Common use of Report on Assessment of Compliance and Attestation; Annual Certification; Notice of Repurchase Requests Clause in Contracts

Report on Assessment of Compliance and Attestation; Annual Certification; Notice of Repurchase Requests. (a) On or before March 1 of each calendar year, commencing in 2007, the Indenture Trustee shall: (i) deliver to the Transferor and Chase USA a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Transferor and Chase USA and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit D, as may be amended from time to time by the parties hereto; provided, that the requirement of Section 9.01 that each Note Rating Agency confirms in writing that an amendment will not cause a Ratings Effect shall not apply to such an amendment of Exhibit D; (ii) deliver to the Transferor and Chase USA a report of a registered public accounting firm reasonably acceptable to the Transferor and Chase USA that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act; and (iii) deliver to the Transferor, Chase USA and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit C, or such other form as may mutually be agreed upon. (b) The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) Within thirty (30) days of receipt, Chase USA shall provide a copy of all reports prepared and delivered pursuant to this Section 13.04 to each Note Rating Agency. (d) Upon receipt of any Repurchase Request, the Indenture Trustee shall provide prompt written notice thereof to the Transferor and Chase USA. (e) Not later than the (5th) Business Day of each month (or, if such day is not a Business Day, the immediately following Business Day) in which the Notes are subject to continuing obligations for filing of reports on Form 10-D, the Indenture Trustee shall provide to the Transferor and Chase USA a certificate in substantially the form of Exhibit F with respect to any Repurchase Requests received by the Indenture Trustee during the immediately preceding calendar month requesting that any receivable be repurchased.

Report on Assessment of Compliance and Attestation; Annual Certification; Notice of Repurchase Requests. (a) On or before March 1 of each calendar year, commencing in 2007, the Indenture Trustee shall: (i) deliver to the Transferor and Chase USA JPMCB a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Transferor and Chase USA JPMCB and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit D, as may be amended from time to time by the parties hereto; provided, that the requirement of Section 9.01 that each Note Rating Agency confirms in writing that an amendment will not cause a Ratings Effect shall not apply to such an amendment of Exhibit D; (ii) deliver to the Transferor and Chase USA JPMCB a report of a registered public accounting firm reasonably acceptable to the Transferor and Chase USA JPMCB that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act; and (iii) deliver to the Transferor, Chase USA JPMCB and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit C, or such other form as may mutually be agreed upon. (b) The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) Within thirty (30) days of receipt, Chase USA JPMCB shall provide a copy of all reports prepared and delivered pursuant to this Section 13.04 to each Note Rating Agency. (d) Upon receipt of any Repurchase Request, the Indenture Trustee shall provide prompt written notice thereof to the Transferor and Chase USAJPMCB. (e) Not later than the fifth (5th) Business Day of each month (or, if such day is not a Business Day, the immediately following Business Day) in which the Notes are subject to continuing obligations for filing of reports on Form 10-D, the Indenture Trustee shall provide to the Transferor and Chase USA JPMCB a certificate in substantially the form of Exhibit F with respect to any Repurchase Requests received by the Indenture Trustee during the immediately preceding calendar month requesting that any receivable be repurchased.

Report on Assessment of Compliance and Attestation; Annual Certification; Notice of Repurchase Requests. (a) On or before March 1 of each calendar year, commencing in 2007, the Indenture Trustee shall: (i) deliver to the Transferor and Chase USA a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Transferor and Chase USA and signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Exhibit D, as may be amended from time to time by the parties hereto; provided, that the requirement of Section 9.01 that each Note Rating Agency confirms in writing that an amendment will not cause a Ratings Effect shall not apply to such an amendment of Exhibit D; (ii) deliver to the Transferor and Chase USA a report of a registered public accounting firm reasonably acceptable to the Transferor and Chase USA that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act; and (iii) deliver to the Transferor, Chase USA and any other Person that will be responsible for signing the Sarbanes Certification on behalf of the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit C, or such other form as may mutually be agreed upon. (b) The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) Within thirty (30) days of receipt, Chase USA shall provide a copy of all reports prepared and delivered pursuant to this Section 13.04 to each Note Rating Agency. (d) Upon receipt of any Repurchase Request, the Indenture Trustee shall provide prompt written notice thereof to the Transferor and Chase USA. (e) . Not later than the (5th) Business Day day of each month calendar quarter (or, if such day is not a Business Day, the immediately following Business Day) in which the Notes are subject to continuing obligations for filing of reports on Form 10-D), the Indenture Trustee shall provide to the Transferor and Chase USA a certificate notice in substantially the form of Exhibit F with respect to any Repurchase Requests received by the Indenture Trustee during the immediately preceding calendar month quarter requesting that any receivable be repurchased.