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The information in this prospectus supplement and the accompanying prospectus is not complete and may be amended. We may not sell these securities until we deliver a final prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
File Number 333-140273
First National Funding LLC | First National Bank of Omaha | |
Depositor | Sponsor and Servicer |
Class A Notes | Class B Notes | Class C Notes | ||||
Principal amount | $411,250,000 | $40,000,000 | $48,750,000 | |||
Interest rate | One-month LIBOR plus % per year | One-month LIBOR plus % per year | One-month LIBOR plus % per year | |||
Interest payment dates | monthly on the 15TH, beginning June 15, 2007 | monthly on the 15TH, beginning June 15, 2007 | monthly on the 15TH, beginning June 15, 2007 | |||
Expected principal payment date | April 15, 2010 | April 15, 2010 | April 15, 2010 | |||
Final maturity date | April 15, 2013 | April 15, 2013 | April 15, 2013 | |||
Price to public | $ (or %) | $ (or %) | $ (or %) | |||
Underwriting discount | $ (or %) | $ (or %) | $ (or %) | |||
Proceeds to issuing entity | $ (or %) | $ (or %) | $ (or %) |
Joint Book Runner JPMorgan | Joint Book Runner Banc of America Securities LLC |
Joint Book Runner JPMorgan | Joint Book Runner Banc of America Securities LLC |
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Issuing entity: | First National Master Note Trust | |
Depositor: | First National Funding LLC | |
Sponsor and Servicer: | First National Bank of Omaha | |
Indenture Trustee: | The Bank of New York Trust Company, N.A. | |
Owner Trustee: | Wilmington Trust Company | |
Expected Closing Date: | April , 2007 | |
Clearance and Settlement: | DTC/Clearstream/Euroclear | |
Denominations: | $100,000 and in integral multiples of $1,000 | |
Servicing Fee Rate: | 2% per annum | |
Initial Collateral Amount: | $500,000,000 | |
Primary Assets of the Issuing entity: | An interest in receivables originated in VISA® and MasterCard® revolving credit card accounts owned by First National Bank of Omaha. | |
Offered Notes: | The Class A, Class B, and Class C notes are offered by this prospectus supplement and the accompanying prospectus. |
Class | Amount | % of Series 2007-1 Notes | ||||||
Class A notes | $ | 411,250,000 | 82.25 | % | ||||
Class B notes | 40,000,000 | 8.00 | % | |||||
Class C notes | 48,750,000 | 9.75 | % | |||||
Total | $ | 500,000,000 | 100.00 | % | ||||
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Class A | Class B | Class C | ||||
Initial Principal Amount: | $411,250,000 | $40,000,000 | $48,750,000 | |||
Anticipated Ratings (Moody’s/S&P)(1): | Aaa/AAA | A2/A | Baa2/BBB | |||
Credit Enhancement: | subordination of Class B and Class C notes | subordination of Class C notes | spread account | |||
Interest Rate: | One-month LIBOR plus % per year | One-month LIBOR plus % per year | One-month LIBOR plus % per year | |||
Interest Accrual Method: | actual/360 | actual/360 | actual/360 | |||
Distribution Dates: | 15th day of each month, or if that day is not a business day, the next business day | 15th day of each month, or if that day is not a business day, the next business day | 15th day of each month, or if that day is not a business day, the next business day | |||
First Interest Payment Date: | June 15, 2007 | June 15, 2007 | June 15, 2007 | |||
Interest Rate Index Reset Date: | 2 London business days before each distribution date | 2 London business days before each distribution date | 2 London business days before each distribution date | |||
Commencement of Accumulation Period (subject to adjustment): | April 1, 2009 | April 1, 2009 | April 1, 2009 | |||
Expected Principal Payment Date: | April 15, 2010 | April 15, 2010 | April 15, 2010 | |||
Final Maturity Date: | April 15, 2013 | April 15, 2013 | April 15, 2013 | |||
ERISA Eligibility: | Yes, subject to important considerations described under“ERISA Considerations”in the accompanying prospectus. | |||||
Debt for United States Federal Income Tax Purposes: | Yes, subject to important considerations described under“Federal Income Tax Consequences”in the accompanying prospectus. |
(1) | It is a condition to issuance that these ratings be obtained. |
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• | total receivables: $1,987,953,236 | ||
• | principal receivables: $1,961,998,032 | ||
• | finance charge receivables: $25,955,204 | ||
• | total accounts designated to First Bankcard Master Credit Card Trust: 1,975,302 |
• | The total accounts designated for the trust portfolio had an average principal receivable balance of approximately $993 and an average credit limit of $14,566. | ||
• | The percentage of the aggregate total receivable balance to the aggregate total credit limit was 6.9%. | ||
• | The average age of the total accounts was approximately 146 months. |
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• | each rating agency confirms that the new issuance will not impair its rating of any outstanding class of notes; | ||
• | we certify, based on facts known to the certifying officer, that the new issuance will not cause a pay out event or an event of default or materially and adversely affect the amount or timing of distributions to be made to any series or class of noteholders; | ||
• | after giving effect to the new issuance, the transferor interest would not be less than the required minimum transferor interest and the amount of principal receivables held by the trust, together with any amount on deposit in the excess funding account, would at least equal the required minimum amount for the trust; and | ||
• | delivery of an opinion with respect to certain tax matters. |
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• | Therevolving period,which will begin on the closing date and end when either of the other two periods begins. | |
• | Theaccumulation period,which is scheduled to begin on April 1, 2009 and end on April 15, 2010. However, if a pay out event occurs before the accumulation period begins, there will be no accumulation period and a rapid amortization period will begin. If a pay out event occurs during the accumulation period, the accumulation period will end, and a rapid amortization period will begin. Under some circumstances, the beginning of the accumulation period may be delayed, or if it has already begun, may be suspended. During this delay or upon the suspension of the accumulation period, the revolving period shall continue or resume, as appropriate. Throughout the accumulation period we will accumulate collections of principal receivables for later distribution to you. | |
• | Therapid amortization period,which will only occur if one or more adverse events, known as pay out events, occurs. |
The collateral amount for your series is: |
• | the original principal amount of the notes, minus | |
• | principal payments on the notes (except payments made from the spread account) and the balance held in the principal accumulation account for principal payments, minus | |
• | the amount of any principal collections reallocated to cover interest and servicing payments for your series to the extent not |
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reimbursed from finance charge collections and investment earnings allocated to your series, minus | ||
• | your series’ share of defaults and uncovered dilution to the extent not reimbursed from finance charge collections and investment earnings allocated to your series. |
• | pay interest on the Class A notes; | |
• | pay interest on the Class B notes; |
• | pay servicing fees for your series; |
• | pay interest on the Class C notes; |
• | cover your series’ share of defaulted receivables and uncovered dilution for the prior calendar month; |
• | reinstate any prior reductions in your series’ collateral amount on account of defaulted receivables, uncovered dilution or reallocated principal collections, in each case that have not been reimbursed; |
• | in limited circumstances, to make deposits into a reserve account; |
• | make deposits, if required, into the spread account; |
• | other series that share excess finance charge collections with Series 2007-1; |
• | following a servicer default and the appointment of a successor servicer, to pay to the successor servicer any excess servicing fees; and |
• | any remaining balance to us or our assigns. |
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• | the amount of finance charge collections and other amounts treated as finance charge collections allocated to your series for that |
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calendar month, excluding amounts withdrawn from the spread account and excess finance charge collections allocated to your series, unless the rating agencies consent to excess finance charge collections allocated to your series being included in the calculation of portfolio yield, net of the amount of defaulted principal receivables and uncovered dilution allocated to your series for that calendar month,divided by | ||
• | the sum of the collateral amount for your series and amounts on deposit in the principal accumulation account, each as of the first day of that calendar month. |
• | Our failure to make required payments or deposits or material failure to perform other obligations, subject to applicable grace periods; |
• | Material inaccuracies in our representations and warranties, subject to applicable grace periods; |
• | Any Series 2007-1 notes are not paid in full on the expected principal payment date; |
• | Bankruptcy, insolvency or similar events relating to us or the bank; |
• | Our failure to designate receivables arising in additional accounts to the trust as required, subject to a grace period; provided that no pay out event will occur if we reduce the invested amount of a variable funding note issued by the issuing entity or a variable funding certificate issued under the pooling and servicing agreement, and after such reduction the transferor interest is not less than the required minimum transferor interest and the aggregate principal receivables are not less than the required minimum; |
• | Material servicer defaults; |
• | Our inability to transfer receivables to the trust or the bank’s inability to transfer receivables to us; |
• | First Bankcard Master Credit Card Trust or the issuing entity becomes subject to regulation as an “investment company” under the Investment Company Act of 1940; or |
• | An event of default occurs for the Series 2007-1 notes and their final maturity date is accelerated. |
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Class | CUSIP | ISIN | ||
Class A | 32113C AK6 | US32113CAK62 | ||
Class B | 32113C AL4 | US32113CAL46 | ||
Class C | 32113C AM2 | US32113CAM29 |
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and Principal Collections Received by first National Bank of Omaha as
Servicer of first National Master Note trust
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Available Finance Charge Collections
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* | For release on the earlier of the exected principal payment date or the first distribution date for the rapid amortization period. |
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The interest rate terms of the receivables and those of the notes differ, which could result in delayed or reduced payments to you | Finance charges on a majority of the accounts currently designated to the trust accrue at a variable rate based on LIBOR, while the rest accrue interest at a fixed rate or float using a different index. If one-month LIBOR increases, the amount required to be funded out of collections of finance charge receivables, including interest on the Series 2007-1 notes, will increase, without any corresponding increase in collections of finance charge receivables, unless and until the rates on the accounts are reset. | |
Finance charges on accounts in the trust in the future may accrue at a fixed rate or at a variable rate above one-month LIBOR or other designated index. The interest rate of the Series 2007-1 notes is based on one-month LIBOR. Changes in one-month LIBOR might not be reflected in the designated index or the LIBOR determination dates may vary or fixed floors on the rates may affect the timing of rate increases, resulting in a higher or lower spread. This spread is the difference between the actual finance charge receivables collected on the accounts and the required finance charge receivables needed to fund the interest, servicing fees and other amounts payable with respect to Series 2007-1. | ||
High concentrations in a geographic area could affect the collection rate on the receivables | The trust contains a high concentration of receivables owed by accountholders located in the Midwest region of the United States and in California and Texas. Events in those regions may adversely affect the collection rate of receivables in the trust. | |
Payments on the Class B notes are subordinate to payments on the Class A notes. | If you buy Class B notes, your interest payments will be subordinate to interest payments on the Class A notes, and your principal payments will be subordinate to principal payments on the Class A Notes as follows: | |
• You will not receive any interest payments on your Class B notes on any distribution date until the full amount of interest then payable on the Class A notes has been paid in full. | ||
• In addition, you will not receive any principal payments on your Class B notes on any distribution date until the entire principal amount of the Class A notes has been paid in full. | ||
As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class B notes before reducing payments on the Class A notes. If the total amount of reductions to the collateral amount exceeds the principal amount of the Class C notes, then the Class B notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A noteholders until the outstanding principal amount of the Class A notes and all accrued and unpaid interest payable to the Class A noteholders |
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have been paid in full before any payments would be made to the Class B noteholders. | ||
Payments on the Class C notes are subordinate to payments on the Class A notes and the Class B notes. | If you buy Class C notes, your interest payments will be subordinate to interest payments on the Class A notes and the Class B notes, and your principal payments will be subordinate to principal payments on the Class A notes and Class B notes as follows: | |
• You will not receive any interest payments on your Class C notes on any distribution date and the full amount of interest then payable on the Class A notes and the Class B notes, in each case, has been paid in full. | ||
• In addition, except under the limited circumstances described under“Description of Series Provisions—Spread Account; Required Spread Account Amount,”you will not receive any principal payments on your Class C notes on any distribution date until the entire principal amount of the Class A notes and the Class B notes has been paid in full. | ||
As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or reallocation of principal will reduce payments on the Class C notes before reducing payments on the Class B notes or Class A notes. If the total amount of reductions to the collateral amount are not reimbursed from subsequent collections, then the Class C notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A notes and then to the Class B notes and finally to the Class C notes, in each case until the outstanding principal amount of the specified class and all accrued and unpaid interest payable to that class have been paid in full. |
• | Average Receivables Outstanding for any period is the average of the daily total receivables balance during such period; | ||
• | Total Gross Charge-Offs for any period are the total principal charge-offs before recoveries and do not include the amount of any reductions in the average receivables outstanding due to reversals of fees and finance charges, returned goods, customer disputes or other miscellaneous credit adjustments; | ||
• | Recoveries includes recoveries of principal and finance charge receivables and fees; |
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• | Net Charge-Offs equals Total Gross Charge-Offs minus Recoveries; and | ||
• | Annualized figures are not necessarily indicative of results for the entire year. |
Trust Portfolio*
As of | As of | |||||||||||||||
February 28, | December 31, | |||||||||||||||
2007 | 2006 | |||||||||||||||
Percentage of | Percentage of | |||||||||||||||
Total Receivables | Total Receivables | Total Receivables | Total Receivables | |||||||||||||
Receivables Outstanding | $ | 1,987,953,235.64 | 100.00 | % | $ | 2,100,177,582.96 | 100.00 | % | ||||||||
Receivables Delinquent | ||||||||||||||||
30 to 59 Days | $ | 19,992,403.16 | 1.01 | % | $ | 24,030,800.89 | 1.15 | % | ||||||||
60 to 89 Days | $ | 15,744,540.51 | 0.79 | % | $ | 17,725,381.47 | 0.84 | % | ||||||||
90 to 119 Days | $ | 13,254,648.36 | 0.67 | % | $ | 14,338,483.35 | 0.68 | % | ||||||||
120 to 149 Days | $ | 10,997,744.44 | 0.55 | % | $ | 11,118,224.64 | 0.53 | % | ||||||||
150 or More Days | $ | 10,610,561.75 | 0.53 | % | $ | 10,586,768.29 | 0.50 | % | ||||||||
Total | $ | 70,599,898.22 | 3.55 | % | $ | 77,799,658.64 | 3.70 | % |
As of December 31, | ||||||||||||||||
2005 | 2004 | |||||||||||||||
Percentage of | Percentage of | |||||||||||||||
Total Receivables | Total Receivables | Total Receivables | Total Receivables | |||||||||||||
Receivables Outstanding | $ | 2,214,942,783.44 | 100.00 | % | $ | 2,513,846,087.21 | 100.00 | % | ||||||||
Receivables Delinquent | ||||||||||||||||
30 to 59 Days | $ | 30,908,505.01 | 1.40 | % | $ | 38,521,338.84 | 1.54 | % | ||||||||
60 to 89 Days | $ | 21,412,360.00 | 0.97 | % | $ | 27,221,532.29 | 1.08 | % | ||||||||
90 to 119 Days | $ | 16,548,016.54 | 0.75 | % | $ | 23,592,473.68 | 0.94 | % | ||||||||
120 to 149 Days | $ | 15,167,124.65 | 0.68 | % | $ | 19,381,760.84 | 0.77 | % | ||||||||
150 or More Days | $ | 14,044,389.84 | 0.63 | % | $ | 17,183,342.74 | 0.68 | % | ||||||||
Total | $ | 98,080,396.04 | 4.43 | % | $ | 125,900,448.39 | 5.01 | % |
* | Account addition in March 2007 not reflected. |
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Trust Portfolio*
As of | As of | |||||||||||||||
February 28, | December 31, | |||||||||||||||
2007 | 2006 | |||||||||||||||
Percentage | Percentage | |||||||||||||||
of Total Active | of Total Active | |||||||||||||||
Accounts | Accounts | |||||||||||||||
Active Accounts | Outstanding | Active Accounts | Outstanding | |||||||||||||
Total Active Accounts ** | 716,033 | 100.00 | % | 753,800 | 100.00 | % | ||||||||||
Accounts Delinquent | ||||||||||||||||
30 to 59 Days | 4,446 | 0.62 | % | 5,544 | 0.73 | % | ||||||||||
60 to 89 Days | 3,001 | 0.42 | % | 3,256 | 0.43 | % | ||||||||||
90 to 119 Days | 2,242 | 0.31 | % | 2,397 | 0.32 | % | ||||||||||
120 to 149 Days | 1,631 | 0.23 | % | 1,630 | 0.22 | % | ||||||||||
150 or More Days | 1,520 | 0.21 | % | 1,511 | 0.20 | % | ||||||||||
Total | 12,840 | 1.79 | % | 14,338 | 1.90 | % |
