First National Funding LLC Sample Contracts

EXHIBIT 1.1 FIRST NATIONAL MASTER NOTE TRUST $411,250,000 CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 2003-2 $40,000,000 CLASS B 3.08% ASSET BACKED NOTES, SERIES 2003-2 $48,750,000 CLASS C 3.70% ASSET BACKED NOTES, SERIES 2003-2 UNDERWRITING...
First National Funding LLC • November 19th, 2003 • Asset-backed securities • New York
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EXHIBIT 4.4 FIRST AMENDMENT TO SERIES 2002-1 INDENTURE SUPPLEMENT This First Amendment to Series 2002-1 Indenture Supplement, dated as of November 17, 2003 (this "Amendment"), by and between FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory...
First National Funding LLC • November 19th, 2003 • Asset-backed securities
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UNDERWRITING AGREEMENT
Underwriting Agreement • April 25th, 2023 • First National Funding LLC • Asset-backed securities • New York
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FIRST NATIONAL MASTER NOTE TRUST, Issuer, and
Master Indenture • January 7th, 2004 • First National Funding LLC • Asset-backed securities • Nebraska
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First National Master Note Trust $[__________] Class A [Fixed][Floating Rate] Series [20__-_] Asset Backed Notes Form of Underwriting Agreement
Administration Agreement • August 5th, 2022 • First National Funding LLC • Asset-backed securities • New York

each acting on behalf of itself and as Representative of the several Underwriters named in Schedule A hereto (together, the “Representatives”)

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RISK RETENTION AGREEMENT
Risk Retention Agreement • October 17th, 2018 • First National Funding LLC • Asset-backed securities • Nebraska

RISK RETENTION AGREEMENT, dated as of October 17, 2018 (this “Agreement”), by and among FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company (the “Transferor”) and FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”).

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RISK RETENTION AGREEMENT
Risk Retention Agreement • September 22nd, 2023 • First National Funding LLC • Asset-backed securities

THIS RISK RETENTION AGREEMENT, dated as of September 22, 2023 (this “Agreement”), by and among FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company (the “Transferor”) and FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”).

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SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of September 23, 2016 FIRST NATIONAL BANK OF OMAHA, RPA Seller, and FIRST NATIONAL FUNDING LLC, Purchaser FIRST NATIONAL MASTER NOTE TRUST
Receivables Purchase Agreement • September 28th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska

This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2016 between FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), as seller (“RPA Seller”) and FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”), amends and restates, in its entirety, the Receivables Purchase Agreement, originally dated as of October 24, 2002 between RPA Seller and Purchaser, as amended and restated, in its entirety, by the First Amended and Restated Receivables Purchase Agreement dated as of December 20, 2012, between RPA Seller and Purchaser (the “Existing RPA”). This Agreement constitutes an amendment of the Existing RPA pursuant to Section 9.01 of the Existing RPA.

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SECOND AMENDED AND RESTATED TRUST AGREEMENT Dated as of September 23, 2016 FIRST NATIONAL FUNDING LLC, Transferor, and WILMINGTON TRUST COMPANY, Owner Trustee FIRST NATIONAL MASTER NOTE TRUST
Trust Agreement • September 28th, 2016 • First National Funding LLC • Asset-backed securities • Delaware

THIS SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 23, 2016 (this “Agreement”), is between FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor (“Transferor”), and WILMINGTON TRUST COMPANY, a Delaware corporation, acting hereunder in its individual capacity and as Owner Trustee (“Owner Trustee”). This Agreement amends and restates, in its entirety, the Existing Trust Agreement (as defined below) and constitutes an amendment and supplement to the Existing Trust Agreement pursuant to Section 10.01 of the Existing Trust Agreement.

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FIRST NATIONAL MASTER NOTE TRUST $[___] CLASS A FLOATING RATE [___]% ASSET BACKED NOTES, SERIES 2007-1 $[___] CLASS B FLOATING RATE [___]% ASSET BACKED NOTES, SERIES 2007-1 $[___] CLASS C FLOATING RATE [___]% ASSET BACKED NOTES, SERIES 2007-1...
Underwriting Agreement • March 23rd, 2007 • First National Funding LLC • Asset-backed securities • New York
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SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT Dated as of September 23, 2016 FIRST NATIONAL MASTER NOTE TRUST, as Issuer, and FIRST NATIONAL BANK OF OMAHA, as Administrator FIRST NATIONAL MASTER NOTE TRUST
Administration Agreement • September 28th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska

THIS SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of September 23, 2016 (this “Agreement”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (“Issuer”), and FIRST NATIONAL BANK OF OMAHA, a national banking association, as administrator (“Administrator”) amends and restates, in its entirety the Administration Agreement, originally dated as of October 24, 2002, as amended by First Amendment to Administration Agreement, dated as of May 18, 2009 and as amended and restated, in its entirety, as of December 20, 2012 (the “Existing Agreement”). This Agreement constitutes an amendment of the Existing Agreement pursuant to Section 11 of the Existing Agreement.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER INDENTURE
Master Indenture • April 27th, 2023 • First National Funding LLC • Asset-backed securities • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER INDENTURE (this “First Amendment”), dated as of April 27, 2023, is by and between FIRST NATIONAL MASTER NOTE TRUST, as statutory trust organized under the laws of the State of Delaware (“Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as Trustee (the “Trustee”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER INDENTURE
Master Indenture • September 22nd, 2023 • First National Funding LLC • Asset-backed securities • Nebraska

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER INDENTURE (this “Second Amendment”), dated as of September 22, 2023, is by and between FIRST NATIONAL MASTER NOTE TRUST, as statutory trust organized under the laws of the State of Delaware (“Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as Trustee (the “Trustee”).

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Indenture supplement SERIES 2024-1 INDENTURE SUPPLEMENT Dated as of May 29, 2024 To second AMENDED AND RESTATED MASTER INDENTURE Dated as of September 23, 2016 first national MASTER NOTE TRUST, Issuer, and U.S. BANK TRUST COMPANY, NATIONAL...
Transfer and Servicing Agreement • May 22nd, 2024 • First National Funding LLC • Asset-backed securities • Nebraska

This SERIES 2024-1 INDENTURE SUPPLEMENT, dated as of May 29, 2024 (this “Indenture Supplement”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Indenture referred to below, “Indenture Trustee”) under the Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Indenture”), between Issuer and Indenture Trustee.

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Indenture supplement FORM OF SERIES 2023-1 INDENTURE SUPPLEMENT Dated as of April 27, 2023 To second AMENDED AND RESTATED MASTER INDENTURE Dated as of September 23, 2016 first national MASTER NOTE TRUST, Issuer, and U.S. BANK TRUST COMPANY, NATIONAL...
Transfer and Servicing Agreement • April 25th, 2023 • First National Funding LLC • Asset-backed securities • Nebraska

This SERIES 2023-1 INDENTURE SUPPLEMENT, dated as of April 27, 2023 (this “Indenture Supplement”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized and existing under the laws of the State of Delaware (herein, “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Indenture referred to below, “Indenture Trustee”) under the Second Amended and Restated Master Indenture, dated as of September 23, 2016 (the “Indenture”), between Issuer and Indenture Trustee.

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FORM OF SECOND AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT Dated as of June [ ], 2016 FIRST NATIONAL FUNDING LLC, Transferor, FIRST NATIONAL BANK OF OMAHA, Servicer, and FIRST NATIONAL MASTER NOTE TRUST, Issuer FIRST NATIONAL MASTER NOTE TRUST
Transfer and Servicing Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska

This SECOND AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT (this “Agreement”), dated as of June [ ], 2016, among FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor, FIRST NATIONAL BANK OF OMAHA, a national banking association, as Servicer, and FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer, amends and restates, in its entirety, the First Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (the “Existing TSA”). This Agreement constitutes an amendment of the Existing TSA pursuant to Section 9.01(a) of the Existing TSA.

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RISK RETENTION AGREEMENT RISK RETENTION AGREEMENT
Risk Retention Agreement • May 29th, 2024 • First National Funding LLC • Asset-backed securities

THIS RISK RETENTION AGREEMENT, dated as of May 29, 2024 (this “Agreement”), by and among FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company (the “Transferor”) and FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”).

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3) are to be called for redemption within one year under arrangements satisfactory to Indenture Trustee for the giving of notice of redemption by Indenture Trustee in the name, and at the expense, of Issuer; and
Master Indenture • November 19th, 2003 • First National Funding LLC • Asset-backed securities • Nebraska
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SECOND AMENDMENT TO TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • December 4th, 2007 • First National Funding LLC • Asset-backed securities

In accordance with Section 3.11 of the Transfer and Servicing Agreement dated as of October 24, 2002, as amended, among First National Funding LLC, as Transferor, First National Bank of Omaha, as Servicer, and First National Master Note Trust, as Issuer, as amended, and as acknowledged and accepted by The Bank of New York Trust Company, N.A., as successor indenture trustee to The Bank of New York, the undersigned hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [10-D][10-K] [8-K].

