      anything else in this Agreement to the contrary, it is understood and agreed
      that the ownership interest or lien conveyed or granted by JPMorgan Chase Bank,
      as Transferor, to the Trustee in Receivables and other property under the
      Original Pooling and Servicing Agreement shall remain in full force and effect
      and shall in no way be affected by the amendment and restatement of the Original
      Pooling and Servicing Agreement by this Agreement.

     

    The
      parties hereto agree that all transfers of Receivables to the Trust pursuant
      to
      this Agreement are subject to, and shall be treated in accordance with, the
      Delaware Act whether such transfers were made prior to or after the date that
      the Delaware Act became applicable thereto, and each of the parties hereto
      agrees that this Agreement has been entered into by the parties hereto in
      express reliance on the Delaware Act.  For the purposes of complying
      with the requirements of the Delaware Act, each of the parties hereto hereby
      agrees that any property, assets or rights purported to be transferred, in
      whole
      or in part, by Chase USA pursuant to this Agreement shall be deemed to no longer
      be the property, assets or rights of Chase USA.  Each of the parties
      hereto acknowledges and agrees that each such transfer is occurring in
      connection with a “securitization transaction” within the meaning of the
      Delaware Act.


    
      
        
        

      

      
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    Section
      2.2  Acceptance
      by Trustee.

     

    (a)  The
      Trustee hereby acknowledges its acceptance, on behalf of the Trust, of all
      right, title and interest previously held by the Transferor in and to the
      Receivables existing as of the Cut-Off Date and thereafter created and arising
      in connection with the Accounts, all monies due or to become due with respect
      thereto (including all Finance Charge Receivables), all proceeds of such
      Receivables, Insurance Proceeds relating to such Receivables, all Recoveries
      and
      Interchange and the proceeds thereof, and declares that it shall maintain such
      right, title and interest, upon the Trust herein set forth, for the benefit
      of
      all Certificateholders.  The Trustee further acknowledges that, prior
      to or simultaneously with the execution and delivery of this Agreement, the
      Transferor delivered to the Trustee the list (in the form of a computer file,
      microfiche list, CD-ROM or in such other form as is agreed upon between the
      Transferor and the Trustee) described in the third paragraph of Section
      2.1.

     

    (b)  The
      Trustee hereby agrees not to disclose to any Person any of the account numbers
      or other information contained in any list of Accounts delivered to the Trustee
      by the Transferor pursuant to Sections 2.1, 2.6 and 2.7 (“Account
      Information”) except as required in connection with the performance of its
      duties hereunder or in enforcing the rights of the Certificateholders or to
      a
      Successor Servicer appointed pursuant to Section 10.2, or as mandated pursuant
      to any Requirement of Law applicable to the Trustee or as requested by any
      Person in connection with financing statements filed with the
      Trust.  The Trustee agrees to take such measures as shall be
      reasonably requested by the Transferor to protect and maintain the security
      and
      confidentiality of such information, and, in connection therewith, shall allow
      the Transferor to inspect the Trustee’s security and confidentiality
      arrangements from time to time during normal business hours upon prior written
      notice.  In the event that the Trustee is required by law to disclose
      any Account Information, the Trustee shall provide the Transferor with prompt
      written notice, unless such notice is prohibited by law, of any such request
      or
      requirement so that the Transferor may request a protective order or other
      appropriate remedy.  The Trustee shall use its best efforts to provide
      the Transferor with written notice no later than five Business Days prior to
      any
      disclosure pursuant to this subsection 2.2(b).

     

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

     

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

     

    (a)  Organization
      and Good Standing.  The Transferor is a banking corporation duly
      organized and validly existing in good standing under the laws of the
      jurisdiction of its organization and has full corporate power, authority and
      legal right to execute, deliver and perform its obligations under this Agreement
      and to execute and deliver to the Trustee the Certificates pursuant hereto,
      and,
      in all material respects, to own its properties and conduct its business as
      such
      properties are presently owned and such business is presently
      conducted.


    
      
        
        

      

      
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    (b)  Due
      Qualification.  The Transferor is duly qualified to do business
      and is in good standing (or is exempt from such requirement) and has obtained
      all necessary licenses and approvals with respect to the Transferor in each
      jurisdiction in which failure to so qualify or to obtain such licenses and
      approvals would render any Credit Card Agreement relating to an Account or
      any
      Receivable unenforceable by the Transferor or the Trust or would have a material
      adverse effect on the Certificateholders; provided, however, that
      no representation or warranty is made with respect to any qualifications,
      licenses or approvals which the Trustee would have to obtain to do business
      in
      any state in which the Trustee seeks to enforce any Account or
      Receivable.

     

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

     

    (d)  No
      Conflict.  The execution and delivery of this Agreement and the
      Certificates, the performance of the transactions contemplated by this Agreement
      and the fulfillment of the terms hereof will not conflict with, result in any
      breach of any of the material terms and provisions of, or constitute (with
      or
      without notice or lapse of time or both) a material default under, any
      indenture, contract, agreement, mortgage, deed of trust, or other instrument
      to
      which the Transferor is a party or by which it or any of its properties are
      bound, except to the extent that the same could not reasonably be expected
      to
      have a material adverse effect on the Certificateholders.

     

    (e)  No
      Violation.  The execution and delivery of this Agreement, any
      Supplement and the Certificates, the performance of the transactions
      contemplated by this Agreement and the fulfillment of the terms hereof will
      not
      conflict with or violate any Requirements of Law applicable to the Transferor,
      except to the extent that the same could not reasonably be expected to have
      a
      material adverse effect on the Certificateholders.

     

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

     

    (g)  Eligibility
      of Accounts.  As of the Cut-Off Date, each Account was an Eligible
      Account and no selection procedures adverse to the Investor Certificateholders
      have been employed by the Transferor in selecting the Accounts from among the
      Eligible Accounts in the Bank Portfolio.


    
      
        
        

      

      
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    (h)  All
      Consents Required.  All approvals, authorizations, consents,
      orders or other actions of any Person or of any governmental body or official
      required in connection with the execution and delivery of this Agreement and
      the
      Certificates, the performance of the transactions contemplated by this Agreement
      and the fulfillment of the terms hereof, have been obtained, except where the
      failure to obtain such approvals, authorizations, consents, orders or other
      actions could not reasonably be expected to have a material adverse effect
      on
      the Certificateholders.

     

    The
      representations and warranties set forth in this Section 2.3 shall survive
      the
      transfer and assignment of the respective Receivables to the Trust, and
      termination of the rights and obligations of the Servicer pursuant to Section
      10.1.  The Transferor hereby represents and warrants to the Trust,
      with respect to any Series of Certificates, as of its Closing Date, unless
      otherwise stated in such Supplement, that the representations and warranties
      of
      the Transferor set forth in this Section 2.3 are true and correct as of such
      date (for the purposes of such representations and warranties,
“Certificates” shall mean the Certificates issued on the related Closing
      Date).  Upon discovery by the Transferor, the Servicer or the Trustee
      of a breach of any of the foregoing representations and warranties, the party
      discovering such breach shall give prompt written notice to the
      others.

     

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

     

    (a)  Binding
      Obligation; Valid Transfer and Assignment.  The Transferor hereby
      represents and warrants to the Trust that:

     

    (i)  As
      of the Amendment Closing Date, this Agreement constitutes a valid and legally
      binding obligation of the Transferor, enforceable against the Transferor in
      accordance with its terms, except (A) as may be limited by applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to or affecting
      creditors’ rights generally and the rights of creditors of banking corporations
      organized under the laws of the state of its organization, and (B) as may be
      limited by general equitable principles (whether considered in a proceeding
      in
      equity or at law) and an implied covenant of good faith and fair
      dealing.

     

    (ii)  As
      of the Initial Closing Date, the Original Pooling and Servicing Agreement
      constituted either (A) a valid transfer, assignment, set-over and conveyance
      to
      the Trust of all right, title and interest of the Transferor in and to the
      Receivables existing on such date and thereafter created and arising in
      connection with the Accounts (other than Receivables in Additional Accounts),
      all proceeds of such Receivables and Insurance Proceeds relating thereto, and
      such Receivables and all proceeds thereof and Insurance Proceeds relating
      thereto will be held by the Trust free and clear of any Lien of any Person
      claiming through or under the Transferor or any of its Affiliates except for
      (x)
      Liens permitted under subsection 2.5(b), (y) the interest of the Transferor
      as
      Holder of the Transferor Certificate and (z) the Transferor’s right, if any, to
      interest accruing on, and investment earnings, if any, in respect of the
      Finance


    
      
        
        

      

      
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    Charge
      Account, the Principal Account or any Series Account, as provided in this
      Agreement or the related Supplement, or (B) a grant of a security interest
      (as
      defined in the UCC) in such property to the Trust, which is enforceable with
      respect to the existing Receivables, the proceeds thereof and Insurance Proceeds
      relating thereto, and which will be enforceable with respect to such Receivables
      created on and after the Initial Closing Date, the proceeds thereof and
      Insurance Proceeds relating thereto, upon such creation.  If this
      Agreement constitutes the grant of a security interest to the Trust in such
      property, upon the filing of the financing statement described in Section 2.1
      and in the case of the Receivables created on and after the Initial Closing
      Date
      and proceeds thereof and Insurance Proceeds relating thereto, upon such
      creation, the Trust shall have a first priority perfected security interest
      in
      the Transferor’s rights in such property (subject to Section 9-315 of the UCC),
      except for Liens permitted under subsection 2.5(b).  Neither the
      Transferor nor any Person claiming through or under the Transferor shall have
      any claim to or interest in the Principal Account, the Finance Charge Account,
      the Distribution Account or any Series Account, except for the Transferor’s
      rights to receive interest accruing on, and investment earnings in respect
      of,
      the Finance Charge Account and Principal Account as provided in this Agreement
      (or, if applicable, any Series Account as provided in any Supplement) and,
      if
      this Agreement constitutes the grant of a security interest in such property,
      except for the interest of the Transferor in such property as a debtor for
      purposes of the UCC.

     

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

     

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

     

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

     

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


    
      
        
        

      

      
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    (iv)  On
      each day on which any new Receivable is created, the Transferor shall be deemed
      to represent and warrant to the Trust that (A) each Receivable created on such
      day is an Eligible Receivable, (B) each Receivable created on such day has
      been
      conveyed to the Trust in compliance, in all material respects, with all
      Requirements of Law applicable to the Transferor, (C) with respect to each
      such
      Receivable, all consents, licenses, approvals or authorizations of or
      registrations or declarations with, any Governmental Authority required to
      be
      obtained, effected or given by the Transferor in connection with the conveyance
      of such Receivable to the Trust have been duly obtained, effected or given
      and
      are in full force and effect and (D) the representations and warranties set
      forth in subsection 2.4(a) are true and correct with respect to each Receivable
      created on such day as if made on such day.

     

    (v)  As
      of the Initial Closing Date, Schedule 1 to this Agreement, and as of the
      applicable Addition Cut-Off Date with respect to Additional Accounts designated
      pursuant to subsections 2.6(a) and (b), the related list (in the form of a
      computer file, microfiche list, CD-ROM or such other form as is agreed upon
      between the Transferor and the Trustee) referred to in Section 2.6, is an
      accurate and complete listing in all material respects of all the Accounts
      as of
      the Cut-Off Date, or with respect to Additional Accounts, if applicable, as
      of
      the applicable Addition Cut-Off Date and the information contained therein
      with
      respect to the identity of such Accounts and the Receivables existing thereunder
      is true and correct in all material respects as of the Cut-Off Date or, if
      applicable, such applicable Addition Cut-Off Date.

     

    (c)  Notice
      of Breach.  The representations and warranties set forth in this
      Section 2.4 shall survive the transfer and assignment of the respective
      Receivables to the Trust.  Upon discovery by the Transferor, the
      Servicer or the Trustee of a breach of any of the representations and warranties
      set forth in this Section 2.4, the party discovering such breach shall give
      prompt written notice to the other parties mentioned above.  The
      Transferor agrees to cooperate with the Servicer and the Trustee in attempting
      to cure any such breach.

     

    (d)  Transfer
      of Ineligible Receivables.

     

    (i)  Automatic
      Removal.  In the event of a breach with respect to a Receivable of
      any representations and warranties set forth in subsection 2.4(b)(ii), or in
      the
      event that a Receivable is not an Eligible Receivable as a result of the failure
      to satisfy the conditions set forth in clause (d) of the definition of Eligible
      Receivable, and any of the following three conditions is met:  (A) as
      a result of such breach or event such Receivable is charged off as uncollectible
      or the Trust’s rights in, to or under such Receivable or its proceeds are
      impaired or the proceeds of such Receivable are not available for any reason
      to
      the Trust free and clear of any Lien; (B) the Lien upon the subject Receivable
      (1) arises in favor of the United States of America or any state thereof or
      any
      agency or instrumentality thereof and involves taxes or liens arising under
      Title IV of ERISA or (2) has been consented to by the Transferor; or (C) the
      unsecured short-term debt rating of the Transferor is not at least “P-1” by
      Moody’s and “A


    
      
        
        

      

      
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    1”
      by Standard & Poor’s and the Lien upon the subject Receivable ranks prior to
      the Lien created pursuant to this Agreement; then, upon the earlier to occur
      of
      the discovery of such breach or event by the Transferor or the Servicer or
      receipt by the Transferor of written notice of such breach or event given by
      the
      Trustee, each such Receivable shall be automatically removed from the Trust
      on
      the terms and conditions set forth in subsection 2.4(d)(iii).

     

    (ii)  Removal
      After Cure Period.  In the event of a breach of any of the
      representations and warranties set forth in subsection 2.4(b) other than a
      breach or event as set forth in clause (d)(i) above, and as a result of such
      breach the related Account becomes a Defaulted Account or the Trust’s rights in,
      to or under the Receivable or its proceeds are impaired or the proceeds of
      such
      Receivable are not available for any reason to the Trust free and clear of
      any
      Lien, then, upon the expiration of 60 days (or such longer period as may be
      agreed to by the Trustee in its sole discretion, but in no event later than
      120
      days) from the earlier to occur of the discovery of any such event by either
      the
      Transferor or the Servicer, or receipt by the Transferor of written notice
      of
      any such event given by the Trustee, each such Receivable shall be removed
      from
      the Trust on the terms and conditions set forth in subsection 2.4(d)(iii);
      provided, however, that no such removal shall be required to be
      made if, on any day within such applicable period, such representations and
      warranties with respect to such Receivable shall then be true and correct in
      all
      material respects as if such Receivable had been created on such
      day.

     

    (iii)  Procedures
      for Removal.  When the provisions of subsection 2.4(d)(i) or (ii)
      above require removal of a Receivable, the Transferor shall accept reassignment
      of such Receivable (an “Ineligible Receivable”) by directing the Servicer
      to deduct the principal balance of each such Ineligible Receivable from the
      Principal Receivables in the Trust and to decrease the Transferor Interest
      by
      such amount.  On and after the date of such removal, each Ineligible
      Receivable shall be deducted from the aggregate amount of Principal Receivables
      used in the calculation of any Investor Percentage, the Transferor Percentage
      or
      the Transferor Interest.  In the event that the exclusion of an
      Ineligible Receivable from the calculation of the Transferor Interest would
      cause the Transferor Interest to be reduced below the Minimum Transferor
      Interest, the Transferor shall immediately, but in no event later than 10
      Business Days after such event, make a deposit into the Excess Funding Account
      in immediately available funds in an amount equal to the amount by which the
      Transferor Interest would be reduced below the Minimum Transferor
      Interest.  The portion of such deposit allocated to the Investor
      Certificates of each Series shall be distributed to the Investor
      Certificateholders of each Series in the manner specified in Article IV, if
      applicable, on the Distribution Date relating to the Monthly Period in which
      such deposit is made.  Upon the reassignment to the Transferor of an
      Ineligible Receivable, the Trust shall automatically and without further action
      be deemed to transfer, assign, set-over and otherwise convey to the Transferor,
      without recourse, representation or warranty, all the right, title and interest
      of the Trust in and to such Ineligible Receivable, all monies due or to become
      due with respect to such 


    
      
        
        

      

      
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    Ineligible
      Receivable and all proceeds of such Ineligible Receivable and Insurance Proceeds
      relating to such Ineligible Receivable allocated to such Ineligible Receivable
      pursuant to any Supplement.  Upon such deduction or deposit, the
      reassigned Ineligible Receivable shall be treated by the Trust as collected
      in
      full as of the date on which it was transferred.  The Trustee shall
      execute such documents and instruments of transfer or assignment (each in form
      and substance reasonably satisfactory to the Trustee) and take other actions
      as
      shall reasonably be requested by the Transferor to evidence the conveyance
      of
      such Ineligible Receivable pursuant to this subsection
      2.4(d)(iii).  The obligation of the Transferor set forth in this
      subsection 2.4(d)(iii), or the automatic removal of such Receivable from the
      Trust, as the case may be, shall constitute the sole remedy respecting any
      breach of the representations and warranties set forth in the above-referenced
      subsections with respect to such Receivable available to Certificateholders
      or
      the Trustee on behalf of Certificateholders.

     

    (iv)  Proceeds
      Held by Servicer.  For the purposes of subsections 2.4(d)(i) and
      (ii) above, proceeds of a Receivable shall not be deemed to be impaired
      hereunder solely because such proceeds are held by the Servicer (if the Servicer
      is the Transferor) for more than the applicable period under Section 9-315(d)
      of
      the UCC.

     

    (e)  Reassignment
      of Trust Portfolio.  In the event of a breach of any of the
      representations and warranties set forth in subsection 2.4(a), either the
      Trustee or the Holders of Investor Certificates evidencing Undivided Interests
      aggregating more than 50% of the Aggregate Investor Interest, by notice then
      given in writing to the Transferor (and to the Trustee and the Servicer, if
      given by the Investor Certificateholders), may direct the Transferor to accept
      reassignment of an amount of Principal Receivables (as specified below) within
      60 days of such notice (or within such longer period as may be specified in
      such
      notice), and the Transferor shall be obligated to accept reassignment of such
      Principal Receivables on a Distribution Date specified by the Transferor (such
      Distribution Date, the “Reassignment Date”) occurring within such
      applicable period on the terms and conditions set forth below; provided,
however, that no such reassignment shall be required to be made if,
      at
      any time during such applicable period, the representations and warranties
      contained in subsection 2.4(a) shall then be true and correct in all material
      respects.  The Transferor shall deposit on the Transfer Date (in New
      York Clearing House, next day funds) preceding the Reassignment Date an amount
      equal to the reassignment deposit amount for such Receivables in the
      Distribution Account or Series Account, as provided in the related Supplement,
      for distribution to the Investor Certificateholders pursuant to Article
      XII.  The reassignment deposit amount with respect to each Series for
      such reassignment, unless otherwise stated in the related Supplement, shall
      be
      equal to (i) the Investor Interest of such Series at the end of the day on
      the
      last day of the Monthly Period preceding the Reassignment Date, less the amount,
      if any, previously allocated for payment of principal to such Certificateholders
      on the related Distribution Date in the Monthly Period in which the Reassignment
      Date occurs, plus (ii) an amount equal to all interest accrued but unpaid on
      the
      Investor Certificates of such Series at the applicable Certificate Rate through
      the Reassignment Date, less the amount, if any, previously allocated for payment
      of interest to the Certificateholders of such Series on the related Distribution
      Date in the Monthly Period in which the Reassignment Date
      occurs.  

     


    
      
        
        

      

      
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    Payment
      of the reassignment deposit amount with respect to each Series, and all other
      amounts in the Distribution Account or the applicable Series Account in respect
      of the preceding Monthly Period, shall be considered a prepayment in full of
      the
      Receivables represented by the Investor Certificates.  On the
      Distribution Date following the Transfer Date on which such amount has been
      deposited in full into the Distribution Account or the applicable Series
      Account, the Receivables and all monies due or to become due with respect to
      such Receivables and all proceeds of the Receivables and Insurance Proceeds
      relating to such Receivables and Interchange (if any) and Recoveries (if any)
      allocable to the Series shall be released to the Transferor after payment of
      all
      amounts otherwise due hereunder on or prior to such dates and the Trustee shall
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, representation or warranty, as shall be prepared by and as
      are
      reasonably requested by the Transferor to vest in the Transferor, or its
      designee or assignee, all right, title and interest of the Trust in and to
      the
      Receivables, all monies due or to become due with respect to such Receivables
      and all proceeds of the Receivables and Insurance Proceeds relating to such
      Receivables and Interchange (if any) and Recoveries (if any) allocable to the
      Series.  If the Trustee or the Investor Certificateholders give notice
      directing the Transferor to accept reassignment as provided above, the
      obligation of the Transferor to accept reassignment of the Receivables and
      pay
      the reassignment deposit amount pursuant to this subsection 2.4(e) shall
      constitute the sole remedy respecting a breach of the representations and
      warranties contained in subsection 2.4(a) available to the Investor
      Certificateholders or the Trustee on behalf of the Investor
      Certificateholders.

     

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

     

    (a)  Receivables
      to be Accounts.  Except in connection with the enforcement
      thereof, the Transferor will take no action to cause any Receivable to be
      evidenced by any instrument (as defined in the UCC).  Each Receivable
      shall be payable pursuant to a contract which does not create a Lien on any
      goods purchased thereunder.  The Transferor will take no action to
      cause any Receivable to be anything other than an “account”(as defined in the
      UCC).

     

    (b)  Security
      Interests.  Except for the conveyances hereunder, the Transferor
      will not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any Lien on any Receivable, whether now
      existing or hereafter created, or any interest therein; the Transferor will
      immediately notify the Trustee of the existence of any Lien on any Receivable,
      and the Transferor shall defend the right, title and interest of the Trust
      in,
      to and under the Receivables, whether now existing or hereafter created, against
      all claims of third parties claiming through or under the Transferor;
provided, however, that nothing in this subsection 2.5(b) shall
      prevent or be deemed to prohibit the Transferor from suffering to exist upon
      any
      of the Receivables any Liens for municipal or other local taxes if such taxes
      shall not at the time be due and payable or if the Transferor shall currently
      be
      contesting the validity thereof in good faith by appropriate proceedings and
      shall have set aside on its books adequate reserves with respect
      thereto.

     

    (c)  Finance
      Charges and Other Fees.  The Transferor, except as otherwise
      required by any Requirement of Law, or as is deemed by the Transferor to
      be


    
      
        
        

      

      
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    necessary
      in order for the Transferor to maintain its credit card business, based upon
      a
      good faith assessment by the Transferor, in its sole discretion, of the nature
      of the competition in the credit card business, shall not at any time reduce
      the
      Periodic Finance Charges assessed on any Receivable or other fees on any Account
      if, as a result of such reduction, the Transferor’s reasonable expectation of
      the Portfolio Yield as of such date (after giving effect to any concurrent
      exercise of a discount option) would be less than the Base Rate.

     

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

     

    (e)  Account
      Allocations.

     

    (i)   in
      the event that the Transferor is unable for any reason to transfer Receivables
      to the Trust in accordance with the provisions of this Agreement (including,
      without limitation, by reason of the application of the provisions of Section
      9.2 or an order by any federal governmental agency having regulatory authority
      over the Transferor or any court of competent jurisdiction that the Transferor
      not transfer any additional Principal Receivables to the Trust) then, in any
      such event, (A) the Transferor agrees to allocate and pay to the Trust, after
      the date of such inability, all Collections with respect to Principal
      Receivables, and all amounts which would have constituted Collections with
      respect to Principal Receivables but for the Transferor’s inability to transfer
      such Receivables (up to an aggregate amount equal to the amount of Principal
      Receivables in the Trust on such date); (B) the Transferor agrees to have such
      amounts applied as Collections in accordance with Article IV; and (C) for only
      so long as all Collections and all amounts which would have constituted
      Collections are allocated and applied in accordance with clauses (A) and (B)
      above, Principal Receivables (and all amounts which would have constituted
      Principal Receivables but for the Transferor’s inability to transfer Receivables
      to the Trust) that are written off as uncollectible in accordance with this
      Agreement shall continue to be allocated in accordance with Article IV, and
      all
      amounts that would have constituted Principal Receivables but for the
      Transferor’s inability to transfer Receivables to the Trust shall be deemed to
      be Principal Receivables for the


    
      
        
        

      

      
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    purpose
      of calculating (I) the applicable Investor Percentage with respect to any Series
      and (II) the Aggregate Investor Percentage thereunder.  If the
      Transferor is unable pursuant to any Requirement of Law to allocate Collections
      as described above, the Transferor agrees that it shall in any such event
      allocate, after the occurrence of such event, payments on each Account with
      respect to the principal balance of such Account first to the oldest principal
      balance of such Account and to have such payments applied as Collections in
      accordance with Article IV.  The parties hereto agree that Finance
      Charge Receivables, whenever created, accrued in respect of Principal
      Receivables that have been conveyed to the Trust, or that would have been
      conveyed to the Trust but for the above described inability to transfer such
      Receivables, shall continue to be a part of the Trust notwithstanding any
      cessation of the transfer of additional Principal Receivables to the Trust
      and
      that Collections with respect thereto shall continue to be allocated and paid
      in
      accordance with Article IV.

     

    (ii)  In
      the event that, pursuant to subsection 2.4(d), the Transferor accepts
      reassignment of an Ineligible Receivable as a result of a breach of the
      representations and warranties in subsection 2.4(b) relating to such Receivable,
      then, in any such event, the Transferor agrees to account for payments received
      with respect to such Ineligible Receivable separately from its accounting for
      Collections on Principal Receivables retained by the Trust.  If
      payments received from or on behalf of an Obligor are not specifically
      applicable either to an Ineligible Receivable of such Obligor reassigned to
      the
      Transferor or to the Receivables of such Obligor retained in the Trust, then
      the
      Transferor agrees to allocate payments proportionately based on the total amount
      of Principal Receivables of such Obligor retained in the Trust and the total
      amount owing by such Obligor on any Ineligible Receivables reassigned to the
      Transferor, and the portion allocable to any Principal Receivables retained
      in
      the Trust shall be treated as Collections and deposited in accordance with
      the
      provisions of Article IV.

     

    (f)  Conveyance
      of Accounts.  The Transferor may transfer Accounts (i) directly to
      any Affiliate that executes an agreement assuming with respect to such Accounts
      the obligations and duties of the Transferor or indirectly to any Affiliate
      in
      one or more substantially simultaneous transactions among the Transferor, such
      Affiliate and any other Affiliates of the Transferor or (ii) to any other
      Person, provided that such other Person executes such an agreement and the
      Rating Agency Condition is satisfied; provided, however, that the
      Transferor shall not be prohibited hereby from conveying, assigning, exchanging
      or otherwise transferring the Accounts in connection with a transaction
      complying with the provisions of Section 7.2.

