Common use of Conveyance of Collateral Clause in Contracts

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to time, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Initial Account Reassignments, the Original Transferor accepted reassignment of all right, title and interest of the Trust in, to and under the Receivables existing on the respective dates of the applicable Initial Account Reassignments and thereafter created from time to time in the Initial Removed Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received in the Receivables with respect thereto and all proceeds (as defined in the UCC) thereof. By execution of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and pursuant to the terms thereof.

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each applicable Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to timetime prior to the Closing Date, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. . (ii) By execution of the Initial Account ReassignmentsTransfer and Servicing Agreement, the Original Transferor accepted reassignment of all right, title and interest of the Trust in, to have thereby amended and under restated the Prior Transfer and Servicing Agreements and the Initial Account Assignments such that the Receivables existing on in the respective dates of the applicable Initial Account Reassignments and thereafter Accounts that were previously designated thereby that are created from time to time in on or after the Initial Removed AccountsClosing Date, all Interchange and Recoveries related theretopreviously allocable to the Trust as provided therein, all monies due or to become due and all amounts received in the Receivables or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. thereof shall be hereafter sold, transferred, assigned, set over and otherwise conveyed by Chase USA to Chase Card Funding pursuant to this Agreement. (b) (i) By execution of the Assignment and Assumption Agreement, on the Closing Date Chase USA assigned to Chase Card Funding has assumed and Chase Card Funding accepted (x) the Transferor Interest, (y) the Beneficial Interest and (z) the Retained Classes of Notes (collectively, the “Initial Transferred Assets”); and Chase Card Funding agreed to perform all become the successor transferor and to assume from Chase USA the covenants and obligations of the Original Transferor’s covenants Transferor and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder under the Prior Transfer and pursuant Servicing Agreements. (ii) By execution of this Agreement, Chase USA does hereby sell, transfer, assign, set over and otherwise convey to Chase Card Funding , without recourse except as provided herein, (x) with respect to the terms Closing Date Accounts, all right, title and interest in, to and under the Receivables arising on and after the Closing Date, and (y) on and after each applicable Addition Date hereafter (A) all right, title and interest, in, to and under each Additional Collateral Certificate and (B) all right, title and interest in, to and under the Receivables in each Additional Account designated hereafter created from time to time until the termination of Chase Card Funding, as well as for each of (x) and (y) above, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof; in addition Chase USA does hereby sell, transfer, assign, set over and otherwise convey to Chase Card Funding all Interchange and Recoveries allocable to Chase Card Funding as provided herein (the assets contained in clause (i) and this clause (ii), collectively, the “Chase Card Funding Assets”).

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each applicable Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to timetime prior to the Closing Date, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. . (ii) By execution of the Initial Account ReassignmentsTransfer and Servicing Agreement, the Original Transferor accepted reassignment of all right, title and interest of the Trust in, to have thereby amended and under restated the Prior Transfer and Servicing Agreements and the Initial Account Assignments such that the Receivables existing on in the respective dates of the applicable Initial Account Reassignments and thereafter Accounts that were previously designated thereby that are created from time to time in on or after the Initial Removed AccountsClosing Date, all Interchange and Recoveries related theretopreviously allocable to the Trust as provided therein, all monies due or to become due and all amounts received in the Receivables or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. thereof shall be hereafter sold, transferred, assigned, set over and otherwise conveyed by Chase USA to Chase Card Funding pursuant to this Agreement. (b) (i) By execution of the Assignment and Assumption Agreement, on the Closing Date Chase USA assigned to Chase Card Funding has assumed and Chase Card Funding accepted (x) the Transferor Interest, (y) the Beneficial Interest and (z) the Retained Classes of Notes (collectively, the “Initial Transferred Assets”); and Chase Card Funding agreed to perform all become the successor transferor and to assume from Chase USA the covenants and obligations of the Original Transferor’s covenants Transferor and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder under the Prior Transfer and pursuant Servicing Agreements. (ii) By execution of this Agreement, Chase USA does hereby sell, transfer, assign, set over and otherwise convey to Chase Card Funding, without recourse except as provided herein, (x) with respect to the terms Closing Date Accounts, all right, title and interest in, to and under the Receivables arising on and after the Closing Date, and (y) on and after each applicable Addition Date hereafter (A) all right, title and interest, in, to and under each Additional Collateral Certificate and (B) all right, title and interest in, to and under the Receivables in each Additional Account designated hereafter created from time to time until the termination of Chase Card Funding, as well as for each of (x) and (y) above, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof; in addition Chase USA does hereby sell, transfer, assign, set over and otherwise convey to Chase Card Funding all Interchange and Recoveries allocable to Chase Card Funding as provided herein (the assets contained in clause (i) and this clause (ii), collectively, the “Chase Card Funding Assets”).

