UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION COPY

FIRST NATIONAL MASTER NOTE TRUST

$600,000,000 CLASS A SERIES 2009-1
ASSET BACKED NOTES
UNDERWRITING AGREEMENT

June 3, 2009

Banc of America Securities LLC
Hearst Tower
214 North Tyron Street
Charlotte, North Carolina 28255

RBS Securities Inc.
600 Steamboat Road
Greenwich, Connecticut 06830

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

Ladies and Gentlemen:

     1.  Introductory . First National Funding LLC (“ FNF LLC ” or the “ Transferor ”), a limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “ Issuer ”) to issue and sell $600,000,000 principal amount of Class A Series 2009-1 Asset Backed Notes (the “ Notes ”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives.

     One or more of the underwriters for the Notes listed on Schedule A hereto (the “ Underwriters ”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “ Primary Dealer ”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “ FRBNY ”), as Lender, various Primary Dealers from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, and The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “ MLSA ”), in connection with the Term Asset-Backed Securities Loan Facility (“ TALF ”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 10, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA.

     The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “ Trust Agreement ”), between the Transferor and Wilmington Trust Company (“ WTC ”), as owner trustee (the “ Owner Trustee ”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the “ Master Indenture ”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to The Bank of New York) (“ BNYTC ”), as indenture trustee (the “ Indenture Trustee ”), as supplemented by the Series 2009-1 Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “ Indenture Supplement ,” and together with the Master Indenture, the “ Indenture ”).

     The assets of the Issuer include, among other things, certain amounts due (the “ Receivables ”) on a portfolio of Visa ^® and MasterCard ^® revolving credit card accounts owned by the Bank (the “ Accounts ”).

     The Receivables are transferred to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (as amended, the “ Transfer and Servicing Agreement ”), among the Transferor, First National Bank of Omaha, a national banking association (the “ Bank ”), as servicer (the “ Servicer ”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “ Receivables Purchase Agreement ”), between the Transferor and the Bank.

     The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the “ Administration Agreement ”), between the Bank, as administrator (in such capacity, the “ Administrator ”), and the Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “ Transaction Documents .”

     This Underwriting Agreement is referred to herein as this “ Agreement .” To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

     The Transferor has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933 (the “ Act ”), a registration statement on Form S-3 (having the registration number 333-140273), including a form of prospectus and a form of prospectus supplement and such amendments thereto as may have been filed prior to the date hereof, relating to the Notes and the offering thereof in accordance with Rule 415 under the Act. If any post-effective amendment to such registration statement has been filed with respect thereto, prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. For purposes of this Agreement, “ Effective Time ” means the date and time as of which such

registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, and “ Effective Date ” means the date of the Effective Time. Such registration statement, as amended at the Effective Time, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “ Registration Statement .” The Registration Statement has been declared effective by the Commission not more than three years prior to the date hereof.

     The Transferor proposes to file with the Commission pursuant to Rule 424(b) under the Act (“ Rule 424(b) ”) a supplement (the “ Prospectus Supplement ”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement, or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “ Base Prospectus ”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, together with the information referred to under the caption “ Static Pool Information ” in the Prospectus Supplement regardless of whether it is deemed a part of the Prospectus Supplement, are hereinafter referred to as the “ Prospectus ”.

     At or prior to 1:30 p.m. (New York City Time) on June 1, 2009 (the time the first Contract of Sale (as defined below) was entered into as designated by the Representatives (the “ Time of Sale ”), the Transferor also had prepared a Preliminary Prospectus dated May 26, 2009, with respect to such Notes (together with the Additional Information, the “ Time of Sale Information ”). “ Preliminary Prospectus ” means, with respect to any date or time referred to herein, the most recent preliminary Prospectus (as amended or supplemented, if applicable), which has been prepared and delivered by the Transferor to the Representatives in accordance with the provisions hereof, together with the information referred to under the caption “ Static Pool Information ” therein regardless of whether it is deemed a part of the Registration Statement or the Prospectus. “ Additional Information ” means information that is included in any road show presentation the Transferor has approved.