     

    Section
      2.6  Addition
      of Accounts.

     

    (a)  (i)  If
      (A) as of the end of any Monthly Period, the Transferor Interest is less than
      the Minimum Transferor Interest for that period, the Transferor shall designate
      additional eligible VISA® or MasterCard®
      accounts from the
      Bank Portfolio (“Additional Accounts”) to be included as Accounts in
      a


    
      
        
        

      

      
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    sufficient
      amount such that the Transferor Interest after giving effect to such addition
      will be at least equal to the Minimum Transferor Interest, or (B) as of the
      end
      of any Monthly Period, the sum of the aggregate amount of Principal Receivables
      is less than the Minimum Aggregate Principal Receivables (as adjusted for any
      Series having a Companion Series as described in the Supplement for such
      Series), the Transferor shall designate Additional Accounts to be included
      as
      Accounts in a sufficient amount such that the aggregate amount of Principal
      Receivables will be equal to or greater than the Minimum Aggregate Principal
      Receivables; provided, however, that in the event of a Servicer
      Rating Event, the Transferor Interest and the sum of the aggregate amount of
      Principal Receivables will be determined on a daily basis in accordance with
      a
      method to be determined by the Servicer, subject to satisfaction of the Rating
      Agency Condition.  Receivables from such Additional Accounts shall be
      transferred to the Trust on or before the tenth Business Day following the
      end
      of such Monthly Period.

     

    (ii)           In
      lieu of, or in addition to, designating Additional Accounts pursuant to clause
      (i) above, the Transferor may, subject to the conditions specified in subsection
      2.6(c) below, convey to the Trust participations representing undivided
      interests in a pool of assets primarily consisting of receivables arising under
      revolving credit card accounts or other revolving credit accounts owned by
      the
      Transferor or any Affiliate of the Transferor and collections thereon
      (“Participations”).  The addition of Participations in the
      Trust pursuant to subsection 2.6 (a) or (b) shall be effected by an amendment
      hereto, dated the applicable Addition Date, pursuant to subsection
      13.1(a).

     

    (b)  In
      addition to its obligation under subsection 2.6(a), the Transferor may, but
      shall not be obligated to, designate from time to time Additional Accounts
      of
      the Transferor to be included as Accounts or Participations to be included
      as
      Trust Assets, in either case as of the applicable Addition Date.

     

    (c)  The
      Transferor agrees that any such transfer of Receivables from Additional
      Accounts, under subsection 2.6(a) or (b) shall satisfy the following conditions
      (to the extent provided below):

     

    (i)  On
      or before the fifth Business Day prior to the Addition Date with respect to
      additions pursuant to subsection 2.6(a) and on or before the tenth Business
      Day
      prior to the Addition Date with respect to additions pursuant to subsection
      2.6(b) (the “Notice Date”), the Transferor shall give the Trustee, each
      Rating Agency and the Servicer written notice that such Additional Accounts
      or
      Participations will be included, which notice shall specify the approximate
      aggregate amount of the Receivables to be transferred.

     

    (ii)  On
      or before the Addition Date, the Transferor shall have delivered to the Trustee
      a written assignment (including an acceptance by the Trustee on behalf of the
      Trust for the benefit of the Investor Certificateholders) in substantially
      the
      form of Exhibit B (the “Assignment”) and shall have
      indicated


    
      
        
        

      

      
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     in
      its computer files that the Receivables created in connection with the
      Additional Accounts have been transferred to the Trust.  Within five
      Business Days after the Addition Date, the Transferor shall have delivered
      to
      the Trustee a true and complete list (in the form of a computer file, microfiche
      list, CD-ROM or such other form as is agreed upon between the Transferor and
      the
      Trustee) of all Additional Accounts, identified by account number and the
      aggregate amount of the Receivables in each such Additional Account as of the
      Addition Cut-Off Date, and such list shall, as of the Addition Date, modify
      and
      amend and be incorporated into and made a part of such Assignment and this
      Agreement.

     

    (iii)  The
      Transferor shall represent and warrant that (w) the designation of Receivables
      in Additional Accounts by the Transferor and the acceptance thereof by the
      Trustee will not (I) adversely affect the tax characterization as debt of any
      Class of Investor Certificates of any outstanding Series or Class in respect
      of
      which an opinion was delivered at the time of issuance that such Class would
      be
      treated as debt for U.S. federal income tax purposes, (II) cause the Trust
      following such designation and acceptance to be deemed to be an association
      (or
      a “publicly traded partnership” within the meaning of Section 7704(b) of the
      Code) taxable as a corporation and (III) cause or constitute a taxable event
      in
      which gain or loss would be recognized by any Investor Certificateholder or
      the
      Trust, (x) each Additional Account is, as of the Addition Date, an Eligible
      Account, and each Receivable in such Additional Account is, as of the Addition
      Date, an Eligible Receivable, (y) no selection procedures believed by the
      Transferor to be materially adverse to the interests of the Investor
      Certificateholders were utilized in selecting the Additional Accounts from
      the
      available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition
      Date, the Transferor is not insolvent.

     

    (iv)  The
      Transferor shall represent and warrant that, as of the Addition Date, the
      Assignment constitutes either (x) a valid transfer and assignment to the Trust
      of all right, title and interest of the Transferor in and to the Receivables
      then existing and thereafter created in the Additional Accounts, and all
      proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds
      relating thereto and such Receivables and all proceeds thereof and Insurance
      Proceeds relating thereto will be held by the Trust free and clear of any Lien
      of any Person claiming through or under the Transferor or any of its Affiliates,
      except for (I) Liens permitted under subsection 2.5(b), (II) the interest of
      the
      Transferor as Holder of the Transferor Certificate and (III) the Transferor’s
      right to receive interest accruing on, and investment earnings in respect of,
      the Finance Charge Account and the Principal Account, or any Series Account
      as
      provided in this Agreement and any related Supplement or (y) a grant of a
      security interest (as defined in the UCC), in such property to the Trust, which
      is enforceable with respect to then existing Receivables of the Additional
      Accounts, the proceeds (as defined in the UCC), thereof and Insurance Proceeds
      relating thereto upon the conveyance of such Receivables to the Trust, and
      which
      will be enforceable with respect to the Receivables thereafter created in
      respect of Additional Accounts conveyed on such Addition Date, the proceeds
      (as
      defined in


    
      
        
        

      

      
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     the
      UCC) thereof and Insurance Proceeds relating thereto upon such creation; and
      (z)
      if the Assignment constitutes the grant of a security interest to the Trust
      in
      such property, upon the filing of a financing statement as described in Section
      2.1 with respect to such Additional Accounts and in the case of the Receivables
      thereafter created in such Additional Accounts and the proceeds (as defined
      in
      the UCC) thereof, and Insurance Proceeds relating thereto, upon such creation,
      the Trust shall have a first priority perfected security interest in such
      property (subject to Section 9-315 of the UCC), except for Liens permitted
      under
      subsection 2.5(b).

     

    (v)  The
      Transferor shall deliver an Officer’s Certificate substantially in the form of
      Schedule 2 to Exhibit B to the Trustee confirming the items set forth in
      paragraph (iii) above.

     

    (vi)  The
      Transferor shall deliver the following two Opinions of Counsel to the
      Trustee:  (1) with respect to certain matters relating to the transfer
      of the Receivables in the Additional Accounts to the Trust and the perfection
      of
      the Trust’s interest in the Receivables in the Additional Accounts and (2) with
      respect to the applicability of certain provisions of the Federal Deposit
      Insurance Act, as amended by the Financial Institutions Reform, Recovery and
      Enforcement Act of 1989, with respect to the effect of receivership on the
      Transferor’s security interest in the Receivables in the Additional
      Accounts.

     

    (vii)  If
      with respect to any three-month period or with respect to any twelve-month
      period, the aggregate amount of Principal Receivables in the accounts designated
      to have their Receivables added to the Trust shall exceed the applicable
      Aggregate Addition Limit, the Rating Agency Condition shall have been satisfied
      with respect to the inclusion of any Receivables in any account to be added
      as
      an Additional Account pursuant to subsection 2.6(b) in excess of the applicable
      Aggregate Addition Limit, except to the extent any such Receivables arise in
      accounts that are Approved Accounts.

     

    (viii)  With
      respect to a Participation included as Trust Assets pursuant to subsection
      2.6(b), the Transferor shall deliver a Tax Opinion.

     

    Section
      2.7  Removal
      of Accounts

     

    .

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

     

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


    
      
        
        

      

      
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    (i)  The
      removal of any Receivables of any Removed Accounts on any Removal Date shall
      not, in the reasonable belief of the Transferor, (A) cause a Pay Out Event
      to
      occur; provided, however, that for the purposes of this subsection
      2.7(b)(i), the Receivables of each Removed Account shall be considered to have
      been removed as of the Removal Date, (B) cause the Transferor Interest to be
      less than the Minimum Transferor Interest on such Removal Date, (C) cause the
      sum of the aggregate amount of Principal Receivables and the Excess Funding
      Amount to be less than the Minimum Aggregate Principal Receivables, or (D)
      result in the failure to make any payment specified in the related Supplement
      with respect to any Series;

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

    (iii)  The
      Transferor shall represent and warrant that (x)  the designation and
      reassignment of such Receivables from Removed Accounts will not (A) adversely
      affect the tax characterization as debt of any Class of Investor Certificates
      of
      any outstanding Series or Class in respect of which an opinion was delivered
      at
      the time of issuance that such Class would be treated as debt for U.S. federal
      income tax purposes, (B) cause the Trust following such designation and
      acceptance to be deemed to be an association (or a “publicly traded partnership”
within the meaning of Section 7704(b) of the Code) taxable as a corporation
      and
      (C) cause or constitute a taxable event in which gain or loss would be
      recognized by any Investor Certificateholder or the Trust, (y) no selection
      procedures believed by the Transferor to be materially adverse to the interests
      of the Certificateholders were utilized in selecting the Removed Accounts to
      be
      removed from the Trust, and (z) (I) a random selection procedure was used by
      the
      Transferor in selecting the Removed Accounts and only one such removal of
      randomly selected accounts shall occur in the then current Monthly Period,
      (II)
      the Removed Accounts are subject to an arrangement with a third party pursuant
      to which such third party has the right or the option to purchase the Removed
      Accounts and which right or option has arisen in response to a third-party
      action or decision not to act and not the unilateral action of the Transferor
      and such right or option has been exercised by the third party or (III) the
      Removed Accounts were selected using another method that will not preclude
      transfers of Receivables to the Trust from being accounted for as sales under
      generally accepted accounting principles or prevent the Trust from continuing
      to


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


     qualify
      as a qualifying special purpose entity in accordance with SFAS 140 (or any
      relevant replacement statement);

     

    (iv)  As
      of the Removal Notice Date, either (x) the Receivables are not more than 15%
      delinquent by estimated principal amount and the weighted averaged delinquency
      of such Receivables is not more than 60 days, or (y) the Receivables are not
      more than 7% delinquent by estimated principal amount and the weighted average
      delinquency of such Receivables does not exceed 90 days;

     

    (v)  On
      or prior to the Removal Date, if such removal is pursuant to subsection
      2.7(b)(iii)(z)(III), the Rating Agency Condition shall have been satisfied;
      and

     

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

     

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

     

    [End
      of Article II]

     


    
      
        
        

      

      
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    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      RECEIVABLES

     

    


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

     

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

     

    (b)  The
      Servicer shall service and administer the Receivables and shall collect payments
      due under the Receivables in accordance with its customary and usual servicing
      procedures for servicing credit card receivables comparable to the Receivables
      and in accordance with the Credit Card Guidelines and shall have full power
      and
      authority, acting alone or through any party properly designated by it
      hereunder, to do any and all things in connection with such servicing and
      administration which it may deem necessary or desirable.  Without
      limiting the generality of the foregoing and subject to Section 10.1, the
      Servicer is hereby authorized and empowered (i) to make withdrawals from the
      Collection Account as set forth in this Agreement, (ii) unless such power and
      authority is revoked by the Trustee on account of the occurrence of a Servicer
      Default pursuant to Section 10.1, to instruct the Trustee to make withdrawals
      and payments from the Finance Charge Account, the Principal Account, the Excess
      Funding Account and any Series Account, in accordance with such instructions
      as
      set forth in this Agreement, (iii) unless such power and authority is revoked
      by
      the Trustee on account of the occurrence of a Servicer Default pursuant to
      Section 10.1, to instruct the Trustee in writing, as set forth in this
      Agreement, (iv) to execute and deliver, on behalf of the Trust for the benefit
      of the Certificateholders, any and all instruments of satisfaction or
      cancellation, or of partial or full release or discharge, and all other
      comparable instruments, with respect to the Receivables and, after the
      delinquency of any Receivable and to the extent permitted under and in
      compliance with applicable law and regulations, to commence enforcement
      proceedings with respect to such Receivables and (v) to make any filings,
      reports, notices, applications, registrations with, and to seek any consents
      or
      authorizations from the Securities and Exchange Commission and any state
      securities authority on behalf of the Trust as may be necessary or advisable
      to
      comply with any federal or state securities or reporting
      requirements.  The Trustee agrees that it shall promptly follow the
      instructions of the Servicer to withdraw funds from the Principal Account,
      the
      Finance Charge Account, the Excess Funding Account, or any Series Account and
      to
      take any action required under any Credit Enhancement at such time as required
      under this Agreement.  The Trustee shall execute at the Servicer’s
      written request such documents prepared by the Transferor and acceptable to
      the
      Trustee as may be necessary or appropriate to enable the Servicer to carry
      out
      its servicing and administrative duties hereunder.


    
      
        
        

      

      
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    (c)  In
      the event that the Transferor is unable for any reason to transfer Receivables
      to the Trust in accordance with the provisions of this Agreement (including,
      without limitation, by reason of the application of the provisions of Section
      9.2 or the order of any federal governmental agency having regulatory authority
      over the Transferor or any court of competent jurisdiction that the Transferor
      not transfer any additional Principal Receivables to the Trust) then, in any
      such event, (A) the Servicer agrees to allocate, after such date, all
      collections with respect to Principal Receivables, and all amounts which would
      have constituted Collections with respect to Principal Receivables but for
      the
      Transferor’s inability to transfer such Receivables (up to an aggregate amount
      equal to the aggregate amount of Principal Receivables in the Trust as of such
      date) in accordance with subsection 2.5(e); (B) the Servicer agrees to apply
      such amounts as Collections in accordance with Article IV, and (C) for only
      so
      long as all Collections and all amounts which would have constituted Collections
      are allocated and applied in accordance with clauses (A) and (B) above,
      Principal Receivables (and all amounts which would have constituted Principal
      Receivables but for the Transferor’s inability to transfer Receivables to the
      Trust) that are written off as uncollectible in accordance with this Agreement
      shall continue to be allocated in accordance with Article IV and all amounts
      which would have constituted Principal Receivables but for the Transferor’s
      inability to transfer Receivables to the Trust shall be deemed to be Principal
      Receivables for the purpose of calculating (i) the applicable Investor
      Percentage with respect to any Series and (ii) the Aggregate Investor Percentage
      thereunder.  If the Servicer is unable pursuant to any Requirement of
      Law to allocate payments on the Accounts as described above, the Servicer agrees
      that it shall in any such event allocate, after the occurrence of such event,
      payments on each Account with respect to the principal balance of such Account
      first to the oldest principal balance of such Account and to have such payments
      applied as Collections in accordance with Article IV.  The parties
      hereto agree that Finance Charge Receivables, whenever created, accrued in
      respect of Principal Receivables which have been conveyed to the Trust, or
      which
      would have been conveyed to the Trust but for the above described inability
      to
      transfer such Receivables, shall continue to be a part of the Trust
      notwithstanding any cessation of the transfer of additional Principal
      Receivables to the Trust and that Collections with respect thereto shall
      continue to be allocated and paid in accordance with Article IV.

     

    (d)  In
      the event that, pursuant to subsection 2.4(d), the Transferor accepts
      reassignment of an Ineligible Receivable as a result of a breach of the
      representations and warranties in subsection 2.4(b) relating to such Receivable,
      then, in any such event, the Servicer agrees to account for payments received
      with respect to such Ineligible Receivable separately from its accounting for
      Collections on Principal Receivables retained by the Trust.  If
      payments received from or on behalf of an Obligor are not specifically
      applicable either to an Ineligible Receivable of such Obligor reassigned to
      the
      Transferor or to Receivables of such Obligor retained in the Trust, then the
      Servicer agrees to allocate payments proportionately based on the total amount
      of Principal Receivables of such Obligor retained in the Trust and the total
      amount owing by such Obligor on any Ineligible Receivables purchased by the
      Transferor, and the portion allocable to any Principal Receivables retained
      in
      the Trust shall be treated as Collections and deposited in accordance with
      the
      provisions of Article IV.


    
      
        
        

      

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

     

    (f)  The
      Servicer shall maintain fidelity bond coverage insuring against losses through
      wrongdoing of its officers and employees who are involved in the servicing
      of
      credit card receivables covering such actions and in such amounts as the
      Servicer believes to be reasonable from time to time.

     

    Section
      3.2  Servicing
      Compensation.  As compensation for its servicing activities
      hereunder and reimbursement for its expenses as set forth in the immediately
      following paragraph, the Servicer shall be entitled to receive a servicing
      fee
      (the “Servicing Fee”) prior to the termination of the Trust pursuant to Section
      12.1.  The Servicing Fee shall be payable, with respect to each
      Series, at the times and in the amounts set forth in the related
      Supplement.  The Servicing Fee shall be allocated between the Investor
      Certificates (the “Investor Servicing Fee”) and the Transferor Certificate (the
“Transferor Servicing Fee”).

     

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

     

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

     

    (a)  Organization
      and Good Standing.  The Servicer is a banking corporation duly
      organized, validly existing and in good standing under the laws of the state
      of
      its organization, has full corporate power, authority and legal right to own
      its
      properties and conduct its credit card business as such properties are presently
      owned and as such business is presently conducted, and to execute, deliver
      and
      perform its obligations under this Agreement.

     

    (b)  Due
      Qualification.  The Servicer is duly qualified to do business and
      is in good standing (or is exempt from such requirement) and has obtained all
      necessary licenses and approvals, except to the extent that the failure so
      to
      qualify or register would not have a material adverse effect on the Servicer’s
      ability to perform its obligations hereunder.


    
      
        
        

      

      
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    (c)  Due
      Authorization.  The execution, delivery, and performance of this
      Agreement have been duly authorized by the Servicer by all necessary corporate
      action on the part of the Servicer.

     

    (d)  Binding
      Obligation.  This Agreement constitutes a legal, valid and binding
      obligation of the Servicer, enforceable in accordance with its terms, except
      as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect,
      affecting the enforcement of creditors’ rights in general or the rights of
      creditors of banking corporations organized under the laws of the State of
      New
      York.

     

    (e)  No
      Violation.  The execution and delivery of this Agreement by the
      Servicer, and the performance of the transactions contemplated by this Agreement
      and the fulfillment of the terms hereof applicable to the Servicer, will not
      conflict with, violate, result in any breach of any of the material terms and
      provisions of, or constitute (with or without notice or lapse of time or both)
      a
      default under, any Requirement of Law applicable to the Servicer or any
      indenture, contract, agreement, mortgage, deed of trust or other instrument
      to
      which the Servicer is a party or by which it is bound except to the extent
      that
      the same could not reasonably be expected to have a material adverse effect
      on
      the Certificateholders or any Credit Enhancement Provider.

     

    (f)  No
      Proceedings.  There are no proceedings or investigations pending
      or, to the best knowledge of the Servicer, threatened against the Servicer
      before any court, regulatory body, administrative agency or other tribunal
      or
      governmental instrumentality seeking to prevent the issuance of the Certificates
      or the consummation of any of the transactions contemplated by this Agreement,
      seeking any determination or ruling that, in the reasonable judgment of the
      Servicer, would materially and adversely affect the performance by the Servicer
      of its obligations under this Agreement, or seeking any determination or ruling
      that would materially and adversely affect the validity or enforceability of
      this Agreement.

     

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

     

    Section
      3.4  Reports
      and Records for the Trustee.

     

    (a)  Daily
      Reports.  On each Business Day during any period during which the
      Servicer is required to make daily deposits to the Collection Account pursuant
      to subsection 4.3(a), the Servicer shall prepare and make available at the
      office of the Servicer for inspection by the Trustee a record setting forth
      (i)
      the aggregate amount of Collections


    
      
        
        

      

      
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    processed
      by the Servicer on the preceding Business Day and (ii) the aggregate amount
      of
      Receivables as of the close of business on the preceding Business
      Day.

     

    (b)  Monthly
      Servicer’s Certificate.  Unless otherwise stated in the related
      Supplement with respect to any Series, on each Determination Date the Servicer
      shall forward, as provided in Section 13.5, to the Trustee, the Paying Agent,
      any Credit Enhancement Provider and each Rating Agency, a certificate of a
      Servicing Officer in the form of Exhibit C (which includes the Schedule thereto
      specified as such in each Supplement) setting forth (i) the aggregate amount
      of
      Collections processed during the preceding Monthly Period, (ii) the aggregate
      amount of the applicable Investor Percentage of Collections of Principal
      Receivables processed by the Servicer pursuant to Article IV during the
      preceding Monthly Period with respect to each Series then outstanding, (iii)
      the
      aggregate amount of the applicable Investor Percentage of Collections of Finance
      Charge Receivables processed by the Servicer pursuant to Article IV during
      the
      preceding Monthly Period with respect to each Series then outstanding, (iv)
      the
      aggregate amount of Receivables processed as of the end of the last day of
      the
      preceding Monthly Period, (v) the balance on deposit in the Finance Charge
      Account, the Principal Account or any Series Account applicable to any Series
      then outstanding on such Determination Date with respect to Collections
      processed by the Servicer during the preceding Monthly Period, (vi) the
      aggregate amount, if any, of withdrawals, drawings or payments under any Credit
      Enhancement, if any, for each Series then outstanding required to be made with
      respect to the previous Monthly Period in the manner provided in the related
      Supplement, (vii) the sum of all amounts payable to the Investor
      Certificateholders of each Series (or for a Series of more than one Class,
      each
      such Class) on the succeeding Distribution Date in respect of Certificate
      Principal and Certificate Interest with respect to such preceding Monthly Period
      and (viii) such other matters as are set forth in Exhibit C.

     

    Section
      3.5  Annual
      Servicer’s Certificates.

     

    (a)  Servicer
      Compliance Statement.  Within the earlier of 90 days after the end
      of each fiscal year of the Servicer or such date as required by Regulation
      AB,
      beginning after the end of fiscal year 2006, the Servicer will deliver to the
      Trustee, any Credit Enhancement Provider and each Rating Agency, the statement
      of compliance required under Item 1123 of Regulation AB with respect to such
      fiscal year in substantially the form of Exhibit D, which statement shall be
      in
      the form of an Officer’s Certificate of the Servicer to the effect that (i) a
      review of the activities of the Servicer during such fiscal year and of its
      performance under this Agreement was made under the supervision of the officer
      signing such certificate and (ii) to the best of such officer’s knowledge, based
      on such review, the Servicer has fulfilled all of its obligations under this
      Agreement throughout such fiscal year, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status thereof.  A
      copy of such statement may be obtained by any Investor Certificateholder by
      a
      request in writing to the Trustee addressed to the Corporate Trust
      Office.

     

    (b)  Report
      of Assessment of Compliance with Servicing Criteria.  Within the
      earlier of 90 days after the end of each fiscal year of the Servicer or such
      date as required by Regulation AB, beginning after the end of fiscal year 2006,
      the Servicer will deliver to the Trustee, any Credit Enhancement Provider and
      each Rating Agency, a report of

     


    
      
        
        

      

      
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    compliance
      with servicing criteria required under Item 1122 of Regulation AB with respect
      to such fiscal year in substantially the form of Exhibit H, which report will
      be
      in the form of an Officer’s Certificate of the Servicer to the effect that (i)
      the Servicer is responsible for assessing compliance with the servicing
      obligations under this Agreement; (ii) the Servicer has used the criteria in
      paragraph (d) of Item 1122 of Regulation AB to assess compliance with the
      servicing obligations under this Agreement; (iii) the Servicer has assessed
      compliance with the servicing obligations under this Agreement as of and for
      the
      period ending the end of such fiscal year and has disclosed any material
      instance of noncompliance identified by the Servicer; and (iv) a registered
      public accounting firm has issued an attestation report on the Servicer’s
      assessment of compliance with the servicing obligations under this Agreement
      as
      of and for the period ending the end of such fiscal year.  A copy of
      such report may be obtained by any Investor Certificateholder by a request
      in
      writing to the Trustee addressed to the Corporate Trust Office.

     

    Section
      3.6  Annual
      Independent Accountants’ Servicing Report.

     

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

     

    (b)  [RESERVED].

     

    Section
      3.7  Tax
      Treatment.  Except as otherwise provided in any related
      Supplement, the Transferor has structured this Agreement and the Investor
      Certificates with the intention that the Investor Certificates will qualify
      under applicable federal, state, local and foreign tax law as
      indebtedness.  Unless otherwise specified in the related Supplement,
      the Transferor, the Servicer, the Holder of the Transferor Certificate, each
      Investor Certificateholder, and each Certificate Owner, agree to treat and
      to
      take no action inconsistent with the treatment of the Investor Certificates
      (or
      beneficial interest therein) as indebtedness for purposes of federal, state,
      local and foreign income or franchise taxes and any other tax imposed on or
      measured by income.  Each Investor Certificateholder and the Holder of
      the Transferor Certificate, by acquisition of its interest in the Transferor
      Interest; each Certificate Owner, by acquisition of a beneficial interest in
      a
      Certificate; and any owner of any Collateral Interest or interest therein,
      by
      acquisition of such interest therein, agrees to be bound by the provisions
      of
      this Section 3.7.  Each Certificateholder agrees that it will cause
      any Certificate Owner acquiring an interest in a Certificate through it to
      comply with this Agreement as to treatment as indebtedness under applicable
      tax
      law, as described in this Section 3.7.

     

    Section
      3.8  Notices
      to the Transferor.  In the event that the Transferor is no longer
      acting as Servicer, any Successor Servicer appointed pursuant to Section 10.2
      shall

     


    
      
        
        

      

      
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    deliver
      or make available to the Transferor each certificate and report required to
      be
      prepared, forwarded or delivered thereafter pursuant to Sections 3.4, 3.5 and
      3.6.

