Common use of Early Amortization Events Clause in Contracts

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or the Accumulation Period with respect to the Series [•] Notes1998-1 Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor (x) to make any payment or deposit required to be made by it by the terms of the Transfer Agreement or this Series Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein made; or (iiy) failure of the Transferor duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor set forth in the Transfer Agreement, which failure has a material adverse effect on the Agreement or this Series [•] Noteholders and which Supplement that continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 1998-1 Certificates evidencing not less than 50% of the Invested Amount, and as a result of which the interests of the Series [•] Notes; or1998-1 Certificateholders are materially and adversely affected; (gb) any representation or warranty made by the Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement this Series Supplement shall prove to have been incorrect in any material respect when made or when delivered, which that continues to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 1998-1 Certificates evidencing not less than 50% of the Series [•] Notes Invested Amount, and as a result of which the interests of the Series [•] Noteholders 1998-1 Certificateholders are materially and adversely affected for such periodaffected; provided, however, that if the representation or warranty which was breached relates to any particular Receivable or group of Receivables, an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has shall have accepted reassignment of the related such Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.longer period not to

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] 2015-2 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] 2015-2 Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] 2015-2 Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] 2015-2 Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2015-2 Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2015-2 Notes and as a result of which the interests of the Series [•] 2015-2 Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] 2015-2 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] 2015-2 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] 2015-2 Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] 2015-2 Notes as of the date of such notice.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement (after any grace periods or consents applicable thereto) or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or any Accumulation Period with respect to the Series [•] Notes2000-1 Certificates: (ai) if there will have been three (3) consecutive Distribution Dates on which the Quarterly Excess Spread Percentage Class C Invested Amount is less than the Required Excess Spread Initial Class C Invested Amount; (ii) on any Determination Date, the Class C Invested Amount as of the last day of the prior Collection Period is less than 8.25% of the Initial Invested Amount; (iii) the average payment rate determined by dividing the aggregate amount of Collections for each Collection Period by the beginning Pool Balance for each such period, averaged for any three consecutive Collection Periods, shall be less than (y) with respect to the Collection Periods included in the period from each November through the next succeeding April, 10% and (z) with respect to the Collection Periods included in the period from each May through the next succeeding October, 13%; provided that this clause (iii) may be amended without the consent of any Certificateholder but with the consent of the Transferor and the Rating Agencies; (iv) the annualized rate (averaged for a period of any three consecutive Collection Periods) of (x) Defaulted Receivables minus recoveries plus the repossession value of all Products repossessed during each such Collection Period to (y) the beginning Pool Balance for such Collection Period exceeds 10%; provided that this clause (v) shall not constitute an Early Amortization Event if, upon the occurrence of such event, the Available Subordinated Amount is increased by an amount equal to 1% of the sum of the Class A Adjusted Invested Amount and the Class B Adjusted Invested Amount (to the extent such increase does not result in the Transferor Amount as a percentage of the Trust Principal Component, to fall below the Minimum Transferor Percentage), in which case an Early Amortization Event under this clause (iv) shall not occur until such time as such annualized rate equals or exceeds 11%; provided, further, that this clause (iv) may be amended without the consent of any Certificateholder but with the consent of the Transferor and the Rating Agencies; (v) on any Determination Date, the Transferor Amount, as of the last day of the prior Collection Period, shall be less than 12% of the Trust Principal Component and the annualized rate (averaged for a period of any two consecutive Collection Periods) determined by dividing (x) the amount of Collections of Receivables comprised of interest, fees and service charges collected from Dealers in the related Collection Period by (y) the Pool Balance at the beginning of the related Collection Period shall be less than 6%; or (bvi) the Trustee shall have made a failure by Transferor under withdrawal from the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables Servicer Cash Collateral Account pursuant to Section 2.11(a4.7(b) and the Servicer shall have failed to remit Collections to the Collection Account in the amount of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it such withdrawal by the terms of the Transfer Agreement on or before the date occurring five fifth Business Days Day after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected Distribution Date for such periodCollection Period; providedthen, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described specified in Sections 5.01(a), (b), (d), or (e)Section 9.1 of the Agreement, an Early Amortization Event with respect to all Series of Certificates then outstanding shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders all Investor Certificateholders immediately upon the occurrence of such event. In , and, in the case of any event described in Sections 5.01(cclauses (i)-(vi), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to only the Series [•] Notes as 2000-1 Certificates shall occur without any notice or other action on the part of the date Trustee or the Certificateholders or all Investor Certificateholders, as appropriate, immediately upon the occurrence of such noticeevent.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 6.03 of the Indenture, the occurrence of if any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] occur with respect to a Class or Tranche of SynchronySeries Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Receivables Sale Agreement or the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, Agreement (excluding matters addressed by clause (a)(i) or (c) of this Section 4.01) which failure has a material adverse effect on the Series [•] SynchronySeries Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of SynchronySeries Notes; (b) any representation or warranty made by Transferor in the Transfer Agreement or the Receivables Sale Agreement or any information contained in an account schedule required to be delivered by it pursuant to Section 2.1 of the Transfer Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] SynchronySeries Notes and as a result of which the interests of the Series [•] SynchronySeries Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g4.01(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Transferred Receivable, or all of such Transferred Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) a failure by Transferor under the Transfer Agreement to convey Transferred Receivables in Additional Accounts (as such term is defined in the Transfer Agreement) to the Trust when it is required to convey such Transferred Receivables pursuant to Section 2.6(a) of the Transfer Agreement; (d) any Servicer Default shall occur, which has a material adverse effect on such Class or Tranche of SynchronySeries Notes; (e) beginning with the December 2018 Monthly Period, the average Excess Spread Percentage for any three consecutive Monthly Periods is less than the Required Excess Spread Percentage; (f) the Outstanding Dollar Principal Amount of such Tranche shall not be paid in full on the Scheduled Principal Payment Date for such Tranche; (g) without limiting the foregoing, the occurrence of an Event of Default with respect to any Class or Tranche of SynchronySeries Notes and acceleration of the maturity of such Class or Tranche of SynchronySeries Notes pursuant to Section 6.01 of the Indenture; or (h) with respect to any Tranche of SynchronySeries Notes, any additional events specified as “Early Amortization Events” in the Terms Document with respect to such Tranche of SynchronySeries Notes; then, (x) in the case of any event described in Sections 5.01(aclause (a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (gd), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] SynchronySeries Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] SynchronySeries Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] NoteholdersTrustee) may declare that an “Early Amortization Event has occurred Event” with respect to the Series [•] affected Class or Tranche of SynchronySeries Notes (a “SynchronySeries Early Amortization Event”) has occurred as of the date of such noticenotice with respect to all Tranches of the SynchronySeries Notes, (y) in the case of any event described in clause (c) or (e), a SynchronySeries Early Amortization Event shall occur with respect to all Tranches of SynchronySeries Notes without any notice or other action on the part of the Indenture Trustee or the SynchronySeries Noteholders immediately upon the occurrence of such event and (z) in the case of any event described in clause (f) or (g), a SynchronySeries Early Amortization Event shall occur with respect to the affected Class or Tranche of SynchronySeries Notes without any notice or other action on the part of the SynchronySeries Noteholders immediately upon the occurrence of such event.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notesoccur: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(athis Agreement; (b) the Seller or the Servicer (or CCC, if it is not the Servicer) shall file a petition commencing a voluntary case under any chapter of the Transfer Agreement orFederal bankruptcy laws; or the Seller or the Servicer (or CCC, if applicableas aforesaid) shall file a petition or answer or consent seeking reorganization, Section 2.15(carrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Seller or the Servicer (or CCC, as aforesaid) shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Transfer Agreement; orSeller or the Servicer (or CCC, as aforesaid) shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; (c) any order for relief against the Seller or the Servicer (or CCC, if it is not the Servicer shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Seller or the Servicer Default occurs which would (or CCC, as aforesaid) under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a material adverse effect on period of 120 days; or a decree or order of a court having jurisdiction in the Series [•] Noteholders; orpremises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Seller or the Servicer (or CCC, as aforesaid) or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; (d) CFC or Chrysler shall file a petition commencing a voluntary case under any chapter of the failure Federal bankruptcy laws; or CFC or Chrysler shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or CFC or Chrysler shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or CFC or Chrysler shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay the Notes in full on the Expected Final Payment Date; orits debts generally as they become due; (e) any order for relief against CFC or Chrysler shall have been entered by a court having jurisdiction in the occurrence of an Event of Default and acceleration premises under any chapter of the Series [•] Notes pursuant to Article VII Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the Indenturepremises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of CFC or Chrysler under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for period of 120 days; oror a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of CFC or Chrysler or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; (f) (i) failure on the part of Transferor the Seller, the Servicer or CCC, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required to be made by it by the terms of this Agreement or the Transfer Receivables Purchase Agreement on or before the date occurring five two Business Days after the date such payment or deposit is required to be made therein herein, or (ii) failure with respect to any Series, to deliver a Distribution Date Statement within five Business Days of the Transferor day such item is due to be delivered under this Agreement, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) or (iv) duly to observe or perform in any material respect any of its other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in this Agreement or the Transfer Receivables Purchase Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this clause (iv) continues unremedied for a period of sixty 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; orEnhancement Provider; (g) any representation or warranty made by Transferor CCC in the Transfer Receivables Purchase Agreement or the Seller in this Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Seller pursuant to the Transfer Agreement Section 2.01, 2.05, 2.07 or 2.08, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, or to the Transferor Trustee and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders Holders of the Investor Certificates are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor Seller has accepted reassignment of repurchased the related Receivable, Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; or (h) the Transfer Agreement. In Trust or the case Seller shall become an "investment company" within the meaning of any event described in Sections 5.01(a)the Investment Company Act; then, (b)subject to applicable law, (d)and after the applicable grace period, or (e)if any, an amortization event (an "Early Amortization Event Event") shall occur without any notice or other action on the part of the Indenture Trustee Trustee, any Agent, the Certificateholders or the Noteholders any other Beneficiary, immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•__]-[__] Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•__]-[__] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•__]-[__] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•__]-[__] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•__]-[__] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•__]-[__] Notes and as a result of which the interests of the Series [•__]-[__] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•__]-[__] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•__]-[__] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•__]-[__] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•__]-[__] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notesoccur: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(athis Agreement; (b) the Seller or the Servicer (or DCS, if it is not the Servicer) shall file a petition commencing a voluntary case under any chapter of the Transfer Agreement orFederal bankruptcy laws; or the Seller or the Servicer (or DCS, if applicableas aforesaid) shall file a petition or answer or consent seeking reorganization, Section 2.15(carrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Seller or the Servicer (or DCS, as aforesaid) shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Transfer Agreement; orSeller or the Servicer (or DCS, as aforesaid) shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; (c) any order for relief against the Seller or the Servicer (or DCS, if it is not the Servicer shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Seller or the Servicer Default occurs which would (or DCS, as aforesaid) under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a material adverse effect on period of 120 days; or a decree or order of a court having jurisdiction in the Series [•] Noteholders; orpremises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Seller or the Servicer (or DCS, as aforesaid) or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; (d) DCS or DaimlerChrysler shall file a petition commencing a voluntary case under any chapter of the failure Federal bankruptcy laws; or DCS or DaimlerChrysler shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or DCS or DaimlerChrysler shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or DCS or DaimlerChrysler shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay the Notes in full on the Expected Final Payment Date; orits debts generally as they become due; (e) any order for relief against DCS or DaimlerChrysler shall have been entered by a court having jurisdiction in the occurrence of an Event of Default and acceleration premises under any chapter of the Series [•] Notes pursuant to Article VII Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the Indenturepremises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of DCS or DaimlerChrysler under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for period of 120 days; oror a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of DCS or DaimlerChrysler or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; (f) (i) failure on the part of Transferor the Seller, the Servicer or DCS, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required to be made by it by the terms of this Agreement or the Transfer Receivables Purchase Agreement on or before the date occurring five two Business Days after the date such payment or deposit is required to be made therein herein, or (ii) failure with respect to any Series, to deliver a Distribution Date Statement within five Business Days of the Transferor day such item is due to be delivered under this Agreement, or (iii) duly to observe or perform in any material respect the covenant of the Seller set forth in Section 2.06(a) or (iv) duly to observe or perform in any material respect any of its other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in this Agreement or the Transfer Receivables Purchase Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this clause (iv) continues unremedied for a period of sixty 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; orEnhancement Provider; (g) any representation or warranty made by Transferor DCS in the Transfer Receivables Purchase Agreement or the Seller in this Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Seller pursuant to the Transfer Agreement Section 2.01, 2.05, 2.07 or 2.08, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, or to the Transferor Trustee and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders Holders of the Investor Certificates are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor Seller has accepted reassignment of repurchased the related Receivable, Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; or (h) the Transfer Agreement. In Trust or the case Seller shall become an "investment company" within the meaning of any event described in Sections 5.01(a)the Investment Company Act; then, (b)subject to applicable law, (d)and after the applicable grace period, or (e)if any, an amortization event (an "Early Amortization Event Event") shall occur without any notice or other action on the part of the Indenture Trustee Trustee, any Agent, the Certificateholders or the Noteholders any other Beneficiary, immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] NotesInvestor Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor (i) to make any payment or deposit required to be made by it by the terms of (A) the Transfer Agreement Agreement, (B) this Series Supplement, (C) the Certificate Purchase Agreements or (D) any Class A Fee Letter, on or before the date occurring five Business Days days after the date such payment or deposit is required to be made herein or therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements of Transferor set forth in the Transfer Agreement, this Series Supplement, the Certificate Purchase Agreements or any Class A Fee Letter, which failure (in the case of this clause (ii)) has a material adverse effect on the Series [•] Noteholders Investor Holders and which continues unremedied for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Investor Holder and continues to affect materially and adversely the interests of the Series [•] Notes; orInvestor Holders for such period; (gb) any representation or warranty made by Transferor in the Transfer Agreement or this Series Supplement, or any information contained in an account schedule Account Schedule required to be delivered by it Transferor pursuant to the Transfer Agreement Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes Investor Holder, and (ii) as a result of which the interests of the Series [•] Noteholders Investor Holders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, provided that an Early Amortization Event pursuant to this Section 5.01(g10(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) the average of the Excess Spread Percentages for any three consecutive Monthly Periods is less than zero; (d) Transferor shall fail to convey Receivables arising under Additional Accounts, or Participations, to the Trust, as required by Section 2.8(b); provided that such failure shall not give rise to an Early Amortization Event if, prior to the date on which such conveyance was required to be completed, Transferor causes a reduction in the Invested Amount to occur, so that, after giving effect to that reduction (i) the Transferor Amount is not less than the Minimum Transferor Amount and (ii) the sum of the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance; and provided further that no Early Amortization Event shall occur pursuant to this clause (d) during a Mandatory Limited Amortization Period caused by the occurrence of a Merchant Bankruptcy Event unless such failure has not been cured by the related Merchant Bankruptcy Termination Date; it being understood that such failure shall be deemed cured so long as the Transferor Amount is not less than the Minimum Transferor Amount and the sum of the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance, in each case as of the Merchant Bankruptcy Termination Date; (e) any Servicer Default shall occur; (f) the Invested Amount shall not be paid in full on the Scheduled Final Payment Date or the Non-Renewing Purchaser Funded Amount shall not be paid in full on the Non-Renewing Purchaser Scheduled Distribution Date; (g) as of any Determination Date, the average of the monthly payment rates for that Determination Date and the preceding two Determination Dates is less than 7.75%, where the “monthly payment rate” for any Determination Date equals the percentage equivalent of a fraction (A) the numerator of which is the aggregate Collections received during the related Monthly Period and (B) the denominator of which is equal to the total Receivables held by the Trust at the close of business for the Monthly Period immediately prior to such related Monthly Period; provided that the monthly payment rates for the Determination Dates related to the February 2009 and March 2009 Monthly Periods shall be deemed to equal the “monthly payments rates” (calculated in accordance with the Series 2005-VFC Supplement to the Agreement) related to the February 2009 and March 2009 Monthly Periods; (h) the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of Comenity, which lien shall secure a liability in excess of $10,000,000 and shall not have been released within 40 days; (i) a default shall have occurred and be continuing under any instrument or agreement evidencing or securing indebtedness for borrowed money of Comenity in excess of $10,000,000 which default (i) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period or (ii) shall have resulted in acceleration of the maturity of such indebtedness; (j) a Change in Control has occurred; or (k) a Mandatory Limited Amortization Period resulting from a Merchant Bankruptcy Event has occurred and any related Mandatory Limited Amortization Amount shall not have been reduced to zero by the Merchant Bankruptcy Termination Date; then, (x) in the case of any event described in Sections 5.01(a10(a), (b), (e), (h), (i) or (j) of this Series Supplement, after the applicable grace period set forth in such Sections, either Trustee or the Majority Series Holders by notice then given in writing to Transferor and Servicer (and to Trustee if given by the Investor Holders) may declare that an early amortization event (an “Early Amortization Event”) has occurred as of the date of such notice, and (y) in the case of any event described in Section 10(c), (d), (f), (g) or (e)k) of this Series Supplement, an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders Investor Holders immediately upon the occurrence of such event. In the case of any , unless such event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given shall be waived by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeInvestor Holders.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes2013-2 Notes without any notice or other action on the part of the Indenture Trustee or the applicable Noteholders, unless otherwise specified: (ai) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (bii) a failure by if (x) the Transferor under fails to add additional Trust Assets to the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after Trust or (y) the day on which it Invested Amount of an existing Collateral Certificate is not increased when either action is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c2.13(a) of the Transfer Agreement; or (ciii) if any Servicer Default occurs which would have a material adverse effect on the Series [•] 2013-2 Noteholders; or (div) the failure to pay breach of other covenants, representations and warranties by TRS, the Notes in full Transferor or the Issuer under this Indenture Supplement or any other Transaction Document that has a material adverse effect on the Expected Final Payment DateSeries 2013-2 Noteholders and continues unremedied for a period of 60 days after written notice of such failure is given to TRS or the Transferor by the Indenture Trustee or to the Transferor and the Indenture Trustee by any Series 2013-2 Noteholder; or (ev) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor to make any payment payment, transfer or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodtherein; provided, however, that any such failure caused by a nonwillful act of the Transferor shall not constitute an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all promptly remedies such failure within five (5) Business Days after receiving notice of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), failure or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence otherwise becoming aware of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticefailure.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “"Early Amortization Event”") shall result in an early amortization event for the Series [•] Notes------------------------ occur and be continuing: (a) the Borrower shall default in the payment of any amount required to be made under the terms of this Agreement and such failure continues unremedied for a period of two (2) Business Days after the due date set forth herein for such payment, or if the Quarterly Excess Spread Percentage no due date is less than the Required Excess Spread Percentagespecified, such failure continues for a period of 30 days after written request for such payment has been made; or (b) an Overcollateralization Shortfall exists for a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(aperiod of three (3) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreementconsecutive days; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholdersamount of Advances Outstanding shall exceed the Borrowing Base for more than three (3) Business Days; or (di) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in the Purchase Agreement, in each case when such failure continues unremedied for more than thirty (30) days after written notice thereof shall have been given by the Deal Agent or the Custodian to pay the Notes in full on the Expected Final Payment Datesuch Person; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement deemed made hereunder shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect as of the time when the same shall have been made, and such incorrect representation or warranty shall not have been eliminated or otherwise cured within a period of thirty (30) days after written notice thereof shall have been given by the Deal Agent or the Custodian to the Borrower; or (f) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (g) a Servicer Termination Event occurs; or (h) the earlier to occur of the date (i) on which the Originator does not directly own 100% of the outstanding shares of stock of the Borrower and (ii) on which the Guarantor does not directly 100% of the outstanding shares of stock of the Originator; or (i) the Borrower or the Originator defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not cured within the relevant cure period; or (j) the Deal Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in the any of the Collateral; or (i) a final judgment for the payment of money in excess of $5,000,000 (individually or in the aggregate) shall have been rendered against the Originator or $100,000 (individually or in the aggregate) against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall have failed to either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $2,000,000 or $100,000, respectively, in settlement of any litigation; or (l) the Borrower or Originator agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policies in whole or in part that could have a adverse effect upon the Loans or interest of any Secured Party, without the prior consent of the Deal Agent; or (m) on any Determination Date, the Portfolio Yield does not equal or exceed Minimum Portfolio Yield and such failure continues for a period of sixty days after the date fifteen (15) consecutive days; or (n) on which written notice of such failureany Determination Date, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes Hedge Requirements is not satisfied and not equal or exceed Minimum Portfolio Yield and such failure continues for a period of fifteen (15) consecutive days; or (o) the Rolling Three-Month Delinquency Ratio shall exceed 6.0%; or (p) the Rolling Three-Month Charged-Off Ratio shall exceed 1.5%; or (q) the Collection Ratio shall exceed 250% for any Collection Period; or (r) the Collection Ratios for three (3) of any four (4) consecutive Collection Periods shall exceed 200%; or (s) the Tangible Net Worth of the Guarantor shall not exceed $175 million; or (t) fewer than two (2) Approved Senior Managers are employed in senior management positions by, and are active in the daily management of the business of, the Guarantor or, if, as a result of which the interests deaths or disabilities of such Approved Senior Managers, fewer than one (1) Approved Senior Manager is employed in a senior management position by, and is active in the daily management of the Series [•] Noteholders business of, the Guarantor; or (u) the Borrower shall become an "investment company" within the meaning of the Investment Company Act of 1940, as amended; then, and in any such event, the Deal Agent shall, at the request, or may with the consent, of the Required Investors, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are materially hereby expressly waived by the Borrower, and adversely affected for such period; all Advances and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable, provided, however, that an Early Amortization in the -------- event that the Termination Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), subsection (f) herein has occurred, the Termination Date shall automatically occur, without demand, protest or (g)any notice of any kind, after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders all of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given which are hereby expressly waived by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeBorrower.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] 2013-1 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] 2013-1 Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] 2013-1 Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] 2013-1 Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2013-1 Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2013-1 Notes and as a result of which the interests of the Series [•] 2013-1 Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. Back to Contents In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] 2013-1 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] 2013-1 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] 2013-1 Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] 2013-1 Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] NotesInvestor Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor (i) to make any payment or deposit required to be made by it by the terms of (A) the Transfer Agreement or (B) this Series Supplement, on or before the date occurring five Business Days days after the date such payment or deposit is required to be made therein herein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements of the Transferor set forth in the Transfer AgreementAgreement or this Series Supplement, which failure has a material adverse effect on the Series [•] Noteholders 1997-1 Certificateholders (which determination shall be made without reference to the amount of the Collateral Investor Interest) and which continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series 1997-1, and continues to affect materially and adversely the interests of the Series [•] Notes; or1997-1 Certificateholders (which determination shall be made without reference to the amount of the Collateral Investor Interest) for such period; (gb) any representation or warranty made by the Transferor in the Transfer Agreement or this Series Supplement, or any information contained in an account schedule a computer file or microfiche list required to be delivered by it the Transferor pursuant to the Transfer Agreement Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder 52 the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series [•] Notes 1997-1, and (ii) as a result of which the interests of the Series [•] Noteholders 1997-1 Certificateholders are materially and adversely affected (which determination shall be made without reference to the amount of the Collateral Investor Interest) and continue to be materially and adversely affected for such period; provided, however, that an Early Amortization Event with respect to Series 1997-1 pursuant to this Section 5.01(gsubsection 9(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) the Transferor shall fail to convey Receivables arising under Additional Accounts, or Participations, to the Trust, as required by subsection 2.6(a); (d) any Servicer Default shall occur which would have a material adverse effect on the Series 1997-1 Certificateholders; (e) the Class A Invested Amount shall not be paid in full on the Class A Expected Final Payment Date or the Class B Invested Amount shall not be paid in full on the Class B Expected Final Payment Date; or (f) on any Determination Date, the Collateral Invested Amount is less than the Required Collateral Invested Amount; then, in the case of any event described in Sections 5.01(asubsection 9(a), (b) or (d) hereof, after the applicable grace period set forth in such subparagraphs, either the Trustee or Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series 1997-1 by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Certificateholders) may declare that an Early Amortization Event has occurred with respect to Series 1997-1 as of the date of such notice, and in the case of any event described in subsection 9(c), (d), e) or (e)f) hereof, an Early Amortization Event with respect to Series 1997-1 shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders Investor Certificateholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] NotesInvestor Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor (i) to make any payment or deposit required to be made by it by the terms of (A) the Transfer Agreement Agreement, (B) this Series Supplement or (C) the Certificate Purchase Agreements, on or before the date occurring five Business Days days after the date such payment or deposit is required to be made herein or therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements of Transferor set forth in the Transfer Agreement, this Series Supplement or the Certificate Purchase Agreements, which failure (in the case of this clause (ii)) has a material adverse effect on the Series [•] Noteholders Investor Holders (which determination shall be made without reference to whether any funds are available under the Cash Collateral Amount) and which continues unremedied for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Majority Series Holders, and continues to affect materially and adversely the interests of the Series [•] Notes; orInvestor Holders (which determination shall be made without reference to whether any funds are available under the Cash Collateral Amount) for such period; (gb) any representation or warranty made by Transferor in the Transfer Agreement or this Series Supplement, or any information contained in an account schedule Account Schedule required to be delivered by it Transferor pursuant to the Transfer Agreement Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Majority Series [•] Notes Holders, and (ii) as a result of which the interests of the Series [•] Noteholders Investor Holders are materially and adversely affected (which determination shall be made without reference to whether any funds are available under the Cash Collateral Account) and continue to be materially and adversely affected for such period; provided, however, provided that an Early Amortization Event pursuant to this Section 5.01(g10(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) the average of the Excess Spread Percentages for any three consecutive Monthly Periods is less than zero; (d) Transferor shall fail to convey Receivables arising under Additional Accounts, or Participations, to the Trust, as required by Section 2.8(b); provided that such failure shall not give rise to an Early Amortization Event if, prior to the date on which such conveyance was required to be completed, Transferor causes a reduction in the Invested Amount to occur, so that, after giving effect to that reduction (i) the Transferor Amount is not less than the Minimum Transferor Amount and (ii) the sum of the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance; (e) any Servicer Default shall occur; (f) the Invested Amount shall not be paid in full on the Scheduled Final Payment Date; (g) [Reserved]; (h) a Conduit Downgrade Event shall occur; (i) [Reserved]; (j) the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of WFN, which lien shall secure a liability in excess of $10,000,000 and shall not have been released within 40 days; (k) [Reserved]; or (l) a Change in Control has occurred; then, (x) in the case of any event described in Sections 5.01(a10(a), (b), (e), (h), (i), (j), (k) or (l) of this Series Supplement, after the applicable grace period set forth in such Sections, either Trustee or the Investor Holders by notice then given in writing to Transferor and Servicer (and to Trustee if given by the Investor Holders) may declare that an early amortization event (an “Early Amortization Event”) has occurred as of the date of such notice, and (y) in the case of any event described in Section 10(c), (d), (f) or (e)g) of this Series Supplement, an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders Investor Holders immediately upon the occurrence of such event. In the case of any , unless such event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given shall be waived by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeInvestor Holders.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] NotesInvestor Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor (i) to make any payment or deposit required to be made by it by the terms of (A) the Transfer Agreement or (B) this Series Supplement, on or before the date occurring five Business Days days after the date such payment or deposit is required to be made therein herein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements of the Transferor set forth in the Transfer AgreementAgreement or this Series Supplement, which failure has a material adverse effect on the Series [•] Noteholders 1997-1 Certificateholders (which determination shall be made without reference to the amount of the Collateral Investor Interest) and which continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series 1997-1, and continues to affect materially and adversely the interests of the Series [•] Notes; or1997-1 Certificateholders (which determination shall be made without reference to the amount of the Collateral Investor Interest) for such period; (gb) any representation or warranty made by the Transferor in the Transfer Agreement or this Series Supplement, or any information contained in an account schedule a computer file or microfiche list required to be delivered by it the Transferor pursuant to the Transfer Agreement Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series [•] Notes 1997-1, and (ii) as a result of which the interests of the Series [•] Noteholders 1997-1 Certificateholders are materially and adversely affected (which determination shall be made without reference to the amount of the Collateral Investor Interest) and continue to be materially and adversely affected for such period; providedPROVIDED, howeverHOWEVER, that an Early Amortization Event with respect to Series 1997-1 pursuant to this Section 5.01(gsubsection 9(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment or designation as an "Ineligible Receivable" of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement; (c) the Transferor shall fail to convey Receivables arising under Additional Accounts to the Trust, as required by subsection 2.6(a); (d) any Servicer Default shall occur which would have a material adverse effect on the Series 1997-1 Certificateholders; (e) the Class A Invested Amount shall not be paid in full on the Class A Expected Final Payment Date or the Class B Invested Amount shall not be paid in full on the Class B Expected Final Payment Date; (f) on any Transfer Agreement. In Date, the Collateral Invested Amount is less than the Required Collateral Invested Amount; (g) on any three consecutive Transfer Dates, the excess, if any, of the Required Overconcentration Account Amount over the amount on deposit in the Overconcentration Account (after giving effect to any deposit to be made to, and any withdrawal to be made from, the Overconcentration Account on such Transfer Dates) divided by the Trust Principal Component is greater than 1% for such Transfer Dates; or (h) the Portfolio Yields for any three consecutive Collection Periods are less than the average of the Base Rates for such Collection Periods; then, in the case of any event described in Sections 5.01(asubsection 9(a), (b) or (d) hereof, after the applicable grace period set forth in such subparagraphs, either the Trustee or Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series 1997-1 by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Certificateholders) may declare that an Early Amortization Event has occurred with respect to Series 1997-1 as of the date of such notice, and in the case of any event described in subsection 9(c), (de), (f), (g) or (e)h) hereof, an Early Amortization Event with respect to Series 1997-1 shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders Investor Certificateholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the The following events identified as ------------------------- shall be, without duplication, "Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] NotesEvents": (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a any failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after Transferor, the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of Managing Member, the Transfer Agreement or, if applicable, Section 2.15(c) of Originator or the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make when due any payment payment, transfer or deposit required to be made paid by it by under the terms of the Transfer this Agreement or any other Transaction Document, or to deliver any Daily Report on or before the any date occurring five Business Days after the date such payment or deposit is when required to be made therein hereunder, or (ii) failure of the Transferor duly to observe or perform in any material respect other obligation, covenant or agreement to be performed by it under this Agreement or any of its covenants or agreements set forth other Transaction Document which failure (in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which case of this clause (ii)) continues unremedied for a period of: (1) one (1) Business Day in the case of sixty any failure to deliver or cause to be delivered any Determination Date Certificate when required hereunder; (2) two (2) Business Days in the case of any failure to deliver or cause to be delivered any Weekly Report or Monthly Report when required hereunder; (3) five (5) Business Days with respect to a failure to comply with any of the covenants contained in Section 9.03(d), (e), --------------- --- (g), (h), or Section 9.04; or --- --- ------------ (4) thirty (30) days with respect to each other obligation, covenant or agreement of the Transferor contained herein, in each case after the earlier of (A) the date a Responsible Officer of the Transferor, the Managing Member, the Originator or the Servicer had actual knowledge thereof and (B) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Agent or to the Transferor and the Indenture Trustee Agent by any Noteholder of the Series [•] Notesa Purchaser; or (gb) except as otherwise provided in this Section 10.01, (i) ------------- any representation representation, warranty or warranty certification made or deemed to be made by Transferor the Transferor, the Managing Member, the Originator or the Servicer under or in the Transfer connection with this Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement other Transaction Document, shall prove to have been incorrect in any material respect when made or when delivered(ii) any other report, which continues financial statement or other information furnished by, though or on behalf of the Transferor, the Managing Member, the Originator or the Servicer or any of their Affiliates to be the Agent or to any Purchaser in connection with the Transaction Documents shall prove to have been incorrect in any material respect for a period as of sixty days after the date on which written notice it was dated or as of such failurethe date so furnished, requiring or shall prove to have contained any material misstatement of fact or to have omitted to state any fact necessary to make the same statements contained therein not materially misleading; or (c) any other default by the Transferor, the Managing Member, the Originator or the Servicer shall occur, and shall not be remedied within the applicable grace period, if any, under the Receivables Purchase Agreement, or the Receivables Purchase Agreement shall for any reason cease to be remediedin full force and effect or an Early Termination (as defined therein) shall occur; or (d) an Insolvency Event shall occur with respect to the Transferor, the Managing Member, the Originator or the Servicer (provided the Servicer is AK Steel or any Affiliate thereof); or (e) the SEC or other regulatory body reaches a final determination that the Transferor is or is controlled by an "investment company" within the meaning of the Investment Company Act; or (f) (i) any purchase of any Receivables by the Transferor under the Receivables Purchase Agreement shall not, or shall cease to, create a valid and true sale, transfer and assignment to the Transferor of all right, title and interest of the Originator in and to such Receivables and the Related Assets and the proceeds thereof; or (ii) any Transfer of any Transferred Assets on any date shall for any reason cease to create a valid transfer and assignment to the Purchasers of all right, title and interest of the Transferor in and to such Transferred Assets and the proceeds thereof or, if such Transfer does not constitute such a sale, transfer and assignment, cease to create a valid and perfected first priority "security interest" (as defined in the UCC of the jurisdiction the law of which governs the perfection of the security interest in such Transferred Assets created hereunder) in such Transferred Assets and the proceeds thereof, or (iii) the Purchaser Parties shall otherwise not, or shall cease to, have a beneficial interest in the Transferred Assets or to have a perfected first priority security interest in the Transferred Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Fractional Interests or (iv) the Purchaser Parties shall not, or shall cease to, have a perfected first priority security interest in the Collateral; or (g) a Servicer Default shall have occurred and be continuing; or (h) the Servicer shall have resigned and no replacement Servicer satisfactory to the Agent shall have been given appointed; or (i) the sum of (A) the Net Pool Balance plus (B) any amount contained in the Cash Collateral Account pursuant to Section 5.07(a)(iv) is ------------------- less than the Required Net Pool Balance for 15 consecutive days following a Required Coverage Non-compliance Date, or the Net Pool Balance is less than the Required Net Pool Balance for 45 consecutive days following a Required Coverage Non-compliance Date; or (j) the Average Default Ratio shall at any time be greater than 3.0%; or (i) Holding or AK Steel or any Subsidiary of either of them shall fail to pay any principal, interest, premium or other amounts in respect of any of its Indebtedness, or of any Indebtedness of any other Person guaranteed by it, which Indebtedness in either case has an aggregate principal amount of $10,000,000 or more, or any installment or installments of principal, interest, premium or other amounts on Indebtedness in the aggregate amount of $10,000,000 or more, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any 77 other default under any agreement or instrument relating to any such Indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to permit the holder thereof to accelerate the maturity of such Indebtedness or to require such indebtedness to be prepaid or repurchased prior to its originally scheduled maturity, or (iii) any such Indebtedness shall be declared to be due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayments), prior to the stated maturity thereof; or (l) Any judgment or order for the payment of money shall be rendered against the Transferor by or the Indenture TrusteeManaging Member, or to any judgment or order for the Transferor payment of money in excess of $5,000,000 shall be rendered against Holding, AK Steel or any Subsidiary of either of them and the Indenture Trustee either (i) enforcement proceedings shall have been commenced by any Noteholder creditor upon such judgment or order and not stayed or (ii) there shall be any period of the Series [•] Notes and as 20 consecutive days during which a result stay of which the interests enforcement of the Series [•] Noteholders are materially and adversely affected for such period; providedjudgment or order, howeverby reason of a pending appeal or otherwise, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed in effect; or (m) The warranty in Section 9.02(a) shall fail to have occurred hereunder if be true at --------------- any time; or (n) any Change of Control shall occur with respect to AK Steel,Holding, AKS Investments, Inc., the Managing Member or the Transferor; or (o) The IRS shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Transferor has accepted reassignment or the Managing Member or any of its ERISA Affiliates and such lien shall not have been released within five Business Days, or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions assets of the Transfer AgreementTransferor or the Managing Member or any of its Affiliates. In the case of any Early Amortization Event, either the Agent (unless otherwise directed by a Majority in Interest) or a Majority in Interest, by notice then given in writing to the Transferor or the Managing Member and the Servicer (and to the Agent if given by such Purchasers), may declare (provided such event shall not have been remedied) the Amortization Date to have occurred as of the date of such notice; provided, however, that, in the case of any such event -------- ------- described in Sections 5.01(a), (b), clause (d)) above, or (e), an Early the Amortization Event Date shall automatically occur without any notice or other action on the part of the Indenture Trustee or the Noteholders any Person, immediately upon the occurrence of such event. In Promptly and in any event within one (1) Business Day after the case Servicer or the Transferor or the Managing Member becomes aware of any event described in Sections 5.01(c)Early Amortization Event, (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee Servicer or the holders of Series [•] Notes evidencing more than 50% Transferor or the Managing Member shall notify the Agent of the aggregate unpaid principal amount occurrence of Series [•] Notes by notice then given such Early Amortization Event. After the Amortization Date has been declared or automatically occurred pursuant to this Section 10.01, the Agent and the Purchasers shall have, in writing ------------- addition to all rights and remedies under the Transaction Documents, all other rights and remedies provided under the Uniform Commercial Code of each applicable jurisdiction and other applicable laws (including as to the Issuer (Collateral granted pursuant to Article XVIII) all of which are cumulative and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.not exclusive. --------------