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EXHIBIT 99.1 FIRST NATIONAL MASTER NOTE TRUST VFN SERIES 2007-1 MONTHLY PERIOD ENDING: MAY 31, 2007 The undersigned, a duly authorized representative of First National Bank of Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing...
First National Master Note • June 29th, 2007 • First National Funding LLC • Asset-backed securities
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UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2024 • First National Funding LLC • Asset-backed securities • New York
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FIRST AMENDMENT TO TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • March 23rd, 2007 • First National Funding LLC • Asset-backed securities

THIS FIRST AMENDMENT TO TRANSFER AND SERVICING AGREEMENT (this “Amendment”) dated as of March [ ], 2007, is made among FIRST NATIONAL FUNDING LLC, in its capacity as transferor (“Transferor”) and in its capacity as depositor (as defined in Item 1101(e) of Regulation AB) (“Depositor”), FIRST NATIONAL BANK OF OMAHA, as servicer (“Servicer”), and FIRST NATIONAL MASTER NOTE TRUST, as issuer (“Issuer”) and is acknowledged and accepted by THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor indenture trustee to The Bank of New York (“Indenture Trustee”) and consented to by each of the parties executing and delivering a consent and waiver attached hereto as Exhibit C (collectively, the “Consent Parties”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in or pursuant to the Transfer and Servicing Agreement dated as of October 24, 2002, among Transferor, Servicer and Issuer (the “Transfer and Servicing Agreement”).

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FIRST NATIONAL MASTER NOTE TRUST $[ ] CLASS A [FIXED][FLOATING RATE] SERIES [201 - ] ASSET BACKED NOTES $[ ] CLASS B [FIXED][FLOATING RATE] SERIES [201 - ] ASSET BACKED NOTES $[ ] CLASS C [FIXED][FLOATING RATE] SERIES [201 - ] ASSET BACKED NOTES FORM...
Trust Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • New York
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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • March 23rd, 2007 • First National Funding LLC • Asset-backed securities

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this “Amendment”) dated as of March [ ], 2007, is made among FIRST NATIONAL FUNDING LLC, in its capacity as transferor (“Transferor”) and in its capacity as depositor (as defined in Item 1101(e) of Regulation AB) (“Depositor”), FIRST NATIONAL BANK OF OMAHA, as servicer (“Servicer”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor trustee to The Bank of New York (“Trustee”) and is consented to by each of the parties executing and delivering a consent and waiver attached hereto as Exhibit C (collectively, the “Consent Parties”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in or pursuant to the Second Amended and Restated Pooling and Servicing Agreement dated as of October 24, 2002, among Transferor, Servicer and Trustee (the “Pooling and Servicing Agreement”).

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RISK RETENTION AGREEMENT RISK RETENTION AGREEMENT
Risk Retention Agreement • May 22nd, 2024 • First National Funding LLC • Asset-backed securities

THIS RISK RETENTION AGREEMENT, dated as of May 29, 2024 (this “Agreement”), by and among FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company (the “Transferor”) and FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”).

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ASSET REPRESENTATIONS REVIEW AGREEMENT among FIRST NATIONAL BANK OF OMAHA, as RPA Seller FIRST NATIONAL FUNDING LLC, as Transferor FIRST NATIONAL BANK OF OMAHA, as Servicer FIRST NATIONAL MASTER NOTE TRUST, as Issuer and FTI CONSULTING, INC., as Asset...
Asset Representations Review Agreement • September 28th, 2016 • First National Funding LLC • Asset-backed securities • New York

THIS ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of September 23, 2016 (this “Agreement”), among FIRST NATIONAL BANK OF OMAHA, a national banking association, as RPA Seller (in such capacity, the “RPA Seller), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor (the “Transferor”), FIRST NATIONAL BANK OF OMAHA, as Servicer (in such capacity, the “Servicer”), FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust, as Issuer (the “Issuer”), and FTI CONSULTING, INC., a Maryland corporation, as asset representations reviewer (the “Asset Representations Reviewer”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER INDENTURE
Master Indenture • September 19th, 2023 • First National Funding LLC • Asset-backed securities • New York

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER INDENTURE (this “Second Amendment”), dated as of September 22, 2023, is by and between FIRST NATIONAL MASTER NOTE TRUST, as statutory trust organized under the laws of the State of Delaware (“Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as Trustee (the “Trustee”).