     

    [End
      of Article III]

     


    
      
        
        

      

      
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    ARTICLE
      IV

     

    RIGHTS
      OF CERTIFICATEHOLDERS AND ALLOCATION

    AND
      APPLICATION OF COLLECTIONS

     

    Section
      4.1  Rights
      of Certificateholders.  Each Series of Investor Certificates shall
      represent Undivided Interests in the Trust, including the benefits of any Credit
      Enhancement issued with respect to such Series and the right to receive the
      Collections and other amounts at the times and in the amounts specified in
      this
      Article IV to be deposited in the Investor Accounts and any other Series Account
      (if so specified in the related Supplement) or to be paid to the Investor
      Certificateholders of such Series; provided, however, that the aggregate
      interest represented by such Certificates at any time in the Principal
      Receivables shall not exceed an amount equal to the Investor Interest at such
      time.  The Transferor Certificate or, as the case may be, the
      uncertificated interest in the Transferor Interest shall represent the remaining
      undivided interest in the Trust not allocated to the Investor Certificates
      and
      the other interests issued by the Trust, including the right to receive the
      Collections and other amounts at the times and in the amounts specified in
      this
      Article IV to be paid to the Holder of the Transferor Certificate; provided,
      however, that if the Transferor elects to have its interest in the Transferor
      Interest be uncertificated as provided in Section 6.1 hereof, then such
      uncertificated interest shall represent the Transferor Interest; provided
      further, that the aggregate interest represented by such Transferor Certificate
      in the Principal Receivables or, as the case may be, the aggregate
      uncertificated interest of the Transferor in the Principal Receivables, shall
      not exceed the Transferor Interest at any time and such Transferor Certificate
      or, as the case may be, such uncertificated interest shall not represent any
      interest in the Investor Accounts, except as provided in this Agreement, or
      have
      the benefit of any Credit Enhancement issued with respect to any
      Series.

     

    Section
      4.2  Establishment
      of Accounts.

     

    (a)  The
      Collection Account.  The Servicer, for the benefit of the
      Certificateholders, shall establish and maintain in the name of the Trustee,
      on
      behalf of the Trust, an Eligible Deposit Account bearing a designation clearly
      indicating that the funds deposited therein are held in trust for the benefit
      of
      the Certificateholders (the “Collection Account”).  Pursuant to
      authority granted to it pursuant to subsection 3.1(b), the Servicer shall have
      the revocable power to withdraw funds from the Collection Account for the
      purposes of carrying out its duties hereunder.

     

    (b)  The
      Finance Charge and Principal Accounts.  The Trustee, for the
      benefit of the Investor Certificateholders, shall establish and maintain in
      the
      State of New York with the Paying Agent in the name of the Trust two Eligible
      Deposit Accounts (the “Finance Charge Account” and the “Principal
      Account”, respectively), bearing a designation clearly indicating that the
      funds therein are held for the benefit of the Investor Certificateholders;
      provided, however, that each of such accounts may be established
      as sub-accounts of the Collection Account.  The Trustee shall possess
      all right, title and interest in all funds on deposit from time to time in
      the
      Finance Charge Account and the Principal Account


    
      
        
        

      

      
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    and
      in all proceeds thereof.  The Finance Charge Account and the Principal
      Account shall be under the sole dominion and control of the Trustee for the
      benefit of the Investor Certificateholders.  Pursuant to authority
      granted to it hereunder, the Servicer shall have the revocable power to instruct
      the Trustee to withdraw funds from the Finance Charge Account and the Principal
      Account for the purpose of carrying out the Servicer’s duties
      hereunder.  The Trustee at all times shall maintain accurate records
      reflecting each transaction in the Principal Account and the Finance Charge
      Account and that funds held therein shall at all times be held in trust for
      the
      benefit of the Investor Certificateholders.

     

    (c)  The
      Distribution Account.  The Trustee, for the benefit of the
      Investor Certificateholders, shall cause to be established and maintained in
      the
      name of the Trust, an Eligible Deposit Account bearing a designation clearly
      indicating that the funds deposited therein are held in trust for the benefit
      of
      the Investor Certificateholders (the “Distribution
      Account”).  The Trustee shall possess all right, title and
      interest in all funds on deposit from time to time in the Distribution Account
      and in all proceeds thereof.  The Distribution Account shall be under
      the sole dominion and control of the Trustee for the benefit of the Investor
      Certificateholders.

     

    (d)  The
      Excess Funding Account.  The Trustee, for the benefit of the
      Investor Certificateholders, shall establish and maintain an Eligible Deposit
      Account bearing a designation clearly indicating that the funds therein are
      held
      for the benefit of the Investor Certificateholders (the “Excess Funding
      Account”).  The Trustee shall possess all right, title and
      interest in all funds on deposit from time to time in the Excess Funding Account
      and in all proceeds thereof.  The Excess Funding Account shall be
      under the sole dominion and control of the Trustee for the benefit of the
      Investor Certificateholders.  If, at any time, the Excess Funding
      Account ceases to be an Eligible Deposit Account, the Trustee shall notify
      the
      Rating Agency and within 10 Business Days establish a new Eligible Deposit
      Account which shall be designated as the new Excess Funding Account and shall
      transfer any cash or any investments to such new Excess Funding
      Account.  From the date such new Excess Funding Account is
      established, it shall be the “Excess Funding
      Account.”  Pursuant to authority granted to it hereunder, the
      Servicer shall have the revocable power to instruct the Trustee to withdraw
      funds from the Excess Funding Account for the purpose of carrying out the
      Servicer’s duties hereunder.  The Trustee at all times shall maintain
      accurate records reflecting each transaction in the Excess Funding Account
      and
      that funds held therein shall at all times be held in trust for the benefit
      of
      the Investor Certificateholders.  In no event shall it be the
      responsibility of the Trustee to determine whether the Excess Funding Account
      is
      an Eligible Deposit Account.

     

    (e)  Series
      Accounts.  If so provided in the related Supplement, the Trustee,
      for the benefit of the Investor Certificateholders, shall cause to be
      established and maintained in the name of the Trust, one or more Series
      Accounts.  Each such Series Account shall bear a designation clearly
      indicating that the funds deposited therein are held for the benefit of the
      Investor Certificateholders of such Series.  Each such Series Account
      will be an Eligible Deposit Account, if so provided in the related Supplement,
      and will have such other features, and amounts therein will be applied, as
      set
      forth in the related Supplement.


    
      
        
        

      

      
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    (f)  Administration
      of the Finance Charge, Principal Accounts and Excess Funding
      Account.  Funds on deposit in the Principal Account, the Finance
      Charge Account and the Excess Funding Account shall at all times be invested
      in
      Permitted Investments.  Any such investment shall mature and such
      funds shall be available for withdrawal on or prior to the Transfer Date related
      to the Monthly Period in which such funds were processed for collection, or
      if
      so specified in the related Supplement, immediately preceding a Distribution
      Date.  The Trustee shall maintain for the benefit of the Investor
      Certificateholders possession of the negotiable instruments or securities
      evidencing the Permitted Investments described in clause (a) of the definition
      thereof from the time of purchase thereof until the time of sale or maturity;
      provided, however that no such investment shall be disposed of
      prior to its maturity date.  At the end of each month, all interest
      and earnings (net of losses and investment expenses) on funds on deposit in
      the
      Principal Account and the Finance Charge Account shall be deposited by the
      Trustee in an Eligible Deposit Account in the name of the Transferor, or a
      Person designated in writing by the Servicer, which shall not constitute a
      part
      of the Trust, or shall otherwise be turned over by the Trustee to the Transferor
      not less frequently than monthly, and all interest and earnings (net of losses
      and investment expenses) on funds on deposit in the Excess Funding Account
      shall
      be deposited by the Trustee in the Finance Charge Account for application as
      Collections of Finance Charge Receivables.  Subject to the
      restrictions set forth above, the Servicer, or a Person designated in writing
      by
      the Servicer, of which the Trustee shall have received written notification
      thereof, shall instruct the Trustee with respect to the investment of funds
      on
      deposit in the Principal Account and the Finance Charge Account.  For
      purposes of determining the availability of funds or the balances in the Finance
      Charge Account, the Principal Account and, except as provided in the second
      preceding sentence, the Excess Funding Account, for any reason under this
      Agreement, all investment earnings on such funds shall be deemed not to be
      available or on deposit.  In no event shall it be the responsibility
      of the Trustee to determine whether an investment is a Permitted
      Investment.

     

    Section
      4.3  Collections
      and Allocations.

     

    (a)  Collections.  Except
      as provided below, the Servicer shall deposit all Collections in the Collection
      Account as promptly as possible after the Date of Processing of such
      Collections, but in no event later than the second Business Day following such
      Date of Processing.  In the event of the insolvency of the Servicer,
      then, immediately upon the occurrence of such event and thereafter, the Servicer
      shall deposit all Collections into the Collection Account, and in no such event
      shall the Servicer deposit any Collections thereafter into any account
      established, held or maintained with the Servicer.

     

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


    
      
        
        

      

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

     

    Notwithstanding
      anything else in this Agreement to the contrary, with respect to any Monthly
      Period, whether the Servicer is required to make monthly or daily deposits
      from
      the Collection Account into the Finance Charge Account, the Principal Account,
      the Excess Funding Account or any Series Account, as provided in any Supplement,
      (y) the Servicer will only be required to deposit Collections from the
      Collection Account into the Finance Charge Account, the Principal Account,
      the
      Excess Funding Account or any Series Account in an amount equal to the lesser
      of
      (I) the amount required to be deposited into any such deposit account pursuant
      to the terms of this Agreement or any Supplement and (II) the amount required
      to
      be distributed on or prior to the related Distribution Date to Investor
      Certificateholders or to any Credit Enhancement Provider pursuant to the terms
      of any Supplement or agreement relating to such Credit Enhancement and (z)
      if at
      any time prior to such Distribution Date the amount of Collections deposited
      in
      the Collection Account exceeds the amount required to be deposited pursuant
      to
      clause (y) above, the Servicer will be permitted to withdraw the excess from
      the
      Collection Account.

     

    (b)  Allocations
      for the Holder of the Transferor Certificate.  Throughout the
      existence of the Trust, unless otherwise stated in any Supplement, the Servicer
      shall allocate to the Holder of the Transferor Certificate an amount equal
      to
      the product of (A) the Transferor Percentage and (B) the aggregate amount of
      such Collections allocated to Principal Receivables and Finance Charge
      Receivables, respectively, in respect of each Monthly
      Period.  Notwithstanding anything in this Agreement to the contrary,
      unless otherwise stated in any Supplement, the Servicer need not deposit this
      amount or any other amounts so allocated to the Holder of the Transferor
      Certificate pursuant to any Supplement into the Collection Account and shall
      pay, or be deemed to pay, such amounts as collected to the Holder of the
      Transferor Certificate.

     

    (c)  Adjustments
      for Miscellaneous Credits and Fraudulent Charges.  The Servicer
      shall be obligated to reduce on a net basis in each Monthly Period the aggregate
      amount of Principal Receivables used to calculate the Transferor Interest as
      provided in this subsection 4.3(c) (a “Credit Adjustment”) with respect
      to any Principal Receivable (i) which was created in respect of merchandise
      refused or returned by the Obligor thereunder or as to which the Obligor
      thereunder has asserted a counterclaim or defense, (ii) which is reduced
      by


    
      
        
        

      

      
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    the
      Servicer by any rebate, refund, charge-back or adjustment (including Servicer
      errors) or (iii) which was created as a result of a fraudulent or counterfeit
      charge.

     

    In
      the event that the inclusion of the amount of a Credit Adjustment in the
      calculation of the Transferor Interest would cause the Transferor Interest
      to be
      an amount less than the Minimum Transferor Interest, the Transferor shall make
      a
      deposit, no later than the Business Day following the Date of Processing of
      such
      Credit Adjustment, into the Excess Funding Account in immediately available
      funds in an amount equal to the amount by which such Credit Adjustment would
      cause the Transferor Interest to be less than the Minimum Transferor Interest
      on
      such Date of Processing.

     

    (d)  Transfer
      of Defaulted Accounts and Accounts with Zero Balances.  Unless
      otherwise provided in any Supplement, on the date on which (i) an Account
      becomes a Defaulted Account, (ii) an Account (A) with respect to which the
      card
      has been lost, stolen or authorization prohibited, and (B) which has had an
      outstanding balance of zero for at least six months, has been closed by the
      Servicer, or (iii) an Account (A) which has been designated by the Servicer
      as
“frozen”, revoked or interest accrual prohibited, and (B) which has had an
      outstanding balance of zero for at least two months, has been closed by the
      Servicer, the Trust shall automatically and without further action or
      consideration be deemed to transfer, set over, and otherwise convey to the
      Transferor, without recourse, representation or warranty, all the right, title
      and interest of the Trust in and to the Receivables in such Defaulted Accounts
      and Accounts with zero balances, including, with respect to Defaulted Accounts,
      all monies due or to become due with respect to such Receivables, all proceeds
      of such Receivables and Insurance Proceeds relating to such Receivables
      allocable to the Trust.  Notwithstanding any such transfer of
      Accounts, amounts recovered with respect to such Defaulted Accounts may still
      be
      allocated to the Trust to the extent provided for in the definition of
      Recoveries.

     

    (e)  Operation
      of Excess Funding Account.  On each Determination Date on which
      one or more Series is in its Amortization Period or Accumulation Period, the
      Servicer shall determine the aggregate amount of Principal Shortfalls, if any,
      with respect to each such Series that is a Principal Sharing Series, and the
      Servicer shall instruct the Trustee to withdraw such amount (up to the Excess
      Funding Amount) from the Excess Funding Account on the next succeeding Transfer
      Date and deposit such amount into the Distribution Account for allocation among
      each such Series as Shared Principal Collections as specified in each related
      Supplement.  On any Business Day on which the Transferor Interest
      exceeds the Minimum Transferor Interest, the Servicer shall instruct the Trustee
      to withdraw the amount of such excess (up to the Excess Funding Amount) from
      the
      Excess Funding Account on such day and pay such amount to the Holder of the
      Transferor Certificate.

     

    Section
      4.4  Allocations
      During Funding Period.  To the extent that the Servicer
      establishes an Eligible Deposit Account as a pre-funding account (the
“Pre-Funding Account”) with respect to any Series, bearing a designation
      indicating that the funds deposited therein are for the benefit of such Series,
      during the period (the “Funding Period”), as set forth in the related
      Supplement, that the Pre-Funding Account maintains a balance, the date upon
      which an increase in the Invested Amount of such Series in accordance with
      the
      terms of such related Supplement occurs shall be treated as an Addition Date
      solely for the purpose of calculating the

     


    
      
        
        

      

      
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    applicable
      Investor Percentages.  Such Addition Date shall be deemed to occur on
      the date of each such increase and the applicable Investor Percentages shall
      be
      calculated accordingly.

     

    Section
      4.5  [RESERVED].

     

     

    [THE
      REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE SPECIFIED IN ANY SUPPLEMENT
      WITH RESPECT TO ANY SERIES]

     

     

    [End
      of Article IV]

     


    
      
        
        

      

      
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    ARTICLE
      V


     

    [ARTICLE
      V IS RESERVED AND SHALL

    BE
      SPECIFIED IN ANY SUPPLEMENT

    WITH
      RESPECT TO ANY SERIES]

     

    [End
      of Article V]

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    Section
      6.1  The
      Certificates.  Subject to Sections 6.10 and 6.13, the Investor
      Certificates of each Series and any Class thereof may be issued in bearer form
      (the “Bearer Certificates”) to a certificateholder (“Bearer
      Certificateholder”) with attached interest coupons and a special coupon
      (collectively, the “Coupons”) or in fully registered form (the “Registered
      Certificates”), and shall be substantially in the form of the exhibits with
      respect thereto attached to the related Supplement.  The Transferor
      may elect at any time, by written notice to the Trustee, to have its interest
      in
      the Transferor Interest be (i) an uncertificated interest or (ii) evidenced
      by a
      Transferor Certificate.  If the Transferor elects to have its interest
      in the Transferor Interest be uncertificated, it shall deliver to the Trustee
      for cancellation any Transferor Certificate previously issued.  If the
      Transferor elects to have its interest in the Transferor Interest be evidenced
      by a Transferor Certificate, the Transferor Certificate shall be issued pursuant
      hereto or to Section 6.9 or Section 6.10, substantially in the form of Exhibit
      A
      and shall upon issue be executed and delivered by the Transferor to the Trustee
      for authentication and redelivery as provided in Sections 2.1 and
      6.2.  The Investor Certificates shall, upon issue pursuant hereto or
      to Section 6.9 or Section 6.10, be executed and delivered by the Transferor
      to
      the Trustee for authentication and redelivery as provided in Sections 2.1 and
      6.2.  Any Investor Certificate shall be issuable in a minimum
      denomination of $1,000 Undivided Interest and integral multiples thereof, unless
      otherwise specified in any Supplement.  The Transferor Certificate, if
      applicable, shall be issued as a single certificate.  Each Certificate
      shall be executed by manual or facsimile signature on behalf of the Transferor
      by its President or any Vice President.  Certificates bearing the
      manual or facsimile signature of the individual who was, at the time when such
      signature was affixed, authorized to sign on behalf of the Transferor or the
      Trustee shall not be rendered invalid, notwithstanding that such individual
      has
      ceased to be so authorized prior to the authentication and delivery of such
      Certificates or does not hold such office at the date of such
      Certificates.  No Certificate shall be entitled to any benefit under
      this Agreement, or be valid for any purpose, unless there appears on such
      Certificate a certificate of authentication substantially in the form provided
      for herein, executed by or on behalf of the Trustee by the manual signature
      of a
      duly authorized signatory, and such certificate of authentication upon any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly authenticated and delivered hereunder.  All
      Certificates shall be dated the date of their authentication except Bearer
      Certificates which shall be dated the applicable New Issuance Date.

     

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

     


    
      
        
        

      

      
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    non-assessable.  The
      Trustee shall authenticate and deliver the Transferor Certificate to the
      Transferor simultaneously with its delivery to the Transferor of the initial
      Series of Investor Certificates.  In connection with the New Issuance
      as provided in Section 6.9 and the satisfaction of certain other conditions
      specified therein, the Trustee shall authenticate and deliver the Investor
      Certificates of additional Series (with the designation provided in the related
      Supplement), upon the order of the Transferor, to the Persons designated in
      such
      Supplement.  If specified in the related Supplement for any Series,
      the Trustee shall authenticate and deliver outside the United States the Global
      Certificate that is issued upon original issuance thereof, upon the written
      order of the Transferor, to the Depository against payment of the purchase
      price
      therefor.  If specified in the related Supplement for any Series, the
      Trustee shall authenticate Book-Entry Certificates that are issued upon original
      issuance thereof, upon the written order of the Transferor, to a Clearing Agency
      or its nominee as provided in Section 6.10 against payment of the purchase
      price
      thereof.

     

    Section
      6.3  Registration
      of Transfer and Exchange of Certificates.

     

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

     

    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Transfer Agent and Registrar, the Transferor shall execute,
      subject to the provisions of subsection 6.3(c), and the Trustee shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates in authorized denominations of like
      aggregate Undivided Interests; provided, however that the
      provisions of this paragraph shall not apply to Bearer
      Certificates.

     

    At
      the option of an Investor Certificateholder, Investor Certificates may be
      exchanged for other Investor Certificates of the same Series in authorized
      denominations of like aggregate Undivided Interests, upon surrender of the
      Investor Certificates to be exchanged at any such office or
      agency.  At the option of any Holder of Registered Certificates,
      Registered Certificates may be exchanged for other Registered Certificates
      of
      the same Series in authorized


    
      
        
        

      

      
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    denominations
      of like aggregate Undivided Interests in the Trust, upon surrender of the
      Registered Certificates to be exchanged at any office or agency of the Transfer
      Agent and Registrar maintained for such purpose.  At the option of a
      Bearer Certificateholder, subject to applicable laws and regulations (including
      without limitation, the Bearer Rules), Bearer Certificates may be exchanged
      for
      other Bearer Certificates or Registered Certificates of the same Series in
      authorized denominations of like aggregate Undivided Interests in the Trust,
      in
      the manner specified in the Supplement for such Series, upon surrender of the
      Bearer Certificates to be exchanged at an office or agency of the Transfer
      Agent
      and Registrar located outside the United States.  Each Bearer
      Certificate surrendered pursuant to this Section 6.3 shall have attached thereto
      (or be accompanied by) all unmatured Coupons, provided that any Bearer
      Certificate so surrendered after the close of business on the Record Date
      preceding the relevant Distribution Date after the related Series Termination
      Date need not have attached the coupons relating to such Distribution
      Date.

     

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

     

    The
      preceding provisions of this Section 6.3 notwithstanding, the Trustee or the
      Transfer Agent and Registrar, as the case may be, shall not be required to
      register the transfer of or exchange any Investor Certificate of any Series
      for
      a period of 15 days preceding the due date for any payment with respect to
      the
      Investor Certificates of such Series.

     

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

     

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

     

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


    
      
        
        

      

      
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    (b)  Except
      as provided in Section 6.9 or 7.2 or in any Supplement, in no event shall the
      Transferor Certificate or any interest therein, or, as the case may be, the
      uncertificated interest in the Transferor Interest or any interest therein,
      be
      transferred hereunder, in whole or in part, unless the Transferor shall have
      consented in writing to such transfer and the Trustee shall have received a
      Tax
      Opinion with respect to such transfer (a copy of which shall be provided to
      the
      Rating Agencies).

     

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

     

    Whenever
      a Registered Certificate containing the legend sat forth in the related
      Supplement is presented to the Transfer Agent and Registrar for registration
      of
      transfer, the Transfer Agent and Registrar shall promptly seek instructions
      from
      the Servicer regarding such transfer.  The Transfer Agent and
      Registrar and the Trustee shall be entitled to receive written instructions
      signed by a Servicing Officer prior to registering any such transfer or
      authenticating new Registered Certificates, as the case may be.  The
      Servicer hereby agrees to indemnify the Transfer Agent and Registrar and the
      Trustee and to hold each of them harmless against any loss, liability or expense
      incurred without negligence or bad faith on their part arising out of or in
      connection with actions taken or omitted by them in reliance on any such written
      instructions furnished pursuant to this subsection 6.3(c).

     

    (d)  The
      Transfer Agent and Registrar will maintain at its expense in the Borough of
      Manhattan, the City of New York (and subject to this Section 6.3, if specified
      in the related Supplement for any Series, any other city designated in such
      Supplement) an office or offices or an agency or agencies where Investor
      Certificates of such Series may be surrendered for registration of transfer
      or
      exchange.

     

    Section
      6.4  Mutilated,
      Destroyed, Lost or Stolen Certificates.  If (a) any mutilated
      Certificate (together, in the case of Bearer Certificates, with all unmatured
      Coupons, if any, appertaining thereto) is surrendered to the Transfer Agent
      and
      Registrar, or the Transfer Agent and Registrar receives evidence to its
      satisfaction of the destruction, loss or theft of any Certificate and (b) there
      is delivered to the Transfer Agent and Registrar and the Trustee such security
      or indemnity as may be reasonably required by them to save each of them
      harmless, then, in the absence of notice to the Trustee that such Certificate
      has been acquired by a bona fide purchaser, the Transferor shall execute and
      the
      Trustee shall authenticate and (unless the Transfer Agent and Registrar is
      different from the Trustee, in which case the Transfer Agent and Registrar
      shall) deliver (in compliance with applicable law), in exchange for or in lieu
      of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
      of like tenor and aggregate Undivided Interest.  In connection with
      the issuance of any new Certificate under this Section 6.4, the Trustee or
      the
      Transfer Agent and Registrar may require the payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trustee
      and the Transfer Agent and Registrar) connected therewith.  Any
      duplicate Certificate issued pursuant to this Section 6.4

     


    
      
        
        

      

      
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    shall
      constitute complete and indefeasible evidence of ownership in the Trust, as
      if
      originally issued, whether or not the lost, stolen or destroyed certificate
      shall be found at any time.

     

    Section
      6.5  Persons
      Deemed Owners.  Prior to due presentation of a Certificate for
      registration of transfer, the Trustee, the Paying Agent, the Transfer Agent
      and
      Registrar and any agent of any of them may treat the Person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions pursuant to Article V (as described in any Supplement)
      and for all other purposes whatsoever, and neither the Trustee, the Paying
      Agent, the Transfer Agent and Registrar nor any agent of any of them shall
      be
      affected by any notice to the contrary; provided, however, that in determining
      whether the holders of Investor Certificates evidencing the requisite Undivided
      Interests have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, unless otherwise expressly specified herein or
      in
      the related Supplement, Investor Certificates owned by the Transferor, the
      Servicer or any Affiliate thereof shall be disregarded and deemed not to be
      outstanding, except that, in determining whether the Trustee shall be protected
      in relying upon any such request, demand, authorization, direction, notice,
      consent or waiver, only Investor Certificates which a Responsible Officer in
      the
      Corporate Trust Office of the Trustee knows to be so owned shall be so
      disregarded.  Investor Certificates so owned that have been pledged in
      good faith shall not be disregarded as outstanding, if the pledgee establishes
      to the satisfaction of the Trustee the pledgee’s right so to act with respect to
      such Investor Certificates and that the pledgee is not the Transferor, the
      Servicer or an Affiliate thereof.

     

    In
      the case of a Bearer Certificate, the Trustee, the Paying Agent, the Transfer
      Agent and Registrar and any agent of any of them may treat the holder of a
      Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon
      for the purpose of receiving distributions pursuant to Article IV and Article
      XII and for all other purposes whatsoever, and neither the Trustee, the Paying
      Agent, the Transfer Agent and Registrar nor any agent of any of them shall
      be
      affected by any notice to the contrary.  Certificates so owned which
      have been pledged in good faith shall not be disregarded and may be regarded
      as
      outstanding, if the pledgee establishes to the satisfaction of the Trustee
      the
      pledgee’s right so to act with respect to such Investor Certificates and that
      the pledgee is not the Transferor, the Servicer or an Affiliate
      thereof.

     

    Section
      6.6  Appointment
      of Paying Agent.

