Common use of Reassignment of Collateral Clause in Contracts

Reassignment of Collateral. In the event any representation or warranty of Chase USA set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding by Chase USA and designated for inclusion in Asset Pool One or the availability of the proceeds thereof to Chase Card Funding and Chase Card Funding shall have been directed to accept reassignment of such Receivables and/or any such Collateral Certificate pursuant to Section 2.06 of the Transfer and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment of such Receivables and/or any such Collateral Certificate, and pursuant to Section 2.06, Chase USA shall be obligated to accept such reassignment on the terms set forth herein; Chase USA shall pay to Chase Card Funding an amount for such reassigned Receivables or Collateral Certificate equal to the unpaid principal amount of such Receivables or Collateral Certificate in accordance with Section 3.02. Upon reassignment of the affected Receivables or any affected Collateral Certificate, Chase Card Funding shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Chase USA, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof. Chase Card Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in Asset Pool One or a particular Collateral Certificate previously transferred to Chase Card Funding by Chase USA and designated for inclusion in Asset Pool One the Trust or the availability of the proceeds thereof to Chase Card Funding the Trust then, any of the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Holders of Notes evidencing more than 66 2⁄3% of the aggregate unpaid principal amount of all Outstanding Notes secured by Asset Pool One, by notice then given to the Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the Collateral Agent, if given by the Noteholders), may direct the Transferor to accept a reassignment of such the Receivables designated for inclusion in Asset Pool One and/or any such Collateral Certificate conveyed to the Trust by the Transferor and designated for inclusion in Asset Pool One, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Collateral Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that the Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to the unpaid principal amount Transferor if, on any day during such applicable period the relevant representation and warranty shall be accurate in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in accordance with this Section 3.022.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or the Collateral Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.. Section 2.07 [Reserved]

Reassignment of Collateral. In the event any representation or warranty of Chase USA a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viiivii) is not accurate true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in an Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding the Trust by Chase USA and designated for inclusion in Asset Pool One such Transferor or the availability of the proceeds thereof to Chase Card Funding the Trust then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Holders of Notes secured by the applicable Asset Pool evidencing more than 66 2/3% of the aggregate unpaid principal amount of all Outstanding Notes secured by the applicable Asset Pool, by notice then given to the applicable Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, if given by the Noteholders), may direct such Transferor to accept a reassignment of the Receivables designated for inclusion in such Receivables Asset Pool and/or any such Collateral Certificate conveyed to the Trust by such Transferor and designated for inclusion in such Asset Pool, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that a Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to such Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The applicable Transferor shall deposit the portion of the Reassignment Amount attributable to the unpaid principal amount applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Noteholders give notice directing the applicable Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of such Receivables Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or any Collateral Certificate in accordance with Section 3.02Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe applicable Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the applicable Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in an Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding the Trust by Chase USA and designated for inclusion in Asset Pool One such Transferor or the availability of the proceeds thereof to Chase Card Funding the Trust then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Holders of Notes secured by the applicable Asset Pool evidencing more than 66_% of the aggregate unpaid principal amount of all Outstanding Notes secured by the applicable Asset Pool, by notice then given to the applicable Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, if given by the Noteholders), may direct such Transferor to accept a reassignment of the Receivables designated for inclusion in such Receivables Asset Pool and/or any such Collateral Certificate conveyed to the Trust by such Transferor and designated for inclusion in such Asset Pool, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that a Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to such Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The applicable Transferor shall deposit the portion of the Reassignment Amount attributable to the unpaid principal amount applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of "Reassignment Amount," as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of "Reassignment Amount," as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Noteholders give notice directing the applicable Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of such Receivables Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or any Collateral Certificate in accordance with Section 3.02Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe applicable Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the applicable Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in Asset Pool One or a particular Collateral Certificate previously transferred to Chase Card Funding by Chase USA and designated for inclusion in Asset Pool One the Trust or the availability of the proceeds thereof to Chase Card Funding the Trust then, any of the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Holders of Notes evidencing more than 662⁄3% of the aggregate unpaid principal amount of all Outstanding Notes secured by Asset Pool One, by notice then given to the Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the Collateral Agent, if given by the Noteholders), may direct the Transferor to accept a reassignment of such the Receivables designated for inclusion in Asset Pool One and/or any such Collateral Certificate conveyed to the Trust by the Transferor and designated for inclusion in Asset Pool One, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Collateral Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within sixty (60) days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that the Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to the unpaid principal amount Transferor if, on any day during such applicable period the relevant representation and warranty shall be accurate in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in accordance with this Section 3.022.