Exhibit 10.2
ASSIGNMENT NO. 33 OF RECEIVABLES IN
ADDITIONAL ACCOUNTS INCLUDED IN ASSET POOL ONE (this
“Assignment”), dated as of October 15, 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”), as
amended by the First Amendment to the Third Amended and Restated
Transfer and Servicing Agreement, dated as of May 8,
2009.
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, September 30, 2009.
“ Addition Date ”
shall mean, with respect to the Additional Accounts designated
hereby, October 15, 2009.
“ Notice Date ”
shall mean, with respect to the Additional Accounts designated
hereby, October 8, 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 Ass