     If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Transferor and the Bank have prepared and delivered to the Underwriters a Corrected Prospectus (as defined below), and as a result investors in the Notes elect to terminate their existing “ Contracts of Sale ” (within the meaning of Rule 159 under the Act) for any Notes, then “ Time of Sale Information ” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale in an amended Preliminary Prospectus approved by the Transferor and the Representatives that corrects such material misstatements or omissions (a “ Corrected Prospectus ”), together with the Additional Information, and “ Time of Sale ” will refer to the time and date on which such new Contracts of Sale were entered into.

     As used herein, references to any “ Free Writing Prospectus ” shall mean a “free writing prospectus” as defined in Rule 405 of the Act.

     The Transferor and the Bank hereby agree, severally and not jointly, with the Underwriters as follows:

     2.  Representations and Warranties of the Transferor and the Bank . Each of the Transferor (the representations and warranties as to the Transferor being given by the Transferor) and the Bank (the representations and warranties as to the Bank being given by the Bank) represents and warrants to, and agrees (i) with, the Underwriters, and (ii) with respect to clauses (n)(ii), (r), (s) and (aa) of this Section 2 only, with the Underwriters who are Primary Dealers in their capacities as Primary Dealers with respect to TALF loans secured by the Notes, that:

     (a) The Transferor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Nebraska, and has all requisite power, authority and legal right to own its property, transact the business in which it is now engaged and conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, and to execute, deliver and perform its obligations under this Agreement, the Transfer and Servicing Agreement, the Receivables Purchase Agreement and the Trust Agreement and to authorize the issuance of the Notes.

     (b) The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has all requisite power, authority and legal right to own its property and conduct its credit card business as such properties are presently owned and such business is presently conducted, and conduct its business as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, and to own the Accounts and to execute, deliver and perform its obligations under this Agreement, the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Administration Agreement.

     (c) The execution, delivery and performance of each of the Transaction Documents to which it is a party, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereby and thereby, and with respect to the Transferor, the issuance of the Notes, have been duly and validly authorized by the Transferor and the Bank, as applicable, by all necessary action on the part of the Transferor and the Bank, as applicable.

     (d) This Agreement has been duly authorized, executed and delivered by the Transferor and the Bank.

     (e) Each of the Transaction Documents has been, or on or before the Closing Date will be, executed and delivered by the Transferor and/or the Bank, as applicable, and when executed and delivered by the other parties thereto, will constitute a legal, valid and binding agreement of the Transferor and/or the Bank, as applicable, enforceable against the Transferor and/or the Bank, as applicable, in accordance with its terms, except, in each case, to the extent that (i) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors’ or other obligees’ rights generally or the rights of creditors or other obligees of institutions insured by the FDIC, (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to

equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) certain remedial provisions of the Indenture may be unenforceable in whole or in part under the UCC, but the inclusion of such provisions does not render the other provisions of the Indenture invalid and notwithstanding that such provisions may be unenforceable in whole or in part, the Indenture Trustee, on behalf of the Noteholders, will be able to enforce the remedies of a secured party under the UCC.

     (f) The Notes have been duly authorized and will be issued pursuant to the terms of the Indenture and, when executed by the Owner Trustee on behalf of the Issuer and authenticated by the Indenture Trustee in accordance with the Indenture and delivered pursuant to the Indenture and this Agreement, will be duly and validly executed, issued and outstanding and will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors’ rights generally, (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy. The Notes will be in the form contemplated by the Indenture, and the Notes and the Indenture will conform to the descriptions thereof contained in the Preliminary Prospectus, the Prospectus and the Registration Statement, as amended or supplemented.

     (g) [Reserved].

     (h) Neither the Transferor nor the Bank is in violation of any Requirement of Law or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it is bound or to which any of its property is subject, which violation or defaults separately or in the aggregate would have a material adverse effect on the Issuer, the Transferor or the Bank.