     

    (a)  The
      Paying Agent shall make distributions to Investor Certificateholders from the
      appropriate account or accounts maintained for the benefit of Certificateholders
      as specified in this Agreement or the related Supplement for any Series pursuant
      to Articles IV and V (as described in the related Supplement).  Any
      Paying Agent shall have the revocable power to withdraw funds from such
      appropriate account or accounts for the purpose of making distributions referred
      to above.  The Trustee (or the Servicer if the Trustee is the Paying
      Agent) may revoke such power and remove the Paying Agent, if the Trustee (or
      the
      Servicer if the Trustee is the Paying Agent) determines in its sole discretion
      that the Paying Agent shall have failed to perform its obligations under this
      Agreement in any material respect or for other good cause.  The
      Trustee (or the Servicer if the Trustee is the Paying Agent) shall notify the
      Rating Agency of the removal of any Paying Agent.  The Paying Agent,
      unless the Supplement with respect to any Series states otherwise, shall be
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    Trustee.  If
      any form of Investor Certificate is issued as a Global Certificate, or if and
      so
      long as any Series of Investor Certificates are listed on the Luxembourg Stock
      Exchange and such exchange shall so require, the Trustee shall appoint a
      co-paying agent in Luxembourg or another European city.  The Paying
      Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice
      to the Servicer.  In the event that any Paying Agent shall no longer
      be the Paying Agent, the Trustee shall appoint a successor to act as Paying
      Agent (which shall be a bank or trust company).  The provisions of
      Sections 11.1, 11.2 and 11.3 shall apply to the Trustee also in the capacity
      of
      Paying Agent, for so long as the Trustee shall act as Paying
      Agent.  Any reference in this Agreement to the Paying Agent shall
      include any co-paying agent unless the context requires otherwise.

     

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

     

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

     

    Section
      6.7  Access
      to List of Certificateholders’ Names and Addresses.  The Trustee
      will furnish or cause to be furnished by the Transfer Agent and Registrar to
      the
      Servicer or the Paying Agent, within five Business Days after receipt by the
      Trustee of a request therefor from the Servicer or the Paying Agent,
      respectively, in writing, a list in such form as the Servicer or the Paying
      Agent may reasonably require, of the names and addresses of the Investor
      Certificateholders as of the most recent Record Date for payment of
      distributions to Investor Certificateholders.  Unless otherwise
      provided in the related Supplement, holders of Investor Certificates evidencing
      Undivided Interests aggregating not less than 10% of the Investor Interest
      of
      the Investor Certificates of any Series (the “Applicants”) may apply in writing
      to the Trustee, and if such application states that the Applicants desire to
      communicate with other Investor Certificateholders of any Series with respect
      to
      their rights under this Agreement or under the Investor Certificates and is
      accompanied by a copy of the communication which such Applicants propose to
      transmit, then the Trustee, after having been adequately indemnified by such
      Applicants for its costs and expenses, shall afford or shall cause the Transfer
      Agent and Registrar to afford such Applicants access during normal business
      hours to the most recent list of Certificateholders held by the Trustee or
      the
      Transfer Agent and Registrar and shall give the Servicer notice that such
      request has been made, within five Business Days after the receipt of such
      application.  Such list shall be as of a date no more than 45 days
      prior to the date of receipt of such Applicants’ request.  Every
      Certificateholder, by receiving and holding a Certificate, agrees with the
      Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any
      of

     


    
      
        
        

      

      
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    their
      respective agents shall be held accountable by reason of the disclosure of
      any
      such information as to the names and addresses of the Certificateholders
      hereunder, regardless of the source from which such information was
      obtained.

     

    Section
      6.8  Authenticating
      Agent.

     

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

     

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

     

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

     

    (d)  The
      Trustee agrees to pay each authenticating agent from time to time reasonable
      compensation for its services under this Section 6.8, and the Trustee shall
      be
      entitled to be reimbursed and the Servicer shall reimburse the Trustee for
      such
      reasonable payments actually made, subject to the provisions of Section
      11.5.

     

    (e)  The
      provisions of Sections 11.1, 11.2 and 11.3 shall be applicable to any
      authenticating agent.

     

    (f)  Pursuant
      to an appointment made under this Section 6.8, the Certificates may have
      endorsed thereon, in lieu of the Trustee’s certificate of authentication, an
      alternate certificate of authentication in substantially the following
      form:


    
      
        
        

      

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

    


    


    ______________________________,

    as
      Authenticating Agent

      for
      the Trustee

     

    


     

    By:___________________________

       Authorized
      signatory

     

    Section
      6.9  New
      Issuances.

     

    (a)  Upon
      the issuance of Investor Certificates of a new Series, the Trustee shall issue
      to the Holder of the Transferor Certificate under Section 6.1, for execution
      and
      redelivery to the Trustee for authentication under Section 6.2, Investor
      Certificates of such Series.  Each Investor Certificate of any such
      Series shall be substantially in the form specified in the related Supplement
      and shall bear upon its face the designation for such Series to which it
      belongs, as selected by the Transferor.  Except as specified in any
      Supplement for a related Series, all Investor Certificates of any Series shall
      rank paripassu and be equally and ratably entitled as provided
      herein to the benefits hereof (except that the Credit Enhancement provided
      for
      any Series shall not be available for any other Series) without preference,
      priority or distinction on account of the actual time or times of authentication
      and delivery, all in accordance with the terms and provisions of this Agreement
      and the related Supplement.

     

    (b)  The
      Holder of the Transferor Certificate may permit Investor Certificates of one
      or
      more new Series to be issued (each, a “New Issuance”) by notifying the
      Trustee in writing at least three days in advance (a “New Issuance
      Notice”) of the date upon which the New Issuance is to occur (a “New
      Issuance Date”).  Any New Issuance Notice shall state the
      designation of any Series (and Class thereof, if applicable) to be issued on
      the
      New Issuance Date and, with respect to each such Series:  (i) its
      Initial Investor Interest (or the method for calculating such Initial Investor
      Interest), (ii) its Certificate Rate (or the method for allocating interest
      payments or other cash flows to such Series), if any, and (iii) the Credit
      Enhancement Provider, if any, with respect to such Series.  On the New
      Issuance Date, the Trustee shall authenticate and deliver the Investor
      Certificates of any such Series only upon delivery to it of the
      following:  (A) a Supplement satisfying the criteria set forth in
      subsection 6.9(c) executed by the Transferor and specifying the Principal Terms
      of such Series, (B) the applicable Credit Enhancement, if any, (C) the
      agreement, if any, pursuant to which the Credit Enhancement Provider agrees
      to
      provide any Credit Enhancement, (D) an Opinion of Counsel to the effect that,
      unless otherwise stated in the related Supplement, the Investor Certificates
      of
      the newly issued Series or Class of Investor Certificates will be treated as
      debt for United States federal income and Delaware state income and corporate
      franchise tax purposes, (E) a Tax Opinion with respect to the issuance of such
      Series, (F) written confirmation from each Rating Agency that the New Issuance
      will satisfy the Rating Agency Condition, and (G) an Officer’s Certificate
      signed by a Vice President (or any more senior officer) of the Transferor,
      that
      on the New Issuance Date (x) the Transferor, after giving effect to such New
      Issuance, would not be required to add Additional Accounts pursuant to
      subsection 2.6(a) and (y) after giving effect to such New Issuance, the
      Transferor Interest would be at least equal to the


    
      
        
        

      

      
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    Minimum
      Transferor Interest.  Upon satisfaction of such conditions, the
      Trustee shall issue the Investor Certificates of such Series and, if there
      is a
      currently existing Transferor Certificate, upon presentation of such Transferor
      Certificate to the Trustee for cancellation, a new Transferor Certificate,
      if
      applicable, dated the New Issuance Date, as provided above.  There is
      no limit to the number of New Issuances that may be performed under this
      Agreement.

     

    (c)  In
      conjunction with a New Issuance, the parties hereto shall execute a Supplement,
      which shall specify the relevant terms with respect to the Investor Certificates
      of any newly issued Series, which may include without limitation:  (i)
      its name or designation, (ii) the Initial Investor Interest or the method of
      calculating the Initial Investor Interest, (iii) the method of determining
      any
      adjusted Investor Interest, if applicable, (iv) the Certificate Rate (or formula
      for the determination thereof), (v) the Closing Date, (vi) each Rating Agency
      rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the
      rights of the Holder of the Transferor Certificate that have been transferred
      to
      the Holders of such Series pursuant to such New Issuance (including any rights
      to allocations of Collections of Finance Charge Receivables and Principal
      Receivables), (ix) the interest payment date or dates and the date or dates
      from
      which interest shall accrue, (x) the periods during which or dates on which
      principal will be paid or accrued, (xi) the method of allocating Collections
      with respect to Principal Receivables for such Series and, if applicable, with
      respect to other Series, the method by which the principal amount of Investor
      Certificates of such Series shall amortize or accrete and the method for
      allocating Collections with respect to Finance Charge Receivables and
      Receivables in Defaulted Accounts, (xii) any other Collections with respect
      to
      Receivables or other amounts available to be paid with respect to such Series,
      (xiii) the names of any accounts to be used by such Series and the terms
      governing the operation of any such account and use of moneys therein, (xiv)
      the
      Servicing Fee and the Series Servicing Fee Percentage, (xv) the Minimum
      Transferor Interest and the Series Termination Date, (xvi) the terms of any
      Credit Enhancement with respect to such Series and the Credit Enhancement
      Provider, if applicable, (xvii) the Base Rate applicable to such Series, (xviii)
      the terms on which the Certificates of such Series may be repurchased or
      remarketed to other investors, (xix) any deposit into any account provided
      for
      such Series, (xx) the number of Classes of such Series and, if more than one
      Class, the rights and priorities of each such Class, (xxi) whether Interchange
      or other fees will be included in the funds available to be paid for such
      Series, (xxii) the priority of any Series with respect to any other Series,
      (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series
      will be part of a Group, (xxv) whether such Series will or may be a Companion
      Series and the Series with which it will be paired, if applicable, and (xxvi)
      any other relevant terms of such Series (including whether or not such Series
      will be pledged as collateral for an issuance of any other securities, including
      commercial paper) (all such terms, the “Principal Terms” of such
      Series).  The terms of such Supplement may modify or amend the terms
      of this Agreement solely as applied to such new Series.  If on the
      date of the issuance of such Series there is issued and outstanding one or
      more
      Series of Investor Certificates and no Series of Investor Certificates is
      currently rated by a Rating Agency, then as a condition to such New Issuance
      a
      nationally recognized investment banking firm or commercial bank shall also
      deliver to the Trustee an officer’s certificate stating, in substance, that the
      New Issuance will not have an adverse effect on the timing or distribution
      of
      payments to the Investor Certificates of such other Series then issued and
      outstanding.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      6.12  Definitive
      Certificates.  If (i) (A) the Transferor advises the Trustee in
      writing that the Clearing Agency or Foreign Clearing Agency is no longer willing
      or able to discharge properly its responsibilities under the applicable
      Depository Agreement, and (B) the Trustee or the Transferor is unable to locate
      a qualified successor, (ii) the Transferor, at its

     


    
      
        
        

      

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

     

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

     

    Section
      6.14  Meetings
      of Certificateholders.  To the extent provided by the
      Supplement for any Series issued in whole or in part in Bearer Certificates,
      the
      Servicer or the Trustee may at any time call a meeting of the Certificateholders
      of such Series, to be held at such time and at such place as the Servicer or
      the
      Trustee, as the case may be, shall determine, for the purpose of approving
      a
      modification of or amendment to, or obtaining a waiver of, any covenant or
      condition set forth in this Agreement with respect to such Series or in the
      Certificates of such Series, subject to Section 13.1 of this
      Agreement.

     

    [End
      of Article VI]


    
      
        
        

      

      
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    ARTICLE
      VII

     

    OTHER
      MATTERS RELATING

    TO
      THE TRANSFEROR

     

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

     

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

     

    (a)  The
      Transferor shall not consolidate with or merge into any other corporation or
      convey or transfer its properties and assets substantially as an entirety to
      any
      Person, unless:

     

    (i)  (A)
      the Transferor is the surviving entity or (B) if the Transferor is not the
      surviving entity, the corporation formed by such consolidation or into which
      the
      Transferor is merged or the Person which acquires by conveyance or transfer
      the
      properties and assets of the Transferor substantially as an entirety shall
      be
      organized and existing under the laws of the United States of America or any
      state thereof or the District of Columbia, and shall be a national banking
      association, state banking corporation or other entity which is not subject
      to
      the bankruptcy laws of the United States of America and shall expressly assume,
      by an agreement supplemental hereto, executed and delivered to the Trustee,
      in
      form satisfactory to the Trustee, the performance of every covenant and
      obligation of the Transferor, as applicable hereunder and shall benefit from
      all
      the rights granted to the Transferor, as applicable hereunder.  To the
      extent that any right, covenant or obligation of the Transferor, as applicable
      hereunder, is inapplicable to the successor entity, such successor entity shall
      be subject to such covenant or obligation, or benefit from such right, as would
      apply, to the extent practicable, to such successor entity.  In
      furtherance hereof, in applying this Section 7.2 to a successor entity, Section
      9.2 hereof shall be applied by reference to events of involuntary liquidation,
      receivership or conservatorship applicable to such successor entity as shall
      be
      set forth in the Officer’s Certificate described in subsection
      7.2(a)(ii);

     

    (ii)  the
      Transferor shall have delivered to the Trustee an Officer’s Certificate signed
      by a Vice President (or any more senior officer) of the Transferor stating
      that
      such consolidation, merger, conveyance or transfer and such supplemental
      agreement comply with this Section 7.2 and that all conditions precedent herein
      provided for relating to such transaction have been complied with and an Opinion
      of Counsel that such supplemental agreement is legal, valid and binding with
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    (iii)  the
      Transferor shall have delivered notice to the Rating Agency of such
      consolidation, merger, conveyance or transfer.

     

    (b)  The
      obligations of the Transferor hereunder shall not be assignable nor shall any
      Person succeed to the obligations of the Transferor hereunder (i) except for
      mergers, consolidations, assumptions or transfers in accordance with the
      provisions of the foregoing paragraph or (ii) unless the assignee with respect
      to such obligations shall be organized and existing under the laws of the United
      States of America or any state thereof or the District of Columbia, and shall
      be
      a national banking association, state banking corporation or other entity which
      is not subject to the bankruptcy laws of the United States of America and shall
      expressly assume, by an agreement supplemental hereto, executed and delivered
      to
      the Trustee, in form satisfactory to the Trustee, the performance of every
      covenant and obligation of the Transferor, as applicable hereunder and shall
      benefit from all the rights granted to the Transferor, as applicable
      hereunder.  To the extent that any right, covenant or obligation of
      the Transferor, as applicable hereunder, is inapplicable to the assignee, such
      assignee shall be subject to such covenant or obligation, or benefit from such
      right, as would apply, to the extent practicable, to such assignee.

     

    Section
      7.3  Limitation
      of Liability.  The directors, officers, employees or agents of the
      Transferor shall not be under any liability to the Trust, the Trustee, the
      Certificateholders, any Credit Enhancement Provider or any other Person
      hereunder or pursuant to any document delivered hereunder, it being expressly
      understood that all such liability is expressly waived and released as a
      condition of, and as consideration for, the execution of this Agreement and
      any
      Supplement and the issuance of the Certificates; provided, however, that this
      provision shall not protect the officers, directors, employees, or agents of
      the
      Transferor against any liability which would otherwise be imposed by reason
      of
      willful misfeasance or gross negligence in the performance of duties or by
      reason of reckless disregard of obligations and duties
      hereunder.  Except as provided in Section 7.4, the Transferor shall
      not be under any liability to the Trust, the Trustee, the Certificateholders,
      any Credit Enhancement Provider or any other Person for any action taken or
      for
      refraining from the taking of any action in its capacity as Transferor pursuant
      to this Agreement or any Supplement whether arising from express or implied
      duties under this Agreement or any Supplement; provided, however, that this
      provision shall not protect the Transferor against any liability which would
      otherwise be imposed by reason of willful misfeasance or gross negligence in
      the
      performance of duties or by reason of reckless disregard of obligations and
      duties hereunder.  The Transferor and any director, officer, employee
      or agent may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising
      hereunder.

     

    Section
      7.4  Liabilities.  Notwithstanding
      Section 7.3 (and notwithstanding Sections 3.2, 8.3, 8.4 and 11.11), or any
      other
      provision herein, the Transferor by entering into this Agreement, any Holder
      of
      the Transferor Certificate and any holder of an interest in the Transferor
      Interest by its acceptance thereof, agree to be liable, directly to any creditor
      or claimant for the entire amount of any liabilities, including without
      limitation, any taxes imposed on the Trust, losses, claims or damages (other
      than those that would be incurred by an Investor Certificateholder or a Credit
      Enhancement Provider, if any, if the Investor Certificates or Collateral
      Interest, as the case may be, were notes secured by the Receivables, for
      example, as a result of the performance of the Receivables, market fluctuations,
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    payment
      under any Credit Enhancement or other similar market or investment risks
      associated with ownership of the Investor Certificates) arising out of or based
      on the arrangement created by this Agreement (to the extent that, if the Trust
      assets at the time the claim is made were used to pay in full all outstanding
      Certificates of all Series, the Trust assets that would remain after the
      Investor Certificateholders and Credit Enhancement Providers, if any, were
      paid
      in full would be insufficient to pay any such losses, claims, damages or
      liabilities) as though this Agreement created a partnership under the New York
      Revised Limited Partnership Act in which the Transferor, the holder of the
      Transferor Certificate and such holder of an interest in the Transferor
      Certificate were the general partners of such partnership.  The rights
      created by this Section 7.4 shall run directly to and be enforceable by the
      injured party subject to the limitations hereof.  To the extent
      provided in Section 8.4, the Servicer will (from its own assets and not from
      the
      assets of the Trust) indemnify and hold harmless the Transferor and each holder
      of an interest in the Transferor Interest against and from certain losses,
      claims, damages and liabilities of the Transferor as described in this Section
      arising from the actions or omissions of the Servicer.

     

    [End
      of Article VII]

     


    
      
        
        

      

      
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    ARTICLE
      VIII

     

    OTHER
      MATTERS RELATING

    TO
      THE SERVICER

     

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

     

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

     

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

     

    (ii)  the
      Servicer shall have delivered to the Trustee an Officer’s Certificate that such
      consolidation, merger, conveyance or transfer and such supplemental agreement
      comply with this Section 8.2 and that all conditions precedent herein provided
      for relating to such transaction have been complied with and an Opinion of
      Counsel that such supplemental agreement is legal, valid and binding with
      respect to the Servicer; and

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

     

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

     


    
      
        
        

      

      
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    however,
      that this provision shall not protect the directors, officers, employees and
      agents of the Servicer against any liability which would otherwise be imposed
      by
      reason of willful misfeasance or gross negligence in the performance of duties
      or by reason of reckless disregard of obligations and duties
      hereunder.  Except as provided in Section 8.4 with respect to the
      Trust and the Trustee, its officers, directors, employees and agents, the
      Servicer shall not be under any liability to the Trust, the Trustee, its
      officers, directors, employees and agents, the Certificateholders or any other
      Person for any action taken or for refraining from the taking of any action
      in
      its capacity as Servicer pursuant to this Agreement or any Supplement; provided,
      however, that this provision shall not protect the Servicer against any
      liability which would otherwise be imposed by reason of willful misfeasance
      or
      gross negligence in the performance of duties or by reason of its reckless
      disregard of its obligations and duties hereunder or under any
      Supplement.  The Servicer may rely in good faith on any document of
      any kind prima facie properly executed and submitted by any Person respecting
      any matters arising hereunder.  The Servicer shall not be under any
      obligation to appear in, prosecute or defend any legal action which is not
      incidental to its duties to service the Receivables in accordance with this
      Agreement which in its reasonable opinion may cause it to incur any expense
      or
      liability.

     

    Section
      8.4  Servicer
      Indemnification of the Trust and the Trustee.  The Servicer shall
      indemnify and hold harmless the Trust and the Trustee, its officers, directors,
      employees and agents, from and against any reasonable loss, liability, expense,
      damage or injury suffered or sustained by reason of any acts or omissions or
      alleged acts or omissions of the Servicer with respect to activities of the
      Trust or the Trustee pursuant to this Agreement or any Supplement, including,
      but not limited to any judgment, award, settlement, reasonable attorneys’ fees
      and other costs or expenses incurred in connection with the defense of any
      actual or threatened action, proceeding or claim; provided, however, that the
      Servicer shall not indemnify the Trustee if such acts, omissions or alleged
      acts
      or omissions constitute or are caused by fraud, negligence, bad faith or willful
      misconduct by the Trustee; provided, further, that the Servicer shall not
      indemnify the Trust, the Investor Certificateholders or the Certificate Owners
      for any liabilities, costs or expenses of the Trust with respect to any action
      taken by the Trustee at the request of the Investor Certificateholders;
      provided, further, that the Servicer shall not indemnify the Trust, the Investor
      Certificateholders or the Certificate Owners as to any losses, claims or damages
      incurred by any of them in their capacities as investors, including without
      limitation losses incurred as a result of Defaulted Accounts or Receivables
      which are written off as uncollectible; and provided, further, that the Servicer
      shall not indemnify the Trust, the Investor Certificateholders or the
      Certificate Owners for any liabilities, costs or expenses of the Trust, the
      Investor Certificateholders or the Certificate Owners arising under any tax
      law,
      including without limitation, any federal, state, local or foreign income or
      franchise taxes or any other tax imposed on or measured by income (or any
      interest or penalties with respect thereto or arising from a failure to comply
      therewith) required to be paid by the Trust, the Investor Certificateholders
      or
      the Certificate Owners in connection herewith to any taxing
      authority.  Any such indemnification shall not be payable from the
      assets of the Trust.  The provisions of this indemnity shall run
      directly to and be enforceable by an injured party subject to the limitations
      hereof.  The provisions of this Section 8.4 shall survive termination
      of this Agreement and the resignation or removal of the Trustee.

     

    Section
      8.5  The
      Servicer Not to Resign.  The Servicer shall not resign from the
      obligations and duties hereby imposed on it except upon determination that
      (i)
      the

     


    
      
        
        

      

      
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    performance
      of its duties hereunder is no longer permissible under applicable law and (ii)
      there is no reasonable action which the Servicer could take to make the
      performance of its duties hereunder permissible under applicable
      law.  Any such determination permitting the resignation of the
      Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel
      to
      such effect delivered to the Trustee.  No such resignation shall
      become effective until the Trustee or a Successor Servicer shall have assumed
      the responsibilities and obligations of the Servicer in accordance with Section
      10.2 hereof.  If the Trustee is unable within 120 days of the date of
      such determination to appoint a Successor Servicer, the Trustee shall serve
      as
      Successor Servicer hereunder.

     

    Section
      8.6  Access
      to Certain Documentation and Information Regarding the
      Receivables.  The Servicer shall provide to the Trustee access to
      the documentation regarding the Accounts and the Receivables in such cases
      where
      the Trustee is required in connection with the enforcement of the rights of
      the
      Investor Certificateholders, or by applicable statutes or regulations to review
      such documentation, such access being afforded without charge but only (i)
      upon
      reasonable request, (ii) during normal business hours, (iii) subject to the
      Servicer’s normal security and confidentiality procedures and (iv) at offices
      designated by the Servicer.  Nothing in this Section 8.6 shall
      derogate from the obligation of the Transferor, the Trustee or the Servicer
      to
      observe any applicable law prohibiting disclosure of information regarding
      the
      Obligors and the failure of the Servicer to provide access as provided in this
      Section 8.6 as a result of such obligations shall not constitute a breach of
      this Section 8.6.

     

    Section
      8.7  Delegation
      of Duties.  In the ordinary course of business, the Servicer may
      at any time delegate any duties hereunder to any Person who agrees to conduct
      such duties in accordance with the Credit Card Guidelines.  Any such
      delegations shall not relieve the Servicer of its liability and responsibility
      with respect to such duties, and shall not constitute a resignation within
      the
      meaning of Section 8.5.  If any such delegation is to a party other
      than First Data Resources, Inc., a credit card processor located in Omaha,
      Nebraska, Total Systems Services, Inc., a credit card processor located in
      Georgia, or an Affiliate of the Servicer, notification thereof shall be given
      to
      each Rating Agency.

     

    Section
      8.8  Examination
      of Records.  The Servicer shall clearly and unambiguously identify
      each Account (including any Additional Account designated pursuant to Section
      2.6) in its computer or other records to reflect that the Receivables arising
      in
      such Account have been conveyed to the Trust pursuant to this
      Agreement.  The Servicer shall, prior to the sale or other transfer to
      a third party of any receivable held in its custody, examine its computer and
      other records to determine that such receivable is not a
      Receivable.

     

     

    [End
      of Article VIII]

     


    
      
        
        

      

      
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    ARTICLE
      IX

     

    PAY
      OUT EVENTS

     

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

     

    (a)  (i)
      a court having jurisdiction in the premises shall enter a decree or order for
      relief in respect of the Transferor in an involuntary case under the Bankruptcy
      Code or any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, which decree or order is not stayed, or any other similar
      relief shall be granted under any applicable federal or state law, (ii) an
      involuntary case is commenced against the Transferor under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect which
      remains undismissed, undischarged or unbonded for a period of 60 days or (iii)
      the Transferor shall have a decree or an order for relief entered with respect
      to it or commence a voluntary case under the Bankruptcy Code or any applicable
      bankruptcy, insolvency or other similar law now or hereafter in
      effect;

     

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

     

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

     

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

     

    Section
      9.2  Additional
      Rights Upon the Occurrence of Certain Events.

     

    (a)  If
      any event set forth in subsection 9.1(a) or (b) shall occur (any such event,
      an
“Insolvency Event”), the Transferor shall on the day of such Insolvency
      Event (the “Appointment Day”) immediately cease to transfer Principal
      Receivables to the Trust and shall promptly give notice to the Trustee of such
      Insolvency Event and the arrangement among the parties created hereby shall
      be
      deemed to have been dissolved, subject to the liquidation and winding-up
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    the
      transfer to the Trust of additional Principal Receivables, Finance Charge
      Receivables, whenever created, accrued in respect of Principal Receivables
      which
      have been transferred to the Trust shall continue to be a part of the Trust,
      and
      Collections with respect thereto shall continue to be allocated and paid in
      accordance with Article IV.  Within 15 days of the Appointment Day,
      the Trustee shall (i) publish a notice in an Authorized Newspaper that an
      Insolvency Event has occurred and that the Trustee intends to sell, dispose
      of
      or otherwise liquidate the Receivables and (ii) send written notice to the
      Investor Certificateholders describing the provisions of this Section 9.2 and
      requesting instructions from such Holders.  Unless within 75 days from
      the day notice pursuant to clause (i) above is first published the Trustee
      shall
      have received written instructions from Holders of Investor Certificates
      evidencing more than 50% of the Investor Interest of each Series issued and
      outstanding (or, if any such Series has two or more Classes, each Class) to
      the
      effect that such Certificateholders disapprove of the liquidation of the
      Receivables and wish to continue having Principal Receivables transferred to
      the
      Trust as before such Insolvency Event or violation, the Trustee shall use its
      best efforts to sell, dispose of or otherwise liquidate the Receivables by
      the
      solicitation of competitive bids and on terms equivalent to the best purchase
      offer as determined by the Trustee.  None of the Transferor, any
      Affiliate of the Transferor or any agent of the Transferor shall be permitted
      to
      purchase such Receivables in such case.  The Trustee may obtain a
      prior determination from any such conservator, receiver or liquidator that
      the
      terms and manner of any proposed sale, disposition or liquidation are
      commercially reasonable.  The provisions of Section 9.1 and this
      Section 9.2 shall not be deemed to be mutually exclusive.

