8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2016

Commission File Number of issuing entity: 333-208503-1

Central Index Key Number of issuing entity: 0001174821

CHASE ISSUANCE TRUST

(Issuing Entity of the Notes)

(Exact name of registrant as specified in its charter)

Delaware	c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices)

Commission File Number of depositor: 333-208503

Central Index Key Number of depositor: 0001658982

CHASE CARD FUNDING LLC

(Exact name of depositor as specified in its charter)

Delaware	Chase Card Funding LLC 201 North Walnut Street Wilmington, Delaware 19801
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices)

(302) 282-6545

(Telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Central Index Key Number of sponsor: 0000869090

CHASE BANK USA, NATIONAL ASSOCIATION

(Exact name of sponsor as specified in its charter)

United States	Chase Bank USA, National Association 201 North Walnut Street Wilmington, DE 19801
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices)

N.A.

(I.R.S. Employer Identification No. of the issuing entity)

N.A.

(I.R.S. Employer Identification No. of the depositor)

22-2382028

(I.R.S. Employer Identification No. of the sponsor)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events

On May 2, 2016, Chase Issuance Trust, a Delaware statutory trust (the “Issuing Entity”), Chase Card Funding LLC, a Delaware limited liability company (“Chase Card Funding”), as depositor, transferor and beneficiary of the Issuing Entity, and Chase Bank USA, National Association, a national banking association (the “Bank”), as sponsor, servicer and administrator of the Issuing Entity, entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as an underwriter and as representative of the underwriters named in any applicable terms agreement.

On May 2, 2016, the Issuing Entity filed a base prospectus with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act of 1933, as amended (15 U.S.C. 77d) (the “Securities Act”). Pursuant to the terms of the Underwriting Agreement, the Issuing Entity, Chase Card Funding and the Bank propose to sell notes of the series, classes and tranches designated in a terms agreement from time to time during the period from and including the date of the Underwriting Agreement through the earlier of the next date on which a revised base prospectus is filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations under the Securities Act or August 9, 2016 (the “Issuance Period”). For each issuance of notes during the Issuance Period, the Bank, Chase Card Funding, the Issuing Entity and J.P. Morgan Securities LLC, as representative of the underwriters named in any applicable terms agreement, will enter into a terms agreement, the form of which is attached to the Underwriting Agreement. Each such terms agreement will set forth the terms of the notes, including the series or tranches of such notes, and shall be dated the date of the pricing of such notes.

The CHASEseries notes are a series of notes that may be sold and delivered to the underwriters under the Underwriting Agreement and will consist of Class A notes, Class B notes and Class C notes. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1a and is incorporated by reference herein.

On April 29, 2016, the Bank, as sponsor and servicer of the Issuing Entity, entered into an Amended and Restated Asset Representations Review Agreement with FTI Consulting, Inc., as asset representations reviewer (the “Amended and Restated Asset Representations Review Agreement”).

A copy of the Amended and Restated Asset Representations Review Agreement is attached hereto as Exhibit 4.7 and is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statement and Exhibits.

The following exhibits are filed as a part of this report:

(1.1a) Underwriting Agreement, dated as of May 2, 2016, among Chase Issuance Trust, Chase Card Funding LLC, Chase Bank USA, National Association and J.P. Morgan Securities LLC.

(4.7) Amended and Restated Asset Representations Review Agreement, dated as of April 29, 2016, between Chase Bank USA, National Association and FTI Consulting, Inc.

SIGNATURE

Pursuant to the requirements 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 CARD FUNDING LLC
as Depositor of the Chase Issuance Trust
By:	/s/ Brent L. Barton
	Name: Brent L. Barton
	Title: Chief Executive Officer

Date: May 2, 2016

EX-1.1A

Exhibit 1.1(a)

EXECUTION COPY

CHASE ISSUANCE TRUST

(Issuing Entity)

CHASE BANK USA, NATIONAL ASSOCIATION

(Sponsor, Servicer and Administrator)

CHASE CARD FUNDING LLC

(Depositor, Transferor and Beneficiary)

UNDERWRITING AGREEMENT

(Standard Terms)

May 2, 2016

J.P. Morgan Securities LLC,

            as an Underwriter and as Representative

of the Underwriters named in the applicable Terms Agreement

383 Madison Avenue, 31st Floor

New York, New York 10179

Ladies and Gentlemen:

Chase Issuance Trust, a Delaware statutory trust (the “Issuing Entity”) and Chase Card Funding LLC, a Delaware limited liability company (“Chase Card Funding”), as Depositor (as defined below), Transferor (as defined below) and beneficiary of the Issuing Entity (in such capacity, the “Beneficiary”), propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”).

The Notes will be issued by the Issuing Entity pursuant to the Fourth Amended and Restated Indenture, dated as of January 20, 2016, as amended, and as amended and as supplemented by the Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016, as amended (the “Asset Pool One Supplement”), between the Issuing Entity and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as indenture trustee (in such capacity, the “Indenture Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), the Second Amended and Restated CHASEseries Indenture Supplement, dated as of January 20, 2016, and a Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuing Entity and the Indenture Trustee.

The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuing Entity through J.P. Morgan Securities LLC, as the representative of the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”; J.P. Morgan Securities LLC and each other representative, if any, may be referred to herein collectively as “Representative”). Notes sold to the Underwriters for which J.P. Morgan Securities LLC is a Representative shall be sold pursuant to a Terms Agreement by and among Chase Bank USA, National Association, a

Delaware corporation (the “Bank”), Chase Card Funding, the Issuing Entity and the Representative, a form of which is attached hereto as Exhibit A (a “Terms Agreement”), which incorporates by reference this Underwriting Agreement (this “Agreement”, which may include the applicable Terms Agreement if the context so requires). Any Notes sold pursuant to any Terms Agreement may include the benefits of a reserve account, letter of credit, surety bond, cash collateral account, cash collateral guaranty, collateral interest, interest rate swap, spread account or other contract or agreement for the benefit of the holders of Notes of such Series (“Credit Enhancement”). The term “applicable Terms Agreement” means each Terms Agreement with respect to a specific Tranche of Notes that references this Agreement. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in such Terms Agreement and no other Series, Class or Tranche of Notes issued by the Issuing Entity.

The Notes will be secured pursuant to the Asset Pool One Supplement by certain assets of the Issuing Entity, including the Asset Pool One Receivables (as defined in the Asset Pool One Supplement and referred to herein as the “Receivables” or the “Collateral”).

Prior to January 20, 2016, the Bank transferred receivables and other assets directly to the Issuing Entity pursuant to the Transfer and Servicing Agreement, dated as of May 1, 2002, the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2004, the Second Amended and Restated Transfer and Servicing Agreement, dated as of March 14, 2006, and the Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, each between the Bank, as transferor, servicer and administrator, the Issuing Entity and the Indenture Trustee and Collateral Agent (together, as amended, the “Prior Transfer and Servicing Agreements”)

Pursuant to an assignment and assumption agreement, dated as of January 20, 2016, by and between the Bank and Chase Card Funding, (a) Chase Card Funding agreed to become the successor transferor and to assume from the Bank the covenants, obligations and rights of the Bank, as transferor under the Prior Transfer and Servicing Agreements and (b) the Bank assigned to Chase Card Funding and Chase Card Funding accepted (i) the beneficial interest in the Issuing Entity and (ii) certain other assets of the Bank.

On and after January 20, 2016, the Bank will sell the Receivables to Chase Card Funding under a receivables purchase agreement (the “Receivables Purchase Agreement”), dated as of January 20, 2016, between the Bank and Chase Card Funding, and Chase Card Funding will sell the Receivables purchased under the Receivables Purchase Agreement to the Issuing Entity under the terms of the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016 (the “Transfer and Servicing Agreement”), by and among Chase Card Funding, as transferor (in such capacity, the “Transferor”), the Issuing Entity, the Bank, as servicer (in such capacity, the “Servicer”) and administrator of the Issuing Entity (in such capacity, the “Administrator”), and the Indenture Trustee and Collateral Agent. The Bank will service the Receivables on behalf of the Issuing Entity under the Transfer and Servicing

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Agreement. The Bank will also act as administrator for the Issuing Entity under the Transfer and Servicing Agreement.

The Issuing Entity will be operated pursuant to a Fourth Amended and Restated Trust Agreement, dated as of January 20, 2016 (as may be further amended from time to time, the “Trust Agreement”), between Chase Card Funding, as Transferor and Beneficiary, and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the “Owner Trustee”).

The Issuing Entity will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement, dated as of February 17, 2016 (as may be further amended from time to time, the “Asset Representations Review Agreement”), between the Bank and FTI Consulting Inc., a Maryland corporation, as asset representations reviewer (the “Asset Representations Reviewer”).

The Trust Agreement, the Receivables Purchase Agreement, the Transfer and Servicing Agreement, the Indenture, the Administration Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this agreement (this “Agreement”) are collectively referred to as the “Transaction Documents.”

Section 1. Registration Statement.

Chase Card Funding, as depositor of the Issuing Entity (the “Depositor”), has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.”

The Depositor also prepared and filed with the Commission pursuant to Rule 424(h) (“Rule 424(h)”) under the Act a preliminary prospectus relating to the Notes as described in the applicable Terms Agreement and as referenced in “Annex I—Time of Sale Information” and, if identified in the applicable Terms Agreement, filed a supplement to the preliminary prospectus (the “Supplement”) as described in the applicable Terms Agreement under “Annex I - Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, together, the “Preliminary Prospectus”).

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At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Act, the “Contracts of Sale”) with investors in the Notes, which time will be stated in the applicable Terms Agreement and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Act (a “Free Writing Prospectus”)) listed in the applicable Terms Agreement under “Annex I—Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the applicable Terms Agreement will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 9, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale.

The Depositor will prepare and file with the Commission in accordance with Rule 424(b) under the Act (“Rule 424(b)”), within two business days of the date of the applicable Terms Agreement, a final prospectus (the “Prospectus”).

Section 2. Purchase of the Notes Offered by the Applicable Terms Agreement by the Underwriters.

(a) Upon the execution of the applicable Terms Agreement, the Depositor agrees with the Underwriters as follows:

(i) Subject to the terms and conditions herein set forth and in the applicable Terms Agreement, the Depositor agrees to cause the Issuing Entity to sell and deliver the Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations, warranties and agreements herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Issuing Entity the respective principal amount of the Notes set forth opposite such Underwriter’s name in Schedule I to the applicable Terms Agreement. The Notes are to be purchased by the Underwriters at the purchase price(s) set forth in such Terms Agreement. The Issuing Entity will not be obligated to deliver any Notes except upon payment for all of the Notes to be purchased as provided in the applicable Terms Agreement.

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(ii) The Depositor understands that the Underwriters intend (x) to make a public offering of their respective portions of the Notes as soon after the Registration Statement and this Agreement and the applicable Terms Agreement have become effective as in the judgment of the Representative is advisable and (y) initially to offer the Notes upon the terms set forth in the Preliminary Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Notes purchased by it to or through any such Underwriter.

(iii) Payment for the Notes shall be made to the Depositor or to its order by wire transfer of same day funds on the Closing Date. As used herein, (x) the term “Closing Date” means, with respect to the applicable Terms Agreement, the date and time specified in such Terms Agreement or such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Representative and the Depositor may agree upon in writing, and (y) the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

(iv) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Notes registered in the name of Cede & Co. as nominee of The Depository Trust Company and in such denominations as the Representative shall request in writing not later than two full Business Days prior to the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Depositor. The Notes will be made available for inspection and packaging by the Representative at the office of Skadden, Arps, Slate, Meagher & Flom LLP not later than 5:00 P.M., New York City time, on the Business Day prior to the Closing Date.

Section 3. Representations and Warranties of the Bank.

Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to each Underwriter that:

(a) Representations and Warranties in Receivables Purchase Agreement and the Transfer and Servicing Agreement. As of the Closing Date, the representations and warranties of the Bank, as Servicer and Administrator, (i) in the Receivables Purchase Agreement and (ii) in the Transfer and Servicing Agreement, will be true and correct in all material respects;

(b) Organization and Good Standing. The Bank has been duly organized and is validly existing as a national banking association in good standing under the laws of the United States of America, with power and authority (corporate and other) to own its properties and conduct its business as described in the Preliminary

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Prospectus and the Prospectus and to execute, deliver and perform the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Bank and its subsidiaries, taken as a whole;

(c) Due Authorization. Each of the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement have been duly authorized by the Bank, and, when executed and delivered by the Bank, each of the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement will constitute a valid and binding agreement of the Bank;

(d) No Consents. No consent, approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Bank for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement and the Transfer and Servicing Agreement except such as have been obtained and made under the Act, such as may be required under state securities laws and with respect to the filing of any financing statements required to perfect the Collateral Agent’s interest in the Collateral;

(e) No Violation or Default. Other than as set forth or contemplated in the Preliminary Prospectus, the Bank is not (x) in violation of its organizational documents, (y) in default in its performance or observance of any obligation, agreement, covenant or condition contained in any material agreement or instrument to which it is a party or by which it or its properties are bound or (z) in violation of any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank, or any of its properties, which, in the case of clauses (y) and (z) above, would have a material adverse effect on the transactions contemplated in this Agreement, in the applicable Terms Agreement, in the Receivables Purchase Agreement or in the Transfer and Servicing Agreement;

(f) No Conflicts. The execution, delivery and performance by the Bank of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement and the Transfer and Servicing Agreement and compliance with the terms and provisions thereof will not conflict with or result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank or any of their properties or any

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material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the properties of the Bank is subject, or the organizational documents of the Bank and the Bank has full power and authority to enter into this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement and the Transfer and Servicing Agreement;

(g) 17g-5 Representation. In connection with any rating for the Notes, the Bank or one of its Affiliates has provided a written representation (the “17g-5 Representation”) to each Note Rating Agency (as defined below), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended. The Bank or its Affiliate has complied, and will continue to comply, with the 17g-5 Representation, except for any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or the Noteholders; provided, however, that the Bank makes no representation or warranty with respect to any breach of the 17g-5 Representation arising from a breach by any of the Underwriters of the representations set forth in subsection 15(e) hereof; and

(h) Legal Proceedings. Other than as set forth or contemplated in the Prospectus and Time of Sale Information, there are no legal, governmental or regulatory proceedings pending or, to the knowledge of the Bank, threatened to which any of the Bank or its subsidiaries is or may be a party or to which any property of the Bank or its subsidiaries is or may be the subject which, if determined adversely to the Bank, could individually or in the aggregate reasonably be expected to have a material adverse effect on (i) the general affairs, business, prospects, management, financial position, stockholders’ equity or results of operations of the Bank and its subsidiaries, as applicable, taken as a whole or (ii) the interests of the holders of the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus and the Preliminary Prospectus which are not filed or described as required.