     (i) None of the issuance and sale of the Notes or the execution and delivery by the Transferor or the Bank of this Agreement or any Transaction Document to which it is a party, nor the incurrence by the Transferor or the Bank of the obligations herein and therein set forth, nor the consummation of the transactions contemplated hereunder or thereunder, nor the fulfillment of the terms hereof or thereof does or will (i) violate any Requirement of Law presently in effect, applicable to it or its properties or by which it or its properties are or may be bound or affected, (ii) breach or violate any provision of the organizational documents applicable to the Transferor or the Bank, (iii) violate any judgment, order or decree of any court, arbitrator, administrative agency or other governmental authority applicable to the Transferor or the Bank, (iv) conflict with, or result in a breach of, or constitute a default under, any indenture, contract, agreement, mortgage, deed of trust or instrument to which it is a party or by which it or its properties

are bound, (v) result in the acceleration of any obligation of the Transferor or the Bank, or (vi) result in the creation or imposition of any Lien upon any of its property or assets, except for those encumbrances created under the Transaction Documents.

     (j) All approvals, authorizations, consents, orders and other actions of any Person or of any court or other governmental body or official required in connection with the execution and delivery by the Transferor or the Bank of this Agreement or the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereunder and thereunder, or the fulfillment of the terms hereof and thereof have been or will have been obtained on or before the Closing Date.

     (k) All actions required to be taken by the Transferor or the Bank as a condition to the offer and sale of the Notes as described herein or the consummation of any of the transactions described in the Preliminary Prospectus, the Prospectus and the Registration Statement have been or, prior to the Closing Date, will be taken.

     (l) The Master Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “ TIA ”), and complies as to form with the TIA and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) thereunder. The Indenture Supplement is not required to be qualified under the TIA.

     (m) The representations and warranties made by the Transferor in the Transfer and Servicing Agreement, the Trust Agreement and the Receivables Purchase Agreement or made in any Officer’s Certificate of the Transferor delivered pursuant to any Transaction Document to which it is a party will be true and correct at the time made and on and as of the Closing Date as if set forth herein, except that to the extent that any such representation or warranty expressly relates to an earlier or later date, such representation or warranty is true and correct at and as of such earlier or later date.

     (n) The representations and warranties made by the Bank (i) in the Receivables Purchase Agreement, and in its capacity as Servicer and Administrator, in the Transfer and Servicing Agreement and the Administration Agreement, respectively, or made in any Officer’s Certificate of the Bank delivered pursuant to any Transaction Document to which it is a party, and (ii) in the TALF Certification (as defined in subsection 7(p)) will be true and correct at the time made and on and as of the Closing Date as if set forth herein, except that to the extent that any such representation or warranty expressly relates to an earlier or later date, such representation or warranty is true and correct at and as of such earlier or later date.

     (o) The Transferor agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the Transfer and Servicing Agreement, and agrees to take all action required by the Transfer and Servicing Agreement in order to maintain the security interest in the Receivables granted pursuant to the Transfer and Servicing Agreement and the Indenture, as applicable.

     (p) The Bank agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the Receivables Purchase Agreement and agrees to take all action required by the Receivables Purchase Agreement in order to maintain the security interests in the Receivables granted pursuant to the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Indenture, as applicable.

     (q) (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or threatened by the Commission.

     (ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification as to which the Representatives have been notified, shall be in all substantive respects in the form furnished to the Representatives or its counsel before such date.

     (r) On the Effective Date, the Registration Statement did conform in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder (the “ Rules and Regulations ”) and the TIA and the rules and regulations thereunder and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Preliminary Prospectus, as of its date, as of the Time of Sale and on the date of this Agreement conforms, and at the time of filing of the Preliminary Prospectus pursuant to Rule 424(b), the Preliminary Prospectus will conform, in all material respects with the requirements of the Act and the Rules and Regulations and the TIA and the rules and regulations thereunder and it does not include, nor will include, any untrue statement of a material fact nor omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from the Preliminary Prospectus in reliance upon and in conformity with Underwriters’ Information (as defined below). On the date of this Agreement, the Registration Statement and the Prospectus conform, and at the time of filing of the Prospectus pursuant to Rule 424(b), the Registration Statement and the Prospectus will conform, in all material respects with the requirements of the Act and the Rules and Regulations and the TIA and the rules and regulations thereunder. Neither of such documents, as of its date, as of the date of this Agreement and as of the Closing Date, includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from either of such documents based upon Underwriters’ Information (as defined below). Each of the Transferor and the Bank hereby acknowledges that the statements set forth (i) on the cover page of the Prospectus Supplement on the line across from “ Price to public ,” (ii) in the table listing the Class A Underwriters and the Principal Amount of Class A

