Exhibit 10.2
ASSIGNMENT NO. 28 OF RECEIVABLES IN
ADDITIONAL ACCOUNTS INCLUDED IN ASSET POOL ONE (this
“Assignment”), dated as of May 8, 2009, by and
between CHASE ISSUANCE TRUST (the “Trust”) and WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as
collateral agent (in such capacity, the “Collateral
Agent”), pursuant to the Asset Pool One Supplement referred
to below, and acknowledged by Chase Bank USA, National Association,
in its capacity as servicer under the Third Amended and Restated
Transfer and Servicing Agreement, dated as of December 19,
2007 (the “Transfer and Servicing Agreement”), among
Chase Bank USA, National Association, as transferor, administrator
and servicer, the Trust and Wells Fargo, as indenture trustee (in
such capacity, the “Indenture Trustee”) and Collateral
Agent (in such capacity, the “Collateral
Agent”).
W I T N E S S E T H:
WHEREAS, the Trust, the Collateral
Agent and the Indenture Trustee are parties to the Second Amended
and Restated Asset Pool One Supplement, dated as of
December 19, 2007 (hereinafter as such agreement may have
been, or may from time to time be, amended, supplemented or
otherwise modified, the “Asset Pool One
Supplement”);
WHEREAS, pursuant to the Asset Pool
One Supplement, the Trust wishes to designate Additional Accounts
to be included as Asset Pool One Accounts and to pledge hereby the
Receivables of such Additional Accounts, whether now existing or
hereafter created, to the Collateral Agent to be included as Asset
Pool One Receivables; and
WHEREAS, the Collateral Agent, on
behalf of and for the benefit and security of the Asset Pool One
Noteholders, the Indenture Trustee, in its individual capacity and
the Collateral Agent, in its individual capacity, is willing to
accept such designation and pledge subject to the terms and
conditions hereof;
NOW, THEREFORE, the Trust and the
Collateral Agent hereby agree as follows:
1. Defined Terms . All
capitalized terms used herein shall have the meanings ascribed to
them in the Asset Pool One Supplement unless otherwise defined
herein.
“ Addition Cut-Off Date
” shall mean, with respect to the Additional Accounts
designated hereby, March 31, 2009.
“ Addition Date ”
shall mean, with respect to the Additional Accounts designated
hereby, May 8, 2009.
“ Notice Date ”
shall mean, with respect to the Additional Accounts designated
hereby, May 1, 2009.
2. Designation of
Additional Accounts . Within five Business Days after the
Addition Date, the Trust shall deliver to the Collateral Agent 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 Asset Pool One
Account, identified by account number and the aggregate amount of
the Receivables in each such Additional Asset Pool One Account as
of the Addition Cut-Off Date, which list shall be marked as
Schedule 1 to this Assignment and shall, as of the Addition Date,
modify and amend and be incorporated into and made a part of this
Assignment and the Asset Pool One Supplement.
3. Pledge of Receivables
.
(a) The Trust hereby grants to the
Collateral Agent, for the benefit and security of the Asset Pool
One Noteholders, the Indenture Trustee, in its individual capacity
and the Collateral Agent, in its individual capacity, a security
interest in all of its right, title and interest, whether owned on
the Addition Cut-Off Date or thereafter acquired, in the
Receivables existing on the Addition Cut-Off Date or thereafter
created in the Additional Asset Pool One 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 Insurance Proceeds relating
thereto to secure the Asset Pool One Notes (and the obligations
under the Indenture and the Asset Pool One Supplement), equally and
ratably without prejudice, priority or distinction between any
Asset Pool One Note by reason of difference in time of issuance or
otherwise, except as otherwise expressly provided in the Indenture,
or in the Indenture Supplement which establishes any Series, Class
or Tranche of Asset Pool One Notes, and to secure (i) the
payment of all amounts due on such Asset Pool One Notes in
accordance with their respective terms, (ii) the payment of
all other sums payable by the Trust under the Indenture, any
Indenture Supplement and the Asset Pool One Supplement relating to
the Asset Pool One Notes and (iii) compliance by the Trust
with the provisions of the Indenture, any Indenture Supplement or
the Asset Pool One Supplement relating to the Asset Pool One Notes.
This Assignment constitutes a security agreement under the
UCC.
(b) If necessary, the Trust agrees
to record and file, at its own expense, financing statements (and
continuation statements when applicable) with respect to the Asset
Pool One Receivables in Additional Asset Pool One 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 Asset Pool One
Receivables to the Collateral Agent, and to deliver a file-stamped
copy of each such financing statement or other evidence of such
filing to the Collateral Agent on or prior to the Addition Date.
The Collateral Agent 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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(c) In connection with such
assignment, the Trust 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 Asset Pool One Accounts and designated hereby
have been pledged to the Collateral Agent pursuant to this
Assignment for the benefit and security of the Asset Pool One
Noteholders, the Indenture Trustee, in its individual capacity and
the Collateral Agent, in its individual capacity.
(d) The parties hereto agree that
all pledges of Receivables to the Collateral Agent 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 pledged,
in whole or in part, by the Trust pursuant to this Assignment shall
be deemed to no longer be the property, assets or rights of the
Trust. The parties hereto acknowledge and agree that each such
assignment is occurring in connection with a “securitization
transaction” within the meaning of the Delaware
Act.
4. Acceptance by Collateral
Agent . The Collateral Agent hereby acknowledges its acceptance
of all right, title and interest in and to the Receivables in the
Additional Asset Pool One Accounts now existing and hereafter
created, pledged to the Collateral Agent pursuant to
Section 3(a) of this Assignment and declares that it shall
maintain such right, title and interest, upon the trust herein set
forth, for the benefit and security of the Asset Pool One
Noteholders, the Indenture Trustee, in its individual capacity and
the Collateral Agent, in its individual capacity.
5. Representations and Warranties
of the Trust . The Trust hereby represents and warrants to the
Collateral Agent, as of the Addition Date (or such other date as is
specified below), that:
(a) Conditions Precedent .
All of the requirements for the addition of Accounts set forth
under subsection 2.12(c) of the Transfer and Servicing
Ag