     

    (b)  The
      proceeds from the sale, disposition or liquidation of the Receivables pursuant
      to subsection 9.2(a) shall be treated as Collections on the Receivables and
      shall be allocated and deposited in accordance with the provisions of Article
      IV; provided, that the Trustee shall determine conclusively in its sole
      discretion the amount of such proceeds which are allocable to Finance Charge
      Receivables and the amount of such proceeds which are allocable to Principal
      Receivables.  On the day following the last Distribution Date in the
      Monthly Period during which such proceeds are distributed to the Investor
      Certificateholders of each Series, the Trust shall terminate.

     

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

     

    [End
      of Article IX]

     


    
      
        
        

      

      
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    ARTICLE
      X

     

    SERVICER
      DEFAULTS

     

    Section
      10.1  Servicer
      Defaults.  If any one of the following events (a “Servicer
      Default”) shall occur and be continuing:

     

    (a)  any
      failure by the Servicer to make any payment, transfer or deposit or to give
      instructions or notice to the Trustee pursuant to Article IV or to instruct
      the
      Trustee to make any required drawing, withdrawal, or payment under any Credit
      Enhancement on or before the date occurring ten Business Days after the date
      such payment, transfer, deposit, withdrawal or drawing or such instruction
      or
      notice is required to be made or given, as the case may be, under the terms
      of
      this Agreement;

     

    (b)  failure
      on the part of the Servicer duly to observe or perform in any respect any other
      covenants or agreements of the Servicer set forth in this Agreement, which
      has a
      material adverse effect on the Investor Certificateholders of any Series and
      which continues unremedied for a period of 60 days after the date on which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Servicer by the Trustee, or to the Servicer and the Trustee
      by
      the Holders of Investor Certificates evidencing Undivided Interests aggregating
      not less than 50% of the Investor Interest of any Series adversely affected
      thereby and continues to materially adversely affect such Investor
      Certificateholders for such period; or the Servicer shall delegate its duties
      under this Agreement, except as permitted by Section 8.7;

     

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

     

    (d)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or of or
      relating to all or substantially all of its property, or a decree or order
      of a
      court or agency or supervisory authority having jurisdiction in the premises
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Servicer, and such decree or order shall have remained
      in force undischarged or unstayed for a period of 60 days; or the Servicer
      shall
      admit in writing its inability to pay its debts generally as they become due,
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    insolvency
      or reorganization statute, make any assignment for the benefit of its creditors
      or voluntarily suspend payment of its obligations; then, so long as such
      Servicer Default shall not have been remedied, either the Trustee, or the
      Holders of Investor Certificates evidencing Undivided Interests aggregating
      more
      than 50% of the Aggregate Investor Interest, by notice then given in writing
      to
      the Servicer (and to the Trustee if given by the Investor Certificateholders)
      (a
“Termination Notice”), may terminate all of the rights and obligations of
      the Servicer as Servicer under this Agreement.  After receipt by the
      Servicer of such Termination Notice, and on the date that a Successor Servicer
      shall have been appointed by the Trustee pursuant to Section 10.2, all authority
      and power of the Servicer under this Agreement shall pass to and be vested
      in a
      Successor Servicer; and, without limitation, the Trustee is hereby authorized
      and empowered (upon the failure of the Servicer to cooperate) to execute and
      deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all
      documents and other instruments upon the failure of the Servicer to execute
      or
      deliver such documents or instruments, and to do and accomplish all other acts
      or things necessary or appropriate to effect the purposes of such transfer
      of
      servicing rights and obligations.  The Servicer agrees to cooperate
      with the Trustee and such Successor Servicer in effecting the termination of
      the
      responsibilities and rights of the Servicer to conduct servicing hereunder
      including, without limitation, the transfer to such Successor Servicer of all
      authority of the Servicer to service the Receivables provided for under this
      Agreement, including, without limitation, all authority over all Collections
      which shall on the date of transfer be held by the Servicer for deposit, or
      which have been deposited by the Servicer, in the Collection Account, the
      Finance Charge Account, the Principal Account, the Excess Funding Account and
      any Series Account, or which shall thereafter be received with respect to the
      Receivables, and in assisting the Successor Servicer and in enforcing all rights
      to Insurance Proceeds and Interchange (if any) applicable to the
      Trust.  The Servicer shall promptly transfer its electronic records or
      electronic copies thereof relating to the Receivables to the Successor Servicer
      in such electronic form as the Successor Servicer may reasonably request and
      shall promptly transfer to the Successor Servicer all other records,
      correspondence and documents necessary for the continued servicing of the
      Receivables in the manner and at such times as the Successor Servicer shall
      reasonably request.  To the extent that compliance with this Section
      10.1 shall require the Servicer to disclose to the Successor Servicer
      information of any kind which the Servicer reasonably deems to be confidential,
      the Successor Servicer shall be required to enter into such customary licensing
      and confidentiality agreements as the Servicer shall deem necessary to protect
      its interests.  The Servicer shall, on the date of any servicing
      transfer, transfer all of its rights and obligations under the Credit
      Enhancement with respect to any Series to the Successor Servicer.

     

    Notwithstanding
      the foregoing, a delay in or failure of performance referred to in subsection
      10.1(a) for a period of 10 Business Days or in subsection 10.1(b) or (c) for
      a
      period of 60 days, shall not constitute a Servicer Default if such delay or
      failure could not be prevented by the exercise of reasonable diligence by the
      Servicer and such delay or failure was caused by an act of God or the public
      enemy, acts of declared or undeclared war, public disorder, rebellion, riot
      or
      sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes,
      earthquakes, nuclear disasters or meltdowns, floods, power outages or similar
      causes.  The preceding sentence shall not relieve the Servicer from
      using its best efforts to perform its obligations in a timely manner in
      accordance with the terms of this Agreement and the Servicer shall provide
      the
      Trustee, any Credit Enhancement Provider, the Transferor and the Holders of
      Investor

     


    
      
        
        

      

      
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    Certificates
      with an Officer’s Certificate giving prompt notice of such failure or delay by
      it, together with a description of the cause of such failure or delay and its
      efforts so to perform its obligations.

     

    Section
      10.2  Trustee
      to Act; Appointment of Successor.

     

    (a)  On
      and after the receipt by the Servicer of a Termination Notice pursuant to
      Section 10.1, the Servicer shall continue to perform all servicing functions
      under this Agreement until the date specified in the Termination Notice or
      otherwise specified by the Trustee in writing or, if no such date is specified
      in such Termination Notice, or otherwise specified by the Trustee, until a
      date
      mutually agreed upon by the Servicer and the Trustee.  The Trustee
      shall notify each Rating Agency of such removal of the Servicer.  The
      Trustee shall, as promptly as possible after the giving of a Termination Notice,
      appoint a successor Servicer (the “Successor Servicer”), and such
      Successor Servicer shall accept its appointment by a written assumption in
      a
      form acceptable to the Trustee.  The Trustee may obtain bids from any
      potential successor Servicer.  If the Trustee is unable to obtain any
      bids from any potential successor Servicer and the Servicer delivers an
      Officer’s Certificate to the effect that the Servicer cannot in good faith cure
      the Servicer Default which gave rise to a transfer of servicing, and if the
      Trustee is legally unable to act as Successor Servicer, then the Trustee shall
      (i) notify each Credit Enhancement Provider of the proposed sale of the
      Receivables and shall provide each such Credit Enhancement Provider an
      opportunity to bid on the Receivables and (ii) use its best efforts to sell,
      dispose of or otherwise liquidate the Receivables by the solicitation of
      competitive bids and on terms equivalent to the best purchase offer as
      determined by the Trustee.  None of the Transferor, any Affiliate of
      the Transferor or any agent of the Transferor shall be permitted to purchase
      such Receivables in such case.  The proceeds of such sale shall be
      deposited into the Distribution Account or any Series Account, as provided
      in
      the related Supplement, for distribution to the Investor Certificateholders
      of
      each outstanding Series pursuant to Section 12.3 of this
      Agreement.  In the event that a Successor Servicer has not been
      appointed and has not accepted its appointment at the time when the Servicer
      ceases to act as Servicer, the Trustee without further action shall
      automatically be appointed the Successor Servicer.  Notwithstanding
      the above, the Trustee shall, if it is legally unable so to act, petition a
      court of competent jurisdiction to appoint any established financial institution
      having, in the case of an entity that is subject to risk-based capital adequacy
      requirements, risk-based capital of at least $50,000,000 or, in the case of
      an
      entity that is not subject to risk-based capital requirements, having a net
      worth of not less than $50,000,000 and whose regular business includes the
      servicing of VISA® or MasterCard®
      credit card
      receivables as the Successor Servicer hereunder.

     

    (b)  Upon
      its appointment, the Successor Servicer shall be the successor in all respects
      to the Servicer with respect to servicing functions under this Agreement and
      shall be subject to all the responsibilities, duties and liabilities relating
      thereto placed on the Servicer by the terms and provisions hereof, and all
      references in this Agreement to the Servicer shall be deemed to refer to the
      Successor Servicer.  Any Successor Servicer, by its acceptance of its
      appointment, will automatically agree to be bound by the terms and provisions
      of
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    (c)  In
      connection with such appointment and assumption, the Trustee shall be entitled
      to such compensation, or may make such arrangements for the compensation of
      the
      Successor Servicer out of Collections, as it and such Successor Servicer shall
      agree; provided, however, that no such compensation shall be in
      excess of the Servicing Fee permitted to be paid to the Servicer pursuant to
      Section 3.2.  The Transferor agrees that if the Servicer is terminated
      hereunder, it will agree to deposit a portion of the Collections in respect
      of
      Finance Charge Receivables that it is entitled to receive pursuant to Article
      IV
      to pay its share of the compensation of the Successor Servicer.

     

    (d)  All
      authority and power granted to the Successor Servicer under this Agreement
      shall
      automatically cease and terminate upon termination of the Trust pursuant to
      Section 12.1 and shall pass to and be vested in the Transferor and, without
      limitation, the Transferor is hereby authorized and empowered to execute and
      deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise,
      all documents and other instruments, and to do and accomplish all other acts
      or
      things necessary or appropriate to effect the purposes of such transfer of
      servicing rights.  The Successor Servicer agrees to cooperate with the
      Transferor in effecting the termination of the responsibilities and rights
      of
      the Successor Servicer to conduct servicing on the Receivables.  The
      Successor Servicer shall transfer its electronic records relating to the
      Receivables to the Transferor in such electronic form as the Transferor may
      reasonably request and shall transfer all other records, correspondence and
      documents to the Transferor in the manner and at such times as the Transferor
      shall reasonably request.  To the extent that compliance with this
      Section 10.2 shall require the Successor Servicer to disclose to the Transferor
      information of any kind which the Successor Servicer deems to be confidential,
      the Transferor shall be required to enter into such customary licensing and
      confidentiality agreements as the Successor Servicer shall deem necessary to
      protect its interests.

     

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

     

    Section
      10.4  Waiver
      of Past Defaults.  The Holders of Investor Certificates evidencing
      Undivided Interests aggregating not less than 66-2/3% of the Investor Interest
      of each Series adversely affected by any default by the Servicer or the
      Transferor may, on behalf of all Certificateholders of such Series, waive any
      default by the Servicer or the Transferor in the performance of its obligations
      hereunder and its consequences, except a default in the failure to make any
      required deposits or payments of interest or principal relating to such Series
      pursuant to Article IV which default does not result from the failure of the
      Paying Agent to perform its obligations to make any required deposits or
      payments of interest and principal in accordance with Article
      IV.  Upon any such waiver of a past default, such default shall cease
      to exist, and any default arising therefrom shall be deemed to have been
      remedied for every purpose of this Agreement.  No such waiver shall
      extend to any subsequent or other default or impair any right consequent thereon
      except to the extent expressly so waived.

     


    
      
        
        

      

      
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    [End
      of Article X]

     


    
      
        
        

      

      
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    ARTICLE
      XI

     

    THE
      TRUSTEE

     

    Section
      11.1  Duties
      of Trustee.

     

    (a)  The
      Trustee, prior to the occurrence of any Servicer Default and after the curing
      of
      all Servicer Defaults which may have occurred, undertakes to perform such duties
      and only such duties as are specifically set forth in this
      Agreement.  If a Responsible Officer has received written notice that
      a Servicer Default has occurred (which has not been cured or waived), the
      Trustee shall exercise such of the rights and powers vested in it by this
      Agreement, and use the same degree of care and skill in its exercise, as a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs.

     

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

     

    (c)  Subject
      to subsection 11.1(a), no provision of this Agreement shall be construed to
      relieve the Trustee from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

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

     

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

     

    (iii)   the
      Trustee shall not be charged with knowledge of any failure by the Servicer
      referred to in clauses (a) and (b) of Section 10.1 unless a Responsible Officer
      of the Trustee obtains actual knowledge of such failure or the Trustee receives
      written notice of such failure from the Servicer or any Holders of Investor
      Certificates evidencing Undivided Interests aggregating not less than 10% of
      the
      Investor Interest of any Series adversely affected thereby.

     

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

     

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

     

    (f)  Except
      as provided in this subsection 11.1(f), the Trustee shall have no power to
      vary
      the corpus of the Trust including, without limitation, the power to (i) accept
      any substitute obligation for a Receivable initially assigned to the Trust
      under
      Section 2.1 or 2.6 hereof, (ii) add any other investment, obligation or security
      to the Trust, except for an addition permitted under Section 2.6 or (iii)
      withdraw from the Trust any Receivables, except for a withdrawal permitted
      under
      Sections 2.7, 9.2, 10.2, 12.1 or 12.2 or subsections 2.4(d) or 2.4(e) or Article
      IV.

     

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

     

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

     

    Section
      11.2  Certain
      Matters Affecting the Trustee.  Except as otherwise provided in
      Section 11.1:

     

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

     

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

     

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

     

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

     

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

     

    (f)  the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys or a custodian
      appointed with due care by it hereunder; and

     

    (g)  except
      as may be required by subsection 11.1(a), or otherwise expressly required herein
      or in any Supplement, the Trustee shall not be required to make any initial
      or
      periodic examination of any documents or records related to the Receivables
      or
      the Accounts for the purpose of establishing the presence or absence of defects,
      the compliance by the Transferor with its representations and warranties or
      for
      any other purpose.

     


    
      
        
        

      

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

     

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

     

    Section
      11.5  The
      Servicer to Pay Trustee’s Fees and Expenses.  The Servicer
      covenants and agrees to pay to the Trustee from time to time, and the Trustee
      shall be entitled to receive such reasonable compensation as shall be agreed
      upon from time to time between the Servicer and the Trustee (which shall not
      be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust) for all services rendered by it in the execution of the Trust
      hereby created and in the exercise and performance of any of the powers and
      duties hereunder of the Trustee, and, subject to Section 8.4, the Servicer
      will
      pay or reimburse the Trustee (without reimbursement from any Investor Account,
      any Series Account or otherwise) upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      any of the provisions of this Agreement except any such expense, disbursement
      or
      advance as may arise from its own negligence, bad faith or willful misfeasance
      and except as provided in the following sentence.  If the Trustee is
      appointed Successor Servicer pursuant to Section 10.2, the provisions of this
      Section 11.5 shall not apply to expenses, disbursements and advances made or
      incurred by the Trustee in its capacity as Successor Servicer.

     

    The
      obligations of the Servicer under this Section 11.5 shall survive the
      termination of the Trust and the resignation or removal of the
      Trustee.

     

    Section
      11.6  Eligibility
      Requirements for Trustee.  The Trustee hereunder shall at all
      times be a corporation organized and doing business under the laws of the United
      States of America or any state thereof authorized under such laws to exercise
      corporate trust powers, having a long-term unsecured debt rating of at least
      “Baa3” by Moody’s and “BBB-“ by Standard & Poor’s, having, in the case of an
      entity that is subject to risk-based capital adequacy requirements, risk-based
      capital of at least $50,000,000 or, in the case of an entity that is not subject
      to risk-based capital adequacy requirements, having a combined capital and
      surplus of at least $50,000,000 and subject to supervision or examination by
      federal or state authority.  If such corporation publishes reports of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purpose of this
      Section 11.6, the combined capital and surplus of such corporation shall be
      deemed to be its combined capital and surplus as set forth in the most recent
      report of condition so published.  In case at any time the Trustee
      shall cease to be eligible in accordance with the provisions of
      this

     


    
      
        
        

      

      
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    Section
      11.6, the Trustee shall resign immediately in the manner and with the effect
      specified in Section 11.7.

     

    Section
      11.7  Resignation
      or Removal of Trustee.

     

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

     

    (b)  If
      at any time the Trustee shall cease to be eligible in accordance with the
      provisions of Section 11.6 hereof and shall fail to resign after written request
      therefor by the Transferor, or if at any time the Trustee shall be legally
      unable to act, or shall be adjudged as bankrupt or insolvent, or a receiver
      of
      the Trustee or of its property shall be appointed, or any public officer shall
      take charge or control of the Trustee or of its property or affairs for the
      purpose of rehabilitation, conservation or liquidation, then the Transferor
      may,
      but shall not be required to, remove the Trustee and promptly appoint a
      successor trustee by written instrument, in duplicate, one copy of which
      instrument shall be delivered to the Trustee so removed and one copy to the
      successor trustee.

     

    (c)  Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section 11.7 shall not become
      effective until acceptance of appointment by the successor trustee as provided
      in Section 11.8 hereof and any liability of the Trustee arising hereunder shall
      survive such appointment of a successor trustee.

     

    Section
      11.8  Successor
      Trustee.

     

    (a)  Any
      successor trustee appointed as provided in Section 11.7 hereof shall execute,
      acknowledge and deliver to the Transferor and to its predecessor Trustee an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the predecessor Trustee shall become effective and such successor
      trustee, without any further act, deed or conveyance, shall become fully vested
      with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as Trustee
      herein.  The predecessor Trustee shall deliver to the successor
      trustee all documents and statements held by it hereunder, and the Transferor
      and the predecessor Trustee shall execute and deliver such instruments and
      do
      such other things as may reasonably be required for fully and certainly vesting
      and confirming in the successor trustee all such rights, powers, duties and
      obligations.

    (b)  No
      successor trustee shall accept appointment as provided in this Section 11.8
      unless at the time of such acceptance such successor trustee shall be eligible
      under the provisions of Section 11.6 hereof.


    
      
        
        

      

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

     

    Section
      11.9  Merger
      or Consolidation of Trustee.  Any Person into which the Trustee
      may be merged or converted or with which it may be consolidated, or any Person
      resulting from any merger, conversion or consolidation to which the Trustee
      shall be a party, or any Person succeeding to the corporate trust business
      of
      the Trustee, shall be the successor of the Trustee hereunder, provided such
      corporation shall be eligible under the provisions of Section 11.6 hereof,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      11.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    (a)  Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust may
      at
      the time be located, the Trustee shall have the power and may execute and
      deliver all instruments, subject to the prior written consent of the Transferor,
      to appoint one or more Persons to act as a co-trustee or co-trustees, or
      separate trustee or separate trustees, of all or any part of the Trust, and
      to
      vest in such Person or Persons, in such capacity and for the benefit of the
      Certificateholders, such title to the Trust, or any part thereof, and, subject
      to the other provisions of this Section 11.10, such powers, duties, obligations,
      rights and trusts as the Trustee may consider necessary or
      desirable.  No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under Section

      11.6 and no notice to Certificateholders of the appointment of any co-trustee
      or
      separate trustee shall be required under Section 11.8 hereof.

     

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

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any laws of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to the
      Trust or any portion thereof in any such jurisdiction) shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
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    (iii)  the
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Series
      of Certificates, as their interests may appear, in respect of which such
      judgment has been obtained.

     

    Section
      11.13  Suits
      for Enforcement.  If a Servicer Default shall occur and be
      continuing, the Trustee, in its discretion may, subject to the provisions of
      Section 10.1, proceed to protect and enforce its rights and the rights of the
      Holders of any Series of Certificates under this Agreement by a suit, action
      or
      proceeding in equity or at law or otherwise, whether for the specific
      performance of any covenant or agreement contained in this Agreement or in
      aid
      of the execution of any power granted in this Agreement or for the enforcement
      of any other legal, equitable or other remedy as the Trustee, being advised
      by
      counsel, shall deem most effectual to protect and enforce any of the rights
      of
      the Trustee or the Holders of any Series of Certificates.

     

    Section
      11.14  Rights
      of Certificateholders to Direct Trustee.  Holders of Investor
      Certificates evidencing Undivided Interests aggregating more than 50% of the
      Aggregate Investor Interest (or, with respect to any remedy, trust or power
      that
      does not relate to all Series, 50% of the Aggregate Investor Interest of the
      Investor Certificates of all Series to which such remedy, trust or power
      relates) shall have the right to direct the time, method, and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      any trust or power conferred on the Trustee; provided, however, that, subject
      to
      Section 11.1, the Trustee shall have the right to decline to follow any such
      direction if the Trustee being advised by counsel determines that the action
      so
      directed may not lawfully be taken, or if the Trustee in good faith shall,
      by a
      Responsible Officer or Responsible Officers of the Trustee, determine that
      the
      proceedings so directed would be illegal or subject it to personal liability
      or
      be unduly prejudicial to the rights of Certificateholders not parties to such
      direction; and provided, further, that nothing in this Agreement shall impair
      the right of the Trustee to take any action deemed proper by the Trustee and
      which is not inconsistent with such direction of such Holders of Investor
      Certificates.

     

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

     

    (i)  the
      Trustee is a banking corporation organized, existing and authorized to engage
      in
      the business of banking under the laws of the State of New York;

     

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

     

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

     

    Section
      11.16  Maintenance
      of Office or Agency.  The Trustee will maintain at its expense in
      the Borough of Manhattan, the City of New York an office or offices, or agency
      or agencies, where notices and demands to or upon the Trustee in respect of
      the
      Certificates and this Agreement may be served.  The Trustee initially
      designates its Corporate Trust Office as its office for such purposes in New
      York.  The Trustee will give prompt written notice to
      the


    
      
        
        

      

      
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    Servicer
      and to Certificateholders (or in the case of Holders of Bearer Certificates,
      in
      the manner provided for in the related Supplement) of any change in the location
      of the Certificate Register or any such office or agency.

     

    [End
      of Article XI]

     


    
      
        
        

      

      
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    ARTICLE
      XII

     

    TERMINATION

     

    Section
      12.1  Termination
      of Trust.

     

    (a)  The
      respective obligations and responsibilities of the Transferor, the Servicer
      and
      the Trustee created hereby (other than the obligation of the Trustee to make
      payments to Certificateholders as hereinafter set forth) shall terminate, except
      with respect to the duties described in Sections 8.4 and 11.5 and subsections
      2.4(c) and 12.3(b), on the Trust Termination Date; provided,
however, that the Trust shall not terminate on the date specified
      in
      clause (i) of the definition of “Trust Termination Date” if each of the
      Servicer and the Holder of the Transferor Certificate notify the Trustee in
      writing, not later than five Business Days preceding such date, that they desire
      that the Trust not terminate on such date, which notice (such notice, a
“Trust Extension”) shall specify the date on which the Trust shall
      terminate (such date, the “Extended Trust Termination Date”);
provided, however, that the Extended Trust Termination Date shall
      be not later than the day prior to the expiration of 21 years after the death
      of
      the last survivor of the descendants living on the date of this Agreement of
      Joseph P. Kennedy, the late ambassador of the United States of America to the
      Court of St. James’s.  The Servicer and the Holder of the Transferor
      Certificate may, on any date following the Trust Extension, so long as no Series
      of Certificates is outstanding, deliver a notice in writing to the Trustee
      changing the Extended Trust Termination Date.

     

    (b)  All
      principal or interest with respect to any Series of Investor Certificates shall
      be due and payable no later than the Series Termination Date with respect to
      such Series.  Unless otherwise provided in a Supplement, in the event
      that the Investor Interest of any Series of Certificates is greater than zero
      on
      its Series Termination Date (after giving effect to all transfers, withdrawals,
      deposits and drawings to occur on such date and the payment of principal to
      be
      made on such Series on such date), the Trustee will sell or cause to be sold,
      and pay the proceeds first, to all Certificateholders of such Series pro
      rata in final payment of all principal of and accrued interest on such Series
      of
      Certificates, and second, as provided in the related Supplement, an
      amount of Principal Receivables and the related Finance Charge Receivables
      (or
      interests therein) up to 110% of the sum of the Investor Interest of such Series
      plus the Enhancement Invested Amount or the Collateral Interest (if not included
      in the Investor Interest) of such Series, if any, at the close of business
      on
      such date (but not more than an amount of Principal Receivables and the related
      Finance Charge Receivables equal to the sum of (1) the product of (A) the
      Transferor Percentage, (B) the aggregate amount of Principal Receivables in
      the
      Trust and (C) a fraction the numerator of which is the applicable Investor
      Percentage with respect to Finance Charge Receivables and the denominator of
      which is the sum of all Investor Percentages with respect to Finance Charge
      Receivables of all Series and (2) the Investor Interest of such Series plus
      the
      Enhancement Invested Amount or the Collateral Interest (if not included in
      the
      Investor Interest) of such Series).  The Trustee shall (i) notify each
      Credit Enhancement Provider of the proposed sale of such Receivables and shall
      provide each Credit Enhancement Provider an opportunity to bid on such
      Receivables and (ii) use its best efforts to sell, dispose of or

     


    
      
        
        

      

      
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    otherwise
      liquidate the Receivables by the solicitation of competitive bids and on terms
      equivalent to the best purchase offer as determined by the
      Trustee.  None of the Transferor, any Affiliate of the Transferor or
      any agent of the Transferor shall be permitted to purchase such Receivables
      in
      such case.  Any proceeds of such sale in excess of such principal and
      interest paid shall be paid to the Holder of the Transferor
      Certificate.  Upon such Series Termination Date with respect to the
      applicable Series of Certificates, final payment of all amounts allocable to
      any
      Investor Certificates of such Series shall be made in the manner provided in
      Section 12.3.

