Exhibit 10.1
REASSIGNMENT NO. 7 OF RECEIVABLES
(this “Reassignment”), dated as of August 16, 2005, by
and between CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as
Chase Manhattan Bank USA, National Association and successor to
Bank One, Delaware, National Association), a national banking
association organized under the laws of the United States of
America (the “Bank”), and THE BANK OF NEW YORK
(DELAWARE), a banking corporation organized under the laws of the
State of Delaware (the “Trustee”), pursuant to the
Pooling and Servicing Agreement referred to below.
W I T N E S
S E T H :
WHEREAS, pursuant to the Amended and
Restated Pooling and Servicing Agreement, dated as of March 28,
2002, among 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”), and as indicated in
the notice dated August 2, 2005 from the Bank to the Trustee (the
“Notice”), the Bank wishes to remove all Receivables
from certain designated Accounts of the Bank specified on
Schedule 1 hereto (the “Removed Accounts”) and
to cause the Trustee to reconvey hereby 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), as more fully described herein;
and
WHEREAS, the Trustee 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 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, June 30,
2005.
“ Removal Date ”
shall mean, with respect to the Removed Accounts designated hereby,
August 16, 2005.
“ Removal Notice Date
” shall mean, with respect to the Removed Accounts designated
hereby, August 2, 2005 (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 computer file or
microfiche list containing a true and complete list of each
VISA ® and MasterCard ® account which as of the Removal Date shall be
deemed to be a Removed Account, such accounts being identified by
account number and by the aggregate amount of Receivables in such
accounts as of the close of business on the Removal Notice Date.
The Removed Accounts shall be identified on Schedule 1 to
this Reassignment and shall be incorporated into and made a part of
this Reassignment as of the Removal Date.
3. Conveyance of Receivables
. The Trustee 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 identified on Schedule 1 hereto, all
monies due or to become due with respect thereto (including all
Finance Charge Receivables) and all proceeds (as defined in the UCC
as in effect in the applicable jurisdiction) of such
Receivables.
4. Representations and Warranties
of the Bank . The Bank hereby represents and warrants to the
Trustee on behalf of the Trust as of the Removal Date:
(a) Legal, Valid and Binding
Obligation . This Reassignment constitutes a legal, valid and
binding obligation of the B