Notes under the heading “ Underwriting ” in the Prospectus Supplement, (iii) in the table following the second paragraph under the heading “ Underwriting ” in the Prospectus Supplement and the Preliminary Prospectus Supplement and (iv) in the penultimate paragraph under the heading “ Underwriting ” in the Prospectus Supplement and the Preliminary Prospectus Supplement (such information, the “ Underwriters’ Information ”) constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Prospectus or the Preliminary Prospectus.

     (s) The Time of Sale Information at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall of necessity appear only in the final Prospectus); provided , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information contained in or omitted from either the Registration Statement or the Prospectus based upon Underwriters’ Information.

     (t) Other than with respect to the Preliminary Prospectus, the Prospectus and any Additional Information approved by the Representatives, each of the Transferor, the Bank and the Issuer (including its agents and representatives) has not made, used, authorized or approved and will not make, use, authorize or approve any “ written communication ” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy the Notes. The Transferor will file with the Commission any Free Writing Prospectus used by the Transferor, the Bank or the Issuer if such filing is required by Rule 433(d) of the Act. If required by Rule 433(c)(2)(i) of the Act, each Free Writing Prospectus used by the Transferor, the Bank or the Issuer shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act.

     (u) Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus and the Prospectus, except as otherwise set forth therein, there has not been any material adverse change in the condition, financial or otherwise, or in the earnings, business or operations, of the Bank or the Transferor.

     (v) The computer tape of the Receivables to be created as of April 30, 2009, and made available to the Representatives by the Servicer, will be complete and accurate in all material respects as of the date thereof.

     (w) There are no actions, proceedings or investigations pending or, to the best of its knowledge, threatened against or affecting the Transferor or the Bank (or any basis therefor known to the Transferor or the Bank) (i) asserting the invalidity of any of the Transaction Documents, (ii) seeking to prevent the issuance of the Notes or the consummation by the Transferor or the Bank of any of the transactions contemplated by

the Transaction Documents, or (iii) which, individually or in the aggregate, if adversely decided, would materially and adversely affect the business, financial condition or results of operations of the Transferor, the Issuer or the Bank or of the Transferor’s or the Bank’s ability to consummate the transactions contemplated by the Transaction Documents.

     (x) None of the Issuer, the Transferor, the Bank, any Affiliates thereof or any of their agents has taken any action that would require registration of the Issuer, the Transferor or the Bank under the Investment Company Act of 1940, nor will the Issuer, the Transferor, the Bank, any Affiliates thereof or any of their agents act, nor have they authorized or will they authorize any person to act, in such a manner.

     (y) [Reserved].

     (z) The Transferor was not, on the date on which the first bona fide offer of the Notes sold pursuant to this Agreement was made, an “ ineligible issuer ” as defined in Rule 405 under the Act.

     (aa) On the Closing Date, (i) the Transferor and the Bank will have taken all actions required to be taken by such entities by the FRBNY for the Notes to be eligible collateral under the TALF, and (ii) the Notes will be eligible collateral under the TALF; provided, however, that neither the Transferor nor the Bank makes any representation or warranty with respect to the eligibility of a borrower for a loan under the TALF or whether any borrower has taken or its agents have taken the steps necessary to qualify for any such loan.

     3.  Purchase, Sale, Payment and Delivery of the Notes .

     (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transferor agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Transferor, at a purchase price of 99.660% of the principal amount thereof, $600,000,000 aggregate principal amount of the Notes, each Underwriter to purchase the amounts shown on Schedule A hereto.

