Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related thereto. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor 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 Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related thereto. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor 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 Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections connection with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor does hereby selltransfer, transfer assign, set over and assign otherwise convey to the Trust Trust, without recourse except as provided in the Transfer Agreement, all of its right, title and interest, whether now owned on or hereafter acquired, in, to and under the Receivables existing at the Addition Cut Off Date or and thereafter acquired, of the Transferor created and arising in the Receivables existing on the Aggregate Addition Cut Off Date or thereafter created in the Additional Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), all Interchange and Recoveries related theretoallocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds related thereto(collectively, the “Additional Trust Assets”). This Section 3(a) The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, Noteholders or any Supplemental Credit Enhancer or any Derivative Counterparty Enhancement Providers of any obligation of the Servicer, the Transferor or any other Person in connection with the Accounts, the Receivables Additional Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard systems or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to shall record and file, at its own expense, any financing statements (and continuation amendments with respect to such financing statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut Off Date and thereafter created Trust Assets 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 transfer, assignment, set-over or other conveyance of its interest in such Receivables Additional Trust Assets to the Trust, Trust and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trust and the Indenture Trustee on or prior to as soon as practicable after the Addition Date. The Owner Neither the Trust nor the Indenture Trustee shall be under no any obligation whatsoever to file such financing statements or continuation amendments to statements or to make any filing under the UCC in connection with such sale and transfer, assignment, set-over or other conveyance. (dc) In connection with such transfers, the The Transferor further agreesshall, at its own expense, on or prior to the date of this AssignmentAddition Date, to indicate in the appropriate computer files that all Receivables created in connection with the Additional Aggregate Addition Accounts and designated hereby the related Additional Trust Assets have been conveyed to the Trust pursuant to the Transfer Agreement and this Assignment by including in the securitization field of such computer files the code “[ ]” [or “[ ],” as applicable,] for the benefit of the Noteholderseach such Aggregate Addition Account. (ed) It is the intention of the parties hereto that all transfers of Receivables The Transferor does hereby grant to the Trust pursuant and the Indenture Trustee a security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to this Assignment be subject to, and be treated in accordance with, under 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 ActAdditional Trust Assets. 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 This Assignment 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 connections with constitute a “securitization transaction” within the meaning of the Delaware Actsecurity agreement under applicable law.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related thereto. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor 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 Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor further agrees, at its own expense, on or prior to the date of this Assignment, to indicate indicate, or cause to be indicated, in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor Chase USA does hereby sell, transfer and assign to the Trust Chase Card Funding all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor Chase USA in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section subsection 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty Chase Card Funding of any obligation of the Transferor Chase USA or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor Chase USA hereby grants to the Trust Chase Card Funding a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor Chase USA in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, thereto and 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor Chase USA agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the TrustChase Card Funding, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee Chase Card Funding on or prior to the Addition Date. The Owner Trustee Chase Card Funding shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. 2 VISA® and MasterCard® are registered trademarks of VISA U.S.A., Inc., and of MasterCard International Inc., respectively. (d) In connection with such transfers, the Transferor Chase USA 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 Accounts and designated hereby have been conveyed to the Trust Chase Card Funding pursuant to this Assignment for the benefit of the NoteholdersAssignment. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust Chase Card Funding pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor Chase USA pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the TransferorChase USA. The parties hereto acknowledge and agree that each such transfer is occurring in connections connection with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor Chase USA does hereby sell, transfer and assign to the Trust Chase Card Funding all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor Chase USA in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section subsection 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty Chase Card Funding of any obligation of the Transferor Chase USA or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor Chase USA hereby grants to the Trust Chase Card Funding a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor Chase USA in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, thereto and 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor Chase USA agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the TrustChase Card Funding, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee Chase Card Funding on or prior to the Addition Date. The Owner Trustee Chase Card Funding shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. (d) In connection with such transfers, the Transferor Chase USA 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 Accounts and designated hereby have been conveyed to the Trust Chase Card Funding pursuant to this Assignment for the benefit of the NoteholdersAssignment. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust Chase Card Funding pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor Chase USA pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the TransferorChase USA. The parties hereto acknowledge and agree that each such transfer is occurring in connections connection with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The By execution of this Agreement, Transferor does hereby selltransfer, transfer assign, set over and assign otherwise convey to the Trust Issuer, without recourse except as provided herein, all its right, title and interestinterest in, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in to and under (i) the Receivables existing at the opening of business on the Addition Initial Cut Off Date or Date, and thereafter created in from time to time until the Additional Accountstermination of the Issuer, all Interchange Collections and Recoveries related theretoallocable to Issuer as provided herein and the right to any Enhancement with respect to any Series, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and (ii) without limiting the generality of the foregoing or the following, all of Transferor’s right, title and interest in and under the Receivables Purchase Agreement, including the right to receive from the RPA Seller payments made by any Merchant under any Account Processing Agreement on account of amounts received by such Merchant in payment of Receivables (“In-Store Payments”) and all proceeds of such rights. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account) and the rights of Issuer under this Agreement and the Trust Agreement shall constitute the assets of Issuer (the “proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds related theretoTrust Assets”). This Section 3(a) The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Indenture Trustee or any Derivative Counterparty Noteholder of any obligation of the any Account Originator, Servicer, Transferor or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants merchants, clearance systems, VISA, MasterCard systems or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to (i) authorize, record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts and other Trust Assets conveyed by Transferor existing on the Addition Cut Off Effective 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 the perfection and priority of, the sale transfer and assignment of its interest in such Receivables the Trust Assets to the TrustIssuer, and (ii) to deliver a file-file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this Section 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Owner Trustee of a file-stamped copy) to the Owner Trustee on or prior to the Effective Date, in the case of such Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Supplemental Accounts and any related Automatic Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale transfer and assignment. (dc) In connection with such transfers, the Transferor further agrees, at its own expense, (i) on or prior to (x) the date Effective Date, in the case of this Assignmentthe Initial Accounts (y) the applicable Addition Date, in the case of Supplemental Accounts and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Additional Accounts and designated hereby owned by the Originator have been conveyed to the Trust Issuer pursuant to this Assignment Agreement (or conveyed to Transferor or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including in such computer files the code identifying each such Account (or, in the case of Removed Accounts, either including such a code identifying the Removed Accounts only if the removal occurs prior to the Automatic Addition Termination Date or an Automatic Addition Suspension Date, or subsequent to a Restart Date, or deleting such code thereafter) and (ii) on or prior to the date referred to in clauses (i), (x), (y) or (z), as applicable, to deliver to Issuer an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date relating to the Monthly Period during which their respective Addition Dates occur), specifying for the benefit each such Account, as of the NoteholdersInitial Cut Off Date, in the case of clause (i)(x), as of the Automatic Addition Termination Date, the Automatic Addition Suspension Date or Restart Date, in the case of clause (i)(y), the applicable Addition Cut Off Date, in the case of Supplemental Accounts and the Removal Date, in the case of Removed Accounts, its Account Number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such Account Schedule, as supplemented from time to time to reflect Additional Accounts and Removed Accounts shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the code referenced in clause (i) of this subsection (c) has been included with respect to any Account, Transferor further agrees not to alter such code during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, (y) a Restart Date has occurred on which Transferor starts including Automatic Additional Accounts as Accounts or (z) Transferor shall have delivered to Issuer at least 30 days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Issuer in the Receivables and the other Trust Assets to continue to be perfected with the priority required by this Agreement. (ed) It If the arrangements with respect to the Receivables hereunder shall constitute a loan and not a purchase and sale of such Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and Transferor hereby grants to Issuer, a first priority perfected security interest in all transfers of Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and the other Trust Assets. (e) On or prior to each Determination Date, Transferor shall cause the Seller to notify Servicer of the Account Interchange Amount to be included as Collections of Finance Charge Receivables allocable to the Trust pursuant Accounts with respect to this Assignment be subject to, and be treated in accordance withthe related Monthly Period. On each Transfer Date, the Delaware Act Transferor shall pay Servicer, or cause RPA Seller to pay to Servicer, the Account Interchange Amount and each Servicer shall treat the Account Interchange Amount as Collections of Finance Charge Receivables and deposit the Account Interchange Amount into the Collection Account to the extent required by Section 5.1(l) 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 Receivables Purchase Agreement and treat such amount as Collections 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 Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware ActFinance Charge Receivables.