Conveyance of Collateral. (a) (i) By execution of the Prior Original Transfer and Servicing Agreements Agreement, the Transferor transferred, assigned, set-over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under the FUSA Collateral Certificate. By execution of each Initial Account AssignmentsAssignment, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each Addition Date prior to the Amendment Closing Date, under the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Cut Off Date and thereafter created from time to timetime until the termination of the Trust, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “"proceeds” " as defined in the UCC) thereofthereof and all Insurance Proceeds relating thereto. By execution of the Initial Account Reassignmentsthis Agreement, the Original Transferor accepted reassignment of does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all its right, title and interest of the Trust in, to and under the Chase Collateral Certificate and, on and after each applicable Addition Date, each Additional Collateral Certificate and all Receivables existing arising in each Additional Account designated on such Addition Date, together with all monies and other property credited to the respective dates Bank Accounts established pursuant to each Asset Pool Supplement and Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under any Asset Pool Supplement and any Series Supplement (the "Trust Assets"). Each Transferor shall be under no obligation whatsoever to file any financing or continuation statements or to make any other filing under the UCC in connection with the transfer and assignment of a Collateral Certificate. Each Transferor further agrees, at its own expense, on or prior to (x) the Amendment Closing Date, in the case of the Initial Collateral Certificates and Initial Accounts and (y) the applicable Initial Addition Date, in the case of Additional Collateral Certificates and Additional Accounts with respect to such Transferor: (a) to indicate in the appropriate official records or computer files that such Collateral Certificates or Receivables created in connection with such Accounts have been designated for inclusion in a particular Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to the applicable Collateral Agent, as designee of the Issuer, one or more computer files containing a true and complete list of all such Accounts specifying for each such Account, the applicable Addition Date for such Accounts. In addition, such computer file or list shall, in connection with each Additional Account, include its account number, the aggregate Receivables outstanding in such Additional Account Reassignments and thereafter created state to which Asset Pool such Additional Account belongs. Each such official record, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such computer file or list, as supplemented, from time to time, to reflect Initial Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. It is the intention of the parties hereto that all such transfers be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute, and each such transfer is occurring in connection with, a "securitization transaction" within the meaning of the Delaware Act. The parties hereto intend that each transfer of Receivables, the Initial Collateral Certificates and any Additional Collateral Certificates pursuant to this Agreement constitute a sale, and not a secured borrowing for accounting purposes. If and to the extent that, notwithstanding such intent, any Transferor retains any interest in the Initial Removed AccountsCollateral Certificates, Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefor such Transferor hereby grants to the Trust a first priority perfected security interest in all Interchange of such Transferor's right, title and Recoveries related theretointerest, all monies due or in, to become due and under the Initial Collateral Certificates, any Additional Collateral Certificates, the Receivables and the other Trust Assets conveyed by such Transferor, and all amounts received in money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit-rights and advices of credit consisting of, arising from or related to the Receivables with respect thereto Trust Assets, and all proceeds (as defined thereof, to secure a loan in an amount equal to the UCC) thereof. By execution unpaid principal amount of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and Notes issued pursuant to the terms thereofIndenture and the applicable Indenture Supplement and interest accrued with respect thereto.

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each applicable Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to timetime prior to the Closing Date, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. . (i) By execution of the Assignment and Assumption Agreement, on the Closing Date Chase USA assigned to Chase Card Funding and Chase Card Funding accepted (x) the Transferor Interest, (y) the Beneficial Interest and (z) the Retained Classes of Notes (collectively, the “Initial Account Reassignments, Transferred Assets”); and Chase Card Funding agreed to become the successor transferor and to assume from Chase USA the covenants and obligations of the Original Transferor accepted reassignment and all rights granted to the Original Transferor under the Prior Transfer and Servicing Agreements. (ii) By execution of this Agreement, Chase USA does hereby sell, transfer, assign, set over and otherwise convey to Chase Card Funding , without recourse except as provided herein, (x) with respect to the Closing Date Accounts, all right, title and interest of the Trust in, to and under the Receivables existing arising on and after the respective dates of Closing Date, and (y) on and after each applicable Addition Date hereafter (A) all right, title and interest, in, to and under each Additional Collateral Certificate and (B) all right, title and interest in, to and under the applicable Initial Receivables in each Additional Account Reassignments and thereafter designated hereafter created from time to time in until the Initial Removed Accounts, all Interchange and Recoveries related theretotermination of Chase Card Funding, all monies due or to become due and all amounts received in the Receivables or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Assignment ; in addition Chase USA does hereby sell, transfer, assign, set over and Assumption Agreement, otherwise convey to Chase Card Funding has assumed all Interchange and agreed Recoveries allocable to perform Chase Card Funding as provided herein (the assets contained in clause (i) and this clause (ii), collectively, the “Chase Card Funding Assets”). (c) Receivables arising on and after the Closing Date in the Accounts and the related other Chase Card Funding Assets shall be sold by Chase USA and purchased by Chase Card Funding on the date such Receivables arise. Each Additional Collateral Certificate and all of Receivables arising in each Additional Account designated on each applicable Addition Date, and the related other Chase Card Funding Assets, shall be sold by Chase USA and purchased by Chase Card Funding on the related Addition Date. (d) (i) Chase USA, as the Original Transferor’s covenants and obligations under , has, at its own expense, in the case of the Closing Date Accounts (A) prior to the date hereof, indicated in the appropriate official records or computer files (I) that the Receivables created in connection with the Initial Accounts have been conveyed to the Trust pursuant to the Prior Transfer and Servicing Agreements and the Initial Account Assignments, Assignments and has accepted all rights granted to (II) that the Original Transferor thereunder and Receivables created in connection with the Initial Removed Accounts have been removed from the Trust pursuant to the terms thereofPrior Transfer and Servicing Agreement and the Initial Account Reassignments and (B) on or promptly following the date hereof, delivered to Chase Card Funding, or maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all the Closing Date Accounts. The list that reflects the Closing Date Accounts includes, for each Closing Date Account, its account reference number and the aggregate Receivables outstanding in such Account as of the close of business on the day prior to the Closing Date and has been marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement.