     (b) The Transferor will cause the Issuer to deliver the Notes to the Underwriters against payment of the purchase price in immediately available funds, drawn to the order of the Transferor, at the office of Kutak Rock LLP, in Omaha, Nebraska at 10:00 a.m., Chicago time, on June 9, 2009, such time being herein referred to as the “ Closing Date .” Each of the Notes so to be delivered shall be represented by one or more definitive notes registered in the name of Cede & Co., as nominee for The Depository Trust Company. The Notes will be available for inspection, checking and packaging by the Underwriters at the office at which the Notes are to be delivered in Omaha, Nebraska no later than 4:00 p.m., Chicago time, on the business day prior to the Closing Date.

     (c) Notwithstanding the foregoing, the obligation of the Transferor to sell the Notes to the Underwriters shall be subject to the Transferor receiving letters from the

applicable Rating Agency stating that the notes designated in the Indenture Supplement as the “Class B Asset Backed Notes, Series 2009-1” (the “ Class B Notes ”) shall have received ratings of “A” and “A2,” from Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., respectively, the notes designated in the Indenture Supplement as the “Class C Asset Backed Notes, Series 2009-1” (the “ Class C Notes ”) shall have received ratings of “BBB” and “BBB,” from Standard & Poor’s Ratings Services and Fitch, Inc., respectively, and the notes designated in the Indenture Supplement as the “Class D Asset Backed Notes, Series 2009-1” (the “ Class D Notes ”) shall have received ratings of “BB” and “BB” from Standard & Poor’s Rating Services and Fitch, Inc., respectively.

     4.  Offering by Underwriters .

     (a) It is understood that after the Effective Date, each Underwriter proposes to offer the Notes for sale to the public (which may include selected dealers) as set forth in the Prospectus.

     (b) Each Underwriter shall comply with all applicable laws and regulations in connection with its use of Free Writing Prospectuses, including but not limited to Rules 164 and 433 of the Act.

     (c) Other than the Preliminary Prospectus, Prospectus, the Additional Information and other information approved by the Transferor, each Underwriter represents, warrants and agrees with the Transferor and the Bank that it has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to, any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act. Notwithstanding the foregoing, the Transferor agrees that the Underwriters may disseminate information on Bloomberg to prospective investors relating solely to (i) information of the type identified in Rule 134 of the Act, (ii) information included in the Preliminary Prospectus, (iii) the status of allocations and subscriptions of the Notes, expected pricing parameters of the Notes and the yields and weighted average lives of the Notes, and (iv) information constituting final terms of the Notes within the meaning of Rule 433(d)(5)(ii) under the Act (each such communication, an “ Underwriter Free Writing Prospectus ”); provided that in the case of the foregoing clauses (i) through (iv), other than the final pricing terms, such Underwriter Free Writing Prospectus would not be required to be filed with the Commission.

     (d) Each Underwriter severally represents, warrants and agrees with the Transferor, the Issuer and the Bank that:

     (i) each Underwriter Free Writing Prospectus prepared by it will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of the Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not

misleading; provided , however , that no Underwriter makes such representation, warranty or agreement to the extent such misstatements or omissions were the result of any inaccurate information which was included in the Preliminary Prospectus, the Prospectus or any written information furnished to the related Underwriter by the Transferor, the Issuer or the Bank expressly for use therein, which information was not corrected by information subsequently provided by the Transferor, the Issuer or the Bank to the related Underwriter within a reasonable period of time prior to the time of use of such Underwriter Free Writing Prospectus;

     (ii) if required by Rule 433(c)(2)(i) of the Act, each Underwriter Free Writing Prospectus prepared by it shall contain a legend substantially in the form of and in compliance with Rule 433(c)(2)(i) of the Act, and shall otherwise conform to any requirements for “free writing prospectuses” under the Act; and

     (iii) each Underwriter Free Writing Prospectus prepared by it shall be delivered to the Transferor no later than the date of first use and, unless otherwise agreed to by the Transferor and the related Underwriter, such delivery shall occur no later than the close of business for the Bank (Central Time) on the date of first use; provided , however , if the date of first use is not a Business Day, such delivery shall occur no later than the close of business for the Bank (Central Time) on the first Business Day after such date of first use.

