The Portfolio Adjusted Yield. The Portfolio Adjusted Yield for the related Monthly Period EXHIBIT F [DATE] First USA Bank, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The Bank of New York (Delaware) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Route 273 Newark, Delaware 19711 Re: Excess Collateral, Series 2001-1 -------------------------------- Ladies and Gentlemen: In connection with our proposed purchase of $84,822,000 in principal amount of First USA Credit Card Master Trust, Excess Collateral, Series 2001-1 (the "Excess Collateral"), we confirm that: I. We have received such information and documentation as we deem necessary in order to make our investment decision. We understand that such information and documentation speaks only as of its date and that the information contained therein may not be correct or complete as of any time subsequent to such date. II. We agree to be bound by the restrictions and conditions relating to the Excess Collateral set forth in the Pooling and Servicing Agreement, dated as of September 1, 1992, as amended and as supplemented by the Series 2001-1 Supplement dated as of January 30, 2001 (the "Series 2001-1 Supplement" and together with the Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"), each by and between First USA Bank, National Association, as transferor and servicer, and The Bank of New York (Delaware) and agree to be bound by, and not to reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer") the Excess Collateral except in compliance with such restrictions and conditions including but not limited to those in Section 11 of the Series 2001-1 Supplement. III. We understand that the Excess Collateral has not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law and agree that the Excess Collateral may be reoffered, resold, pledged or otherwise transferred only in compliance with the Securities Act and other applicable laws and only (i) to the Transferor or (ii) to a limited number of institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt from the registration requirements of the Securities Act (upon delivery of the documentation required by the Pooling and Servicing Agreement and, if the Trustee so requires, an opinion of counsel satisfactory to the Trustee). IV. We have neither acquired nor will we Transfer any Excess Collateral we acquire (or any interest therein) or cause any Excess Collateral (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. V. We are not and will not become, for so long as we own any interest in the Excess Collateral, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or, if we are such a Person, the Excess Collateral does not represent more than 50% of the value of all of our assets. VI. We are a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or other entity organized in or under the laws of the United States or any political subdivision thereof or (iii) a person not described in (i) or (ii) whose ownership of the Excess Collateral is effectively connected with a such person's conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for United States federal income tax purposes. We agree that (a) if we are a person described in clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are acquiring an interest in the Excess Collateral, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form or (b) if we are a person described in clause (A)(iii) above, we will furnish to the person from whom we are acquiring an interest in the Excess Collateral, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and a new Form 4224, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form (and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee). We recognize that if we are a tax-exempt entity, payments with respect to the Excess Collateral may constitute unrelated business taxable income. VII. We understand that a subsequent Transfer of the Excess Collateral will be void if such Transfer would cause the number of Targeted Holders (as defined in the Series 2001-1 Supplement) to exceed ninety nine. VIII. We understand that the opinion of tax counsel that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs IV and V. IX. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Excess Collateral, and we and any account for which we are acting are each able to bear the economic risk of our or its investment. X. We are acquiring the Excess Collateral purchased by us for our own account or for a single account (each of which is an institutional "accredited investor") as to which we exercise sole investment discretion. XI. We are not (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") including individual retirement accounts and ▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (as defined in United States Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. (S)2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account XII. We understand that any purported Transfer of any Excess Collateral Amount in contravention of the restrictions and conditions in paragraphs I through XI above (including any violation of the representation in paragraph V by an investor who continues to hold an interest in the Excess Collateral occurring any time after the Transfer in which it acquired such Excess Collateral) shall be null and void and the purported transferee shall not be recognized by the Trust or any other person as an Excess Collateral Holder for any purpose. XIII. We further understand that, on any proposed resale, pledge or transfer of any Excess Collateral, we will be required to furnish to the Trustee and the Registrar, such certifications and other information as the Trustee or the Registrar may reasonably require to confirm that the proposed sale complies with the foregoing restrictions and with the restrictions and conditions of the Excess Collateral and the Pooling and Servicing Agreement pursuant to which the Excess Collateral were issued and we agree that if we determine to Transfer any Excess Collateral, we will cause our proposed transferee to provide the Transferor, the Servicer and the Trustee with a letter substantially in the form of this letter. We further understand that Excess Collateral purchased by us will bear a legend to the foregoing effect. XIV. The person signing this letter on behalf of the ultimate beneficial purchaser of the Excess Collateral has been duly authorized by such beneficial purchaser of the Excess Collateral to do so.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
The Portfolio Adjusted Yield. The Portfolio Adjusted Yield for the related Monthly Period EXHIBIT F [DATE] First USA Bank, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The Bank of New York (Delaware) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Route 273 Newark, Delaware 19711 Re: Excess Collateral, Series 2001-1 2 -------------------------------- Ladies and Gentlemen: In connection with our proposed purchase of $84,822,000 141,370,000 in principal amount of First USA Credit Card Master Trust, Excess Collateral, Series 2001-1 2 (the "Excess Collateral"), we confirm that:
I. We have received such information and documentation as we deem necessary in order to make our investment decision. We understand that such information and documentation speaks only as of its date and that the information contained therein may not be correct or complete as of any time subsequent to such date.