As of December 31, | ||||||||||||||||
2005 | 2004 | |||||||||||||||
Percentage | Percentage | |||||||||||||||
of Total Active | of Total Active | |||||||||||||||
Accounts | Accounts | |||||||||||||||
Active Accounts | Outstanding | Active Accounts | Outstanding | |||||||||||||
Total Active Accounts ** | 776,059 | 100.00 | % | 861,575 | 100.00 | % | ||||||||||
Accounts Delinquent | ||||||||||||||||
30 to 59 Days | 6,375 | 0.82 | % | 7,337 | 0.85 | % | ||||||||||
60 to 89 Days | 3,846 | 0.49 | % | 4,848 | 0.56 | % | ||||||||||
90 to 119 Days | 2,854 | 0.37 | % | 3,915 | 0.46 | % | ||||||||||
120 to 149 Days | 2,480 | 0.32 | % | 3,191 | 0.37 | % | ||||||||||
150 or More Days | 2,168 | 0.28 | % | 2,639 | 0.31 | % | ||||||||||
Total | 17,723 | 2.28 | % | 21,930 | 2.55 | % |
* | Account addition in March 2007 not reflected. | |
** | Active Accounts represent those accounts with a non-zero balance. |
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Trust Portfolio*
2 Calendar | ||||||||||||||||
Months Ended | Year Ended December 31, | |||||||||||||||
February 28, | ||||||||||||||||
2007 | 2006 | 2005 | 2004 | |||||||||||||
Average Receivables Outstanding | $ | 2,035,013,836 | $ | 2,065,871,549 | $ | 2,265,330,908 | $ | 2,567,140,817 | ||||||||
Total Gross Charge-Offs | $ | 21,260,566 | $ | 133,692,571 | $ | 208,772,370 | $ | 202,528,132 | ||||||||
Gross Charge-Offs as a Percentage of Average Receivables Outstanding (annualized) | 6.27 | % | 6.47 | % | 9.22 | % | 7.89 | % | ||||||||
Recoveries | $ | 3,886,106 | $ | 24,758,114 | $ | 20,094,013 | $ | 14,887,824 | ||||||||
Net Charge-Offs | $ | 17,374,460 | $ | 108,934,457 | $ | 188,678,357 | $ | 187,640,308 | ||||||||
Net Charge-Offs as a Percentage of Average Receivables Outstanding (annualized) | 5.12 | % | 5.27 | % | 8.33 | % | 7.31 | % | ||||||||
Accounts Experiencing a Loss | 5,396 | 30,400 | 41,142 | 40,989 | ||||||||||||
Accounts Experiencing a Recovery | 2,580 | 5,290 | 4,472 | 4,103 | ||||||||||||
Average Net Loss of Accounts with a Loss | $ | 3,220 | $ | 3,583 | $ | 4,586 | $ | 4,578 |
* | Account addition in March 2007 not reflected. |
• | Average Receivables Outstanding for any period is the average of the daily total receivables balance during such period; | ||
• | Finance Charges and Fees Collected for any period includes monthly periodic finance charge collections, cash advance fees, annual membership fees, late fees and other fees collected during such period; | ||
• | Yield from Finance Charges and Fees Collected for any period is calculated by dividing Finance Charges and Fees Collected for such period by the Average Receivables Outstanding for such period; and |
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• | the monthly periodic finance charges on the receivables; | ||
• | the amount of the annual cardholder fees and other fees; | ||
• | changes in the delinquency rate on the receivables; and | ||
• | the percentage of cardholders who pay their balances in full each month and do not incur monthly periodic finance charges. |
Trust Portfolio*
2 Calendar | ||||||||||||||||
Months Ended | Year Ended December 31, | |||||||||||||||
February 28, | ||||||||||||||||
2007 | 2006 | 2005 | 2004 | |||||||||||||
Average Receivables Outstanding | $ | 2,035,013,836 | $ | 2,065,871,549 | $ | 2,265,330,908 | $ | 2,567,140,817 | ||||||||
Finance Charges and Fees Collected | $ | 55,843,296 | $ | 331,423,453 | $ | 341,553,687 | $ | 371,604,392 | ||||||||
Yield from Finance Charges and Fees Collected (Annualized) | 16.46 | % | 16.04 | % | 15.08 | % | 14.48 | % | ||||||||
Interchange | $ | 8,577,900 | $ | 51,771,974 | $ | 52,023,861 | $ | 54,203,265 | ||||||||
Yield from Interchange (Annualized) | 2.53 | % | 2.51 | % | 2.30 | % | 2.11 | % | ||||||||
Total Average Yield (Annualized) | 18.99 | % | 18.55 | % | 17.37 | % | 16.59 | % |
* | Account addition in March 2007 not reflected. |
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• | The receivables in the trust portfolio included approximately $1,987,953,236 of total receivables. | ||
• | The total accounts designated for the trust portfolio had an average principal receivable balance of approximately $993 and an average credit limit of $14,566. | ||
• | The percentage of the aggregate total receivables balance to the aggregate total credit limit was 6.9%. | ||
• | The average age of the total accounts by outstanding receivables balance was approximately 146 months. | ||
• | Cardholders whose accounts are designated for the trust portfolio had billing addresses in all 50 states, the District of Columbia and some U.S. territories. |
• | The percentage of the receivables in the trust portfolio for which cardholders made minimum payments as of their respective latest statement date, in each case based on the prior month statement minimum payment, was 1.17%. | ||
• | The percentage of the receivables in the trust portfolio for which cardholders made full payments as of their respective latest statement date, in each case based on the prior month statement outstanding balance, was 7.58%. |
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Trust Portfolio*
Percentage of | ||||||||||||||||
Number of | Total Number of | Percentage of | ||||||||||||||
Account Balance Range | Accounts | Accounts | Receivables | Total Receivables | ||||||||||||
Credit Balance | 27,944 | 1.41 | % | $ | (2,057,761 | ) | (0.10 | %) | ||||||||
Zero Balance | 1,259,269 | 63.75 | % | — | 0.00 | % | ||||||||||
$0.01 - $1,000.00 | 335,672 | 16.99 | % | 101,598,358 | 5.11 | % | ||||||||||
$1,000.01 - $2,000.00 | 82,622 | 4.18 | % | 120,131,280 | 6.04 | % | ||||||||||
$2,000.01 - $5,000.00 | 127,003 | 6.43 | % | 421,127,139 | 21.18 | % | ||||||||||
$5,000.01 - $8,000.00 | 65,531 | 3.32 | % | 417,261,654 | 20.99 | % | ||||||||||
$8,000.01 - $10,000.00 | 27,541 | 1.39 | % | 246,281,447 | 12.39 | % | ||||||||||
$10,000.01 - $13,000.00 | 25,864 | 1.31 | % | 293,087,325 | 14.74 | % | ||||||||||
$13,000.01 - $15,000.00 | 10,431 | 0.53 | % | 145,429,953 | 7.32 | % | ||||||||||
$15,000.01 - $18,000.00 | 7,619 | 0.39 | % | 124,256,516 | 6.25 | % | ||||||||||
$18,000.01 - $20,000.00 | 2,712 | 0.14 | % | 51,331,689 | 2.58 | % | ||||||||||
Greater than $20,000.00 | 3,094 | 0.16 | % | 69,505,636 | 3.50 | % | ||||||||||
TOTAL | 1,975,302 | 100.00 | % | $ | 1,987,953,236 | 100.00 | % | |||||||||
* | Account addition in March 2007 not reflected. |
Trust Portfolio*
Percentage of | ||||||||||||||||
Number of | Total Number of | Percentage of | ||||||||||||||
Credit Limit Range | Accounts | Accounts | Receivables | Total Receivables | ||||||||||||
$0 to $1,000.00 | 183,913 | 9.31 | % | $ | 14,571,362 | 0.73 | % | |||||||||
$1,000.01 to $2,500.00 | 84,294 | 4.27 | % | 31,799,652 | 1.60 | % | ||||||||||
$2,500.01 to $5,000.00 | 190,465 | 9.64 | % | 117,549,936 | 5.91 | % | ||||||||||
$5,000.01 to $7,500.00 | 222,599 | 11.27 | % | 170,888,825 | 8.60 | % | ||||||||||
$7,500.01 to $10,000.00 | 242,786 | 12.29 | % | 218,391,168 | 10.99 | % | ||||||||||
$10,000.01 to $12,500.00 | 201,476 | 10.20 | % | 237,220,322 | 11.93 | % | ||||||||||
$12,500.01 to $15,000.00 | 296,750 | 15.03 | % | 337,679,825 | 16.98 | % | ||||||||||
$15,000.01 to $17,500.00 | 141,266 | 7.15 | % | 220,614,453 | 11.10 | % | ||||||||||
$17,500.01 to $20,000.00 | 133,214 | 6.74 | % | 201,739,436 | 10.15 | % | ||||||||||
$20,000.01 to $22,500.00 | 120,305 | 6.09 | % | 155,642,408 | 7.83 | % | ||||||||||
$22,500.01 to $25,000.00 | 156,062 | 7.90 | % | 274,055,758 | 13.79 | % | ||||||||||
greater than $25,000.00 | 2,172 | 0.11 | % | 7,800,091 | 0.39 | % | ||||||||||
TOTAL | 1,975,302 | 100.00 | % | $ | 1,987,953,236 | 100.00 | % | |||||||||
* | Account addition in March 2007 not reflected. |
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Trust Portfolio*
Percentage of | Percentage of | |||||||||||||||
Number of | Total Number of | Total | ||||||||||||||
Account Age | Accounts | Accounts | Receivables | Receivables | ||||||||||||
Not more than 12 months | 16,415 | 0.83 | % | $ | 23,492,789 | 1.18 | % | |||||||||
over 12 through 24 months | 93,374 | 4.73 | % | 80,767,118 | 4.06 | % | ||||||||||
over 24 through 36 months | 101,538 | 5.14 | % | 69,449,113 | 3.49 | % | ||||||||||
over 36 through 48 months | 97,490 | 4.94 | % | 78,663,301 | 3.96 | % | ||||||||||
over 48 through 60 months | 144,426 | 7.31 | % | 117,231,154 | 5.90 | % | ||||||||||
over 60 through 72 months | 169,639 | 8.59 | % | 164,688,128 | 8.28 | % | ||||||||||
over 72 through 84 months | 171,166 | 8.67 | % | 125,517,370 | 6.31 | % | ||||||||||
over 84 through 96 months | 55,928 | 2.83 | % | 65,237,297 | 3.28 | % | ||||||||||
over 96 through 108 months | 54,611 | 2.76 | % | 50,765,243 | 2.55 | % | ||||||||||
over 108 through 120 months | 62,542 | 3.17 | % | 60,032,113 | 3.02 | % | ||||||||||
over 120 through 132 months | 72,366 | 3.66 | % | 86,064,508 | 4.33 | % | ||||||||||
over 132 through 144 months | 100,813 | 5.10 | % | 124,345,468 | 6.26 | % | ||||||||||
over 144 through 156 months | 135,006 | 6.83 | % | 155,341,187 | 7.82 | % | ||||||||||
over 156 through 168 months | 74,174 | 3.76 | % | 85,678,003 | 4.31 | % | ||||||||||
over 168 through 180 months | 84,661 | 4.29 | % | 87,260,319 | 4.39 | % | ||||||||||
over 180 months | 541,153 | 27.39 | % | 613,420,125 | 30.86 | % | ||||||||||
TOTAL | 1,975,302 | 100.00 | % | $ | 1,987,953,236 | 100.00 | % | |||||||||
* | Account addition in March 2007 not reflected. |
Trust Portfolio*
Percentage of Total | ||||||||
Receivables | Receivables | |||||||
Total Fixed | $ | 532,797,465 | 26.80 | % | ||||
Total Variable | 1,455,155,771 | 73.20 | % | |||||
TOTAL | $ | 1,987,953,236 | 100.00 | % | ||||
* | Account addition in March 2007 not reflected. |
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Trust Portfolio*
Percentage of | ||||||||||||||||
Number of | Total Number of | Percentage of | ||||||||||||||
States | Accounts | Accounts | Receivables | Total Receivables | ||||||||||||
Alabama | 14,007 | 0.71 | % | $ | 14,178,273 | 0.71 | % | |||||||||
Alaska | 1,256 | 0.06 | % | 1,779,146 | 0.09 | % | ||||||||||
Arizona | 33,205 | 1.68 | % | 30,602,274 | 1.54 | % | ||||||||||
Arkansas | 9,992 | 0.51 | % | 10,687,820 | 0.54 | % | ||||||||||
California | 217,503 | 11.01 | % | 213,813,406 | 10.76 | % | ||||||||||
Colorado | 51,016 | 2.58 | % | 61,489,160 | 3.09 | % | ||||||||||
Connecticut | 14,535 | 0.74 | % | 12,108,300 | 0.61 | % | ||||||||||
Delaware | 2,854 | 0.14 | % | 2,744,450 | 0.14 | % | ||||||||||
Florida | 94,278 | 4.77 | % | 81,599,787 | 4.10 | % | ||||||||||
Georgia | 33,018 | 1.67 | % | 40,406,314 | 2.03 | % | ||||||||||
Hawaii | 1,648 | 0.08 | % | 1,706,111 | 0.09 | % | ||||||||||
Idaho | 10,194 | 0.52 | % | 10,449,869 | 0.53 | % | ||||||||||
Illinois | 94,237 | 4.77 | % | 93,401,466 | 4.70 | % | ||||||||||
Indiana | 43,751 | 2.21 | % | 47,249,015 | 2.38 | % | ||||||||||
Iowa | 112,020 | 5.67 | % | 94,643,597 | 4.76 | % | ||||||||||
Kansas | 42,416 | 2.15 | % | 43,555,622 | 2.19 | % | ||||||||||
Kentucky | 22,698 | 1.15 | % | 23,469,917 | 1.18 | % | ||||||||||
Louisiana | 34,805 | 1.76 | % | 31,002,976 | 1.56 | % | ||||||||||
Maine | 6,770 | 0.34 | % | 7,118,130 | 0.36 | % | ||||||||||
Maryland | 19,692 | 1.00 | % | 17,279,699 | 0.87 | % | ||||||||||
Massachusetts | 31,387 | 1.59 | % | 26,108,640 | 1.31 | % | ||||||||||
Michigan | 87,398 | 4.43 | % | 103,350,689 | 5.20 | % | ||||||||||
Minnesota | 126,163 | 6.39 | % | 114,298,979 | 5.75 | % | ||||||||||
Mississippi | 6,632 | 0.34 | % | 6,867,746 | 0.35 | % | ||||||||||
Missouri | 55,205 | 2.79 | % | 60,266,595 | 3.03 | % | ||||||||||
Montana | 19,966 | 1.01 | % | 19,768,149 | 0.99 | % | ||||||||||
Nebraska | 108,803 | 5.51 | % | 122,310,093 | 6.15 | % | ||||||||||
Nevada | 10,491 | 0.53 | % | 11,373,305 | 0.57 | % | ||||||||||
New Hampshire | 8,679 | 0.44 | % | 8,839,218 | 0.44 | % | ||||||||||
New Jersey | 22,716 | 1.15 | % | 16,123,463 | 0.81 | % | ||||||||||
New Mexico | 11,590 | 0.59 | % | 12,977,286 | 0.65 | % | ||||||||||
New York | 43,673 | 2.21 | % | 34,514,046 | 1.74 | % | ||||||||||
North Carolina | 35,329 | 1.79 | % | 39,030,645 | 1.96 | % | ||||||||||
North Dakota | 18,932 | 0.96 | % | 19,046,127 | 0.96 | % | ||||||||||
Ohio | 62,796 | 3.18 | % | 71,190,204 | 3.58 | % | ||||||||||
Oklahoma | 17,823 | 0.90 | % | 20,052,425 | 1.01 | % | ||||||||||
Oregon | 24,239 | 1.23 | % | 24,818,146 | 1.25 | % | ||||||||||
Pennsylvania | 67,850 | 3.43 | % | 60,435,505 | 3.04 | % | ||||||||||
Rhode Island | 4,493 | 0.23 | % | 3,539,411 | 0.18 | % | ||||||||||
South Carolina | 13,943 | 0.71 | % | 16,149,256 | 0.81 | % | ||||||||||
South Dakota | 24,164 | 1.22 | % | 25,558,005 | 1.29 | % | ||||||||||
Tennessee | 27,135 | 1.37 | % | 28,898,446 | 1.45 | % | ||||||||||
Texas | 118,528 | 6.00 | % | 133,109,131 | 6.70 | % | ||||||||||
Utah | 11,394 | 0.58 | % | 11,731,301 | 0.59 | % | ||||||||||
Vermont | 3,996 | 0.20 | % | 4,109,515 | 0.21 | % | ||||||||||
Virginia | 33,839 | 1.71 | % | 31,705,494 | 1.59 | % | ||||||||||
Washington | 37,270 | 1.89 | % | 39,349,772 | 1.98 | % | ||||||||||
West Virginia | 5,996 | 0.30 | % | 5,861,736 | 0.29 | % | ||||||||||
Wisconsin | 63,355 | 3.21 | % | 63,889,505 | 3.21 | % | ||||||||||
Wyoming | 7,718 | 0.39 | % | 8,873,492 | 0.45 | % | ||||||||||
Other | 3,904 | 0.20 | % | 4,521,579 | 0.23 | % | ||||||||||
TOTAL | 1,975,302 | 100.00 | % | $ | 1,987,953,236 | 100.00 | % | |||||||||
* | Account addition in March 2007 not reflected. |
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Trust Portfolio*
Percentage of Total | Percentage of Total | |||||||||||||||
FICO Score | Number of Accounts | Number of Accounts | Receivables | Receivables | ||||||||||||
700 and over | 1,553,539 | 78.65 | % | $ | 1,191,116,889 | 59.92 | % | |||||||||
660-699 | 198,357 | 10.04 | % | 367,414,398 | 18.48 | % | ||||||||||
600-659 | 136,197 | 6.89 | % | 246,781,869 | 12.41 | % | ||||||||||
Less than 600 | 87,209 | 4.42 | % | 182,640,080 | 9.19 | % | ||||||||||
Total | 1,975,302 | 100.00 | % | $ | 1,987,953,236 | 100.00 | % | |||||||||
* | Account addition in March 2007 not reflected. |
1 | FICO is a federally registered servicemark of Fair, Isaac & Company. |
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• | first to Class A noteholders, up to the outstanding principal balance of the Class A notes; | ||
• | then to Class B noteholders, up to the outstanding principal balance of the Class B notes; and | ||
• | then to Class C noteholders, up to the outstanding principal balance of the Class C notes. |
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2 Calendar Months | ||||||||||||||||
Ended | Year Ended December 31, | |||||||||||||||
February 28, 2007 | 2006 | 2005 | 2004 | |||||||||||||
Lowest(1) | 15.23 | % | 14.10 | % | 12.21 | % | 11.54 | % | ||||||||
Highest(1) | 17.73 | % | 16.33 | % | 14.98 | % | 14.62 | % | ||||||||
Monthly Average | 16.48 | % | 15.22 | % | 13.60 | % | 12.99 | % |
* | Account addition in March 2007 not reflected. | |
(1) | Monthly payment rates are the result of dividing total payments received during a month by beginning total receivables outstanding for each month. |
• | written notice delivered to the indenture trustee and the servicer; | ||
• | each rating agency confirms that the reduction will not impair its rating of the Series 2007-1 notes or any other outstanding securities; and | ||
• | we certify that in our reasonable belief the reduction will not cause a pay out event with respect to Series 2007-1. |
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• | the original principal amount of the notes,less | ||
• | all previous principal payments made on your series (except payments made from the spread account) and the balance held in the principal accumulation account for such payments,less | ||
• | all unreimbursed reductions to the collateral amount as a result of defaulted receivables or uncovered dilution allocated to your series or reallocations of principal collections to cover interest or the servicing fees for your series. |
• | the numerator of which is: |
• | for purposes of allocating finance charge collections during the revolving period and the accumulation period, defaulted receivables at all times and principal collections during the revolving period, equal to the collateral amount as measured at the end of the prior calendar month or, in the case of the month during which the closing date occurs, on the closing date; and | ||
• | for purposes of allocating finance charge collections during a rapid amortization period and allocating principal collections during the accumulation period and the rapid amortization period, equal to the collateral amount as of the end of the revolving period unless the numerator is reduced as described below or, with respect to allocating finance charge collections, if later, as of the last day of the accumulation period, if any; and |
• | the denominator of which is the greater of: |
(a) | the sum of the total amount of principal receivables in the trust and the amount in the excess funding account, in each case determined as of the last day of the immediately preceding monthly period except as described below; and | ||
(b) | the sum of the numerators used to calculate the applicable allocation percentages for all series of notes or investor certificates outstanding as of the date of determination. |
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• | accounts are added to, or removed from, the trust, | ||
• | a variable series is increased, or | ||
• | a new series of notes or investor certificates is issued. |
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(a) | principal collections received during the prior calendar month and allocated to your series based on your allocation percentage and retained in a segregated trust account established for your series during the prior calendar month, less any amounts required to be reallocated to cover interest payments on the Class A and Class B notes or servicing fee payments;plus | ||
(b) | any finance charge collections or other amounts required to be treated as principal collections in order to cover the share of defaulted receivables and uncovered dilution amounts allocated to your series or to reinstate prior reductions to the collateral amount for your series;plus | ||
(c) | any principal collections from other series that are shared with your series. |
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(1) | funds available for this purpose for your series with respect to that transfer date; | ||
(2) | an amount equal to one-twelfth of the Series 2007-1 collateral amount as of the beginning of the accumulation period or, if the commencement of the accumulation period is postponed, any higher accumulation amount as the servicer’s calculations shall require, as set forth in“Description of Series Provisions—Suspension and Postponement of Accumulation Period”below, to fully fund the principal accumulation account by the expected principal payment date,plusany amounts required to be deposited to the principal accumulation account on prior transfer dates that have not yet been deposited; | ||
(3) | an amount equal to the outstanding principal amount of the Series 2007-1 notes,minus the amount on deposit in the principal accumulation account prior to any deposits on that date; and | ||