     (e) Each Underwriter represents and agrees (i) that it did not enter into any Contract of Sale for any Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, deliver the Preliminary Prospectus to each investor to whom Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to such Underwriter by the Transferor or by the Bank), which delivery shall be prior to the applicable time of any such Contract of Sale with respect to such investor.

     (f) In the event the Bank, the Transferor or any Underwriter becomes aware that, as of the Time of Sale, any Time of Sale Information contains or contained any untrue statement of material fact or omits or omitted to state any material fact necessary in order to make the statements contained therein in light of the circumstances under which they were made, not misleading (“ Defective Information ”), such Underwriter, the Bank or the Transferor, as applicable, shall promptly notify the Representatives and, in the case of any Underwriter giving such notice, the Transferor, of such untrue statement or omission no later than one Business Day after discovery and the Transferor shall prepare and deliver to the Underwriters a Corrected Prospectus. Each Underwriter shall deliver such Corrected Prospectus to any person with whom a Contract of Sale was entered into based on such Defective Information, and such Underwriter shall provide any such person with adequate disclosure of the person’s rights under the existing Contract of Sale and a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale based on the information set forth in the Corrected Prospectus.

     5.  Certain Agreements of the Transferor . The Transferor agrees with the Underwriters that:

     (a) Immediately following the execution of this Agreement, the Transferor will transmit the Prospectus to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b). The Transferor will not file any amendment of the Registration Statement with respect to the Notes or supplement to the Prospectus unless a copy has been furnished to the Representatives for their review a reasonable time prior to the proposed filing thereof or to which the Representatives shall reasonably object in writing. The Transferor will advise the Representatives promptly of (i) the effectiveness of any amendment or supplementation of the Registration Statement or Prospectus, (ii) any request by the Commission for any amendment or supplementation of the Registration Statement or the Prospectus or for any additional information, (iii) the receipt by the Transferor of any notification with respect to the suspension of qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and (iv) the institution by the Commission of any stop order proceeding in respect of the Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

     (b) If at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Preliminary Prospectus or the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Preliminary Prospectus or the Prospectus to comply with the Act, the Transferor promptly will notify the Representatives of such event and prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriters’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

     (c) As soon as practicable, the Transferor will cause the Issuer to make generally available to the Noteholders an earnings statement or statements of the Issuer covering a period of at least 12 months beginning after the Effective Date which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder; provided , that this covenant may be satisfied by posting the monthly investor reports for the Trust for each month in such 12-month period on a publicly available website.

     (d) The Transferor will furnish to the Representatives and their counsel, without charge, copies of the Registration Statement (one of which will be signed and will include all exhibits), the Preliminary Prospectus and the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives reasonably request. The Transferor will pay the

expenses of printing or other production of all documents relating to the offering of the Notes.

     (e) The Transferor will endeavor to qualify the Notes for sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect so long as required for the distribution of the Notes; provided , however , that the Transferor shall not be obligated to qualify to do business in any jurisdiction where such qualification would subject the Transferor to general or unlimited service of process in any jurisdiction where it is not now so subject. The Transferor will promptly advise the Underwriters of the receipt by the Transferor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose.

     (f) The Transferor will, and will cause the Issuer to, assist the Representatives in making arrangements with DTC, Euroclear and Clearstream, concerning the issue of the Notes, arranging with such clearing agency to permit the Notes to be eligible for clearance and settlement through such clearing agency and related matters.

     (g) So long as any Note is outstanding, the Transferor will furnish, or cause the Servicer to furnish, to the Representatives copies of each certificate and the annual statements of compliance delivered to (a) the Owner Trustee, the Indenture Trustee and each Rating Agency pursuant to Section 3.05 of the Transfer and Servicing Agreement and independent certified public accountant’s servicing reports furnished to the Indenture Trustee and the Rating Agencies pursuant to Sections 3.06(a) and (b) of the Transfer and Servicing Agreement, and (b) the Series 2009-1 Noteholders pursuant to Sections 5.03(a) and (d) of the Indenture Supplement, by first class mail promptly after such certificates, statements and reports are furnished to the Owner Trustee, the Indenture Trustee, the Series 2009-1 Noteholders or the Rating Agencies, as the case may be.

