Series Early Amortization Events Clause Samples

Series Early Amortization Events. If any one of the following events shall occur with respect to the Series [_____] Notes: (a) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Second Tier 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 Second Tier Agreement (excluding matters addressed by clause (i) above), which failure has a material adverse effect on Series [_____] 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 Issuer or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series [_____] Notes; (b) any representation or warranty made by the Transferor in the Second Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or any information contained in an account schedule required to be delivered by the Transferor pursuant to [Section 2.1(c) or Section 2.6(c)] of the 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 the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [_____] Notes, and as a result of which the interests of Series [_____] are materially and adversely affected and continue to be materially and adversely affected for such period; provided, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if Transferor has accepted reassignment of the related Transferred Receivable or Transferred Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement; (c) a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables in Additional Accounts (or to convey participations) to the Issuer when it is required to convey such Transferred Receivab...

Series Early Amortization Events a. The Free Equity Amount is less than the Minimum Free Equity Amount Free Equity: i. Free Equity Amount ii. Minimum Free Equity Amount iii. Excess Free Equity Amount b. The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance: i. Note Trust Principal Balance ii. Required Principal Balance iii. Excess Principal Balance c. The three-month average Portfolio Yield is less than three-month average Base Rate Portfolio Yield: i. Three month Average Portfolio Yield ii. Three month Average Base Rate

Series Early Amortization Events. (a) Failure to convey Transferred Receivables in the event: (i) The Free Equity Amount is less than the Minimum Free Equity Amount; or (ii) The Note Trust Principal Balance is less than the Required Principal Balance (b) The three-month average Portfolio Yield is less than three-month average Base Rate (c) The Note Principal Balance is outstanding beyond the Expected Principal Payment Date

Series Early Amortization Events a. Average Excess Spread Percentage for three consecutive Monthly Periods is less than required Excess Spread Percentage b. The Outstanding Dollar Principal Amount is outstanding beyond the Scheduled Principal Payment Date i. Scheduled Final Payment Date ii. Current Payment Date c. Has an early amortization event occurred?

Series Early Amortization Events. (a) Failure to convey Transferred Receivables in the event: (i) The Free Equity Amount is less than the Minimum Free Equity Amount; or (ii) The Note Trust Principal Balance is less than the Required Principal Balance (b) The three-month average Portfolio Yield is less than three-month average Base Rate (c) The Note Principal Balance is outstanding beyond the Expected Principal Payment Date IN WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder’s Statement as of the 14th day of August 2005. GE MONEY BANK, as Servicer By: Name: Title: (a) In addition to the representations, warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants and covenants to the Indenture Trustee as follows as of the Closing Date: (1) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Net Swap Receipts in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Issuer. (2) The Net Swap Receipts constitute “general intangibles” within the meaning of the applicable UCC. (3) The Issuer owns and has good and marketable title to the Net Swap Receipts free and clear of any Lien, claim or encumbrance of any Person. (4) There are no consents or approvals required by the terms of the Class A Swap, Class B Swap or Class C Swap for the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture. (5) The Issuer (or the Administrator on behalf of the Issuer) has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Indenture Trustee under the Indenture in the Net Swap Receipts. (6) Other than the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Net Swap Receipts. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Net Swap Receipts, except for the financing statement filed pursuant to the Indenture. (7) Notwithstanding any other provision of the Indenture, the representations and warranties set forth in this Schedule I shall be continuing, and remain in full force and effect, until such time as the Series 2005...

Series Early Amortization Events a. The Free Equity Amount is less than the Minimum Free Equity Amount Free Equity: i. Free Equity Amount ii. Minimum Free Equity Amount iii. Excess Free Equity Amount b. The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance: i. Note Trust Principal Balance ii. Required Principal Balance iii. Excess Principal Balance c. The three-month average Portfolio Yield is less than three-month average Base Rate Portfolio Yield: i. Three month Average Portfolio Yield ii. Three month Average Base Rate iii. Excess Spread over Base Rate d. The Note Principal Balance is outstanding beyond the Expected Principal Payment Date i. Expected Principal Payment Date ii. Current Payment Date

Series Early Amortization Events. 24 Section 6.02. Trustee's Monitoring Obligations.............................................................26 ARTICLE VII MISCELLANEOUS

Series Early Amortization Events. The Rapid Amortization Commencement Date shall occur without any notice or other action on the part of any party hereto if an “Early Amortization Event” under the Base Indenture occurs.

Series Early Amortization Events. 35 SECTION 11. Series 2004-VFC Termination....................................36 SECTION 12. Ratification of Agreement......................................36 SECTION 13. Counterparts...................................................37