(4) | the collateral amount, after taking into account any adjustments to be made on the related distribution date with respect to defaulted receivables or uncovered dilution allocated your series or reallocations of principal collections to cover interest or the servicing fee for your series, but prior to any deposit into the principal accumulation account on that transfer date. |
• | first, will be made available to investors in other series as shared principal collections, | ||
• | second, at our option, will be applied as principal with respect to any variable funding notes in your group, | ||
• | third, will be deposited in the excess funding account if necessary to maintain the Minimum Transferor Interest, and | ||
• | fourth, will be paid to us. |
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(1) | the servicer may terminate a qualified maturity agreement earlier than the expected principal payment date if one of the following occurs: |
(a) | the issuer obtains a substitute qualified maturity agreement, | ||
(b) | the institution providing the qualified maturity agreement ceases to be an eligible institution and the issuer is unable to obtain a substitute qualified maturity agreement, or | ||
(c) | a pay out event occurs for your series, or an event which may be declared a pay out event for your series occurs, whether or not it is declared; and |
(2) | the servicer may terminate a qualified maturity agreement prior to the later of: |
(a) | the date on which the accumulation period was scheduled to begin, before giving effect to the suspension of the accumulation period, and | ||
(b) | the date to which the commencement of the accumulation period would otherwise be postponed, as determined on the determination date preceding the termination of the qualified maturity agreement. |
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• | the date on which the accumulation period was scheduled to begin, before giving effect to the postponement of the accumulation period; | ||
• | the date to which the accumulation period is automatically postponed, as determined on the date of termination of the qualified maturity agreement; and | ||
• | the first day of the calendar month following the termination of the qualified maturity agreement; and, in certain circumstances, the reserve account funding date will occur. |
• | by reallocating principal collections to make Class A and Class B interest payments and to pay the servicing fee for your series when finance charge collections and investment earnings are not sufficient to make these payments; and | ||
• | to absorb your series’ share of defaulted receivables and any uncovered dilution amounts, when finance charge collections and investment earnings are not sufficient to cover these amounts. |
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(1) | to pay interest on the Class A notes, including any overdue interest and additional interest on the overdue interest; | ||
(2) | to pay interest on the Class B notes, including any overdue interest and additional interest on the overdue interest; | ||
(3) | to pay the servicing fee for your series for the prior calendar month and any overdue servicing fee (to the extent not retained by the servicer during the month); | ||
(4) | to pay interest on the Class C notes, including any overdue interest and additional interest on the overdue interest; | ||
(5) | an amount equal to your series’ share of the defaulted receivables and uncovered dilution, if any, for the prior calendar month, will be treated as principal collections for the calendar month; | ||
(6) | an amount equal to any unreimbursed reductions to the collateral amount on account of defaulted receivables, uncovered dilution or reallocations of principal collections will be treated as principal collections for the calendar month; | ||
(7) | on and after the reserve account funding date (but prior to termination of the reserve account), an amount equal to the excess, if any, of the required reserve account amount over the amount then on deposit in the reserve account will be deposited into the reserve account; | ||
(8) | an amount equal to the excess, if any, of the required spread account amount over the amount then on deposit in the spread account will be deposited into the spread account; | ||
(9) | all remaining amounts will constitute excess finance charge collections and will be available to cover any shortfalls in finance charge collections for other outstanding series in group one; | ||
(10) | following a servicer default and the appointment of a successor servicer, to pay to the successor servicer the excess servicing fee described in“—Servicing Compensation and Payment of Expenses”below; and | ||
(11) | any remaining amount will be paid to us or our assigns. |
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• | the lower of: |
• | the excess of the amounts needed to pay current, overdue and additional interest on the Class A notesoverthe amount of finance charge collections allocated to your series that are available to cover these amounts; and | ||
• | the greater of (1)(a) 17.75% of the initial Series 2007-1 collateral amountminus(b) the sum of (i) the amount of unreimbursed investor charge-offs after giving effect to investor charge-offs for the related calendar month and (ii) the amount of unreimbursed reallocated principal collections as of the previous distribution date and (2) zero;plus |
• | the lower of: |
• | the excess of the sum of the amounts needed to pay current, overdue and additional interest on the Class B notes and the current and past due servicing fee for your series over the amount of finance charge collections allocated to your series that are available to cover these amounts; and | ||
• | the greater of (1)(a) 9.75% of the initial Series 2007-1 collateral amountminus(b) the sum of (i) the amount of unreimbursed investor charge-offs after giving effect to investor charge-offs for the related calendar month and (ii) the amount of unreimbursed reallocated principal collections as of the previous distribution date and after giving effect to the reallocation of principal collections to make required interest payments for the Class A notes on the then-current distribution date and (2) zero. |
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(1) | dilution to be allocated to all series of notes or investor certificates for that calendar month, times | ||
(2) | a fraction, |
• | the numerator of which is the numerator used in determining your series’ allocation percentage for purposes of allocating finance charge collections for that calendar month, as described under“—Allocation Percentages”above, and | ||
• | the denominator of which is the sum of the numerators used in determining the allocation percentages used by all outstanding series of notes or investor certificates for purposes of allocating finance charge collections for that calendar month; |
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(a) | the product of (1) the balance of the principal accumulation account, up to the outstanding principal balance of the Class A notes, on the record date immediately preceding that distribution date, (2) the Class A interest rate, and (3) a fraction the numerator of which is the actual number of days in the related interest period and the denominator of which is 360,plus | ||
(b) | the product of (1) the balance of the principal accumulation account in excess of the outstanding principal balance of the Class A notes, up to the outstanding principal balance of the Class B notes, on the record date immediately preceding that distribution date, (2) the Class B interest rate, and (3) a fraction the numerator of which is the actual number of days in the related interest period and the denominator of which is 360,plus | ||
(c) | the product of (1) the balance of the principal accumulation account in excess of the outstanding principal balance of the Class A and Class B notes, up to the outstanding principal balance of the Class C Notes, on the record date immediately preceding that distribution date, (2) the Class C interest rate, and (3) a fraction the numerator of which is the actual number of days in the related interest period and the denominator of which is 360, |
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(a) | prior to a pay out event, the required spread account amount will equal the product of (1) the Spread Account Percentage and (2) the initial Series 2007-1 collateral amount, except that the required spread account amount will not exceed the Class C outstanding principal balance reduced by the excess of the principal accumulation account balance over the sum of the Class A outstanding principal balance and the Class B outstanding principal balance; | ||
(b) | after a pay out event, the required spread account amount will equal the Class C outstanding principal balance. |
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(a) | our failure (1) to make any payment or deposit on the date required to be made under the pooling and servicing agreement, the collateral series supplement, the transfer and servicing agreement, the indenture or the Series 2007-1 indenture supplement within the applicable grace period which shall not exceed five business days after the day that payment or deposit is required to be made or (2) to observe or perform in any material respect our other covenants or agreements set forth in the pooling and servicing agreement or the collateral series supplement, the transfer and servicing agreement, the indenture or the Series 2007-1 indenture supplement, which failure has a material adverse effect on the Series 2007-1 noteholders which continues unremedied for a period of 60 days after written notice of the failure, requiring the same to be remedied is given to us by the indenture trustee, or to us and the indenture trustee by Series 2007-1 noteholders evidencing interests aggregating more than 25% of the aggregate unpaid principal amount of the Series 2007-1 notes and which continues to materially and adversely affect the interest of the Series 2007-1 noteholders; | ||
(b) | any representation or warranty made by us under the pooling and servicing agreement or the transfer and servicing agreement or any supplement to either of these documents proves to have been incorrect in any material respect when made or delivered and which continues to be incorrect in any material respect for a period of 60 days after written notice of the failure is given to us by the indenture trustee, or to us and the indenture trustee by Series 2007-1 noteholders evidencing interests aggregating more than 25% of the aggregate unpaid principal amount of the Series 2007-1 notes, requiring the same to be remedied, and as a result of which the interests of the noteholders are materially and adversely affected and continue to be materially and adversely affected for the designated period; except that a pay out event described in this subparagraph (b) will not occur if we have accepted reassignment of the related receivable or all related receivables, if applicable, within the designated period; | ||
(c) | our failure to designate receivables in additional accounts to the trust within five business days after we are required to do so, provided that such failure will not give rise to a pay out event if, prior to the date on which such conveyance was required to be completed, we cause a reduction in the invested amount of any variable funding notes of the issuing entity or any variable funding certificate issued under the pooling and servicing agreement to occur, so that after giving effect to that reduction, the transferor interest is not less than the Minimum Transferor Interest and the Aggregate Principal Receivables are not less than the Minimum Aggregate Principal Receivables; | ||
(d) | any servicer default occurs that would have a material adverse effect on your series; | ||
(e) | the average of the Portfolio Yields for any three consecutive calendar months is less than the average of the Base Rates for the same calendar months; | ||
(f) | the outstanding principal balance of the Class A notes, the Class B notes or the Class C notes are not paid in full on the expected principal payment date; | ||
(g) | specified bankruptcy, insolvency, liquidation, reorganization, winding-up, conservatorship, receivership or similar events relating to us or the bank; | ||
(h) | we are unable for any reason to transfer receivables to the trust or the bank is unable for any reason to transfer receivables to us; | ||
(i) | First Bankcard Master Credit Card Trust or the issuing entity becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940, as amended; or |
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(j) | an event of default for Series 2007-1 and an acceleration of the maturity of the Series 2007-1 notes occurs under the indenture. |
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(i) | the aggregate amounts for the preceding monthly period with respect to the aggregate amounts of collections, collections with respect to principal receivables and collections with respect to finance charge receivables; | ||
(ii) | the aggregate defaulted receivables and recoveries for the preceding monthly period; | ||
(iii) | a calculation of the portfolio yield and base rate for each series then outstanding; | ||
(iv) | the aggregate amount of receivables and the balance on deposit in the collection account or any series account applicable to your series with respect to collections processed as of the end of the last day of the preceding monthly period; | ||
(v) | the aggregate amount of dilution from the preceding monthly period; | ||
(vi) | the aggregate amount, if any, of withdrawals, drawings or payments under any enhancement with respect to your series required to be made with respect to the previous monthly period; and | ||
(vii) | the sum of all amounts payable to the noteholders on the succeeding distribution date in respect of interest and principal payable with respect to the notes. |
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Amount or | Source of Funds | Distribution | ||||||
Type of Fees | Calculation | Purpose | for Payment | Priority | ||||
servicing fee | 1/12th of the product of 2%, and the collateral amount for the Series 2007-1 on the last day of the prior monthly period; provided, that if the interchange is less than (a) 1/12 of 1.50% of (b) the collateral amount of the Series 2007-1 notes as of the last day of the monthly period (or, with respect to the first distribution date, approximately $ ), then such deficiency will be subtracted from the monthly fee payable to the servicer | compensation and reimbursement of the servicer | the portion of the servicing fee allocated to any series will be payable from finance charge collections allocated to that series | as specified under “Description of Series Provisions—Applicati on of Finance Charge Collections” | ||||
excess servicing fee | any interchange amount subtracted from the servicing fee as described above, plus 1/12th of the product of the collateral amount as of the last day of the preceding monthly period and the excess of the market rate servicing fee percentage determined by the indenture trustee over 2% | compensation and reimbursement of any successor servicer | the portion of the servicing fee allocated to any series will be payable from finance charge collections allocated to that series | as specified under “Description of Series Provisions—Applicati on of Finance Charge Collections” |
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Principal | ||||
Amount of | ||||
Class A Underwriters | Class A Notes | |||
J.P. Morgan Securities Inc. | $ | |||
Banc of America Securities LLC | $ | |||
ABN AMRO Incorporated | $ | |||
Greenwich Capital Markets, Inc. | $ | |||
Total | $ | 411,250,000 |
Principal | ||||
Amount of | ||||
Class B Underwriters | Class B Notes | |||
J.P. Morgan Securities Inc. | $ | |||
Banc of America Securities LLC | $ | |||
Total | $ | 40,000,000 |
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Principal | ||||
Amount of | ||||
Class C Underwriters | Class C Notes | |||
J.P. Morgan Securities Inc. | $ | |||
Banc of America Securities LLC | $ | |||
Total | $ | 48,750,000 |
Class A | Class B | Class C | ||||||||||
Notes | Notes | Notes | ||||||||||
Concessions | % | % | % | |||||||||
Reallowances | % | % | % |
Amount | ||||||||||||
Underwriters | per | |||||||||||
Discounts | $1,000 | |||||||||||
and | of | Total | ||||||||||
Commissions | Principal | Amount | ||||||||||
Class A Notes | % | % | $ | |||||||||
Class B Notes | % | % | $ | |||||||||
Class C Notes | % | % | $ | |||||||||
Total Class A, Class B and Class C | % | % | $ |
• | it has only communicated or caused to be communicated and 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 Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuing entity; and | ||
• | it has complied, and will comply, with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. |
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(a) | thenumeratorof which is the sum of (x) the interest due on the Series 2007-1 notes on the related distribution date and (y) your series’ share of the monthly servicing fee for the related distribution date; and | ||
(b) | thedenominatorof which is the Series 2007-1 collateral amount,plusamounts on deposit in the principal accumulation account, each as of the first day of that calendar month. |
• | thenumeratorof which is the sum of (a) the amount of finance charge collections available to your series, excluding excess finance charge collections from other series in group one and any amounts withdrawn from the spread account, except that excess finance charge collections from other series applied for the benefit of the Series 2007-1 notes may be included if the rating agencies have confirmed that the inclusion would not impair its rating of the Series 2007-1 notes or any other outstanding series or class of securities,minus(b) the amount of defaulted receivables and uncovered dilution allocated to your series for that calendar month; and | ||
• | thedenominatorof which is the Series 2007-1 collateral amount,plusamounts on deposit in the principal accumulation account, each as of the first day of that calendar month. |
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If the quarterly net yield is | then the Spread Account | |||||||
greater than or equal to: | and less than: | Percentage will equal: | ||||||
5.50% | 1.00 | % | ||||||
5.00% | 5.50 | % | 1.50 | % | ||||
4.75% | 5.00 | % | 2.00 | % | ||||
4.50% | 4.75 | % | 2.50 | % | ||||
4.00% | 4.50 | % | 3.00 | % | ||||
3.50% | 4.00 | % | 4.00 | % | ||||
3.00% | 3.50 | % | 5.25 | % | ||||
2.00% | 3.00 | % | 6.25 | % | ||||
2.00 | % | 6.50 | % |
(1) | The Spread Account Percentage will be 1.00% on the closing date and may not be reduced on any distribution date unless the quarterly net yield on each of the last three distribution dates (including the current distribution date) qualifies for the lower percentage, in which case the Spread Account Percentage will be decreased to the next lowest percentage specified above. |