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any Each of the following events (each, shall constitute an “"Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes": (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) any of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; orfollowing shall occur: (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor or Servicer to make any payment of the principal amount of any Series 1996-2 Certificate when due, or to make any deposit required to be made by it by the terms of any Transaction Document within one Business Day after the Transfer Agreement date the deposit is required to be made, or to make any payment of any interest on the Series 1996-2 Certificates or any other payment required by the terms of any Transaction Document on or before the date occurring five three Business Days after the date such payment or deposit is required to be made therein or made; or (ii) failure on the part of Servicer to deliver a Daily Report within the time period required under Section 3.5(c) of the Transferor Pooling Agreement and continuance of such failure for five Business Days; provided that if the Servicer shall have estimated the Base Amount in the Daily Report for one or more days due to adverse circumstances beyond its control (as described in, and subject to the limitations in, such Section 3.5(c)), then the five day grace period specified in this clause (ii) shall be reduced by the number of days on which the Base Amount was estimated (or, if such number of days exceeds five, shall be reduced to zero); or (iii) failure on the part of the Servicer to deliver a Monthly Report within the time required under Section 3.5(d) of the Pooling Agreement and the applicable Supplement or PI Agreement, and continuance of such failure for three Business Days; or (iv) failure on the part of Transferor, Guarantor, Servicer or any Seller duly to observe or perform in any material respect any of its covenants covenant or agreements agreement set forth in the Transfer Agreementany Transaction Document, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty 30 days after the date on which written notice of such the failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] NotesHolder; or (gv) Guarantor gives notice of termination of the Seller Guaranty; (b) any representation or warranty made by a Seller in subsection 5.1(d), 5.1(k), 5.1(n), 5.1(o) or 5.1(r) of the Purchase Agreement or by Transferor in subsection 2.3(a)(i), 2.3(a)(ii) or 7.1(i) of the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Pooling Agreement shall prove to have been incorrect in any material respect when made or when deliveredmade, which and continues to be incorrect in any material respect for a period of sixty days five Business Days after the date on which written notice of such failurethe breach, requiring the same to be remedied, shall have been given to the Transferor by Trustee or to Transferor and Trustee by any Series 1996-2 Holder, or any other representation or warranty made by Transferor, Servicer, Guarantor or any Seller in any Transaction Document shall prove to have been incorrect in any material respect when made, and continues to be incorrect in any material respect for a period of 30 days after the Indenture date on which written notice of the breach, requiring the same to be remedied, shall have been given to Transferor by Trustee, or to the Transferor and the Indenture to Trustee by any Noteholder Series 1996-2 Holder; provided that a mistake in the representation of the Series [•] Notes and a Receivable as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such period; provided, however, that an Eligible Receivable shall not constitute an Early Amortization Event pursuant unless and until the applicable Seller has failed to this make the cash payments (if any) owed under Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment 3.1 of the related ReceivablePurchase Agreement in respect of the misrepresentation (it being understood that certain of such mistakes may result in a non-cash adjustment under the Purchase Agreement); (c) a Bankruptcy Event shall occur with respect to Transferor, Servicer, Guarantor or any Seller, or all of such ReceivablesTransferor shall become unable, if applicablefor any reason, during such period to transfer Receivables or other Transferred Assets to the Trust in accordance with the provisions of the Transfer Purchase Agreement and the Pooling Agreement. In ; provided that if, at the case time any event that would, with the passage of time, become a Bankruptcy Event occurs as a result of a bankruptcy proceeding being filed against Transferor or any Seller, then, on and after the day on which the bankruptcy proceeding is filed until the earlier to occur of the dismissal of the proceeding and the commencement of the Early Amortization Period, Transferor shall not purchase Receivables and Related Assets from the affected Seller or, if Transferor is the subject of the proceeding, transfer Receivables and Related Transferred Assets to the Trust; (d) the Trust or Transferor shall be required to be registered as an "investment company" under and within the meaning of the Investment Company Act of 1940, as amended; (e) the Net Invested Amount exceeds the Base Amount for a period of five or more consecutive Business Days; (f) a Servicer Default shall have occurred and shall not have been remedied; (g) Treasure Chest shall cease to own, directly or indirectly, 100% of the issued and outstanding capital stock of Transferor; (h) the Internal Revenue Service or the PBGC files one or more Tax or ERISA Liens against the assets of Transferor or any Seller (including Receivables); (i) the cessation of, or the failure to create, a valid first-priority perfected ownership or security interest in favor of Trustee in the Receivables (subject to Permitted Adverse Claims and Special New Jersey EPA Claims) or the rights of Transferor under the Purchase Agreement; (j) the Series 1996-2 Invested Amount is not paid in full on the Expected Final Payment Date; (k) any foreclosure or similar proceeding in respect of any event described adverse claim on any Buyer Note or the Transferor's common stock shall have been commenced; or title to any Buyer Note or Transferor's common stock shall pass to the holders of such adverse claim, it being understood that the grant of a security interest in Sections 5.01(a), (b), (d), the stock of Transferor or (e), a Buyer Note to a creditor of a Seller shall not be an Early Amortization Event Event; (l) the Transferor Net Worth shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more be less than 5018% of the aggregate unpaid principal amount Unpaid Balance of the Receivables at any time and such condition continues for five consecutive Business Days; or (m) the Intercreditor Provisions shall be amended, waived, modified or breached without the prior written consent of the Required Series Holders of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice1996-2.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the The occurrence of any of the following events (each, shall constitute an “"Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes": (a) if any representation or warranty of the Quarterly Excess Spread Percentage is less than Seller, either of the Required Excess Spread Percentage; or (b) a failure Initial Sellers, the Servicer or the Issuer made or deemed made in or in connection with any Transaction Document, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished by Transferor under the Transfer Agreement to convey Receivables Seller or the Issuer in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables connection with or pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would Transaction Document shall prove to have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment been false or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform misleading in any material respect any when so made, deemed made or furnished and such condition shall continue unremedied for a period of its covenants ten (10) Business Days after written notice thereof by the Trustee or agreements set forth after an officer of a Member obtains knowledge thereof; (i) default shall occur in the Transfer Agreementpayment of any principal, which failure has a material adverse effect on interest or fees in respect of any Note when and as the Series [•] Noteholders same shall become due and which payable, whether at the due date thereof or by acceleration thereof or otherwise and such default continues unremedied for a period of sixty days after one (1) Business Day, or (ii) a Borrowing Base Deficiency shall occur, such Borrowing Base Deficiency is greater than amounts retained in the date Collateral Account and continues uncured for three (3) consecutive Business Days, or (iii) a Borrowing Base Deficiency shall occur, such Borrowing Base Deficiency is greater than amounts retained in the Collateral Account and such condition occurred on which written notice more than four (4) Business Days during any eight (8) consecutive days; (c) default shall occur in the payment of such failureany other amount (other than an amount referred to in paragraph (b) above) due under any Transaction Document, requiring when and as the same to be remediedshall become due and payable, and such default shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect continue unremedied for a period of sixty days after ten (10) Business Days; (d) default shall occur in the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor due observance or performance by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Issuer of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this (i) Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a12(a), (b), (dh), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(cm), (fii) any covenant contained in Section 13, or (giii) Section 19(a) (other than a default in the due observance or performance by the Issuer of clause (ii) of Section l9(a), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.which default shall be governed by

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•[ ] Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor or the Issuer to make any payment or deposit required to be made by it by the terms of the Transfer Agreement Second Tier Agreement, the Indenture or this Indenture Supplement Indenture Supplement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure of the Issuer or the Transferor duly to observe or perform in any material respect any of its their respective covenants or agreements set forth in the Transfer Second Tier Agreement, the Indenture or this Indenture Supplement (excluding matters addressed by clause (i) above), which failure has a material adverse effect on the Series [•[ ] Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Issuer or the Transferor, as applicable, by the Indenture Trustee, or to the Transferor Issuer or the Transferor, as applicable, and the Indenture Trustee by any Noteholder of the Series [•[ ] Notes; or; (gb) any representation or warranty made by the Issuer or the Transferor in the Transfer Agreement Second Tier Agreement, the Indenture or this Indenture Supplement or any information contained in an account schedule required to be delivered by it pursuant to [Section 2.1 or Section 2.6(c)] of the Transfer Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failurethe same, requiring the same to be remedied, shall have been given to the Transferor Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Transferor Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [•[ ] Notes and as a result of which the interests of the Series [•[ ] Noteholders are materially and adversely affected for such period; provided, however, that an a Series [ ] Early Amortization Event pursuant to this Section 5.01(g6.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Transferred Receivable, or all of such Transferred Receivables, if applicable, during such period in accordance with the provisions of the Transfer Second Tier Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.;

Early Amortization Events. In addition to If any of the events identified as Early Amortization Events set forth in Article XII Exhibit VI hereto shall occur and be continuing, then, and in any such event, any or all of the Indenturefollowing actions may be taken by notice to the Owner, the Seller and the Servicer: (x) the Purchasers or the Agent may declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred) and (y) the Agent may declare the Commitment Termination Date to have occurred (in which case the Commitment Termination Date shall be deemed to have occurred); provided that, automatically upon the occurrence of any of the following events event (each, an “Early Amortization Event”) shall result in an early amortization event without any requirement for the Series [•] Notes: (apassage of time or the giving of notice) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables described in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or paragraph (g) of Exhibit VI, the Facility Termination Date and the Commitment Termination Date shall occur. Upon any representation such declaration or warranty made by Transferor upon any such automatic termination, and subject to any limitations on the Purchasers' and the Banks' rights and remedies in respect of the Transfer Pool Receivables under the Pooling and Servicing Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement other terms of this Agreement, the Purchasers, the Banks and the Agent shall prove 25 have, in addition to the rights and remedies which they may have been incorrect in any material under this Agreement, all other rights and remedies provided under the UCC with respect when made or when deliveredto the Receivable Interests purchased by them hereunder and under other applicable law, which continues to rights and remedies shall be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodcumulative; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) so long as any Investor Certificates shall be outstanding, the Agent, the Purchasers and the Banks shall not be deemed exercise such other rights and remedies under the UCC and other applicable law unless the Agent shall have obtained and delivered to have occurred hereunder if the Transferor has accepted reassignment Trustee an Opinion of Counsel to the related Receivable, or all effect that the exercise of such Receivables, if applicable, during such period in accordance with rights and remedies shall not materially and adversely affect the provisions interests of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeInvestor Certificates.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series 20[_]-[•_] NotesNotes without any notice or other action on the part of the Indenture Trustee or the applicable Noteholders, unless otherwise specified: (ai) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (bii) a failure by if (x) the Transferor under fails to add additional Trust Assets to the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after Trust or (y) the day on which it Invested Amount of an existing Collateral Certificate is not increased when either action is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c2.13(a) of the Transfer Agreement; or (ciii) if any Servicer Default occurs which would have a material adverse effect on the Series 20[_]-[•_] Noteholders; or (div) the failure to pay breach of other covenants, representations and warranties by TRS, the Notes in full Transferor or the Issuer under this Indenture Supplement or any other Transaction Document that has a material adverse effect on the Expected Final Payment DateSeries 20[_]-[_] Noteholders and continues unremedied for a period of 60 days after written notice of such failure is given to TRS or the Transferor by the Indenture Trustee or to the Transferor and the Indenture Trustee by any Series 20[_]-[_] Noteholder; or (ev) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor to make any payment payment, transfer or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodtherein; provided, however, that any such failure caused by a nonwillful act of the Transferor shall not constitute an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all promptly remedies such failure within five (5) Business Days after receiving notice of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), failure or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence otherwise becoming aware of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticefailure.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during the Series [•] NotesRevolving Period: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor or the Servicer to make any payment or deposit required to be made by it by under this Agreement or the terms of the Transfer Contribution and Sale Agreement on or before the date occurring five three Business Days after the date such payment or deposit is required to be made therein or made; (iib) failure on the part of the Transferor or the Servicer to duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor or the Servicer set forth in this Agreement or the Transfer Contribution and Sale Agreement, which failure has a material adverse effect on materially and adversely affects the Series [•] rights of the Class A Noteholders and which continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Transferor or the Servicer (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Transferor (as the case may be) and the Owner Trustee and the Indenture Trustee by the Holders of Class A Notes evidencing not less than 25% of the Outstanding Amount of the Class A Notes; (c) any representation or warranty made by MCC in the Contribution and Sale Agreement or by the Transferor or the Servicer in this Agreement or any information in the Receivables Schedule (x) shall prove to be incorrect in any material respect when made or when delivered, (y) which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to (A) MCC, the Transferor or the Servicer (as the case may be) by the Owner Trustee or the Indenture TrusteeTrustee or (B) MCC, or to the Transferor or the Servicer (as the case may be) and the Owner Trustee and the Indenture Trustee by any Noteholder Holders of Class A Notes evidencing not less than 25% of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Outstanding Amount of the Series [•] Class A Notes and (z) as a result of which the interests interest of the Series [•] Class A Noteholders are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder occur pursuant to this subparagraph (c) if MCC, the Transferor has accepted reassignment or the Servicer (as the case may be) shall have acquired the relevant Receivable pursuant to Section 6.02(a)(i) of the Contribution and Sale Agreement or Section 3.02 or 4.07 (as applicable) by depositing the related Receivable, or all of such Receivables, if applicable, during such period Acquisition Amount in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), Collection Account pursuant to Section 5.03; (d), or (e), ) an Early Amortization Insolvency Event shall occur without any notice or other action on the part of the Indenture Trustee with respect to MCC or the Noteholders immediately upon Transferor; (e) the occurrence Transferor or the Trust shall become subject to registration as an "investment company" under the Investment Company Act of such event. In the case of any event described in Sections 5.01(c)1940, as amended; (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either Pool Balance shall be less than the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid outstanding principal amount of Series the Notes for any three consecutive Distribution Dates; (g) a Servicer Termination Event shall occur; (h) the amount on deposit in the Reserve Account shall be less than the Specified Reserve Account Balance for any [•three] consecutive Distribution Dates; or (i) an Event of Default shall have occurred and be continuing and the Notes by notice then given in writing to shall be declared immediately due and payable; (j) the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as average of the date Trust Yields for any three consecutive Collection Periods is less than the average of the Base Rates for such noticeperiod; or (k) the Cumulative Net Loss Ratio shall exceed [__]%.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes2013-1 Notes without any notice or other action on the part of the Indenture Trustee or the applicable Noteholders, unless otherwise specified: (ai) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (bii) a failure by if (x) the Transferor under fails to add additional Trust Assets to the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after Trust or (y) the day on which it Invested Amount of an existing Collateral Certificate is not increased when either action is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c2.13(a) of the Transfer Agreement; or (ciii) if any Servicer Default occurs which would have a material adverse effect on the Series [•] 2013-1 Noteholders; or (div) the failure to pay breach of other covenants, representations and warranties by TRS, the Notes in full Transferor or the Issuer under this Indenture Supplement or any other Transaction Document that has a material adverse effect on the Expected Final Payment DateSeries 2013-1 Noteholders and continues unremedied for a period of 60 days after written notice of such failure is given to TRS or the Transferor by the Indenture Trustee or to the Transferor and the Indenture Trustee by any Series 2013-1 Noteholder; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (iv) failure on the part of the Transferor to make any payment payment, transfer or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodtherein; provided, however, that any such failure caused by a nonwillful act of the Transferor shall not constitute an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all promptly remedies such failure within five (5) Business Days after receiving notice of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), failure or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence otherwise becoming aware of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticefailure.

Early Amortization Events. In addition to (a) If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement (after any grace periods or consents applicable thereto) or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or the Accumulation Period with respect to the Series [•] Notes1996-1 Certificates: (i) failure on the part of the Transferor or TRS (a) to make any payment or deposit on the date required under the Agreement, this Series Supplement or the Receivable Purchase Agreement, as applicable (or within the applicable grace period which will not exceed five Business Days), (b) duly to observe or perform in any material respect the covenant of the Transferor not to sell, pledge, assign or transfer to any person, or grant any unpermitted lien on, any Receivable, or (c) duly to observe or perform in any material respect any other covenants or agreements of the Transferor in the Agreement or, to the extent assigned to the Trust, in the Receivable Purchase Agreement, which in the case of subclause (c) hereof, continues unremedied for a period of 60 days after written notice to the Transferor or TRS, as applicable, and continues to affect materially and adversely the interests of the Certificateholders for such period; provided, however, that an Early Amortization Event described in clause (b) or (c) shall not be deemed to occur if the Quarterly Excess Spread Percentage Transferor has accepted the transfer of the related Receivable during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days) in accordance with the provisions of the Agreement; (ii) any representation or warranty made by the Transferor in the Agreement or this Series Supplement or any representation or warranty made by TRS in the Receivable Purchase Agreement or any information required to be given by the Transferor or the Servicer to the Trustee to identify the Designated Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice to the Transferor or the Servicer, as applicable, and as a result of which the interests of the Certificateholders are materially and adversely affected and which continues to materially and adversely affect the interests of the Certificateholders for such period; provided, however, that an Early Amortization Event described in this clause (ii) shall not be deemed to occur if the Transferor has accepted the transfer of the related Receivable or all such Receivables, if applicable, during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days) in accordance with the provisions of the Agreement; (iii) there will have been three consecutive Distribution Dates on which the Class B Invested Amount is less than the Required Excess Spread Percentage; orInitial Class B Invested Amount; (biv) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; orCertificateholders; (dv) in the event the commercial paper rating or certificate of deposit rating of the Investment Provider, if any, by the applicable Rating Agency is below A-1+ or P-1, as the case may be, the failure by the Servicer either to obtain a Substitute Guaranteed Rate Agreement, to pledge securities in accordance with the terms hereof or to establish another arrangement satisfactory to the applicable Rating Agency by the later of (a) the date which is 60 days prior to the beginning of the Accumulation Period and (b) the day which is 60 days after any decline below A-1+ or P-1; (vi) the failure to pay by the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor Investment Provider, if any, to make any payment or deposit required to be made by it by the terms of the Transfer Guaranteed Rate Agreement or a Substitute Guaranteed Rate Agreement, as the case may be, on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notesdue; or (gvii) on any representation or warranty made by Transferor in Determination Date, the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Class B Invested Amount as of the Series [•] Notes and as a result of which the interests last day of the Series [•] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment prior Due Period is less than 2% of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions Class A Invested Amount as of the Transfer Agreement. In last day of the prior Due Period; then, in the case of any event described in Sections 5.01(aclause (i), (b), (d), ii) or (eiv), an Early Amortization Event shall occur will be deemed to have occurred with respect to the Series 1996-1 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or certificateholders of such Series evidencing undivided interests aggregating more than 50% of the invested amount of such Series, by written notice to the Transferor and the Servicer (and to the Trustee, if given by such certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice; and then, in the case of any event described in Section 9.1 of the Agreement, an Early Amortization Event with respect to all Series, and in the case of any event described in clause (iii), (v), (vi) or (vii), an Early Amortization Event with respect to only the Series 1996-1 Certificates, will be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Noteholders Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event. . (b) In the case of any event described in Sections 5.01(c), (fthe first sentence of Section 9.1(a) or (g), after of the applicable grace periodAgreement, if anyafter 90 days from the Publication Date, set forth the Trustee shall not have received written instructions of (i) Certificateholders representing Undivided Interests aggregating in such subparagraphs, either excess of 50% of each of the Indenture Trustee Class A Invested Amount and the Class B Invested Amount (other than any holder who is the subject of the bankruptcy or the insolvency which resulted in an Early Amortization Event) and (ii) holders representing Undivided Interests aggregating in excess of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount Transferor Interest (other than any holder who is the subject of Series [•] Notes by notice then given the bankruptcy or insolvency which resulted in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect Event), to the Series [•] Notes effect that the Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth in the Agreement, the Trustee shall instruct the Servicer to proceed to sell, dispose of or otherwise liquidate the Receivables as provided in the third sentence of Section 9.1(a) of the date of such noticeAgreement.