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements TSAs and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to time, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Initial Account Reassignments, the Original Transferor accepted reassignment of all right, title and interest of the Trust in, to and under the Receivables existing on the respective dates of the applicable Initial Account Reassignments and thereafter created from time to time in the Initial Removed Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received in the Receivables with respect thereto and all proceeds (as defined in the UCC) thereof. By execution of the Assignment and Assumption AgreementAgreement (CCF), Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements TSAs and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and pursuant to the terms thereof.

Conveyance of Collateral. (a) (i) By execution of the Prior Original Transfer and Servicing Agreements and the Initial Account AssignmentsAgreement, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and underunder the First USA Collateral Certificate. By execution of each Initial Account Assignment, on the Transferor transferred, assigned, set over and after each Addition Date prior otherwise conveyed to the Amendment Closing DateTrust, without recourse except as provided therein, all its right, title and interest in, to and under the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to timetime until the termination of the Trust, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereofthereof and all Insurance Proceeds relating thereto. By execution of the Initial Account ReassignmentsAmended and Restated Transfer and Servicing Agreement, the Original Transferor accepted reassignment of transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest of the Trust in, to and under the Receivables existing on Chase Collateral Certificate and, by execution of amendments thereto and this Agreement, the respective dates Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, as of the date hereof and on and after each applicable Addition Date, each Additional Collateral Certificate and all Receivables arising in each Additional Account designated on such Addition Date, together with all monies and other property credited to the Bank Accounts established pursuant to each Asset Pool Supplement and Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under any Asset Pool Supplement and any Series Supplement (the “Trust Assets”). Each Transferor shall be under no obligation whatsoever to file any financing or continuation statements or to make any other filing under the UCC in connection with the transfer and assignment of a Collateral Certificate. Each Transferor further agrees, at its own expense, on or prior to (x) the Amendment Closing Date, in the case of the Initial Collateral Certificates and Initial Accounts and (y) the applicable Addition Date, in the case of Additional Collateral Certificates and Additional Accounts with respect to such Transferor: (a) to indicate in the appropriate official records or computer files that such Collateral Certificates or Receivables created in connection with such Accounts have been designated for inclusion in a particular Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to the applicable Collateral Agent, as designee of the Issuing Entity, 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 applicable Collateral Agent) of all such Accounts, specifying for each such Account Reassignments the applicable Addition Date for such Account. In addition, such list shall, in connection with each Additional Account, include its account number, the aggregate Receivables outstanding in such Additional Account and thereafter created state to which Asset Pool such Additional Account belongs. Each such official record, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such list, as supplemented, from time to time, to reflect Initial Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. The parties hereto agree that all such transfers are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute, and each such transfer is occurring in connection with, a “securitization transaction” within the meaning of the Delaware Act. The parties hereto intend that each transfer of Receivables, the Initial Collateral Certificates and any Additional Collateral Certificates pursuant to this Agreement constitute a sale, and not a secured borrowing for accounting purposes. If and to the extent that, notwithstanding such intent, any Transferor retains any interest in the Initial Removed AccountsCollateral Certificates, Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefor such Transferor hereby grants to the Trust a first priority perfected security interest in all Interchange of such Transferor’s right, title and Recoveries related theretointerest, all monies due or in, to become due and under the Initial Collateral Certificates, any Additional Collateral Certificates, the Receivables and the other Trust Assets conveyed by such Transferor, and all amounts received money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit-rights and advices of credit consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure a loan in an amount equal to the Receivables unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and accrued and unpaid interest with respect thereto and all proceeds (as defined in the UCC) thereof. By execution of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and pursuant to the terms thereof“Secured Obligations”).