Section 4. Representations and Warranties of the Depositor.

Upon the execution of the applicable Terms Agreement, the Depositor represents and warrants to each Underwriter that:

(a) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a

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material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;

(b) Time of Sale Information. The Time of Sale Information did not at the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information, shall of necessity appear only in the Prospectus); provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in such Time of Sale Information;

(c) Filing of Preliminary Prospectus. The Depositor filed with the Commission according to Rule 424(h) (i) the Preliminary Prospectus (excluding any Supplement), at least three business days before the Time of Sale and (ii), if identified in the applicable Terms Agreement, the Supplement, at least 48 hours before the Time of Sale. The Supplement clearly delineates what material information has changed and how the information has changed from the Preliminary Prospectus (excluding the Supplement);

(d) Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or

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refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms Agreement and other written communication approved in writing in advance by the Representative. Pursuant to Rule 433 under the Act, an “Issuer Free Writing Prospectus” shall mean a free writing prospectus prepared by or on behalf of the Issuing Entity or used or referred to by the Issuing Entity and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus;

(e) Documents Incorporated by Reference. The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, when they were filed with the Commission, complied in all material respects to the requirements of the Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable, and any other documents filed and incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, when the documents are filed with the Commission, will comply in all material respects to the requirements of the Act or the Exchange Act, as applicable;

(f) Representations and Warranties in the Transfer and Servicing Agreement and the Receivables Purchase Agreement. As of the Closing Date, the representations and warranties of the Depositor (i), as Transferor, in the Transfer and Servicing Agreement and (ii) as purchaser in the Receivables Purchase Agreement will be true and correct in all material respects;

(g) Organization and Good Standing. The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus and to execute, deliver and perform the Receivables Purchase

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Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Depositor and its subsidiaries, taken as a whole.

(h) Due Authorization. Each of the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement have been duly authorized by the Depositor and, when executed and delivered by the Depositor, each of the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement and the applicable Terms Agreement will constitute a valid and binding agreement of the Depositor;

(i) No Consents. No consent, approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Depositor for the consummation of the transactions contemplated by the Receivables Purchase Agreement, the Transfer and Servicing Agreement, this Agreement or the applicable Terms Agreement, except such as have been obtained and made under the Act, such as may be required under state securities laws and with respect to the filing of any financing statements required to perfect the Collateral Agent’s interest in the Collateral;

(j) No Violation or Default. Other than as set forth or contemplated in the Preliminary Prospectus, the Depositor is not (x) in violation of its organizational documents, (y) in default in its performance or observance of any obligation, agreement, covenant or condition contained in any material agreement or instrument to which it is a party or by which it or its properties are bound or (z) in violation of any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Depositor, or any of its properties, which, in the case of clauses (y) and (z) above, would have a material adverse effect on the transactions contemplated in this Agreement, in the applicable Terms Agreement, in the Receivables Purchase Agreement or in the Transfer and Servicing Agreement;

(k) No Conflicts. The execution, delivery and performance by the Depositor of this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement and the Transfer and Servicing Agreement and compliance with the terms and provisions thereof will not conflict with or result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Depositor or any of its properties or any material agreement or instrument to which the Depositor is a party or by which

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the Depositor is bound or to which any of the properties of the Depositor is subject, or the organizational documents of the Depositor and the Depositor has full power and authority to enter into this Agreement, the applicable Terms Agreement, the Receivables Purchase Agreement and the Transfer and Servicing Agreement;

(l) Legal Proceedings. Other than as set forth or contemplated in the Prospectus and Time of Sale Information, there are no legal, governmental or regulatory proceedings pending or, to the knowledge of the Depositor, threatened to which any of the Depositor or its subsidiaries is or may be a party or to which any property of the Depositor or its subsidiaries is or may be the subject which, if determined adversely to the Depositor, could individually or in the aggregate reasonably be expected to have a material adverse effect on (i) the general affairs, business, prospects, management, financial position, stockholders’ equity or results of operations of the Depositor and its subsidiaries, as applicable, taken as a whole or (ii) the interests of the holders of the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus and the Preliminary Prospectus which are not filed or described as required;

(m) Ineligible Issuer. The Depositor, on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement is made, will not be an “ineligible issuer,” as defined in Rule 405 under the Act;

(n) Investment Company Act Considerations. The Depositor is, and solely after giving effect to the offering and sale of the Notes and the application of the proceeds thereof will be, excluded from being an “investment company” under the Investment Company Act of 1940, as amended; and

(o) Third-Party Due Diligence Services. Since its formation, the Depositor has not engaged any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity or the transactions contemplated by this Agreement and the applicable Terms Agreement.

Section 5. Representations and Warranties of the Issuing Entity.

Upon the execution of the applicable Terms Agreement, the Issuing Entity represents and warrants to each Underwriter that:

(a) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Issuing Entity, threatened by the Commission, and the Registration Statement and

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any amendment thereto, at the time the Registration Statement became effective complied, and the Preliminary Prospectus, as of its date, and as of Time of Sale will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale, and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Prospectus, on the Closing Date, will comply in all material respects with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuing Entity in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Preliminary Prospectus or the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Issuing Entity of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions on Form SF-3, will be satisfied as of the Closing Date;

(b) Time of Sale Information. The Time of Sale Information did not at the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information, shall of necessity appear only in the Prospectus); provided, that the Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuing Entity in writing by such Underwriter through the Representative expressly for use in such Time of Sale Information;

(c) Issuer Free Writing Prospectuses. Other than the Preliminary Prospectus and the Prospectus, the Issuing Entity (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than the documents, if any, listed on Annex II to the applicable Terms

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Agreement and other written communication approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed to the extent required by Rule 433(d) under the Act and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus did not at the Time of Sale, and will not on the Closing Date, include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement or the Prospectus, and did not at the Time of Sale, and will not on the Closing Date, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuing Entity in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus;

(d) Representations and Warranties in the Indenture. As of the Closing Date, the representations and warranties of the Issuing Entity in the Indenture will be true and correct in all material respects;

(e) Organization and Good Standing. The Issuing Entity has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus and to execute, deliver and perform the Indenture, and to authorize the issuance of the Notes, and to consummate the transactions contemplated by the Indenture;

(f) Due Authorization. As of the Closing Date, the Notes have been duly authorized, and, when executed, issued and delivered pursuant to the Indenture, duly authenticated by the Indenture Trustee and paid for by the Underwriters in accordance with this Agreement and the applicable Terms Agreement, will be duly and validly executed, authenticated, issued and delivered and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized by the Issuing Entity and, when executed and delivered by the Issuing Entity and the Indenture Trustee (in the case of the Indenture), each of the Indenture, this Agreement and the applicable Terms Agreement will constitute a valid and binding agreement of the Issuing Entity; and the Notes and the Indenture conform to the descriptions thereof in the Prospectus in all material respects;

(g) No Consents. No consent, approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Issuing Entity for the consummation of the transactions contemplated by this Agreement, the applicable Terms Agreement, the Indenture or the Transfer and Servicing Agreement, except such as have been obtained and made under the Act, such as may be required under state securities laws and with respect to the

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filing of any financing statements required to perfect the Collateral Agent’s interest in the Collateral;

(h) No Violation or Default. The Issuing Entity is not (x) in violation of its organizational documents, (y) in default in its respective performance or observance of any obligation, agreement, covenant or condition contained in any material agreement or instrument to which it is a party or by which it or its properties are bound or (z) in violation of any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuing Entity, or any of its properties which, in the case of clauses (y) and (z) above, would have a material adverse effect on the transactions contemplated in this Agreement, the applicable Terms Agreement, the Indenture or the Transfer and Servicing Agreement;

(i) No Conflicts. The execution, delivery and performance of this Agreement, the applicable Terms Agreement, the Indenture and the Transfer and Servicing Agreement and the issuance and delivery of the Notes and compliance with the terms and provisions thereof will not conflict with, or result in a material breach or violation of any of the terms and provisions of, or constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuing Entity or any of its properties or any material agreement or instrument to which the Issuing Entity is a party or by which the Issuing Entity is bound or to which any of the properties of the Issuing Entity is subject, or the organizational documents of the Issuing Entity; and the Issuing Entity has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement, the applicable Terms Agreement, the Indenture and the Transfer and Servicing Agreement and to enter into the Indenture;

(j) Legal Proceedings. Other than as set forth or contemplated in the Prospectus and the Time of Sale Information, there are no legal or governmental proceedings pending or, to the knowledge of the Issuing Entity, threatened to which the Issuing Entity is or may be a party or to which any property of the Issuing Entity is or may be the subject which, if determined adversely to the Issuing Entity, could individually or in the aggregate reasonably be expected to have a material adverse effect on (i) the general affairs, business, prospects, management, financial position, equity or results of operations of the Issuing Entity, and the interests of the holders of the Notes, or (ii) the interests of the holders of the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus and Preliminary Prospectus which are not filed or described as required;

(k) Underwriting Agreement and the applicable Terms Agreement. This Agreement and the applicable Terms Agreement have been duly authorized, executed and delivered by the Issuing Entity and when executed and delivered by the Issuing

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Entity, each of this Agreement and the applicable Terms Agreement will constitute a valid and binding agreement of the Issuing Entity;

(l) Ineligible Issuer. The Issuing Entity is not, and on the date on which the first bona fide offer of the Notes sold pursuant to the applicable Terms Agreement is made will not be, an “ineligible issuer,” as defined in Rule 405 under the Act;

(m) Investment Company Act Considerations. The Issuing Entity is, and solely after giving effect to the offering and sale of the Notes and the application of the proceeds thereof will be, excluded from being an “investment company” under the Investment Company Act of 1940, as amended, by Rule 3a-7 thereunder;

(n) Volcker Rule. The Issuing Entity is not, and solely after giving effect to the offering and sale of the Notes and the application of the proceeds thereof will not be, a “covered fund” for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the “Volcker Rule”; and

(o) Third-Party Due Diligence Services. Since June 15, 2015, neither the Issuing Entity nor any of its affiliates has engaged any third-party to provide due diligence services within the meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity or the transactions contemplated by this Agreement and the applicable Terms Agreement.

Section 6. Further Agreements of the Bank, the Depositor and the Issuing Entity.

Upon the execution of the applicable Terms Agreement, the Bank, the Depositor and the Issuing Entity, severally and not jointly, covenant and agree with the several Underwriters that:

(a) Filing of Prospectus and Issuer Free Writing Prospectuses. The Depositor and the Issuing Entity will file the Prospectus with the Commission within the time periods specified by Rule 424(b) under the Act and the Certifications and Transaction Documents necessary to satisfy the conditions for the offering of the Notes under Form SF-3, as stated in the General Instructions to Form SF-3, and will file (i) any Issuer Free Writing Prospectuses to the extent required by Rule 433(d) under the Act, (ii) if any Note Rating Agency is expected to issue a rating with respect to the Notes, an Issuer Free Writing Prospectus approved in advance by the Underwriters in accordance with Rule 433 under the Act that discloses such rating (the “Ratings Issuer Free Writing Prospectus”) and (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) other than an Underwriter Free Writing Prospectus filed pursuant to Rule 433(d)(1)(ii), as long as the Underwriter Free Writing Prospectus was delivered to the Depositor reasonably in advance of the time required to be filed according to Rule 433(d).

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(b) Delivery of Copies. The Issuing Entity will, at the request of the Representative, deliver (or the Bank will cause the Issuing Entity to deliver), at the expense of the Bank, during the period mentioned in subsection 6(e) below, to each of the Underwriters as many copies of the Preliminary Prospectus and the Prospectus (including all amendments and supplements thereto) and each Issuer Free Writing Prospectus as the Representative may reasonably request.

(c) Amendments or Supplements. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus, whether before or after the time the Registration Statement becomes effective, the Depositor or the Issuing Entity will furnish to the Representative a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review.

(d) Notice to the Representative. The Bank, the Depositor or the Issuing Entity will (x) advise the Representative promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement shall have become effective, (ii) when any supplement to the Preliminary Prospectus or the Prospectus or any amendment to the Preliminary Prospectus or the Prospectus has been filed, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose, and (v) of the receipt by the Bank, the Depositor or the Issuing Entity of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (y) in the case of clause (x)(iv) or (x)(v) above, use their best efforts to prevent the issuance of any such stop order or notification and, if issued, to obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance of the Prospectus. The Depositor will, if during such period of time after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters a prospectus relating to the Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales by an Underwriter or any dealer, (i) any event shall occur as a result of which it is necessary to amend or supplement the Preliminary Prospectus or the Prospectus in order to make the statements therein, in the light of the circumstances when the Preliminary Prospectus or the Prospectus is delivered to a purchaser, not misleading, or (ii) it is necessary to amend or supplement the Preliminary Prospectus or the Prospectus to comply with the law, forthwith prepare and furnish, at the expense of the Bank, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Bank, the Depositor and the Issuing Entity) to which the Notes may have been sold by the Representative on behalf of the Underwriters and to any other dealers

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upon request, a copy of such amendments or supplements to the Preliminary Prospectus or the Prospectus as may be necessary so that the statements in the Preliminary Prospectus or the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Preliminary Prospectus or the Prospectus is delivered to a purchaser, be misleading or so that the Preliminary Prospectus or the Prospectus will comply with the law.

(f) Blue Sky Compliance. The Issuing Entity will endeavor to qualify (or the Bank will cause the Issuing Entity to qualify) the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes and to pay all fees and expenses (including fees and disbursements of counsel for the Underwriters) reasonably incurred in connection with such qualification and in connection with the determination of the eligibility of the Notes for investment under the laws of such jurisdictions as the Representative may designate; provided, however, that none of the Bank, the Depositor or the Issuing Entity shall be required to (i) qualify to do business in any jurisdiction in which it is not currently so qualified, (ii) file any general consent to service of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not so subject.

(g) Earnings Statement. On or before December 31 of the year following the year in which the Closing Date occurs, the Bank will cause the Issuing Entity to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Issuing Entity occurring after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.