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Part A | ||
1. Series 2003-3 Maximum Note Principal Balance: | $350,000,000 | |
Interest Rate: | Floating Rate | |
Currently scheduled start of controlled amortization period: | December 1, 2007* | |
Series Servicing Fee Percentage: | 2% | |
Expected final distribution date: | December 15, 2008* | |
2. Series 2004-1 Maximum Note Principal Balance: | $300,000,000 | |
Interest Rate: | Floating Rate | |
Currently scheduled start of controlled amortization period: | June 1, 2009* | |
Series Servicing Fee Percentage: | 2% | |
Expected final distribution date: | June 15, 2010* | |
3. Series 2006-1 Maximum Note Principal Balance | $500,000,000 | |
Interest Rate: | Floating Rate | |
Currently scheduled start of controlled amortization period: | May 1, 2007** | |
Series Servicing Fee Percentage: | 2% | |
Expected final distribution date: | May 15, 2008** | |
4. Series 2006-2 Maximum Note Principal Balance: | $500,000,000 | |
Interest Rate: | Floating Rate | |
Currently scheduled start of controlled amortization period: | October 1, 2009* | |
Series Servicing Fee Percentage: | 2% | |
Expected final distribution date: | October 15, 2010* |
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Part B | ||
1. Series 2005-1 Maximum Collateral Interest Amount: | $600,000,000 | |
Certificate Rate: | Floating Rate | |
Currently scheduled start of controlled amortization period: | October 1, 2010* | |
Series Servicing Fee Percentage: | 2% | |
Expected final distribution date: | October 15, 2011* |
* | Subject to adjustment | |
** | Series 2006-1 is expected to be reduced to zero and terminated concurrently with the issuance of the Series 2007-1 Notes. |
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Issuing Entity
First National Funding LLC | First National Bank of Omaha | |
Depositor | Sponsor and Servicer |
• | may periodically issue asset backed notes in one or more series with one or more classes; and | ||
• | will have a direct or indirect interest in — |
• | receivables in a portfolio of VISA® and MasterCard® revolving credit card accounts owned by First National Bank of Omaha; | ||
• | payments due on those receivables; and | ||
• | other property described in this prospectus and in the accompanying prospectus supplement. |
• | will be paid only from the trust assets; | ||
• | offered with this prospectus will be rated in one of the four highest rating categories by at least one nationally recognized rating organization; | ||
• | may have one or more forms of credit enhancement; and | ||
• | will be issued as part of a designated series which may include one or more classes of notes. |
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Prospectus And The Accompanying Prospectus Supplement
• | the terms, including interest rates, for each class; | ||
• | the timing of interest and principal payments; | ||
• | information about the receivables; | ||
• | information about credit enhancement, if any, for each class; | ||
• | the ratings for each class being offered; and | ||
• | the method for selling the notes. |
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1 | VISA® and MasterCard® are federally registered servicemarks of VISA U.S.A., Inc. and MasterCard International Inc., respectively. |
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It may not be possible to find an investor to purchase your notes. | The underwriters may assist in resales of the notes but they are not required to do so. A secondary market for any notes may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes. | |
Some liens would be given priority over your notes which could cause delayed or reduced payments. | We and the bank account for the transfer of the receivables as a sale. Even so, a court could conclude that we or the bank own the receivables and that the trust holds only a security interest. Even if a court would reach that conclusion, however, steps will be taken to give the indenture trustee a first-priority perfected security interest, either directly or through First Bankcard Master Credit Card Trust. | |
If a court were to conclude that the trust has only a security interest, a tax or governmental lien or other lien imposed under applicable state or federal law on our property or the bank’s property arising before receivables come into existence may be senior to the trust’s interest in the receivables. In addition, the relevant documents permit the bank to transfer the receivables to us subject to liens for taxes that are not yet due or are being contested. Regardless of whether the transfer of the receivables is a sale or a secured borrowing, if any liens exist, the claims of the creditors holding such liens would be superior to our rights and the rights of the trust, thereby possibly delaying or reducing payments on the notes. Additionally, if a receiver or conservator were appointed for the bank, the fees and expenses of the receiver or conservator might be paid from the receivables before the trust receives any payments on the receivables. In addition, the trust may not have a first-priority perfected security interest in collections that have been commingled with other funds and collections will generally be commingled with other funds for two days prior to deposit in a trust account. If any of these events were to occur, payments to you could be delayed or reduced. See “Material Legal Aspects of the Receivables—Transfer of Receivables” and “Description of the Notes—Representations and Warranties” and “—Addition of Trust Assets” in this prospectus. | ||
If the transfer of the collateral certificate by us to the issuing entity is not a sale, then a tax or governmental lien imposed under the applicable state or federal law without consent on our property may be senior to the issuing entity’s interest in the collateral certificate. |
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If a conservator or receiver were appointed for First National Bank of Omaha, or if we become a debtor in a bankruptcy case, delays or reductions in payment of your notes could occur. | If the bank were to become insolvent, or if the bank were to violate laws or regulations applicable to it, the FDIC could act as conservator or receiver for the bank. In that role, the FDIC would have broad powers to repudiate contracts to which the bank was party if the FDIC determined that the contracts were burdensome and that repudiation would promote the orderly administration of the bank’s affairs. Also, if the FDIC were acting as the bank’s conservator or receiver, the FDIC might have the power to extend its repudiation and avoidance powers to us because we are a wholly-owned subsidiary of the bank. | |
The FDIC has adopted a rule stating that, if certain conditions are met, the FDIC shall not use its repudiation power to reclaim, recover or recharacterize as property of an FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. Although the FDIC has the power to repeal or amend its own rules, the securitization rule states that any repeal or amendment of that rule will not apply to any transfers of financial assets made before the repeal or modification. We have structured the issuance of the notes with the intention that the transfers of the receivables by the bank would have the benefit of this rule. If the FDIC were to assert that the rule does not apply to these transfers of receivables or that these transactions do not comply with certain banking laws, however, payments of principal and interest on your notes could be delayed and, if the FDIC were successful, possibly reduced. Even if the rule applies, the FDIC may— | ||
• require the indenture trustee or any of the other transaction parties to go through the administrative claims procedure established by the FDIC in order to obtain payments on the notes from funds held by the bank; | ||
• obtain a stay of any actions by any of those parties to enforce the transaction documents against the bank; or | ||
• repudiate the bank’s on-going obligations under the transaction documents and limit the affected parties’ claims to their “actual direct compensatory damages” (as defined in the statute that governs the FDIC’s authority and actions as a receiver or conservator). | ||
If the FDIC were to successfully take any of these actions, the amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you. | ||
Furthermore, the Financial Services Regulatory Relief Act of 2006 made certain changes to the Federal Deposit |
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Insurance Act (FDIA). As a result of these changes, the FDIA, in certain circumstances, requires the consent of the FDIC before any party could exercise any right or power to terminate, accelerate or declare a default under any contract to which an insolvent bank is a party. We are a wholly-owned bankruptcy remote subsidiary of the bank and our limited liability company agreement limits the nature of our business. If, however, we became a debtor in a bankruptcy case, and either our transfer of the receivables to the trust or our transfer of the collateral certificate to the issuing entity were construed as a grant of a security interest to secure a borrowing, your payments of outstanding principal and interest could be delayed and possibly reduced. | ||
Because we are a wholly-owned subsidiary of the bank, certain banking laws and regulations may apply to us, and if we were found to have violated any of these laws or regulations, payments to you could be delayed or reduced. In addition, if the bank entered conservatorship or receivership, the FDIC could seek to exercise control over the receivables, the collateral certificate or our other assets on an interim or a permanent basis. Although steps have been taken to minimize this risk, the FDIC could argue that— | ||
• our assets (including the receivables and the collateral certificate) constitute assets of the bank available for liquidation and distribution by a conservator or receiver for the bank; | ||
• we and our assets (including the receivables) should be substantively consolidated with the bank and its assets; or | ||
• the FDIC’s control over the receivables is necessary for the bank to reorganize or to protect the public interest. | ||
If these or similar arguments were made, whether successfully or not, payments to you could be delayed or reduced. Furthermore, regardless of any decision made by the FDIC or ruling made by a court, the fact that the bank has entered conservatorship or receivership could have an adverse effect on the liquidity and value of the notes. If a conservator or receiver were appointed for the bank, or if we were to become a debtor in a bankruptcy case, an early payment of principal on all outstanding series could result. Under the terms of the agreement that governs the transfer of the receivables from us to the trust, new principal receivables would not be transferred to the trust. However, the conservator or the receiver may have the power, regardless of the terms of that agreement, to prevent the early payment of principal or to require new principal receivables to continue being transferred. The conservator |
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or receiver may also have the power to alter the terms of payment on the collateral certificate or your notes. In addition, the conservator or receiver would have the power to prevent either the indenture trustee or the noteholders from appointing a new servicer or to direct the servicer to stop servicing the receivables, or to increase the amount or the priority of the servicing fee due to the bank or otherwise alter the terms under which the bank services the receivables. See“Material Legal Aspects of the Receivables— Conservatorship and Receivership; Bankruptcy”in this prospectus. | ||
In the event of conservatorship or receivership of the bank, the conservator or receiver may also have the power to prevent the issuing entity from replacing the bank as administrator for the issuing entity or to direct the bank to stop providing administrative services to the issuing entity or the owner trustee or to increase the amount or priority of the administrative fee due to the bank or otherwise alter the terms under which the bank provides administrative services to the issuing entity or the owner trustee. | ||
The bank may change the terms and conditions of the accounts in a way that reduces collections. | As owner of the accounts, the bank retains the right to change various account terms, including finance charges, other fees and the required monthly minimum payment. These changes may be voluntary on the part of the bank or may be required by law or dictated by market conditions. Changes in interest and fees could decrease the effective yield on the accounts and this could result in an early payment of principal of your notes. Changes could also cause a reduction in the credit ratings on your notes. See“The Receivables Purchase Agreement—Covenants”in this prospectus. | |
Allocations of charged-off receivables or uncovered dilution could reduce payments to you. | The primary risk associated with extending credit under the credit card accounts is the risk of default or bankruptcy of the customer, resulting in the customer’s account balance being charged-off as uncollectible. We rely principally on the customer’s creditworthiness for repayment of the account. The bank may not be able to successfully identify and evaluate the creditworthiness of cardholders to minimize delinquencies and losses. General economic factors, such as the rate of inflation, unemployment levels and interest rates, may result in greater delinquencies that lead to greater credit losses. | |
Unlike charged-off receivables, reductions in the receivables due to returns of merchandise, unauthorized charges or disputes between a cardholder and a merchant and reductions in the receivables due to debt cancellation or debt deferral programs of the bank which are not covered by insurance or reserves, called dilution, are typically absorbed by reductions in our interest in the trust, which is referred to as the transferor interest, or reimbursed by us through cash deposits to the excess funding account and are not intended to be allocated to investors. However, |
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to the extent our transferor interest is insufficient to cover dilution for any calendar month and we then default in our obligation to compensate the trust for these reductions, your series will be allocated a portion of the uncovered dilution. If the amount of charged-off receivables and any uncovered dilution allocated to your series of notes exceeds the amount of funds available to reimburse those amounts, you may not receive the full amount of principal and interest due to you. See“Description of Series Provisions—Investor Charge-Offs”in the accompanying prospectus supplement and“Description of the Notes—Defaulted Receivables; Dilution; Investor Charge-Offs” in this prospectus. | ||
The bank is regulated and supervised by the Officer of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the FDIC. These regulatory authorities, and possibly others, have broad powers of enforcement with respect to the bank and its affiliates. | ||
If any of these regulatory authorities were to conclude an obligation was an unsafe or unsound practice or violated any law, regulation, written condition or agreement applicable to the bank or its affiliates, that authority may have the power to order the bank or affiliate to rescind the agreement giving rise to such obligation or refuse to perform the obligation, to amend the terms of the obligation, or to take any other action determined by that authority to be appropriate. In addition, the bank or affiliate probably would not be liable to you for contractual damages for complying with such order, and you would be unlikely to have any recourse against the regulatory authority. Therefore, if such an order were issued, payment to you could be delayed or reduced. | ||
Current and proposed regulation and legislation may impede collection efforts or reduce collections or restrict the manner in which the bank may conduct its activities. | Various federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card accounts and receivables. Such laws and regulations, among other things, limit the fees and other charges that the bank can impose on customers, limit or prescribe certain other terms of the bank’s products and services or require specified disclosures to consumers. General banking laws, regulations and guidelines specify minimum capital levels and address allowances for loan and lease losses for financial institutions. In some cases, the precise application of these statutes and regulations is not clear. In addition, numerous legislative and regulatory proposals are advanced each year which, if adopted, could have a material adverse effect on the amount of collections available to the trust or further restrict the manner in which the bank may conduct its activities, including its securitizations of credit card receivables. The failure to comply with, or adverse changes in, these laws or regulations or adverse changes in their interpretation, could make it more difficult for the servicer of the receivables to |
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collect payments on the receivables or reduce the finance charges and other fees that can be charged, resulting in reduced collections. | ||
Receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors on those receivables. If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account and, as a result, the related receivables would be written off as uncollectible. See“Material Legal Aspects of the Receivables—Consumer Protection Laws”in this prospectus. | ||
Limited remedies for breaches of representations could reduce or delay payments. | When we transfer the receivables to the trust, we make representations and warranties relating to the validity and enforceability of the receivables arising under the accounts designated to the trust, and as to the perfection and priority of the trustee’s interest in the receivables and the indenture trustee’s interest in the collateral certificate or, after First Bankcard Master Credit Card Trust terminates, the receivables. However, neither the trustee for First Bankcard Master Credit Card Trust, nor the owner trustee for First National Master Note Trust nor the indenture trustee will make any examination of the receivables or the related assets to determine the presence of defects or compliance with the representations and warranties or for any other purpose. | |
A representation or warranty relating to the receivables may be violated if the related obligors have defenses to payment or offset rights, or our creditors or creditors of the bank claim rights to the trust assets. If a representation or warranty is violated, we may have an opportunity to cure the violation. If we are unable to cure the violation within the specified time period or if there is no right to cure the violation, we must accept reassignment of the receivables affected by the violation. These reassignments are the only remedy for breaches of representations and warranties, even if your damages exceed your share of the reassignment price. See“Description of the Notes—Representations and Warranties”in this prospectus. | ||