II. We agree to be bound by the restrictions and conditions relating to the Excess Collateral set forth in the Pooling and Servicing Agreement, dated as of September 1, 1992, as amended and as supplemented by the Series 2001-1 2 Supplement dated as of January 30March 19, 2001 (the "Series 2001-1 2 Supplement" and together with the Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"), each by and between First USA Bank, National Association, as transferor and servicer, and The Bank of New York (Delaware) and agree to be bound by, and not to reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer") the Excess Collateral except in compliance with such restrictions and conditions including but not limited to those in Section 11 of the Series 2001-1 Supplement.
III. We understand that the Excess Collateral has not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law and agree that the Excess Collateral may be reoffered, resold, pledged or otherwise transferred only in compliance with the Securities Act and other applicable laws and only (i) to the Transferor or (ii) to a limited number of institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and in a transaction exempt from the registration requirements of the Securities Act (upon delivery of the documentation required by the Pooling and Servicing Agreement and, if the Trustee so requires, an opinion of counsel satisfactory to the Trustee).
IV. We have neither acquired nor will we Transfer any Excess Collateral we acquire (or any interest therein) or cause any Excess Collateral (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") and any treasury regulation thereunder, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
V. We are not and will not become, for so long as we own any interest in the Excess Collateral, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or, if we are such a Person, the Excess Collateral does not represent more than 50% of the value of all of our assets.
VI. We are a person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation or other entity organized in or under the laws of the United States or any political subdivision thereof or (iii) a person not described in (i) or (ii) whose ownership of the Excess Collateral is effectively connected with a such person's conduct of a trade or business within the United States (within the meaning of the Code) or (B) an estate or trust the income of which is includible in gross income for United States federal income tax purposes. We agree that (a) if we are a person described in clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we are acquiring an interest in the Excess Collateral, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form W-9 and a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form or (b) if we are a person described in clause (A)(iii) above, we will furnish to the person from whom we are acquiring an interest in the Excess Collateral, the Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and a new Form 4224, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form (and, in each case, such other certifications, representations or opinions of counsel as may be requested by the Trustee). We recognize that if we are a tax-exempt entity, payments with respect to the Excess Collateral may constitute unrelated business taxable income.
VII. We understand that a subsequent Transfer of the Excess Collateral will be void if such Transfer would cause the number of Targeted Holders (as defined in the Series 2001-1 Supplement) to exceed ninety nine.
VIII. We understand that the opinion of tax counsel that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs IV and V.
IX. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Excess Collateral, and we and any account for which we are acting are each able to bear the economic risk of our or its investment.
X. We are acquiring the Excess Collateral purchased by us for our own account or for a single account (each of which is an institutional "accredited investor") as to which we exercise sole investment discretion.
XI. We are not (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") including individual retirement accounts and ▇▇▇▇▇ plans, or (c) any other entity whose underlying assets include "plan assets" (as defined in United States Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. (S)2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account
XII. We understand that any purported Transfer of any Excess Collateral Amount in contravention of the restrictions and conditions in paragraphs I through XI above (including any violation of the representation in paragraph V by an investor who continues to hold an interest in the Excess Collateral occurring any time after the Transfer in which it acquired such Excess Collateral) shall be null and void and the purported transferee shall not be recognized by the Trust or any other person as an Excess Collateral Holder for any purpose.
XIII. We further understand that, on any proposed resale, pledge or transfer of any Excess Collateral, we will be required to furnish to the Trustee and the Registrar, such certifications and other information as the Trustee or the Registrar may reasonably require to confirm that the proposed sale complies with the foregoing restrictions and with the restrictions and conditions of the Excess Collateral and the Pooling and Servicing Agreement pursuant to which the Excess Collateral were issued and we agree that if we determine to Transfer any Excess Collateral, we will cause our proposed transferee to provide the Transferor, the Servicer and the Trustee with a letter substantially in the form of this letter. We further understand that Excess Collateral purchased by us will bear a legend to the foregoing effect.
XIV. The person signing this letter on behalf of the ultimate beneficial purchaser of the Excess Collateral has been duly authorized by such beneficial purchaser of the Excess Collateral to do so.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)