(h) Copies of Compliance Statements and Reports. Upon written request by the Representative, so long as any of the Notes are outstanding, the Issuing Entity or the Bank will furnish to the Representative (i) copies of each certificate and the annual statements of compliance delivered to the Owner Trustee and the Indenture Trustee pursuant to Section 4.05 of the Transfer and Servicing Agreement, (ii) copies of the annual independent certified public accountant’s attestation reports furnished to the Owner Trustee and the Indenture Trustee pursuant to Section 4.06 of the Transfer and Servicing Agreement by first-class mail promptly after such request and following delivery of such statements and reports to the Owner Trustee and the Indenture Trustee, and (iii) copies of all reports or other communications (financial or other) furnished to holders of the Notes; provided, however, that neither the Issuing Entity nor the Bank shall be obligated to provide copies of monthly distribution reports on Form 10-D or annual reports filed on Form 10-K if they are available on EDGAR or otherwise through a Commission website.

(i) Agreement Not to Engage in Similar Transactions. During the period beginning on the date of the applicable Terms Agreement and continuing to and including

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the Closing Date, none of the Bank, the Depositor or the Issuing Entity will offer, sell, contract to sell or otherwise dispose of any credit card backed securities with the same term and other characteristics identical to the relevant Tranche of Notes without the prior written consent of the Representative.

(j) Trust Indenture Act. The Indenture will be qualified pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(k) Note Rating Agencies. To the extent, if any, that the rating provided with respect to the Notes by the rating agency or rating agencies rating the Notes (each, a “Note Rating Agency”) is conditional upon the furnishing of documents or the taking of any other reasonable action by the Bank, the Depositor or the Issuing Entity agreed upon on or prior to the Closing Date, the Bank, the Depositor or the Issuing Entity, as applicable, shall furnish such documents and take any such other reasonable action.

(l) Exchange Act Filings. The Depositor and the Issuing Entity (or the Bank on its behalf) will file or cause to be filed all documents and certifications required to be filed by the Depositor or the Issuing Entity with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

(m) Record Retention. The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(d) under the Act.

Section 7. Payment of Costs and Expenses.

Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement, the Preliminary Prospectus and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel, (vii) the reasonable fees and disbursements of the accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an

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amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 7 and in Sections 9, 12 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Section 8. Conditions of Underwriters’ Obligations.

The several obligations of the Underwriters hereunder are subject to the performance by the Bank, the Depositor and the Issuing Entity of their respective obligations hereunder and under the applicable Terms Agreement and to the following additional conditions:

I. Most Recent Quarterly Filing Date.

(a) Opinion of Counsel for the Bank. The Representative shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters, the validity of the Notes, the Registration Statement and the preliminary prospectus filed on such Most Recent Quarterly Filing Date, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement and the preliminary prospectus.

(b) Opinion of Counsel for the Underwriters. The Representative shall have received an opinion of Allen & Overy LLP, special counsel for the Underwriters, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative and its counsel.

(c) FDIC Rule Opinion. The Representative shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, such opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 with respect to the effect of receivership on the Bank’s, the Depositor’s, the Issuing Entity’s and the Indenture Trustee’s security interest in the Receivables, and with respect to other related matters in a form previously approved by the Representative and its counsel.

(d) Opinion of Counsel to the Owner Trustee. The Representative shall have received an opinion of Richards, Layton & Finger, counsel to the Owner Trustee, subject to customary qualifications, assumptions, limitations and exceptions dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the

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Representative and its counsel, with respect to general corporate matters relating to the Owner Trustee.

(e) Opinion of Counsel to the Issuing Entity. The Representative shall have received an opinion of Richards, Layton & Finger, special Delaware counsel to the Issuing Entity, subject to customary qualifications, assumptions, limitations and exceptions dated the Most Recent Quarterly Filing Date, in form and substance satisfactory to the Representative and its counsel, with respect to certain matters relating to the Issuing Entity and the establishment thereof.

(f) Opinion of Counsel to the Indenture Trustee and Collateral Agent. The Representative shall have received an opinion of internal legal counsel to Wells Fargo Bank, National Association, subject to customary qualifications, assumptions, limitations and exceptions dated the Most Recent Quarterly Filing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general corporate matters.

II. Closing Date.

(a) Registration Compliance; No Stop Order. The Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433(d) under the Act or pursuant to subsection 6(a) hereunder) and in accordance with subsection 6(a) of this Agreement; and, as of the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or, to the knowledge of the Bank, the Depositor or the Issuing Entity, threatened by the Commission; and all requests for additional information from the Commission with respect to the Registration Statement shall have been complied with to the reasonable satisfaction of the Representative.

(b) Representations and Warranties. The representations and warranties of the Bank, the Depositor and the Issuing Entity contained herein are true and correct in all material respects on and as of the Closing Date as if made on and as of the Closing Date, and each of the Bank, the Depositor and the Issuing Entity shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder and, as applicable, under the applicable Terms Agreement on or prior to the Closing Date.

(c) Federal Income Tax Opinion. The Representative shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special tax counsel for the Bank, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, that (i) the Notes will be characterized as debt for Federal income tax purposes; (ii) the Issuing Entity will not be, and the issuance of the Notes will not cause any master trust to be, classified as an association, or

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publicly traded partnership, taxable as a corporation for Federal income tax purposes; and (iii) the statements in the Prospectus under “U.S. Federal Income Tax Consequences”, insofar as such statements constitute a summary of the U.S. legal matters or documents referred to therein, fairly present such legal matters or documents.

(d) Rating Agency Legal Opinions. The Representative shall have received a reliance letter with respect to any legal opinion that the Bank is required to deliver to the Note Rating Agency that is not otherwise addressed to the Representative.

(e) Officer’s Certificate of the Bank. The Representative shall have received a certificate, dated the Closing Date, of a Vice President or more senior officer of the Bank in which such officer shall state that, to his or her knowledge after due inquiry, (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date and (iii) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operations of the Bank’s credit card business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate.

(f) Officer’s Certificate of the Depositor. The Representative shall have received a certificate, dated the Closing Date, of an officer of the Depositor in which such officer shall state that, to his or her knowledge after due inquiry, (i) the representations and warranties of the Depositor in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, (iii) the Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (iv) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operations of the Depositor’s business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (v) the officer has reviewed the Registration Statement, the Time of Sale Information and the Prospectus and the representation set forth in subsection 4(a) hereof is true and correct.

(g) Officer’s Certificate of the Issuing Entity. The Representative shall have received a certificate, dated the Closing Date, of an authorized representative of the Issuing Entity in which such representative shall state that, to his or her knowledge after due inquiry, (i) the representations and warranties of the Issuing Entity in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Issuing Entity has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and under the applicable Terms Agreement on or prior to the Closing Date, (iii) the

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representations and warranties of the Issuing Entity in the Indenture are true and correct in all material respects as of the dates specified in the Indenture, (iv) the Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement have been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (v) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operations of the Issuing Entity’s business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (vi) the officer has reviewed the Registration Statement, the Time of Sale Information and the Prospectus and the representation set forth in subsection 5(a) hereof is true and correct.

(h) Ratings. If the applicable Ratings Issuer Free Writing Prospectus sets forth any requirements as to the ratings of the Notes, the Representative shall have received evidence satisfactory to it that such requirements have been met.

(i) Letter of Counsel for the Bank, the Depositor and the Issuing Entity. Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Bank, shall provide a letter, dated the relevant Closing Date, stating that they have participated in conferences with representatives of the Bank and its accountants, the Underwriters and counsel to the Underwriters concerning the Registration Statement and the Prospectus and have considered the matters required to be stated therein and the matters stated therein, although they are not independently verifying the accuracy, completeness or fairness of such statements and based upon and subject to the foregoing, nothing has come to such counsel’s attention to cause such counsel to believe that the Registration Statement (excluding any exhibits filed therewith), at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date or as of the relevant Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel has not been requested to and does not make any comment in this letter with respect to the financial statements, schedules and other financial and statistical information included or incorporated by reference in or excluded from the Registration Statement or the Prospectus or excluded therefrom, including the Form T-1). In addition, Skadden, Arps, Slate, Meagher & Flom LLP shall state that on the basis of the foregoing, no facts have come to their attention that have caused such counsel to believe that documents included in the Disclosure Package (as defined below), as of the Applicable Time (as defined in the applicable Terms Agreement), when taken together with the information contained in the Issuer Free Writing Prospectus relating to the pricing information of the Notes (the “Pricing FWP”) filed pursuant to Rule 433 of the Act, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel has

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not been requested to and does not make any comment in this letter with respect to the financial statements, schedules and other financial and statistical information included or incorporated by reference in or excluded from the Registration Statement, the Prospectus or the Preliminary Prospectus, including the Form T-1).

“Disclosure Package” means the Preliminary Prospectus and the Issuer Free Writing Prospectus relating to the ratings of the Notes (the “Ratings FWP”) filed pursuant to Rule 433 of the Act.

(j) Opinion of Counsel for the Underwriters. If requested by the Representative prior to the Time of Sale for an issuance, Allen & Overy LLP, special counsel for the Underwriters, shall provide an opinion, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to the Prospectus and Time of Sale Information and information contained in each of the Prospectus and Time of Sale Information.

III. Agreed Upon Procedures.

(a) Preliminary Prospectus. On the date of any Preliminary Prospectus, including the Most Recent Quarterly Filing Date (as defined in the applicable Terms Agreement), the Representative shall have received a letter, dated the respective date of delivery thereof, of PricewaterhouseCoopers LLP, Certified Public Accountants (or such other independent accountants as shall be named in the applicable Terms Agreement) confirming that they are independent public accountants within the meaning of the Act and stating that the engagement to apply agreed-upon procedures was performed in accordance with the standards established by the American Institute of Certified Public Accountants, and substantially in the form heretofore agreed and otherwise in form and in substance satisfactory to the Representative and its counsel.

(b) Prospectus. On the date of any Prospectus, the Representative shall have received a letter, dated the respective date of delivery thereof, of PricewaterhouseCoopers LLP, Certified Public Accountants (or such other independent accountants as shall be named in the applicable Terms Agreement) confirming that they are independent public accountants within the meaning of the Act and stating that the engagement to apply agreed-upon procedures was performed in accordance with the standards established by the American Institute of Certified Public Accountants, and substantially in the form heretofore agreed and otherwise in form and in substance satisfactory to the Representative and its counsel.

The Bank will furnish, or cause to be furnished, to the Representative such number of conformed copies of such opinions, certificates, letters and documents as it reasonably requests.

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Section 9. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Bank, the Depositor and the Issuing Entity, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities to which they may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus (or in any revision or amendment thereof or supplement thereto) or any Preliminary Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus or any Issuing Entity Information (as defined in subsection 10(c)) contained in any Underwriter Free Writing Prospectus (as defined in subsection 10(c)) or in any Free Writing Prospectus for which the Bank or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Bank or any other offering participant that is in the business of publishing radio or television broadcasting or otherwise disseminating communications, or the omission or alleged omission to state a material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expense reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Bank nor the Issuing Entity will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Bank, the Depositor or the Issuing Entity by any Underwriter specifically for use therein or any revision or amendment thereof or supplement thereto.

(b) Indemnification of the Bank, the Depositor and the Issuing Entity. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Bank, its directors, each of its officers who signed the Registration Statement, the Depositor, the Issuing Entity and each person, if any, who controls the Bank, the Depositor or the Issuing Entity within the meaning of Section 15 of the Act and under Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities to which they may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, the Prospectus, or in any revision or amendment thereof or supplement thereto, any related Preliminary Prospectus or any Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they

24

were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made (i) in reliance upon and in conformity with written information furnished to the Bank, the Depositor or the Issuing Entity by such Underwriter through the Representative expressly for use in the Registration Statement, any Free Writing Prospectus, Preliminary Prospectus or the Prospectus (or any revision or amendment thereof or supplement thereto) or (ii) in any Underwriter Free Writing Prospectus and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage or liability or action as such expenses are incurred; provided, that no Underwriter shall be obligated to so indemnify and hold harmless an indemnified party to the extent such losses, claims, damages or liabilities are caused by a misstatement or omission resulting from an error or omission in (A) the Issuing Entity Information (as hereinafter defined) which was not corrected by Issuing Entity Information subsequently supplied by the Bank, the Depositor or the Issuing Entity to the Underwriter at any time prior to the Time of Sale, or (B) the information contained in the Prospectus or Time of Sale Information.

(c) Indemnification Procedures. Each indemnified party shall give prompt written notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement; provided, that the indemnifying party is not materially prejudiced by such failure to so notify. An indemnifying party may participate at its own expense in the defense of any such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (x) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Contribution and Limitation on Liability. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in subsection 9(a) is for any reason held to be unavailable other than in accordance with its terms, the Bank, the Depositor and the Issuing Entity and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Bank, the Depositor and the Issuing Entity and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that

25

portion represented by the percentage that the underwriting discount and commissions bear to the initial public offering price appearing thereon and the Bank, the Depositor and the Issuing Entity are jointly and severally responsible for the balance. Notwithstanding the provisions of this subsection 9(d), no Underwriter shall be required to contribute any amount in excess of the underwriting discount or commission applicable to the Notes purchased by it hereunder. The Bank, the Depositor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of any of the equitable considerations referred to above in this subsection 9(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of the Bank, each officer of the Bank who signed the Registration Statement, the Depositor and each person, if any, who controls the Bank within the meaning of Section 15 of the Act shall have the same rights to contribution as the Bank.

(e) Static Pool Information. For clarification purposes, in this Section 9 only, it is understood that the terms “Preliminary Prospectus” and “Prospectus” include static pool information required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act.

Section 10. Offering Communications; Free Writing Prospectuses and ABS Informational and Computational Materials.

(a) Except as generally set forth in the applicable Terms Agreement, each Underwriter, severally and not jointly, represents, warrants and agrees with the Bank, the Depositor and the Issuing Entity that it has not distributed and will not distribute any written materials that would be treated as “ABS informational and computational material”, as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”). If the Bank, the Depositor and the Issuing Entity shall have agreed pursuant to the applicable Terms Agreement to the use of any Free Writing Prospectus, the provisions of this Section 10 shall apply with respect thereto.