Payment and origination patterns of receivables could reduce collections. | The receivables transferred to the trust may be paid at any time. Prepayments represent principal reductions in excess of the contractually scheduled reductions. The rate of cardholder prepayments or defaults on credit card balances may be affected by a variety of economic factors, including interest rates and the availability of alternative financing, most of which are not within our control or the control of the bank. We cannot assure the creation of additional receivables in the accounts designated to the trust or that any particular pattern of cardholder payments will occur. A significant decline in either monthly payment rates or the amount of new receivables generated could |
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result in the occurrence of a pay out event for one or more series and the commencement of the rapid amortization period for each of those series. If a pay out event occurs, you could receive payment of principal sooner than expected. In addition, changes in finance charges can alter the monthly payment rates of cardholders. A significant decrease in monthly payment rates could slow the return or accumulation of principal during an amortization period or accumulation period. See“Maturity Considerations”in the accompanying prospectus supplement. | ||
The credit card industry is highly competitive. There is increased competitive use of advertising, target marketing and pricing competition. Both traditional and new credit card issuers seek to expand or to enter the market and compete for customers. Congress and the states may enact new laws and amendments to existing laws to regulate further the credit card industry or to reduce finance charges or other fees or charges applicable to credit card accounts. In addition, certain credit card issuers assess periodic finance charges or other fees or charges at rates lower than the rate currently being assessed on most of the accounts. | ||
If cardholders choose to utilize other competing sources of credit, the rate at which new receivables are generated in the accounts may be reduced and purchase and payment patterns with respect to receivables may be affected. The trust will be dependent upon the bank’s continued ability to generate new receivables. If the rate at which new receivables are generated declines significantly and the bank does not add additional accounts to the trust, a pay out event could occur. | ||
The bank depends on its ability to sell and securitize its credit card receivables to fund new receivables. | The bank’s ability to originate and service receivables depends upon its continued access to funding sources. The bank uses securitization of its credit card receivables as a significant funding source. A number of factors affect securitization transactions, some of which are beyond the bank’s control, including: | |
• conditions in the securities markets in general and the asset-backed securitization market in particular; | ||
• interpretation and application of complex regulations and accounting rules, and changes therein; | ||
• conformity in the quality of credit card receivables to rating agency requirements and changes in those requirements; and | ||
• availability of credit enhancement. |
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These factors could adversely affect the bank’s ability to effect securitization transactions or the benefits to the bank of securitization transactions. | ||
Failure to obtain acceptable credit ratings or more stringent credit enhancement requirements could decrease the efficiency of or have an adverse effect on the timing of, or the bank’s ability to effect, future securitizations. | ||
The bank intends to continue securitizations of its credit card receivables. The inability to securitize credit card receivables due to changes in the market, the unavailability of credit enhancements, or any other circumstance or event could have a material adverse effect on the bank’s operating results, liquidity and ability to generate new receivables. | ||
Subordinated classes bear losses before senior classes. | One or more classes of notes in a series may be subordinated to one or more senior classes of notes in the same series. Principal allocations to the subordinated class or classes may not begin until each of the more senior classes has been paid in full. Additionally, if collections of finance charge receivables allocated to a series are insufficient to cover amounts due for that series’ senior notes or to pay servicer fees related to that series or to reimburse for that series’ share of charged-off receivables or uncovered dilution, the collateral amount for the series might be reduced. This would reduce the amount of finance charge collections available to the series in future periods and could cause a possible delay or reduction in principal and interest payments on the subordinated notes. | |
Commingling of collections. | While First National Bank of Omaha is the servicer, collections held by the bank may, subject to some conditions, be commingled and used for the bank’s own benefit prior to the business day before each distribution date. As a result, the trust may not have a perfected interest in those collections. In addition, if a receiver or conservator were appointed for the servicer at a time when collections were in the servicer’s possession, the trust may not be able to obtain, or experience delays in obtaining, control of such collections. | |
Prior to the occurrence of certain adverse events with respect to the servicer, the collection account may be maintained with the servicer. Upon the occurrence of any such event with respect to the servicer, the servicer shall deposit all collections into the collection account which shall be established with a qualified institution other than the servicer. | ||
Recharacterization of principal receivables would reduce principal receivables and may require the addition of new receivables. | As described under“Description of the Notes—Discount Option,”we may designate a percentage of the receivables that would otherwise be treated as principal receivables to be treated as finance charge receivables. This designation should decrease the likelihood of a pay out event occurring |
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as a result of a reduction of the average net portfolio yield for a given period. However, this designation will also reduce the aggregate amount of principal receivables, which may increase the likelihood that we will be required to add receivables to the trust. If we were unable to add receivables and could not make a sufficient cash deposit into the excess funding account, one or more series of notes, including your series, could go into a rapid amortization period. | ||
The note interest rate and the receivables interest rate may reset at different times, or the interest rate terms of the receivables and the notes may otherwise differ, resulting in reduced or early payments to you. | Accounts may have finance charges assessed at either a fixed rate or at a variable rate with a fixed rate floor. A series of notes may bear interest either at a fixed rate or at a floating rate based on an index that may differ from that applicable to the accounts. If the interest rate charged on the accounts declines, collections of finance charge receivables may be reduced without a corresponding reduction in the amounts of interest payable on your notes and other amounts required to be paid out of collections of finance charge receivables. If the interest rate on the accounts declines or the interest rate on a series increases, this could decrease the spread, or difference, between collections of finance charge receivables and those collections allocated to make interest payments, servicing fee payments and some other amounts on your notes as set forth in the related prospectus supplement. This would increase the risk of early repayment of your notes, as well as the risk that there may not be sufficient collections to make all required payments on your notes. | |
We may assign our obligations as depositor and the bank may assign its obligations as servicer. | In our capacity as depositor and the bank’s capacity as servicer, either of us may transfer our rights and obligations under the pooling and servicing agreement and transfer and servicing agreement to one or more entities without noteholders’ consent so long as specific conditions are satisfied. The entity assuming the rights and obligations may or may not be affiliated with us or the bank. After the assignment, either we or the bank, as the case may be, would have no further liability or obligation under the pooling and servicing agreement or transfer and servicing agreement, other than those liabilities that arose prior to the transfer. | |
It may be difficult to find a suitable successor servicer if the bank ceases to act as servicer. | If the bank is terminated as servicer as described under “The Servicer—Servicer Default; Successor Servicer” in this prospectus, the trustee will appoint a successor servicer. Because the bank, as servicer, has significant responsibilities with respect to the servicing of the transferred receivables, the trustee may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor servicer or may not be willing to perform those duties for the amount of the servicing fee currently payable under the transfer and servicing agreement and pooling and servicing agreement. If no successor has been appointed and has accepted the |
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appointment by the time the servicer ceases to act as servicer, the trustee will automatically become the successor servicer. The Bank of New York Trust Company, N.A., the trustee, does not have credit card operations. If The Bank of New York Trust Company, N.A. is automatically appointed as successor servicer it may not have the capacity to perform the duties required of a successor servicer and current servicing compensation under the transfer and servicing agreement and pooling and servicing nt to cover its actual cost and expenses of servicing the accounts. | ||
The application of the Servicemembers Civil Relief Act may lead to delays in payment or losses on your securities. | The Servicemembers Civil Relief Act, as amended (the “Relief Act”) and similar state legislation may limit the interest payable on a receivable during an obligor’s period of active military duty. These laws could adversely affect the ability of the servicer to collect full amounts of interest on a receivable. Thus, these laws may cause delays and losses in payments to holders of the securities. See “Material Legal Aspects of the Receivables – The Servicemembers Civil Relief Act”in this prospectus. |
• | acquiring, owning and managing the trust assets and the proceeds of those assets; | ||
• | issuing and making payments on the notes; and | ||
• | engaging in related activities. |
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• | First National Bank of Omaha and its subsidiaries including First National Credit Card Center, Inc.; | ||
• | First National Bank and Trust Company of Columbus; | ||
• | First National Bank (doing business as First National Bank of Alliance — Chadron — Gering — North Platte — Scottsbluff and, in Chadron, as First National Bank North Platte); | ||
• | Platte Valley State Bank & Trust Company; |
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• | The Fremont National Bank and Trust Company; | ||
• | First National of Illinois, Inc. and its wholly owned subsidiary, Castle Bank, N.A.; | ||
• | First National Bank of Kansas; | ||
• | First National Bank South Dakota; | ||
• | First National of Colorado, Inc. and its wholly owned subsidiaries, including First National Bank, Ft. Collins, First National Bank of Colorado, and Union Colony Bank; and | ||
• | InfiCorp Holdings, Inc. and its wholly owned subsidiary, InfiBank, National Association. |
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• | all proceeds of these receivables and related payments under credit insurance policies and similar debt cancellation and debt deferral programs provided directly or indirectly by the bank and/or its affiliates, and other related recoveries, net of expenses of collection; | ||
• | all monies on deposit in specified trust accounts or investments made with these monies, including any earned investment proceeds, if the prospectus supplement for your series of notes so indicates; | ||
• | the issuing entity’s rights under the transfer and servicing agreement; | ||
• | the right to receive related interchange; and | ||
• | proceeds of any related credit enhancement or derivative contracts, consisting of interest rate swaps, currency swaps, credit swaps, interest rate caps, interest rate floors or bankruptcy options, which are instruments under which a counterparty assumes the risk of an increase in bankruptcies in exchange for payment, each as described in the prospectus supplement for your series of notes. |
• | principal receivables, which are amounts charged by trust account cardholders for goods, services and cash advances; and | ||
• | finance charge receivables, which include interchange, periodic finance charges and other amounts charged to trust accounts, including cash advance fees, annual cardholder fees, over-limit fees, late fees and returned check fees. |
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• | the amount of principal receivables; | ||
• | the amount of finance charge receivables; | ||
• | the range of balances of the accounts; | ||
• | the range and average of credit limits of the accounts; | ||
• | the range and average of ages of the accounts; | ||
• | information regarding obligor credit quality; | ||
• | the geographic distribution of the accounts; and | ||
• | delinquency, loss and revenue statistics relating to the accounts. |
• | amounts allocated to principal payments and interest payments; | ||
• | maturity date; | ||
• | interest rate; and | ||
• | availability and amount of enhancement. |
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• | defaulted receivables or uncovered dilution or; | ||
• | reallocation of principal collections to cover shortfalls in the payment of interest, servicing fees or other specified amounts to be paid from finance charge collections. |
• | will be represented by notes registered in the name of a DTC nominee; | ||
• | will be available for purchase in minimum denominations of $1,000 and multiples of $1,000 in excess of that amount; and | ||
• | will be available for purchase in book-entry form only. |
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• | we advise the indenture trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to that series or class of notes, and the indenture trustee or the issuing entity is unable to locate a qualified successor; | ||
• | we, at our option, advise the indenture trustee in writing that we elect to terminate the book-entry system through DTC with respect to that series or class of notes; or | ||
• | after the occurrence of a servicer default, a pay out event or an event of default, note owners representing more than 50%—or another percentage specified in the accompanying prospectus supplement—of the outstanding principal amount of the notes of that series or class advise the indenture trustee and DTC through participants in writing that the continuation of a book-entry system through DTC or a successor to DTC is no longer in the best interest of those note owners. |
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• | collections of finance charge receivables allocated to the series during the preceding monthly period or periods, including net recoveries, interchange and collections of excess finance charge receivables allocated to the series from other series; | ||
• | investment earnings, if any, on any funds held in trust accounts, to the extent described in the accompanying prospectus supplement; | ||
• | any credit enhancement or derivative instrument, to the extent described in the accompanying prospectus supplement; and | ||
• | collections of principal receivables treated as collections of finance charge receivables as described under“—Discount Option,”to the extent described in the accompanying prospectus supplement. |
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(1) | each rating agency confirms that the new issuance will not impair its rating of any outstanding series or class of securities; | ||
(2) | we certify that we reasonably believe, based on the facts known to the certifying officer, that the new issuance will not cause a pay out event, an event of default or materially and adversely affect the amount or timing of distributions to be made to the noteholders of any series or class; | ||
(3) | after giving effect to the new issuance, the transferor interest is not less than the Minimum Transferor Interest and the Aggregate Principal Receivables are not less than the Minimum Aggregate Principal Receivables; | ||
(4) | we deliver an opinion of counsel to the effect that, for federal income tax purposes: |
(a) | except as otherwise stated in the related indenture supplement, the notes of the new series will be characterized as debt; | ||
(b) | the issuance will not adversely affect the tax characterization as debt of the notes of any outstanding series or class that were characterized as debt at the time of their issuance as confirmed by an opinion of counsel to that effect delivered at the time of such issuance; | ||
(c) | the new issuance will not cause the issuing entity to be deemed to be an association or publicly traded partnership taxable as a corporation; and | ||
(d) | the new issuance will not cause or constitute an event in which gain or loss would be recognized by any noteholder; and |
(5) | unless First Bankcard Master Credit Card Trust has been terminated, all of the conditions required for it to issue a new series of investor certificates are satisfied, as described under“Pooling and Servicing Agreement—New Issuances of Investor Certificates”in this prospectus. |
• | each account is an Eligible Account as of the date it is designated to the trust and each receivable is an Eligible Receivable on the date it is transferred to the trust; | ||
• | the account schedule and information contained therein is accurate and complete in all material respects; | ||
• | we own all right, title and interest in each such receivable and have the right to transfer it to the trust; and | ||
• | all governmental approvals required to be obtained by us or the bank in connection with the transfer of each such receivable to the trust have been obtained and remain in full force and effect. |
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• | the taxes are not due and payable, or | ||