Early Amortization Events. (a) In addition to the events identified as Early Amortization Events in Article XII Section 11.01 of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall will result in an early amortization event for the Series [•] WachoviaSeries Notes: (ai) if the Quarterly average Excess Spread Percentage for any three consecutive Monthly Periods is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (iii) failure on the part of the Transferor (i) to make any payment or deposit required to be made by it the Transferor by the terms of the Transfer Agreement and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor set forth in the Transfer and Servicing Agreement, the Indenture or this Indenture Supplement, which failure has a material adverse effect on the Series [•] WachoviaSeries Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Holder of the Series [•] NotesNotes and continues to materially and adversely affect the interests of the noteholders during such 60-day period; or (giii) any representation or warranty made by the Transferor in the Transfer Agreement and Servicing Agreement, the Indenture or this Indenture Supplement, or any information contained in an account schedule a computer file required to be delivered by it the Transferor pursuant to Section 2.01 or subsection 2.10(c) of the Transfer and Servicing Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Holder of the Series [•] Notes and as a result of which the interests of the Series [•] WachoviaSeries Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(gsubsection 4.01(a)(v) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement. In the case of any event described in Sections 5.01(a), . (b)) In addition, (d), or (e), an the Terms Document for any Tranche of WachoviaSeries Notes may list additional events which are “Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred Events” with respect to the Series [•] Notes as such Tranche of the date of such noticeWachoviaSeries Notes.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events shall occur (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes:): (a) if all of the Quarterly Excess Spread Percentage is less than Sellers or Cofina shall become unable for any reason to transfer Receivables to the Required Excess Spread Percentage; or Issuer in accordance with the provisions of the Purchase Agreement or the Purchase and Contribution Agreement and such inability shall continue for three (b3) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement orIssuer has knowledge thereof or should, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreementexercise of reasonable diligence, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days have acquired knowledge of, or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Issuer by the Indenture Trustee, any Enhancement Provider, the Servicer or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] NotesNoteholder; or (gb) any representation or warranty made by Transferor in failure on the Transfer Agreement part of the Issuer or any information contained in an account schedule Seller (i) to make any payment or deposit required by the terms of this Indenture, any Series Supplement, or any other Transaction Document, on or before the date one (1) Business Day after the date on which such payment or deposit is required to be delivered made herein or therein (or, in the case of a deposit to be made with respect to any Settlement Period, by it pursuant the related Settlement Date), or (ii) duly to the Transfer Agreement shall prove to have been incorrect observe or perform in any material respect when made any other covenants or when deliveredagreements of the Issuer or any Seller, as the case may be, set forth in this Indenture, any Series Supplement or any other Transaction Document which failure, solely in the case of this clause (ii), continues to be incorrect in any material respect unremedied for a period of sixty days ten (10) Business Days after the Issuer has knowledge thereof or should, in the exercise of reasonable diligence, have acquired knowledge thereof, or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Issuer or any Seller, as the case may be, by the Indenture Trustee, any Enhancement Provider, the Servicer or to any Noteholder; provided, however, that if the Transferor failure in (b)(ii) is capable of being cured and the Indenture Trustee Issuer or the applicable Seller is using all reasonable efforts to cure such failure, an Early Amortization Event shall not be deemed to have occurred until such failure continues unremedied for a period of thirty (30) days; (c) any representation or warranty made by the Issuer or any Noteholder of Seller in this Indenture, any Series Supplement or any other Transaction Document or any information delivered by the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodIssuer or any Seller pursuant thereto shall prove to have been false or incorrect in any material respect when made or when delivered; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g10.1(d) shall not be deemed to have occurred hereunder if such Early Amortization Event is the Transferor result of a breach of a representation, warranty, statement or certificate with respect to any Receivable, and the applicable Seller or the Servicer has accepted reassignment deposited into the Collection Account the full Deemed Collection with respect thereto; (d) any Servicer Default shall occur; (e) the imposition of (i) any tax or ERISA liens against the Issuer, (ii) any tax liens against any Seller and (iii) ERISA liens against any Seller unless, in the case of either (ii) or (iii), such lien would not have a Material Adverse Effect and has been released within thirty (30) days of the related Receivableearlier of (a) the date the applicable Seller has knowledge of or should, in the exercise of reasonable diligence, have acquired knowledge of the imposition of such lien or (b) the date on which the applicable Seller receives notice of the imposition of such lien; (f) an Event of Default shall occur; (g) the Servicer shall become unable for any reason to transfer the Collections on, or all of such Receivablesother proceeds of, if applicable, during such period Receivables to the Issuer in accordance with the provisions of the Transfer Agreement. In the case of Transaction Documents and such inability continues unremedied for more than two (2) Business Days; (h) any other event described shall occur which may be specified in Sections 5.01(a), (b), (d), or (e), an any Series Supplement as a “Series Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.Event”;

Early Amortization Events. In addition to (a) If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement (after any grace periods or consents applicable thereto) or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or the Accumulation Period with respect to the Series [•] Notes1996-2 Certificates: (i) failure on the part of the Transferor or TRS (a) to make any payment or deposit on the date required under the Agreement, this Series Supplement or the Receivable Purchase Agreement, as applicable (or within the applicable grace period which will not exceed five Business Days), (b) duly to observe or perform in any material respect the covenant of the Transferor not to sell, pledge, assign or transfer to any person, or grant any unpermitted lien on, any Receivable, or (c) duly to observe or perform in any material respect any other covenants or agreements of the Transferor in the Agreement or, to the extent assigned to the Trust, in the Receivable Purchase Agreement, which in the case of subclause (c) hereof, continues unremedied for a period of 60 days after written notice to the Transferor or TRS, as applicable, and continues to affect materially and adversely the interests of the Certificateholders for such period; provided, however, that an Early Amortization Event described in clause (b) or (c) shall not be deemed to occur if the Quarterly Excess Spread Percentage Transferor has accepted the transfer of the related Receivable during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days) in accordance with the provisions of the Agreement; (ii) any representation or warranty made by the Transferor in the Agreement or this Series Supplement or any representation or warranty made by TRS in the Receivable Purchase Agreement or any information required to be given by the Transferor or the Servicer to the Trustee to identify the Designated Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice to the Transferor or the Servicer, as applicable, and as a result of which the interests of the Certificateholders are materially and adversely affected and which continues to materially and adversely affect the interests of the Certificateholders for such period; provided, however, that an Early Amortization Event described in this clause (ii) shall not be deemed to occur if the Transferor has accepted the transfer of the related Receivable or all such Receivables, if applicable, during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days) in accordance with the provisions of the Agreement; (iii) there will have been three consecutive Distribution Dates on which the Class B Invested Amount is less than the Required Excess Spread Percentage; orInitial Class B Invested Amount; (biv) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] NoteholdersCertificateholders; or (dv) on any Determination Date, the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration Class B Invested Amount as of the Series [•] Notes pursuant to Article VII last day of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms prior Due Period is less than 2% of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure Class A Invested Amount as of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder last day of the Series [•] Notesprior Due Period; or (g) any representation or warranty made by Transferor then, in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(aclause (i), (b), (d), ii) or (eiv), an Early Amortization Event shall occur will be deemed to have occurred with respect to the Series 1996-2 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or certificateholders of such Series evidencing undivided interests aggregating more than 50% of the invested amount of such Series, by written notice to the Transferor and the Servicer (and to the Trustee, if given by such certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice; and then, in the case of any event described in Section 9.1 of the Agreement, an Early Amortization Event with respect to all Series, and in the case of any event described in clause (iii) or (v), an Early Amortization Event with respect to only the Series 1996-2 Certificates, will be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Noteholders Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event. . (b) In the case of any event described in Sections 5.01(c), (fthe first sentence of Section 9.1(a) or (g), after of the applicable grace periodAgreement, if anyafter 90 days from the Publication Date, set forth the Trustee shall not have received written instructions of (i) Certificateholders representing Undivided Interests aggregating in such subparagraphs, either excess of 50% of each of the Indenture Trustee Class A Invested Amount and the Class B Invested Amount (other than any holder who is the subject of the bankruptcy or the insolvency which resulted in an Early Amortization Event) and (ii) holders representing Undivided Interest aggregating in excess of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount Transferor Interest (other than any holder who is the subject of Series [•] Notes by notice then given the bankruptcy or insolvency which resulted in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect Event), to the Series [•] Notes effect that the Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth in the Agreement, the Trustee shall instruct the Servicer to proceed to sell, dispose of or otherwise liquidate the Receivables as provided in the third sentence of Section 9.1(a) of the date of such noticeAgreement.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] 2012-2 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] 2012-2 Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] 2012-2 Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] 2012-2 Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2012-2 Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2012-2 Notes and as a result of which the interests of the Series [•] 2012-2 Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. Back to Contents In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] 2012-2 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] 2012-2 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] 2012-2 Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] 2012-2 Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any each of the following events (each, will also be an “Early Amortization Event”) shall result in an early amortization event for Event with respect to the Series [•] 2005-1 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i1) failure on the part of Transferor the Transferor, the Servicer or the Originator, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment and any other required payments to be made by it the Excess Funding Account) required by the terms of the Transfer and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring five two Business Days after the date such payment or deposit is required to be made therein therein, or (ii) failure with respect to any Series, to deliver a Payment Date Statement within five Business Days of the Transferor duly day such item is due to be delivered under the Transfer and Servicing Agreement, or (iii) to comply with its agreement not to create any Lien on a Receivable, or (iv) to observe or perform in any material respect any of its other covenants or agreements set forth in the Transfer and Servicing Agreement or the Receivables Purchase Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this clause (iv) continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; orEnhancement Provider; (g2) any representation or warranty made by the Originator in the Receivables Purchase Agreement or by the Transferor in the Transfer and Servicing Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Transferor pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the Transfer Agreement and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor Trustee and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders are materially and adversely affected for such throughout the 60 day period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor has accepted reassignment of repurchased the related Receivable, Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement; (3) the occurrence of an Insolvency Event relating to CNH Global N.V., CNH America LLC, the Transferor or the Originator; (4) a failure by the Transferor to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Transfer and Servicing Agreement; (5) on any Payment Date, the Series 2005-1 Available Subordinated Amount for such Payment Date is reduced to an amount less than the Series 2005-1 Required Subordinated Amount (as calculated without giving effect to any reductions or reinstatements, except for reductions due to deposits to the Principal Funding Account) on that Payment Date after giving effect to the distributions to be made on such Payment Date; provided, that, for the purpose of determining whether an Early Amortization Event has occurred pursuant to this clause (5), any reduction of the Series 2005-1 Available Subordinated Amount resulting from reallocations of the Series 2005-1 Available Principal Amounts to pay interest on the Series 2005-1 Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Amortization Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date; (6) any Servicer Default occurs; (7) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 14.00%; (8) the Outstanding Dollar Principal Amount is not repaid by the Scheduled Final Payment Date; (9) the Transferor or the Issuer becomes an “investment company” within the meaning of the Investment Company Act; (10) the occurrence of an Event of Default; and (11) the balance in the Excess Funding Account is greater than 30.00% of the Adjusted Pool Balance for any three consecutive Collection Periods. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in Sections 5.01(aclause (1), (2) or (6) above, a Series 2005-1 Early Amortization Event will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 2005-1 Noteholders holding Series 2005-1 Notes evidencing more than 50% of the Outstanding Dollar Principal Amount by written notice to the Transferor, the Servicer, the Owner Trustee and the Indenture Trustee, if given by Series 2005-1 Noteholders, declare that a Series 2005-1 Early Amortization Event has occurred as of the date of that notice. In the case of any Early Amortization Event described in Section 12.01(a) or (b) of the Indenture or any event described in clause (3), (d4), (5), (7), (8), (9), (10) or (e)11) above, an a Series 2005-1 Early Amortization Event shall occur be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series 2005-1 Noteholders immediately upon the occurrence of such event. In Notwithstanding the case of any event foregoing in this Section 4.01, if (x) an Early Amortization Period results from the failure by the Transferor to convey Receivables in Additional Accounts to the Issuer, as described in Sections 5.01(c)clause (4) above during the Revolving Period, (fy) no other Early Amortization Event that has not been cured or waived in accordance with the Indenture has occurred, and (g)z) with evidence that the Rating Agency Condition has been satisfied with respect thereto, after then the applicable grace periodEarly Amortization Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Transferor would no longer be required to convey Receivables in Additional Accounts to the Issuer; provided, that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if anyan Early Amortization Event (other than the Early Amortization Event specified in clause (3) above and any of the Early Amortization Events specified in Section 12.01(a) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, set forth in such subparagraphs, either the Indenture Trustee or shall request from S&P a confirmation that the holders of Rating Agency Condition has been satisfied with respect to such recommencement. If the Indenture Trustee receives such confirmation and the Series [•] Notes 2005-1 Noteholders evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing Outstanding Dollar Principal Amount consent to the Issuer (recommencement of the Revolving Period, the related Early Amortization Period shall terminate and to the Indenture Trustee if given by the Series [•] Noteholders) may declare Revolving Period shall recommence; provided that an no other Early Amortization Event that has occurred with respect to the Series [•] Notes as of the date of such noticenot been cured or waived has occurred.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or the Accumulation Period with respect to the Series [•] Notes1997-2 Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor (x) to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein made; or (iiy) failure of the Transferor duly to observe or perform in any material 57 61 respect any of its other covenants or agreements of the Transferor set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which Agreement that continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 1997-2 Certificates evidencing not less than 25% of the Invested Amount, and as a result of which the interests of the Series [•] Notes; or1997-2 Certificateholders are materially and adversely affected; (gb) any representation or warranty made by the Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which that continues to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 1997-2 Certificates evidencing not less than 50% of the Series [•] Notes Invested Amount, and as a result of which the interests of the Series [•] Noteholders 1997-2 Certificateholders are materially and adversely affected for such periodaffected; provided, however, that if the representation or warranty which was breached relates to any particular Receivable or group of Receivables, an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has shall have accepted reassignment of the related such Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed a total of 90 days as the Trustee may specify) in accordance with the provisions hereof; (c) the Transferor or Circuit City shall consent to the appointment of a trustee, conservator, receiver, liquidator, custodian or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, receivership, conservatorship or similar proceedings of or relating to the Transferor or Circuit City or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver, liquidator, custodian or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, receivership, conservatorship or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or Circuit City and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; either the Transferor or Circuit City shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency, receivership, conservatorship or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; an involuntary proceeding shall be commenced or an involuntary petition shall be filed with respect to the Transferor or Circuit City in a court of competent jurisdiction seeking to take advantage of any applicable bankruptcy, insolvency, receivership, conservatorship or reorganization statute and such proceeding or petition shall continue undismissed for 60 days; or the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of the Transfer Agreement. In ; (d) any Servicer Default shall occur that would have a material adverse effect on the Series 1997-2 Certificates; (e) the Transferor shall fail to designate Supplemental Accounts or cause the Trust to repurchase Investor Certificates in an amount and within the time period required by Section 2.6(a) of the Agreement; or (f) the average of the Portfolio Yields for any three consecutive Collection Periods shall be less than the average of the Base Rates for such period plus 2.00%; (g) the Class A Invested Amount shall not be paid in full on the Class A Expected Final Distribution Date or the Class B Invested Amount shall not be paid in full on the Class B Expected Final Distribution Date; or (h) the Retained Percentage shall be equal to or less than 2.00% as of the last day of any Collection Period; then, in the case of any event described in Sections 5.01(aclause (a), (b), ) or (d), or (e), an Early Amortization Event shall occur will be deemed to have occurred with respect to the Series 1997-2 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or Series 1997-2 Certificateholders evidencing more than 50% of the Invested Amount of such Series, by written notice to the Transferor and the Servicer (and to the Trustee, if given by such Certificateholders) declare that an Early Amortization Event has occurred as of the date of such notice, and, in the case of any event described in Section 9.1 of the Agreement an Early Amortization Event with respect to all Series, and in the case of any event described in clause (c), (e), (f), (g), or (h), an Early Amortization Event with respect to only the Series 1997-2 Certificates, will be deemed to have occurred without any notice 59 63 or other action on the part of the Indenture Trustee or the Noteholders Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notesoccur: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor the Seller to Transfer Account Assets arising under the Transfer Agreement to convey Receivables in Additional Accounts to the Custodian within five Business Days after the day on which it is required to convey Transfer such Receivables Account Assets pursuant to this Agreement or a failure of the Seller to deliver duly executed Assignments within two Business Days after the day on which it is required to do so under this Agreement; provided, however, that an Early Amortization Event occurring under this Section 9.01(a) shall be deemed no longer to exist at the end of the first Collection Period with respect to which Account Assets would no longer be required to be transferred to the Custodian pursuant to Section 2.11(a2.05(a) to the extent contemplated by clause (c) of the Transfer Agreement ordefinition of Early Amortization Period; (b) any of CCL, if applicablethe Seller or the Servicer ceases to carry on its businesses or commits any act of bankruptcy, Section 2.15(c) including the filing, by or against any of them, of notice of intention to make any proposal for the Transfer Agreementbenefit of some or all of its creditors under applicable bankruptcy or insolvency law, filing an assignment in bankruptcy in respect of itself, or procuring a judgment or order ordering a reorganization, arrangement or composition of or with respect to any of its debts or obligations; oror any of CCL, the Seller or the Servicer shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property (whether or not pursuant to a court order); or any of CCL, the Seller or the Servicer shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; (c) if a petition in bankruptcy shall have been filed against CCL, the Seller or the Servicer which is not being disputed or any receiving order or interim receiving order shall have been made under any bankruptcy or insolvency laws; or a final order by a court having jurisdiction in the premises shall have been made relating to reorganization, arrangement, adjustment or composition of CCL, the Seller or the Servicer Default occurs which would under any such law; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of CCL, the Seller or the Servicer or of any substantial part of the property of any of them, or for the winding up or liquidation of the affairs of any of them, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a material adverse effect on the Series [•] Noteholders; orperiod of 120 days; (d) either CFC or Chrysler ceases to carry on its businesses or commits any act of bankruptcy, including filing or presenting a bankruptcy or similar petition in respect of itself, or procuring a judgment or order ordering a reorganization, arrangement or composition of or with respect to any of its debts or obligations; or either CFC or Chrysler shall appoint, or consent to the failure appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or either CFC or Chrysler shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay the Notes in full on the Expected Final Payment Date; orits debts generally as they become due; (e) any order for relief against either CFC or Chrysler shall have been entered by a court having jurisdiction in the occurrence of an Event of Default and acceleration premises under any chapter of the Series [•] Notes pursuant to Article VII United States Federal bankruptcy laws or any other applicable bankruptcy or insolvency laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the Indenturepremises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of CFC or Chrysler under any other similar applicable United States Federal law, and such decree or order shall have continued undischarged or unstayed for period of 120 days; oror a decree or order of a court having jurisdiction in the premises for the appoint ment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of either CFC or Chrysler or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; (f) (i) failure on the part of Transferor the Seller or the Servicer, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required to be made by it by the terms of the Transfer this Agreement on or before the date occurring five two Business Days after the date such payment or deposit is required to be made therein herein, or (ii) failure with respect to any Series, to deliver a Distribution Date Statement within five Business Days after the day such item is due to be delivered under this Agreement, or (iii) duly to observe or perform in any material respect the covenant of the Transferor Seller set forth in Sec tion 2.06(a) or (iv) duly to observe or perform in any material respect any of its other covenants or agreements of the Seller or the Servicer, as the case may be, set forth in the Transfer this Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this clause (iv) continues unremedied for a period of sixty 45 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, Custodian or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] NotesEnhancement Provider; or (g) any representation or warranty made by Transferor the Seller in the Transfer this Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Seller pursuant to the Transfer Agreement Section 2.01, 2.05, 2.07 or 2.08, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, or to the Transferor Custodian and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders Holders of the Investor Master Custodial Certificates are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor Seller has accepted reassignment of repurchased the related Receivable, Account Assets or all of such ReceivablesAccount Assets, if applicable, during such period in accordance with the provisions of this Agreement; then, subject to applicable law, and after the Transfer Agreement. In the case of any event described in Sections 5.01(a)applicable grace period, (b), (d), or (e)if any, an amortization event (an "Early Amortization Event Event") shall occur without any notice or other action on the part of the Indenture Trustee Custodian, any Agent, the Master Custodial Certificateholders or the Noteholders any Enhancement Provider, immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII SECTION 12.01 of the Indenture, the occurrence of any each of the following events (each, will also be an “Early Amortization Event”) shall result in an early amortization event for Event with respect to the Series [•] 2003-1 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i1) failure on the part of Transferor the Transferor, the Servicer or an Originator, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment and any other required payments to be made by it the Excess Funding Account) required by the terms of the Transfer and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring five two Business 25 SERIES 2003-1 INDENTURE SUPPLEMENT Days after the date such payment or deposit is required to be made therein therein, or (ii) failure with respect to any Series, to deliver a Payment Date Statement within five Business Days of the Transferor day such item is due to be delivered under the Transfer and Servicing Agreement, or (iii) to comply with its agreement not to create any lien on a Receivable, or (iv) duly to observe or perform in any material respect any of its other covenants or agreements set forth in the Transfer and Servicing Agreement or the Receivables Purchase Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this CLAUSE (iv) continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; orEnhancement Provider; (g2) any representation or warranty made by an Originator in the Receivables Purchase Agreement or by the Transferor in the Transfer and Servicing Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Transferor pursuant to SECTION 2.01, 2.05, 2.07 or 2.08 of the Transfer Agreement and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor Trustee and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders are materially and adversely affected for such throughout the 60 day period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor has accepted reassignment of repurchased the related Receivable, Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement. In the case of any event described in Sections 5.01(a), ; (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon 3) the occurrence of such event. In an Insolvency Event relating to CNH Global N.V., Case, LLC or New Holland North America, Inc.; (4) a failure by the case of any event described Transferor to convey Receivables in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing Additional Accounts to the Issuer (and within five Business Days after the day on which it is required to convey such Receivables pursuant to the Indenture Trustee if given by Transfer and Servicing Agreement; (5) on any Payment Date, the Series [•] Noteholders) may declare that Available Subordinated Amount for such Payment Date is reduced to an Early Amortization Event has occurred with respect amount less than the Required Subordinated Amount (as calculated without giving effect to any reductions or reinstatements, except for reductions due to deposits to the Series [•] Notes as of Principal Funding Account) on that Payment Date after giving effect to the date of distributions to be made on such notice.Payment Date;