(b) Each Underwriter, severally and not jointly, represents, warrants and agrees with the Bank, the Depositor and the Issuing Entity that other than the Preliminary Prospectus and the Prospectus, it has not conveyed and will not convey, without the Bank’s prior written approval, to any potential investor in the Notes any other written material of any kind containing any “issuer information” as defined in Rule 433(h)(2) of the Act, that would constitute a “prospectus” or a “free writing prospectus”, each as defined in the Act, including, but not limited to any ABS

26

Informational and Computational Materials; provided, however, each Underwriter may convey to one or more of its potential investors a Free Writing Prospectus containing only information permitted under Rule 134 of the Act, including bona fide estimates of the price range for the Notes and the final price of the Notes and information previously included in the Preliminary Prospectus, as well as a column or other entry showing the status of the subscriptions for each tranche of the Notes and/or expected pricing parameters of the Notes.

(c) Each Underwriter, severally and not jointly, represents and warrants to the Bank, the Depositor and the Issuing Entity that each Free Writing Prospectus prepared by or on behalf of an Underwriter which is not listed on Annex I (each an “Underwriter Free Writing Prospectus”) did not, as of the date such Free Writing Prospectus was conveyed or delivered to any potential investor in the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate information which was publicly available or provided to such Underwriter by the Bank, the Depositor or the Issuing Entity (such information, “Issuing Entity Information”), which information was not corrected by Issuing Entity Information subsequently supplied by the Bank, the Depositor or the Issuing Entity to such Underwriter prior to the Time of Sale.

(d) The Bank, the Depositor, the Issuing Entity and the Underwriters each agrees that any Free Writing Prospectus prepared by it shall contain the legend required by Rule 433 under the Act.

Section 11. Termination. Notwithstanding anything herein contained, this Agreement and the applicable Terms Agreement may be terminated in the absolute discretion of the Representative, by notice given to the Bank, the Depositor and the Issuing Entity, if after the execution and delivery of this Agreement and the applicable Terms Agreement and prior to the Closing Date there shall have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuing Entity, the Depositor or the Bank which, in the judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market System, or any setting of minimum prices for trading on such exchange or market system; (iii) any suspension of trading of any securities of JPMorgan Chase & Co. on any exchange or in the over-the-counter market which materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (iv) any banking moratorium declared by Federal, Delaware or New York authorities; or (v) any outbreak or escalation of major hostilities or armed conflict, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representative, the effect of any such outbreak, escalation, declaration, calamity,

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or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes.

Section 12. Defaulting Underwriter.

(a) If any Underwriter defaults in its obligations to purchase Notes hereunder and the aggregate principal amount of the Notes that such defaulting Underwriter agreed but failed to purchase does not exceed 10% of the total principal amount of such Notes, the Representative may make arrangements satisfactory to the Bank for the purchase of such Notes by other persons, including the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the Notes that such defaulting Underwriter agreed but failed to purchase. If any Underwriter so defaults and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of such Notes and arrangements satisfactory to the Representative and the Bank for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Bank, except as provided in Section 9 of this Agreement. Nothing herein will relieve a defaulting Underwriter from liability for its default.

(b) In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Bank shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Section 13. Reimbursement of Expenses. If for any reason other than as set forth in Section 12 of this Agreement the purchase of the Notes by the Underwriters is not consummated, the Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 7 of this Agreement and the respective obligations of the Bank, the Depositor, the Issuing Entity, and the Underwriters pursuant to Sections 8 and 9 of this Agreement shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clause (ii), (iv) or (v) of Section 11 of this Agreement, the Bank will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) reasonably incurred by them in connection with the offering of the Notes.

Section 14. Notices. Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be given to J.P. Morgan Securities LLC at 383

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Madison Avenue, 31st Floor, New York, NY 10179, Attention: R. Eric Wiedelman, Managing Director, telephone: (212) 834-5658, fax: (212) 834-6564, or to such other address as the Representative may designate in writing to the Bank. Notices to the Bank shall be given to it at 201 North Walnut Street, Wilmington, Delaware 19801, Attention: Todd S. Lehner, Managing Director, telephone: (302) 282-3233, fax: (302) 282-7634 with a copy to JPMorgan Chase & Co., 270 Park Avenue, Floor 10, New York, New York 10017, Attention: Brent Barton, Managing Director—Securitization, telephone: (212) 270-3254, fax: (212) 834-6519. Notices to the Depositor shall be given to it at 201 North Walnut Street, Wilmington, Delaware 19801, Attention: Patricia Garvey, Chief Financial Officer, telephone: (302) 282-6545, fax: (302) 282-7634 with a copy to JPMorgan Chase & Co., 270 Park Avenue, Floor 10, New York, New York 10017, Attention: Brent Barton, Managing Director—Securitization, telephone: (212) 270-3254, fax: (212) 834-6519.

Section 15. Representations of the Underwriters.

(a) Each Underwriter, severally and not jointly, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.

(b) Each Underwriter, severally and not jointly, represents and agrees (i) that it did not, and will not, enter into any contract of sale for any Notes (x) less than three business days after the filing of the Preliminary Prospectus and (y) less than 48 hours after the filing of any Supplement to the Preliminary Prospectus with the Commission in accordance with Rule 424(h)(2), and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, convey to each investor to whom the Notes are sold by it during the period prior to the filing of the Prospectus (as notified to the Underwriters by the Bank), at or prior to the applicable time of any such contract of sale with respect to such investor, the Preliminary Prospectus.

(c) Each Underwriter, severally and not jointly, represents and agrees that: (i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (ii) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity. If specified in the applicable Terms Agreement, it will provide the Issuing Entity

29

with a list of any foreign jurisdictions related to any written confirmations of sales of Notes it has sent.

(d) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter, severally and not jointly, represents and agrees that from and including the date on which the Prospectus Directive is implemented in the Relevant Member State it has not made and will not make an offer of the Notes to the public in that Relevant Member State other than to any legal entity which is a qualified investor as defined in the Prospectus Directive; provided, that no such offer of the Notes shall require the Issuing Entity or an Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this subsection 15(d), (A) the expression an “offer of the Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

(e) Each Underwriter, severally and not jointly, represents that it has not and covenants that it will not provide any oral or written Rating Information (as defined below) to a Note Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from the Bank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a Note Rating Agency, such Underwriter was and is authorized to inform such Note Rating Agency that it will respond to the oral communication with a designated representative from the Bank. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5) including, but not limited to, information about the characteristics and performance of the Receivables.

(f) Each Underwriter, severally and not jointly, represents that, since June 15, 2015, it has not engaged any third-party to provide due diligence services within the

30

meaning of Rule 17g-10(d)(1) under the Exchange Act or obtained any third-party due diligence report within the meaning of Rule 15Ga-2(d) under the Exchange Act with respect to the assets held by the Issuing Entity or the transactions contemplated by this Agreement and the applicable Terms Agreement.

Section 16. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Bank, the Depositor, the Issuing Entity, the Underwriters, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Section 17. Arm’s-Length Transaction. The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank, the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Bank and the Depositor, shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank or the Depositor with respect thereto. Any review by the Underwriters of the Bank, the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank or the Depositor.

Section 18. Limitation on Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely as Owner Trustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure

31

of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any other related documents.

Section 19. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

Section 20. GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES, CLAIMS, CONTROVERSIES, DISAGREEMENTS, ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Section 21. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

SECTION 22. WAIVER OF JURY TRIAL. THE BANK, THE DEPOSITOR AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among the Bank, Chase Card Funding, the Issuing Entity and the Underwriters in accordance with its terms.

Very truly yours,
	CHASE BANK USA, NATIONAL ASSOCIATION, as Sponsor, Servicer and Administrator
	By:	/s/ Todd Lehner
		Name: Todd Lehner
		Title:  Managing Director
	CHASE CARD FUNDING LLC, as Depositor, Transferor and Beneficiary
	By:	/s/ Brent L. Barton
		Name: Brent L. Barton
		Title:   Chief Executive Officer
	CHASE ISSUANCE TRUST
	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
	By:	/s/ Jennifer A. Luce
		Name: Jennifer A. Luce
		Title:  Vice President

Chase Issuance Trust

CHASEseries Underwriting Agreement

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

J.P. MORGAN SECURITIES LLC,

as Underwriter and as Representative

of the Underwriters named in

Schedule I to the applicable Terms Agreement

By:	/s/ Alexander Wiener
	Name: Alexander Wiener
	Title: Executive Director

Chase Issuance Trust

CHASEseries Underwriting Agreement

EXHIBIT A

CHASE ISSUANCE TRUST

CHASESERIES

CLASS [    (201    -     )] NOTES

TERMS AGREEMENT

Dated:

To: CHASE BANK USA, NATIONAL ASSOCIATION (the “Bank”)

Re: Underwriting Agreement dated May 2, 2016

Series Designation:                     

Underwriters:

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Terms Agreement (this “Agreement”) and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein in its entirety and made a part hereof.

Terms of the Class [    (201    -    )] Notes:

Initial Principal Amount Interest Rate or Formula Price to Public

Interest Payment Dates:             ,             ,             and             ,             commencing             ,             .

Indenture: The Fourth Amended and Restated Indenture, dated as of January 20, 2016, as amended, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee, and acknowledged and accepted by the Bank, as Servicer.

Asset Pool One Supplement: The Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016, as amended, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, and acknowledged and accepted by the Bank, as Servicer and Administrator.

Exhibit A-1

Indenture Supplement: The Second Amended and Restated CHASEseries Indenture Supplement, dated as of January 20, 2016, between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Terms Document: The Class [_(201_-_ )] Terms Document, dated as of [            ] [    ], 201    , between Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Transfer and Servicing Agreement: The Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016, as amended, among Chase Card Funding LLC, as Transferor, the Bank, as Servicer, Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Receivables Purchase Agreement: The Receivables Purchase Agreement, dated as of January 20, 2016, between Chase Card Funding LLC and the Bank.

Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued:

[Per Class [    (201    -     )] Notes:             %]

Registration Statement: [             ].

Preliminary Prospectus: [             ].

[Supplement to Preliminary Prospectus: [             ].]

Underwriting Discounts and Commissions, Selling Concessions and Reallowance:

The Underwriters’ discounts and commissions, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Class [ ( 201 - )] Notes, shall be as follows:

Underwriting Discounts and Commissions	Selling Concessions	Reallowance
%	%	%

Underwriters’ Information: The information furnished by the Underwriters through the Representative for purposes of subsection 9(a) of the Underwriting Agreement consists of the chart and the [third] and [            ] paragraphs under the heading “Underwriting” in the Prospectus.

[Reimbursement of Expenses: The Underwriters shall reimburse the Bank for an amount not to exceed $             for application towards expenses.]

Most Recent Quarterly Filing Date:

Exhibit A-2

Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Bank, the Depositor and the Issuing Entity hereby agree that the Closing Date shall be             ,             ,             a.m., New York Time.

Applicable Time: [     ]:[     ] [a./p.]m. (New York Time) on [            ], [        ]

Location of Closing: Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

[Opinion Modifications:]

[Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to subsection 15(c) of the Underwriting Agreement, each Underwriter agrees to provide the Issuing Entity, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).]

Payment for the Notes:

The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Series of Notes set forth opposite their names on Schedule I hereto.

Limitation on Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely as Owner Trustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any other related documents.

Exhibit A-3

J.P. Morgan Securities LLC
As Representative of the
	Underwriters named in
	Schedule I hereto
By:
	Name:
	Title:

Accepted:
CHASE BANK USA, NATIONAL ASSOCIATION
By:
	Name:
	Title:
CHASE CARD FUNDING LLC
By:
	Name:
	Title:
CHASE ISSUANCE TRUST
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity
	but solely as Owner Trustee
By:
	Name:
	Title:

Exhibit A-4

SCHEDULE I

UNDERWRITERS

$             Principal Amount of CHASEseries Class [    (201    -         )] Notes

	Principal Amount
[Names of Underwriters]	$
	$

Annex I

TIME OF SALE INFORMATION

• Preliminary Prospectus, dated as of [                    ], 201[     ].

• [Supplement to the Preliminary Prospectus, dated as of [                    ], 201[     ].]

ANNEX II

ISSUER FREE WRITING PROSPECTUSES

• Ratings FWP, dated [                    ], 201[     ].

• Pricing FWP, dated [                    ], 201[     ].

EX-4.7

Exhibit 4.7

EXECUTION COPY

AMENDED AND RESTATED

ASSET REPRESENTATIONS REVIEW AGREEMENT

between

CHASE BANK USA, NATIONAL ASSOCIATION,

as Sponsor and as Servicer

and

FTI CONSULTING, INC.,

as Asset Representations Reviewer

Dated as of April 29, 2016

TABLE OF CONTENTS

ARTICLE I
USAGE AND DEFINITIONS
Section 1.1.	Usage and Definitions	2
Section 1.2.	Additional Definitions	2
ARTICLE II
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER
Section 2.1.	Engagement; Acceptance	4
Section 2.2.	Confirmation of Status	4
Section 2.3.	Use and Purpose of Reports	4
ARTICLE III
ASSET REPRESENTATIONS REVIEW PROCESS
Section 3.1.	Review Notices	4
Section 3.2.	Identification of Review Assets	5
Section 3.3.	Review Materials	5
Section 3.4.	Performance of Reviews	5
Section 3.5.	Review Reports and Draft Review Reports	6
Section 3.6.	Review Representatives	7
Section 3.7.	Dispute Resolution	7
Section 3.8.	Limitations on Review Obligations	8
ARTICLE IV
ASSET REPRESENTATIONS REVIEWER
Section 4.1.	Representations and Warranties	8
Section 4.2.	Covenants	10
Section 4.3.	Fees and Expenses	12
Section 4.4.	Indemnification by Asset Representations Reviewer	12
Section 4.5.	Indemnification of Asset Representations Reviewer	14
Section 4.6.	Limitation on Liability	15
Section 4.7.	Inspections of Asset Representations Reviewer	15
Section 4.8.	Delegation of Obligations	15
Section 4.9.	Confidential Information	16
Section 4.10.	Personal Information	17

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ARTICLE V
RESIGNATION AND REMOVAL;
SUCCESSOR ASSET REPRESENTATIONS REVIEWER
Section 5.1.	Eligibility Requirements for Asset Representations Reviewer	19
Section 5.2.	Resignation and Removal of Asset Representations Reviewer	19
Section 5.3.	Successor Asset Representations Reviewer	20
Section 5.4.	Merger, Consolidation or Succession	21
ARTICLE VI
OTHER AGREEMENTS
Section 6.1.	Independence of Asset Representations Reviewer	21
Section 6.2.	No Petition	22
Section 6.3.	Termination of Agreement	22
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1.	Amendments	22
Section 7.2.	Assignment; Benefit of Agreement; Third-Party Beneficiaries	22
Section 7.3.	Notices	22
Section 7.4.	GOVERNING LAW	23
Section 7.5.	Submission to Jurisdiction	23
Section 7.6.	WAIVER OF JURY TRIAL	23
Section 7.7.	No Waiver; Remedies	23
Section 7.8.	Severability	23
Section 7.9.	Headings	23
Section 7.10.	Counterparts	23

Schedule A — Representations and Warranties and Review Procedures

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AMENDED AND RESTATED ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of April 29, 2016 (this “Agreement”), between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association, as sponsor (the “Sponsor”) and as servicer (the “Servicer”), and FTI CONSULTING, INC., a Maryland corporation (the “Asset Representations Reviewer”).