Conveyance of Receivables. (a) The By execution of this Agreement, each of SJRC and, in the case of Additional Accounts, SJRC or, if applicable, any Additional Transferor does hereby selltransfer, transfer assign, set over and assign otherwise convey to the Trust Trust, without recourse except as provided herein, all its right, title and interestinterest in, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and on each Addition Cut Off Date or thereafter created Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, any Participation Interests and any property conveyed to the Trust pursuant to any Participation Interest Supplement, all Interchange and Recoveries related theretoallocable to the Trust as provided herein, 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 applicable UCC) thereof thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all Insurance Proceeds related theretoof its right, title and interest in and under the Receivables Purchase Agreements. This Section 3(a) The property described in the two preceding sentences, together with all monies and other property credited to the Collection Account, the Series Accounts and the Special Funding Account (including any sub-accounts of such account), the rights of the Trust under this Agreement and the Trust Agreement, the property conveyed to the Trust under any Participation Interest Supplement and the right to receive Recoveries attributed to cardholder charges for merchandise and services in the Accounts shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Trustee or any Derivative Counterparty Noteholder of any obligation of a Seller or other Account Owner or the Transferor Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard systems or insurers. (b) . The Transferor hereby grants Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance of the Receivables to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and interest accrued with respect theretoTrust. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Each Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts and other Trust Assets conveyed by such Transferor now existing on the Addition Cut Off Date and thereafter hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale transfer and assignment of its interest in such Receivables to the Trust, and to deliver a file-file stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to as soon as practicable after the first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale transfer and assignment. (d) In connection with such transfers, the . Each Transferor further agrees, at its own expense, on or prior to (x) the date first Closing Date, in the case of this Assignmentthe Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts with respect to such Transferor, if any, and (z) the applicable Removal Date, in the case of Removed Accounts with respect to such Transferor, (a) to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Additional Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment Agreement (or conveyed to each such Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) and (b) to deliver to the Indenture Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for the benefit each such Account, as of the Noteholders. (e) It Initial Cut-Off Date, in the case of the Initial Accounts, the applicable Addition Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Each such file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees not to alter the code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. If the arrangements with respect to the Receivables hereunder shall constitute a loan and not a purchase and sale of such Receivables, it is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject toAgreement shall constitute a security agreement under applicable law, and be treated in accordance with, the Delaware Act and that 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment shall be deemed to no longer be have granted to the Trust a first priority perfected security interest in all of such Transferor’s right, title and interest, whether owned on the Initial Cut-Off Date or thereafter acquired, in, to and under the Receivables and the other Trust Assets conveyed by such Transferor, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, assets deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. To the extent that any Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, and letter-of-credit rights consisting of, arising from or related to the Trust Assets, and all proceeds thereof (collectively, the “Indenture Collateral”), to secure the performance of all of its obligations hereunder, under the Indenture and under the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights that it has under the Indenture and the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the Transferor. The parties hereto acknowledge and agree that each such transfer is occurring in connections with a “securitization transaction” within the meaning of the Delaware ActUCC.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related thereto. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor 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 Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor Bank does hereby sell, transfer and assign to the Trust Chase Card Funding all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor Bank in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section subsection 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty Chase Card Funding of any obligation of the Transferor Bank or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISAVisa®, MasterCard Mastercard® or insurers. (b) The Transferor Bank hereby grants to the Trust Chase Card Funding a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor Bank in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, thereto and 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor Bank agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the TrustChase Card Funding, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee Chase Card Funding on or prior to the Addition Date. The Owner Trustee Chase Card Funding shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. (d) In connection with such transfers, the Transferor Bank 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 Accounts and designated hereby have been conveyed to the Trust Chase Card Funding pursuant to this Assignment for the benefit of the NoteholdersAssignment. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust Chase Card Funding pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor Bank pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the TransferorBank. The parties hereto acknowledge and agree that each such transfer is occurring in connections connection with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the Trust, and to deliver a file-stamped 1 VISA® and MasterCard® are registered trademarks of VISA U.S.A., Inc., and of MasterCard International Inc., respectively. copy of each such financing statement or other evidence of such filing to the Owner Trustee Administrator on or prior to the Addition Date. The Owner Trustee Administrator 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. (d) In connection with such transfers, the Transferor further agrees, at its own expense, on or prior to the date of this Assignment, to indicate indicate, or cause to be indicated, in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor does hereby sellTFIC previously sold, transfer transferred, assigned, set over and assign otherwise conveyed to TRC III on the Trust Initial Closing Date, in the case of the Initial Accounts and each other Account designated under the Prior Purchase Agreement as an Additional Account since the Initial Closing Date, all of its right, title and interestinterest in, whether owned on to and under the Addition Cut Receivables (including all interest thereon accruing after the Initial Cut-Off Date or thereafter acquiredthe related Addition Date, whether paid or payable) that arose under each Account and all Collateral Security with respect thereto owned by TFIC at the close of business on the Initial Cut-Off Date, in the case of the Transferor Initial Accounts, or the related Addition Date, in the Receivables existing case of each other Account designated under the Prior Purchase Agreement as an Additional Account since the Initial Closing Date, and all monies due or to become due thereon and all amounts received with respect thereto (including Collections), together with any Recoveries in respect thereof and all proceeds of any of the foregoing. TFC does hereby transfer, assign, sell, set over and otherwise convey, without recourse (except as expressly provided herein), to TRC III on the Addition Cut Off Date or thereafter created date hereof in the case of all Accounts designated under the Prior Purchase Agreement as of the date hereof, and on the applicable Addition Date, in the case of Additional Accounts, all Interchange of its right, title and interest in, to and under the Receivables (including all interest thereon accruing after the applicable cut-off date therefor or Addition Date, as applicable, whether paid or payable) that arise under each Account and all Collateral Security with respect thereto owned by TFC at the close of business on the date hereof, in the case of all Accounts designated as of the date hereof, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due thereon and all amounts received with respect thereto (including Collections), together with any Recoveries related theretoin respect thereof and all proceeds of any of the foregoing. For purposes of this Agreement, proceeds shall include “proceeds” as defined in Section 9-102(64) of the UCC as in effect in TFC’s jurisdiction of organization. Subject to Article VI, prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 5.17 of the Indenture or any Series Supplement and (y) the Trust Termination Date, as of each Business Day on which Receivables are created or deemed to be created in the Accounts (a “Transfer Date”), TFC does hereby transfer, assign, sell, set over and otherwise convey, without recourse (except as expressly provided herein) to TRC III, all of its right, title and interest in, to and under the Receivables that arise under each Account (other than any Receivables created or deemed to be created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by TFC at the close of business on such Transfer Date and not theretofore conveyed to TRC III, all monies due or to become due and all amounts received or receivable with respect thereto (including Collections), together with any Recoveries in respect thereof, and all proceeds of all of the foregoing. TFC does hereby transfer, assign, sell, set over and otherwise convey, without recourse (including “proceeds” except as defined in expressly provided herein) to TRC III, all of its rights, remedies, powers and privileges with respect to the applicable UCC) thereof Receivables under each Receivables Transfer Agreement and all Insurance Proceeds related theretoproceeds thereof. This Section 3(a) does The assets conveyed or to be conveyed pursuant to this Agreement are referred to herein as the “Conveyed Assets”. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sale, transfers, assignments, set-overs and conveyances do not constitute constitute, and is are not intended to result in in, the creation or an assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty TRC III of any obligation of the Transferor Servicer, TFC or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligorsany Dealers. TFIC hereby transfers and assigns, merchant banksand TFC hereby accepts and assumes, merchants clearance systemsall of TFIC’s rights and obligations under the Prior Purchase Agreement, VISAincluding by that certain note dated as of March 30, MasterCard 2001, as heretofore amended or insurers. modified, made by TRC III in favor of TFIC attached hereto as Exhibit C (bthe “TRC III Subordinated Note”) in an initial principal amount equal to $166,545,418.85. The Transferor hereby grants purchase price for the Conveyed Assets sold by TFC to TRC III on each Addition Date and on each Transfer Date on and after the date hereof shall be payable in arrears on each Payment Date for Receivables sold during the prior Collection Period at a price agreed to by TRC III and TFC at the time of acquisition by TRC III, which price shall not, in the opinion of TRC III, be materially less favorable to TRC III than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. If and to the Trust a security interest in all of its right, title and interest, whether owned on extent that TRC III shall not have funds available to pay TFC the Addition Cut Off Date or thereafter acquired, of the Transferor in purchase price for the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional Accountstransferred, 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount portion of the Notes issued purchase price for such Receivables for which TRC III shall not have the funds shall be deemed to be a capital contribution from TFC to TRC III in such amount. Nothing in this Agreement or any other Basic Document shall prohibit or otherwise restrict TFC from making one or more capital contributions to TRC III in cash. It is the express intent of the parties hereto that other than for federal, state and local income or franchise tax purposes, the sales, transfers and assignments of the Conveyed Assets on the Initial Closing Date and each Addition Date and Transfer Date shall constitute an absolute sale or contribution of the Conveyed Assets such that the Conveyed Assets shall be removed from the bankruptcy estate of TFC pursuant to 11 U.S.C. Section 541, as in effect on the Indenture date hereof and the applicable Indenture Supplement as and interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on extent that the Addition Cut Off Date and thereafter created