• | we or the bank are contesting the validity of the taxes in good faith by an appropriate legal proceeding and we or the bank, as applicable, have set aside on our books or the bank’s books adequate reserves with respect thereto. |
• | our valid existence and good standing as a limited liability company under the laws of the State of Nebraska and our ability to perform our obligations under each transaction document; | ||
• | our qualification to do business and good standing (or exemption from such requirements) in any state required in order to conduct business and our possession of necessary licenses and approvals required under federal and Nebraska law (no representation or warranty is made with respect to any qualifications, licenses or approvals which the trustee would have to obtain to do business in any state in which the trustee seeks to enforce any receivable); | ||
• | the due authorization, execution, delivery and performance of each transaction document to which we are a party; | ||
• | the enforceability of each transaction document against us as legal, valid and binding obligations; | ||
• | the effectiveness of the agreement governing our transfer of the receivables to the trust as either a valid sale, transfer and assignment of, or a grant of a first priority perfected security interest in, the receivables, other than liens permitted by that transfer agreement; and |
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• | the absence of any depositor claims or interests in the collection account, excess funding account, series accounts or credit enhancement for a series, except as otherwise expressly provided in the transaction documents. |
• | the transfer and assignment of the collateral certificate under the transfer and servicing agreement constitutes: |
(a) | either a sale of the collateral certificate; | ||
(b) | a grant of a perfected security interest therein from us to the issuing entity; or | ||
(c) | a grant of a perfected security interest in the collateral certificate from us to the indenture trustee. |
• | the collateral certificate has not been sold, transferred, assigned or pledged by us to any person other than pursuant to the transfer and servicing agreement; | ||
• | immediately prior to our transfer and assignment to the issuing entity, we have good and marketable title to the collateral certificate free and clear of all liens, other than liens permitted by the transfer and servicing agreement; | ||
• | immediately upon our transfer and assignment of the collateral certificate to the issuing entity, the issuing entity will have either (a) good and marketable title to the collateral certificate free and clear of all liens, other than liens permitted by the transfer and servicing agreement or (b) a perfected security interest in the collateral certificate; and | ||
• | all actions necessary under the applicable Uniform Commercial Code have been taken to give either the issuing entity or the indenture trustee a first priority perfected security interest or ownership interest in the collateral certificate. |
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• | for any monthly period, there may be no more than one designation and no designation may include any accounts acquired by the bank from third-party financial institutions; | ||
• | the principal balance of the additional accounts does not exceed either: | ||
• | the product of: |
(a) | 15% and | ||
(b) | the aggregate amount of principal receivables in the trust as of the first day of the third preceding monthly period; |
• | the product of: |
(a) | 20% and | ||
(b) | the aggregate amount of principal receivables in the trust as of the first day of the calendar year in which the addition is to occur; |
• | the product of: |
(a) | 15% and | ||
(b) | the number of accounts in the trust as of the first day of the third preceding monthly period; |
• | the product of: |
(a) | 20% and | ||
(b) | the number of accounts in the trust as of the first day of the calendar year in which the addition is to occur; |
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• | we must give each rating agency, the indenture trustee and the servicer prior notice of each addition, and if the additional accounts would exceed the limits described above for additional accounts or include accounts purchased from third-party financial institutions, then each rating agency must confirm that the addition will not impair its rating of any outstanding securities; | ||
• | we must deliver a written assignment to the trustee; | ||
• | we must represent and warrant that: |
• | each additional account is an Eligible Account and each receivable in such additional account is an Eligible Receivable; | ||
• | no selection procedures that we believe to be materially adverse to the securityholders were used in selecting the additional accounts; | ||
• | we are not insolvent; | ||
• | the transfer of the additional receivables constitutes a valid transfer and assignment to the trust of all our right, title or interest in the receivables in the additional accounts or the grant of a first priority perfected security interest in those receivables free and clear of any liens except for liens permitted under the pooling and servicing agreement or the transfer and servicing agreement; and | ||
• | we must deliver an opinion of counsel with respect to the perfection of the transfer and related matters and an officer’s certificate certifying matters regarding the accounts, the assignment, the marking of its computer files to identify the additional accounts and the delivery of a schedule of the additional accounts. |
• | the taxes are not due and payable, or | ||
• | we or the bank are contesting the validity of the taxes in good faith by an appropriate legal proceeding and we or the bank, as applicable, have set aside on our books or the bank’s books adequate reserves with respect thereto. |
(1) | each rating agency confirms that the removal will not impair its rating of any outstanding securities, | ||
(2) | the removal will not, in our reasonable belief: |
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• | cause a pay out event to occur for any series, | ||
• | cause the transferor interest to be less than the Minimum Transferor Interest, or cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or | ||
• | result in the failure to make any payment specified in the related supplement with respect to any series of securities, |
(3) | we represent and warrant that: |
• | accounts, or administratively convenient groups of accounts, such as billing cycles, were chosen for removal randomly or otherwise not on a basis intended to select particular accounts or groups of accounts for any reason other than administrative convenience and no selection procedure was used by us that is materially adverse to the interests of the holders of securities or | ||
• | accounts were identified because of a third-party cancellation, or expiration without renewal, of an affinity, private-label or similar arrangement, |
(4) | the principal receivables of the removed accounts are less than 5% of the aggregate amount of principal receivables in the trust, or if a series has been paid in full, the initial principal amount of that series, | ||
(5) | we deliver to the owner trustee, indenture trustee and the trustee for First Bankcard Master Credit Card Trust, if applicable, the written assignment, the computer file listing removed accounts, and our officer’s certificate confirming compliance with the conditions, and |
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• | the date that series’ collateral amount equals the principal amount of that series of notes; | ||
• | the date specified in the related prospectus supplement, which will be no later than one year after that series’ closing date; and | ||
• | the commencement of a rapid amortization period. |
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• | the series’ initial collateral amount; | ||
• | the initial principal balance of the series of notes; | ||
• | the date on which the series’ collateral amount is expected to equal the series’ initial principal balance, less any principal payments on that series and any investor charge-offs and uncovered dilution allocated to that series; | ||
• | the date by which the funding period will end; and | ||
• | what other events, if any, will occur if the end of the funding period is reached before the full collateral amount is funded. |
(1) | the bank remains the servicer; and | ||
(2) | the servicer either: |
• | provides a letter of credit, surety bond or similar arrangement covering the collection and payment obligations of the servicer acceptable to each rating agency, as evidenced by a letter from each rating agency, | ||
• | has and maintains a certificate of deposit or short-term debt rating of at least A-1 by Standard & Poor’s, P-1 by Moody’s and F1 by Fitch or, in each case, a lower rating satisfactory to the applicable rating agency, or | ||
• | makes other arrangements such that each rating agency confirms that this action will not impair the ratings of any outstanding series or class of securities. |
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• | the outstanding principal amount of the notes of that series,plus | ||
• | any accrued and unpaid interest (including interest on any overdue interest as required in the related prospectus supplement for a series) through the day preceding the distribution date on which the repurchase occurs (or, if the repurchase does not occur on a distribution date, through the next distribution date). |
(a) | in the case of a pre-funded paired series, an equal amount of funds on deposit in any prefunding account for that pre-funded paired series will be released, which funds will be distributed to us; | ||
(b) | in the case of a paired series having a variable principal amount, an interest in that variable paired series in an equal or lesser amount may be sold by the issuing entity, and the proceeds from the issuance will be distributed to us; and | ||
(c) | in either case, the collateral amount of the later issued series will increase by up to a corresponding amount. |
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(a) | bankruptcy, insolvency, liquidation, conservatorship, receivership or similar events relating to us or the bank; | ||
(b) | First Bankcard Master Credit Card Trust or the issuing entity becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940, as amended; and | ||
(c) | we are unable for any reason to transfer receivables to the trust or the bank is unable for any reason to transfer receivables to us when required. |
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• | any liabilities, costs or expenses arising from any action taken by the trustee for First Bankcard Master Credit Card Trust or the indenture trustee at the direction of securityholders; | ||
• | any losses, claims or damages incurred by the indemnified party, as owners of secured notes, for example, as a result of the performance of the receivables, market fluctuations, a shortfall or failure to make payment under any enhancement or other similar market or investment risks associated with ownership of secured notes; and | ||
• | any liabilities, costs or expenses arising under any tax law, including any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income or any related penalties or interest, required to be paid by the trust, the issuing entity or the securityholders. |
(1) | each rating agency confirms that the transfer will not impair its rating of any outstanding series or class of securities; and | ||
(2) | we deliver an opinion of counsel to the effect that, for federal income tax purposes: |
(a) | the transfer will not cause the issuing entity to be deemed to be an association or publicly traded partnership taxable as a corporation; and | ||
(b) | the transfer will not cause or constitute an event in which gain or loss would be recognized by any noteholder. |
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(1) | the entity, if other than us or the servicer, as applicable, formed by the consolidation or merger or that acquires our property or assets or the servicer’s property or assets, as the case may be: |
(a) | with respect to us, is organized under the laws of the United States or any one of its states and (x) is a business entity that may not become a debtor in a proceeding under the bankruptcy code or (y) is a special-purpose entity, the powers and activities of which are limited to the performance of our obligations under the pooling and servicing agreement, transfer and servicing agreement and related documents; | ||
(b) | with respect to the servicer, is a national banking association, state banking corporation or other entity organized and existing under the laws of the United States or any of its states that is not subject to the U.S. Bankruptcy Code; and | ||
(c) | expressly assumes, by a supplemental agreement, to perform every covenant and obligation of us or the servicer, as applicable, under the pooling and servicing agreement, the transfer and servicing agreement and related documents; |
(2) | delivery to the trustee for First Bankcard Master Credit Card Trust and the indenture trustee of an officer’s certificate stating that the merger, consolidation or transfer and the related supplemental agreement comply with the pooling and servicing agreement or the transfer and servicing agreement, as applicable, and that all conditions precedent relating to the applicable transaction have been complied with and an opinion of counsel to the effect that the related supplemental agreement is legal, valid and binding with respect to us or the servicer, or our respective successors, as applicable; and | ||
(3) | delivery of notice of the applicable transaction to each rating agency and, with respect to an applicable transaction pertaining to us, we receive written confirmation from each rating agency that the applicable transaction will not impair its rating of any outstanding series or class of securities. |
• | the servicer must maintain in effect all qualifications required in order to properly service, and materially comply with applicable laws in connection with servicing, the receivables and related accounts unless the failure to do so would not have a material adverse effect on the interests of noteholders; | ||
• | the servicer may not permit any rescission or cancellation of a receivable except as ordered by a court or other governmental authority or in the ordinary course of business in accordance with the bank’s credit card guidelines; | ||
• | the servicer may not take any action which, nor omit to take any action the omission of which, would materially impair the rights of noteholders in any receivable or account, nor may it, except in the ordinary course of its business and in accordance with the bank’s credit card guidelines, reschedule, revise or defer collections due on the receivables, except as noted above; and |
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• | except in connection with its enforcement or collection of an account, the servicer will take no action to cause any receivable to be evidenced by any instrument, other than an instrument that, taken together with one or more other writings, constitutes chattel paper and, if any receivable is so evidenced it shall be reassigned or assigned to the servicer as provided in the transfer and servicing agreement or the pooling and servicing agreement, as applicable. |
(1) | any failure by the servicer: |
(a) | to make any payment, transfer or deposit, | ||
(b) | to give instructions or notice to the applicable trustee pursuant to certain provisions of the pooling and servicing agreement or the indenture, as applicable and as supplemented, or | ||
(c) | to instruct the applicable trustee to make any required drawing, withdrawal or payment under any enhancement, |
(2) | failure on the part of the servicer duly to observe or perform in any respect any other agreements of the servicer contained in the pooling and servicing agreement, as supplemented, or the transfer and servicing agreement, as applicable, that: |
(a) | has a material adverse effect on the interests of the holders of securities of any series, and | ||
(b) | continues unremedied for a period of 60 days after the date on which written notice of that failure, requiring the same to be remedied, has been given: |
(1) | to the servicer by the applicable trustee, or | ||
(2) | to the servicer and the applicable trustee or trustees by holders of securities evidencing not less than 25% of the outstanding principal balance of any series adversely affected thereby, |
and continues to materially adversely affect those holders for that period; or the servicer shall delegate its duties under the pooling and servicing agreement or the transfer and servicing agreement, as applicable, except as permitted thereunder; | |||
(3) | any representation, warranty or certification made by the servicer in the pooling and servicing agreement, as supplemented, or the transfer and servicing agreement, as applicable, or in any certificate delivered under either of the foregoing that: |
(a) | proves to have been incorrect when made, | ||
(b) | causes a material adverse effect on the holders of securities of any series, and | ||
(c) | continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of that failure, requiring the same to be remedied, has been given: |
(1) | to the servicer by the applicable trustee, or |
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(2) | to the servicer and the applicable trustee by the holders of securities evidencing not less than 25% of the outstanding principal balance of any series of securities adversely affected thereby, |
(4) | the occurrence of certain events of bankruptcy, insolvency or receivership relating to the servicer; or | ||
(5) | any other event specified in the accompanying prospectus supplement or in the related indenture supplement. |
(a) | clause (1) above, for a period of 10 additional business days, or | ||
(b) | clause (2) or (3) above, for a period of 60 additional days, |
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• | the applicable monthly period, determination date, record date, distribution date, transfer date, interest period and, if applicable, controlled accumulation date; | ||
• | the aggregate collections processed during the preceding monthly period; | ||
• | the aggregate collections of principal receivables and finance charge receivables processed during the preceding monthly period; | ||
• | collections of principal receivables and finance charge receivables allocated to the series; | ||
• | for months during which the servicer is required to make deposits of collections after the distribution date, the aggregate balance on deposit in any account relating to the series; | ||
• | the aggregate amount, if any, of drawings on any enhancement, if any, for the series; | ||
• | the aggregate amount of interchange to be allocated to the trust; | ||
• | the total amount of principal and interest to be distributed to the noteholders of the series; | ||