     (h) So long as any Note is outstanding, the Transferor will furnish, or cause the Servicer to furnish, to the Representatives, by first-class mail as soon as practicable (i) all documents concerning the Receivables or the Notes distributed by the Transferor or the Servicer (under the Transfer and Servicing Agreement) to the Owner Trustee, the Indenture Trustee or the Noteholders, or filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (ii) any order of the Commission under the Act or the Exchange Act applicable to the Issuer or to the Transferor, or pursuant to a “no-action” letter obtained from the staff of the Commission by the Transferor and affecting the Issuer or the Transferor and (iii) from time to time, such other information concerning the Issuer as the Representatives may reasonably request.

     (i) To the extent, if any, that any of the ratings provided with respect to the Notes by any Rating Agency are conditional upon the furnishing of documents or the taking of any other actions by the Transferor, the Transferor shall furnish such documents and take any such other actions as are necessary to satisfy such condition.

     (j) In connection with any disposition of the Definitive Notes pursuant to a transaction made in compliance with all applicable transfer restrictions contemplated herein and in the Indenture, the Transferor will cause the Issuer to reissue notes evidencing such Definitive Notes as required pursuant to the Indenture.

     (k) Until 30 days following the Closing Date, none of the Transferor or any trust or other entity originated, directly or indirectly, by the Transferor (including, without limitation, the Issuer) will, without the prior written consent of the Representatives, which shall not be unreasonably withheld, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Notes, the Class B Notes, the Class C Notes, the Class D Notes, any other publicly offered asset-backed securities and any variable funding notes issued pursuant to the renewal a variable funding note facility that has been privately placed with one or more commercial paper conduits).

     (l) The Transferor shall cause its computer records relating to the Receivables to be marked in accordance with Section 2.01(c) of the Transfer and Servicing Agreement to show the Issuer’s absolute ownership of the Receivables, and shall not take any action inconsistent with the Issuer’s ownership of the Receivables, other than as permitted by the Transfer and Servicing Agreement.

     (m) The Transferor will enter into or has entered into the Transfer and Servicing Agreement and other instruments to which this Agreement and the Transfer and Servicing Agreement contemplate it will be a party on or prior to the Closing Date. The Transferor will cause the Issuer to enter into any instruments to which this Agreement or any Transaction Document contemplates that either will be a party on or prior to the Closing Date.

     6.  Certain Agreements of the Bank .

     (a) Until 30 days following the Closing Date, none of the Bank or any trust or other entity originated, directly or indirectly, by the Bank (including, without limitation, the Transferor) will, without the prior written consent of the Representatives, which shall not be unreasonably withheld, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Notes, the Class B Notes, the Class C Notes, the Class D Notes, any other publicly offered asset-backed securities and any variable funding notes issued pursuant to the renewal of a variable funding note facility that has been privately placed with one or more commercial paper conduits).

     (b) The Bank has entered into the Receivables Purchase Agreement, the Transfer and Servicing Agreement and will have entered into other instruments to which this Agreement and the Receivables Purchase Agreement and the Transfer and Servicing Agreement contemplate it will be a party on or prior to the Closing Date.

     7.  Conditions of the Obligations of the Underwriters . The obligation of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the

representations and warranties by the Transferor and the Bank herein, to the accuracy of the statements of officers of the Transferor and the Bank made pursuant to the provisions hereof, to the performance by the Transferor and the Bank of their respective obligations hereunder and to the following additional conditions precedent:

     (a) On or prior to each of the date of this Agreement and the Closing Date, the Representatives shall have received an agreed upon procedures letter or letters of Deloitte & Touche LLP, dated on or prior to the date of the Preliminary Prospectus Supplement and the Prospectus Supplement, as applicable, confirming that they are independent public accountants within the meaning of the Act and the applica