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EXHIBIT A TO ANNUAL SERVICER'S CERTIFICATE
Pooling and Servicing Agreement • March 31st, 2005 • First National Funding LLC • Asset-backed securities
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SECOND AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT Dated as of September 23, 2016 FIRST NATIONAL FUNDING LLC, Transferor, FIRST NATIONAL BANK OF OMAHA, Servicer, and FIRST NATIONAL MASTER NOTE TRUST, Issuer FIRST NATIONAL MASTER NOTE TRUST
Transfer and Servicing Agreement • September 28th, 2016 • First National Funding LLC • Asset-backed securities • Nebraska

This SECOND AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT (this “Agreement”), dated as of September 23, 2016, among FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor, FIRST NATIONAL BANK OF OMAHA, a national banking association, as Servicer, and FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer, amends and restates, in its entirety, the First Amended and Restated Transfer and Servicing Agreement, dated as of December 20, 2012 (the “Existing TSA”). This Agreement constitutes an amendment of the Existing TSA pursuant to Section 9.01(a) of the Existing TSA.

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FIRST NATIONAL MASTER NOTE TRUST $349,550,000 CLASS A SERIES 2007-2 ASSET BACKED NOTES UNDERWRITING AGREEMENT
Pooling and Servicing Agreement • December 4th, 2007 • First National Funding LLC • Asset-backed securities • New York
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FORM OF RISK RETENTION AGREEMENT
Risk Retention Agreement • May 3rd, 2019 • First National Funding LLC • Asset-backed securities • Nebraska

FORM OF RISK RETENTION AGREEMENT, dated as of [●] [●], 20[●] (this “Agreement”), by and among FIRST NATIONAL BANK OF OMAHA, a national banking association (“FNBO”), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company (the “Transferor”) and FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust (the “Issuer”).

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EXHIBIT 4.5 FIRST AMENDMENT TO SERIES 2003-1 INDENTURE SUPPLEMENT This First Amendment to Series 2003-1 Indenture Supplement, dated as of November 17, 2003 (this "Amendment"), by and between FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory...
First National Funding LLC • November 19th, 2003 • Asset-backed securities
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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • December 4th, 2007 • First National Funding LLC • Asset-backed securities

In accordance with Section 3.09 of the Second Amended and Restated Pooling and Servicing Agreement dated as of October 24, 2002, as amended, among First National Funding LLC, as Transferor, First National Bank of Omaha, as Servicer, and The Bank of New York Trust Company, N.A., as successor Trustee to The Bank of New York, the undersigned hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [10-D][10-K] [8-K].

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FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among FIRST NATIONAL BANK OF OMAHA, as RPA Seller FIRST NATIONAL FUNDING LLC, as Transferor FIRST NATIONAL BANK OF OMAHA, as Servicer FIRST NATIONAL MASTER NOTE TRUST, as Issuer and as Asset...
Asset Representations Review Agreement • June 17th, 2016 • First National Funding LLC • Asset-backed securities • New York

THIS ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of , 20 (this “Agreement”), among FIRST NATIONAL BANK OF OMAHA, a national banking association, as RPA Seller (in such capacity, the “RPA Seller), FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as Transferor (the “Transferor”), FIRST NATIONAL BANK OF OMAHA, as Servicer (in such capacity, the “Servicer”), FIRST NATIONAL MASTER NOTE TRUST, a Delaware statutory trust, as Issuer (the “Issuer”), and [Name of Asset Representations Reviewer], a [ ] [limited liability company][corporation], as asset representations reviewer (the “Asset Representations Reviewer”).

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SECOND AMENDED AND RESTATED MASTER INDENTURE Dated as of September 23, 2016 FIRST NATIONAL MASTER NOTE TRUST, Issuer, and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee FIRST NATIONAL MASTER NOTE TRUST
Master Indenture • September 28th, 2016 • First National Funding LLC • Asset-backed securities • New York

This SECOND AMENDED AND RESTATED MASTER INDENTURE, dated as of September 23, 2016, (the “Indenture”), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware (“Issuer”), and U.S. Bank National Association, a national banking association with the authority to exercise trust powers, as indenture trustee (“Indenture Trustee”). The Indenture may be supplemented at any time and from time to time by an indenture supplement in accordance with Article X (an “Indenture Supplement,” and together with the Indenture and any amendments, the “Agreement”). If a conflict exists between the terms and provisions of the Indenture and any Indenture Supplement, the terms and provisions of the Indenture Supplement shall be controlling with respect to the related Series.

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