Common use of Deposit of Certificate and Initial Deposit Clause in Contracts

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 10,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 8,928,570 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 11,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 7,500,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 14,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 10,714,290 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 12,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 8,500,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 9,659,100 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 5,952,380 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 20,000,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 7,250,000 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating relating.2 thereto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 8,928,570 on the Closing Date. This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.

Deposit of Certificate and Initial Deposit. (a) In consideration of the Issuer's delivery of the Notes to and upon the order of the Depositor, the Depositor does hereby transfer, assign, set-set- over, pledge and otherwise convey to the Issuer, without recourse (subject to the Depositor's obligations herein), all right, title, and interest of the Depositor in, to and under (i) the Series Certificate, and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating theretoto), distributed or distributable in respect of the Series Certificate pursuant to the terms of the Series Supplement and the Pooling and Servicing Agreement after the Closing Date and (ii) the initial deposit to the Owner Trust Spread Account in the amount of $15,000,000 on the Closing Date$ . This Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC, and the conveyance by the Depositor provided for in this Agreement shall be deemed to be and hereby is a grant by the Depositor to the Issuer of a security interest in and to all of the Depositor's right, title and interest, whether now owned or hereafter acquired, in, to and under all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, arising from, or relating to the Series Certificate and the proceeds thereof, to secure the rights of the Issuer under this Agreement and the obligations of the Depositor hereunder. The Depositor and the Issuer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that the security interest in the Series Certificate created hereunder will be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intention of the Depositor and the Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Series Certificate, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer and (b) the Series Certificate not be part of the Depositor's estate in the event of an insolvency of the Depositor. In the event that such conveyance is deemed to be a pledge to secure a loan, the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Series Certificate, and in all proceeds of the foregoing, to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. It is the intention of the parties hereto that the transfer of Series Certificates to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the "Asset Backed Securities Facilitation Act," Title 6, Chapter 27A of the Delaware Code (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 Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA.