UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2010
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from to
Commission File Number of issuing entity: 333-145109, 333-131327, 333-170794-01
Central Index Key Number of issuing entity: 0001174821
CHASE ISSUANCE TRUST
(Issuing Entity of the Notes)
(Exact name of issuing entity as specified in its charter)
Commission File Number of issuing entity: 033-50600-01, 333-145109-03, 333-170794-02
Central Index Key Number of issuing entity: 0000890493
FIRST USA CREDIT CARD MASTER TRUST
(Issuing Entity of the First USA Collateral Certificate)
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 333-74303, 333-68236, 333-83484,
333-103210, 000-19191, 333-145109-04, 333-170794
Central Index Key Number of depositor: 0000869090
CHASE BANK USA, NATIONAL ASSOCIATION
(Exact name of depositor and sponsor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization of the issuing entities)
N.A.
(I.R.S. Employer Identification No. of the issuing entities)
22-2382028
(I.R.S. Employer Identification No. of the depositor and sponsor)
CHASE ISSUANCE TRUST FIRST USA CREDIT CARD MASTER TRUST c/o Chase Bank USA, National Association White Clay Center Building 200 Route 273 Newark, Delaware |
19711 | |
(Address of principal executive offices of the issuing entities) | (Zip Code) |
(302) 634-1000
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ [Rule 405 of Regulation S-T is not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.
The registrant had no voting or non-voting common equity outstanding as of the last business day of the registrants most recently completed second fiscal quarter or the date of this report.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 1. | Business. |
Item 1A. | Risk Factors. |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 4. | (Removed and Reserved). |
Item 1B. | Unresolved Staff Comments. |
Not Applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
The assets of the Chase Issuance Trust include a collateral certificate, Series 2002-CC (the First USA Collateral Certificate), representing an undivided interest in the assets of the First USA Credit Card Master Trust (the First USA Master Trust), whose assets include credit card receivables arising in consumer revolving credit card accounts owned by Chase Bank USA, National Association (Chase USA). The First USA Collateral Certificate represents less than 20% of the Chase Issuance Trust asset pool. The First USA Master Trust should not be considered a significant obligor in relation to the Chase Issuance Trust under Item 1112(b) of Regulation AB. Nevertheless, the information required by General Instruction J to Form 10-K for an asset-backed issuer in respect of the First USA Master Trust has been disclosed in this report on Form 10-K.
None of the pool assets held by the Chase Issuance Trust other than collateral certificates, and none of the pool assets relating to the First USA Master Trust include any significant obligors.
Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).
Not Applicable.
Item 1117 of Regulation AB: Legal Proceedings.
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Industry Litigation
In 1996, Wal-Mart Stores, Inc. and several other retailers sued MasterCard International Incorporated, VISA U.S.A., Inc. and VISA International, Inc. in the U.S. District Court for the Eastern District of New York (the District Court). The action asserted that the rules of the foregoing associations regarding the uniform acceptance of all VISA and MasterCard cards, including debit VISA and MasterCard cards, constituted an illegal tying arrangement. In April 2003, MasterCard and VISA each agreed to settle the matter by, among other things, reducing interchange rates for debit cards, allowing merchants to decline debit cards, and agreeing to pay into settlement funds as follows: MasterCard agreed to pay into a settlement fund approximately $1 billion over ten years and VISA agreed to pay approximately $2 billion over ten years.
On December 19, 2003, the District Court granted final approval of the settlement. The court interpreted the release provided by the merchant class as encompassing any possible suit by class members with respect to debit or credit card interchange fees or with respect to the exclusionary rules barring issuance of American Express or Discover cards by member banks and as prohibiting such suits against the member banks as well as against the associations. On January 4, 2005, the U.S. Court of Appeals for the Second Circuit affirmed the District Courts order approving the settlement in all respects. Certain merchants that had previously opted out of the settlement filed separate lawsuits and the opt out actions have been resolved.
On June 22, 2005, a group of merchants filed a putative class action complaint in the U.S. District Court for the District of Connecticut. The complaint alleges that VISA, MasterCard and certain member banks including Bank of America, Chase USA, Capital One, Citibank and others, conspired to set the price of interchange in violation of Section 1 of the Sherman Act. The complaint further alleges tying/bundling and exclusive dealing. Since the filing of the Connecticut complaint, other complaints were filed in different U.S. District Courts challenging the setting of interchange, as well the associations respective rules. The Judicial Panel on Multidistrict Litigation consolidated the cases in the Eastern District of New York for pretrial proceedings. An amended consolidated complaint was filed on April 24, 2006. The consolidated complaint also added claims relating to off line debit transactions. Defendants filed a motion to dismiss all claims that pre-date January 1, 2004, based on the settlement and release of claims in the Wal-Mart case. On January 8, 2008, the Court granted that motion and those claims have been dismissed.
With respect to MasterCard, plaintiffs filed a first supplemental complaint in May 2006 alleging that the offering violated Section 7 of the Clayton Act and Section 1 of the Sherman Act and that the offering was a fraudulent conveyance. Defendants filed a motion to dismiss both of those claims. On November 25, 2008, the District Court dismissed the supplemental complaint with leave to replead.
In May 2008, the plaintiffs filed a motion seeking class certification and the defendants opposed that motion in October 2008. The court has not yet ruled on the class certification motion.
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In January 2009, the plaintiffs filed and served a Second Amended Consolidated Class Action Complaint against all defendants and an amended supplemental complaint challenging the MasterCard IPO making antitrust claims similar to those that were set forth in the original supplemental complaint, as well as the fraudulent conveyance claim.
With respect to the Visa IPO, the plaintiffs filed a supplemental complaint challenging the Visa IPO on antitrust theories parallel to those articulated in the MasterCard IPO pleading.
On March 31, 2009, defendants filed a motion to dismiss the Second Amended Consolidated Class Action Complaint. Separate motions to dismiss each of the supplemental complaints challenging the MasterCard and Visa IPOs were also filed. The motions to dismiss have not yet been decided. Plaintiffs and defendants are briefing motions for summary judgment. Chase USA cannot predict with any degree of certainty the final outcome of the litigation described above, its effect on the credit card industry or its effect on Chase USAs credit card business.
In February 2000, plaintiff Adam A. Schwartz filed a lawsuit in California Superior Court against VISA International Corp., VISA International Service Association, Inc., VISA U.S.A., Inc. and MasterCard International Incorporated alleging that VISA and MasterCard have unlawfully concealed the fact that each increases by 1% the rate at which it converts foreign currency to United States dollars for credit card purchases made in foreign currencies by United States cardholders. The case was brought under the California unfair business practices statute. On April 7, 2003, the court issued a decision in favor of the plaintiff and against VISA and MasterCard, holding that the networks disclosures of the 1% currency conversion fee were inadequate under California law. VISA and MasterCard appealed the decision. On September 28, 2005, the appellate court reversed the judgment and remanded the case to the trial court for further consideration. The reversal was based on the amendment to the California statute at issue in the case, which now requires the plaintiff to have suffered actual injury. The appellate court directed the trial court to exercise its discretion to determine whether to grant leave to amend the complaint to add a new plaintiff.
Beginning in or around February 2001, more than twenty individual credit cardholders filed putative class actions against VISA International Service Association, Inc., VISA U.S.A., Inc., MasterCard International Incorporated and seven credit card issuing banks and their parent companies, including Chase USA and JPMorgan Chase & Co., alleging that VISA and MasterCard, together with their members banks, had conspired to fix the price of currency conversion services for credit card purchases made in a foreign currency by United States cardholders. The plaintiffs also asserted that disclosure requirements of the Truth-in-Lending Act and regulations promulgated thereunder had not been observed. The cases were consolidated in the District Court for the Southern District of New York for pretrial purposes. On July 3, 2003, the court denied in principal part the defendants motion to dismiss the consolidated complaint. On November 12, 2003, the plaintiffs moved for an order certifying the action as a class action, and by Order dated October 15, 2004, the court granted class certification.
On July 20, 2006, the parties in the consolidated case entered into a nationwide settlement agreement, subject to court approval. The court held a final approval hearing on March 31, 2008 and took the matter under advisement. The defendants have denied any wrongdoing, and the court has not made any ruling on the merits of the case.
The settlement agreement includes provisions relating to disclosures on billing statements and other documents, and a settlement fund of $336,000,000 to pay monetary claims, the costs of
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administering the settlement and notice to cardholders, court-approved attorneys fees and expenses, and court-approved awards to the class representatives. Eligible cardholders will be able to make monetary claims. The settlement documents include agreements to settle certain related lawsuits, including the lawsuit filed by Adam A. Schwartz against the VISA and MasterCard entities as referenced above. The court granted final approval of the settlement on October 22, 2009. Objectors to the settlement filed appeals in the Second Circuit.
Other Litigation
On March 23, 2004, plaintiff James A. McCoy filed a lawsuit in California Superior Court against Chase Manhattan Bank, USA, N.A., the predecessor entity of Chase USA. On January 3, 2006, plaintiff McCoy filed a Second Amended Complaint, alleging that Chase USA violated the Truth-in-Lending Act and bringing state law claims for unconscionability, declaratory relief, illegal penalty, consumer fraud, breach of contract and breach of the implied covenant of good faith and fair dealing. Plaintiff brought suit on behalf of a putative class of Chase USA credit card customers who claim that their interest rates were increased without notice after they made a late payment to either Chase USA or another creditor. Chase USA removed the case to federal court and then moved to dismiss the complaint. On August 21, 2006, the court granted Chase USAs motion and dismissed the case. Plaintiff McCoy appealed the dismissal to the Ninth Circuit Court of Appeals.
On March 16, 2009, the Ninth Circuit issued an opinion in which it found that Chase USA violated the Truth-in-Lending Act for failing to provide contemporaneous notice of the interest rate increases. The court reversed the dismissal of several of the state law claims (unconscionability, declaratory relief, illegal penalty and breach of contract) and remanded the case to the lower court. The Ninth Circuit affirmed the dismissal of the consumer fraud and implied covenant claims. On April 27, 2009, Chase USA filed a motion with the Ninth Circuit for rehearing en banc. On June 15, 2009, the Ninth Circuit denied Chase USAs motion for rehearing en banc. On September 14, 2009, Chase USA filed a certiorari petition with the United States Supreme Court seeking review of the decision.
On January 25, 2010, the United States Supreme Court issued an order inviting the views of the Solicitor General of the United States. On May 19, 2010, the Office of the Solicitor General filed its brief with the United States Supreme Court. On June 21, 2010, the United States Supreme Court granted Chase USAs certiorari petition. On January 24, 2011 the Supreme Court reversed the Ninth Circuit in connection with the Truth-in-Lending Act claim. The matter was remanded for further proceedings consistent with the Supreme Courts opinion. Chase USA cannot predict with any degree of certainty the final outcome of the litigation described above, its effect on the credit card industry or its effect on Chase USAs credit card business.
A number of lawsuits seeking class action certification have been filed in both state and federal courts against Chase USA. These lawsuits challenge certain policies and practices of Chase USAs credit card business. A few of these lawsuits have been conditionally certified as class actions. Chase USA has defended itself against claims in the past and intends to continue to do so in the future. While it is impossible to predict the outcome of any of these lawsuits, Chase USA believes that any liability that might result from any of these lawsuits will not have a material adverse effect on the credit card receivables.
5
PART II
The following Items have been omitted in accordance with General Instruction J to Form 10-K:
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6. | Selected Financial Data. |
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. |
Item 8. | Financial Statements and Supplementary Data. |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. | Controls and Procedures. |
Item 9B. | Other Information |
None
PART III
The following Items have been omitted in accordance with General Instruction J to Form 10K:
Item 10. | Directors, Executive Officers and Corporate Governance. |
Item 11. | Executive Compensation. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
Item 14. | Principal Accounting Fees and Services. |
Substitute information provided in accordance with General Instruction J to Form 10K:
Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.
Each of Chase USA, as the servicer for each of the Chase Issuance Trust and the First USA Master Trust and BNY Mellon Trust of Delaware, as the First USA Master Trust trustee, and Wells Fargo Bank, National Association (Wells Fargo), as the indenture trustee for the Chase Issuance Trust (each, a Servicing Participant) was a party participating in the servicing function during the reporting period with respect to the pool assets held by the respective trust. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a Report on Assessment) during the respective trusts fiscal year ending December 31, 2010, which Reports on
6
Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an Attestation Report) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
Item 1123 of Regulation AB: Servicer Compliance Statement.
Chase USA is the servicer and has provided a statement of compliance (a Compliance Statement) for the period from and including January 1, 2010 through and including December 31, 2010 for each of the Chase Issuance Trust and the First USA Master Trust. Each such Compliance Statement has been signed by an authorized officer of the servicer for the respective issuing entity and is attached as an exhibit to this Form 10-K.
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PART IV
Item 15. | Exhibits, Financial Statement Schedules. |
(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) See Item 15(b) below.
(b) Exhibits Required by Item 601 of Regulation S-K
Exhibit Number |
Description | |
3.1 | Composite Articles of Association of Chase Bank USA, National Association (included in Exhibit 3.1 to registrants Form S-3, as filed with the Securities and Exchange Commission on January 27, 2006, which is hereby incorporated by reference). | |
3.2 | Composite Bylaws of Chase Bank USA, National Association (included in Exhibit 3.2 to registrants Form S-3, as filed with the Securities and Exchange Commission on January 27, 2006, which is hereby incorporated by reference). | |
4.1 | Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, by and among Chase Bank USA, National Association, Chase Issuance Trust and Wells Fargo Bank, National Association (included in Exhibit 10.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on December 20, 2007, which is incorporated herein by reference). | |
4.2 | First Amendment to the Third Amended and Restated Transfer and Servicing Agreement, dated as of May 8, 2009, among Chase USA, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Collateral Agent and Indenture Trustee (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 8, 2009, which is incorporated herein by reference). | |
4.3 | Third Amended and Restated Indenture, dated as of December 19, 2007, by and between Chase Issuance Trust and Wells Fargo Bank, National Association (included in Exhibit 10.2 to registrants Form 8-K, as filed with the Securities and Exchange Commission on December 20, 2007, which is incorporated herein by reference). | |
4.4 | Third Amended and Restated Pooling and Servicing Agreement of First USA Credit Card Master Trust, dated as of December 19, 2007, by and between Chase Bank USA, National Association and BNY Mellon Trust of Delaware (included in Exhibit 10.3 to registrants |
8
Form 8-K, as filed with the Securities and Exchange Commission on December 20, 2007, which is incorporated herein by reference). | ||
4.5 | Third Amended and Restated Trust Agreement, dated as of March 14, 2006, by and between Chase Bank USA, National Association and Wilmington Trust Company (included in Exhibit 10.5 to registrants Form 8-K, as filed with the Securities and Exchange Commission on March 16, 2006, which is incorporated herein by reference). | |
4.6.1 | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of May 1, 2002 between First USA Bank, National Association as Transferor and Servicer and BNY Mellon Trust of Delaware as Trustee for the First USA Credit Card Master Trust, including a form of the Series 2002-CC Certificate, dated as of May 1, 2002 (included in Exhibit 4.4(d) to registrants Form 8-K, as filed with the Securities and Exchange Commission on June 16, 2002, which is incorporated herein by reference). | |
4.7.1 | Class A(2003-4) Terms Document, dated as of May 22, 2003 (included in Exhibit 4.02 to registrants Form 8-K, as filed with the Securities and Exchange Commission on June 6, 2003, which is incorporated herein by reference). | |
4.7.2 | Class A(2003-8) Terms Document, dated as of September 16, 2003 (included in Exhibit 4.02 to registrants Form 8-K, as filed with the Securities and Exchange Commission on September 29, 2003, which is incorporated herein by reference). | |
4.7.3 | Class A(2004-3) Terms Document, dated as of May 12, 2004 (included in Exhibit 4.01 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 17, 2004, which is incorporated herein by reference). | |
4.7.4 | Class A(2004-5) Terms Document, dated as of August 4, 2004 (included in Exhibit 4.01 to registrants Form 8-K, as filed with the Securities and Exchange Commission on August 16, 2004, which is incorporated herein by reference). | |
4.7.5 | Supplemental Indenture with respect to the Additional Class A(2004-5) Notes, dated as of August 9, 2004 (included in Exhibit 4.01 to registrants Form 8-K, as filed with the Securities and Exchange Commission on April 16, 2008, which is incorporated herein by reference). | |
4.7.6 | Class A(2004-7) Terms Document, dated as of September 21, 2004 (included in Exhibit 4.01 to registrants Form 8-K, as filed with the Securities and Exchange Commission on November 18, 2004, which is incorporated herein by reference). |
9
4.7.7 |
Class A(2004-8) Terms Document, dated as of November 4, 2004 (included in Exhibit 4.01 to registrants Form 8-K, as filed with the Securities and Exchange Commission on November 19, 2004, which is incorporated herein by reference). | |
4.7.8 |
Class A(2005-2) Terms Document, dated as of May 4, 2005 (included in Exhibit 4.2 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 5, 2005, which is incorporated herein by reference). | |
4.7.9 |
Class A(2005-6) Terms Document, dated as of August 2, 2005 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on August 2, 2005, which is incorporated herein by reference). | |
4.7.10 |
Class A(2005-7) Terms Document, dated as of August 10, 2005 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on August 10, 2005, which is incorporated herein by reference) | |
4.7.11 |
Class A(2005-11) Terms Document, dated as of November 3, 2005 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on November 7, 2005, which is incorporated herein by reference). | |
4.7.12 |
Class A(2006-1) Terms Document, dated as of February 16, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on February 23, 2006, which is incorporated herein by reference). | |
4.7.13 |
Supplemental Indenture with respect to the Additional Class A(2006-1) Notes, dated as of February 28, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on March 1, 2006, which is incorporated herein by reference). | |
4.7.14 |
Class A(2006-2) Terms Document, dated as of February 22, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on March 1, 2006, which is incorporated herein by reference). | |
4.7.15 |
Class A(2006-4) Terms Document, dated as of August 29, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on August 30, 2006, which is incorporated herein by reference). |
10
4.7.16 |
Class A(2006-5) Terms Document, dated as of October 2, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 2, 2006, which is incorporated herein by reference). | |
4.7.17 |
Class A(2006-6) Terms Document, dated as of October 30, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 30, 2006, which is incorporated herein by reference). | |
4.7.18 |
Class A(2006-8) Terms Document, dated as of December 18, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on December 19, 2006, which is incorporated herein by reference). | |
4.7.19 |
Class A(2007-1) Terms Document, dated as of January 25, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on January 25, 2007, which is incorporated herein by reference). | |
4.7.20 |
Class A(2007-2) Terms Document, dated as of February 21, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on February 23, 2007, which is incorporated herein by reference). | |
4.7.21 |
Class A(2007-3) Terms Document, dated as of February 15, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on February 16, 2007, which is incorporated herein by reference). | |
4.7.22 |
Class A(2007-5) Terms Document, dated as of April 11, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on April 27, 2007, which is incorporated herein by reference). | |
4.7.23 |
Supplemental Indenture with respect to the Additional Class A(2007-5) Notes, dated as of April 26, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on April 27, 2007, which is incorporated herein by reference). | |
4.7.24 |
Supplemental Indenture with respect to the Additional Class A(2007-5) Notes, dated as of May 22, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 23, 2007, which is incorporated herein by reference). |
11
4.7.25 |
Class A(2007-7) Terms Document, dated as of May 9, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 10, 2007, which is incorporated herein by reference). | |
4.7.26 |
Class A(2007-8) Terms Document, dated as of May 30, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 31, 2007, which is incorporated herein by reference). | |
4.7.27 |
Class A(2007-9) Terms Document, dated as of June 15, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2007, which is incorporated herein by reference). | |
4.7.28 |
Class A(2007-10) Terms Document, dated as of June 29, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on June 29, 2007, which is incorporated herein by reference). | |
4.7.29 |
Class A(2007-12) Terms Document, dated as of August 1, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on August 1, 2007, which is incorporated herein by reference). | |
4.7.30 |
Class A(2007-13) Terms Document, dated as of July 26, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on July 27, 2007, which is incorporated herein by reference). | |
4.7.31 |
Class A(2007-16) Terms Document, dated as of October 9, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2007, which is incorporated herein by reference). | |
4.7.32 |
Supplemental Indenture with respect to the Additional Class A(2007-16) Notes, dated as of October 31, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2007, which is incorporated herein by reference). | |
4.7.33 |
Class A(2007-17) Terms Document, dated as of October 15, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 15, 2007, which is incorporated herein by reference). | |
4.7.34 |
Class A(2007-18) Terms Document, dated as of October 31, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the |
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Securities and Exchange Commission on October 31, 2007, which is incorporated herein by reference). | ||
4.7.35 |
Class A(2008-2) Terms Document, dated as of February 20, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on February 20, 2008, which is incorporated herein by reference). | |
4.7.36 |
Class A(2008-3) Terms Document, dated as of March 17, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2008, which is incorporated herein by reference) | |
4.7.37 |
Supplemental Indenture with respect to the Additional Class A(2008-3) Notes, dated as of April 1, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on April 1, 2008, which is incorporated herein by reference). | |
4.7.38 |
Class A(2008-4) Terms Document, dated as of April 2, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on April 2, 2008, which is incorporated herein by reference). | |
4.7.39 |
Class A(2008-6) Terms Document, dated as of May 15, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 15, 2008, which is incorporated herein by reference). | |
4.7.40 |
Class A(2008-8) Terms Document, dated as of May 16, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 16, 2008, which is incorporated herein by reference). | |
4.7.41 |
Class A(2008-9) Terms Document, dated as of May 30, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 30, 2008, which is incorporated herein by reference). | |
4.7.42 |
Class A(2008-10) Terms Document, dated as of June 13, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on June 13, 2008, which is incorporated herein by reference). | |
4.7.43 |
Class A(2008-11) Terms Document, dated as of July 30, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on July 30, 2008, which is incorporated herein by reference). |
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4.7.44 |
Class A(2008-12) Terms Document, dated as of August 15, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2008, which is incorporated herein by reference). | |
4.7.45 |
Class A(2008-13) Terms Document, dated as of September 16, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on September 16, 2008, which is incorporated herein by reference). | |
4.7.46 |
Class A(2008-14) Terms Document, dated as of September 30, 2008 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on September 30, 2008, which is incorporated herein by reference). | |
4.7.47 |
Class A(2009-2) Terms Document, dated as of May 12, 2009 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 12, 2009, which is incorporated herein by reference). | |
4.7.48 |
Class A(2009-3) Terms Document, dated as of May 21, 2009 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 21, 2009, which is incorporated herein by reference). | |
4.7.49 |
Class B(2005-3) Terms Document, dated as of September 14, 2005 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on September 29, 2005, which is incorporated herein by reference). | |
4.7.50 |
Class B(2005-4) Terms Document, dated as of October 28, 2005 (included in Exhibit 4.1(a) to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2005, which is incorporated herein by reference). | |
4.7.51 |
Class B(2005-5) Terms Document, dated as of October 28, 2005 (included in Exhibit 4.1(b) to registrants Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2005, which is incorporated herein by reference). | |
4.7.52 |
Class B(2006-1) Terms Document, dated as of February 28, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on March 1, 2006, which is incorporated herein by reference). | |
4.7.53 |
Class B(2007-1) Terms Document, dated as of February 21, 2007 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the |
14
Securities and Exchange Commission on February 22, 2007, which is incorporated herein by reference). | ||
4.7.54 |
Class B(2010-1) Terms Document, dated as of May 26, 2010 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 26, 2010, which is incorporated herein by reference). | |
4.7.55 |
Class B(2010-2) Terms Document, dated as of May 26, 2010 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 26, 2010, which is incorporated herein by reference). | |
4.7.56 |
Class B(2010-3) Terms Document, dated as of May 26, 2010 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 26, 2010, which is incorporated herein by reference). | |
4.7.57 |
Class C(2003-3) Terms Document, dated as of June 18, 2003 (included in Exhibit 4.01 to registrants Form 8-K, as filed with the Securities and Exchange Commission on June 30, 2003, which is incorporated herein by reference). | |
4.7.58 |
Class C(2004-2) Terms Document, dated as of June 30, 2004 (included in Exhibit 4.02 to registrants Form 8-K, as filed with the Securities and Exchange Commission on July 6, 2004, which is incorporated herein by reference). | |
4.7.59 |
Class C(2005-2) Terms Document, dated as of May 19, 2005 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 20, 2005, which is incorporated herein by reference). | |
4.7.60 |
Class C(2006-1) Terms Document, dated as of January 26, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on January 27, 2006, which is incorporated herein by reference). | |
4.7.61 |
Class C(2006-2) Terms Document, dated as of February 16, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on February 23, 2006, which is incorporated herein by reference). | |
4.7.62 |
Class C(2006-4) Terms Document, dated as of November 28, 2006 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the |
15
Securities and Exchange Commission on November 28, 2006, which is incorporated herein by reference). | ||
4.7.63 |
Class C(2007-1) Terms Document, dated as of February 21, 2007 (included in Exhibit 1.1B to registrants Form 8-K, as filed with the Securities and Exchange Commission on February 22, 2007, which is incorporated herein by reference). | |
4.7.64 |
Class C(2010-1) Terms Document, dated as of May 26, 2010 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 26, 2010, which is incorporated herein by reference). | |
4.7.65 |
Class C(2010-2) Terms Document, dated as of May 26, 2010 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 26, 2010, which is incorporated herein by reference). | |
4.7.66 |
Class C(2010-3) Terms Document, dated as of May 26, 2010 (included in Exhibit 4.1 to registrants Form 8-K, as filed with the Securities and Exchange Commission on May 26, 2010, which is incorporated herein by reference). | |
10.1 |
Omnibus Addendum, dated as of July 7, 2005 (included in Exhibit 10.1 to registrants Form 8-K, filed with the Securities and Exchange Commission on July 8, 2005, which is incorporated herein by reference). | |
10.2 |
Omnibus Addendum, dated as of December 15, 2008 (included in Exhibit 10.1 to registrants Form 8-K, filed with the Securities and Exchange Commission on December 16, 2008, which is incorporated herein by reference). | |
31.1 |
Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification). | |
33.1 |
Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Chase USA. | |
33.2 |
Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of Wells Fargo Bank, National Association. | |
33.3 |
Report on Assessment of Compliance with Servicing Criteria concerning servicing activities of The Bank of New York Mellon and BNY Mellon Trust of Delaware. | |
34.1 |
Independent Accountants Attestation Report concerning servicing activities of Chase USA. |
16
34.2 |
Independent Accountants Attestation Report concerning servicing activities of Wells Fargo Bank, National Association. | |
34.3 |
Independent Accountants Attestation Report concerning servicing activities of The Bank of New York Mellon and BNY Mellon Trust of Delaware. | |
35.1 |
Servicer Compliance Statement of Chase USA as servicer for the Chase Issuance Trust. | |
35.2 |
Servicer Compliance Statement of Chase USA as servicer for the First USA Master Trust. | |
(c) |
Not applicable |
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report to security holders or proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHASE ISSUANCE TRUST/ FIRST USA CREDIT CARD MASTER TRUST (Issuing entities) | ||||
Date: March 30, 2011 | By: | CHASE BANK USA, NATIONAL ASSOCIATION, | ||
as Depositor | ||||
/s/ Keith W. Schuck | ||||
Name: | Keith W. Schuck | |||
Title: | President | |||
(senior officer of Chase Bank USA, National Association in charge of securitization) |
Exhibit 31.1
Certification
Chase Issuance Trust
I, Keith W. Schuck, the president of Chase Bank USA, National Association, certify that:
1. | I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the Chase Issuance Trust (the Exchange Act periodic reports); |
2. | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4. | Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and |
5. | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. |
In giving the certification above, I have reasonably relied on information provided to me by the following unaffiliated parties: BNY Mellon Trust of Delaware, The Bank of New York Mellon, Wilmington Trust Company and Wells Fargo Bank, National Association.
Date: March 29, 2011
By: | /s/ Keith W. Schuck | |
Name: | Keith W. Schuck | |
Title: | President | |
(senior officer of Chase Bank USA, National Association in charge of securitization |
Exhibit 33.1
Certification Regarding Compliance with Applicable Servicing Criteria
1. | Chase Bank USA, National Association (the Asserting Party) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 2010 (the Reporting Period), as set forth in Appendix A hereto. The transactions covered by this report include asset-backed securities transactions involving credit card receivables, for which transactions the Asserting Party acted as servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, on or after January 1, 2006, where the related asset-backed securities were outstanding during the Reporting Period (the Platform), as listed in Appendix B hereto; |
2. | Except as set forth in paragraph 3 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; |
3. | The criteria listed in the column titled Inapplicable Servicing Criteria on Appendix A hereto are inapplicable to the Asserting Party based on the activities it performs with respect to the Platform; |
4. | The Asserting Party has complied, in all material respects, with the applicable servicing criteria as of December 31, 2010 and for the Reporting Period with respect to the Platform taken as a whole. |
5. | PricewaterhouseCoopers LLP, a registered public accounting firm, has issued an attestation report on the Asserting Partys assessment of compliance with the applicable servicing criteria for the Reporting Period. |
March 30, 2011
Chase Bank USA, National Association | ||||
By: | /s/ Keith Schuck | |||
Name: | Keith Schuck | |||
Title: | President |
1
APPENDIX A
SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA |
INAPPLICABLE SERVICING CRITERIA | ||||
Reference | Criteria | |||||
General Servicing Considerations | ||||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | X | ||||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | ||||
Cash Collection and Administration | ||||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | X | ||||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | ||||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | ||||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. | X | ||||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X | ||||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X |
2
SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA |
INAPPLICABLE SERVICING CRITERIA | ||||
Reference | Criteria | |||||
Investor Remittances and Reporting | ||||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors or the trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X | ||||
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X1 | ||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | X | ||||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X2 | ||||
Pool Asset Administration | ||||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||||
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | X | ||||
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X | ||||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||||
1122(d)(4)(v) | The Servicers records regarding the accounts agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligors account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X |
1 | The Asserting Party allocates amounts due to investors and remits such amounts to the Trustee in accordance with the timeframes, distribution priority and other terms set forth in the transaction agreements. |
2 | The Asserting Party agrees amounts remitted to investors per the investors reports to amounts remitted to the Trust per the bank statements. |
3
SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA |
INAPPLICABLE SERVICING CRITERIA | ||||
Reference | Criteria | |||||
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | ||||
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period an account is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||||
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for accounts with variable rates are computed based on the related account documents. | X | ||||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X | ||||
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | ||||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the Servicer, or such other number of days specified in the transaction agreements. | X | ||||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X |
4
Appendix B
Chase Issuance Trust
Class A (2003-4)
Class A (2003-8)
Class A (2004-3)
Class A (2004-5)
Class A (2004-7)
Class A (2004-8)
Class A (2005-2)
Class A (2005-4)
Class A (2005-6)
Class A (2005-7)
Class A (2005-8)
Class A (2005-10)
Class A (2005-11)
Class A (2005-13)
Class A (2006-1)
Class A (2006-2)
Class A (2006-4)
Class A (2006-5)
Class A (2006-6)
Class A (2006-7)
Class A (2006-8)
Class A (2007-1)
Class A (2007-2)
Class A (2007-3)
Class A (2007-4)
Class A (2007-5)
Class A (2007-6)
Class A (2007-7)
Class A (2007-8)
Class A (2007-9)
Class A (2007-10)
Class A (2007-11)
Class A (2007-12)
Class A (2007-13)
Class A (2007-15)
Class A (2007-16)
Class A (2007-17)
Class A (2007-18)
Class A (2008-1)
Class A (2008-2)
Class A (2008-3)
Class A (2008-4)
Class A (2008-6)
5
Class A (2008-8)
Class A (2008-9)
Class A (2008-10)
Class A (2008-11)
Class A (2008-12)
Class A (2008-13)
Class A (2008-14)
Class A (2009-2)
Class A (2009-3)
Class A (2009-4)
Class A (2009-5)
Class A (2009-6)
Class A (2009-7)
Class A (2009-8)
Class B (2006-01)
Class B (2006-02)
Class B (2007-01)
Class C (2003-03)
Class C (2004-02)
Class C (2005-01)
Class C (2005-02)
Class C (2005-03)
Class C (2006-02)
Class C (2006-04)
Class C (2007-01)
Chase Credit Card Master Trust
Series 2003-4
6
Exhibit 33.2
Corporate Trust Services MAC N2702-011 9062 Old Annapolis Road Columbia, MD 21045 410 884-2000 410 71 5-2380 Fax
Wells Fargo Bank, N.A |
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage- backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performs with respect to the Platform (the Applicable Servicing Criteria).
Period: As of and for the twelve months ended December 31, 2010 (the Period).
Third parties classified as vendors: With respect to servicing criteria 1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform Commercial Code filing functions required by the servicing criteria. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). The Company has policies and procedures in place to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria.
With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment for the Period, the Company has complied, in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Companys assessment of compliance for the Period.
WELLS FARGO BANK, National Association | ||
By: | /s/ Brian Bartlett | |
Brian Bartlett | ||
Its: | Executive Vice President | |
Dated: | February 14, 2011 |
Exhibit 33.3
ASSERTION OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA
The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) provides this platform-level assessment of compliance with the servicing criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that comply with Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities.
Period: Twelve months ended December 31, 2010 (the Period).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled Not Applicable To Platform in Appendix 1 attached hereto.
With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4) (vii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.
With respect to servicing criteria 1122(d)(2)(vi) management has engaged a vendor to perform the activities required by these servicing criteria. Management has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and management has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). Management has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to the vendor. Management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria.
With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Companys compliance with the Applicable Servicing Criteria as of and for the Period.
2
The Bank of New York Mellon |
The Bank of New York Mellon | |||
The Bank of New York Mellon Trust |
The Bank of New York Mellon Trust | |||
BNY Mellon Trust of Delaware |
||||
|
| |||
Robert L. Griffin | Richard P. Stanley | |||
Authorized Signatory | Authorized Signatory |
The Bank of New York Mellon | ||||
The Bank of New York Mellon Trust |
||||
|
||||
Alex P. Tsarnas | ||||
Authorized Signatory |
Dated: February 25, 2011
3
Appendix 1
REG AB REFERENCE |
SERVICING CRITERIA | APPLICABLE TO PLATFORM | NOT APPLICABLE TO PLATFORM | |||||
Performed Directly by the Company |
Performed by Vendor(s) for which the Company is the |
|||||||
General Servicing Considerations | ||||||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||||||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | X | ||||||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||||||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | ||||||
Cash Collection and Administration | ||||||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||||||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | ||||||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | ||||||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of the Securities Exchange Act. | X | ||||||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X |
Appendix 1
REG AB REFERENCE |
SERVICING CRITERIA | APPLICABLE TO PLATFORM | NOT APPLICABLE TO PLATFORM | |||||
Performed Directly by the Company |
Performed by Vendor(s) for which the Company is the Responsible Party |
|||||||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | ||||||
Investor Remittances and Reporting | ||||||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors or the trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X | ||||||
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||||||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | ||||||
Pool Asset Administration | ||||||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||||||
1122(d)(4)(ii) | Pool asset and related documents are safeguarded as required by the transaction agreements | X | ||||||
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X |
Appendix 1
REG AB REFERENCE |
SERVICING CRITERIA | APPLICABLE TO PLATFORM | NOT APPLICABLE TO PLATFORM | |||||
Performed Directly by the Company |
Performed by Vendor(s) for which the Company is the Responsible Party |
|||||||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||||||
1122(d)(4)(v) | The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | ||||||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligors pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X | ||||||
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | ||||||
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | ||||||
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||||||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X |
Appendix 1
REG AB REFERENCE |
SERVICING CRITERIA | APPLICABLE TO PLATFORM | NOT APPLICABLE TO PLATFORM | |||||
Performed Directly by the Company |
Performed by Vendor(s) for which the Company is the Responsible Party |
|||||||
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | ||||||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the Servicer, or such other number of days specified in the transaction agreements. | X | ||||||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||||||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X |
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
To the Stockholder of Chase Bank USA, National Association:
We have examined managements assertion, included in the accompanying Certification Regarding Compliance with Applicable Servicing Criteria, that Chase Bank USA, National Associations (the Bank) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the asset-backed securities transactions for which the Bank performed servicing functions set forth in Item 1122(d) involving credit card receivables, for which transactions the Bank acted as servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, on or after January 1, 2006, where the related asset-backed securities were outstanding (the Platform) described in the accompanying Managements Report on Assessment of Compliance with Applicable Servicing Criteria as of and for the year ended December 31, 2010, excluding criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(x), 1122(d)(4)(xi) 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xv), which the Bank has determined are not applicable to the activities performed by it with respect to the Platform. Appendix B to managements assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Banks compliance with the servicing criteria. Our responsibility is to express an opinion on managements assertion based on our examination.
Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Banks compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Bank processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Bank during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Bank during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Banks compliance with the servicing criteria.
In our opinion, managements assertion that the Bank complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2010 for the Platform is fairly stated, in all material respects.
March 30, 2011
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us
Exhibit 34.2
KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 |
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined managements assessment, included in the accompanying Assessment of Compliance with Applicable Servicing Criteria, that The Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by an agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Corporation) or any government sponsored entity and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform), except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2010. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
As described in the accompanying managements Assessment of Compliance With Applicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Company has engaged a vendor to perform the activities required by these servicing criteria. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (KPMG International), a Swiss entity. |
and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Companys eligibility to apply Interpretation 17.06.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(4)(i) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2010 is fairly stated, in all material respects.
Chicago, Illinois
February 14, 2011
Exhibit 34.3
KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 |
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Bank of New York Mellon
BNY Mellon Trust of Delaware
The Bank of New York Mellon Trust Company, N.A.:
We have examined the accompanying managements assertion that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust, Company, N.A.), (collectively, the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the publicly issued (i.e. transaction-level reporting initially required under the Securities and Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 and like-kind transactions issued prior to January 1, 2006 that are subject to Regulation AB for which the Company provides trustee, securities administration or paying agent services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(4)(vi), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2010. With respect to applicable servicing criteria 1122(d)(2)(iii) and 1122(d)(4)(vii), the Companys Assertion of Compliance with Applicable Servicing Criteria indicates that there were no activities performed as of and for the twelve months ended December 31, 2010. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected mortgage-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the servicing criteria.
As described in the accompanying Assertion of Compliance with Applicable Servicing Criteria, for servicing criterion 1122 (d)(2)(vi), the Company has engaged a vendor to perform the activities required by
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (KPMG International), a Swiss entity. |
this servicing criteria. The Company has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors activities comply in all material respects with the servicing criteria applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Companys eligibility to apply Interpretation 17.06.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2010 is fairly stated, in all material respects.
Chicago, Illinois
February 25, 2011
Exhibit 35.1
SERVICER COMPLIANCE STATEMENT
Chase Bank USA, National Association
Chase Issuance Trust
The undersigned, a duly authorized officer of Chase Bank USA, National Association (the Bank), as Servicer, pursuant to the Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, as amended by the First Amendment to the Third Amended and Restated Transfer and Servicing Agreement, dated as of May 8, 2009 (as amended and supplemented from time to time, the Agreement) among the Bank, as transferor, administrator and servicer (in such capacity, the Servicer), Chase Issuance Trust and Wells Fargo Bank, National Association, as indenture trustee and collateral agent, does hereby certify that:
1. | The Bank is, as of the date hereof, the Servicer under the Agreement. |
2. | A review of the Servicers activities during the calendar year ended December 31, 2010 (the Reporting Period) and of its performance under the Agreement has been made under my supervision. |
3. | To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. |
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 29th day of March 2011.
CHASE BANK USA, NATIONAL ASSOCIATION, as Servicer | ||||
By: | /s/ Keith W. Schuck | |||
Name: | Keith W. Schuck | |||
Title: | President |
Exhibit 35.2
SERVICER COMPLIANCE STATEMENT
Chase Bank USA, National Association
First USA Credit Card Master Trust
The undersigned, a duly authorized officer of Chase Bank USA, National Association (the Bank), as Servicer, pursuant to the Third Amended and Restated Pooling and Servicing Agreement, dated as of December 19, 2007 (as amended and supplemented from time to time, the Agreement) between the Bank, as transferor and servicer (in such capacity, the Servicer) and BNY Mellon Trust of Delaware, as trustee, does hereby certify that:
1. | The Bank is, as of the date hereof, the Servicer under the Agreement. |
2. | A review of the Servicers activities during the calendar year ended December 31, 2010 (the Reporting Period) and of its performance under the Agreement has been made under my supervision. |
3. | To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. |
IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 29th day of March 2011.
CHASE BANK USA, NATIONAL ASSOCIATION, as Servicer | ||||
By: | /s/ Keith W. Schuck | |||
Name: | Keith W. Schuck | |||
Title: | President |
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'$`'T4A`*4`]`'@6/\#__ !V3\_ ` end