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ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of August 13, 2007 (this ?Assignment?), by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association (the ?Bank?), and THE BANK OF NEW YORK (DELAWARE), in

Assignment Agreement

ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of August 13, 2007 (this ?Assignment?), by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association (the ?Bank?), and THE BANK OF NEW YORK (DELAWARE), in You are currently viewing:
This Assignment Agreement involves

BANK OF NEW YORK | CHASE BANK USA, NATIONAL ASSOCIATION | First USA Credit Card Master Trust

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Title: ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of August 13, 2007 (this ?Assignment?), by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association (the ?Bank?), and THE BANK OF NEW YORK (DELAWARE), in
Governing Law: Delaware     Date: 8/13/2007

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EXHIBIT 10.1

Exhibit 10.1

ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS

ASSIGNMENT NO. 88 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of August 13, 2007 (this “Assignment”), by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association (the “Bank”), and THE BANK OF NEW YORK (DELAWARE), in its capacity as trustee of the First USA Credit Card Master Trust (the “Trust”) under the Pooling and Servicing Agreement referred to below (in such capacity, the “Trustee”), and acknowledged by the Bank, in its capacity as servicer under the Pooling and Servicing Agreement referred to below (in such capacity, the “Servicer”).

WITNESSETH:

WHEREAS, pursuant to Section 2.06(b) of the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 14, 2006, as amended by the Amendment No. 1 thereto, dated as of August 1, 2007, by and between the Bank, as Transferor and Servicer, and the Trustee (hereinafter, as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Pooling and Servicing Agreement”), the Bank wishes to designate Additional Accounts of the Bank to be included as Accounts and to convey hereby the Receivables of the Additional Accounts to be conveyed by the Bank, whether now existing or hereafter created, to the Trust as part of the corpus of the Trust (as each such term is defined in the Pooling and Servicing Agreement); and

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

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

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

Addition-Cut Off Date” shall mean, with respect to the Additional Accounts, June 30, 2007.

Addition Date” shall mean, with respect to the Additional Accounts designated on Schedule 1 hereto, August 13, 2007.

Notice Date” shall mean, with respect to the Additional Accounts designated on Schedule 1 hereto, July 30, 2007.

2. Designation of Additional Accounts. The Bank shall deliver to the Trustee not later than five Business Days after the Addition Date, a computer file or microfiche list containing a true and complete list 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 amount of Receivables in such account as of the close of business on the related Addition Cut-Off Date, which computer file or microfiche list shall be marked as Schedule 1 to this Assignment and, as of the Addition Date, shall be incorporated into and made a part of this Assignment and the Pooling and Servicing Agreement.

(a) The Bank does hereby transfer, assign, set-over and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse on and after the Addition Date, all right, title and interest of the Bank in and to the Receivables existing as of the Addition Date and thereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect thereto (including, without limitation, the right to all Recoveries and Collections of Finance Charge Receivables and Principal Receivables), Interchange, all proceeds (including “proceeds” as defined in the UCC as in effect in the State of Delaware and any other applicable jurisdiction) of such Receivables and Insurance Proceeds relating to such Receivables. The parties hereto intend to treat the foregoing transfer, assignment, set-over and conveyance as a sale, and not as a secured borrowing, for accounting purposes.

(b) The Bank, upon execution hereof, does hereby grant to the Trustee a security interest in all of the Bank’s right, title and interest in and to the Receivables now existing and hereafter created and arising in connection with the Additional Accounts designated hereby, all monies due or to become due with respect thereto (including, without limitation, the right to all Recoveries and Collections of Finance Charge Receivables and Principal Receivables), Interchange, all proceeds (including “proceeds” as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating to such Receivables to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued under the Pooling and Servicing Agreement or to be issued pursuant to the Pooling and Servicing Agreement and the interest accrued at the related certificate rate. This Assignment constitutes a security agreement under the UCC.

(c) The Bank executed, recorded and filed, on September 27, 1999, in the office of the Secretary of State of the State of Delaware, a financing statement naming “First USA Bank, National Association” as debtor and “The Bank of New York (Delaware), as trustee of First USA Credit Card Master Trust” as secured party, acknowledgment number 9949659, identifying as collateral all Receivables now existing and hereafter created in any Accounts, which financing statement covers the Receivables now existing and hereafter created in the Additional Accounts listed on Schedule 1 hereto, meeting the requirements of applicable Delaware law and such filing has not been amended or terminated, except in connection with (i) the financing statement amendment, recorded and filed on October 30, 2002, in the office of the Secretary of State of the State of Delaware, acknowledgment number 22752552, changing the name of the debtor to “Bank One, Delaware, National Association,” (ii) the financing statement amendment, recorded and filed on September 24, 2004, in the office of the Secretary of State


of the State of Delaware, acknowledgment number 42689752, continuing the term of the financing statement, (iii) the financing statement amendment, recorded and filed on October 21, 2004, in the office of the Secretary of State of the State of Delaware, acknowledgment number 42967018, changing the name of the debtor to “Chase Manhattan Bank USA, National Association,” and (iv) the financing statement amendment, recorded and filed on March 16, 2005, in the office of the Secretary of State of the State of Delaware, acknowledgment number 50837402, changing the name of the debtor to “Chase Bank USA, National Association.” The Bank has delivered a file stamped copy of such financing statement and such financing statement amendments to the Trustee prior to the date of this Assignment.

(d) In connection with the conveyance described in Section 2(a) hereof, the Bank further agrees, at its own expense, on or prior to the date hereof to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders.

(e) It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by the Bank pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Bank. The parties hereto acknowledge and agr

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