Conveyance of Collateral. (a) (i) By execution of this Agreement, ------------------------ the Prior Transfer and Servicing Agreements and the Initial Account AssignmentsTransferor does hereby transfer, the Original Transferor soldassign, transferred, assigned, set set-over and otherwise conveyed convey to the Trust, without recourse except as provided thereinherein, all its right, title and interest in, to and under, under the Initial Collateral Certificate. The property of the Trust shall initially consist of the Initial Collateral Certificate and on and after each applicable Addition Date Date, each Additional Collateral Certificate and all Receivables arising in each Additional Account, together with all monies and other property credited to the Bank Accounts established pursuant to each Asset Pool Supplement and Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under any Asset Pool Supplement and any Series Supplement (the "Trust Assets"). ------------ Each Transferor shall be under no obligation whatsoever to file any financing or continuation statements or to make any other filing under the UCC in connection with the transfer and assignment of a Collateral Certificate. Each Transferor further agrees, at its own expense, on or prior to (x) the Amendment Closing Initial Issuance Date, the Receivables in the case of the Initial Accounts designated thereby existing at the open of business on Collateral Certificate and (y) the applicable Addition Cut-Off Date, in the case of Additional Collateral Certificates and Additional Accounts with respect to such Transferor, (a) to indicate in the appropriate official records or computer files that Collateral Certificates or Receivables created in connection with such Additional Accounts have been designated for inclusion in a particular Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to the applicable Collateral Agent, as designee of the Issuer, one or more computer files containing a true and complete list of all such Additional Accounts specifying for each such Additional Account, the applicable Addition Date for such Additional Accounts. In addition, such computer file or list shall, in connection with each Additional Account, include its account number, the aggregate Receivables outstanding in such Additional Account and thereafter created state to which Asset Pool such Additional Account belongs. Each such official record, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such computer file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. It is the intention of the parties hereto that all Interchange such transfers be subject to, and Recoveries allocable be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute, and each such transfer is occurring in connection with, a "securitization transaction" within the meaning of the Delaware Act. To the extent that any Transferor retains any interest in the Initial Collateral Certificate, Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefor such Transferor hereby grants to the Trust as provided therein, a first priority perfected security interest in all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Initial Account Reassignments, the Original Transferor accepted reassignment of all such Transferor's right, title and interest of the Trust interest, in, to and under the Initial Collateral Certificate, any Additional Collateral Certificates, the Receivables existing on and the respective dates of the applicable Initial Account Reassignments and thereafter created from time to time in the Initial Removed Accountsother Trust Assets conveyed by such Transferor, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received in money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit-rights and advices of credit consisting of, arising from or related to the Receivables with respect thereto Trust Assets, and all proceeds (as defined thereof, to secure a loan in an amount equal to the UCC) thereof. By execution unpaid principal amount of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and Notes issued pursuant to the terms thereofIndenture and the applicable Indenture Supplement and interest accrued with respect thereto.

Conveyance of Collateral. (a) (i) By execution of the Prior Original Transfer and Servicing Agreements Agreement, the Transferor transferred, assigned, set-over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under the FUSA Collateral Certificate. By execution of each Initial Account AssignmentsAssignment, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each Addition Date prior to the Amendment Closing Date, under the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Cut Off Date and thereafter created from time to timetime until the termination of the Trust, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereofthereof and all Insurance Proceeds relating thereto. By execution of the Initial Account Reassignmentsthis Agreement, the Original Transferor accepted reassignment of does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all its right, title and interest of the Trust in, to and under the Chase Collateral Certificate and, on and after each applicable Addition Date, each Additional Collateral Certificate and all Receivables existing arising in each Additional Account designated on such Addition Date, together with all monies and other property credited to the respective dates Bank Accounts established pursuant to each Asset Pool Supplement and Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under any Asset Pool Supplement and any Series Supplement (the “Trust Assets”). Each Transferor shall be under no obligation whatsoever to file any financing or continuation statements or to make any other filing under the UCC in connection with the transfer and assignment of a Collateral Certificate. Each Transferor further agrees, at its own expense, on or prior to (x) the Amendment Closing Date, in the case of the Initial Collateral Certificates and Initial Accounts and (y) the applicable Initial Addition Date, in the case of Additional Collateral Certificates and Additional Accounts with respect to such Transferor: (a) to indicate in the appropriate official records or computer files that such Collateral Certificates or Receivables created in connection with such Accounts have been designated for inclusion in a particular Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to the applicable Collateral Agent, as designee of the Issuing Entity, one or more computer files containing a true and complete list of all such Accounts specifying for each such Account, the applicable Addition Date for such Accounts. In addition, such computer file or list shall, in connection with each Additional Account, include its account number, the aggregate Receivables outstanding in such Additional Account Reassignments and thereafter created state to which Asset Pool such Additional Account belongs. Each such official record, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such