Exhibit 10.1
REASSIGNMENT OF
RECEIVABLES
REASSIGNMENT NO. 9 OF RECEIVABLES,
dated as of June 3, 2009, 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 Mellon, 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, April 30, 2009.
“ Removal Date ”
shall mean, with respect to the Removed Accounts designated hereby,
June 3, 2009.
“ Removal Notice Date
” shall mean, with respect to the Removed Accounts designated
hereby, May 28, 2009 (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 which, as of the
Removal Date, shall be deemed to be a
1
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