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII SECTION 12.01 of the Indenture, the occurrence of any each of the following events (each, will also be an “Early Amortization Event”) shall result in an early amortization event for Event with respect to the Series [•] 2003-2 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i1) failure on the part of Transferor the Transferor, the Servicer or an Originator, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment and any other required payments to be made by it the Excess Funding Account) required by the terms of the Transfer and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring five two Business 25 SERIES 2003-2 INDENTURE SUPPLEMENT Days after the date such payment or deposit is required to be made therein therein, or (ii) failure with respect to any Series, to deliver a Payment Date Statement within five Business Days of the Transferor day such item is due to be delivered under the Transfer and Servicing Agreement, or (iii) to comply with its agreement not to create any lien on a Receivable, or (iv) duly to observe or perform in any material respect any of its other covenants or agreements set forth in the Transfer and Servicing Agreement or the Receivables Purchase Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this CLAUSE (iv) continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; orEnhancement Provider; (g2) any representation or warranty made by an Originator in the Receivables Purchase Agreement or by the Transferor in the Transfer and Servicing Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Transferor pursuant to SECTION 2.01, 2.05, 2.07 or 2.08 of the Transfer Agreement and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor Trustee and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders are materially and adversely affected for such throughout the 60 day period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor has accepted reassignment of repurchased the related Receivable, Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement. In the case of any event described in Sections 5.01(a), ; (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon 3) the occurrence of such event. In an Insolvency Event relating to CNH Global N.V., Case, LLC or New Holland North America, Inc.; (4) a failure by the case of any event described Transferor to convey Receivables in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing Additional Accounts to the Issuer (and within five Business Days after the day on which it is required to convey such Receivables pursuant to the Indenture Trustee if given by Transfer and Servicing Agreement; (5) on any Payment Date, the Series [•] Noteholders) may declare that Available Subordinated Amount for such Payment Date is reduced to an Early Amortization Event has occurred with respect amount less than the Required Subordinated Amount (as calculated without giving effect to any reductions or reinstatements, except for reductions due to deposits to the Series [•] Notes as of Principal Funding Account) on that Payment Date after giving effect to the date of distributions to be made on such notice.Payment Date;

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•201[ ]-[ ] Notes: (ai) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (bii) a failure by if (x) the Transferor under fails to add additional Trust Assets to the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after Trust or (y) the day on which it Invested Amount of an existing Collateral Certificate is not increased when either action is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c2.13(a) of the Transfer Agreement; or (ciii) if any Servicer Default occurs which would have a material adverse effect on the Series [•201[ ]-[ ] Noteholders; or (div) the failure to pay breach of other covenants, representations and warranties by TRS, the Notes in full Transferor or the Issuer under this Indenture Supplement or any other Transaction Document that has a material adverse effect on the Expected Final Payment DateSeries 201[ ]-[ ] Noteholders and continues unremedied for a period of 60 days after written notice of such failure is given to TRS or the Transferor by the Indenture Trustee or to the Transferor and the Indenture Trustee by any Series 201[ ]-[ ] Noteholder; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (iv) failure on the part of the Transferor to make any payment payment, transfer or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodtherein; provided, however, that any such failure caused by a nonwillful act of the Transferor shall not constitute an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all promptly remedies such failure within five (5) Business Days after receiving notice of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), failure or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence otherwise becoming aware of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticefailure.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of Section 6.1 Series 2000-1 Pay Out Events. If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] Notes2000-1 Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor the Seller (i) to make any payment or deposit required to be made by it the Seller by the terms of (A) the Transfer Agreement or (B) this Supplement, on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein, (ii) failure of to perform in all material respects the Transferor Seller's covenant not to sell, pledge, assign, or transfer to any person, or grant any unpermitted lien on, any Receivable; or (iii) duly to observe or perform in any material respect any of its covenants or agreements of the Seller set forth in the Transfer AgreementAgreement or this Supplement, which failure has a material adverse effect on the Series [•] Noteholders 2000-1 Certificateholders and which continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, or to the Transferor Seller and the Indenture Trustee by any Noteholder Holder of the Series [•] Notes; or2000- 1 Certificates; (gb) any representation or warranty made by Transferor the Seller in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement this Supplement (i) shall prove to have been incorrect in any material respect when made or when deliveredmade, which that continues to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Seller by the Indenture Trustee, or to the Transferor Seller and the Indenture Trustee by any Noteholder Holder of the Series [•] Notes 2000-1 Certificates, and (ii) as a result of which the interests of the Series [•] Noteholders 2000-1 Certificateholders are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization a Series 2000-1 Pay Out Event pursuant to this Section 5.01(gsubsection 6.1(b) shall not be deemed to have occurred hereunder if the Transferor Seller has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) the average of the Portfolio Yields for any three consecutive Monthly Periods is reduced to a rate that is less than the average of the Base Rates for such three consecutive Monthly Periods; (d) a failure by The Neiman Marcus Group, Inc. or the Seller to make an Addition within five Business Days after the Required Designation Date; (e) failure to pay the Class A Invested Amount in full on or prior to the Class A Expected Final Payment Date or to pay the Class B Invested Amount in full on or prior to the Class B Expected Final Payment Date; (f) any Servicer Default shall occur that would have a material adverse effect on the Series 2000-1 Certificateholders; or (g) the amount on deposit in the Excess Funding Account as a percentage of the sum of the aggregate amount of Principal Receivables plus the amount on deposit in the Excess Funding Account shall equal or exceed 30% on the last day of three consecutive Monthly Periods; then, the Trustee shall within five days publish a notice of such Pay Out Event and in the case of any event described in Sections 5.01(asubsections (a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (gf), after the applicable grace period, if any, set forth in such subparagraphssubsections, either the Indenture Trustee or the holders Holders of Series [•] Notes 2000-1 Certificates evidencing undivided interests aggregating more than 50% of the aggregate unpaid principal amount Invested Amount of this Series [•] Notes 2000-1 by notice then given in writing to the Issuer (Trustee, the Seller and to the Indenture Trustee if given by the Series [•] Noteholders) Servicer may declare that an Early Amortization Event a pay out event (a "Series 2000-1 Pay Out Event") has occurred with respect to the Series [•] Notes as of the date of such notice, and in the case of any event described in subsections (c), (d), (e) or (g), a Series 2000-1 Pay Out Event shall occur without any notice or other action on the part of the Trustee or the Series 2000-1 Certificateholders immediately upon the occurrence of such event.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any Each of the following events (each, shall constitute an “"Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes": (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) any of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; orfollowing shall occur: (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor or Servicer to make any payment of the principal amount of any Series 1996-3 Certificate when due, or to make any deposit required to be made by it by the terms of any Transaction Document within one Business Day after the Transfer Agreement date the deposit is required to be made, or to make any payment of any interest on the Series 1996-3 Certificates or any other payment required by the terms of any Transaction Document on or before the date occurring five three Business Days after the date such payment or deposit is required to be made therein or made; or (ii) failure on the part of Servicer to deliver a Daily Report within the time period required under Section 3.5(c) of the Transferor Pooling Agreement and continuance of such failure for five Business Days; provided that if the Servicer shall have estimated the Base Amount in the Daily Report for one or more days due to adverse circumstances beyond its control (as described in, and subject to the limitations in, such Section 3.5(c)), then the five day grace period specified in this clause (ii) shall be reduced by the number of days on which the Base Amount was estimated (or, if such number of days exceeds five, shall be reduced to zero); or (iii) failure on the part of the Servicer to deliver a Monthly Report within the time required under Section 3.5(d) of the Pooling Agreement and the applicable Supplement or PI Agreement, and continuance of such failure for three Business Days; or (iv) failure on the part of Transferor, Guarantor, Servicer or any Seller duly to observe or perform in any material respect any of its covenants covenant or agreements agreement set forth in the Transfer Agreementany Transaction Document, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty 30 days after the date on which written notice of such the failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] NotesHolder; or (gv) Guarantor gives notice of termination of the Seller Guaranty; (b) any representation or warranty made by a Seller in subsection 5.1(d), 5.1(k), 5.1(n), 5.1(o) or 5.1(r) of the Purchase Agreement or by Transferor in subsection 2.3(a)(i), 2.3(a)(ii) or 7.1(i) of the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Pooling Agreement shall prove to have been incorrect in any material respect when made or when deliveredmade, which and continues to be incorrect in any material respect for a period of sixty days five Business Days after the date on which written notice of such failurethe breach, requiring the same to be remedied, shall have been given to the Transferor by Trustee or to Transferor and Trustee by any Holder, or any other representation or warranty made by Transferor, Servicer, Guarantor or any Seller in any Transaction Document shall prove to have been incorrect in any material respect when made, and continues to be incorrect in any material respect for a period of 30 days after the Indenture date on which written notice of the breach, requiring the same to be remedied, shall have been given to Transferor by Trustee, or to the Transferor and the Indenture to Trustee by any Noteholder Holder; provided that a mistake in the representation of the Series [•] Notes and a Receivable as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such period; provided, however, that an Eligible Receivable shall not constitute an Early Amortization Event pursuant unless and until the applicable Seller has failed to this make the cash payments (if any) owed under Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment 3.1 of the related ReceivablePurchase Agreement in respect of the misrepresentation (it being understood that certain of such mistakes may result in a non-cash adjustment under the Purchase Agreement); (c) a Bankruptcy Event shall occur with respect to Transferor, Servicer, Guarantor or any Seller, or all of such ReceivablesTransferor shall become unable, if applicablefor any reason, during such period to transfer Receivables or other Transferred Assets to the Trust in accordance with the provisions of the Transfer Purchase Agreement and the Pooling Agreement. In ; provided that if, at the case time any event that would, with the passage of time, become a Bankruptcy Event occurs as a result of a bankruptcy proceeding being filed against Transferor or any Seller, then, on and after the day on which the bankruptcy proceeding is filed until the earlier to occur of the dismissal of the proceeding and the commencement of the Early Amortization Period, Transferor shall not purchase Receivables and Related Assets from the affected Seller or, if Transferor is the subject of the proceeding, transfer Receivables and Related Transferred Assets to the Trust; (d) the Trust or Transferor shall be required to be registered as an "investment company" under and within the meaning of the Investment Company Act of 1940, as amended; (e) the Net Invested Amount exceeds the Base Amount for a period of five or more consecutive Business Days; (f) a Servicer Default shall have occurred and shall not have been remedied; (g) Treasure Chest shall cease to own, directly or indirectly, 100% of the issued and outstanding capital stock of Transferor; (h) the Internal Revenue Service or the PBGC files one or more Tax or ERISA Liens against the assets of Transferor or any Seller (including Receivables); (i) the cessation of, or the failure to create, a valid first-priority perfected ownership or security interest in favor of Trustee in the Receivables (subject to Permitted Adverse Claims and Special New Jersey EPA Claims) or the rights of Transferor under the Purchase Agreement; (j) the Series 1996-3 Invested Amount is not paid in full on the Expected Final Payment Date; (k) any foreclosure or similar proceeding in respect of any event described adverse claim on any Buyer Note or the Transferor's common stock shall have been commenced; or title to any Buyer Note or Transferor's common stock shall pass to the holders of such adverse claim, it being understood that the grant of a security interest in Sections 5.01(a), (b), (d), the stock of Transferor or (e), a Buyer Note to a creditor of a Seller shall not be an Early Amortization Event Event; (l) the Transferor Net Worth shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more be less than 5018% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as Unpaid Balance of the date Receivables at any time and such condition continues for five consecutive Business Days; or (m) the Intercreditor Provisions shall be amended, waived, modified or breached without the prior written consent of such noticethe Agent.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events specified in Article XII Section 7.01 of the Indenture, the occurrence of Agreement (after any grace periods or consents applicable thereto) or any one of the following events (each, an “"Early Amortization Event”") shall result in an early amortization event for occur during the Series [•] Notes1999-A Revolving Period: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor the Servicer to direct any payment or deposit to be made, or failure of any payment or deposit to be made, in respect of interest owing on any VFC Certificate or the Commitment Fee within five Business Days of the date such interest or Commitment Fee is due or (ii) failure on the part of the Servicer to direct any payment or deposit to be made, or of the Company to make any payment or deposit required to be made by it in respect of any other amounts owing by the terms Company, under any Pooling and Servicing Agreement to or for the benefit of the Transfer Agreement on or before the date occurring Purchasers within five Business Days after of the date such payment other amount is due or such deposit is required to be made therein or made; (iib) failure on the part of the Transferor Company duly to observe or perform in any material respect any covenant or agreement of its covenants or agreements the Company set forth in any Pooling and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which ) that continues unremedied for a period of sixty 30 days after the earlier of (i) the date on which a Responsible Officer of the Company or, so long as the Servicer is an Affiliate of the Company, a Responsible Officer of the Servicer has knowledge of such failure and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Company by the Indenture Trustee, or to the Transferor Company and the Indenture Trustee by any Noteholder the Agent or Purchasers evidencing 25% or more of the Series [•] Notes; or1999-A Invested Amount; (gc) any representation or warranty made or deemed made by Transferor the Company in any Pooling and Servicing Agreement to or for the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to benefit of the Transfer Agreement Purchasers shall prove to have been incorrect in any material respect when made or when delivered, which deemed made that continues to be incorrect in any material respect for a period of sixty 30 days after the earlier of (i) the date on which written a Responsible Officer of the Company or, so long as the Servicer is an Affiliate of the Company, a Responsible Officer of the Servicer has knowledge of such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Company by the Indenture Trustee, Trustee or to the Transferor Company and the Indenture Trustee by any Noteholder the Agent or Purchasers evidencing 25% or more of the Series [•] Notes 1999-A Invested Amount and as a result of which such incorrectness, the interests interests, rights or remedies of the Series [•] Noteholders are Purchasers have been materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant with respect to this Section 5.01(g) Series 1999-A shall not be deemed to have occurred hereunder under this paragraph if the Transferor has accepted reassignment incorrectness of such representation or warranty gives rise to an obligation to repurchase or make an adjustment payment in respect of the related Receivable, Receivables and the Company has repurchased or made an adjustment payment in respect of the related Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part Pooling and Servicing Agreement within 10 Business Days of the Indenture Trustee or day on which the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing Company was obligated to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.do so;

