Exhibit 10.1
REASSIGNMENT OF
RECEIVABLES
REASSIGNMENT NO. 3 OF RECEIVABLES,
dated as of August 16, 2005, by and between Chase Bank USA,
National Association, a banking corporation 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 (the “Trustee”) 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 are parties to the 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, and the
Fourth Amendment thereto, dated as of October 15, 2004 (as amended,
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 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 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
MasterCard and VISA 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 Date. Such list
shall be marked as Schedule 1 to this Reassignment and shall be
incorporated into and made a part of this Reassignment as of the
Removal Date.
1
3. Conveyance of Receivables
.
(a) The Bank 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