• | the amount of that distribution allocable to principal on notes of the series; | ||
• | the amount of that distribution allocable to interest on the notes of the series; | ||
• | the aggregate defaults and uncovered dilution, if any, allocated to the series; | ||
• | the aggregate amount of recoveries for the trust; | ||
• | the aggregate outstanding balance of accounts broken out by delinquency status; | ||
• | the amount of reductions, if any, to the collateral amount due to defaulted receivables and dilution allocated to the series and any reimbursements of previous reductions to the collateral amount; | ||
• | the monthly servicing fee for the series; | ||
• | the amount available under the credit enhancement, if any, for the series or each class of the series; | ||
• | the base rate and portfolio yield, each as defined in the related prospectus supplement for the series; | ||
• | if the series or a class of the series bears interest at a floating or variable rate, information relating to that rate; | ||
• | for any distribution date during a funding period, the remaining balance in each transaction account; | ||
• | for the first distribution date that is on or immediately following the end of a funding period, the amount of any remaining balance in the prefunding account that has not been used to fund the purchase of receivables and is being paid as principal on the notes; | ||
• | number of accounts and amount of principal receivables at the beginning, end and on average for the monthly period; | ||
• | any new issuances of securities secured by the receivables in the trust portfolio; | ||
• | information on account additions and account removals during the monthly period; |
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• | Minimum Transferor Interest as of the end of the related monthly period; | ||
• | transferor interest as of the end of the related monthly period; | ||
• | aggregate principal balance of the receivables as of the end of the related monthly period; | ||
• | Minimum Aggregate Principal Receivables as of the end of the related monthly period; | ||
• | any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments; | ||
• | any material breaches of representations and warranties relating to the pool assets or material breaches to transaction documents; | ||
• | any material changes in the solicitation, credit granting, underwriting, origination, acquisition or pool selection criteria or procedures, if applicable, used to originate, acquire or select new pool assets; and | ||
• | any material changes to the pool assets during the prefunding period or the revolving period or upon the issuance of new securities secured by the pool assets. |
• | a statement of the servicing party’s responsibility for assessing compliance with the applicable servicing criteria; | ||
• | a statement that the servicing party used the criteria described in the following paragraph to assess compliance with the applicable servicing criteria; | ||
• | the servicing party’s assessment of compliance with the applicable servicing criteria for the applicable fiscal year; and | ||
• | a statement that a registered public accounting firm has issued an attestation report on the servicing party’s assessment of compliance with the applicable servicing criteria for the applicable fiscal year. |
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• | a review of the servicer’s activities during the applicable calendar year and of its performance under the servicing agreement has been made under the officer’s supervision; and | ||
• | to the best of the officer’s knowledge, based on the officer’s review, the servicer has fulfilled all of its obligations under the servicing agreement in all material respects or, if there has been a failure to fulfill any of the servicer’s obligations in any material respect, specifying the nature and status of the failure. |
(1) | we deliver to the owner trustee and the indenture trustee a certificate of an authorized officer stating that, in our reasonable belief, the amendment will not: |
(a) | result in the occurrence of a pay out event or an event of default; or | ||
(b) | materially and adversely affect the amount or timing of distributions to be made to noteholders of any series or class; and |
(2) | each rating agency confirms that the amendment will not impair its rating of any outstanding series or class of notes. |
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(1) | reduces the amount of, or delays the timing of: |
(a) | any distributions to be made to noteholders of any series or deposits of amounts to be distributed; or | ||
(b) | the amount available under any credit enhancement, |
(2) | changes the definition of or manner of calculating the interest of any noteholder; or | ||
(3) | reduces the percentage of the outstanding principal balance of the notes required to consent to any amendment; |
(1) | the issuing entity fails to pay principal when it becomes due and payable on the final maturity date for that series of notes; | ||
(2) | the issuing entity fails to pay interest on any notes on a distribution date on which such interest is scheduled to be paid and the default continues for a period of 35 days; | ||
(3) | bankruptcy, insolvency, conservatorship, receivership, liquidation or similar events relating to the issuing entity; | ||
(4) | the issuing entity fails to observe or perform any covenant or agreement made in the indenture in respect of the notes of that series, and: |
(a) | the failure continues, or is not cured, for 60 days after notice to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by noteholders representing at least 25% of the then-outstanding principal amount of that series of notes; and | ||
(b) | as a result, the interests of the noteholders are materially and adversely affected, and continue to be materially and adversely affected during the 60-day period; or |
(5) | any additional event specified in the indenture supplement related to that series. |
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(a) | the issuing entity has paid or deposited with the indenture trustee a sum sufficient to pay (i) all principal and interest due on the notes, and all other amounts, that would then be due if the event of default giving rise to the acceleration had not occurred, plus (ii) all amounts then payable to the indenture trustee; and | ||
(b) | all events of default (other than nonpayment of the principal of the notes that has become due solely by such acceleration) have been cured or waived. |
(1) | the indenture trustee, after being advised by counsel, determines that the action it is directed to take is in conflict with rule of law or the indenture; | ||
(2) | the indenture trustee determines in good faith that the requested actions would be illegal or involve the indenture trustee in personal liability or be unjustly prejudicial to noteholders not making the request or direction; or | ||
(3) | the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the action so directed. |
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• | the noteholder or noteholders have previously given the indenture trustee written notice of a continuing event of default; | ||
• | the noteholders representing not less than 25% of the then-outstanding principal balance of each affected series have made a written request of the indenture trustee to institute a proceeding as indenture trustee; | ||
• | the noteholders offer to the indenture trustee indemnification satisfactory to it against the costs, expenses and liabilities of instituting a proceeding; | ||
• | the indenture trustee has not instituted a proceeding within 60 days after receipt of the request and offer of indemnification; and | ||
• | during the 60-day period following receipt of the written request and offer of indemnification, no direction inconsistent with the request has been given by noteholders representing more than 25% of the then-outstanding principal balance of the notes of each affected series. |
• | institute proceedings in its own name and as trustee for the collection of all amounts then payable on the notes of the affected series or under the indenture with respect to such series; or | ||
• | take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee and the noteholders of the affected series. |
• | receipt by the indenture trustee of the consent of all noteholders of the affected series; | ||
• | determination by the indenture trustee that any proceeds from exercising the remedy will be sufficient to discharge in full all principal and interest due on the accelerated notes, and the indenture trustee obtains the |
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consent of noteholders holding more than 50% of the then-outstanding principal balance of the affected series; or | |||
• | determination by the indenture trustee that the assets may not continue to provide sufficient funds for the payment of principal of and interest on those notes as they would have become due if the notes had not been accelerated, and the indenture trustee obtains the consent of noteholders holding at least 66 2/3% of the then outstanding principal balance of each class of the notes of the affected series. |
(1) | the entity, if other than the issuing entity, formed by or surviving the consolidation or merger or that acquires the issuing entity’s business: |
(a) | is organized and existing under the laws of the United States or any one of its states; | ||
(b) | is not subject to regulation as an “investment company” under the Investment Company Act of 1940; | ||
(c) | expressly assumes, by supplemental indenture, the issuing entity’s obligation to make due and punctual payments of the principal and interest upon all the notes and the performance of every covenant of the issuing entity under the indenture; | ||
(d) | in the case of a sale of the issuing entity’s business, expressly agrees, by supplemental indenture that (A) all right, title and interest so conveyed or transferred by the issuing entity will be subject and subordinate to the rights of the noteholders and (B) it will make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934 in connection with the notes; and | ||
(e) | in the case of a sale of the issuing entity’s business, expressly agrees to indemnify the issuing entity from any loss, liability or expense arising under the indenture and the notes; |
(2) | no pay out event or event of default will have occurred and be continuing immediately after the transaction; | ||
(3) | each rating agency confirms that the transaction will not impair its rating of any outstanding series or class of notes; |
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(4) | the issuing entity will have received an opinion of counsel to the effect that for federal income tax purposes: |
(a) | the transaction will not adversely affect the tax characterization as debt of notes of any outstanding series or class that were characterized as debt at the time of their issuance, as confirmed by an opinion of counsel delivered at that time; | ||
(b) | the transaction will not cause the issuing entity to be deemed to be an association or publicly traded partnership taxable as a corporation; and | ||
(c) | the transaction will not cause or constitute an event in which gain or loss would be recognized by any noteholder; |
(5) | any action necessary to maintain the lien and security interest created by the indenture will have been taken; and | ||
(6) | the issuing entity has delivered to the indenture trustee an opinion of counsel and officer’s certificate each stating that the transaction satisfies all requirements under the indenture and that the supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable. |
• | except as expressly permitted by the indenture, the transfer and servicing agreement or related documents, sell, transfer, exchange or otherwise dispose of any part of the assets of the issuing entity that secure the notes unless directed to do so by the indenture trustee; | ||
• | claim any credit on or make any deduction from payments in respect of the principal of and interest on the notes—other than amounts withheld under the Internal Revenue Code or applicable state law—or assert any claim against any present or former noteholders because of the payment of taxes levied or assessed upon the assets of the issuing entity that secure the notes; | ||
• | voluntarily dissolve or liquidate in whole or in part; or | ||
• | permit (A) the validity or effectiveness of the indenture or the lien under the indenture to be impaired, or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (B) any lien or other claim of a third party to be created with respect to the assets of the issuing entity, or (C) the lien of the indenture not to constitute a valid first priority perfected security interest in the assets of the issuing entity that secure the notes. |
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• | to correct or amplify the description of any property at any time subject to the lien of the indenture, or to take any action that will enhance the indenture trustee’s lien under the indenture, or to add to the property pledged to secure the notes; | ||
• | to reflect the agreement of another person to assume the role of the issuing entity; | ||
• | to add to the covenants of the issuing entity, for the benefit of the noteholders, or to surrender any right or power of the issuing entity; | ||
• | to convey, transfer, assign, mortgage or pledge any property to the indenture trustee; | ||
• | to cure any ambiguity, to correct or supplement any provision in the indenture or in any supplemental indenture that may be inconsistent with any other provision in the indenture or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under the indenture or any supplemental indenture as long as that action would not adversely affect the interests of the noteholders; | ||
• | to appoint a successor to the indenture trustee with respect to the notes and to add to or change any of the provisions of the indenture to allow more than one indenture trustee to act under the indenture; | ||
• | to modify, eliminate or add to the provisions of the indenture as necessary to qualify the indenture under the Trust Indenture Act of 1939, or any similar federal statute later enacted and to add to the indenture such other provisions as may be expressly required by the Trust Indenture Act of 1939; or | ||
• | to provide for the issuance of one or more new series of notes under the indenture. |
(1) | receipt of written confirmation from each rating agency that the action will not impair its rating of any outstanding series or class of notes; and | ||
(2) | our certification to the effect that all requirements contained in the agreement have been met and, in the reasonable belief of the certifying officer, the action will not (a) cause a pay out event or an event of default or (b) materially and adversely affect the amount or timing of payments to be made to the noteholders of any series or class. |
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• | change the due date of any installment of principal of or interest on any note or reduce the principal amount of a note, the note interest rate or the redemption price of the note or change any place of payment where, or the coin or currency in which, any note or any interest therein is payable; | ||
• | impair the right to institute suit for the enforcement of specified payment provisions of the indenture; | ||
• | reduce the percentage of the aggregate principal amount of the notes of any series, whose consent is required (a) for execution of any supplemental indenture or (b) for any waiver of compliance with certain provisions of the indenture or of certain defaults under the indenture and their consequences provided in the indenture; | ||
• | reduce the percentage of the aggregate outstanding amount of the notes of any series required to direct the indenture trustee to sell or liquidate the trust assets if the proceeds of the sale would be insufficient to pay the principal amount and interest due on the notes of such series; | ||
• | decrease the percentage of the aggregate principal amount of the notes required to amend the sections of the indenture that specify the applicable percentage of the aggregate principal amount of the notes of a series necessary to amend the indenture or other related agreements; | ||
• | modify or alter provisions of the indenture prohibiting the voting of notes held by the issuing entity, any other party obligated on the notes, us, or any of their affiliates; or | ||
• | permit the creation of any lien prior to or equal to the lien of the indenture with respect to any of the collateral for any notes or, except as otherwise permitted or contemplated in the indenture, terminate the lien of the indenture on the collateral or deprive any noteholder of the security provided by the lien of the indenture. |
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• | to deliver to noteholders of record certain notices, reports and other documents received by the indenture trustee, as required under the indenture; | ||
• | to authenticate, deliver, cancel and otherwise administer the notes; | ||
• | to maintain custody of the collateral certificate; | ||
• | to establish and maintain necessary trust accounts; | ||
• | to serve as the initial transfer agent, paying agent and registrar; | ||
• | to invest funds in the issuing entity accounts at the direction of the servicer; | ||
• | to represent the noteholders in interactions with clearing agencies and other similar organizations; | ||
• | to distribute and transfer funds at the direction of the servicer, as applicable, in accordance with the terms of the indenture; | ||
• | to periodically report on and notify noteholders of certain matters relating to actions taken by the indenture trustee, property and funds that are possessed by the indenture trustee, and other similar matters; and | ||
• | to perform certain other administrative functions identified in the indenture. |
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(1) | the initiation or settlement of any claim or lawsuit brought by or against the issuing entity other than in connection with the collection of the transferred receivables; | ||
(2) | the amendment of the transfer and servicing agreement, the trust agreement, the indenture or any other related document; | ||
(3) | the appointment of successor transfer agent and registrars, paying agents, indenture trustees and administrators; and | ||
(4) | the removal of the indenture trustee. |
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(1) | the administrator defaults in the performance of any of its duties and, after notice of the default, does not cure the default within thirty days or, if the default cannot be cured in thirty days, does not give, within thirty days, assurance of cure that is reasonably satisfactory to the trust; or | ||
(2) | certain bankruptcy or insolvency related events relating to the administrator. |