RECITALS

WHEREAS, pursuant to a Receivables Purchase Agreement, dated as of January 20, 2016, between Chase Bank USA, National Association (“Chase USA”) and Chase Card Funding LLC (“Chase Card Funding”) (as amended, supplemented or otherwise modified, the “Receivables Purchase Agreement”), Chase USA transfers and Chase Card Funding purchases, from time to time, certain assets existing or arising in designated revolving credit card accounts of Chase USA;

WHEREAS, pursuant to the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016, by and among Chase Card Funding, as transferor (the “Transferor”), Chase Issuance Trust, a Delaware statutory trust (the “Issuing Entity”), the Servicer, and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”) and collateral agent (the “Collateral Agent”) (as amended, supplemented or otherwise modified, the “Transfer and Servicing Agreement”), Chase Card Funding transfers and the Issuing Entity purchases, from time to time, certain assets that are transferred pursuant to the Receivables Purchase Agreement;

WHEREAS, the Issuing Entity and the Indenture Trustee are parties to the Fourth Amended and Restated Indenture, dated as of January 20, 2016 (as amended, supplemented or otherwise modified, the “Indenture”);

WHEREAS, the Issuing Entity intends to offer notes publicly pursuant to a Form SF-3 registration statement;

WHEREAS, pursuant to Section 13.05 of the Indenture, the Sponsor heretofore engaged FTI Consulting, Inc. as asset representations reviewer, the terms of which were set forth in the Asset Representations Review Agreement, dated as of February 17, 2016 (the “Original ARR Agreement”);

WHEREAS, the parties desire to amend and restate the Original ARR Agreement to read in its entirety as set forth below; and

WHEREAS, all conditions precedent to the execution of this Agreement have been complied with.

NOW, THEREFORE, the parties hereto hereby agree that effective on and as of the date hereof, the Original ARR Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1. Usage and Definitions. Capitalized terms used but not defined in this Agreement are defined in the Transfer and Servicing Agreement or the Indenture.

Section 1.2. Additional Definitions. The following terms have the meanings given below:

“Additional Review Materials” means the documents and other materials provided in accordance with subsection 3.3(c).

“ARR Indemnified Person” has the meaning stated in subsection 4.5(a).

“Confidential Information” has the meaning stated in subsection 4.9(b).

“Conflict of Interest” means a conflict of interest, arising from the performance, or proposed performance, by the Asset Representations Reviewer of its obligations under this Agreement and the engagement or proposed engagement of the Asset Representations Reviewer with respect to other obligations or services for or on behalf of the Sponsor, the Servicer or any of their Affiliates (the “Second Matter”), where the performance or proposed performance of the obligations under this Agreement has an adverse effect on FTI Consulting Inc. obtaining an engagement with respect to the Second Matter, provided, that, any conflict of interest can only become a Conflict of Interest if so determined by the Sponsor or such Affiliate in its reasonable discretion, provided, further, that, a conflict of interest arising from the performance by the Working Team of other obligations or services for or on behalf of the Sponsor or the Servicer shall in no event constitute a Conflict of Interest.

“CUSA Indemnified Person” has the meaning stated in subsection 4.4(a).

“Draft Review Report” has the meaning stated in subsection 3.5(a).

“Information Recipients” has the meaning stated in subsection 4.9(a).

“Initial Materials” means the documents and other materials provided in accordance with subsection 3.3(a).

“Insolvency Event” has the meaning stated in subsection 5.2(b)(iv).

“Original ARR Agreement” has the meaning set forth in the Recitals.

“Personal Information” has the meaning stated in subsection 4.10(a).

“Post-Trigger Review Materials” means the documents and other materials provided in accordance with subsection 3.3(b).

“Privacy Regulations” has the meaning stated in subsection 4.10(a).

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“Resignation Condition” means (i) the Asset Representations Reviewer determines that it is not eligible to be an asset representations reviewer under Section 5.1 and delivers to the Sponsor an Opinion of Counsel supporting its determination (unless receipt of such Opinion of Counsel is waived by the Sponsor), (ii) the Asset Representations Reviewer determines that it is legally unable to act or perform its obligations under this Agreement and there is no reasonable action it could take to make the performance of its obligations under this Agreement permitted under applicable law and delivers to the Sponsor an Opinion of Counsel supporting its determination (unless receipt of such Opinion of Counsel is waived by the Sponsor), (iii) there exists an Unresolved Conflict of Interest or (iv) an amount is due and unpaid under this Agreement (including an uncontested amount due in respect of indemnification) for ninety (90) calendar days after notice from the Asset Representations Reviewer to the Sponsor of the amount due and owing.

“Review” means the performance by the Asset Representations Reviewer of the testing procedures comprising each Review Procedure with respect to each Review Asset in accordance with Section 3.4.

“Review Asset” has the meaning stated in Section 3.2.

“Review Materials” has the meaning stated in subsection 3.3(c).

“Review Procedure” has the meaning stated in subsection 3.4(a).

“Review Procedure Complete” has the meaning stated in subsection 3.4(c).

“Review Procedure Fail” has the meaning stated in subsection 3.4(a).

“Review Procedure Pass” has the meaning stated in subsection 3.4(a).

“Review Report” means, for a Review, the report of the Asset Representations Reviewer as described in subsection 3.5(c).

“Servicer” means Chase Bank USA, National Association, a national banking association, and any successors or assigns.

“Sponsor” means Chase Bank USA, National Association, a national banking association, and any successors or assigns.

“Third-Party Contractors” has the meaning stated in Section 4.8.

“Unresolved Conflict of Interest” means a Conflict of Interest that has not been resolved by the parties, including by means of waivers or ethical walls, within thirty (30) days of the receipt of written notice by the Sponsor and the Servicer from the Asset Representations Reviewer of such Conflict of Interest, as so determined by the Sponsor and the relevant Affiliate, in their reasonable discretion; provided, that upon such determination, the Sponsor shall provide written notice of the occurrence of an Unresolved Conflict of Interest to the Asset Representations Reviewer.

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“Working Team” means Hansol Kim, Vincent Varca and the other employees of FTI Consulting, Inc. that are assigned to the engagement described in this Agreement.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1. Engagement; Acceptance. The Sponsor engages FTI Consulting, Inc. to act as the asset representations reviewer for the Issuing Entity pursuant to the Indenture. FTI Consulting, Inc. accepts the engagement and agrees to perform the obligations of the asset representations reviewer, including conducting a review of the underlying assets of the Issuing Entity for compliance with representations and warranties on the pool assets, in accordance with the terms set forth in this Agreement.

Section 2.2. Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) confirming that the conditions in subsection 13.05(b) of the Indenture have been satisfied, (b) reviewing the assets for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of any contractual provision under the Transaction Documents.

Section 2.3. Use and Purpose of Reports. Except as otherwise provided herein, any information provided, any Draft Review Report or any Review Report issued by the Asset Representations Reviewer is provided solely for the use and benefit of the Sponsor and the Servicer for the purposes provided in this Agreement, the Transfer and Servicing Agreement and the Indenture. Unless required by law or in accordance with the terms set forth in this Agreement, the Sponsor and the Servicer shall not provide to any third-party any information provided, any Draft Review Report or any Review Report, or refer to the Asset Representations Reviewer or its obligations under this Agreement, without the prior written consent of the Asset Representations Reviewer, which shall be conditioned on the execution of a third-party release letter in the form provided by the Asset Representations Reviewer. Notwithstanding the foregoing, (i) the Asset Representations Reviewer may deliver any Review Report to the Indenture Trustee, the Transferor, the Issuing Entity and other parties as described in Section 3.5, (ii) each of the Issuing Entity, the Sponsor and the Servicer may inform the Commission and any other regulator that they are working with FTI Consulting, Inc. as the asset representation reviewer and FTI Consulting, Inc. may be referenced in any prospectus filed by or on behalf of the Issuing Entity, (iii) this Agreement may be filed as an exhibit to the Issuing Entity’s Registration Statement on Form SF-3 and (iv) a summary of any Review Report may be included in the Issuing Entity’s Form 10-D report for the Monthly Period in which the Review Report is received.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1. Review Notices. If the conditions in subsection 13.05(b) of the Indenture occur and upon receipt of a Review Notice, substantially in the form attached to the Indenture,

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from the Indenture Trustee pursuant to subsection 13.05(b) of the Indenture, the Asset Representations Reviewer will commence a Review. The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received.

Section 3.2. Identification of Review Assets. Within ten (10) Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Accounts (identified by the account reference numbers on the Servicer’s computer records) to be reviewed (the “Review Assets”), which shall be the Accounts with Receivables that are sixty (60) or more days past due as reported in the most recent Form 10-D of the Issuing Entity.

Section 3.3. Review Materials.

(a) Initial Materials. The Servicer shall provide documents and materials with respect to the Accounts and the Receivables to the Asset Representations Reviewer in connection with the engagement of the Asset Representations Reviewer. The Servicer will endeavor to provide the Asset Representations Reviewer with notice of any material change to the materials provided as soon as practicable and as mutually agreed by the parties. The materials provided pursuant to this subsection shall be referred to as the “Initial Materials.”

(b) Post-Trigger Review Materials. Materials provided after the delivery of a Review Notice (the “Post-Trigger Review Materials”), supplemental to the Initial Materials, will be made available by the Servicer to the Asset Representations Reviewer for the Review within sixty (60) days after receipt by the Asset Representations Reviewer of the Review Notice in one or more of the following ways: (i) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, including the ability to print posted materials, (ii) by providing originals or photocopies via electronic mail or at an office of the Servicer where the Post-Trigger Review Materials are located or (iii) in another manner agreed to by the Sponsor, the Servicer and the Asset Representations Reviewer.

(c) Additional Review Materials. The Asset Representations Reviewer will notify the Servicer if any documents or materials (the “Additional Review Materials”), in addition to the Initial Materials and the Post-Trigger Review Materials, are necessary in order to perform a Review Procedure. The Servicer will have fifteen (15) days to provide the Asset Representations Reviewer with the Additional Review Materials or other documents or information that are deemed necessary to facilitate the performance of a Review Procedure. It is the intention of the Sponsor and the Servicer that the Initial Materials, the list of Review Assets, the Post-Trigger Review Materials and any Additional Review Materials (collectively, the “Review Materials”) not contain any Personal Information.

Section 3.4. Performance of Reviews.

(a) Review Procedures. The Asset Representations Reviewer, using the Review Materials provided by the Servicer, will perform each of the procedures listed under “Review Procedures” on Schedule A for each asset related representation and warranty listed on Schedule A (each, a “Review Procedure”), which are designed to determine instances of non-compliance with asset related representations and warranties. The Asset Representations Reviewer will

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perform the Review Procedures in good faith and in a manner consistent with the level of skill and diligence that it employs in reviews of credit card receivables, loans or other similar comparable materials for other clients in the normal course of business. For each Review Procedure, the Asset Representations Reviewer will determine in its reasonable judgment if the Review Procedure has been satisfied (a “Review Procedure Pass”) or if the Review Procedure has not been satisfied (a “Review Procedure Fail”).

(b) Review Period. The Asset Representations Reviewer will complete the Review within sixty (60) days after receiving the Post-Trigger Review Materials under subsection 3.3(b). However, if Additional Review Materials are provided to the Asset Representations Reviewer under subsection 3.3(c), the Review period will end on the later of the end of the initial sixty (60) day period and the thirtieth (30^th) day following receipt of the Additional Review Materials.

(c) Completion of Review for Certain Review Assets. Following the delivery of the list of the Review Assets and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Asset is purchased from the Issuing Entity by the Transferor or the Servicer in accordance with the Transfer and Servicing Agreement. On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Review Procedures with respect to such asset and the Review of such asset will be considered complete (a “Review Procedure Complete”).

(d) Previously Reviewed Asset; Duplicative Review Procedures. If any Review Asset was included in a prior Review, the Asset Representations Reviewer may use any information that was previously delivered to it and findings from the prior review to assist in the current Review. If the same Review Procedure is required for more than one representation or warranty listed on Schedule A, the Asset Representations Reviewer will only perform the Review Procedure once but will report the results of the Review Procedure for each applicable representation or warranty on the Review Report.

Section 3.5. Review Reports and Draft Review Reports.

(a) Review Report. In the event that the Asset Representations Reviewer determines that there is no Review Procedure Fail for any Review Procedure in connection with a Review, within ten (10) Business Days after the completion of the Review, the Asset Representations Reviewer will deliver to the Sponsor, the Servicer, the Transferor, the Issuing Entity and the Indenture Trustee a Review Report (the “Review Report”) indicating the finding for each Review Procedure.

(b) Draft Review Report. In the event that the Asset Representations Reviewer determines there is a Review Procedure Fail for any Review Procedure, the Asset Representations Reviewer will, within ten (10) Business Days after the completion of the Review, deliver to the Sponsor and the Servicer a preliminary report (a “Draft Review Report”) with respect to such Review Procedure, and the Servicer may provide Additional Review Materials and/or provide clarification regarding previously provided materials, within fifteen (15) Business Days of receiving the Draft Review Report in order to resolve any Review

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Procedure Fail. The Asset Representations Reviewer will deliver a final Review Report to the Sponsor, the Servicer, the Transferor, the Issuing Entity and the Indenture Trustee within ten (10) Business Days of receipt of such Additional Review Materials and/or clarification from the Servicer.

(c) Review Report Content. The Review Report will contain a summary of the Review results to be included in the Issuing Entity’s Form 10-D report for the Monthly Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any Personal Information. Upon reasonable request of the Sponsor or the Servicer, the Asset Representations Reviewer will provide additional detail on the Review results.

