Reassignment No. 18 of Receivables in Removed Asset Pool One Accounts, dated as of October 30, 2019, by and between Chase Issuance Trust and Wells Fargo Bank, National Association
REASSIGNMENT NO. 18 OF RECEIVABLES
IN REMOVED ASSET POOL ONE ACCOUNTS
REASSIGNMENT NO. 18 OF RECEIVABLES INCLUDED IN ASSET POOL ONE (this Reassignment), dated as of October 30, 2019, by and between the CHASE ISSUANCE TRUST (the Issuing Entity or the Trust) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the Collateral Agent), pursuant to the Asset Pool One Supplement referred to below.
W I T N E S S E T H:
WHEREAS, the Trust and the Collateral Agent are parties to the Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the Asset Pool One Supplement);
WHEREAS, pursuant to the Asset Pool One Supplement, the Trust wishes to remove from Asset Pool One all Asset Pool One Receivables in certain designated Asset Pool One Accounts identified on Schedule 1 to this Reassignment (the Removed Asset Pool One Accounts) and to cause the Collateral Agent to reassign the Asset Pool One Receivables of such Removed Asset Pool One Accounts, whether now existing or hereafter created, from the Collateral Agent to the Trust; and
WHEREAS, the Collateral Agent is willing to accept such designation and to reassign the Asset Pool One Receivables in the Removed Asset Pool One Accounts subject to the terms and conditions hereof;
NOW, THEREFORE, the Trust and the Collateral Agent hereby agree as follows:
Defined Terms. All terms defined in the Asset Pool One Supplement and used herein shall have such defined meanings when used herein, unless otherwise defined herein.
Removal Cut-Off Date shall mean, with respect to the Removed Asset Pool One Accounts designated hereby, September 30, 2019.
Removal Date shall mean, with respect to the Removed Asset Pool One Accounts designated hereby, October 30, 2019.
Removal Notice Date shall mean, with respect to the Removed Asset Pool One Accounts, October 10, 2019.
1. Designation of Removed Asset Pool One Accounts. No later than five Business Days after the Removal Date, or as otherwise agreed upon between the Trust and the Collateral Agent, the Trust will deliver to the Collateral Agent an accurate list, based on the computer records of, or kept on behalf of, the Transferor (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor and the Collateral Agent) of all Removed Asset Pool One Accounts, identified by account number and the aggregate amount of Asset Pool One Principal Receivables in each Removed Asset Pool One
Account as of the Removal Cut-Off Date, which list shall, as of the Removal Date, modify and amend and be incorporated into and made a part of this Reassignment and the Asset Pool One Supplement.
2. Reassignment of Receivables. The Collateral Agent does hereby reassign to the Trust, without recourse, on and after the Removal Date, all right, title and interest of the Collateral Agent in, to and under the Asset Pool One Receivables now existing and hereafter created from time to time in the Removed Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due (including all Asset Pool One Finance Charge Receivables) and all amounts received or receivable with respect thereto and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof (the Removed Collateral).
3. Conditions Precedent. The reassignment hereunder of the Asset Pool One Receivables in the Removed Asset Pool One Accounts and the amendment of the Asset Pool One Supplement pursuant to Section 7 of this Reassignment are each subject to the satisfaction, on or prior to the Removal Date, of the conditions set forth in subsection 2.5(b) of the Asset Pool One Supplement.
4. Representations and Warranties. The Trust hereby represents and warrants to the Collateral Agent as of the Removal Date that:
(a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Trust enforceable against the Trust, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general and the rights of creditors of national banking associations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and
(b) List of Removed Accounts. The list of Removed Asset Pool One Accounts delivered pursuant to subsection 2.5(b)(ii) of the Asset Pool One Supplement, as of the Removal Date, is accurate in all material respects.
5. Representations and Warranties of the Servicer. No selection procedures believed by the Servicer to be materially adverse to the interests of the Asset Pool One Noteholders were utilized in selecting the Removed Asset Pool One Accounts to be removed from the Trust and (I) a random selection procedure was used by the Servicer in selecting the Removed Asset Pool One Accounts and only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (II) the Removed Asset Pool One Accounts arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Asset Pool One Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (III) the Removed Asset Pool One Accounts were selected using another method that will not preclude transfers from satisfying the conditions for sale accounting
treatment under generally accepted accounting principles in effect for reporting periods before November 15, 2009.
6. Amendment of the Asset Pool One Supplement. The Asset Pool One Supplement is hereby amended to provide that all references therein to the Asset Pool One Supplement, to this Asset Pool One Supplement and to herein shall be deemed from and after the Removal Date to be a dual reference to the Asset Pool One Supplement as supplemented by this Reassignment. All references therein to the Asset Pool One Accounts shall be deemed not to include the Removed Asset Pool One Accounts designated hereunder and all references to Asset Pool One Receivables shall be deemed not to include the Asset Pool One Receivables reassigned hereunder. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Asset Pool One Supplement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to noncompliance with any term or provision of the Asset Pool One Supplement.
(a) The Collateral Agent hereby expressly terminates, relinquishes, releases, discharges and renders ineffective any and all security interests, liens, mortgages and encumbrances, as against the Trust, any transferee of the Trust and any person claiming title to or an interest in the Removed Collateral through any such person, or any successor or assign of any of the foregoing (all such persons and entities being referred to individually as a Transferee and collectively as the Transferees), any and all right, title, benefit, interest or claim whatsoever, present or future, actual or contingent (collectively, Rights), owned or held by the Collateral Agent to, against or in respect of the Removed Collateral.
(b) In case any provision of this Reassignment shall be rendered invalid, illegal or unenforceable in any jurisdiction, the Collateral Agent hereby acknowledges that its interest in the Removed Collateral is subordinate and junior to the security interest of any Transferee and hereby expressly agrees that any security interest it may have in any Removed Collateral is and shall remain subordinate and junior to all security interests granted by a Transferee, regardless of the time of the recording, perfection or filing thereof or with respect thereto.
(c) The Collateral Agent acknowledges and agrees that the Transferees and their representatives are expressly entitled to rely on the provisions of this Section 8, it being the intent of the Collateral Agent that the Transferees will acquire title to the Removed Collateral purchased by them free of any Rights owned or held by the Collateral Agent to, against or in respect of the Removed Collateral.
8. Counterparts. This Reassignment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.
9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
10. Authorization. The Collateral Agent hereby authorizes the Trust, or any agent designated by the Trust, to file any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Trust may determine, in its sole discretion, are necessary or advisable to reflect the reassignment to the Trust pursuant to Section 3 hereof. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Trust may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Trust in connection herewith, including, without limitation, describing such property as all assets or all personal property.
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IN WITNESS WHEREOF, the parties hereto have caused this Reassignment to be duly executed by their respective officers as of the day and year first above written.
|CHASE ISSUANCE TRUST|
|By:||JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as successor by merger to Chase Bank USA, National Association), as Administrator|
|Name: Maria L. Sarcone|
|Title: Executive Director|
|WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent|
|Name: Cheryl Zimmerman|
|Title: Vice President|
CHASE ISSUANCE TRUST
REASSIGNMENT NO. 18 (APO)
Schedule 1 to
Reassignment No. 18
REMOVED ASSET POOL ONE ACCOUNTS
[Delivered to the Collateral Agent]