computer file or list, as supplemented, from time to time, to reflect Initial Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. It is the intention of the parties hereto that all such transfers be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute, and each such transfer is occurring in connection with, a “securitization transaction” within the meaning of the Delaware Act. The parties hereto intend that each transfer of Receivables, the Initial Collateral Certificates and any Additional Collateral Certificates pursuant to this Agreement constitute a sale, and not a secured borrowing for accounting purposes. If and to the extent that, notwithstanding such intent, any Transferor retains any interest in the Initial Removed AccountsCollateral Certificates, Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefor such Transferor hereby grants to the Trust a first priority perfected security interest in all Interchange of such Transferor’s right, title and Recoveries related theretointerest, all monies due or in, to become due and under the Initial Collateral Certificates, any Additional Collateral Certificates, the Receivables and the other Trust Assets conveyed by such Transferor, and all amounts received in money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit-rights and advices of credit consisting of, arising from or related to the Receivables with respect thereto Trust Assets, and all proceeds (as defined thereof, to secure a loan in an amount equal to the UCC) thereof. By execution unpaid principal amount of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and Notes issued pursuant to the terms thereofIndenture and the applicable Indenture Supplement and interest accrued with respect thereto.

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the Trust, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to time, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Initial Account Reassignments, the Original Transferor accepted reassignment of all right, title and interest of the Trust in, to and under the Receivables existing on the respective dates of the applicable Initial Account Reassignments and thereafter created from time to time in the Initial Removed Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received in the Receivables with respect thereto and all proceeds (as defined in the UCC) thereof. By execution of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and pursuant to the terms thereof. (b) By execution of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, (i) with respect to the Amendment Closing Date Accounts, all right, title and interest in, to and under the Receivables arising on and after the Amendment Closing Date, and (ii) on and after each applicable Addition Date hereafter, (A) all right, title and interest in, to and under each Additional Collateral Certificate and (B) all right, title and interest in, to and under the Receivables in each Additional Account designated hereafter created from time to time until the termination of the Trust, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof; in addition, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Trust all Interchange and Recoveries allocable to the Trust as provided herein, together with all monies and other property credited to the Bank Accounts established pursuant to the Asset Pool One Supplement and the Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under the Asset Pool One Supplement and any Series Supplement. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee. (c) The Original Transferor has previously, at its own expense, prior to the Amendment Closing Date, (i) indicated in the appropriate official records or computer files that the Receivables created in connection with the Accounts have been designated for inclusion in Asset Pool One in the Trust pursuant to the Prior Transfer and Servicing Agreements and the Initial Account Assignments and (ii) delivered to the Collateral Agent, as designee of the Issuing Entity, accurate lists (each in the form of a computer file, microfiche list, CD-ROM or such other form as agreed upon between the Original Transferor and the Collateral Agent) of all such Accounts which lists comprised Schedule 2 to the Third Amended and Restated Transfer and Servicing Agreement and shall constitute Schedule 2 to this Agreement on the Amendment Closing Date. Each such list, in connection with each Account, included its account reference number and the aggregate Receivables outstanding in such Account as of the applicable Cut-Off Date. (d) The Transferor agrees, at its own expense, on and after each applicable Addition Date hereafter, in the case of Additional Collateral Certificates and Additional Accounts: (i) to indicate, or cause to be indicated, in the appropriate official records or computer files that such Collateral Certificates or Receivables created in connection with such Accounts have been designated for inclusion in Asset Pool One in the Trust pursuant to this Agreement and (ii) to deliver, or cause to be delivered, to the Collateral Agent, as designee of the Issuing Entity, an accurate list, based on the computer records of, or kept on behalf of, the Transferor (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 all such Accounts. Such list shall, in connection with each Additional Account, include its account reference number, and the aggregate Receivables outstanding in such Additional Account, as of the applicable Cut-Off Date. Each such official record, as described in clause (i) above, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be deemed to amend and restate Schedule 1 to this Agreement, and each such list, as described in clause (ii) above, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be deemed to amend and restate Schedule 2 to this Agreement and shall be incorporated into and made a part of this Agreement. (e) The parties hereto agree that all such transfers are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute, and each such transfer is occurring in connection with, a “securitization transaction” within the meaning of the Delaware Act. (f) The parties hereto intend that each transfer of Receivables and any Additional Collateral Certificates pursuant to this Agreement constitute a sale, and not a secured borrowing for accounting purposes. If and to the extent that, notwithstanding such intent, the Transferor retains any interest in the Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefore the Transferor hereby grants to the Trust a first priority perfected security interest in all of the Transferor’s right, title and interest, in, to and under any Additional Collateral Certificates, the Receivables and the other Trust Assets conveyed by the Transferor, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit-rights and advices of credit consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest with respect thereto (the “Secured Obligations”).