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “Early an"Early Amortization Event”") shall result in an early amortization event for the Series [•] Notesoccur: (a) the Borrower, the Servicer (if Maxtor or any Affiliate thereof) or Maxtor (in any capacity) shall fail to (i) perform or observe any term, covenant or agreement hereunder or under any other Transaction Document or (ii) make any payment or deposit to be made by it hereunder or under the Quarterly Excess Spread Percentage is less than the Required Excess Spread PercentageFee Letter or any other Transaction Document when due or otherwise required to be paid; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made or deemed to be made by Transferor the Borrower, Maxtor or the Servicer (or any of their respective officers) under or in the Transfer connection with this Agreement or any other Transaction Document, any remittance report or other information contained in an account schedule required to be or report delivered by it pursuant to the Transfer Agreement hereto or any other Transaction Document shall prove to have been false or incorrect in any material respect when made (including, without limitation, any representation or when delivered, which continues warranty made or deemed to be incorrect made by Maxtor (or any of its officers or agents) under or in any material respect for a period of sixty days after connection with the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodPurchase Agreement); provided, however, that if any breach described above is cured by the repurchase of Receivables pursuant to Article VI of the Purchase Agreement or by a repayment pursuant to Section 2.19 hereof, such breach shall cease to constitute an Early Amortization Event pursuant Event; or (c) the Borrower, Maxtor or any other Affiliate of Maxtor shall fail to this Section 5.01(gpay any principal of or premium or interest on any Debt, which Debt is in an amount in excess of $1,000,000 in the aggregate, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after continue beyond the applicable grace period, if any, set forth specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any Debt or any other event, shall occur and shall continue beyond the applicable grace period, if any, specified in such subparagraphsagreement or instrument if the effect of such default or event is to accelerate, either or to permit the Indenture Trustee acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or (d) the occurrence of any Bankruptcy Event with respect to the Borrower, the Servicer or Maxtor; or (i) the Collateral Agent shall at any time fail to have a valid, perfected, first priority security interest in any of the Pledged Assets or (ii) any purchase by the Borrower of a Receivable and the Collections, Related Security and Other Conveyed Property under the Purchase Agreement shall, for any reason, cease to create in favor of the Borrower a perfected ownership interest in such Receivable and the Collections, Related Security and the Other Conveyed Property; provided, however, that if an event described in the foregoing clause (i) or (ii) is cured by the repurchase of Receivables pursuant to Article VI of the Purchase Agreement or by a repayment pursuant to Section 2.19 or a repurchase pursuant to Section 6.22 hereof, such event shall cease to constitute an Early Amortization Event; or (f) this Agreement, the Purchase Agreement or any other Transaction Document shall cease to be in full force and effect or any provision thereof shall for any reason cease to be the valid, binding and enforceable obligation of Maxtor or the holders Borrower, as the case may be, or Maxtor or the Borrower shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or (g) a Change of Series [•] Notes evidencing Control shall occur; or (h) the Borrower, Maxtor or the Servicer (if Maxtor or an Affiliate thereof) shall have suffered any material adverse change to its financial condition, prospects or operations, the collectibility of the Pledged Receivables or the ability of the Borrower, Maxtor or the Servicer (if Maxtor or an Affiliate thereof) to collect such Pledged Receivables or otherwise perform their respective obligations under the Transaction Documents or conduct their respective businesses; or (i) the Long Term Rating, or any implied rating, of Maxtor is at any time rated less than "B" by S&P or less than "B2" by Moody's for a period of at least five (5) Business Days; or (j) the rolling average of the Delinquency Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 5.00%; or (k) the rolling average of the Default Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 15.00%; or (l) the rolling average of the Sales-Based Dilution Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 12.00%; or (m) the rolling average of the Dilution-to-Liquidation Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 15.00%; or (n) the sum of the Dynamic Loss Reserve Percentage at any time and the Dilution Reserve Percentage as of the immediately preceding Cut-Off Date shall at any time equal or exceed 50.00%; or (o) a Program Deficiency shall occur and shall remain unremedied for three (3) Business Days; or (p) any amount shall be drawn under the Facility Insurance Policy; or (q) the financial strength rating (or any equivalent or similar rating) of the Facility Insurer is rated "BBB+" or below by S&P or "Baa1" or below by Moody's for a period of at least five (5) Business Days; or (▇) the occurrence and continuance of a Facility Insurer Default; or (s) the occurrence of a Servicer Default; or (i) one or more final judgments for the payment of money shall be entered against the Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution; or (u) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring all of its Receivables to the Borrower under the Purchase Agreement; or (v) the non-restricted and unencumbered cash, non-restricted and unencumbered cash equivalents (determined and valued in accordance with GAAP) and non-restricted and unencumbered marketable securities (determined and valued in accordance with GAAP) of the Servicer (if Maxtor or any Affiliate thereof) and its consolidated subsidiaries (including the Borrower) shall be, in the aggregate, less than 50$175 million at any time; or (w) the operating cash flow (determined in accordance with GAAP) of the Servicer (if Maxtor or any Affiliate thereof) and its consolidated subsidiaries (including the Borrower) for any fiscal quarter of the Servicer multiplied by four (4) shall be less than 20% of the aggregate unpaid principal amount long-term debt (determined in accordance with GAAP) of Series [•] Notes the Servicer and its consolidated subsidiaries (including the Borrower) as of the last day of such fiscal quarter; (x) S&P advises the Facility Insurer that S&P cannot provide a Shadow Rating Letter containing a Shadow Rating equal to or above the Minimum Shadow Rating and 60 days have passed since the date on which S&P so advised the Facility Insurer without S&P having provided to the Facility Insurer a Shadow Rating Letter containing a Shadow Rating equal to or above the Minimum Shadow Rating; or (y) S&P delivers to the Facility Insurer a Shadow Rating Letter containing a Shadow Rating that is below the Minimum Shadow Rating and 60 days have passed since the date of such delivery without S&P having provided to the Facility Insurer a subsequent Shadow Rating Letter containing a Shadow Rating equal to or above the Minimum Shadow Rating; or (z) S&P fails to deliver to the Facility Insurer a Shadow Rating Letter containing a Shadow Rating at least equal to the Minimum Shadow Rating during the 60 day period following the Closing Date for any reason, including, without limitation, the failure of the Borrower or the Servicer to enter into such amendments to the Transaction Documents as may be necessary to obtain such a Shadow Rating Letter, and 60 days have passed since the last day of such 60-day period without S&P having provided to the Facility Insurer a Shadow Rating Letter containing a Shadow Rating equal to or above the Minimum Shadow Rating; or (aa) S&P delivers to the Facility Insurer a Shadow Rating Letter containing a Shadow Rating that is equal to or above the Minimum Shadow Rating and S&P thereafter notifies the Facility Insurer that S&P has reduced such Shadow Rating to below the Minimum Shadow Rating or has withdrawn such Shadow Rating; then the Agent or the Facility Insurer may, by notice then given to each other and the Borrower, declare the Amortization Commencement Date to have occurred; provided, that, in writing the case of any event described in Section 7.01(d) above, the Amortization Commencement Date shall be deemed to have occurred automatically upon the Issuer (occurrence of such event and to provided further, that, only the Indenture Trustee if given by the Series [•] Noteholders) Agent may declare that an Early Amortization Event has Commencement Date to have occurred with respect to any event described in Section 7.01(q) or Section 7.01(r) above. Upon any such declaration or automatic occurrence, (i) the Series [•] Notes as Borrower shall cease purchasing Receivables from Maxtor under the Purchase Agreement, (ii) at the request of the date Facility Insurer, the Servicer shall direct and cause the Obligors to make all payments under the Pledged Receivables directly to the Backup Servicer, the Agent, the Lender or any lockbox or account established by the Backup Servicer as directed by the Facility Insurer, (iii) at the request of such noticethe Facility Insurer and at the Borrower's expense, the Borrower and the Servicer shall assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to any Pledged Receivable, and shall make the same available to the Collateral Agent at a place selected by the Collateral Agent or its designee and (iv) the Facility Insurer shall have the sole right to give directions to the Collateral Agent, the Trustee, the Borrower and/or the Servicer with respect to the rights and remedies of the Agent, the Lender and/or the Facility Insurer hereunder which may, pursuant to the terms hereof, otherwise be given by the Agent, the Lender and/or the Facility Insurer.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] NotesInvestor Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor (i) to make any payment or deposit required to be made by it by the terms of (A) the Transfer Agreement Agreement, (B) this Series Supplement, (C) the Certificate Purchase Agreements or (D) any Class A Fee Letter, on or before the date occurring five Business Days days after the date such payment or deposit is required to be made herein or therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements of Transferor set forth in the Transfer Agreement, this Series Supplement, the Certificate Purchase Agreements or any Class A Fee Letter, which failure (in the case of this clause (ii)) has a material adverse effect on the Series [•] Noteholders Investor Holders (which determination shall be made without reference to whether any funds are available from the Cash Collateral Account) and which continues unremedied for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Investor Holder and continues to affect materially and adversely the interests of the Series [•] Notes; orInvestor Holders for such period; (gb) any representation or warranty made by Transferor in the Transfer Agreement or this Series Supplement, or any information contained in an account schedule Account Schedule required to be delivered by it Transferor pursuant to the Transfer Agreement Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes Investor Holder, and (ii) as a result of which the interests of the Series [•] Noteholders Investor Holders are materially and adversely affected (which determination shall be made without reference to whether any funds are available from the Cash Collateral Account) and continue to be materially and adversely affected for such period; provided, however, provided that an Early Amortization Event pursuant to this Section 5.01(g10(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) the average of the Excess Spread Percentages for any three consecutive Monthly Periods is less than zero; (d) Transferor shall fail to convey Receivables arising under Additional Accounts, or Participations, to the Trust, as required by Section 2.8(b); provided that such failure shall not give rise to an Early Amortization Event if, prior to the date on which such conveyance was required to be completed, Transferor causes a reduction in the Invested Amount to occur, so that, after giving effect to that reduction (i) the Transferor Amount is not less than the Minimum Transferor Amount and (ii) the sum of the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance; (e) any Servicer Default shall occur; (f) the Invested Amount shall not be paid in full on the Scheduled Final Payment Date; (g) as of any Determination Date, the average of the monthly payment rates for that Determination Date and the preceding two Determination Dates is less than 7.75%, where the “monthly payment rate” for any Determination Date equals the percentage equivalent of a fraction (A) the numerator of which is the aggregate Collections received during the related Monthly Period and (B) the denominator of which is equal to the total Receivables held by the Trust at the close of business for the Monthly Period immediately prior to such related Monthly Period; provided that the monthly payment rates for the Determination Dates related to the February 2009 and March 2009 Monthly Periods shall be deemed to equal the “monthly payments rates” (calculated in accordance with the Series 2005-VFC Supplement to the Agreement) related to the February 2009 and March 2009 Monthly Periods; (h) the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of WFN, which lien shall secure a liability in excess of $10,000,000 and shall not have been released within 40 days; (i) a default shall have occurred and be continuing under any instrument or agreement evidencing or securing indebtedness for borrowed money of WFN in excess of $10,000,000 which default (i) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period or (ii) shall have resulted in acceleration of the maturity of such indebtedness; (j) a Change in Control has occurred; or (k) the Available Cash Collateral Amount shall be less than the Required Cash Collateral Amount for three or more consecutive Monthly Periods following any Monthly Period in which the Supplemental Cash Collateral Account increases from zero to an amount greater than zero; then, (x) in the case of any event described in Sections 5.01(a10(a), (b), (e), (h), (i) or (j) of this Series Supplement, after the applicable grace period set forth in such Sections, either Trustee or the Majority Series Holders by notice then given in writing to Transferor and Servicer (and to Trustee if given by the Investor Holders) may declare that an early amortization event (an “Early Amortization Event”) has occurred as of the date of such notice, and (y) in the case of any event described in Section 10(c), (d), (f), (g) or (e)k) of this Series Supplement, an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders Investor Holders immediately upon the occurrence of such event. In the case of any , unless such event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given shall be waived by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeInvestor Holders.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 6.03 of the Indenture, the occurrence of if any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] occur with respect to a Class or Tranche of SynchronySeries Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Receivables Sale Agreement or the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, Agreement (excluding matters addressed by clause (a)(i) or (c) of this Section 4.01) which failure has a material adverse effect on the Series [•] SynchronySeries Noteholders and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of SynchronySeries Notes; (b) any representation or warranty made by Transferor in the Transfer Agreement or the Receivables Sale Agreement or any information contained in an account schedule required to be delivered by it pursuant to Section 2.1 of the Transfer Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] SynchronySeries Notes and as a result of which the interests of the Series [•] SynchronySeries Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g4.01(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Transferred Receivable, or all of such Transferred Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) a failure by Transferor under the Transfer Agreement to convey Transferred Receivables in Additional Accounts (as such term is defined in the Transfer Agreement) to the Trust when it is required to convey such Transferred Receivables pursuant to Section 2.6(a) of the Transfer Agreement; (d) any Servicer Default shall occur, which has a material adverse effect on such Class or Tranche of SynchronySeries Notes; (e) the average Excess Spread Percentage for any three consecutive Monthly Periods is less than the Required Excess Spread Percentage; (f) the Outstanding Dollar Principal Amount of such Tranche shall not be paid in full on the Scheduled Principal Payment Date for such Tranche; (g) without limiting the foregoing, the occurrence of an Event of Default with respect to any Class or Tranche of SynchronySeries Notes and acceleration of the maturity of such Class or Tranche of SynchronySeries Notes pursuant to Section 6.01 of the Indenture; or (h) with respect to any Tranche of SynchronySeries Notes, any additional events specified as “Early Amortization Events” in the Terms Document with respect to such Tranche of SynchronySeries Notes; then, (x) in the case of any event described in Sections 5.01(aclause (a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (gd), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] SynchronySeries Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] SynchronySeries Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] NoteholdersTrustee) may declare that an “Early Amortization Event has occurred Event” with respect to the Series [•] affected Class or Tranche of SynchronySeries Notes (a “SynchronySeries Early Amortization Event”) has occurred as of the date of such noticenotice with respect to all Tranches of the SynchronySeries Notes, (y) in the case of any event described in clause (c) or (e), a SynchronySeries Early Amortization Event shall occur with respect to all Tranches of SynchronySeries Notes without any notice or other action on the part of the Indenture Trustee or the SynchronySeries Noteholders immediately upon the occurrence of such event and (z) in the case of any event described in clause (f) or (g), a SynchronySeries Early Amortization Event shall occur with respect to the affected Class or Tranche of SynchronySeries Notes without any notice or other action on the part of the SynchronySeries Noteholders immediately upon the occurrence of such event.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series 201[_]-[•_] NotesNotes without any notice or other action on the part of the Indenture Trustee or the applicable Noteholders, unless otherwise specified: (ai) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (bii) a failure by if (x) the Transferor under fails to add additional Trust Assets to the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after Trust or (y) the day on which it Invested Amount of an existing Collateral Certificate is not increased when either action is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c2.13(a) of the Transfer Agreement; or (ciii) if any Servicer Default occurs which would have a material adverse effect on the Series 201[_]-[•_] Noteholders; or (div) the failure to pay breach of other covenants, representations and warranties by TRS, the Notes in full Transferor or the Issuer under this Indenture Supplement or any other Transaction Document that has a material adverse effect on the Expected Final Payment DateSeries 201[_]-[_] Noteholders and continues unremedied for a period of 60 days after written notice of such failure is given to TRS or the Transferor by the Indenture Trustee or to the Transferor and the Indenture Trustee by any Series 201[_]-[_] Noteholder; or (ev) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor to make any payment payment, transfer or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodtherein; provided, however, that any such failure caused by a nonwillful act of the Transferor shall not constitute an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all promptly remedies such failure within five (5) Business Days after receiving notice of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), failure or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence otherwise becoming aware of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticefailure.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during the Series [•] NotesRevolving Period: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor or the Servicer to make any payment or deposit required to be made by it by under this Agreement or the terms of the Transfer Contribution and Sale Agreement on or before the date occurring five three Business Days after the date such payment or deposit is required to be made therein or made; (iib) failure on the part of the Transferor or the Servicer to duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor or the Servicer set forth in this Agreement or the Transfer Contribution and Sale Agreement, which failure has a material adverse effect on materially and adversely affects the Series [•] rights of the Class A Noteholders and which continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Transferor or the Servicer (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Transferor (as the case may be) and the Owner Trustee and the Indenture Trustee by the Holders of Class A Notes evidencing not less than 25% of the Outstanding Amount of the Class A Notes; (c) any representation or warranty made by MCC in the Contribution and Sale Agreement or by the Transferor or the Servicer in this Agreement or any information in the Receivables Schedule (x) shall prove to be incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to (A) MCC, the Transferor or the Servicer (as the case may be) by the Owner Trustee or the Indenture TrusteeTrustee or (B) MCC, or to the Transferor or the Servicer (as the case may be) and the Owner Trustee and the Indenture Trustee by any Noteholder Holders of Class A Notes evidencing not less than 25% of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Outstanding Amount of the Series [•] Class A Notes and (y) as a result of which the interests interest of the Series [•] Class A Noteholders are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to occur pursuant to this subparagraph (c) if MCC, the Transferor or the Servicer (as the case may be) shall have purchased the relevant Receivable pursuant to Section 6.02(a)(i) of the Contribution and Sale Agreement or Section 3.02 or 4.07 (as applicable) by depositing the related Purchase Amount in the Collection Account pursuant to Section 5.03; (d) an Insolvency Event shall occur with respect to MCC, the Transferor or the Servicer; (e) the Transferor or the Trust shall become subject to registration as an "investment company" under the Investment Company Act of 1940, as amended; (f) on the tenth day following any Distribution Date, the Principal Funding Account Balance shall be greater than [$_________]; (g) a Servicer Termination Event shall occur; (h) the amount on deposit in the Reserve Account shall be less than the Specified Reserve Account Balance for any [three] consecutive Distribution Dates; or (i) an Event of Default shall have occurred hereunder if and be continuing and the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period Notes shall be declared immediately due and payable; then (but in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(asubparagraph (a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), c) after the any applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer ) an early amortization event (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an "Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeEvent") shall have occurred.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events ------------------------- specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or the Accumulation Period with respect to the Series [•] Notes2000-1 Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor (x) to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein made; or (iiy) failure of the Transferor duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which Agreement that continues unremedied for a period of sixty 60 days (or, in the case of a covenant pursuant to Section 4A of this Series Supplement, 30 days) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Series 2000-1 Certificates evidencing not less than 50% of the Invested Amount, and as a result of which the interests of the Series 2000-1 Certificateholders are materially and adversely affected; (b) any representation or warranty made by the Transferor in the Agreement shall prove to have been incorrect in any material respect when made that continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 2000-1 Certificates evidencing not less than 50% of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when deliveredInvested Amount, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders 2000-1 Certificateholders are materially and adversely affected for such periodaffected; provided, however, -------- ------- that if the representation or warranty which was breached relates to any particular Receivable or group of Receivables, an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has shall have accepted reassignment of the related such Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed a total of 180 days as the Trustee may specify) in accordance with the provisions of the Transfer Agreement. In ; (c) the Transferor or Circuit City shall consent to the appointment of a trustee, conservator, receiver, liquidator, custodian or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, receivership, conservatorship or similar proceedings of or relating to the Transferor or Circuit City or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver, liquidator, custodian or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, receivership, conservatorship or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or Circuit City and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; either the Transferor or Circuit City shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency, receivership, conservatorship or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; an involuntary proceeding shall be commenced or an involuntary petition shall be filed with respect to the Transferor or Circuit City in a court of competent jurisdiction seeking to take advantage of any applicable bankruptcy, insolvency, receivership, conservatorship or reorganization statute and such proceeding or petition shall continue undismissed for 60 days; or the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of the Agreement; (d) any Servicer Default shall occur that would have a material adverse effect on the Holders of the Series 2000-1 Certificates; (e) the Transferor shall fail to designate Additional Accounts or cause the Trust to repurchase Investor Certificates in an amount and within the time period required by Section 2.6(a) of the Agreement; or (f) the average of the Portfolio Yields for any three consecutive Due Periods shall be less than the average of the Base Rates for such period; (g) the Interest Rate Cap Provider shall fail to make any payment under the Class A Interest Rate Cap or the Class B Interest Rate Cap within five Business Days of the date on which such payment was due; or (h) the Class A Certificates, the Class B Certificates or the Collateralized Trust Obligations shall not be paid in full on the Expected Final Distribution Date; then, in the case of any event described in Sections 5.01(aclause (a), (b), (d), ) or (eg), an Early Amortization Event shall occur will be deemed to have occurred with respect to the Series 2000-1 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or the Holders of Series 2000-1 Certificates evidencing more than 50% of the Invested Amount, by written notice to the Transferor and the Servicer (and to the Trustee, if given by such Holders) declare that an Early Amortization Event has occurred as of the date of such notice, and, in the case of any event described in Section 9.1 of the Agreement an Early Amortization Event with respect to all Series, and in the case of any event described in clause (c), (e), (f) or (h), an Early Amortization Event with respect to only the Series 2000-1 Certificates, will be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Noteholders Holders of the Series 2000-1 Certificates immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “Early an"Early Amortization Event”") shall result in an early amortization event for the Series [•] Notesoccur: (a) the Borrower, the Servicer (if Maxtor or any Affiliate thereof) or Maxtor (in any capacity) shall fail to (i) perform or observe any term, covenant or agreement hereunder or under any other Transaction Document or (ii) make any payment or deposit to be made by it hereunder or under the Quarterly Excess Spread Percentage is less than the Required Excess Spread PercentageFee Letter or any other Transaction Document when due or otherwise required to be paid; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made or deemed to be made by Transferor the Borrower, Maxtor or the Servicer (or any of their respective officers) under or in the Transfer connection with this Agreement or any other Transaction Document, any remittance report or other information contained in an account schedule required to be or report delivered by it pursuant to the Transfer Agreement hereto or any other Transaction Document shall prove to have been false or incorrect in any material respect when made (including, without limitation, any representation or when delivered, which continues warranty made or deemed to be incorrect made by Maxtor (or any of its officers or agents) under or in any material respect for a period of sixty days after connection with the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodPurchase Agreement); provided, however, that if any breach described above is cured by the repurchase of Receivables pursuant to Article VI of the Purchase Agreement or by a repayment pursuant to Section 2.19 hereof, such breach shall cease to constitute an Early Amortization Event pursuant Event; or (c) the Borrower, Maxtor or any other Affiliate of Maxtor shall fail to this Section 5.01(gpay any principal of or premium or interest on any Debt, which Debt is in an amount in excess of $1,000,000 in the aggregate, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after continue beyond the applicable grace period, if any, set forth specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any Debt or any other event, shall occur and shall continue beyond the applicable grace period, if any, specified in such subparagraphsagreement or instrument if the effect of such default or event is to accelerate, either or to permit the Indenture Trustee acceleration of, the maturity of such Debt; or the holders of Series [•] Notes evidencing more any such Debt shall be declared to be due and payable or required to be prepaid (other than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing a regularly scheduled required prepayment) prior to the Issuer stated maturity thereof; or (and to d) the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization occurrence of any Bankruptcy Event has occurred with respect to the Series [•] Notes Borrower, the Servicer or Maxtor; or (i) the Agent shall at any time fail to have a valid, perfected, first priority security interest in any of the Pledged Assets or (ii) any purchase by the Borrower of a Receivable and the Collections, Related Security and Other Conveyed Property under the Purchase Agreement shall, for any reason, cease to create in favor of the Borrower a perfected ownership interest in such Receivable and the Collections, Related Security and the Other Conveyed Property; provided, however, that if an event described in the foregoing clause (i) or (ii) is cured by the repurchase of Receivables pursuant to Article VI of the Purchase Agreement or by a repayment pursuant to Section 2.19 or a repurchase pursuant to Section 6.22 hereof, such event shall cease to constitute an Early Amortization Event; or (f) this Agreement, the Purchase Agreement or any other Transaction Document shall cease to be in full force and effect or any provision thereof shall for any reason cease to be the valid, binding and enforceable obligation of Maxtor or the Borrower, as the case may be, or Maxtor or the Borrower shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or (g) a Change of Control shall occur; or (h) the Borrower, Maxtor or the Servicer (if Maxtor or an Affiliate thereof) shall have suffered any material adverse change to its financial condition, prospects or operations, the collectibility of the Pledged Receivables or the ability of the Borrower, Maxtor or the Servicer (if Maxtor or an Affiliate thereof) to collect such Pledged Receivables or otherwise perform their respective obligations under the Transaction Documents or conduct their respective businesses; or (i) the Long Term Rating, or any implied rating, of Maxtor is at any time rated less than "B" by S&P or less than "B2" by ▇▇▇▇▇'▇ for a period of at least five (5) Business Days; or (j) the rolling average of the Delinquency Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 5.00%; or (k) the rolling average of the Default Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 15.00%; or (l) the rolling average of the Sales-Based Dilution Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 12.00%; or (m) the rolling average of the Dilution-to-Liquidation Ratios for the immediately preceding three Cut-Off Dates shall at any time exceed 17.50%; or (n) the sum of the Dynamic Loss Reserve Percentage at any time and the Dilution Reserve Percentage as of the date immediately preceding Cut-Off Date shall at any time equal or exceed 50.00%; or (o) a Program Deficiency shall occur and shall remain unremedied for three (3) Business Days; or (p) the occurrence of a Servicer Default; or (q) (i) one or more final judgments for the payment of money shall be entered against the Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution; or (r) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring all of its Receivables to the Borrower under the Purchase Agreement; or (s) the non-restricted and unencumbered cash, non-restricted and unencumbered cash equivalents (determined and valued in accordance with GAAP) and non-restricted and unencumbered marketable securities (determined and valued in accordance with GAAP) of the Servicer (if Maxtor or any Affiliate thereof) and its consolidated subsidiaries (including the Borrower) shall be, in the aggregate, less than $175 million at any time; or (t) with respect to each fiscal quarter of the Servicer (if Maxtor or any Affiliate thereof) commencing after the Fiscal Month ending in December, 2004, the income or loss from operations plus depreciation and amortization of good will and intangible assets (determined in accordance with GAAP) of the Servicer (if Maxtor or any Affiliate thereof) and its consolidated subsidiaries (including the Borrower) for any fiscal quarter of the Servicer multiplied by four (4) shall be less than 20% of the long-term debt (determined in accordance with GAAP) of the Servicer and its consolidated subsidiaries (including the Borrower) as of the last day of such noticefiscal quarter; then the Agent may, by notice to each other and the Borrower, declare the Amortization Commencement Date to have occurred; provided, that, in the case of any event described in Section 7.01(d) above, the Amortization Commencement Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, (i) the Borrower shall cease purchasing Receivables from Maxtor under the Purchase Agreement, (ii) at the request of the Agent, the Servicer shall direct and cause the Obligors to make all payments under the Pledged Receivables directly to the Backup Servicer, the Agent, the Lender or any lockbox or account established by the Backup Servicer as directed by the Agent, (iii) at the request of the Agent and at the Borrower's expense, the Borrower and the Servicer shall assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to any Pledged Receivable, and shall make the same available to the Agent at a place selected by the Agent or its designee.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] 2014-1 Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] 2014-1 Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] 2014-1 Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] 2014-1 Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2014-1 Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] 2014-1 Notes and as a result of which the interests of the Series [•] 2014-1 Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] 2014-1 Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] 2014-1 Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] 2014-1 Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] 2014-1 Notes as of the date of such notice.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement or any one of the following events (each, an “Early shall occur during either the Revolving Period or the Rapid Amortization Event”) shall result in an early amortization event for Period with respect to the Series [•] Notes1996-A Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor or the Servicer (a) to make any payment or deposit on the date required to be made by it by under the terms of Agreement, this Series Supplement or the Transfer Agreement on and Administration Agreement, as applicable (or before within the date occurring applicable grace period which will not exceed five Business Days after Days), (b) duly to observe or perform in any material respect the date such payment or deposit is required to be made therein or (ii) failure covenant of the Transferor not to sell, pledge, assign or transfer to any person, or grant any unpermitted lien on, any Receivable, or (c) duly to observe or perform in any material respect any of its other covenants or agreements set forth of the Transferor in the Agreement or in the Transfer Agreementand Administration Agreement (other than those specifically referred to elsewhere in this Section 10), which failure has a material adverse effect on in the Series [•] Noteholders and which case of subclause (c) hereof, continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture TrusteeTransferor, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor affect materially and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which adversely the interests of the Series [•] Noteholders are materially and adversely affected 1996-A Certificateholders for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(gdescribed in clause (b) or (c) shall not be deemed to have occurred hereunder occur if the Transferor has accepted the reassignment of the related ReceivableReceivable within 60 days after receipt of written notice by the Transferor (or such longer period as the Trustee may specify not to exceed an additional 60 days) of such Early Amortization Event in accordance with the provisions of the Agreement; (ii) failure on the part of Nordstrom Credit, Inc. to make any payment on the date required under Section 4.8 of the Agreement; (iii) any representation or warranty made by the Transferor or Nordstrom Credit, Inc. in the Agreement, this Series Supplement or the Transfer and Administration Agreement (other than those specifically 28 referred to elsewhere in this Section 10) or any information required to be given by the Transferor to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice to the Transferor and as a result of which the interests of the Series 1996-A Certificateholders are materially and adversely affected and which continues to materially and adversely affect the interests of the Series 1996-A Certificateholders for such period; provided, however, that an Early Amortization Event described in this clause (ii) shall not be deemed to occur if the Transferor has accepted the reassignment of the related Receivable or all of such Receivables, if applicable, during such period in accordance (or such longer period as the Trustee may specify not to exceed an additional 60 days); (iv) a failure by the Transferor to perform, comply with the provisions or observe any agreement, covenant or obligation under Section 3.4(i) of the Transfer and Administration Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.;

