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Exhibit
10.1
REASSIGNMENT NO. 11 OF
RECEIVABLES, dated as of February 1, 2008, by and between
CHASE BANK USA, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States of
America (the “ Bank ”), and BNYM (DELAWARE)
(formerly known as The Bank of New York (Delaware)), a banking
corporation organized under the laws of the State of Delaware, as
Trustee (the “ Trustee ”) of the First USA
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, pursuant to the
Third Amended and Restated Pooling and Servicing Agreement, dated
as of December 19, 2007, by and between 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
January 23, 2008 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, on behalf of the Trust, 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, 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,
December 31, 2007.
“ Removal Date
” shall mean, with respect to the Removed Accounts,
February 1, 2008.
“ Removal Notice
Date ” shall mean, with respect to the Removed Accounts
designated hereby, January 23, 2008 (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 is agreed upon between the Transferor and the
Trustee) of each VISA ® and MasterCard ®
account, which as of the Removal Date
shall be deemed to be a 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 . 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, 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 Bank enforceable
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