Exhibit 10.1
ASSIGNMENT NO. 33 OF RECEIVABLES IN
ADDITIONAL ACCOUNTS, dated as of October 15, 2009, by and
between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking
association (the “Bank”), as Transferor (in such
capacity, the “Transferor”), and the CHASE ISSUANCE
TRUST (the “Trust”), pursuant to the Agreement referred
to below, and acknowledged by the Bank in its capacity as servicer
under the Agreement referred to below (in such capacity, the
“Servicer”).
W I T N E S S E T H:
WHEREAS, the Bank, as Transferor,
Servicer and Administrator, Wells Fargo Bank, National Association,
as Indenture Trustee and Collateral Agent, and the Trust are
parties to the Third Amended and Restated Transfer and Servicing
Agreement, dated as of December 19, 2007, as amended by the First
Amendment to the Third Amended and Restated Transfer and Servicing
Agreement, dated as of May 8, 2009 (hereinafter as such
agreement may have been, or may from time to time be, amended,
supplemented or otherwise modified, the
“Agreement”);
WHEREAS, pursuant to the Agreement,
the Transferor wishes to designate Additional Accounts to be
included as Accounts and to convey hereby the Receivables of such
Additional Accounts (as each such term is defined in the
Agreement), whether now existing or hereafter created, to the
Trust; and
WHEREAS, the Administrator, on
behalf of the Trust, is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, the Transferor and
the Administrator, on behalf of the Trust, hereby agree as
follows:
1. Defined Terms . All
capitalized terms used herein shall have the meanings ascribed to
them in the Agreement unless otherwise defined herein.
“ Addition Cut-Off Date
” shall mean, with respect to the Additional Accounts
designated hereby, September 30, 2009.
“ Addition Date ”
shall mean, with respect to the Additional Accounts designated on
Schedule 1 hereto, October 15, 2009.
“ Notice Date ”
shall mean, with respect to the Additional Accounts designated on
Schedule 1 hereto, October 8, 2009 which shall be a date on or
prior to the third Business Day prior to the Addition Date with
respect to additions pursuant to subsection 2.12(a) of the
Agreement and the fifth Business Day prior to the Addition Date
with respect to additions pursuant to subsection 2.12(b) of the
Agreement.
2. Designation of Additional
Accounts . No later than five Business Days after the Addition
Date, the Transferor shall deliver to the Collateral Agent, as
designee, on behalf of the Trust, a true and complete list (in the
form of a computer file, microfiche list, CD-ROM or such other form
as is agreed upon between the Transferor
and the Collateral Agent) of each VISA
® and MasterCard ® account which, as of the Addition Date, shall be
deemed to be an Additional Account, identified by account number
and the aggregate amount of the Receivables in each such Additional
Account as of the Addition Cut-Off Date, and stating to which Asset
Pool each such Additional Account belongs, which list shall be
marked as Schedule 1 to this Assignment and, as of the Addition
Date, shall modify and amend and be incorporated into and made part
of the Agreement and shall supplement Schedule 1 to the
Agreement.
3. Conveyance of Receivables
.
(a) The Transferor does hereby sell,
transfer and assign to the Trust all right, title and interest,
whether owned on the Addition Cut-Off Date or thereafter acquired,
of the Transferor in the Receivables existing on the Addition
Cut-Off Date or thereafter created in the Additional Accounts, all
Interchange and Recoveries related thereto, all monies due or to
become due and all amounts received or receivable with respect
thereto and all proceeds (including “proceeds” as
defined in the applicable UCC) thereof and all Insurance Proceeds
related thereto. This Section 3(a) does not constitute and is
not intended to result in the creation or assumption by the Trust,
the Owner Trustee (as such or in its individual capacity), the
Indenture Trustee, the applicable Collateral Agent, any
Noteholders, any Supplemental Credit Enhancement Provider or any
Derivative Counterparty of any obligation of the Transferor or any
other Person in connection with the Accounts, the Receivables or
under any agreement or instrument relating thereto, including any
obligation to Obligors, merchant banks, merchants clearance
systems, VISA ® , MasterCard ® or insurers.
(b) The Transferor hereby grants to
the Trust a security interest in all of its right, title and
interest, whether owned on the Addition Cut-Off Date or thereafter
acquired, of the Transferor in the Receivables existing on the
Addition Cut-Off Date or thereafter created in the Additional
Accounts, all Interchange and Recoveries related thereto, all
monies due or to become due and all amounts received or receivable
with respect thereto and the “proceeds” (including
“proceeds” as defined in the applicable UCC) thereof
and all Insurance Proceeds related thereto to secure a loan in an
amount equal to the unpaid principal amount of the Notes issued
pursuant to the Indenture and the applicable Indenture Supplement
and accrued and unpaid interest with respect thereto. This
Assignment constitutes a security agreement under the
UCC.
(c) If necessary, the Transferor
agrees to record and file, at its own expense, financing statements
(and continuation statements when applicable) with respect to the
Receivables in Additional Accounts existing on the Addition Cut-Off
Date and thereafter created meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary
to perfect, and maintain perfection of, the sale and assignment of
its interest in such Receivables to the Trust, and to deliver a
file-stamped copy of each such financing statement or other
evidence of such filing to the Owner Trustee on or prior to the
Addition Date. The Owner Trustee shall be under no obligation
whatsoever to file such financing or continuation statements or to
make any filing under the UCC in connection with such sale and
assignment.
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(d) In connection with such
transfers, the Transferor further agrees, at its own expense, on or
prior to the date of this Assignment, to indicate in the
appropriate computer files that Receivables created in connection
with the Additional Accounts and designated hereby have been
conveyed to the Trust pursuant to this Assignment for the benefit
of the Noteholders.
(e) The parties hereto agree that
all transfers of Receivables to the Trust pursuant to this
Assignment are subject to, and shall be treated in accordance with,
the Delaware Act and each of the parties hereto agrees that this
Assignment has been entered into by the parties hereto in express
reliance upon the Delaware Act. For purposes of complying with the
requirements of the Delaware Act, each of the parties hereto hereby
agrees that any property, assets or rights purported to be
transferred, in whole or in part, by the Transferor pursuant to
this Assignment shall be deemed to no longer be the property,
assets or rights of the Transferor. The parties hereto acknowledge
and agree that each such transfer is occurring in connection with a
“securitization transaction” within the meaning of the
Delaware Act.
4. Acceptance by Owner Trustee on
Behalf of the Trust . The Owner Trustee, on behalf of the
Trust, hereby acknowledges its acceptance of all right, title and
interest in and to the Receivables in the Additional Accounts now
existing and hereafter created, conveyed to the Trust pursuant to
Section 3(a) hereof and declares that the Trust shall maintain
such right, title and interest, upon the trust herein set forth,
for the benefit of the Noteholders.
5. Representations and Warranties
of the Transferor . The Transferor hereby represents and
warrants to the Trust as of the date of this Assignment (or such
other date specified below) as follows:
(a) Legal, Valid and Binding
Obligation . This Assignment constitutes a legal, valid and
binding obligation of the Transferor enforceable against the
Transferor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect affecting the enforcement of creditors’ rights in
general and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in
equity);
(b) Eligibility of Accounts .
As of the Addition Cut-Off Date, each Additional Account designated
hereby was an Eligible Account;
(c) Insolvency . As of each
of the Addition Cut-Off Date and the Addition Date, no Insolvency
Ev