     

    Section
      12.2  Optional
      Purchase.  (a)  If so provided in any Supplement, the
      Transferor (so long as the Transferor is the Servicer or an Affiliate of the
      Servicer) may, but shall not be obligated to, cause a final distribution to
      be
      made in respect to the related Series of Certificates on a Distribution Date
      specified in such Supplement by depositing into the Distribution Account or
      the
      applicable Series Account, not later than the Transfer Date preceding such
      Distribution Date, for application in accordance with Section 12.3, the amount
      specified in such Supplement.

     

    (b)  The
      amount deposited pursuant to subsection 12.2(a) shall be paid to the Investor
      Certificateholders of the related Series pursuant to Section 12.3 on the related
      Distribution Date following the date of such deposit.  All
      Certificates of a Series which are purchased by the Transferor pursuant to
      subsection 12.2(a) shall be delivered by the Transferor upon such purchase
      to,
      and be canceled by, the Transfer Agent and Registrar and be disposed of in
      a
      manner satisfactory to the Trustee and the Transferor.  The Investor
      Interest of each Series which is purchased by the Transferor pursuant to
      subsection 12.2(a) shall, for the purposes of the definition of “Transferor
      Interest,” be deemed to be equal to zero on the Distribution Date following the
      making of the deposit, and the Transferor Interest shall thereupon be deemed
      to
      have been increased by the Investor Interest of such Series.

     

    Section
      12.3  Final
      Payment with Respect to any Series.

     

    (a)  Written
      notice of any termination, specifying the Distribution Date upon which the
      Investor Certificateholders of any Series may surrender their Certificates
      for
      payment of the final distribution with respect to such Series and cancellation,
      shall be given by the Trustee to Investor Certificateholders of such Series
      mailed not later than the fifth day of the month of such final distribution
      (subject to at least two Business Days’ prior notice from the Servicer to the
      Trustee) (or in the manner provided by the Supplement relating to such Series)
      specifying (i) the Distribution Date (which shall be the Distribution Date
      in
      the month (x) in which the deposit is made pursuant to subsection 2.4(e),
      9.2(a), 10.2(a) or 12.2(a) of this Agreement or such other section as may be
      specified in the related Supplement, or (y) in which the related Series
      Termination Date occurs) upon which final payment of such Investor Certificates
      will be made upon presentation and surrender of such Investor Certificates
      at
      the office or offices therein designated (which, in the case of Bearer
      Certificates, shall be outside the United States), (ii) the amount of any such
      final payment and (iii) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, payments being made only upon presentation
      and surrender of the Investor Certificates at the office or offices therein
      specified.  The Servicer shall also deliver to the Trustee, as soon as
      is practicable but in any event not later than three Business Days after the
      Determination Date


    
      
        
        

      

      
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    relating
      to the final payment described in the preceding sentence, an Officer’s
      Certificate setting forth the information, to the extent available, specified
      in
      Article V (as described in the related Supplement) of this Agreement covering
      the period during the then current calendar year through the date of such notice
      and setting forth the date of such final distribution.

     

    (b)  Notwithstanding
      the termination of the Trust pursuant to subsection 12.1(a) or the occurrence
      of
      the Series Termination Date with respect to any Series, all funds then on
      deposit in the Finance Charge Account, the Principal Account, the Excess Funding
      Account, the Distribution Account or any Series Account applicable to the
      related Series shall continue to be held in trust for the benefit of the
      Certificateholders of the related Series and the Paying Agent or the Trustee
      shall pay such funds to the Certificateholders of the related Series upon
      surrender of their Certificates (which surrenders and payments, in the case
      of
      Bearer Certificates, shall be made only outside the United
      States).  In the event that all of the Investor Certificateholders of
      any Series shall not surrender their Certificates for cancellation within six
      months after the date specified in the above-mentioned written notice, the
      Trustee shall give a second written notice (or, in the case of Bearer
      Certificates, publication notice) to the remaining Investor Certificateholders
      of such Series upon receipt of the appropriate records from the Transfer Agent
      and Registrar to surrender their Certificates for cancellation and receive
      the
      final distribution with respect thereto.  If within one and one-half
      years after the second notice with respect to a Series, all the Investor
      Certificates of such Series shall not have been surrendered for cancellation,
      the Trustee may take appropriate steps or may appoint an agent to take
      appropriate steps, to contact the remaining Investor Certificateholders of
      such
      Series concerning surrender of their Certificates, and the cost thereof shall
      be
      paid out of the funds in the Distribution Account or any Series Account held
      for
      the benefit of such Investor Certificateholders.  The Trustee and the
      Paying Agent shall pay to the Transferor upon request any monies held by them
      for the payment of principal or interest which remains unclaimed for two
      years.  After payment to the Transferor, Investor Certificateholders
      entitled to the money must look to the Transferor for payment as general
      creditors unless an applicable abandoned property law designates another
      Person.

     

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

     

    Section
      12.4  Termination
      Rights of Holder of Transferor Certificate.  Upon the termination
      of the Trust pursuant to Section 12.1, and after payment of all amounts due
      hereunder on or prior to such termination and the surrender of the Transferor
      Certificate, if applicable, the Trustee shall execute a written reconveyance
      substantially in the form of Exhibit G pursuant to which it shall reconvey
      to
      the Holder of the Transferor Certificate (without recourse, representation
      or
      warranty) all right, title and interest of the Trust in and to the Receivables,
      whether then existing or thereafter created, all moneys due or to become due
      with respect to such Receivables (including all accrued interest theretofore
      posted as Finance Charge Receivables) and all proceeds of such Receivables
      and
      Insurance Proceeds relating to such Receivables and Interchange (if any)
      allocable to the Trust pursuant to any Supplement, except for amounts, if any,
      held by the Trustee pursuant to subsection 12.3(b).  The Trustee shall
      execute and deliver such instruments of transfer and assignment, in each case
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    as
      shall be reasonably requested by the Holder of the Transferor Certificate to
      vest in such Holder all right, title and interest which the Trust had in the
      Receivables.

     

    [End
      of Article XII]

     


    
      
        
        

      

      
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    ARTICLE
      XIII


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      13.1  Amendment.

     

    (a)  This
      Agreement (including any Supplement) may be amended from time to time by the
      Transferor, the Servicer and the Trustee, without the consent of any of the
      Certificateholders (i) to cure any ambiguity, to revise any exhibits or
      schedules (other than Schedule 1), or to correct or supplement any provisions
      herein or thereon or (ii) to add any other provisions with respect to matters
      or
      questions raised under this Agreement which shall not be inconsistent with
      the
      provisions of this Agreement; provided, however, that such action
      shall not, (A) as evidenced by an Opinion of Counsel, adversely affect in any
      material respect the interests of any of the Certificateholders unless such
      Certificateholders have consented thereto or (B) as evidenced by an Officer’s
      Certificate, significantly change the Permitted Activities of the
      Trust.

     

    (b)  This
      Agreement (including any Supplement) and any schedule or exhibit thereto may
      also be amended from time to time by the Transferor, the Servicer and the
      Trustee, without the consent of any of the Certificateholders, for the purpose
      of adding any provisions to or changing in any manner or eliminating any of
      the
      provisions of this Agreement, or of modifying in any manner the rights of the
      Holders of Certificates; provided, however, that (i) the Servicer
      shall have provided an Officer’s Certificate to the Trustee to the effect that
      such amendment will not materially and adversely affect the interests of any
      Certificateholder and will not significantly change the Permitted Activities
      of
      the Trust, (ii) the Servicer shall have provided a Tax Opinion with respect
      to
      such amendment and (iii) the Servicer shall have provided at least ten (10)
      Business Days’ prior written notice to each Rating Agency of such amendment and
      the Rating Agency Condition shall have been satisfied; provided,
further, that such amendment shall not, without the consent of each
      Certificateholder of each Series affected thereby, (A) reduce in any manner
      the
      amount of, or delay the timing of, distributions which are required to be made
      on any Certificate of such Series, (B) alter the requirements for changing
      the
      Minimum Transferor Interest Percentage for such Series, (C) change the
      definition of or the manner of calculating the interest of any Certificateholder
      of such Series, (D) change the manner in which the Transferor Interest is
      determined or (E) reduce the percentage pursuant to subsection 13.1(c) required
      to consent to any such amendment.

     

    (c)  This
      Agreement and any Supplement may also be amended from time to time by the
      Transferor, the Servicer and the Trustee (x) with the consent of
      Certificateholders evidencing Undivided Interests aggregating more than 50%
      of
      the Investor Interest of each and every Series adversely affected, for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Agreement or of modifying in any manner the rights
      of
      the Certificateholders of any Series then issued and outstanding if such
      amendment would not, as evidenced by an Officer’s Certificate, significantly
      change the Permitted Activities of the Trust or (y) with the consent
      of


    
      
        
        

      

      
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    Certificateholders
      evidencing Undivided Interests aggregating more than 50% of the Investor
      Interest, for the purpose of significantly changing the Permitted Activities
      of
      the Trust; provided, however, that no such amendment under this
      subsection shall, in each case without the consent of each Certificateholder
      of
      the Series affected (i) reduce in any manner the amount of, or delay the timing
      of, distributions which are required to be made on any Certificate of such
      Series; (ii) change the definition of or the manner of calculating the Investor
      Interest, the Investor Percentage or the Investor Default Amount of such Series
      or (iii) reduce the aforesaid percentage required to consent to any such
      amendment.

     

    (d)    It
      shall not be necessary to obtain the consent of Certificateholders under this
      Section 13.1 to approve the particular form of any proposed amendment, but
      it
      shall be sufficient if such consent shall approve the substance
      thereof.  The manner of obtaining such consents and of evidencing the
      authorization of the execution thereof by Certificateholders shall be subject
      to
      such reasonable requirements as the Trustee may prescribe.

     

    (e)  Promptly
      after the execution of any amendment pursuant to subsections 13.1(a) or 13.1(c),
      the Trustee shall furnish notification of the substance of such amendment to
      each Rating Agency providing a rating for any Series.

     

    (f)  Any
      Supplement executed and delivered pursuant to Section 6.9 and any amendments
      regarding the addition to or removal of Receivables from the Trust as provided
      in Sections 2.6 or 2.7, executed in accordance with the provisions hereof,
      shall
      not be considered amendments to this Agreement for the purpose of Section
      13.1.

     

    (g)  In
      connection with any amendment, the Trustee may request, in addition to the
      Opinion of Counsel required by subsection 13.2(d), an Opinion of Counsel from
      the Transferor or the Servicer to the effect that the amendment complies with
      all requirements of this Agreement.  The Trustee may, but shall not be
      obligated to, enter into any amendment which affects the Trustee’s rights,
      duties or immunities under this Agreement or otherwise.

     

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

     

    (a)  The
      Servicer shall cause this Agreement, all amendments hereto and/or all financing
      statements and continuation statements and any other necessary documents
      covering the Certificateholders and the Trustee’s right, title and interest to
      the Trust to be promptly recorded, registered and filed, and at all times to
      be
      kept recorded, registered and filed, all in such manner and in such places
      as
      may be required by law fully to preserve and protect the right, title and
      interest of the Certificateholders or the Trustee, as the case may be, hereunder
      to all property comprising the Trust.  The Servicer shall deliver to
      the Trustee file-stamped copies of, or filing receipts for, any document
      recorded, registered or filed as provided above, promptly after the same become
      available following such recording, registration of filing.  The
      Transferor shall cooperate fully with the Servicer in connection with the
      obligations set forth above and will execute any and all documents reasonably
      required to fulfill the intent of this subsection 13.2(a).


    
      
        
        

      

      
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    (b)  Within
      30 days after the Transferor makes any change in its name, identity or corporate
      structure which would make any financing statement or continuation statement
      filed in accordance with subsection 13.2(a) seriously misleading within the
      meaning of Section 9-506 of the UCC, the Transferor shall give the Trustee
      notice of any such change and shall file such financing statements or amendments
      as may be necessary to continue the perfection of the Trust’s security interest
      in the Receivables and the proceeds thereof.

     

    (c)  The
      Transferor will give the Trustee prompt written notice of any change in the
      jurisdiction in which it is located (as such location is determined pursuant
      to
      Section 9-307 of the UCC), provided, that, as a result of such
      change, the applicable provisions of the UCC would require the filing of any
      amendment of any previously filed financing or continuation statement or of
      any
      new financing statements.  If so required, the Transferor shall file
      such financing statements as may be necessary to continue the perfection of
      the
      Trust’s security interest in the Receivables and the proceeds thereof within the
      time specified in Section 9-316(a) of the UCC.

     

    (d)  The
      Servicer will deliver to the Trustee on or before March 31 of each year an
      Opinion of Counsel, substantially in the form of Exhibit E.

     

    Section
      13.3  Limitation
      on Rights of Certificateholders.

     

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

     

    (b)  No
      Certificateholder shall have any right to vote (except with respect to the
      Investor Certificateholders as provided in Section 13.1 hereof) or in any manner
      otherwise control the operation and management of the Trust, or the obligations
      of the parties hereto, nor shall anything herein set forth, or contained in
      the
      terms of the Certificates, be construed so as to constitute the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third person
      by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    (c)  No
      Certificateholder shall have any right by virtue of any provisions of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Certificateholder
      previously shall have given written notice to the Trustee, and unless the
      Holders of Certificates evidencing Undivided Interests aggregating more than
      50%
      of the Investor Interest of any Series which may be adversely affected but
      for
      the institution of such suit, action or proceeding, shall have made written
      request upon the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 60 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action,

     


    
      
        
        

      

      
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    suit
      or proceeding; it being understood and intended, and being expressly covenanted
      by each Certificateholder with every other Certificateholder and the Trustee,
      that no one or more Certificateholders shall have the right in any manner
      whatever by virtue or by availing itself or themselves of any provisions of
      this
      Agreement to affect, disturb or prejudice the rights of the Certificateholders
      of any other of the Certificates, or to obtain or seek to obtain priority over
      or preference to any other such Certificateholder, or to enforce any right
      under
      this Agreement, except in the manner herein provided and for the equal, ratable
      and common benefit of all Certificateholders.  For the protection and
      enforcement of the provisions of this Section 13.3, each and every
      Certificateholder and the Trustee shall be entitled to such relief as can be
      given either at law or in equity.

     

    Section
      13.4  GOVERNING
      LAW.  THIS AGREEMENT AND THE RIGHTS AND DUTIES OF
      THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
      PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      13.5  Notices.  All
      demands, notices, instructions, directions and communications hereunder shall
      be
      in writing and shall be deemed to have been duly given (i) when personally
      delivered, (ii) two Business Days after being sent by courier, (iii) five
      Business Days after being mailed by registered mail, return receipt requested,
      (iv) if sent by facsimile transmission, or (v) if sent by electronic mail or
      by
      such other means acceptable to the recipient (a) in the case of the Transferor
      and Servicer, to 201 North Walnut Street, Wilmington, Delaware 19801, Attention:
      Keith W. Schuck, President, telephone: (302) 282-3591, fax: (302)
      282-7634  (electronic mail: keith.w.schuck@chase.com) with a copy to
      JPMorgan Chase & Co., 270 Park Avenue, Floor 28, New York, New York 10017,
      Attention: Brent Barton, Vice President - Securitization, telephone: (212)
      270-3254, fax: (212) 270-1850 (electronic mail: brent.barton@jpmchase.com),
      (b)
      in the case of the Trustee, to the Corporate Trust Office, Attention: Michael
      Burack, Assistant Treasurer, telephone: (212) 815-3518, fax: (212) 815-4329
      (electronic mail: mburack@bankofny.com), (c) in the case of the Credit
      Enhancement Provider for a particular Series, to the address, if any, specified
      in the Supplement relating to such Series and (d) in the case of the Rating
      Agency for a particular Series, to the address, if any, specified in the
      Supplement relating to such Series; or, as to each party, at such other address,
      facsimile number or electronic mail as shall be designated by such party in
      a
      written notice to each other party.  Unless otherwise provided with
      respect to any Series in the related Supplement any notice required or permitted
      to be mailed to a Certificateholder shall be given by first-class mail, postage
      prepaid, at the address of such Certificateholder as shown in the Certificate
      Register, or with respect to any notice required or permitted to be made to
      the
      Holders of Bearer Certificates, by publication in the manner provided in the
      related Supplement.  If and so long as any Series or Class is listed
      on the Euro MTF market of the Luxembourg Stock Exchange and such exchange shall
      so require, any notice to Investor Certificateholders shall be published in
      an
      authorized newspaper of general circulation in Luxembourg within the time period
      prescribed in this Agreement.  Any notice so mailed within the time
      period prescribed in this Agreement shall be conclusively presumed to have
      been
      duly given, whether or not the Certificateholder receives such
      notice.

     


    
      
        
        

      

      
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    Section
      13.6  Severability
      of Provisions.  If any one or more of the covenants, agreements,
      provisions or terms of this Agreement shall for any reason whatsoever be held
      invalid, then such covenants, agreements, provisions or terms shall be deemed
      severable from the remaining covenants, agreements, provisions or terms of
      this
      Agreement and shall in no way affect the validity of enforceability of the
      other
      provisions of this Agreement or of the Certificates or rights of the
      Certificateholders thereof.

     

    Section
      13.7  Assignment.  Notwithstanding
      anything to the contrary contained herein, except as provided in Section 8.2,
      this Agreement may not be assigned by the Servicer without the prior consent
      of
      Holders of Investor Certificates evidencing Undivided Interests aggregating
      not
      less than 66 2/3% of the Investor Interest of each Series on a Series by Series
      basis.

     

    Section
      13.8  Certificates
      Non-Assessable and Fully Paid.  It is the intention of the parties
      to this Agreement that the Certificateholders shall not be personally liable
      for
      obligations of the Trust, that the Undivided Interests represented by the
      Certificates shall be non-assessable for any losses or expenses of the Trust
      or
      for any reason whatsoever, and that Certificates upon authentication thereof
      by
      the Trustee pursuant to Sections 2.1 and 6.2 are and shall be deemed fully
      paid.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Section
      13.13  Actions
      by Certificateholders.

     

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

     

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

     

    Section
      13.14  Rule
      144A Information.  For so long as any of the Investor Certificates
      of any Series or any Class are “restricted securities” within the meaning of
      Rule 144(a)(3) under the Securities Act, each of the Transferor, the Servicer,
      the Trustee and the Credit Enhancement Provider for such Series agree to
      cooperate with each other to provide to any Investor Certificateholders of
      such
      Series or Class and to any prospective purchaser of Certificates designated
      by
      such an Investor Certificateholder upon the request of such Investor
      Certificateholder or prospective purchaser, any information required to be
      provided to such holder or prospective purchaser to satisfy the condition set
      forth in Rule 144A(d)(4) under the Securities Act.

     

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

     

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

     

    Section
      13.17  Characterization
      of the Trust.  For purposes of SFAS 140, the parties hereto intend
      that the Trust shall be treated as a “qualifying special purpose entity” as such
      term is used in SFAS 140 and any successor rule thereto and its permitted
      activities shall be limited in accordance with paragraph 35
      thereof.

     

    If
      the transfer of the Receivables to the Trust is characterized as a loan to
      the
      Transferor secured by Receivables, the Transferor, in such circumstances, agrees
      that it does not have the right to prepay such loan prior to the maturity date
      thereof under any circumstances and does hereby irrevocably waive and relinquish
      such right.

     

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

     

    Section
      13.19  Consequential
      Damages.  In no event shall the Trustee be responsible or liable
      for special, indirect, or consequential loss or damage of any kind

     


    
      
        
        

      

      
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    whatsoever
      (including, but not limited to, loss of profit) irrespective of whether the
      Trustee has been advised of the likelihood of such loss or damage and regardless
      of the form of action.

     

    Section
      13.20  Force
      Majeure.  In no event shall the Trustee be responsible or liable
      for any failure or delay in the performance of its obligations hereunder arising
      out of or caused by, directly or indirectly, forces beyond its control,
      including, without limitation, strikes, work stoppages, accidents, acts of
      war
      or terrorism, civil or military disturbances, nuclear or natural catastrophes
      or
      acts of God, and interruptions, loss or malfunctions of utilities,
      communications or computer (software and hardware) services; it being understood
      that the Trustee shall use reasonable efforts which are consistent with accepted
      practices in the banking industry to resume performance as soon as practicable
      under the circumstances.

     

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

     

     

    [End
      of Article XIII]

     

     

    
      
        
        

      

      
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    ARTICLE
      XIV

     

    COMPLIANCE
      WITH REGULATION AB

     

    Section
      14.1  Intent
      of the Parties; Reasonableness.  The Transferor, the Servicer, the
      Paying Agent and the Trustee acknowledge and agree that the purpose of this
      Article XIV is to facilitate compliance by the Transferor with the provisions
      of
      Regulation AB and related rules and regulations of the
      Commission.  The Transferor shall exercise its right to request
      delivery of information or other performance under these provisions solely
      in
      good faith and for purposes of the Transferor’s compliance with the Securities
      Act, the Exchange Act and the rules and regulations of the Commission thereunder
      (or the provision in a private offering of disclosure comparable to that
      required under the Securities Act).  The Trustee agrees to cooperate
      in good faith with any reasonable request by the Transferor for information
      regarding the Trustee which is required in order to enable the Transferor to
      comply with the provisions of Regulation AB, including, without limitation,
      Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation
      AB
      as it relates to the Trustee or to the Trustee’s obligations under this
      Agreement or any Supplement.  The Paying Agent agrees to cooperate in
      good faith with any reasonable request by the Transferor for information
      regarding the Paying Agent which is required in order to enable the Transferor
      to comply with the provisions of Regulation AB, including, without limitation,
      Items 1117, 1119 and 1122 of Regulation AB as it relates to the Paying Agent
      or
      to the Paying Agent’s obligations under this Agreement or any
      Supplement.  The Servicer agrees to cooperate in good faith with any
      reasonable request by the Transferor for information regarding the Servicer
      which is required in order to enable the Transferor to comply with the
      provisions of Regulation AB, including, without limitation, Items 1103(a)(1),
      1105, 1108, 1117, 1118, 1119, 1121, 1122 and 1123 of Regulation AB as it relates
      to the Servicer or to the Servicer’s obligations under this Agreement or any
      Supplement.

     

    Section
      14.2  Additional
      Representations and Warranties of the Trustee.  The Trustee shall
      be deemed to represent to the Transferor, as of the date on which information
      is
      provided to the Transferor under Section 14.3 that, except as disclosed in
      writing to the Transferor prior to such date to the best of its
      knowledge:  (i) neither the execution, delivery and performance by the
      Trustee of this Agreement or any Supplement, the performance by the Trustee
      of
      its obligations under this Agreement or any Supplement nor the consummation
      of
      any of the transactions by the Trustee contemplated thereby, is in violation
      of
      any indenture, mortgage, bank credit agreement, note or bond purchase agreement,
      long-term lease, license or other agreement or instrument to which the Trustee
      is a party or by which it is bound, which violation would have a material
      adverse effect on the Trustee’s ability to perform its obligations under this
      Agreement or any Supplement, or of any judgment or order applicable to the
      Trustee; and (ii) there are no proceedings pending or threatened against the
      Trustee in any court or before any governmental authority, agency or arbitration
      board or tribunal which, individually or in the aggregate, would have a material
      adverse effect on the right, power and authority of the Trustee to enter into
      this Agreement or any Supplement or to perform its obligations under this
      Agreement or any Supplement.

     


    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    


    Section
      14.3  Information
      to Be Provided by the Trustee.  The Trustee shall (i) no later
      than three Business Days before each Most Recent Quarterly Filing Date, provide
      to the Transferor, in the form attached hereto as Exhibit L, or such other
      form
      as may mutually be agreed upon, such information regarding the Trustee as is
      required for the purpose of compliance with Item 1117 of Regulation AB, and
      (ii)
      as promptly as practicable following notice to or discovery by the Trustee
      of
      any changes to such information, provide to the Transferor, in writing, such
      updated information.

     

     

    The
      Trustee shall (i) no later than three Business Days before each Most Recent
      Quarterly Filing Date, provide to the Transferor, in the form attached hereto
      as
      Exhibit L, or such other form as may mutually be agreed upon, such information
      regarding the Trustee as is required for the purpose of compliance with the
      provisions of Regulation AB, including, without limitation, Items 1103(a)(1),
      1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as
      practicable following notice to or discovery by the Trustee of any changes
      to
      such information, provide to the Transferor, in writing, such updated
      information.  Such information shall include, at a
      minimum:

     

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

     

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

     

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

    


    
      	
              (1)  

            	
              the
                sponsor;

            


    

    
      	
              (2)  

            	
              any
                depositor;

            


    

    
      	
              (3)  

            	
              the
                issuing entity;

            


    

    
      	
              (4)  

            	
              any
                servicer;

            


    

    
      	
              (5)  

            	
              any
                other trustee;

            


    

    
      	
              (6)  

            	
              any
                originator;

            


    

    
      	
              (7)  

            	
              any
                significant obligor;

            


    

    
      	
              (8)  

            	
              any
                enhancement or support provider;
                and

            


    

    
      	
              (9)  

            	
              any
                other material party related to any Securitization
                Transaction.

            


    

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (iii)  deliver
      to the Transferor and any other Person that will be responsible for signing
      the
      certification (a “Sarbanes Certification”) required by Rules 13a-14(d)
      and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Transferor
      with respect to a Securitization Transaction a certification in the form
      attached hereto as Exhibit H, or such other form as may mutually be agreed
      upon.

     

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

     

    (c)  Within
      thirty (30) days of receipt, the Transferor shall provide a copy of all reports
      prepared and delivered pursuant to this Section 14.4 to each Rating
      Agency.

    


    Section
      14.5  Information
      to Be Provided by the Paying Agent.

     

    (a)  For
      so long as the Transferor is required to report under Regulation AB, the Paying
      Agent shall (i) on or before the fifth Business Day of each month, provide
      to
      the Transferor, in writing, such information regarding the Paying Agent as
      is
      required for the purpose of compliance with Item 1117 of Regulation AB, (ii)
      at
      the time of the offering of any new Certificates issued by the Issuing Entity,
      provide to the Transferor, in writing, such information regarding the Paying
      Agent as is required for the purpose of compliance with Item 1117 of Regulation
      AB, and (iii) as promptly as practicable following notice to or discovery by
      the
      Paying Agent of any changes to such information, provide to the Transferor,
      in
      writing, such updated information.


    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    


    (b)  Upon
      request from the Transferor, the Paying Agent shall provide a description of
      any
      affiliation or material relationship, as specified in Item 1119 of Regulation
      AB, between (i) the Paying Agent, on the one hand, and (ii) those parties to
      the
      Securitization Transaction as are identified by the Transferor in writing,
      on
      the other.

     

    Section
      14.6  Paying
      Agent’s Report on Assessment of Compliance and Attestation.