Section 3.6. Review Representatives.

(a) Sponsor Representative. The Sponsor will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about the Review Materials, obtaining Additional Review Materials and/or providing clarification of any Review Materials or Review Procedures.

(b) Asset Representations Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be available to the Sponsor and the Servicer during the performance of a Review.

(c) Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to respond to questions or requests for clarification of any Review Report from the Sponsor or the Servicer, until three (3) years after the delivery of the Review Report. In the event no Review is conducted, the Asset Representations Reviewer will make appropriate personnel available to respond to questions or requests from the Sponsor or the Servicer, until one (1) year after the termination of this Agreement. In no event will the Asset Representations Reviewer have an obligation to respond to questions or requests for clarification from Noteholders or any other Person, and will direct inquiries from such Persons to the Servicer.

Section 3.7. Dispute Resolution. If an asset that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 13.06 of the Indenture, the Asset Representations Reviewer will participate in the dispute resolution proceeding, solely in its capacity as Asset Representations Reviewer as described in this Agreement, upon the reasonable request of the Sponsor or the transaction participant who initiated the repurchase request. For the avoidance of doubt, the participation of the Asset Representations Reviewer in any such dispute resolution shall be limited to the Review Procedures conducted and the Review Reports issued by the Asset Representations Reviewer with respect to such asset in accordance with the terms of this Agreement. The reasonable expenses of the Asset Representations Reviewer (which shall include compensation at its then-hourly rate and out-of-pocket expenses) for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute

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resolution in accordance with Section 13.06 of the Indenture. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Sponsor in accordance with subsection 4.3(d).

Section 3.8. Limitations on Review Obligations.

(a) Review Process Limitations. The Asset Representations Reviewer is not obligated to and shall not undertake to:

(i) determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct a Review under the Indenture, and is entitled to rely on the information in any Review Notice delivered by the Indenture Trustee;

(ii) determine which assets are subject to a Review, and is entitled to rely on the lists of Review Assets provided by the Servicer without further investigation;

(iii) obtain or confirm the validity of the Review Materials and shall not have any liability for any errors in the Review Materials and may rely on the accuracy and completeness of the Review Materials;

(iv) obtain Additional Review Materials from any party or any other source;

(v) take any action or cause any other party to take any action under any of the Transaction Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Review Assets; or

(vi) determine the reason for the delinquency of any asset, the creditworthiness of any Obligor, the overall quality of the assets or the compliance by the Servicer with its covenants under the Transfer and Servicing Agreement.

(b) The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion or to make legal determinations or conclusions.

(c) Review Procedure Limitations. The Asset Representations Reviewer will only be required to perform the procedures listed under “Review Procedures” in Schedule A. Any amendments to the Review Procedures will be implemented as provided in Section 7.1.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1. Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Sponsor and the Servicer as of the date hereof:

(a) Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a corporation in good standing under the laws of the state of Maryland. The Asset Representations Reviewer is qualified as a foreign corporation in good

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standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b) Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c) No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d) No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e) Eligibility. The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.

(f) Intellectual Property. The Asset Representations Reviewer owns or has the right to use all software, designs, utilities, tools, models, systems and other methodologies and know-how that the Asset Representations Reviewer may use in performing its obligations under this Agreement and such usage shall not infringe upon the rights of any third party or violate any applicable law.

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Section 4.2. Covenants. The Asset Representations Reviewer covenants and agrees that:

(a) Eligibility. It will notify the Sponsor and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

(b) Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each Review Procedure. The Asset Representations Reviewer will maintain adequate staff to fulfill its responsibilities, and may employ or use the services of subsidiaries and Third-Party Contractors which meet the eligibility requirements of Section 5.1 who are properly trained to conduct Reviews as required by this Agreement and subject to Section 4.8.

(c) Maintenance of Review Materials. It will maintain copies of any Review Materials, including internal correspondence and work papers, for a period of at least one (1) year after the termination of this Agreement. If a Review has ever taken place during the term of this Agreement, it will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of at least five (5) years after the termination of this Agreement.

(d) Review Procedures Audit. The Asset Representations Reviewer will maintain an audit trail for the Review Materials received, the Review Procedures performed and any determinations made in connection with a Review.

(e) Information to Be Provided. The Asset Representations Reviewer shall, within 30 calendar days after the end of each calendar quarter, provide to the Sponsor information regarding the Asset Representations Reviewer for purposes of compliance with Items 1109(b), 1117 and 1119 of Regulation AB. As promptly as practicable following notice to or discovery by the Asset Representations Reviewer of any material changes to the most recently provided information for purposes of compliance with Items 1117, 1109(b) or 1119 of Regulation AB, the Asset Representations Reviewer shall provide to the Sponsor, in writing, notice of such material changes. Such information shall include:

(i) the Asset Representations Reviewer’s name and form of organization;

(ii) a description of the extent to which the Asset Representations Reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities transactions involving credit card receivables;

(iii) a description of any affiliation between the Asset Representations Reviewer and any of the following parties to a securitization transaction, as such parties are identified by name to the Asset Representations Reviewer by the Sponsor no later than the end of the relevant calendar quarter:

(1) the Sponsor;

(2) the Depositor;

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(3) the Issuing Entity;

(4) the Servicer;

(5) the Indenture Trustee;

(6) the Owner Trustee;

(7) any person hired by the Sponsor or an underwriter to perform due diligence on the Receivables; and

(8) any other material transaction party.

In connection with each Report on Form 10-K with respect to the Notes and each Report on Form 10-D with respect to the Notes filed by or on behalf of the Depositor, the Asset Representations Reviewer shall be deemed to represent and warrant, as of the date that is fifteen (15) days prior to the filing date of each calendar year for the Issuing Entity’s Report on Form 10-K with respect to the information most recently provided by the Asset Representations Reviewer for the purposes of compliance with Items 1109(b), 1117 and 1119 of Regulation AB, and as of the related Payment Date for each Report on Form 10-D and the Time of Sale and Closing Date (as such terms are respectively defined in the applicable Underwriting Agreement) in connection with any sale of Notes with respect to the information most recently provided by the Asset Representations Reviewer for the purposes of compliance with Items 1109(b), 1117 and 1119, that such information is materially correct and does not have any material omissions, unless the Asset Representations Reviewer has provided an update to such information.

(f) Opinion of Counsel. As of the date of the Original ARR Agreement, the Asset Representations Reviewer has provided an opinion of counsel, which may be an opinion of in-house counsel, addressed to the Servicer, the Indenture Trustee, the Transferor, the Owner Trustee, the Issuing Entity and J.P. Morgan Securities LLC, as an underwriter and as representative of the underwriters of the Notes, to the effect that:

(i) the Asset Representations Reviewer is validly existing and in good standing as a corporation under the laws of the State of Maryland and has the power and authority to transact the business in which it is now engaged and to enter into and to perform all of its obligations under this Agreement;

(ii) the execution, delivery and performance by the Asset Representations Reviewer of this Agreement and the consummation by the Asset Representations Reviewer of the services contemplated hereby have been duly authorized by all necessary corporate action;

(iii) this Agreement has been duly and validly executed and delivered by the Asset Representations Reviewer; and

(iv) the execution and delivery by the Asset Representations Reviewer of this Agreement and the consummation of the services contemplated hereby will not conflict with, result in a breach of any of the terms and provisions of, or constitute (with

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or without notice or lapse of time) a default under (A) the by-laws of the Asset Representations Reviewer, (B) to such counsel’s knowledge, any material indenture, contract, lease, mortgage, deed of trust or other instrument of agreement to which the Asset Representations Reviewer is a party or by which the Asset Representations Reviewer is bound or (C) to such counsel’s knowledge, any judgment, writ, injunction, decree, order or ruling of any court or governmental authority having jurisdiction over the Asset Representations Reviewer.

Section 4.3. Fees and Expenses.

(a) Upfront and Annual Fees. The Sponsor will pay to the Asset Representations Reviewer, as compensation for agreeing to act as the asset representations reviewer under this Agreement, a one-time upfront fee and an annual fee as described in a letter agreement between the Sponsor and the Asset Representations Reviewer. The annual fee will be paid as agreed by the Sponsor and the Asset Representations Reviewer until this Agreement is terminated.

(b) Review Fee. Following the completion of a Review and the delivery to the Indenture Trustee, the Issuing Entity, the Transferor, the Sponsor and the Servicer of the Review Report, and the delivery to the Sponsor of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee as described in a letter agreement between the Asset Representations Reviewer and the Sponsor.

(c) Reimbursement of Expenses. If the Issuing Entity or the Servicer provides access to the Review Materials at one of its properties, the Sponsor will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review upon receipt of a detailed invoice. In addition, the Sponsor will reimburse the Asset Representations Reviewer for its reasonable out-of-pocket expenses in conducting a Review, including the reasonable fees and expenses of its legal counsel, upon receipt of a detailed invoice.

(d) Dispute Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within one hundred eighty (180) days after the end of the proceeding, the Sponsor will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice.

Section 4.4. Indemnification by Asset Representations Reviewer.

(a) Indemnification. The Asset Representations Reviewer will indemnify each of the Issuing Entity, the Sponsor, the Servicer, the Transferor and the Affiliates of the Issuing Entity, the Sponsor, the Servicer and the Transferor involved in the Sponsor’s credit card business or the Issuing Entity’s credit card securitization program, and any of their respective officers, directors, agents and employees (collectively “CUSA Indemnified Persons”) from and against any and all claims, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation) arising out of or relating to (x) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in the performance of its obligations under this Agreement or (y) the Asset Representations Reviewer’s breach of any of

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its representations, warranties or covenants in this Agreement, except to the extent that any such claim, liability, obligation, damage, cost or expense shall have been determined by final non-appealable order of a court of competent jurisdiction to have resulted from the fraud, bad faith, gross negligence or willful misconduct of any of the CUSA Indemnified Persons in respect of whom such liability is asserted.

(b) Proceedings. Promptly on receipt by a CUSA Indemnified Person of notice of its involvement in any action, proceeding or investigation, as to which such CUSA Indemnified Person may be entitled to indemnification under this Section 4.4, such CUSA Indemnified Person shall notify the Asset Representations Reviewer in writing of such involvement; provided, however, that failure to give such notice shall not affect the obligations of the Asset Representations Reviewer hereunder, except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses or otherwise) by such failure. If a CUSA Indemnified Person is entitled to indemnification under this Agreement with respect to any action or proceeding brought by a third-party that is also brought against the Asset Representations Reviewer, the Asset Representations Reviewer shall have the right but not the obligation to assume the defense of any such action or proceeding with counsel reasonably satisfactory to such CUSA Indemnified Person.

(i) Upon assumption by the Asset Representations Reviewer of the defense of any such action or proceeding, the CUSA Indemnified Person shall have the right to participate in such action or proceeding and retain its own counsel; provided, however, that the Asset Representations Reviewer shall not be liable for any legal fees and expenses subsequently incurred by such CUSA Indemnified Person in connection with its retention of its own counsel unless (A) the Asset Representations Reviewer has agreed in writing to pay such fees and expenses, (B) the Asset Representations Reviewer shall have failed to employ counsel reasonably satisfactory to the CUSA Indemnified Person in a timely manner, or (C) the CUSA Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Asset Representations Reviewer and the CUSA Indemnified Person that make joint representation improper. Without affecting its rights to indemnification hereunder, the CUSA Indemnified Person shall have the right to re-assume its own defense should the Asset Representations Reviewer be unable to retain and/or maintain competent counsel with relevant experience for any reason, including its inability or unwillingness to pay legal fees to such counsel.

(ii) The Asset Representations Reviewer shall not settle, compromise or consent to the entry of judgment in any pending or threatened claim, action or proceeding in respect of which it is defending a CUSA Indemnified Person without the consent of such CUSA Indemnified Person, unless such settlement, compromise or consent includes an unconditional release of such CUSA Indemnified Person from all liability arising out of such claim, action or proceeding.

(c) Survival of Obligations. The Asset Representations Reviewer’s obligations under this Section 4.4 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

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(d) Repayment. If the Asset Representations Reviewer makes any payment under this Section 4.4 and the CUSA Indemnified Person later collects any of the amounts for which the payments were made to it from others, the CUSA Indemnified Person will promptly repay the amounts to the Asset Representations Reviewer, as applicable.

Section 4.5. Indemnification of Asset Representations Reviewer.

(a) Indemnification. The Sponsor will indemnify and hold harmless the Asset Representations Reviewer and any of its officers, directors, agents and employees (collectively, “ARR Indemnified Persons”) from and against any and all claims, liabilities, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation) arising out of or relating to the retention of the Asset Representations Reviewer and the performance of its obligations under this Agreement, except to the extent that any such claim, liability, obligation, damage, cost or expense (i) shall have been determined by a final non-appealable order of a court of competent jurisdiction to have resulted from the fraud, bad faith, gross negligence or willful misconduct of any of the ARR Indemnified Persons in respect of whom such liability is asserted or (ii) shall arise pursuant to the Asset Representations Reviewer’s obligation to indemnify CUSA Indemnified Persons under Section 4.4.

(b) Proceedings. Promptly on receipt by an ARR Indemnified Person of notice of its involvement in any action, proceeding or investigation, as to which such ARR Indemnified Person may be entitled to indemnification under this Section 4.5, such ARR Indemnified Person shall notify the Sponsor in writing of such involvement; provided, however, that failure to give such notice shall not affect the obligations of the Sponsor hereunder, except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses or otherwise) by such failure. If an ARR Indemnified Person is entitled to indemnification under this Agreement with respect to any action or proceeding brought by a third-party that is also brought against the Sponsor, the Sponsor shall have the right but not the obligation to assume the defense of any such action or proceeding with counsel reasonably satisfactory to such ARR Indemnified Person.

(i) Upon assumption by the Sponsor of the defense of any such action or proceeding, the ARR Indemnified Person shall have the right to participate in such action or proceeding and retain its own counsel; provided, however, that the Sponsor shall not be liable for any legal fees and expenses subsequently incurred by such ARR Indemnified Person in connection with its retention of its own counsel unless (A) the Sponsor has agreed in writing to pay such fees and expenses, (B) the Sponsor shall have failed to employ counsel reasonably satisfactory to the ARR Indemnified Person in a timely manner, or (C) the ARR Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Sponsor and the ARR Indemnified Person that make joint representation improper. Without affecting its rights to indemnification hereunder, the Asset Representations Reviewer shall have the right to re-assume its own defense should the Sponsor be unable to retain and/or maintain competent counsel with relevant experience for any reason, including its inability or unwillingness to pay legal fees to such counsel.