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignmentsthis Agreement, the Original Transferor solddoes hereby transfer, transferredassign, assigned, set set-over and otherwise conveyed convey to the Trust, without recourse except as provided thereinherein, all its right, title and interest in, to and under, under the Initial Collateral Certificate. The property of the Trust shall initially consist of the Initial Collateral Certificate and on and after each applicable Addition Date Date, each Additional Collateral Certificate and all Receivables arising in each Additional Account, together with all monies and other property credited to the Bank Accounts established pursuant to each Asset Pool Supplement and Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under any Asset Pool Supplement and any Series Supplement (the "TRUST ASSETS"). Each Transferor shall be under no obligation whatsoever to file any financing or continuation statements or to make any other filing under the UCC in connection with the transfer and assignment of a Collateral Certificate. Each Transferor further agrees, at its own expense, on or prior to (x) the Amendment Closing Initial Issuance Date, the Receivables in the case of the Initial Accounts designated thereby existing at the open of business on Collateral Certificate and (y) the applicable Addition Cut-Off Date, in the case of Additional Collateral Certificates and Additional Accounts with respect to such Transferor, (a) to indicate in the appropriate official records or computer files that Collateral Certificates or Receivables created in connection with the Accounts have been designated for inclusion in a particular Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to the applicable Collateral Agent, as designee of the Issuer, one or more computer files containing a true and complete list of all such Additional Accounts specifying for each such Additional Account, the applicable Addition Date for such Additional Accounts. In addition, such computer file or list shall, in connection with each Additional Account, include its account number, the aggregate Receivables outstanding in such Additional Account and thereafter created state to which Asset Pool such Additional Account belongs. Each such official record, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such computer file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. It is the intention of the parties hereto that all Interchange such transfers be subject to, and Recoveries allocable be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that each such transfer is occurring in connection with a "securitization transaction" within the meaning of the Delaware Act. To the extent that any Transferor retains any interest in the Initial Collateral Certificate, Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefor such Transferor hereby grants to the Trust as provided therein, a first priority perfected security interest in all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Initial Account Reassignments, the Original Transferor accepted reassignment of all such Transferor's right, title and interest of the Trust interest, in, to and under the Initial Collateral Certificate, any Additional Collateral Certificates, the Receivables existing on and the respective dates of the applicable Initial Account Reassignments and thereafter created from time to time in the Initial Removed Accountsother Trust Assets conveyed by such Transferor, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received in money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit,letter-of-credit-rights and advices of credit consisting of, arising from or related to the Receivables with respect thereto Trust Assets, and all proceeds (as defined thereof, to secure a loan in an amount equal to the UCC) thereof. By execution unpaid principal amount of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and Notes issued pursuant to the terms thereofIndenture and the applicable Indenture Supplement and interest accrued with respect thereto.

Conveyance of Collateral. (a) (i) By Prior to the Original Closing Date, by execution of the Prior Transfer and Servicing Agreements TSAs and the Initial Account Assignments, the Original Transferor sold, transferred, assigned, set over and otherwise conveyed to the TrustIssuing Entity, without recourse except as provided therein, all its right, title and interest in, to and under, on and after each applicable Addition Date prior to the Amendment Closing Date, the Receivables in the Initial Accounts designated thereby existing at the open of business on the applicable Addition Cut-Off Date and thereafter created from time to timetime prior to the Original Closing Date, all Interchange and Recoveries allocable to the Trust Issuing Entity as provided therein, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of . (ii) On the Original Closing Date, the Original Transferor, Chase Card Funding, as Transferor, the Issuing Entity and Xxxxx Fargo, as indenture trustee and collateral agent, entered into the Fourth A&R TSA which amended and restated the Prior TSAs and the Initial Account Reassignments, the Original Transferor accepted reassignment of all right, title and interest of the Trust in, to and under Assignments such that the Receivables existing on in the respective dates of the applicable Initial Account Reassignments and thereafter Accounts that were previously designated thereby that were created from time to time in on or after the Initial Removed AccountsOriginal Closing Date, all Interchange and Recoveries related theretopreviously allocable to the Issuing Entity as provided therein, all monies due or to become due and all amounts received in the Receivables or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof were sold, transferred, assigned, set over and otherwise conveyed by Xxxxx USA to Chase Card Funding pursuant to the Original Agreement (i) On the Original Closing Date, by execution of the Assignment and Assumption Agreement (CCF), Chase USA assigned to Chase Card Funding and Chase Card Funding accepted (x) the Transferor Interest, (y) the Beneficial Interest and (z) the Retained Classes of Notes (collectively, the “Initial Transferred Assets”); and Chase Card Funding agreed to become the successor transferor and to assume from Chase USA the covenants and obligations of the Original Transferor and all rights granted to the Original Transferor under the Prior TSAs. (ii) On the Original Closing Date, by execution of the Original Agreement, Chase USA sold, transferred, assigned, set over and otherwise conveyed to Chase Card Funding, without recourse except as provided herein, (x) with respect to the Original Closing Date Accounts, all right, title and