     

    (a)  On
      or before March 1 of each calendar year, commencing in 2007, for so long as
      the
      Transferor is required to report under Regulation AB, the Paying Agent
      shall:

     

    (i)  deliver
      to the Transferor a report regarding the Paying Agent’s assessment of compliance
      with the Servicing Criteria during the immediately preceding calendar year,
      as
      required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
      Regulation AB.  Such report shall be signed by an authorized officer
      of the Paying Agent, and shall address each of the Servicing Criteria specified
      in Exhibit J, as may be amended from time to time by the parties
      hereto;

     

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

     

    (iii)  deliver
      to the Transferor and any other Person that will be responsible for signing
      the
      Sarbanes Certification on behalf of the Issuing Entity or the Transferor with
      respect to a Securitization Transaction a certification in the form attached
      hereto as Exhibit H, or such other form as may mutually be agreed
      upon.

     

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

     

    (c)  Within
      thirty (30) days of receipt, the Transferor shall provide a copy of all reports
      prepared and delivered pursuant to this Section 14.6 to each Rating
      Agency.

     

    Section
      14.7  Additional
      Representations and Warranties of the Servicer.  The Servicer
      shall be deemed to represent to the Transferor, as of the date on which
      information is provided to the Transferor under Section 14.8 that, except as
      disclosed in writing to the Transferor prior to such date to the best of its
      knowledge:  (i) the Servicer is not aware and has not received notice
      that any default, early amortization or other performance triggering event
      has
      occurred as to any other securitization of credit card receivables due to any
      act or failure to act of the Servicer; (ii) the Servicer has not been terminated
      as servicer in a securitization involving credit card receivables, either due
      to
      a servicing default or to application of a servicing

     


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    


    performance
      test or trigger; (iii) no material noncompliance with the applicable servicing
      criteria with respect to other securitizations of credit card receivables
      involving the Servicer as servicer has been disclosed or reported by the
      Servicer; (iv) no material changes to the Servicer’s policies or procedures with
      respect to the servicing function it will perform under this Agreement and
      any
      Supplement have occurred during the three-year period immediately preceding
      the
      related Securitization Transaction; (v) there are no aspects of the Servicer’s
      financial condition that could have a material adverse effect on the performance
      by the Servicer of its servicing obligations under this Agreement or any
      Supplement; and (vi) there are no material legal or governmental proceedings
      pending (or known to be contemplated) against the Servicer, any Subservicer
      or
      any third-party originator.

     

    Section
      14.8  Information
      to Be Provided by the Servicer.  In connection with any
      Securitization Transaction, the Servicer shall (i) within five (5) Business
      Days
      following request by the Transferor, provide to the Transferor, in writing,
      the
      information specified in this Section 14.8, and (ii) as promptly as practicable
      following notice to or discovery by the Servicer of any changes to such
      information, provide to the Transferor, in writing, such updated
      information.

     

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

     

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

     

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

     

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

     

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

     

    (3)  whether
      there has been previous disclosure of material noncompliance with the applicable
      servicing criteria with respect to other securitizations


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    


    of
      credit card receivables involving the Servicing Party as a servicer during
      the
      three-year period immediately preceding the related Securitization
      Transaction;

     

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

     

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

     

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

     

    (D)  information
      regarding the Servicing Party’s financial condition, to the extent that there is
      a material risk that an adverse financial event or circumstance involving the
      Servicing Party could have a material adverse effect on the performance by
      the
      Servicing Party of its servicing obligations under this Agreement or any
      Supplement;

     

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

     

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

     

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

     

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

     

    (c)  In
      addition to such information as the Servicer is obligated to provide pursuant
      to
      other provisions of this Agreement and any Supplement, if so requested by the
      Transferor, the Servicer shall provide such information regarding the
      performance of the Receivables or the servicing of the Accounts as is reasonably
      required to facilitate


    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    


    preparation
      of distribution reports in accordance with Item 1121 of Regulation
      AB.  Such information shall be provided concurrently with the
      distribution reports otherwise required to be delivered monthly by the Servicer
      under this Agreement and any Supplement, commencing with the first such report
      due not less than ten (10) Business Days following such request.

     

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

     

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

     

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

     

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

     

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

     

    (iv)  deliver
      to the Transferor and any other Person that will be responsible for signing
      the
      Sarbanes Certification on behalf of the Issuing Entity or the Transferor with
      respect to a Securitization Transaction a certification in the form attached
      hereto as Exhibit H, or such other form as may be mutually agreed
      upon.

     

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

     

    (b)  Each
      assessment of compliance provided by a Subservicer pursuant to subsection
      14.9(a)(i) shall address each of the Servicing Criteria specified on a
      certification substantially in the form of Exhibit K hereto delivered to the
      Transferor concurrently with the execution of this Agreement or, in the case
      of
      a Subservicer subsequently appointed as such, on or prior to the date of such
      appointment.  An assessment of compliance provided by a Servicing
      Participant pursuant to subsection 14.9(a)(iii) need not address any elements
      of
      the Servicing Criteria other than those specified by the Servicer pursuant
      to
      Section 14.10.

     


    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    


    (c)  Within
      thirty (30) days of receipt, the Transferor shall provide a copy of all reports
      prepared and delivered pursuant to this Section 14.9 to each Rating
      Agency.

     

    Section
      14.10  Use
      of Subservicers and Servicing Participants.

     

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

     

    (b)  Except
      as may otherwise be required pursuant to Section 8.7, it shall not be necessary
      for the Servicer to seek the consent of the Transferor to the utilization of
      any
      Subservicer.  The Servicer shall use its best efforts to cause any
      Subservicer used by the Servicer (or by any Subservicer) for the benefit of
      the
      Transferor to comply with the provisions of this Section and with Sections
      3.5,
      14.7, 14.9 and subsection 14.8(c) to the same extent as if such Subservicer
      were
      the Servicer.  The Servicer shall be responsible for obtaining from
      each Subservicer and delivering to the Transferor any servicer compliance
      statement required to be delivered by such Subservicer under Section 3.5, any
      assessment of compliance and attestation required to be delivered by such
      Subservicer under Section 14.9 and any certification required to be delivered
      to
      the Person that will be responsible for signing the Sarbanes Certification
      as
      and when required to be delivered.

     

    (c)  Except
      as may otherwise be required pursuant to Section 8.7, it shall not be necessary
      for the Servicer to seek the consent of the Transferor to the utilization of
      any
      Servicing Participant.  The Servicer shall promptly upon request
      provide to the Transferor a written description (in form and substance
      satisfactory to the Transferor) of the role and function of each Servicing
      Participant utilized by the Servicer or any Subservicer, specifying (i) the
      identity of each such Servicing Participant and (ii) which elements of the
      Servicing Criteria will be addressed in assessments of compliance provided
      by
      each Servicing Participant.

     

    As
      a condition to the utilization of
      any Servicing Participant, the Servicer shall use its best efforts to cause
      any
      such Servicing Participant used by the Servicer (or by any Subservicer) for
      the
      benefit of the Transferor to comply with the provisions of Section 14.9 to
      the
      same extent as if such Servicing Participant were the Servicer.  The
      Servicer shall be responsible for obtaining from each Servicing Participant
      and
      delivering to the Transferor any assessment of compliance and attestation
      required to be delivered by such Servicing Participant under Section 14.9,
      in
      each case as and when required to be delivered.

     

    [End
      of Article XIV]

     


    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    


     

    


     

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

    


    


    
      	
               

            	
              CHASE
                BANK USA, NATIONAL ASSOCIATION,

            


    

    
      	
               

            	
              as
                Transferor and Servicer

            


    

    


    


    
      	
               

            	
              By:

            	
              /s/
                Keith W. Schuck___________________

            	 


    

    
      	
               

            	
              Name:
                Keith W. Schuck

            


    

    
      	
               

            	
              Title:   President

            


    

    


    


    
      	
               

            	
              THE
                BANK OF NEW YORK,

            


    

    
      	
               

            	
              as
                Trustee and Paying Agent

            


    

    


    


    
      	
               

            	
              By:

            	
              /s/
                Michael Burack_______________________

            	 


    

    
      	
               

            	
              Name:
                Michael Burack

            


    

    
      	
               

            	
              Title:   Assistant
                Treasurer

            


    

    



    
      
              

                  Fifth
            A&R CHAMT
            PSA      
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    EXHIBIT
      A

     

     

    TRANSFEROR
      CERTIFICATE

    No.
      __                                                                              One
      Unit

    


     

    CHASE
      CREDIT CARD MASTER TRUST

    ASSET
      BACKED CERTIFICATE

     

     

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

     

    This
      Certificate represents an

    Undivided
      Interest in the

    Chase
      Credit Card Master Trust

     

    Evidencing
      an Undivided Interest in a trust, the corpus of which consists of a portfolio
      of
      VISA® and
      MasterCard®2
      credit card receivables generated or acquired
      by Chase Bank USA, National Association, and other assets and interests
      constituting the Trust under the Pooling and Servicing Agreement described
      below.

     

    (Not
      an interest in or an obligation of Chase Bank USA, National Association or
      any
      Affiliate thereof.)

     

    This
      certifies that Chase Bank USA, National Association (the “Holder”) is the
      registered owner of an undivided interest in a trust (the “Trust”), the
      corpus of which consists of a portfolio of receivables (the
“Receivables”) now existing or hereafter created under selected VISA®
      and MasterCard® credit card
      accounts
      (the “Accounts”) of Chase Bank USA, National Association (the
“Transferor”), a national banking association, all monies due or to
      become due in payment of the Receivables (including all Finance Charge
      Receivables), all proceeds of such Receivables and Insurance Proceeds relating
      to the Receivables, the other assets and interests constituting the Trust and
      the proceeds thereof pursuant to a Fifth Amended and Restated Pooling and
      Servicing Agreement, dated as of December 19, 2007, as supplemented by any
      Supplement relating to a Series of Investor Certificates (the “Pooling and
      Servicing Agreement”),

    

      

    

      
      


      
        

      

      
        	
                2

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

              


      

    

    
 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
 

    by
      and between Chase Bank USA, National Association, as Transferor and Servicer,
      and The Bank of New York, as Trustee (the “Trustee”) and as Paying Agent,
      a summary of certain of the pertinent provisions of which is set forth
      herein.

     

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

     

    This
      Certificate has not been registered or qualified under the Securities Act of
      1933, as amended, or any state securities law.  No sale, transfer or
      other disposition of this Certificate shall be permitted other than in
      accordance with the provisions of Section 6.3, 6.9 or 7.2 of the Pooling and
      Servicing Agreement.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    
 

    the
      Certificate pursuant to the Pooling and Servicing Agreement into the Collection
      Account and shall pay, or be deemed to pay, such amounts as collected to the
      Holder of this Certificate.

     

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

     

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

     

    Upon
      the termination of the Trust pursuant to Section 12.1 of the Pooling and
      Servicing Agreement, the Trustee shall assign and convey to the Holder of this
      Certificate (without recourse, representation or warranty) all right, title
      and
      interest of the Trust in the Receivables, whether then existing or thereafter
      created, all monies due or to become due with respect thereto (including all
      accrued interest theretofore posted as Finance Charge Receivables) and all
      proceeds thereof and Insurance Proceeds relating thereto and Interchange
      allocable to the Trust pursuant to any Supplement, except for amounts held
      by
      the Trustee pursuant to subsection 12.3(b) of the Pooling and Servicing
      Agreement.  The Trustee shall execute and deliver such instruments of
      transfer and assignment, in each case without recourse, as shall be reasonably
      requested by the Holder of this Certificate to vest in such Holder all right,
      title and interest which the Trustee had in the Receivables.

     

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

     

    
 

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

     

     

    IN
      WITNESS WHEREOF, Chase Bank USA, National Association has caused this
      Certificate to be duly executed under its official seal.

    


    
      	 	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION

              Transferor

            
	 	 	 
	 	 	 
	 	 	
              By:

            	 	 
	 	 	 	
              Authorized
                Officer

            
	 	 	 
	 	 	 
	
              [SEAL]

            	 	 
	 	 	 
	
              Attested
                to:

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              By:

            	 	 	 	 
	 	
              Cashier

            	 	 
	 	 	 
	
              Date:

            	 	 


    

     

    
 

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    



    Trustee’s
      Certificate of Authentication

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

     

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

     

                THE
      BANK OF NEW
      YORK,

                  as
      Trustee

     

    


     

    


     

                By:                 
           Authorized
      Officer

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    



    


     

    EXHIBIT
      B

     

     

    FORM
      OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

     

     

    ASSIGNMENT
      No. ___ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this “Assignment”) dated
      as of _________, ______, by and between CHASE BANK USA, NATIONAL ASSOCIATION,
      a
      national banking association organized and existing under the laws of the United
      States of America (“Chase USA”), and THE BANK OF NEW YORK, a banking
      corporation organized and existing under the laws of the State of New York,
      as
      Trustee (the “Trustee”) of Chase Credit Card Master Trust (the
“Trust”), pursuant to the Pooling and Servicing Agreement referred
      to
      below.

     

    


     

    W
      I T N E S S E T H:

     

     

    WHEREAS,
      Chase USA, as Transferor and Servicer and the Trustee, on behalf of the Trust,
      and Paying Agent are parties to the Fifth Amended and Restated Pooling and
      Servicing Agreement, dated as of December 19, 2007 (the “Pooling and
      Servicing Agreement”);

     

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

     

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

     

    NOW,
      THEREFORE, Chase USA and the Trustee hereby agree as follows:

     

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

     

     

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

     

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

     

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

     

    2.  Designation
      of Additional Accounts.  Chase USA shall deliver to the Trustee,
      not later than five Business Days after the Addition Date, a true and complete
      list (in the

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    



    form
      of a computer file, microfiche list, CD-ROM or such other form as agreed upon
      between the Transferor and the Trustee, on behalf of the Trust) of each
      VISA® and 
      MasterCard® account which,
      as of
      the Addition Date, shall be deemed to be an Additional Account, each such
      account being identified by account number and by the aggregate amount of
      Receivables in such account as of the close of business on the Addition Cut-Off
      Date.  Such 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 Pooling and Servicing
      Agreement.

     

    3.  Conveyance
      of Receivables.

     

    A.  Chase
      USA does hereby transfer, assign, set-over and otherwise convey to the Trustee
      on behalf of the Trust for the benefit of the Certificateholders, without
      recourse on and after the Addition Date, all right, title and interest of Chase
      USA in and to the Receivables now existing and hereafter created in the
      Additional Accounts designated hereby, all monies due or to become due with
      respect thereto (including all Finance Charge Receivables) and all proceeds
      of
      such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such
      Receivables and the proceeds of any of the foregoing.

     

    B.  In
      connection with such transfer, Chase USA agrees to record and file, at its
      own
      expense, a financing statement with respect to the Receivables now existing
      and
      hereafter created in the Additional Accounts designated hereby (which may be
      a
      single financing statement with respect to all such Receivables or a financing
      statement filed previously with respect to Receivables arising in Accounts
      that
      include the Additional Accounts designated hereby) for the transfer of accounts
      as defined in Section 9-102 of the UCC as in effect in the State of Delaware
      meeting the requirements of applicable state law in such manner and such
      jurisdictions as are necessary to perfect the assignment of such Receivables
      to
      the Trustee on behalf of the Trust for the benefit of the Certificateholders
      (the “Secured Party”), and to deliver a file-stamped copy of such
      financing statement or other evidence of such filing to the Trustee on or prior
      to the date of this Assignment.

     

    C.  The
      parties hereto agree that all transfers of Receivables to the Trust pursuant
      to
      this Assignment are subject to, and shall be treated in accordance with, the
      Delaware Act and each of the parties hereto agrees that this Assignment has
      been
      entered into by the parties hereto in express reliance upon the Delaware
      Act.  For purposes of complying with the requirements of the Delaware
      Act, each of the parties hereto hereby agrees that any property, assets or
      rights purported to be transferred, in whole or in part, by Chase USA pursuant
      to this Assignment shall be deemed to no longer be the property, assets or
      rights of Chase USA.  The parties hereto acknowledge and agree that
      each such transfer is occurring in connection with a “securitization
      transaction” within the meaning of the Delaware Act.

     

    D.  In
      connection with such transfer, Chase USA further agrees, at its own expense,
      on
      or prior to the date of this Assignment to indicate in its computer files that
      Receivables created in connection with the Additional Accounts designated
      hereby

     

    
 

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    
 

               
      have been transferred to the Trust pursuant to this Assignment for the benefit
      of the Certificateholders.

     

    E.  Chase
      USA hereby grants to the Secured Party a security interest in all of Chase
      USA’s
      right, title and interest in, to and under the Receivables now existing and
      hereafter created in the Additional Accounts designated hereby, all monies
      due
      or to become due with respect to such Receivables, Insurance Proceeds relating
      to such Receivables, Recoveries, Interchange and the proceeds to any of the
      foregoing to secure a loan in an amount equal to the unpaid principal amount
      of
      the Investor Certificates issued or to be issued pursuant to the Pooling and
      Servicing Agreement and the interest accrued at the related Certificate Rate,
      and this Assignment shall constitute a security agreement under applicable
      law.  Chase USA shall file continuation statements and provide other
      further assurances to maintain the perfection and priority of such security
      interest of the Secured Party.

     

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

     

    5.  Representations
      and Warranties of Chase USA.  Chase USA hereby represents and
      warrants to the Secured Party, as of the Addition Date (or such other date
      as is
      specified below), that:

     

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

     

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

     

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

     

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

     

    E.  Transfer.  This
      Assignment constitutes either:  (i) a valid transfer and assignment to
      the Trust of all right, title and interest of Chase USA in and to Receivables
      now existing and hereafter created in the Additional Accounts
      designated

     

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

     

    hereby,
      and all proceeds (as defined in the UCC) of such Receivables and Insurance
      Proceeds relating thereto, and such Receivables and all proceeds thereof and
      Insurance Proceeds relating thereto will be held by the Secured Party free
      and
      clear of any Lien of any Person claiming through or under Chase USA or any
      of
      its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the
      Pooling and Servicing Agreement, (y) the interest of the holder of the
      Transferor Certificate and (z) Chase USA’s right to receive interest accruing
      on, and investment earnings in respect of, the Finance Charge Account and the
      Principal Account as provided in the Pooling and Servicing Agreement; or (ii)
      a
      valid and continuing security interest (as defined in the UCC) in the
      Receivables now existing or hereafter created in the Additional Accounts in
      favor of the Secured Party, the proceeds (as defined in the UCC) thereof and
      Insurance Proceeds relating thereto, upon the conveyance of such Receivables
      to
      the Trust, which security interest is prior to all other Liens, and is
      enforceable against creditors of and purchasers from Chase USA, and which will
      be enforceable with respect to the Receivables thereafter created in respect
      of
      Additional Accounts designated hereby, the proceeds (as defined in the UCC)
      thereof and Insurance Proceeds relating thereto, upon such creation; and (iii)
      if this Assignment constitutes the grant of a security interest to the Secured
      Party in such property, upon the filing of a financing statement described
      in
      Section 3 of this Assignment with respect to the Additional Accounts designated
      hereby and in the case of the Receivables of such Additional Accounts thereafter
      created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds
      relating to such Receivables, upon such creation, the Secured Party shall have
      a
      first priority perfected security interest in such property (subject to Section
      9-315 the UCC as in effect in the State of Delaware), except for Liens permitted
      under subsection 2.5(b) of the Pooling and Servicing Agreement.  Chase
      USA has caused or will have caused, within ten days, the filing of all
      appropriate financing statements in the proper filing office in the appropriate
      jurisdictions under applicable law in order to perfect the security interest
      in
      the Receivables granted to the Secured Party hereunder. The Receivables
      constitute “accounts” within the meaning of the applicable UCC.

     

    F.  Other
      Liens.  Other than the security interest granted to the Secured
      Party pursuant to this Assignment, Chase USA has not pledged, assigned, sold,
      granted a security interest in, or otherwise conveyed any of the
      Receivables.  Chase USA has not authorized the filing of and is not
      aware of any financing statements against Chase USA that include a description
      of collateral covering the Receivables other than any financing statement (i)
      relating to the security interest granted to the Secured Party hereunder, (ii)
      that has been terminated, or (iii) that names The Bank of New York as secured
      party. Chase USA is not aware of any judgment or tax lien filings against Chase
      USA.  Chase USA owns and has good and marketable title to the
      Receivables free and clear of any Lien, claim or encumbrance of any
      Person.

     

    G.  Breach
      of Representations and Warranties.  The provision set forth in
      Section 2.4(d) of the Pooling and Servicing Agreement shall be applicable to
      any
      breach of the representations and warranties of this Section 5 with respect
      to
      any Receivable.

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

    

 

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

     

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

     

    B.  Opinion
      of Counsel.  Chase USA shall have delivered to the Trustee the two
      Opinions of Counsel referenced in subsection 2.6(c)(vi) of the Pooling and
      Servicing Agreement with respect to the Additional Accounts designated
      hereby.

     

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

     

    8.  Survival.  The
      representations, warranties and covenants of the parties hereto shall survive
      the assignment of the Receivables pursuant to this Assignment and the
      termination of this Assignment, and shall inure to the benefit of the
      Trust.  Notwithstanding anything to the contrary in this Assignment,
      the representations and warranties of Chase USA herein shall not survive after
      the tenth (10th) anniversary of the Addition Date.

     

    9.  Waivers
      and Amendments.  This Assignment may be amended, superseded,
      canceled, renewed or extended and the terms hereof may be waived, only by a
      written instrument signed by authorized representatives of the parties or,
      in
      the case of a waiver, by an authorized representative of the party waiving
      compliance and, in all cases, subject to confirmation by each Rating Agency
      then
      rating any Investor Certificates.  No such written instrument shall be
      effective unless it expressly recites that it is intended to amend, supersede,
      cancel, renew or extend this Assignment or to waive compliance with one or
      more
      of the terms hereof, as the case may be.  No delay on the part of any
      party in exercising any right, power or privilege hereunder shall operate as
      a
      waiver thereof, nor shall any waiver on the part of any party of any such right,
      power or privilege, or any single or partial exercise of any such
      right,

     

    
 

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    
 

    power
      or privilege, preclude any further exercise thereof or the exercise of any
      other
      such right, power or privilege.

     

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

     

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

     

    12.  Tax
      Treatment.  Nothing in this Assignment shall be deemed to require
      any securitization transaction involving the Receivables to be treated as a
      sale
      for federal or state income tax purposes or to preclude treatment of any such
      securitization transaction as debt for federal or state income tax
      purposes.

     

    
 

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

    
 

     

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

     

    


     

    


                CHASE
      BANK USA,
      NATIONAL 

            
ASSOCIATION,

                as
      Transferor

    


    


    


                By:  ______________________________                   

                Name:

                Title:

     

    


                THE
      BANK OF NEW
      YORK,

                as
      Trustee

    


    


    


                By:  ______________________________                 

                Name:

                Title:

     

    


    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    


     

    
 

    
      	 	 	 	
              Schedule
                1

              to Assignment of

              Receivables in

              Additional Accounts

            


    

     

     

     

    ADDITIONAL
      ACCOUNTS

     

     

    
 

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    


     

     

    
      	 	 	 	
              Schedule
                2
to
                Assignment of

              Receivables
                in

              Additional
                Accounts

            


    

    


     

    Chase
      Bank USA, National Association

    Chase
      Credit Card Master Trust


     

    Officer’s
      Certificate

    


     

    The
      undersigned, being _____________ of Chase Bank USA, National Association, a
      national banking association organized under the laws of the United States
      (“Chase USA”), as Transferor under the Fifth Amended and Restated Pooling
      and Servicing Agreement, dated as of December 19, 2007, as heretofore
      supplemented and amended (the “Agreement”), by and between Chase USA, as
      Transferor and Servicer, and The Bank of New York, as Trustee and Paying Agent
      (the “Trustee”), and in connection with the execution of Assignment No.
      __ of Receivables in Additional Accounts, dated as of _______________, 20__
      (the
“Assignment”), between Chase USA, as Transferor, and the Trustee, hereby
      represents and warrants to the Trustee that as of _____________, 20__
      (capitalized terms used but not defined herein shall have the meanings provided
      in the Agreement and the Assignment):

    


    1.  The
      designation of Receivables in Additional Accounts by Chase USA and the
      acceptance thereof by the Trustee will not (i) adversely affect the tax
      characterization as debt of any Class of Investor Certificates of any
      outstanding Series or Class in respect of which an opinion was delivered at
      the
      time of issuance that such Class would be treated as debt for U.S. federal
      income tax purposes, (ii) cause the Trust following such designation and
      acceptance to be deemed to be an association (or a “publicly traded partnership”
within the meaning of Section 7704(b) of the Code) taxable as a corporation
      and
      (iii) cause or constitute a taxable event in which gain or loss would be
      recognized by any Investor Certificateholder or the Trust, (x) each Additional
      Account is, as of the Addition Cut-Off Date, an Eligible Account, and each
      Receivable in such Additional Account is, as of the Addition Cut-Off Date,
      an
      Eligible Receivable, (y) no selection procedures believed by Chase USA to be
      materially adverse to the interests of the Investor Certificateholders were
      utilized in selecting the Additional Accounts from the available Eligible
      Accounts from the Bank Portfolio, and (z) as of the Addition Date, Chase USA
      is
      not insolvent;

     

    2.  As
      of the Addition Date, the Assignment constitutes either (x) a valid transfer
      and
      assignment to the Trust of all right, title and interest of Chase USA in and
      to
      the Receivables then existing and thereafter created in the Additional Accounts,
      and all proceeds (as defined in the UCC) of such Receivables and Insurance
      Proceeds relating thereto and such Receivables and all proceeds thereof and
      Insurance Proceeds relating thereto will be held by the Trust free and clear
      of
      any Lien of any Person claiming through or under Chase USA or any of its
      Affiliates, except for (i) Liens permitted under subsection 2.5(b), (ii) the
      interest of Chase USA as Holder of the Transferor Certificate and (iii) Chase
      USA’s right to receive interest

     

    
 

    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    

    
 

    accruing
      on, and investment earnings in respect of, the Finance Charge Account and the
      Principal Account, or any Series Account as provided in this Agreement and
      any
      related Supplement or (y) a grant of a security interest (as defined in the
      UCC), in such property to the Trust, which is enforceable with respect to then
      existing Receivables of the Additional Accounts, the proceeds (as defined in
      the
      UCC), thereof and Insurance Proceeds relating thereto upon the conveyance of
      such Receivables to the Trust, and which will be enforceable with respect to
      the
      Receivables thereafter created in respect of Additional Accounts conveyed on
      such Addition Date, the proceeds (as defined in the UCC), thereof and Insurance
      Proceeds relating thereto upon such creation; and (z) if the Assignment
      constitutes the grant of a security interest to the Trust in such property,
      upon
      the filing of a financing statement as described in Section 2.1 of the Agreement
      with respect to such Additional Accounts and in the case of the Receivables
      thereafter created in such Additional Accounts and the proceeds (as defined
      in
      the UCC), thereof, and Insurance Proceeds relating thereto, upon such creation,
      the Trust shall have a first priority perfected security interest in such
      property (subject to Section 9-315 of the UCC), except for Liens permitted
      under
      subsection 2.5(b) of the Agreement.

