exv4w3



 





EXHIBIT 4.3




SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED POOLING AND SERVICING

AGREEMENT




     THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this
“Amendment”) dated as of October 31, 2007, is made among FIRST NATIONAL FUNDING LLC, in its
capacity as transferor (“Transferor”), FIRST NATIONAL BANK OF OMAHA, as servicer (“Servicer”), and
THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor trustee to The Bank of New York (“Trustee”)
and is consented to by each of the parties executing and delivering a consent and waiver attached
hereto as Exhibit D (collectively, the “Consent Parties”). Capitalized terms used in this
Amendment and not otherwise defined shall have the meanings ascribed to them in or pursuant to the
Second Amended and Restated Pooling and Servicing Agreement dated as of October 24, 2002, among
Transferor, Servicer and Trustee, as amended (the “Pooling and Servicing Agreement”).



RECITALS:




     A. Transferor, Servicer and Trustee are parties to the Pooling and Servicing Agreement.



     B. Transferor, Servicer and Trustee wish to amend the Pooling and Servicing Agreement in
certain respects as set forth herein.



     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Transferor, Servicer and Trustee
hereby agree as follows:



     Section 1. Amendments.



     (a) Section 1.01 of the Pooling and Servicing Agreement is hereby amended by the addition of
defined terms, as follows:



          “Indenture” means the Master Indenture, dated as of October 24, 2002, as amended, between the
Note Trust and The Bank of New York Trust Company, N.A., as successor indenture trustee to The Bank
of New York.




          “Indenture Supplement” means, with respect to any Note Series, a supplement to the Indenture,
executed and delivered in connection with the original issue of such Note Series pursuant to
Section 2.12 of the Indenture, and an amendment to the Indenture executed pursuant to Section 10.01
or 10.02 of the Indenture.




          “Indenture Trustee” means The Bank of New York Trust Company, N.A., as successor indenture
trustee to The Bank of New York pursuant to the Indenture.




          “Note Series” means any series of notes issued pursuant to the Indenture.




 









 








          “Note Trust” means First National Master Note Trust.




          “Notes” means one of the Notes issued by the Note Trust pursuant to the Indenture and an
Indenture Supplement, substantially in the form attached to the related Indenture Supplement.




          “Trust Estate” shall have the meaning specified in the Indenture.




     (b) Article III of the Pooling and Servicing Agreement is hereby amended by the addition of
Section 3.09, as follows:




     Section 3.09. Reports to the Commission. Transferor shall
file, or cause to be filed, with the Commission any periodic reports
required to be filed under the provisions of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (the “Exchange Act”). Transferor shall sign
any certifications required in any filings relating to Notes or the
Trust Estate required under the Exchange Act, including Section 3.02
of the Sarbanes-Oxley Act of 2002. Transferor shall, at its own
expense, cooperate with any reasonable request of Servicer in
connection with such filings. Each of the parties specified on
Exhibit I hereto agrees to cooperate with Servicer and Transferor in
connection with such filings, as specified below.




     a. Form 10-D Reporting. As set forth on Exhibit I hereto,
within 5 calendar days after the Distribution Date of each month
that Transferor is subject to Exchange Act reporting requirements,
the parties set forth thereon shall be required to provide Servicer
and Transferor, to the extent a Responsible Officer of such party
has knowledge, in EDGAR-compatible form, or in such other format as
otherwise agreed upon by Transferor and such party, a notice in the
form of Exhibit J hereto (an “Additional Disclosure Notification”),
together with the form and substance of any additional Form 10-D
disclosure, if any, applicable to such party as specified on Exhibit
I hereto (“Additional Form 10-D Disclosure”). Transferor will
approve, as to form and substance, or disapprove, as the case may
be, the inclusion of such party’s Additional Form 10-D Disclosure
on any Form 10-D required by the Exchange Act.




     b. Form 10-K Reporting. As set forth in Exhibit I hereto, no
later than March 10 of each year that Transferor is subject to the
Exchange Act reporting requirements, commencing in 2008, the parties
set forth thereon shall be required to provide Servicer and
Transferor, to the extent a Responsible Officer of such party has
knowledge, in EDGAR-compatible form, or in such other format as
otherwise agreed upon by Transferor and such party, an Additional
Disclosure Notification in the form of Exhibit