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(ii) The Sponsor shall not settle, compromise or consent to the entry of judgment in any pending or threatened claim, action or proceeding in respect of which it is defending an ARR Indemnified Person without the consent of such ARR Indemnified Person, unless such settlement, compromise or consent includes an unconditional release of such ARR Indemnified Person from all liability arising out of such claim, action or proceeding.

(c) Survival of Obligations. The Sponsor’s obligations under this Section 4.5 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

(d) Repayment. If the Sponsor makes any payment under this Section 4.5 and the ARR Indemnified Person later collects any of the amounts for which the payments were made to it from others, the ARR Indemnified Person will promptly repay the amounts to the Sponsor, as applicable.

Section 4.6. Limitation on Liability. In no event shall either the Asset Representations Reviewer or the Sponsor be liable for consequential, indirect or punitive damages, damages for lost profits or opportunities or other like damages or claims of any kind, even if the Asset Representations Reviewer or the Sponsor, as the case may be, has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.7. Inspections of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice, it will permit authorized representatives of the Sponsor or the Servicer, during the Asset Representations Reviewer’s normal business hours, to examine and review the records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement or (b) the protection of Confidential Information; provided, that, such examination or review shall be conducted not more than once in any twelve month period. In addition, the Asset Representations Reviewer will permit the Sponsor’s or the Servicer’s representatives to conduct inspections as set forth in subsection 4.10(f) and to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Sponsor and the Servicer will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law, any applicable regulator or under this Agreement.

Section 4.8. Delegation of Obligations. The obligations of the Asset Representations Reviewer under this Agreement may be performed by the Asset Representations Reviewer or by any subsidiary of the Asset Representations Reviewer, as the Asset Representations Reviewer shall reasonably determine. The Asset Representations Reviewer may also perform its obligations through its or its subsidiaries’ agents or independent contractors (collectively, “Third-Party Contractors”), subject to previous approval by the Sponsor and the Servicer. References herein to the Asset Representations Reviewer and its employees shall be deemed to apply also, unless the context shall otherwise indicate, to employees of each such subsidiary and to any such Third-Party Contractors and their employees. The Asset Representations Reviewer shall be responsible for the performance of any of its subsidiaries and Third-Party Contractors and any breach of this Agreement by any subsidiary of the Asset Representations Reviewer and

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the Third-Party Contractors. The Asset Representations Reviewer shall be fully responsible for the payment of any cost or expense of any such Third-Party Contractor or subsidiary in performing any service hereunder. The Asset Representations Reviewer shall inform the subsidiaries of the Asset Representations Reviewer performing services hereunder and the Third-Party Contractors of the confidentiality provisions contained in Section 4.9 and Section 4.10.

Section 4.9. Confidential Information.

(a) Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement, as well as any Initial Materials previously provided, in confidence and under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Sponsor and the Servicer, be disclosed or used by the Asset Representations Reviewer, any of its Affiliates, and its and its Affiliates’ officers, directors, principals, shareholders, agents, independent contractors, employees and legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Reviews or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Issuing Entity or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b) Definition. “Confidential Information” means all oral, written and electronic Review Materials (irrespective of its source or form of communication) furnished before, on or after the date of the Original ARR Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including but not limited to:

(i) lists of Review Assets;

(ii) origination and servicing guidelines, policies and procedures, and form contracts; and

(iii) notes, analyses, compilations, studies or other documents or records prepared by the Sponsor or the Servicer, which contain information supplied by or on behalf of the Issuing Entity, the Sponsor or the Servicer or its representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Sponsor or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuing Entity, the Sponsor or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Sponsor or the Servicer provides permission to the applicable Information Recipients to release.

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(c) Protection. The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personal Information is also subject to the additional requirements in Section 4.10.

(d) Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Sponsor and the Servicer with prompt notice of the requirement and will cooperate, at the Sponsor’s expense, in the Sponsor’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Sponsor is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e) Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by its Information Recipients.

(f) Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Sponsor and the Servicer and the Sponsor and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Sponsor and the Servicer to enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

(g) Internal Quality Reviews. Notwithstanding subsection 4.9(a), FTI Consulting, Inc. may disclose any Confidential Information referred to in subsection 4.9(b) to any other Affiliate for internal quality reviews; provided that such Affiliate will be subject to the confidentiality provisions of Section 4.9.

Section 4.10. Personal Information.

(a) Use of Personal Information. In addition to the requirements set forth in Section 4.9 regarding Confidential Information, if the Asset Representations Reviewer receives, creates, has access to or processes personal information protected by applicable laws restricting collection, use, disclosure, processing and free movement of personal data (collectively, the “Privacy Regulations”) (“Personal Information”) from the Sponsor, the Servicer or their Affiliates, the Asset Representations Reviewer will be subject to the Privacy Regulations. Each of the Sponsor and the Servicer agree that they do not intend to share, provide or supply Personal Information to the Asset Representations Reviewer and that the provisions of this Section 4.10 apply only if Personal Information is inadvertently shared, provided or supplied or if requested by the Asset Representations Reviewer to perform its duties and obligations under subsection 3.3(c). The Privacy Regulations include but are not limited to the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time,

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issued pursuant to the Gramm-Leach-Bliley Act of 1999 (15 USC 6801, et seq.), and applicable implementing legislation. The Asset Representations Reviewer agrees that it will be responsible for complying with the Privacy Regulations with respect to the Asset Representations Reviewer, any of its subsidiaries or representatives and any Third-Party Contractors providing services under this Agreement. The Sponsor, the Servicer and their Affiliates do not grant the Asset Representations Reviewer any rights to Personal Information except as provided in this Agreement. The Asset Representations Reviewer will use Personal Information only to perform its obligations under this Agreement or as specifically directed in writing by the Sponsor or the Servicer, and will only reproduce Personal Information to the extent necessary for these purposes.

(b) Protection of Personal Information. The Asset Representations Reviewer will protect and secure Personal Information. The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Personal Information, (ii) ensure against anticipated threats or hazards to the security or integrity of Personal Information, (iii) protect against unauthorized access to or use of Personal Information and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c) Additional Limitations. In addition to the use and protection requirements described in subsection 4.10(a) and subsection 4.10(b), the Asset Representations Reviewer’s disclosure of Personal Information is also subject to the following requirements:

(i) The Asset Representations Reviewer will not disclose Personal Information to its, or its Third-Party Contractors’, personnel or allow its, or its Third-Party Contractors’, personnel access to Personal Information except (A) for the Asset Representations Reviewer personnel who require Personal Information to perform a Review, including any subsidiaries or Third-Party Contractors, (B) with the prior consent of the Sponsor and the Servicer or (C) as required by applicable law. When permitted, the disclosure of or access to Personal Information will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Personal Information of the confidentiality requirements in this Agreement and train its personnel with access to Personal Information on the proper use and protection of Personal Information.

(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Personal Information with or to any third-party without the prior consent of the Sponsor and the Servicer.

(d) Notice of Breach. The Asset Representations Reviewer will notify the Sponsor and the Servicer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or

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integrity of Personal Information and, where applicable, immediately take action to prevent any further breach.

(e) Return or Disposal of Personal Information. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Sponsor and the Servicer, all Personal Information in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Sponsor or the Servicer, returned to the Sponsor without the Asset Representations Reviewer retaining any actual or recoverable copies. Where the Asset Representations Reviewer retains Personal Information, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Personal Information to that required by applicable law.

(f) Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Sponsor and the Servicer regarding the Asset Representations Reviewer’s compliance with this Section 4.10, including, with respect to any Personal Information which has not been destroyed or returned to the Sponsor (without retaining any actual or recoverable copies), permitting authorized representatives of the Servicer or Sponsor to conduct ongoing inspections of the type described in Section 4.7. The Asset Representations Reviewer and the Sponsor and the Servicer agree to modify this Section 4.10 as necessary for either party to comply with applicable law.

(g) Affiliates and Third Parties. If the Asset Representations Reviewer processes Personal Information of a third-party or Affiliate of the Sponsor and the Servicer when performing a Review, and if such Affiliate or third-party is identified to the Asset Representations Reviewer, such Affiliate or third-party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third-party. The Affiliate or third-party may enforce the Personal Information related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER

Section 5.1. Eligibility Requirements for Asset Representations Reviewer. The Asset Representations Reviewer shall be a Person who (a) is not affiliated with the Issuing Entity, the Sponsor, the Servicer, the Transferor, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Issuing Entity, the Sponsor, the Servicer or any underwriter to perform any due diligence on the assets prior to the date of any issuance of Notes by the Issuing Entity.

Section 5.2. Resignation and Removal of Asset Representations Reviewer.

(a) No Resignation.

(i) The Asset Representations Reviewer shall not resign as asset representations reviewer during the period beginning on the date hereof and ending on

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the second anniversary of the date hereof unless a Resignation Condition has occurred. In addition, unless the Resignation Condition specified in clause (i) or (ii) of the definition thereof has occurred, the Asset Representation Reviewer shall not resign (x) within one hundred fifty (150) days following the latest occurrence of a Delinquency Trigger Breach, and (y) if a Review Notice has been received by the Asset Representations Reviewer, until after the completion of the Review and the delivery by the Asset Representations Reviewer of a Review Report pursuant to Section 3.5.

(ii) The Asset Representations Reviewer shall not resign as asset representations reviewer unless the Asset Representations Reviewer has provided sixty (60) calendar day’s written notice (or such shorter notice period as the parties to this Agreement may agree) to the Sponsor, the Servicer, the Transferor, the Issuing Entity and the Indenture Trustee.

(b) Removal. If any of the following events occur, the Sponsor, by notice to the Asset Representations Reviewer, may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;

(ii) the Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement;

(iii) the Asset Representations Reviewer becomes legally unable to act or perform its obligations in this Agreement; or

(iv) the Asset Representations Reviewer consents to the appointment of a bankruptcy trustee or conservator or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or conservator or receiver or liquidator for the winding-up or liquidation of its affairs is entered against the Asset Representations Reviewer (an “Insolvency Event”).

(c) Notice of Resignation or Removal. The Sponsor will notify the Issuing Entity, the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d) Continue to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor asset representations reviewer has accepted its engagement in accordance with subsection 5.3(b).

Section 5.3. Successor Asset Representations Reviewer.

(a) Engagement of Successor Asset Representations Reviewer. Following the notice of resignation or removal of the Asset Representations Reviewer, the Sponsor will use commercially reasonable efforts to engage a successor asset representations reviewer who meets

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the eligibility requirements of Section 5.1, within ninety (90) calendar days of such notice. If no successor asset representations reviewer has been appointed by the ninetieth (90^th) day after notice of resignation or removal of the Asset Representations Reviewer, the Asset Representations Reviewer shall be entitled to petition a court of competent jurisdiction for the appointment of a successor asset representations reviewer that meets the eligibility requirements of Section 5.1 and has relevant experience as an asset representations reviewer.

(b) Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor asset representations reviewer has executed and delivered to the Sponsor an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Sponsor on substantially the same terms as this Agreement.

(c) Transition and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Sponsor and take all actions reasonably requested to assist the Sponsor in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor asset representations reviewer, including, but not limited to, (i) transferring all Review Materials to the successor asset representations reviewer, (ii) returning or destroying all Confidential Information in its possession and (iii) making appropriate personnel available to respond to questions or requests from the Sponsor or the Servicer, for a period of one (1) year after the effective date of its resignation or removal. The resigning or terminated Asset Representations Reviewer shall bear its own costs and expenses in (x) ceasing to be an Asset Representations Reviewer hereunder and (y) assisting the Sponsor in making an orderly transition of the Asset Representations Reviewer’s obligations under this Agreement as described above. In no event will the Asset Representations Reviewer be responsible for the costs and expenses of the successor asset representations reviewer.

Section 5.4. Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, upon receipt of the prior written consent of the Sponsor, in its sole discretion, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Sponsor an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement.

ARTICLE VI

OTHER AGREEMENTS

Section 6.1. Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Sponsor, the Servicer or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless authorized by the Sponsor and the Servicer, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Sponsor and the Servicer and will not be considered an agent

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of the Sponsor and the Servicer. Nothing in this Agreement will make the Asset Representations Reviewer and any of the Sponsor and the Servicer members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2. No Petition. Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Transferor or by the Issuing Entity or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against the Transferor or the Issuing Entity, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.

Section 6.3. Termination of Agreement. This Agreement will terminate, except for the obligations under subsection 3.6(c), subsections 4.2(c) and (d), Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.10, and Section 6.2 on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuing Entity is terminated under the Trust Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Amendments. This Agreement may be amended at any time by mutual agreement of the parties hereto evidenced in writing.

Section 7.2. Assignment; Benefit of Agreement; Third-Party Beneficiaries.

(a) Assignment. Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Sponsor.

(b) Benefit of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns. The Issuing Entity, the Owner Trustee and the Indenture Trustee will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Sponsor. No other Person will have any right or obligation under this Agreement.

Section 7.3. Notices. All demands, notices and communications (collectively, “Notices”) hereunder shall be in writing and shall be deemed to have been duly given if sent by facsimile or electronic transmission to, sent by courier to or mailed by registered mail, return receipt requested, to: (a) in the case of Chase USA, as Sponsor or Servicer, to: Chase Bank USA, National Association, 201 North Walnut Street, Wilmington, Delaware 19801, Attention: Todd S. Lehner, Email: todd.s.lehner@jpmorgan.com, with a copy to: JPMorgan Chase & Co., 270 Park Avenue, 10^th Floor New York, New York 10017, Attention: Brent Barton, Email: brent.barton@jpmchase.com and (b) in the case of FTI Consulting, Inc., as Asset Representations Reviewer, to: FTI Consulting, Inc., 3 Times Square, New York, New York 10036, Attention: Hansol Kim, Email: hansol.kim@fticonsulting.com. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when received and any notice delivered by hand or transmitted by telecommunications device shall be deemed to be

22

given when so delivered or transmitted as applicable. In the case of each party, at such other address, attention party, facsimile number or email address as shall be designated by such party in a written notice to each other party.

Section 7.4. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.

Section 7.5. Submission to Jurisdiction. Each party submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding has been brought in an inconvenient forum.