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or the Collateral Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Chase USAthe Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viiivii) is not accurate true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in an Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding the Trust by Chase USA and designated for inclusion in Asset Pool One such Transferor or the availability of the proceeds thereof to Chase Card Funding the Trust then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Holders of Notes secured by the applicable Asset Pool evidencing more than 66 2/3% of the aggregate unpaid principal amount of all Outstanding Notes secured by the applicable Asset Pool, by notice then given to the applicable Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, if given by the Noteholders), may direct such Transferor to accept a reassignment of the Receivables designated for inclusion in such Receivables Asset Pool and/or any such Collateral Certificate conveyed to the Trust by such Transferor and designated for inclusion in such Asset Pool, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that a Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to such Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The applicable Transferor shall deposit the portion of the Reassignment Amount attributable to the unpaid principal amount applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of "Reassignment Amount," as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of "Reassignment Amount," as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Noteholders give notice directing the applicable Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of such Receivables Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or any Collateral Certificate in accordance with Section 3.02Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe applicable Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the applicable Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in an Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding the Trust by Chase USA and designated for inclusion in Asset Pool One such Transferor or the availability of the proceeds thereof to Chase Card Funding the Trust then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Holders of Notes secured by the applicable Asset Pool evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes secured by the applicable Asset Pool, by notice then given to the applicable Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, if given by the Noteholders), may direct such Transferor to accept a reassignment of the Receivables designated for inclusion in such Receivables Asset Pool and/or any such Collateral Certificate conveyed to the Trust by such Transferor and designated for inclusion in such Asset Pool, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that a Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to such Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The applicable Transferor shall deposit the portion of the Reassignment Amount attributable to the unpaid principal amount applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Noteholders give notice directing the applicable Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of such Receivables Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or any Collateral Certificate in accordance with Section 3.02Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe applicable Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the applicable Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA the Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in Asset Pool One or a particular Collateral Certificate previously transferred to Chase Card Funding by Chase USA and designated for inclusion in Asset Pool One the Trust or the availability of the proceeds thereof to Chase Card Funding the Trust then, any of the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Holders of Notes evidencing more than 66⅔% of the aggregate unpaid principal amount of all Outstanding Notes secured by Asset Pool One, by notice then given to the Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the Collateral Agent, if given by the Noteholders), may direct the Transferor to accept a reassignment of such the Receivables designated for inclusion in Asset Pool One and/or any such Collateral Certificate conveyed to the Trust by the Transferor and designated for inclusion in Asset Pool One, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Collateral Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions the Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that the Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to the unpaid principal amount Transferor if, on any day during such applicable period the relevant representation and warranty shall be accurate in all material respects as if made on such day. The Transferor shall deposit the portion of the Reassignment Amount attributable to the applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of “Reassignment Amount,” as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of “Reassignment Amount,” as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the Collateral Agent or the Noteholders give notice directing the Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of the Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in accordance with this Section 3.022.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or the Collateral Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viiivii) is not accurate true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in an Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding the Trust by Chase USA and designated for inclusion in Asset Pool One such Transferor or the availability of the proceeds thereof to Chase Card Funding the Trust then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Holders of Notes secured by the applicable Asset Pool evidencing more than 66 2/3% of the aggregate unpaid principal amount of all Outstanding Notes secured by the applicable Asset Pool, by notice then given to the applicable Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, if given by the Noteholders), may direct such Transferor to accept a reassignment of the Receivables designated for inclusion in such Receivables Asset Pool and/or any such Collateral Certificate conveyed to the Trust by such Transferor and designated for inclusion in such Asset Pool, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA PROVIDED, HOWEVER, that a Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and PROVIDED, FURTHER, the affected Receivables and the affected Collateral Certificates will not be reassigned to such Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The applicable Transferor shall deposit the portion of the Reassignment Amount attributable to the unpaid principal amount applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of "Reassignment Amount," as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of "Reassignment Amount," as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note 30 Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Noteholders give notice directing the applicable Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of such Receivables Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or any Collateral Certificate in accordance with Section 3.02Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe applicable Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the applicable Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate true and correct in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in an Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding the Trust by Chase USA and designated for inclusion in Asset Pool One such Transferor or the availability of the proceeds thereof to Chase Card Funding the Trust then, either the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Holders of Notes secured by the applicable Asset Pool evidencing more than 662/3% of the aggregate unpaid principal amount of all Outstanding Notes secured by the applicable Asset Pool, by notice then given to the applicable Transferor, the Administrator and Chase Card Funding shall have been directed the Servicer (and to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, if given by the Noteholders), may direct such Transferor to accept a reassignment of the Receivables designated for inclusion in such Receivables Asset Pool and/or any such Collateral Certificate conveyed to the Trust by such Transferor and designated for inclusion in such Asset Pool, pursuant to Section 2.06 of this Agreement, the Transfer applicable Receivables Purchase Agreement, if any, the applicable Series Supplement, the applicable Account Assignment or the applicable Certificate Assignment, if such breach and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment any material adverse effect caused by such breach is not cured within 60 days of such Receivables and/or any notice (or within such Collateral Certificatelonger period as may be specified in such notice), and pursuant to Section 2.06, Chase USA upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth hereinbelow; Chase USA provided, however, that a Transferor shall pay only be required to Chase Card Funding an amount for such reassigned accept reassignment of Receivables or Collateral Certificate equal Certificates transferred under an agreement with respect to which the relevant representation and warranty was deemed to be breached; and provided, further, the affected Receivables and the affected Collateral Certificates will not be reassigned to such Transferor if, on any day during such applicable period the relevant representation and warranty shall be true and correct in all material respects as if made on such day. The applicable Transferor shall deposit the portion of the Reassignment Amount attributable to the unpaid principal amount applicable Notes in the Collection Account to be treated (i) in connection with amounts determined under clause (a) of the definition of "Reassignment Amount," as Principal Collections for each Series of Notes and (ii) in connection with the amounts determined under clause (b) of the definition of "Reassignment Amount," as Finance Charge Collections for each Series of Notes, in either case, in immediately available funds not later than 1:00 p.m., New York City time, on the First Note Transfer Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment. If the Owner Trustee, the Indenture Trustee, the applicable Collateral Agent or the Noteholders give notice directing the applicable Transferor to accept a reassignment of any Receivables or any Collateral Certificate as provided above, the obligation of such Receivables Transferor to accept such reassignment pursuant to this Section 2.06 and to make the deposit required to be made to the Collection Account for each Series of Notes as provided in this Section 2.06 shall constitute the sole remedy respecting an event of the type specified above in this Section 2.06 available to the Noteholders (or the Indenture Trustee or any Collateral Certificate in accordance with Section 3.02Agent on behalf of the Noteholders). Upon reassignment of the affected Receivables or and any affected Collateral CertificateCertificate on the First Note Transfer Date following the Monthly Period in which such obligation arises, Chase Card Funding the Trust shall automatically and without further action be deemed to transfer, assign, set set-over and otherwise convey to Chase USAthe applicable Transferor, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding the Trust in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivablesthe Trust with respect thereto, and all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections, thereto and all proceeds of the Receivables and Insurance Proceeds relating thereto allocated to the Receivables (including, without limitation, “proceeds” as defined and any costs or expenses incurred by the Indenture Trustee in connection with such reassignment shall be reimbursed by the UCC) thereofServicer). Chase Card Funding The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA the applicable Transferor to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.

Reassignment of Collateral. In the event any representation or warranty of Chase USA JPMCB set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (ii), (iii) or (viii) is not accurate in any material respect and such breach has a material adverse effect on the Receivables designated for inclusion in Asset Pool One or a particular Collateral Certificate transferred to Chase Card Funding by Chase USA JPMCB and designated for inclusion in Asset Pool One or the availability of the proceeds thereof to Chase Card Funding and Chase Card Funding shall have been directed to accept reassignment of such Receivables and/or any such Collateral Certificate pursuant to Section 2.06 of the Transfer and Servicing Agreement then, Chase Card Funding shall direct Chase USA to accept a reassignment of such Receivables and/or any such Collateral Certificate, and pursuant to Section 2.06, Chase USA JPMCB shall be obligated to accept such reassignment on the terms set forth herein; Chase USA JPMCB shall pay to Chase Card Funding an amount for such reassigned Receivables or Collateral Certificate equal to the unpaid principal amount of such Receivables or Collateral Certificate in accordance with Section 3.02. Upon reassignment of the affected Receivables or any affected Collateral Certificate, Chase Card Funding shall automatically and without further action be deemed to transfer, assign, set over and otherwise convey to Chase USAJPMCB, without recourse, representation or warranty, all the right, title and interest of Chase Card Funding in and to the affected Receivables and the affected Collateral Certificates, all Interchange and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof. Chase Card Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Chase USA JPMCB to effect the conveyance of such Receivables or Collateral Certificate and other property pursuant to this Section.