interest in, to and under the Receivables arising on and after the Original Closing Date, and (y) on and after each applicable Addition Date hereafter (A) all right, title and interest, in, to and under each Additional Collateral Certificate and (B) all right, title and interest in, to and under the Receivables in each Additional Account designated hereafter created from time to time until the termination of Chase Card Funding, as well as for each of (x) and (y) above, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Assignment ; in addition Chase USA sold, transferred, assigned, set over and Assumption Agreement, otherwise conveyed to Chase Card Funding has assumed all Interchange and agreed Recoveries allocable to perform Chase Card Funding as provided therein (the assets contained in clause (i) and this clause (ii), collectively, the “Chase Card Funding Assets”); provided that, subsequent to the Merger, JPMCB succeeded to the rights and obligations of Chase USA under the Original Agreement. (c) Receivables arising on and after the Closing Date in the Accounts and the related other Chase Card Funding Assets shall be sold by JPMCB and purchased by Chase Card Funding on the date such Receivables arise. Each Additional Collateral Certificate and all Receivables arising in each Additional Account designated on each applicable Addition Date, and the related other Chase Card Funding Assets, shall be sold by JPMCB and purchased by Chase Card Funding on the related Addition Date. (i) Chase USA, as the Original Transferor, had, at its own expense, in the case of the Original Transferor’s covenants and obligations under Closing Date Accounts (A) prior to the Original Closing Date, indicated in the appropriate official records or computer files (I) that the Receivables created in connection with the Initial Accounts had been conveyed to the Issuing Entity pursuant to the Prior Transfer and Servicing Agreements TSAs and the Initial Account AssignmentsAssignments and (II) that the Receivables created in connection with the Initial Removed Accounts had removed from the Issuing Entity pursuant to the Prior TSAs and the Initial Account Reassignments and (B) on or promptly following the Original Closing Date, had delivered to Chase Card Funding, or maintained on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file or such other form as was agreed upon between Chase USA and has accepted Chase Card Funding) of all rights granted the Closing Date Accounts. The list that reflects the Original Closing Date Accounts included, for each Original Closing Date Account, its account reference number and the aggregate Receivables outstanding in such Account as of the close of business on the day prior to the Original Transferor thereunder Closing Date and had been marked as Schedule 2 to the Original Agreement and is hereby incorporated into and made a part of this Agreement. (ii) Prior to the Closing Date, Chase USA had (and subsequent to the Merger, JPMCB has), at its own expense, on and after each applicable Addition Date subsequent to the Original Closing Date, in the case of Additional Collateral Certificates and Additional Accounts: (A) indicated in the appropriate official records or computer files that such Collateral Certificates or Receivables created in connection with such Accounts have been conveyed to Chase Card Funding pursuant to this Agreement and (B) delivered to Chase Card Funding, or maintained on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the terms computer records of Chase USA (and subsequent to the Merger, JPMCB) (in the form of a computer file or such other form as agreed upon between Chase USA (and subsequent to the Merger, JPMCB) and Chase Card Funding) of all such Accounts. Such list has, in connection with each Additional Account, included its account reference number and the aggregate Receivables outstanding in such Additional Account as of the applicable Cut-Off Date. Each such official record, as described in clause (A) above, as supplemented from time to time to reflect Additional Collateral Certificates and removed Collateral Certificates has been marked as Schedule 1 to the Original Agreement, and each such list, as described in clause (B) above, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, had been marked as Schedule 2 to the Original Agreement and is hereby incorporated into and made a part of this Agreement. (iii) As of the Closing Date, JPMCB agrees, at its own expense, on and after each applicable Addition Date hereafter, in the case of Additional Collateral Certificates and Additional Accounts: (A) to indicate in the appropriate official records or computer files that such Collateral Certificates or Receivables created in connection with such Accounts have been conveyed to Chase Card Funding pursuant to this Agreement and (B) to deliver to Chase Card Funding, or maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file or such other form as is agreed upon between Chase USA and Chase Card Funding) of all such Accounts. Such list shall, in connection with each Additional Account, include its account reference number and the aggregate Receivables outstanding in such Additional Account as of the applicable Cut-Off Date. Each such official record, as described in clause (A) above, as supplemented from time to time to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such list, as described in clause (B) above, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. (e) The parties hereto agree that all transfers of Chase Card Funding Assets are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by JPMCB pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of JPMCB. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute a part of, and each such transfer is occurring in connection with, a “securitization transaction” within the meaning of the Delaware Act. (f) The parties hereto intend that each transfer of Receivables and any Additional Collateral Certificates pursuant to this Agreement constitute a sale, and not a secured borrowing for accounting purposes. If and to the extent that, notwithstanding such intent, JPMCB retains any interest in the Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefore JPMCB hereby grants to Chase Card Funding a first priority perfected security interest in all of JPMCB’s right, title and interest, in, to and under any Additional Collateral Certificates, the Receivables and the other Chase Card Funding Assets conveyed by JPMCB pursuant to this Agreement, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit-rights and advices of credit consisting of, arising from or related to the Chase Card Funding Assets, and all proceeds thereof, to secure the obligations of JPMCB hereunder (the “Secured Obligations”).

Conveyance of Collateral. (a) (i) By execution of the Prior Transfer and Servicing Agreements and the Initial Account Assignmentsthis Agreement, the Original Transferor solddoes hereby transfer, transferredassign, assigned, set set-over and otherwise conveyed convey to the Trust, without recourse except as provided thereinherein, all its right, title and interest in, to and under, under the Initial Collateral Certificate. The property of the Trust shall initially consist of the Initial Collateral Certificate and on and after each applicable Addition Date Date, each Additional Collateral Certificate and all Receivables arising in each Additional Account, together with all monies and other property credited to the Bank Accounts established pursuant to each Asset Pool Supplement and Indenture Supplement, the rights of the Trust under this Agreement and the Trust Agreement and the property conveyed to the Trust under any Asset Pool Supplement and any Series Supplement (the "Trust Assets"). Each Transferor shall be under no obligation whatsoever to file any financing or continuation statements or to make any other filing under the UCC in connection with the transfer and assignment of a Collateral Certificate. Each Transferor further agrees, at its own expense, on or prior to (x) the Amendment Closing Initial Issuance Date, the Receivables in the case of the Initial Accounts designated thereby existing at the open of business on Collateral Certificate and (y) the applicable Addition Cut-Off Date, in the case of Additional Collateral Certificates and Additional Accounts with respect to such Transferor, (a) to indicate in the appropriate official records or computer files that Collateral Certificates or Receivables created in connection with such Additional Accounts have been designated for inclusion in a particular Asset Pool in the Trust pursuant to this Agreement and (b) to deliver to the applicable Collateral Agent, as designee of the Issuer, one or more computer files containing a true and complete list of all such Additional Accounts specifying for each such Additional Account, the applicable Addition Date for such Additional Accounts. In addition, such computer file or list shall, in connection with each Additional Account, include its account number, the aggregate Receivables outstanding in such Additional Account and thereafter created state to which Asset Pool such Additional Account belongs. Each such official record, as supplemented, from time to time, to reflect Additional Collateral Certificates and removed Collateral Certificates shall be marked as Schedule 1 to this Agreement, and each such computer file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. It is the intention of the parties hereto that all Interchange such transfers be subject to, and Recoveries allocable be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Agreement 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 transferred, in whole or in part, by the Transferor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that the transactions contemplated hereby shall constitute, and each such transfer is occurring in connection with, a "securitization transaction" within the meaning of the Delaware Act. To the extent that any Transferor retains any interest in the Initial Collateral Certificate, Additional Collateral Certificates or the Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and therefor such Transferor hereby grants to the Trust as provided therein, a first priority perfected security interest in all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. By execution of the Initial Account Reassignments, the Original Transferor accepted reassignment of all such Transferor's right, title and interest of the Trust interest, in, to and under the Initial Collateral Certificate, any Additional Collateral Certificates, the Receivables existing on and the respective dates of the applicable Initial Account Reassignments and thereafter created from time to time in the Initial Removed Accountsother Trust Assets conveyed by such Transferor, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received in money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of- credit-rights and advices of credit consisting of, arising from or related to the Receivables with respect thereto Trust Assets, and all proceeds (as defined thereof, to secure a loan in an amount equal to the UCC) thereof. By execution unpaid principal amount of the Assignment and Assumption Agreement, Chase Card Funding has assumed and agreed to perform all of the Original Transferor’s covenants and obligations under the Prior Transfer and Servicing Agreements and the Initial Account Assignments, and has accepted all rights granted to the Original Transferor thereunder and Notes issued pursuant to the terms thereofIndenture and the applicable Indenture Supplement and interest accrued with respect thereto.