meeting same may be amended by the requirements Bankruptcy Reform Act 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement 1999 or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee shall similar legislation that may 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. (d) In connection with such transfers, the Transferor further agrees, at its own expense, on or prior introduced subsequent to the date of this AssignmentAgreement. If any of the sales, contributions, assignments and transfers of the Conveyed Assets to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Trust TRC III pursuant to this Assignment Agreement, other than for federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or absolute transfer or is held or deemed to be a pledge of security for a loan, TFC intends that the benefit of the Noteholders. (e) It is the intention rights and obligations of the parties hereto that all transfers of Receivables shall be established pursuant to the Trust pursuant to terms of this Assignment be subject to, Agreement and 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 transferredthat, in whole or in partsuch event, by the Transferor pursuant with respect to this Assignment such property and proceeds thereof (including all Conveyed Receivables and related property), TFC shall be deemed to no longer be have granted to TRC III as of the date hereof and each Addition Date and Transfer Date, a security interest in the entire right, title and interest of TFC in and to such property and the proceeds thereof. In such event, with respect to such property, assets or rights of this Agreement shall constitute, and hereby is deemed by the Transferor. The parties hereto acknowledge and agree that each such transfer is occurring in connections with to be, a “securitization transaction” within the meaning of the Delaware Actsecurity agreement under applicable law.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor 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 Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.stamped

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust Issuing Entity all right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related thereto. This Section subsection 3(a) does not constitute and is not intended to result in the creation or assumption by the TrustIssuing Entity, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. (b) The Transferor hereby grants to the Trust Issuing Entity a security interest in all of its right, title and interest, whether owned on the Addition Cut Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional 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 Receivables to the TrustIssuing Entity, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee on or prior to the Addition Date. The Owner Trustee 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. (d) In connection with such transfers, the Transferor 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 Accounts and designated hereby have been conveyed to the Trust Issuing Entity pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the parties hereto that all transfers of Receivables to the Trust Issuing Entity pursuant to this Assignment be subject to, and 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor JPMCB does hereby sell, transfer and assign to the Trust Chase Card Funding all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor JPMCB in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section subsection 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer or any Derivative Counterparty Chase Card Funding of any obligation of the Transferor JPMCB or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA®, MasterCard MasterCard® or insurers. (b) The Transferor JPMCB hereby grants to the Trust Chase Card Funding a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor JPMCB in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, thereto and 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor JPMCB agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the TrustChase Card Funding, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee Chase Card Funding on or prior to the Addition Date. The Owner Trustee Chase Card Funding shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. (d) In connection with such transfers, the Transferor JPMCB further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files 2 VISA® and MasterCard® are registered trademarks of VISA U.S.A., Inc., and of MasterCard International Inc., respectively. that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Trust Chase Card Funding pursuant to this Assignment for the benefit of the NoteholdersAssignment. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust Chase Card Funding pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor JPMCB pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the TransferorJPMCB. The parties hereto acknowledge and agree that each such transfer is occurring in connections connection with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. (a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, 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 applicable UCC) thereof and all Insurance Proceeds related theretothereof. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancer Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISAVisa®, MasterCard Mastercard® or insurers. (b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut Cut-Off Date or thereafter acquired, of the Transferor in and to the Receivables existing on the Addition Cut Cut-Off Date or thereafter created in the Additional 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 all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture Indenture, the Asset Pool One Supplement and the applicable Indenture Supplement and accrued and unpaid interest accrued with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables in Additional Accounts existing on the Addition Cut 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 Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee Administrator on or prior to the Addition Date. The Owner Trustee Administrator 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. 1 Visa® and Mastercard® are registered trademarks of Visa Inc., and of Mastercard International Incorporated, respectively. (d) In connection with such transfers, the Transferor further agrees, at its own expense, on or prior to the date of this Assignment, to indicate indicate, or cause to be indicated, in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (e) It is the intention of the The parties hereto agree that all transfers of Receivables to the Trust pursuant to this Assignment be 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 transferred, in whole or in part, by the Transferor pursuant to this Assignment 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 connections with a “securitization transaction” within the meaning of the Delaware Act.