Section 7.6. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.7. No Waiver; Remedies. No failure to exercise and no delay in exercising, on the part of the Sponsor, the Servicer or the Asset Representations Reviewer, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.8. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of the remaining Agreement

Section 7.9. Headings. The headings of Sections have been included herein for convenience only and should not be considered in interpreting this Agreement.

Section 7.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[REMAINDER OF PAGE LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the date first above written.

CHASE BANK USA, NATIONAL ASSOCIATION, as Sponsor and as Servicer
By:	/s/ Todd S. Lehner
	Name: Todd S. Lehner Title: Managing Director

FTI CONSULTING, INC., as Asset Representations Reviewer
By:	/s/ Hansol Kim
	Name: Hansol Kim Title: Managing Director

CHASE ISSUANCE TRUST

Amended and Restated

Asset Representations Review Agreement

Schedule A

Representations and Warranties and Review Procedures¹

I. “Eligible Account” means a revolving credit card account owned by an Account Owner which meets the following requirements as of the Addition Cut-Off Date:

a) Representation: The Eligible Account is a revolving credit card account in existence and maintained with an Account Owner.

Documents:

Collateral management materials prepared in connection with each account addition (the “SQL Reports”) from May 2006 forward.

Procedures to be performed:

• Obtain copies of the SQL Reports.

• Locate the account selection criteria code included in each of the SQL Reports.

• Confirm that (i) the appropriate code values for credit card accounts are listed for the account product type code data element in the account selection criteria code; and (ii) the accounts included in an account addition were selected from an Account Owner owned pool. If (i) and (ii) are both confirmed, then Review Procedure Pass.

b) Representation: The Eligible Account is payable in Dollars.

Documents:

All Credit Card Agreements in effect, to the extent available, during the 9 years prior to the date of the Review.

Procedures to be performed:

• Obtain copies of the Credit Card Agreements.

• Review the Credit Card Agreements and confirm the existence of “all payments must be in U.S. Dollars” or equivalent language. If confirmed, then Review Procedure Pass.

c) Representation: The Eligible Account has an Obligor who has provided as his or her most recent billing address, an address located in the United States or its territories or possessions or a military address.

¹  The Review Procedures set forth herein may be amended at any time by mutual agreement of the Sponsor and the Asset Representations Reviewer, evidenced in writing.

Schedule A-1

Documents:

SQL Reports from May 2006 forward.

Procedures to be performed:

• Obtain copies of the SQL Reports.

• Locate the account selection criteria code included in the SQL Reports.

• Confirm the exclusion of foreign country values in the state/province code data element in the account selection criteria code. If confirmed, then Review Procedure Pass.

d) Representation: The Eligible Account has an Obligor who has not been identified by the Servicer in its computer files as being involved in a voluntary or involuntary bankruptcy proceeding.

Documents:

SQL Reports from May 2006 forward.

Procedures to be performed:

• Obtain copies of the SQL Reports.

• Locate the account selection criteria code included with the SQL Reports.

• Confirm that (i) there is a zero value listed for the bankruptcy chapter code data element in the account selection criteria code; and (ii) accounts that are identified by the pending bankruptcy and unconfirmed bankruptcy code data elements were excluded from the account selection criteria code. If both (i) and (ii) are confirmed, then Review Procedure Pass.

e) Representation: The Eligible Account has an Obligor who has not been classified by the Servicer as cancelled, counterfeit, deleted, fraudulent, stolen, or lost.

Documents:

SQL Reports from May 2006 forward.

Procedures to be performed:

• Obtain copies of the SQL Reports.

• Locate the account selection criteria code included with the SQL Reports.

Schedule A-2

• Confirm that (i) there is no fraud code data element in the account selection criteria code; and (ii) there is no account purge date data element in the account selection criteria code. If both (i) and (ii) are confirmed, then Review Procedure Pass.

f) Representation: The Eligible Account does not have Receivables which are at the time of transfer sold or pledged to another party.

Documents:

SQL Reports from May 2006 forward.

Reports listing changes in securitization pool ID numbers (the “Securitization Pool ID Change Reports”) generated as of each Additional Account from May 2006 forward.

Procedures to be performed:

• Obtain copies of the SQL Reports and the Securitization Pool ID Change Reports.

• Confirm that (i) all Accounts listed on a Securitization Pool ID Change Report as of each Addition Date were in pool ID ranges between 100000 to 199999; and (ii) sold portfolios, which are identified by the portfolio entity code data element, were excluded from the account selection criteria code. If both (i) and (ii) are confirmed, then Review Procedure Pass.

g) Representation: The Eligible Account has not been charged off by the Servicer in its customary and usual manner for charging off revolving credit card accounts as of the date of designation for inclusion in the Trust.

Documents:

SQL Reports from May 2006 forward.

Procedures to be performed:

• Obtain copies of the SQL Reports.

• Locate the account selection criteria code included with the SQL Reports.

• Confirm that there is no charge off code data element in the account selection criteria code. If confirmed, then Review Procedure Pass.

h) Representation: The Eligible Account has an Obligor who has not been identified by the Servicer as being deceased.

Documents:

SQL Reports from May 2006 forward.

Schedule A-3

Procedures to be performed:

• Obtain copies of the SQL Reports.

• Locate the account selection criteria code included with the SQL Reports.

• Confirm that (i) there is no closure status reason code data element in the account selection criteria code, (ii) there is no credit revoked status reason code data element in the account selection criteria code and (iii) accounts that are identified by the deceased code and unconfirmed deceased code data element were excluded from the account selection criteria code. If (i), (ii) and (iii) are confirmed, then Review Procedure Pass.

II. “Eligible Receivable” means each Receivable:

a) Representation: The Receivable has arisen in an Eligible Account (as of the relevant Addition Cut-Off Date).

Procedures to be performed:

• Confirm that each of the review procedures that the Asset Representations Reviewer conducted in Section I above resulted in a Review Procedure Pass. If confirmed, then Review Procedure Pass.

b) Representation: The Receivable was created in compliance in all material respects with all Requirements of Law applicable to the institution which owned such Receivable at the time of its creation and pursuant to a Credit Card Agreement which complies in all material respects with all Requirements of Law applicable to the applicable Account Owner, as the case may be.

Documents:

• Documents (the “Regulatory Change Management Process Documents”) describing, to the extent available, the Sponsor’s regulatory change management process effective as of the closing date of the Original Asset Representations Review Agreement (the “Original ARR Agreement Closing Date”) relating to its credit card business, including the process by which Credit Card Agreements and changes are reviewed and approved (the “Regulatory Change Management Process”).

• Any documents describing changes to the Regulatory Change Management Process or evidencing that the Regulatory Change Management Process has been changed (the “Subsequent Change Management Process Documents”) which occur after the Original ARR Agreement Closing Date.

• An annual summary of the regulatory changes affecting the Sponsor’s credit card business that were identified and reviewed under the Sponsor’s Regulatory Change Management Process during the previous calendar year (the “Annual Regulatory Update”) beginning with calendar year 2016.

Schedule A-4

• All litigation, regulatory actions and judgments disclosed in any public filings made by the Sponsor and the Issuing Entity in the 9 years prior to the date of the Review.

Procedures to be performed:

• Obtain copies of the Regulatory Change Management Process Documents, any Subsequent Change Management Process Documents and the Annual Regulatory Update with respect to each calendar year beginning with calendar year 2016.

• Obtain copies of the public filings made by the Sponsor and the Issuing Entity in the 9 years prior to the date of the Review.

• Confirm that: (i) no litigation, regulatory action or judgment disclosed in public filings in the 9 years prior to the date of the Review indicates a failure of the Receivables to have been created in all material respects in compliance with Requirements of Law and pursuant to a Credit Card Agreement that complies in all material respects with Requirements of Law or, to the extent any litigation, regulatory action or judgment occurred, such litigation, regulatory action or judgment has been resolved and (ii) the Sponsor maintains a Regulatory Change Management Process. If (i) and (ii) are confirmed, then Review Procedure Pass.

c) Representation: All consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the creation of such Receivable or the execution, delivery and performance by the applicable Account Owner, as the case may be, of the Credit Card Agreement pursuant to which such Receivable was created, have been duly obtained, effected or given and are in full force and effect.

Documents:

• The Regulatory Change Management Process Documents and any Subsequent Change Management Process Documents.

• All licenses and charters, if any, required to be obtained, effected or given in connection with the creation of Receivables or the execution, delivery and performance by the Sponsor of the Credit Card Agreements pursuant to which the Receivables were created, including the Sponsor’s National Bank Charter Certificate and a contemporaneous certificate of the Office of the Comptroller of the Currency with respect to the Sponsor (the “OCC Certificate”), which, in the case of each such charter or license, are in full force and effect and have not expired or been revoked.

• Confirmation, from an appropriate employee or officer of the Sponsor or its affiliates, based on information provided by employees of the Sponsor or its affiliates, stating that (i) no governmental or regulatory authority has taken any action against the Sponsor with respect to any consent, license, approval or authorization of, or registration or declaration of, any governmental or regulatory authority that was required to be obtained, effected or given in connection with the creation of the Receivables or that would prevent the

Schedule A-5

Sponsor from the execution, delivery or performance of its obligations under the Credit Card Agreements pursuant to which the Receivables were created or (ii) to the extent any such governmental or regulatory authority action has been taken, such action has been resolved (the “Confirmation”).

• All litigation, regulatory actions and judgments disclosed in any public filings made by the Sponsor and the Issuing Entity in the 9 years prior to the date of the Review.

Procedures to be performed:

• Obtain copies of the Regulatory Change Management Process Documents, any Subsequent Change Management Process Documents, applicable licenses and charters, if any, including copies of the Sponsor’s National Bank Charter Certificate and the OCC Certificate, and the Confirmation.

• Obtain copies of the public filings made by the Sponsor and the Issuing Entity in the 9 years prior to the date of the Review.

• Confirm: (i) that no litigation, regulatory action or judgment disclosed in public filings in the 9 years prior to the date of the Review indicates a material failure to have obtained all required consents, licenses, approvals or authorizations of, registrations or declaration with, any Governmental Authority required in connection with the creation of the Receivable or the execution, delivery and performance of the Credit Card Agreement or, to the extent any litigation, regulatory action or judgment occurred, such litigation, regulatory action or judgment has been resolved, (ii) the receipt of the National Bank Charter Certificate, the OCC Certificate and all applicable licenses and charters, if any, which, in each case, are in full force and effect, and have not expired or been revoked, (iii) the receipt of the Confirmation and (iv) that the Sponsor maintains a Regulatory Change Management Process. If (i), (ii), (iii) and (iv) are confirmed, then Review Procedure Pass.

d) Representation: At the time of the transfer of such Receivable to the Trust, the applicable Transferor or the Trust has good and marketable title thereto, free and clear of all Liens occurring under or through such applicable Transferor or any of its Affiliates (other than Liens permitted pursuant to subsection 2.04(a)(v)).

Documents:

• Account Assignments.

• Related UCC financing statements.

Procedures to be performed:

• Obtain copies of the Account Assignments.

• Obtain copies of the related UCC financing statements.

Schedule A-6

• Part I: Confirm the existence of: (i) an Account Assignment for each Additional Account and (ii) a stamped filed UCC financing statement for each Additional Account. If both (i) and (ii) are confirmed, then Part I is satisfied.

• Part II: The Sponsor shall order a lien search at the time of the Review in the applicable filing jurisdiction of the Transferor and shall deliver the lien search to the Asset Representations Reviewer. If no lien (other than the liens permitted pursuant to subsection 2.04(a)(v) of the Transfer and Servicing Agreement including any lien that the Transferor is then contesting the validity of in good faith by appropriate proceedings and with respect to which it has set aside on its books and records adequate reserves) is discovered on the Receivable through such process, then Part II is satisfied. In analyzing the UCC searches, the Asset Representations Reviewer will consult with the Sponsor and make such assumptions, as it deems reasonable, in order to determine if the UCC search results reveals any non-permitted lien.

• If both Parts I and II are satisfied, then Review Procedure Pass.

e) Representation: The Receivable is the legal, valid and binding payment obligation of the Obligor thereon enforceable against such Obligor 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 except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

Documents:

• Credit Card Agreements in effect, to the extent available, during the 9 years prior to the date of the Review.

Procedures to be performed:

• Obtain copies of the Credit Card Agreements.

• Confirm the presence of the following, or substantially similar, language in each Credit Card Agreement “Chase has agreed to lend you money as described in this agreement, and you agree to pay us back together with interest charges and fees. Your use of the account or any payment on the account indicates your acceptance of the terms of this agreement.” If confirmed, then Review Procedure Pass.

f) Representation: The Receivable constitutes an “account” under and as defined in Article 9 of the UCC.

Documents:

• Article 9 of the Delaware UCC (http://delcode.delaware.gov/title6/ c009/sc01/index.shtml).

Procedures to be performed:

Schedule A-7

• Review the definition of “account” within the Delaware UCC.

• In order to confirm that the Receivable is a right to payment of a monetary obligation arising out of the use of a credit card, confirm (i) for the account that the Receivable arises in, the review procedures that the Asset Representations Reviewer conducted in subsections I(a) and I(b) above resulted in a Review Procedure Pass and (ii) for the Receivable, the review procedures that the Asset Representations Reviewer conducted in subsection II(e) above resulted in a Review Procedure Pass. If (i) and (ii) are confirmed, then Review Procedure Pass.

g) Representation: The Receivable is not subject to any setoff, right of rescission, counterclaim, or other defense, including the defense of usury, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights in general.²

Documents:

• List of open credit card litigation cases (the “Open Litigation List”) generated from the Sponsor’s litigation system of record, currently the global on line legal database (or successor system) at the time of the Review.

Procedures to be performed:

• The Sponsor’s litigation department first identifies the account number or account reference number associated with each of the open litigation cases from the Open Litigation List, and then determines if an account is a Review Asset.

• If an account associated with an open litigation case is determined to be a Review Asset, then the Sponsor’s litigation department will notify the Asset Representations Reviewer if there are any counterclaims asserted by the related obligor and the nature of the counterclaims(s). The Asset Representations Reviewer will review such information provided by the Sponsor’s litigation department in order to confirm that there are no colorable counterclaims asserted by the related obligor. If confirmed, then Review Procedure Pass.

²  This representation is in effect only until any Notes issued prior to January 20, 2016 remain outstanding.

Schedule A-8