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• | the initiation of any claim or lawsuit by the issuing entity and the settlement of any action, claim or lawsuit brought by or against the issuing entity, in each case except with respect to claims or lawsuits for collection of the issuing entity’s assets; | ||
• | the election by the issuing entity to file an amendment to its certificate of trust (unless required by law); | ||
• | the amendment of the indenture; | ||
• | the amendment, change or modification of the administration agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially adversely affect our interests, as holder of the transferor interest; or | ||
• | the appointment pursuant to the indenture of a successor transfer agent and registrar or indenture trustee, or the consent to the assignment by the transfer agent and registrar, administrator or indenture trustee of its obligations under the indenture. |
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(1) | have its principal place of business in the state of Delaware; | ||
(2) | be authorized to exercise trust powers; | ||
(3) | have a combined capital and surplus of at least $50 million and be subject to the supervision or examination by Federal or state authorities; and | ||
(4) | have, or have a parent that has, a rating of at least “Baa3” by Moody’s or at least “BBB-” by Standard & Poor’s or, if rated by Fitch, at least “BBB-” by Fitch or otherwise have a rating satisfactory to each rating agency for the notes. |
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(1) | each rating agency confirms that the issuance of the new series will not impair its rating of any outstanding series or class of investor certificates; | ||
(2) | we deliver to the trustee an officer’s certificate stating that (a) on that exchange date, after giving effect to that exchange, we would not be required to add additional accounts under the pooling and servicing agreement, and (b) after giving effect to that exchange, our transferor interest would at least be equal to the Minimum Transferor Interest. |
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(3) | we deliver to the trustee an opinion of counsel that states for federal income tax purposes: |
(a) | that the newly issued series of investor certificates will be treated as debt or as a partnership interest, in which case the opinion will state that the trust will not be taxable as a corporation or a publicly traded partnership, | ||
(b) | that the newly issued series of investor certificates will not adversely affect the federal income tax characterization of the holder of any outstanding series of investor certificates or any beneficial owner of any book-entry investor certificates, and |
(4) | we deliver to the trustee, each as required and set forth in the pooling and servicing agreement, a series supplement, any enhancement and any enhancement agreement, and the existing exchangeable transferor certificate or applicable investor certificates, as the case may be. |
• | we, the servicer and the trustee, have received written notification from each rating agency confirming that the amendment will not result in the reduction or withdrawal of its rating of any outstanding series or class of investor certificates; and | ||
• | we deliver an opinion addressed to the trustee stating that the related amendment will not adversely affect in any material respect the interests of any holder of investor certificates. |
(1) | reduces the amount of, or delays the timing of, any distributions to be made to certificateholders of any series or the amount available under any credit enhancement without the consent of each certificateholder of the affected series; | ||
(2) | changes the definition of or manner of calculating the invested amounts, investor percentages or allocation of defaulted receivables for any series of investor certificates without the consent of each certificateholder of the affected series; or | ||
(3) | reduces the percentage of undivided interests the holders of which are required to consent to any amendment, without the consent of each certificateholder of all series of investor certificates adversely affected. |
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• | to deliver to certificateholders of record certain notices, reports and other documents received by the trustee for First Bankcard Master Credit Card Trust, as required under the pooling and servicing agreement; | ||
• | to authenticate, deliver, cancel and otherwise administer the investor certificates; | ||
• | to remove and reassign ineligible receivables and receivables in removed accounts from First Bankcard Master Credit Card Trust; | ||
• | to maintain necessary accounts for First Bankcard Master Credit Card Trust and to maintain accurate records of activity in those accounts; | ||
• | to serve as the initial transfer agent, paying agent and registrar, and, if it resigns its duties as paying agent, to appoint a successor paying agent; | ||
• | to invest funds in the First Bankcard Master Credit Card Trust accounts at the direction of the servicer; | ||
• | to distribute and transfer funds at the direction of the servicer, as applicable, in accordance with the terms of the pooling and servicing agreement; | ||
• | to cause a sale of receivables allocated to any series of investor certificates that has an invested amount greater than zero on its series termination date; and | ||
• | to perform certain other administrative functions identified in the pooling and servicing agreement. |
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• | the amount payable under that credit enhancement; | ||
• | any conditions to payment not described here; | ||
• | the conditions, if any, under which the amount payable under that credit enhancement may be reduced and under which that credit enhancement may be terminated or replaced; and | ||
• | any material provision of any agreement relating to that credit enhancement. |
• | a brief description of its principal business activities; | ||
• | its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business; | ||
• | if applicable, the identity of regulatory agencies which exercise primary jurisdiction over the conduct of its business; and | ||
• | its total assets, and its stockholders’ or policy holders’ surplus, if applicable, and other appropriate financial information as of the date specified in the prospectus supplement. |
• | the amount of subordination of a class or classes of subordinated notes in a series; | ||
• | the circumstances in which that subordination will be applicable; |
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• | the manner, if any, in which the amount of subordination will decrease over time; and | ||
• | the conditions under which amounts available from payments that would otherwise be made to holders of those subordinated notes will be distributed to holders of senior notes. |
• | a cash collateral guaranty, secured by the deposit of cash or permitted investments in a cash collateral account, reserved for the beneficiaries of the cash collateral guaranty; | ||
• | a cash collateral account; or | ||
• | a collateral amount in excess of the initial principal amount of the notes for that series. |
• | we may elect to apply collections of principal receivables allocable to the excess collateral to decrease the excess collateral; | ||
• | collections of principal receivables allocable to the excess collateral may be required to be deposited into the cash collateral account; and | ||
• | excess collections of finance charge receivables may be required to be deposited into the cash collateral account. |
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• | consent to amendments to the indenture, the pooling and servicing agreement, the transfer and servicing agreement or any other document applicable to that series; | ||
• | if an event of default occurs, accelerate the notes of that series or direct the trustee to exercise any remedy available to the noteholders; or | ||
• | waive any event of default for that series. |
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• | each account is an Eligible Account as of the date it is designated, each receivable in an additional account is an Eligible Receivable as of the date such additional account is designated and, with respect to all accounts, each new receivable is an Eligible Receivable on the date it is created; | ||
• | the account schedule and information contained therein is accurate and complete in all material respects as of the date specified; | ||
• | each receivable has been conveyed to us free and clear of any liens, other than liens permitted by the receivables purchase agreement, and in compliance in all material respects with all applicable laws; | ||
• | it owns all right, title and interest in each such receivable and has the right to transfer it to us; and | ||
• | all required governmental approvals in connection with the transfer of each such receivable to us have been obtained. |
• | the bank’s valid existence and good standing as a national banking organization and its ability to perform its obligations under each transaction document; | ||
• | the bank’s qualification to do business and good standing and its possession of necessary licenses and approvals in each jurisdiction necessary to conduct its business; | ||
• | the due authorization, execution, delivery and performance of the receivables purchase agreement; | ||
• | the enforceability of the receivables purchase agreement against the bank as a legal, valid and binding obligation; and |
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• | the effectiveness of the receivables purchase agreement governing the bank’s transfer of the receivables to us as a valid sale, transfer and assignment of its ownership interest in the receivables, other than liens permitted by the receivables purchase agreement. |
(a) | would not, in the bank’s reasonable belief cause a pay out event to occur, and | ||
(b) | is made to a substantial portion of a comparable segment of the bank’s revolving credit card accounts which have characteristics the same as, or substantially similar to, the accounts subject to such change, except as otherwise restricted by an agreement between the bank and an unrelated third party or by the terms of the credit card agreements. |
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• | any liabilities, costs or expenses arising from any action taken by the trustee for First Bankcard Master Credit Card Trust or the indenture trustee at the direction of securityholders; | ||
• | any losses, claims or damages incurred by the indemnified party, as owners of secured notes, for example, as a result of the performance of the receivables, market fluctuations, a shortfall or failure to make payment under any enhancement or other similar market or investment risks associated with ownership of secured notes; and | ||
• | for any liabilities, costs or expenses arising under any tax law, including any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income or any related penalties or interest, required to be paid by the trust, the issuing entity or the securityholders. |
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• | the likelihood that principal payments will be paid on a scheduled date; | ||
• | the likelihood that a pay out event will occur; | ||
• | the likelihood that a U.S. withholding tax will be imposed on non-U.S. noteholders; | ||
• | the marketability of the notes; | ||
• | the market price of the notes; or | ||
• | whether the notes are an appropriate investment for any purchaser. |
• | liens permitted thereunder, | ||
• | the transferor interest, and | ||
• | the servicer’s right, if any, to interest accruing on, and investment earnings, if any, as discussed above in“Description of the Notes—Trust Accounts”. |
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• | our assets, including the receivables, constitute assets of the bank available for liquidation and distribution by a conservator or receiver for the bank; | ||
• | we and our assets, including the receivables, should be substantively consolidated with the bank and its assets; or |
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• | the FDIC’s control over the receivables is necessary for the bank to reorganize or to protect the public interest. |
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• | banks and thrifts, | ||
• | insurance companies, | ||
• | regulated investment companies, | ||
• | dealers in securities, | ||
• | holders that will hold the offered notes as a position in a “straddle” for tax purposes or as a part of a “synthetic security,” “conversion transaction” or other integrated investment comprised of the offered notes, and one or more other investments, | ||
• | trusts and estates, and | ||
• | pass-through entities, the equity holders of which are any of the foregoing. |
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• | the interest payments are effectively connected with the conduct of a trade or business within the United States by the foreign person and such foreign person submits a properly executed Internal Revenue Service Form W-8ECI; or | ||
• | the foreign person is not, for United States federal income tax purposes, actually or constructively a “10 percent shareholder” of us or the issuing entity, a “controlled foreign corporation” with respect to which we or the issuing entity is a “related person” within the meaning of the Internal Revenue Code, or a bank extending credit under a loan agreement entered into in the ordinary course of its trade or business, |
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(a) | is payable in United States dollars, | ||
(b) | has not been classified on the bank’s electronic records as fraudulent, canceled, counterfeit, stolen or lost, | ||
(c) | was in existence, maintained or initially opened at least six months prior to its selection for inclusion in the trust, | ||
(d) | the cardholder on which is not the U.S. Government or any state or local governmental entity and who has provided, as his or her most recent billing address, an address located in the United States or its territories or possessions, except that up to 1% (measured as of the end of the most recently ended monthly period), or a greater number approved by the rating agencies, of the Aggregate Principal Receivables may have cardholders who have provided billing addresses outside of these jurisdictions; | ||
(e) | which has either been originated by the bank or acquired by the bank from third-party financial institutions, | ||
(f) | was originated in the ordinary course of business, | ||
(g) | the receivables of which the bank has not charged-off in its customary and usual manner for charging-off receivables as of the cut-off date or, with respect to an additional account, the addition date, | ||
(h) | is not more than 30 days delinquent, |
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(i) | is free and clear of all liens that are equal or prior to the interest of the trust, and | ||
(j) | that is not subject to any agreement by the bank restricting its ability to alter the terms of the account or granting to a third party a right to acquire the account upon the occurrence of specified events. |
(a) | that has arisen under an Eligible Account; | ||
(b) | that was created in compliance in all material respects with all requirements of law applicable to the person that originated the receivable, and under a cardholder agreement that complies in all material respects with all requirements of law applicable to the originator of the receivable, | ||
(c) | for which all consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the person that originated the receivable in connection with the creation of the receivable or the execution, delivery and performance by such person of the related credit card agreement pursuant to which such receivable was created have been duly obtained, effected or given and are in full force and effect as of the date of the creation of that receivable, | ||
(d) | as to which, upon the transfer of such receivables to the trust, the trust will have good and marketable title free and clear of all liens and security interests, other than any lien for taxes if those taxes are not then due and payable or if we are then contesting the validity of those taxes in good faith by appropriate proceedings and we have set aside on our books adequate reserves with respect to those taxes, | ||
(e) | that is the legal, valid and binding payment obligation of the related cardholder, enforceable against that cardholder in accordance with its terms, subject to bankruptcy and equity-related exceptions, | ||
(f) | that constitutes an “account” under Article 9 of the Uniform Commercial Code as in effect in the State of Nebraska, | ||
(g) | that, at the time of its transfer to the trust, has not been waived or modified, except as permitted under the transaction documents, | ||
(h) | that, at the time of its transfer to the trust, is not subject to any right of rescission, set off, counterclaim or any other defense of the cardholder, including usury, other than defenses based on bankruptcy and equity-related exceptions and the normal credit adjustment process, | ||
(i) | as to which, at the time of its transfer to the trust, we have satisfied all obligations to be fulfilled at the time of its transfer to the trust, and | ||
(j) | as to which, at the time of its transfer to the trust, we have not taken any action which, or failed to take any action the omission of which, would, at the time of its transfer to the trust, impair the rights of the trust or of securityholders in the receivable. |
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(a) | Aggregate Principal Receivables | ||
times | |||
(b) | 7%, or if less, the highest of the Required Retained Transferor Percentages specified in the prospectus supplement for each series. |
(a) | any depository institution or trust company, which may include the owner trustee, indenture trustee, the servicer or an affiliate of the servicer: |
(1) | that is organized under the laws of the United States or any state or the District of Columbia, | ||
(2) | that has either: |
(A) | a long-term unsecured debt rating of at least Aa3 by Moody’s or a certificate of deposit, short-term deposits or commercial paper rating of at least P-1 by Moody’s, | ||
(B) | a long-term unsecured debt rating of at least AA by Standard & Poor’s or a certificate of deposit, short-term deposits or commercial paper rating of at least A-l by Standard & Poor’s, and |
(3) | that has deposit insurance provided by the Federal Deposit Insurance Corporation administered Bank Insurance Fund or Savings Association Insurance Fund, or |
(b) | any other depository institution that is acceptable to each rating agency. |
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Issuing Entity
Depositor
Sponsor and Servicer
Joint Book Runner | Joint Book Runner | |
JPMorgan | Banc of America Securities LLC | |
ABN AMRO Incorporated | ||
RBS Greenwich Capital |
Joint Book Runner | Joint Book Runner | |
JPMorgan | Banc of America Securities LLC |