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•__]-[__] Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•__]-[__] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•__]-[__] Notes pursuant to Article VII of the Indenture; oror Back to Contents (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•__]-[__] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•__]-[__] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•__]-[__] Notes and as a result of which the interests of the Series [•__]-[__] Noteholders are materially and adversely affected for such period; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•__]-[__] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•__]-[__] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•__]-[__] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•__]-[__] Notes as of the date of such notice.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII Section 12.01 of the Indenture, the occurrence of any each of the following events (each, will also be an “Early Amortization Event”) shall result in an early amortization event for Event with respect to the Series [•] 200__ - __ Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i1) failure on the part of Transferor the Transferor, the Servicer or an Originator, as applicable, (i) to make any payment or deposit (including any Transfer Deposit Amount or Adjustment Payment) required to be made by it by the terms of the Transfer and Servicing Agreement or the Receivables Purchase Agreement on or before the date occurring five two Business Days after the date such payment or deposit is required to be made therein therein, or (ii) failure with respect to any Series, to deliver a Payment Date Statement within five Business Days of the Transferor day such item is due to be delivered under the Transfer and Servicing Agreement, or (iii) to comply with its agreement not to create any lien on a Receivable, or (iv) duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor or the Servicer, as the case may be, set forth in the Transfer and Servicing Agreement or the Receivables Purchase Agreement, which failure has a material adverse effect on in the Series [•] Noteholders and which case of this clause (iv) continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, Trustee or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; orEnhancement Provider; (g2) any representation or warranty made by an Originator in the Receivables Purchase Agreement or by the Transferor in the Transfer and Servicing Agreement or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by it the Transferor pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the Transfer Agreement and Servicing Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues and shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor Trustee and the Indenture Trustee by any Noteholder of the Series [•] Notes and (ii) as a result of which such incorrectness the interests of the Series [•] Noteholders are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this paragraph if the Transferor has accepted reassignment of repurchased the related Receivable, Receivable or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement; (3) the occurrence of an Insolvency Event relating to CNH Global N.V., Case, LLC or New Holland North America, Inc. (4) a failure by the Transferor to convey Receivables in Additional Accounts to the Issuer within five Business Days after the day on which it is required to convey such Receivables pursuant to the Transfer and Servicing Agreement; (5) on any Payment Date, the Available Subordinated Amount for such Payment Date is reduced to an amount less than the Required Subordinated Amount (as calculated without giving effect to any reductions or reinstatements, except for reductions due to deposits to the Principal Funding Account) on that Payment Date after giving effect to the distributions to be made on such Payment Date; provided that, for the purpose of determining whether an Early Amortization Event has occurred pursuant to this clause (5), any reduction of the Available Subordinated Amount resulting from reallocations of the Series 200__ - __ Available Principal Amounts to pay interest on the Series 200__ - __ Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Amortization Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ; (6) any Servicer Default occurs; (7) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than [__] %; (8) the Outstanding Dollar Principal Amount is not repaid by the Scheduled Final Payment Date; (9) the Issuer becomes an "investment company" within the meaning of the Investment Company Act; (10) the occurrence of an Event of Default and acceleration with respect of the Series 200__ - __ Notes; and (11) the balance in the Excess Funding Account is great than [ ]% of the Adjusted Pool Balance for any three consecutive Collection Periods. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in Sections 5.01(aclause (1), (b), (d), 2) or (e)6) above, an Early Amortization Event with respect to Series 200__ - __ will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series 200__ - __ Noteholders holding Series 200__ - __ Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series 200__ - __ Notes by written notice to the Transferor, the Servicer, the Owner Trustee and the Indenture Trustee, if given by Series 200__ - __ Noteholders, declare that an Early Amortization Event with respect to the Series 200__ - __ Notes has occurred as of the date of that notice. In the case of any Early Amortization Event described in Section 12.01(a) or (b) of the Indenture or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Amortization Event with respect to the Series 200__ - __ Notes shall occur be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series 200__ - __ Noteholders immediately upon the occurrence of such event. In Notwithstanding the case of any event foregoing in this Section 4.01, if (x) an Early Amortization Period results from the failure by the Transferor to convey Receivables in Additional Accounts to the Issuer, as described in Sections 5.01(c)clause (4) above during the Revolving Period, (fy) no other Early Amortization Event that has not been cured or waived in accordance with the Indenture has occurred [and (g)z) with evidence that the Rating Agency Condition has been satisfied with respect thereto], after then the applicable grace periodEarly Amortization Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Transferor would no longer be required to convey Receivables in Additional Accounts to the Issuer; provided that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if anyan Early Amortization Event (other than the Early Amortization Event specified in clause (3) above and any of the Early Amortization Events specified in Section 12.01(a) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, set forth in such subparagraphs, either the Indenture Trustee or shall request from S&P's a confirmation that such Early Amortization Event will not cause a Ratings Effect. If the holders Indenture Trustee receives such confirmation and the Holders of the Series [•] 200_-_ Notes evidencing more than 50% of the aggregate unpaid principal amount Outstanding Dollar Principal Amount of the Series [•] 200_-_ Notes by notice then given in writing consent to the Issuer (and to recommencement of the Indenture Trustee if given by Revolving Period, the Series [•] Noteholders) may declare that an related Early Amortization Event has occurred with respect to Period shall terminate and the Series [•] Notes as of the date of such noticeRevolving Period shall recommence.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or the Accumulation Period with respect to the Series [•] 2003-A Notes: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (di) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor shall fail to make any payment or deposit required to be made by it the Transferor by the terms of the Pooling and Servicing Agreement, the Collateral Series Supplement, the Transfer Agreement and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or made; (ii) failure of the Transferor duly shall fail to observe or perform in any material respect any of its other covenants or agreements of the Transferor set forth in the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, which such failure has a material adverse effect on the Series [•] Noteholders and which continues shall continue unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 2003-A Notes evidencing not less than 50% of the principal balance of the Outstanding Series 2003-A Notes, and, as a result of such failure, the interests of the Series [•] Notes; or2003-A Noteholders shall be materially and adversely affected (which determination shall be made without giving effect to the availability of the Policy); (giii) any representation or warranty made by the Transferor in the Transfer Pooling and Servicing Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer and Servicing Agreement shall prove to have been incorrect in any material respect when made made, such representation or when delivered, which continues warranty shall continue to be incorrect in any material respect for a period of sixty 60 days after the date on which written notice of such failureincorrectness, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder the Holders of Series 2003-A Notes evidencing not less than 50% of the principal balance of the Outstanding Series [•] Notes and 2003-A Notes, and, as a result of which such incorrectness, the interests of the Series [•] 2003-A Noteholders are shall be materially and adversely affected for such period(which determination shall be made without giving effect to the availability of the Policy); provided, however, that if the representation or warranty which was breached relates to any particular Receivable or group of Receivables, an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder under this clause (iii) if the Transferor has shall have accepted reassignment of the related such Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed a total of 180 days as the Indenture Trustee may specify) in accordance with the provisions of the Pooling and Servicing Agreement or the Transfer and Servicing Agreement. In , as applicable; (iv) any Servicer Default shall occur that would have a material adverse effect on the Holders of the Series 2003-A Notes (which determination shall be made without giving effect to the availability of the Policy); (v) the Transferor shall fail to designate Additional Accounts or cause the Issuer to repurchase Notes in an amount and within the time period required by Section 2.6(a) of the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, as applicable; (vi) the average of the Portfolio Yields for any three consecutive Collection Periods shall be less than the average of the Base Rates for such three consecutive Collection Periods; (vii) the Receivables Purchase Agreement shall be terminated; (viii) the Class A Notes shall not be paid in full on the Expected Final Distribution Date; (ix) any draw shall be made on the Policy; (x) any amounts described in Section 4.5(a)(v), (viii) or (ix) shall not be paid in full on the Expected Final Distribution Date; (xi) an Event of Default shall occur with respect to Series 2003-A and the maturity of the Series 2003-A Notes shall be accelerated pursuant to Section 5.3 of the Master Indenture; (xii) the Transferor shall appoint a Successor Servicer without the consent of Ambac or shall nominate to the trustee of the FNANB Credit Card Master Trust or to the Indenture Trustee the name of a potential Successor Servicer without the consent of Ambac; or (xiii) the Servicer shall fail to observe the covenant set forth in Section 4.02(s) of the Insurance Agreement; then, in the case of any event described in Sections 5.01(aclause (i), (bii), (diii) or (iv), an "Early Amortization Event" will be deemed to have occurred with respect to Series 2003-A only if, after any applicable grace period described in such clauses, the Indenture Trustee, acting at the direction or with the consent of Ambac so long as no Control Transfer Event shall have occurred and be continuing, or the Holders of Series 2003-A Notes evidencing more than 50% of the principal balance of the Outstanding Series 2003-A Notes, in each case by written notice to the Transferor and the Servicer (e)and to the Indenture Trustee, if given by such Holders) declare that an Early Amortization Event shall occur has occurred as of the date of such notice, and, in the case of any event described in clause (v), (vi), (vii), (viii), (ix), (x), (xi), (xii) or (xiii), an "Early Amortization Event" will be deemed to have occurred with respect to only Series 2003-A without any notice or other action on the part of the Indenture Trustee or the Noteholders Holders of the Series 2003-A Notes immediately upon the occurrence of such event unless, so long as no Control Transfer Event shall have occurred and be continuing, such event has been waived by Ambac; provided, however, that Ambac may not waive any event described in clause (v), (vi), (vii), (viii) or (ix). The Transferor shall promptly notify each Rating Agency of any such waiver. If an Early Amortization Event (as defined in the Pooling and Servicing Agreement) shall occur prior to the Certificate Trust Termination Date or if any event specified in Section 5.1 of the Master Indenture shall occur, then an "Early Amortization Event" will be deemed to have occurred with respect to all Series (including Series 2003-A) without any notice or other action on the part of the Indenture Trustee or the Holders of the Series 2003-A Notes immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that If an Early Amortization Event has occurred (as defined in the Pooling and Servicing Agreement) or any event specified in Section 5.1 of the Master Indenture may be waived, such event may not be waived with respect to Series 2003-A without the prior written consent of Ambac. The Transferor shall promptly notify each Rating Agency of any such waiver. As set forth in Section 4.10(f), Ambac shall be deemed to be the sole Holder of the Series [•] 2003-A Notes for purposes of this Section 6.1 so long as of the date of such noticeno Control Transfer Event shall have occurred and be continuing.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during the Series [•] NotesRevolving Period: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of the Transferor or the Servicer to make any payment or deposit required to be made by it by under this Agreement or the terms of the Transfer Contribution and Sale Agreement on or before the date occurring five three Business Days after the date such payment or deposit is required to be made therein or made; (iib) failure on the part of the Transferor or the Servicer to duly to observe or perform in any material respect any of its other covenants or agreements of the Transferor or the Servicer set forth in this Agreement or the Transfer Contribution and Sale Agreement, which failure has a material adverse effect on materially and adversely affects the Series [•] rights of the Class A Noteholders and which continues unremedied for a period of sixty 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Transferor or the Servicer (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Transferor (as the case may be) and the Owner Trustee and the Indenture Trustee by the Holders of Class A Notes evidencing not less than 25% of the Outstanding Amount of the Class A Notes; (c) any representation or warranty made by MCC in the Contribution and Sale Agreement or by the Transferor or the Servicer in this Agreement or any information in the Schedule of Receivables (x) shall prove to be incorrect in any material respect when made or when delivered, (y) which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to (A) MCC, the Transferor or the Servicer (as the case may be) by the Owner Trustee or the Indenture TrusteeTrustee or (B) MCC, or to the Transferor or the Servicer (as the case may be) and the Owner Trustee and the Indenture Trustee by any Noteholder Holders of Class A Notes evidencing not less than 25% of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Outstanding Amount of the Series [•] Class A Notes and (z) as a result of which the interests interest of the Series [•] Class A Noteholders are materially and adversely affected for such periodaffected; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder occur pursuant to this subparagraph (c) if MCC, the Transferor has accepted reassignment or the Servicer (as the case may be) shall have acquired the relevant Receivable pursuant to Section 6.02(a)(i) of the Contribution and Sale Agreement or Section 3.02 or 4.07 (as applicable) by depositing the related Receivable, or all of such Receivables, if applicable, during such period Acquisition Amount in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing Collection Account pursuant to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.Section 5.03;