     

    3.  As
      of the Addition Date, all requirements set forth in Section 2.6 of the Agreement
      for designating Additional Accounts and conveying the Principal Receivables
      of
      such Account, whether now existing or hereafter created, have been satisfied
      or
      waived;  and

     

    4.  Each
      of the representations and warranties made by Chase USA in Section 5 of the
      Assignment is true and correct as of the Addition Date.

     

     

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

    


    


    


    


    


                    By: _________________________                  

                    Name:

                    Title:

    


    


     

    
 

    
      
        
        

      

      
        B-10

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      C

     

     

    FORM
      OF MONTHLY SERVICER’S CERTIFICATE


     

     

    CHASE
      BANK USA, NATIONAL ASSOCIATION

     

    _____________________________________________

     

    CHASE
      CREDIT CARD MASTER TRUST

    _____________________________________________

     

     

    1.           Capitalized
      terms used in this Certificate have their respective meanings set forth in
      the
      Pooling and Servicing Agreement; provided, that the “preceding Monthly
      Period” shall mean the Monthly Period immediately preceding the calendar month
      in which this Certificate is delivered.  This Certificate is delivered
      pursuant to subsection 3.4(b) of the Fifth Amended and Restated Pooling and
      Servicing Agreement, dated as of  December 19, 2007 (the “Pooling
      and Servicing Agreement”).  References herein to certain sections
      and subsections are references to the respective sections and subsections of
      the
      Pooling and Servicing Agreement.

     

    2.           Chase
      Bank USA, National Association is the Servicer under the Pooling and Servicing
      Agreement.

     

    3.           The
      undersigned is a Servicing Officer.

     

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

     

    
      	
              5.           The
                aggregate amount of Collections processed during the preceding Monthly
                Period was equal to (excluding Annual Membership Fees and
                Interchange)

            	
              $__________

            
	
               

                         6.           The
                Aggregate Investor Percentage of Collections of Principal Receivables
                processed by the Servicer during the preceding Monthly Period was
                equal
                to

            	
              $__________

            
	
               

                         
                7.           The
                Aggregate Investor Percentage of Collections of Finance Charge Receivables
                processed by the Servicer during the preceding Monthly Period was
                equal to
                (excluding Annual Membership Fees and Interchange)

            	
              $__________

            
	
               

                        
                8.           The
                aggregate amount of Receivables processed by the Servicer as of the
                end of
                the last day of the preceding Monthly Period

            	
              $__________

            


    

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

                        
                9.           Of the
                balance on deposit in the Finance Charge Account, the amount attributable
                to the Aggregate Investor Percentage of Collections processed by
                the
                Servicer during the preceding Monthly Period

            	
              $__________

            
	
               

                       10.           Of
                the balance on deposit in the Principal Account, the amount attributable
                to the Aggregate Investor Percentage of Collections processed by
                the
                Servicer during the preceding Monthly Period

            	
              $__________

            
	
               

                       11.           The
                aggregate amount, if any, of withdrawals, drawings or payments under
                any
                Credit Enhancement, if any, required to be made with respect to any
                Series
                outstanding for the preceding Monthly Period

            	
              $__________

            
	
               

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

            	
              $__________

            
	
               

                       13.           The
                amount equal to the Aggregate Investor Percentage of Annual Membership
                Fees deposited to the Finance Charge Account or any Series Account
                on or
                before the Transfer Date during the current month is equal
                to

            	
              $__________

            
	
               

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

            	
              $__________

            
	
               

                      
                15.           The
                aggregate amount of all sums payable to the Investor Certificateholders
                of
                each Series on the succeeding Distribution Date with respect to
                Certificate Principal

            	
              $__________

            
	
               

                      
                16.           The
                aggregate amount of all sums payable to the Investor Certificateholders
                of
                each Series on the succeeding Distribution Date with respect to
                Certificate Interest

            	
              $__________

            


    

     

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

     

     

    [If
      applicable, insert “None.”]

     

     

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    



     

    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this
      certificate this ____ day of __________, ____.

     

    CHASE
      BANK USA, NATIONAL

    ASSOCIATION,
      as Servicer

     

    


     

    


     

    By:  _____________________________           

                                        Name:

                                        Title:

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    
 

     

    
      	
            	 	 	
              Schedule
                to Monthly 
                Servicer’s
                  Certificate*

              

            


    

     

     

     

    


     

     

    Chase
      Bank USA, National Association

    ________________________________________

     

    CHASE
      CREDIT CARD MASTER TRUST

    ________________________________________

     

    


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

    


     

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

    
 

    


     

    EXHIBIT
      D

     

    FORM
      OF ANNUAL SERVICER’S CERTIFICATE

    Chase
      Bank USA, National Association

    


    ___________________________________________________

    


    CHASE
      CREDIT CARD MASTER TRUST


    ___________________________________________________

     

    The
      undersigned, a duly authorized representative of Chase Bank USA, National
      Association (“CUSA”), a national banking association organized under the
      laws of the United States, as Servicer pursuant to the Fifth Amended and
      Restated Pooling and Servicing Agreement dated as of December 19, 2007 (the
      “Pooling and Servicing Agreement”) by and among CUSA, as Transferor and
      Servicer, and The Bank of New York, as trustee and paying agent (the
“Trustee”) does hereby certify that:

     

    1.
      CUSA is the Servicer under the Pooling and Servicing Agreement.

     

    2.
      The undersigned is duly authorized pursuant to the Pooling and Servicing
      Agreement to execute and deliver this Certificate to the Trustee.

     

    3.
      This Certificate is delivered pursuant to Section 3.5 of the Pooling and
      Servicing Agreement.

     

    4.
      A review of the activities of the Servicer during [the period from the Closing
      Date until December 31, ______] or [the calendar year ended December 31, ______]
      was conducted under the supervision of the undersigned.

     

    5.
      Based on such review, the Servicer has, to the best of the knowledge of the
      undersigned, fully performed all its obligations under the Pooling and Servicing
      Agreement throughout such period and no default in the performance of such
      obligations has occurred or is continuing except as set forth in paragraph
      6
      below.

     

    6.
      The following is a description of each failure of the Servicer to fulfill its
      obligations under the provisions of the Pooling and Servicing Agreement,
      including any Supplement, known to me to have been made by the Servicer during
      the year ended December 31, ____, which sets forth in detail (i) the nature
      of
      each such failure, (ii) the action taken by the Servicer, if any, to remedy
      each
      such failure and (iii) the current status of each such failure:

     

    [If
      applicable, insert “None.”]

     

    


    


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    



    


     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this certificate this ____
      day of ____________, ____.

    


    


    


    


    


                CHASE
      BANK USA,
      NATIONAL 

                ASSOCIATION,
      as
      Servicer

    


    


    


    


                By: ___________________________                  

                Name:

                Title:

    


    




    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

     

     

    FORM
      OF ANNUAL OPINION OF COUNSEL

     

     

    The
      opinion set forth below, which is to be delivered pursuant to subsection 13.2(d)
      of the Fifth Amended and Restated Pooling and Servicing Agreement, may be
      subject to certain qualifications, assumptions, limitations and exceptions
      taken
      or made in the opinion of counsel delivered on the Closing Date with respect
      to
      similar matters.

     

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

     

    


    
 

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    



    


     

    EXHIBIT
      F

     

     

    FORM
      OF REASSIGNMENT OF RECEIVABLES

     

     

    REASSIGNMENT
      NO. ___ OF RECEIVABLES, dated as of ___________, _____, by and between Chase
      Bank USA, National Association, a national banking association organized and
      existing under the laws of the United States (the “Bank”), and The Bank
      of New York, a banking corporation organized under the laws of the State of
      New
      York, as Trustee (the “Trustee”) of the Chase Credit Card Master Trust
      (the “Trust”), pursuant to the Pooling and Servicing Agreement referred
      to below.

     

    W
      I T N E S S E T H:

     

     

    WHEREAS,
      the Bank, as Transferor and Servicer, and the Trustee and Paying Agent are
      parties to the Fifth Amended and Restated Pooling and Servicing Agreement,
      dated
      as of December 19, 2007 (the “Pooling and Servicing
      Agreement”);

     

    WHEREAS,
      pursuant to the Pooling and Servicing Agreement, the Bank wishes to remove
      all
      Receivables from certain designated Accounts of the Bank (the “Removed
      Accounts”) and to cause the Trustee to reconvey the Receivables of such
      Removed Accounts, whether now existing or hereafter created, from the Trust
      to
      the Bank (as each such term is defined in the Pooling and Servicing Agreement);
      and

     

    WHEREAS,
      the Trustee, on behalf of the Trust, is willing to accept such designation
      and
      to reconvey the Receivables in the Removed Accounts subject to the terms and
      conditions hereof;

     

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

     

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

     

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

     

    “Removal
      Date” shall mean, with respect to the Removed Accounts designated hereby,
      __________________, ­__________.

     

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

     

    2.           Designation
      of Removed Accounts.  The Bank shall deliver to the Trustee, not
      later than five Business Days after the Removal Date, a true and complete list
      (in the form of a computer file, microfiche list, CD-ROM or such other form
      as
      agreed upon between the Transferor and the Trustee, on behalf of the Trust)
      of
      each VISA® and
      MasterCard®
      account

     

     

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

    
 

    which,
      as of the Removal Date, shall be deemed to be a Removed Account, each such
      account being identified by account number and by the aggregate amount of
      Receivables in such account as of the close of business on the Removal Cut-Off
      Date.  Such list shall be marked as Schedule 1 to this Reassignment
      and shall, as of the Removal Date, modify and amend and be incorporated into
      and
      made a part of this Reassignment and the Pooling and Servicing
      Agreement.

     

    3.           Conveyance
      of Receivables.

     

    (a)  The
      Trustee, on behalf of the Trust, does hereby reconvey to the Bank, without
      recourse on and after the Removal Date, all right, title and interest of the
      Trust in and to the Receivables now existing and hereafter created in the
      Removed Accounts designated hereby, all monies due or to become due with respect
      thereto (including all Finance Charge Receivables), all proceeds (as defined
      in
      Section 9-306 of the UCC as in effect in the State of Delaware) of such
      Receivables, Insurance Proceeds relating to such Receivables and the proceeds
      thereof.

     

    (b)  In
      connection with such transfer, the Trustee, on behalf of the Trust, agrees
      to
      authorize the Bank on or prior to the date of this Reassignment, to file a
      termination statement (in form and substance reasonably satisfactory to the
      Trustee) with respect to the Receivables now existing and hereafter created
      in
      the Removed Accounts designated hereby (which may be a single termination
      statement with respect to all such Receivables) evidencing the release by the
      Trust of its Lien on the Receivables in the Removed Accounts, and meeting the
      requirements of applicable state law, in such manner and such jurisdictions
      as
      are necessary to remove such Lien.

     

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

     

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

     

    (b)  Selection
      Procedures.  No selection procedures believed by the Bank to be
      materially adverse to the interests of the Investor Certificateholders were
      utilized in selecting the Removed Accounts designated hereby.

     

    5.           Conditions
      Precedent.  The amendment of the Pooling and Servicing Agreement
      set forth in Section 6 hereof is subject to the satisfaction, on or prior to
      the
      Removal Date, of the following condition precedent:

    


    The
      Bank shall have delivered to the Trustee an Officer’s Certificate certifying
      that (i) as of the Removal Date, all requirements set forth in Section 2.7
      of
      the Pooling and Servicing Agreement for designating Removed Accounts and
      reconveying the Receivables of such Removed Accounts, whether now existing
      or
      hereafter created, have been satisfied and (ii) each of the representations
      and

     

     

    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    

     

    
 

    warranties
      made by the Bank in Section 4 hereof is true and correct as of the Removal
      Date.  The Trustee may conclusively rely on such Officer’s
      Certificate, shall have no duty to make inquiries with regard to the matters
      set
      forth therein, and shall incur no liability in so relying.

     

     

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

     

    7.           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 together shall constitute one and the same instrument.

     

    8.           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.

     

     

    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

      

    

     

    
 

     

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

    


    
      	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION

              Transferor

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	 
	 	 
	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION

              Transferor

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    


    
      
        
        

      

      
        F-4

        
          

        

      

      
        
        

      

    


     

     

    
      	
            	 	 	
              
                
                  Schedule
                    I

                  to
                    Reassignment

                  of
                    Receivables

                

              

            


    

    
 

     

    REMOVED
      ACCOUNTS

     

    


    


    
      
        
        

      

      
        F-5

        
          

        

      

      
        
        

      

    



    


     

    EXHIBIT
      G

     

     

    FORM
      OF RECONVEYANCE OF RECEIVABLES

     

     

    RECONVEYANCE
      OF RECEIVABLES, dated as of ____________ ___, ____, by and between Chase Bank
      USA, National Association, a national banking association (the
“Transferor”), and The Bank of New York, a banking corporation organized
      and existing under the laws of New York, as Trustee (the “Trustee”) of
      the Chase Credit Card Master Trust (the “Trust”), pursuant to the Pooling
      and Servicing Agreement referred to below.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Transferor and the Trustee are parties to the Fifth Amended and Restated
      Pooling and Servicing Agreement dated as of December 19, 2007 (hereinafter
      as
      such agreement may have been, or may from time to time be, amended, supplemented
      or otherwise modified, the “Pooling and Servicing
      Agreement”);

     

    WHEREAS,
      pursuant to the Pooling and Servicing Agreement, the Transferor wishes to cause
      the Trustee, on behalf of the Trust, to reconvey all of the Receivables and
      proceeds thereof, whether now existing or hereafter created, from the Trust
      to
      the Transferor pursuant to the terms of Section 12.4 of the Pooling and
      Servicing Agreement upon termination of the Trust pursuant to subsection 12.1(a)
      of the Pooling and Servicing Agreement (as each such term is defined in the
      Pooling and Servicing Agreement); and

     

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

     

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

     

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

     

    “Reconveyance
      Date” shall mean ______________, ____.

     

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

     

    3.  Conveyance
      of Receivables.  (a)  The Trustee, on behalf of the
      Trust, does hereby reconvey to the Transferor, without recourse, representation
      or warranty, on and after the Reconveyance Date, all right, title and interest
      of the Trust in and to each and every Receivable now existing and hereafter
      created in the Accounts, all monies due or to become due with respect thereto
      (including all Finance Charge Receivables), all proceeds (as defined in Section
      9-306 of the UCC as in effect in the

     

     

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

    
 

    4.  State
      of Delaware) of such Receivables and Insurance Proceeds relating to such
      Receivables and any Interchange, except for amounts, if any, held by the
      Trustee, on behalf of the Trust, pursuant to subsection 12.3(b) of the Pooling
      and Servicing Agreement.

     

     

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

     

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

     

    6.  GOVERNING
      LAW.  THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER
      SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED 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.

     

     

    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    

    

 

     

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

    


    
      	 	
              CHASE
                BANK USA, NATIONAL ASSOCIATION

              as
                Transferor

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	 
	 	 
	 	
              THE
                BANK OF NEW YORK,

                as
                Trustee

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    


    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    



    


     

    SCHEDULE
      I

    


     

    LIST
      OF ACCOUNTS

     

    Delivered
      to Trustee only

     

    [Deemed
      Incorporated]

     

    


    


     

    
      
        
        

      

      
        G-4

        
          

        

      

      
        
        

      

    

    

 

    


     

    EXHIBIT
      H

     

    


     

    FORM
      OF ANNUAL CERTIFICATION

     

     

    
      	
               

            	
              Re:

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

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Transferor, and its officers,
      with the knowledge and intent that they will rely upon this certification,
      that:

     

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

     

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

     

    (3)           To
      the best of my knowledge, all of the Company Information required to be provided
      by the Company under the Agreement has been provided to the
      Transferor.

    


    


                    Date:  ________________________________

    


    


                    By:     ________________________________

                    Name:

                    Title:

    


    




    


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

     

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


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

    
 

    
      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              
	
                 

                General
                  Servicing Considerations

                 

              
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

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

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	
                 

                Cash
                  Collection and Administration

              
	
                1122(d)(2)(i)

              	
                Payments
                  on credit card accounts are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(2)(ii)

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

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(iv)

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

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations (A) are mathematically accurate;
                  (B) are
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C) are
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	 


      

    

     

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              
	
                Investor
                  Remittances and Reporting

              
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of credit card accounts serviced by the
                  Servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	 
	
                 

                Pool
                  Asset Administration

              
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related asset pool documents.

              	 
	
                1122(d)(4)(ii)

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

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on credit card accounts, including any payoffs, made in accordance
                  with
                  the related credit card accounts documents are posted to the Servicer’s
                  obligor records maintained no more than two business days after
                  receipt,
                  or such other number of days specified in the transaction agreements,
                  and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related asset pool documents.

              	 
	
                1122(d)(4)(v)

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

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s
                  account  (e.g., loan modifications or re-agings) are made,
                  reviewed and approved by authorized personnel in accordance with
                  the
                  transaction agreements and related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  an Account
                  is delinquent in accordance with the transaction agreements. Such
                  records
                  are maintained on at least a monthly basis, or such other period
                  specified
                  in the transaction agreements, and describe the entity’s activities in
                  monitoring delinquent Accounts including, for example, phone calls,
                  letters and payment rescheduling plans in cases where delinquency
                  is
                  deemed temporary (e.g., illness or unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for Accounts with variable
                  rates are
                  computed based on the related Account documents.

              	 


      

    

     

     

     

    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                Servicing
                  Criteria

              	
                Applicable
                  Servicing Criteria

              
	
                Reference

              	
                Criteria

              
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow
                  accounts):  (A) such funds are analyzed, in accordance with the
                  obligor’s Account documents, on at least an annual basis, or such other
                  period specified in the transaction agreements; (B) interest on
                  such funds
                  is paid, or credited, to obligors in accordance with applicable
                  Account
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related Accounts,
                  or such
                  other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

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

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 


      

    

    


    


    


                        [NAME
      OF
      TRUSTEE]

    


    


                        Date:  ________________________________

    


    


    


                        By:     ________________________________

                      
 Name:

                        Title:

    


     

     

    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      J

     

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

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

    


     

     

    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            
	
               

              General
                Servicing Considerations

               

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 
	
              1122(d)(1)(iii)

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

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 
	
               

              Cash
                Collection and Administration

            
	
              1122(d)(2)(i)

            	
              Payments
                on credit card accounts are deposited into the appropriate custodial
                bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 
	
              1122(d)(2)(ii)

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

            	
               ü

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 
	
              1122(d)(2)(iv)

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

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Exchange
                Act.

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations (A) are mathematically accurate;
                (B) are
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C) are
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 


    

     

    
 

    
      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

    

    
 

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            
	
              Investor
                Remittances and Reporting

            
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of credit card accounts serviced by the
                Servicer.

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
               ü

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
               ü

            
	
               

              Pool
                Asset Administration

            
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related asset pool documents.

            	 
	
              1122(d)(4)(ii)

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

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on credit card accounts, including any payoffs, made in accordance
                with
                the related credit card accounts documents are posted to the Servicer’s
                obligor records maintained no more than two business days after receipt,
                or such other number of days specified in the transaction agreements,
                and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related asset pool documents.

            	 
	
              1122(d)(4)(v)

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

            	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s
                account  (e.g., loan modifications or re-agings) are made,
                reviewed and approved by authorized personnel in accordance with
                the
                transaction agreements and related pool asset documents.

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period an
                Account
                is delinquent in accordance with the transaction agreements. Such
                records
                are maintained on at least a monthly basis, or such other period
                specified
                in the transaction agreements, and describe the entity’s activities in
                monitoring delinquent Accounts including, for example, phone calls,
                letters and payment rescheduling plans in cases where delinquency
                is
                deemed temporary (e.g., illness or unemployment).

            	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for Accounts with variable rates
                are
                computed based on the related Account documents.

            	 


    

     

    
 

    
      
        
          
          

        

        
          J-2

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow
                accounts):  (A) such funds are analyzed, in accordance with the
                obligor’s Account documents, on at least an annual basis, or such other
                period specified in the transaction agreements; (B) interest on such
                funds
                is paid, or credited, to obligors in accordance with applicable Account
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related Accounts,
                or such
                other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 
	
              1122(d)(4)(xiv)

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

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 


    

     

     

     

    
      


      


                               [NAME
        OF PAYING
        AGENT]

      


      


                               Date:   _________________________

      


      


      


                              
        By:      _________________________

                              Name:

                              Title:

      


    

     

    
      
        
          
          

        

        
          J-3

          
            

          

        

        
          
          

        

      

    

    


     

     

    EXHIBIT
      K

     

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

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

    


    
 

    
      	 	
              SERVICING
                CRITERIA

            	
              APPLICABLE
                SERVICING CRITERIA

            	
              INAPPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	 	 
	 	
              General
                Servicing Considerations

            	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              2

            	 
	
              1122(d)(1)(iii)

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

            	 	
              X

            
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on credit card accounts are deposited into the appropriate custodial
                bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	 
	
              1122(d)(2)(ii)

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

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	
              X

            
	
              1122(d)(2)(iv)

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

            	
              X

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            	 


    

     

    
 

    
      

    

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

              


      

    

     

    


    
      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

    

    
 

    
 

    
      
        	 	
                SERVICING
                  CRITERIA

              	
                APPLICABLE
                  SERVICING CRITERIA

              	
                INAPPLICABLE
                  SERVICING CRITERIA

              
	
                Reference

              	
                Criteria

              	 	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 	
                X

              
	
                1122(d)(2)(vii)

              	
                 Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	
                X

              	 
	 	
                Investor
                  Remittances and Reporting

              	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of pool assets serviced by the
                  Servicer.

              	
                X

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	
                X1

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	
                X2

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	
                X3

              	 
	 	
                Pool
                  Asset Administration

              	 	 
	
                1122(d)(4)(i)

              	
                 Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related asset pool documents.

              	 	
                X

              
	
                1122(d)(4)(ii)

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

              	 	
                X

              


      

       

       

      
         

        
          

          
            	1	
                    The
                      Asserting Party allocates amounts due to investors and remits
                      such amounts
                      to the Paying Agent in accordance with the timeframes, distribution
                      priority and other terms set forth in the
                      transaction agreements.

                  


             

          

          
            	2	
                    Amounts
                      remitted to the Paying Agent pursuant to the transaction agreements
                      are
                      posted to the Asserting Party’s records within two business
                      days.

                  


             

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

                    


               

            

          

        

      

      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      

       

       

      


        
          	 	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                	
                  INAPPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	 	 


        

      

      
        	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	
                X

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on credit card accounts, including any payoffs, made in accordance
                  with
                  the related credit card account documents are posted to the Servicer’s
                  obligor records maintained no more than two business days after
                  receipt,
                  or such other number of days specified in the transaction agreements,
                  and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related asset pool documents.

              	
                X

              	 
	
                1122(d)(4)(v)

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

              	
                X

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's account (e.g.,
                  loan
                  modifications or re-agings) are made, reviewed and approved by
                  authorized
                  personnel in accordance with the transaction agreements and related
                  pool
                  asset documents.

              	
                X

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	
                X

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  an Account
                  is delinquent in accordance with the transaction agreements. Such
                  records
                  are maintained on at least a monthly basis, or such other period
                  specified
                  in the transaction agreements, and describe the entity’s activities
                  in monitoring delinquent Accounts including, for example, phone
                  calls,
                  letters and payment rescheduling plans in cases where delinquency
                  is
                  deemed temporary (e.g., illness or unemployment).

              	
                X

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for Accounts with variable
                  rates are
                  computed based on the related Account documents.

              	
                X

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements.

              	 	
                X

              
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 	
                X

              
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 	
                X

              
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 	
                X

              


      

      
 

      
        
        


        
          
            
            

          

          
            K-3

            
              

            

          

          
            
            

          

        




        
          	 	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                	
                  INAPPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	 	 
	
                  1122(d)(4)(xiv)

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

                	
                  X

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	
                  3

                	 


        

         

         

         

        
          


                                      [NAME
            OF [SERVICER] /
            [SUBSERVICER]]

          


          


                                      Date:   _________________________

          


          


          


                                      By:      _________________________

                                     Name:

                                     Title:

        

         

         

         

         

         

        


        
          

        

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

                




        
          
            
              
              

            

            
              K-4

              
                

              

            

            
              
              

            

          

        

        

 

      

    

     

    Exhibit
      L

     

     

    FORM
      OF

    CHASE
      CREDIT CARD MASTER TRUST

    TRUSTEE’S
      CERTIFICATE

     

    [           ]
      [  ], 20[  ]

    


     

    Reference
      is hereby made to the FIFTH AMENDED AND RESTATED POOLING AND SERVICING
      AGREEMENT, dated as of December 19, 2007 (the “Agreement”), by and among
      CHASE BANK USA, NATIONAL ASSOCIATION (the “Bank”), a national banking
      association, as Transferor and Servicer (in such capacities, the “Transferor and
      Servicer”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee
      and paying agent (in such capacities, the “Trustee” and “Paying
      Agent”) on behalf of the Certificateholders of the Chase Credit Card Master
      Trust (the “Trust”).

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    

     

    4.           To
      the knowledge of the undersigned officer of the Trustee, as of the date and
      time
      of this certificate, there are no business relationships, agreements,
      arrangements, transactions or understandings that are entered into outside
      the
      ordinary course of business or on terms other than would be obtained in an
      arm’s
      length transaction with an unrelated third party, that currently exists or
      that
      existed during the past two years and that is material to security holders
      of
      the Notes between the Trustee and any of the following:

    


    (a)           the
      Bank;

    


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

    


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

    


    (d)           any
      enhancement or support provider.]1

    


    


    

      

    

    
      
        	
                1

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

              


      

    

     

     

     

    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    

    


     

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

    


                                        THE
      BANK OF NEW
      YORK,

                as
      Trustee

    


    


    


                                        By:       ___________________________

                                        Name:

                                        Title:

    


     

     

    
      
        
        

      

      
        L-3

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      A

    


    


    


    1.           Page
      [  ] of Base Prospectus

    


     
[DESCRIPTION
      OF THE BANK OF NEW
      YORK]

    


    2.           Page
      [  ] of Base Prospectus

    


     
[DESCRIPTION
      OF THE BANK OF NEW
      YORK]