Common use of FDIC Rule / True Sale Opinion Clause in Contracts

FDIC Rule / True Sale Opinion. The Representative shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, such opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989 with respect to the effect of receivership on the Bank’s security interest in the Receivables and the Issuing Entity’s and the Indenture Trustee’s security interest in the Receivables, the FUSA Collateral Certificate and the Chase Collateral Certificate, and with respect to other related matters in a form previously approved by the Representative and its counsel. In addition, the Representative shall have received a reliance letter with respect to any opinion that the Bank is required to deliver to the Note Rating Agency.

FDIC Rule / True Sale Opinion. The Representative shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing EntityIssuer, such opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989 with respect to the effect of receivership on the Bank’s security interest in the Receivables and the Issuing EntityIssuer’s and the Indenture Trustee’s security interest in the Receivables, the FUSA Collateral Certificate and the Chase Collateral Certificate, and with respect to other related matters in a form previously approved by the Representative and its counsel. In addition, the Representative shall have received a reliance letter with respect to any opinion that the Bank is required to deliver to the Note Rating Agency.

FDIC Rule / True Sale Opinion. The Representative Underwriter shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Bank and the Issuing Entity, such opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Closing Date, in form and substance reasonably satisfactory to the RepresentativeUnderwriter, with respect to the applicability of certain provisions of the Federal Deposit Insurance Act, as amended by the Financial Institutions, Reform, Recovery and Enforcement Act of 1989 with respect to the effect of receivership on the Bank’s security interest in the Receivables and the Issuing Entity’s and the Indenture Trustee’s security interest in the Receivables, the FUSA Collateral Certificate and the Chase Collateral Certificate, and with respect to other related matters in a form previously approved by the Representative Underwriter and its counsel. In addition, the Representative Underwriter shall have received a reliance letter with respect to any opinion that the Bank is required to deliver to the Note Rating Agency.