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any of the following events (each, an “"Early Amortization Event”") shall result in an early amortization event for the Series [•] Notesoccur and be continuing: (a) if the Quarterly Excess Spread Percentage is less than Seller or the Required Excess Spread PercentageServicer shall default in the payment of any amount required to be made under the terms of this Facility and such failure continues unremedied for a period of three (3) Business Days after written notice thereof shall have been given by the Deal Agent or the Collateral Custodian to the Seller or Servicer; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five amount of outstanding Capital shall exceed the Capital Limit for more than three (3) Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer AgreementDays; or (c) if any Servicer Default occurs which would have a material adverse effect on termination of the Series [•] Noteholdersthen existing AIG Policy without simultaneous renewal or replacement thereof, unless at such time no AIG Loans are Outstanding; or (di) the Seller or the Originator shall fail to perform or observe in any material respect any other covenant or other agreement of the Seller or the Originator set forth in this Facility, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such Originator set forth in the Purchase Agreement, in each case when such failure continues unremedied for more than thirty (30) days after the earlier of (x) the date written notice thereof shall have been given by the Deal Agent or the Collateral Custodian to pay such Person or (y) the Notes in full on date of actual knowledge thereof by the Expected Final Payment DateSeller; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement deemed made hereunder shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect as of the time when the same shall have been made, and such incorrect representation or warranty shall not have been eliminated or otherwise cured within a period of thirty (30) days after written notice thereof shall have been given by the Deal Agent or the Collateral Custodian to the Seller; or (f) an Insolvency Event shall occur with respect to the Seller or the Originator; or (g) a Servicer Termination Event occurs; or (h) any Change in Control of the Seller or Originator occurs; or (i) the Seller or the Originator defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default gives the relevant lender a right to accelerate the Seller's or Originator's obligations thereunder and is not cured within the relevant cure period; or (j) the Deal Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the Assets; or (i) a final judgment for the payment of money in excess of $5,000,000 shall have been rendered against the Originator or $1,000,000 against the Seller by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall not have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Seller, shall have made payments of amounts in excess of $100,000 in settlement of any litigation; or (l) the Seller or Originator agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recission of or to the Credit and Collection Policies in whole or in part that could have a material adverse effect upon the Loans or interest of any Purchaser, without the prior consent of the Deal Agent or the Purchaser; or (m) any failure to comply with Section 5.4 and such failure continues for a period of sixty days after fifteen (15) days; or (n) on any Determination Date, the date Net Portfolio Yield does not equal or exceed the Minimum Net Portfolio Yield and such failure continues for a period of fifteen (15) consecutive days; or (o) As of any Determination Date, the Average Default Ratio is greater than four percent (4.0%); or (p) As of any Determination Date, the Average Net Loss Ratio is greater than one and one-half percent (1.5%); or (q) [Reserved] (r) the Originator ceases to be a wholly-owned subsidiary of First International Bancorp., Inc.; or (s) the Seller ceases to be a "bankruptcy-remote entity" under customary criteria; or (t) the Seller shall become an "investment company" within the meaning of the 1940 Act; or (u) the noncompliance at any time of the composition of the Asset Pool with the concentration and mix requirements set forth on Schedule II hereof and such noncompliance is not cured within five (5) Business Days; or (v) the business and other activities of the Seller or the Servicer (if the Originator is the Servicer), including but not limited to, the Purchases made by the Purchasers, the application and use of the proceeds thereof by the Seller and the consummation and conduct of the transactions contemplated by the Transaction Documents to which written the Seller or Servicer is a party do not now and will not in the future result in a violation by the Servicer, the Seller, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder, then, and in any such event, the Deal Agent shall, at the request, or may with the consent, of the Required Investors, by notice to the Seller declare the Termination Date to have occurred, without demand, protest or future notice of such failureany kind, requiring the same to be remedied, shall have been given to the Transferor all of which are hereby expressly waived by the Indenture TrusteeSeller, or to and all Aggregate Unpaids and all other amounts owing by the Transferor Seller under this Facility shall be accelerated and the Indenture Trustee by any Noteholder of the Series [•] Notes become immediately due and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such period; payable, provided, however, that an Early Amortization in -------- the event that the Termination Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described in Sections 5.01(a), (b), (d), or (e), an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), subsection (f) herein has occurred, the Termination Date shall automatically occur, without demand, protest or (g)any notice of any kind, after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders all of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given which are hereby expressly waived by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeSeller.

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events shall occur (each, an “Early Amortization Event”) shall result in an early amortization event for the Series [•] Notes:): (a) if all of the Quarterly Excess Spread Percentage is less than Sellers or Cofina shall become unable for any reason to transfer Receivables to the Required Excess Spread Percentage; or Issuer in accordance with the provisions of the Purchase Agreement or the Purchase and Contribution Agreement and such inability shall continue for three (b3) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement orIssuer has knowledge thereof or should, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Transfer Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreementexercise of reasonable diligence, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days have acquired knowledge of, or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Issuer by the Indenture Trustee, any Enhancement Provider, the Servicer or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] NotesNoteholder; or (gb) any representation or warranty made by Transferor in failure on the Transfer Agreement part of the Issuer or any information contained in an account schedule Seller (i) to make any payment or deposit required by the terms of this Indenture, any Series Supplement, or any other Transaction Document, on or before the date one (1) Business Day after the date on which such payment or deposit is required to be delivered made herein or therein (or, in the case of a deposit to be made with respect to any Settlement Period, by it pursuant the related Settlement Date), or (ii) duly to the Transfer Agreement shall prove to have been incorrect observe or perform in any material respect when made any other covenants or when deliveredagreements of the Issuer or any Seller, as the case may be, set forth in this Indenture, any Series Supplement or any other Transaction Document which failure, solely in the case of this clause (ii), continues to be incorrect in any material respect unremedied for a period of sixty days ten (10) Business Days after the Issuer has knowledge thereof or should, in the exercise of reasonable diligence, have acquired knowledge thereof, or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor Issuer or any Seller, as the case may be, by the Indenture Trustee, any Enhancement Provider, the Servicer or to any Noteholder; provided, however, that if the Transferor failure in (b)(ii) is capable of being cured and the Indenture Trustee Issuer or the applicable Seller is using all reasonable efforts to cure such failure, an Early Amortization Event shall not be deemed to have occurred until such failure continues unremedied for a period of thirty (30) days; (c) any representation or warranty made by the Issuer or any Noteholder of Seller in this Indenture, any Series Supplement or any other Transaction Document or any information delivered by the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected for such periodIssuer or any Seller pursuant thereto shall prove to have been false or incorrect in any material respect when made or when delivered; provided, however, that an Early Amortization Event pursuant to this Section 5.01(g10.1(c) shall not be deemed to have occurred hereunder if such Early Amortization Event is the Transferor result of a breach of a representation, warranty, statement or certificate with respect to any Receivable, and the applicable Seller or the Servicer has accepted reassignment deposited into the Collection Account the full Deemed Collection with respect thereto; (d) any Servicer Default shall occur; (e) the imposition of (i) any tax or ERISA liens against the Issuer, (ii) any tax liens against any Seller and (iii) ERISA liens against any Seller unless, in the case of either (ii) or (iii), such lien would not have a Material Adverse Effect and has been released within thirty (30) days of the related Receivableearlier of (a) the date the applicable Seller has knowledge of or should, in the exercise of reasonable diligence, have acquired knowledge of the imposition of such lien or (b) the date on which the applicable Seller receives notice of the imposition of such lien; (f) an Event of Default shall occur; (g) the Servicer shall become unable for any reason to transfer the Collections on, or all of such Receivablesother proceeds of, if applicable, during such period Receivables to the Issuer in accordance with the provisions of the Transfer Agreement. In the case of Transaction Documents and such inability continues unremedied for more than two (2) Business Days; (h) any other event described shall occur which may be specified in Sections 5.01(a), (b), (d), or (e), an any Series Supplement as a “Series Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event. In the case of any event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such notice.Event”;

Early Amortization Events. In addition to the events identified as Early Amortization Events in Article XII of the Indenture, the occurrence of If any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur with respect to the Series [•] NotesInvestor Certificates: (a) if the Quarterly Excess Spread Percentage is less than the Required Excess Spread Percentage; or (b) a failure by Transferor under the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables pursuant to Section 2.11(a) of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor (i) to make any payment or deposit required to be made by it by the terms of (A) the Transfer Agreement Agreement, (B) this Series Supplement, (C) the Certificate Purchase Agreements or (D) any Class A Fee Letter, on or before the date occurring five Business Days days after the date such payment or deposit is required to be made herein or therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements of Transferor set forth in the Transfer Agreement, this Series Supplement, the Certificate Purchase Agreements or any Class A Fee Letter, which failure (in the case of this clause (ii)) has a material adverse effect on the Series [•] Noteholders Investor Holders (which determination shall be made without reference to whether any funds are available from the Cash Collateral Account) and which continues unremedied for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder Investor Holder and continues to affect materially and adversely the interests of the Series [•] Notes; orInvestor Holders for such period; (gb) any representation or warranty made by Transferor in the Transfer Agreement or this Series Supplement, or any information contained in an account schedule Account Schedule required to be delivered by it Transferor pursuant to the Transfer Agreement Section 2.1 or 2.6, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes Investor Holder, and (ii) as a result of which the interests of the Series [•] Noteholders Investor Holders are materially and adversely affected (which determination shall be made without reference to whether any funds are available from the Cash Collateral Account) and continue to be materially and adversely affected for such period; provided, however, provided that an Early Amortization Event pursuant to this Section 5.01(g10(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In ; (c) the average of the Excess Spread Percentages for any three consecutive Monthly Periods is less than zero; (d) Transferor shall fail to convey Receivables arising under Additional Accounts, or Participations, to the Trust, as required by Section 2.8(b); provided that such failure shall not give rise to an Early Amortization Event if, prior to the date on which such conveyance was required to be completed, Transferor causes a reduction in the Invested Amount to occur, so that, after giving effect to that reduction (i) the Transferor Amount is not less than the Minimum Transferor Amount and (ii) the sum of the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance; (e) any Servicer Default shall occur; (f) the Invested Amount shall not be paid in full on the Scheduled Final Payment Date or the Non-Renewing Purchaser Funded Amount shall not be paid in full on the Non-Renewing Purchaser Scheduled Distribution Date; (g) as of any Determination Date, the average of the monthly payment rates for that Determination Date and the preceding two Determination Dates is less than 7.75%, where the “monthly payment rate” for any Determination Date equals the percentage equivalent of a fraction (A) the numerator of which is the aggregate Collections received during the related Monthly Period and (B) the denominator of which is equal to the total Receivables held by the Trust at the close of business for the Monthly Period immediately prior to such related Monthly Period; provided that the monthly payment rates for the Determination Dates related to the February 2009 and March 2009 Monthly Periods shall be deemed to equal the “monthly payments rates” (calculated in accordance with the Series 2005-VFC Supplement to the Agreement) related to the February 2009 and March 2009 Monthly Periods; (h) the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of Comenity, which lien shall secure a liability in excess of $10,000,000 and shall not have been released within 40 days; (i) a default shall have occurred and be continuing under any instrument or agreement evidencing or securing indebtedness for borrowed money of Comenity in excess of $10,000,000 which default (i) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period or (ii) shall have resulted in acceleration of the maturity of such indebtedness; (j) a Change in Control has occurred; or (k) the Available Cash Collateral Amount shall be less than the Required Cash Collateral Amount for three or more consecutive Monthly Periods following any Monthly Period in which the Supplemental Cash Collateral Account increases from zero to an amount greater than zero; then, (x) in the case of any event described in Sections 5.01(a10(a), (b), (e), (h), (i) or (j) of this Series Supplement, after the applicable grace period set forth in such Sections, either Trustee or the Majority Series Holders by notice then given in writing to Transferor and Servicer (and to Trustee if given by the Investor Holders) may declare that an early amortization event (an “Early Amortization Event”) has occurred as of the date of such notice, and (y) in the case of any event described in Section 10(c), (d), (f), (g) or (e)k) of this Series Supplement, an Early Amortization Event shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders Investor Holders immediately upon the occurrence of such event. In the case of any , unless such event described in Sections 5.01(c), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given shall be waived by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to the Series [•] Notes as of the date of such noticeInvestor Holders.

Early Amortization Events. In addition to If any one of the events identified as Early Amortization Events specified in Article XII Section 9.1 of the Indenture, the occurrence of Agreement (after any grace periods or consents applicable thereto) or any one of the following events (each, an “Early Amortization Event”) shall result in an early amortization event for occur during either the Revolving Period or any Accumulation Period with respect to the Series [•] Notes1999-1 Certificates: (ai) if there will have been three (3) consecutive Distribution Dates on which the Quarterly Excess Spread Percentage Class C Invested Amount is less than the Required Excess Spread Initial Class C Invested Amount; (ii) on any Determination Date, the Class C Invested Amount as of the last day of the prior Collection Period is less than 8.25% of the Initial Invested Amount; (iii) the average payment rate determined by dividing the aggregate amount of Collections for each Collection Period by the beginning Pool Balance for each such period, averaged for any three consecutive Collection Periods, shall be less than (y) with respect to the Collection Periods included in the period from each November through the next succeeding April, 10% and (z) with respect to the Collection Periods included in the period from each May through the next succeeding October, 13%; provided that this clause (iii) may be amended without the consent of any Certificateholder but with the consent of the Transferor and the Rating Agencies; (iv) the annualized rate (averaged for a period of any three consecutive Collection Periods) of (x) Defaulted Receivables minus recoveries plus the repossession value of all Products repossessed during each such Collection Period to (y) the beginning Pool Balance for such Collection Period exceeds 10%; provided that this clause (v) shall not constitute an Early Amortization Event if, upon the occurrence of such event, the Available Subordinated Amount is increased by an amount equal to 1% of the sum of the Class A Adjusted Invested Amount and the Class B Adjusted Invested Amount (to the extent such increase does not result in the Transferor Amount as a percentage of the Trust Principal Component, to fall below the Minimum Transferor Percentage), in which case an Early Amortization Event under this clause (iv) shall not occur until such time as such annualized rate equals or exceeds 11%; provided, further, that this clause (iv) may be amended without the consent of any Certificateholder but with the consent of the Transferor and the Rating Agencies; (v) on any Determination Date, the Transferor Amount, as of the last day of the prior Collection Period, shall be less than 12% of the Trust Principal Component and the annualized rate (averaged for a period of any two consecutive Collection Periods) determined by dividing (x) the amount of Collections of Receivables comprised of interest, fees and service charges collected from Dealers in the related Collection Period by (y) the Pool Balance at the beginning of the related Collection Period shall be less than 6%; or (bvi) the Trustee shall have made a failure by Transferor under withdrawal from the Transfer Agreement to convey Receivables in Additional Accounts within five Business Days after the day on which it is required to convey such Receivables Servicer Cash Collateral Account pursuant to Section 2.11(a4.7(b) and the Servicer shall have failed to remit Collections to the Collection Account in the amount of the Transfer Agreement or, if applicable, Section 2.15(c) of the Transfer Agreement; or (c) if any Servicer Default occurs which would have a material adverse effect on the Series [•] Noteholders; or (d) the failure to pay the Notes in full on the Expected Final Payment Date; or (e) the occurrence of an Event of Default and acceleration of the Series [•] Notes pursuant to Article VII of the Indenture; or (f) (i) failure on the part of Transferor to make any payment or deposit required to be made by it such withdrawal by the terms of the Transfer Agreement on or before the date occurring five fifth Business Days Day after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Transfer Agreement, which failure has a material adverse effect on the Series [•] Noteholders and which continues unremedied for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes; or (g) any representation or warranty made by Transferor in the Transfer Agreement or any information contained in an account schedule required to be delivered by it pursuant to the Transfer Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Indenture Trustee, or to the Transferor and the Indenture Trustee by any Noteholder of the Series [•] Notes and as a result of which the interests of the Series [•] Noteholders are materially and adversely affected Distribution Date for such periodCollection Period; providedthen, however, that an Early Amortization Event pursuant to this Section 5.01(g) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer Agreement. In the case of any event described specified in Sections 5.01(a), (b), (d), or (e)Section 9.1 of the Agreement, an Early Amortization Event with respect to all Series of Certificates then outstanding shall occur without any notice or other action on the part of the Indenture Trustee or the Noteholders all Investor Certificateholders immediately upon the occurrence of such event. In , and, in the case of any event described in Sections 5.01(cclauses (i)-(vi), (f) or (g), after the applicable grace period, if any, set forth in such subparagraphs, either the Indenture Trustee or the holders of Series [•] Notes evidencing more than 50% of the aggregate unpaid principal amount of Series [•] Notes by notice then given in writing to the Issuer (and to the Indenture Trustee if given by the Series [•] Noteholders) may declare that an Early Amortization Event has occurred with respect to only the Series [•] Notes as 1999-1 Certificates shall occur without any notice or other action on the part of the date Trustee or the Certificateholders or all Investor Certificateholders, as appropriate, immediately upon the occurrence of such noticeevent.