2









 







J hereto, together with the form and substance of any additional
Form 10-K disclosure, if any, applicable to such party as specified
on Exhibit I hereto (“Additional Form 10-K Disclosure”).
Transferor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of such party’s Additional Form 10-K
Disclosure on any Form 10-K required by the Exchange Act.




     c. Form 8-K Reporting. As set forth in Exhibit I hereto, for
as long as Transferor is subject to the Exchange Act reporting
requirements, no later than the close of business (New York City
time) on the second Business Day after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a “Reportable
Event”), the parties set forth thereon shall be required to provide
Servicer and Transferor, to the extent a Responsible Officer of such
party has knowledge, in EDGAR-compatible form, or in such other
format as otherwise agreed upon by Transferor and such party, an
Additional Disclosure Notification in the form of Exhibit J hereto,
together with the form and substance of the additional Form 8-K
disclosure information, if any, applicable to such party as
specified on Exhibit I hereto (“Additional Form 8-K Disclosure”).
Transferor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of such party’s Additional Form 8-K
Disclosure on any Form 8-K required by the Exchange Act.




     d. Obligation of Parties. Each party to this Agreement
acknowledges the importance of timely preparation, execution and
filing of Form 10-Ds, Form 10-Ks and Form 8-Ks and agrees to
strictly observe all applicable deadlines in the performance of its
duties under this Section 3.09.



     (c) Schedule I to Exhibit D-3 to the Pooling and Servicing Agreement is hereby deleted and
replaced, in its entirety, with Schedule I attached hereto as Exhibit A.



     (d) The Pooling and Servicing Agreement is further amended by the addition of Exhibit I, Form
of 10-D, Form 8-K and Form 10-K Reporting Responsibility, a form of which is attached hereto as
Exhibit B.



     (e) The Pooling and Servicing Agreement is further amended by the addition of Exhibit J,
Additional Disclosure Notification, a form of which is attached hereto as Exhibit C.



     Section 2. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.



3









 





     Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE GOVERNING LAW SPECIFIED IN THE POOLING AND SERVICING AGREEMENT.



[REMAINDER OF THIS PAGE INTENTIONALLY BLANK]




4









 








     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written.



	 	 	 	 	 
	 	FIRST NATIONAL FUNDING LLC



By: First National Funding Corporation

       Its Managing Member

 	 
	 	By  	/c/ Karlyn M. Knieriem
 	 
	 	 	Name:  	Karlyn M. Knieriem 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 
	 	FIRST NATIONAL BANK OF OMAHA

 	 
	 	By  	/c/ Timothy D. Hart
 	 
	 	 	Name:  	Timothy D. Hart 	 
	 	 	Title:  	Senior Vice President 	 



 









 







	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST
 COMPANY, N.A., as Trustee

 	 
	 	By:  	/c/ Corine D. Twin
 	 
	 	 	Name:  	Corine D. Twin 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



EXHIBIT A

TO

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT




 









 








SCHEDULE I




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Servicing
	 	 	 	 	Servicing	 	Criteria
	 	 	 	 	Criteria for	 	For the
	Servicing Criteria	 	the Servicer	 	Trustee
	Reference	 	Criteria	 	 	 	 
	 

	 	General Servicing Considerations	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are
instituted to monitor any
performance or other triggers and
events of default in accordance
with the transaction agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing
activities are outsourced to third
parties, policies and procedures
are instituted to monitor the third
party’s performance and compliance
with such servicing activities.
	 	X

(to the extent

there are any

material
 servicing

activities

outsourced to
 third
parties)	 	 
	 
	 	 	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction
agreements to maintain a back-up
servicer for the credit card
receivables are maintained.
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and
omissions policy is in effect on
the party participating in the
servicing function throughout the
reporting period in the amount of
coverage required by and otherwise
in accordance with the terms of the
transaction agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	 

	 	Cash Collection and Administration	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(2)(i)

	 	Payments on credit card receivables
are deposited into the appropriate
custodial bank accounts and related
bank clearing accounts no more than
two business days following
receipt, or such other number of
days specified in the transaction
agreements.
	 	X
	 	X
	 
	 	 	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire
transfer on behalf of an obligor or
to an investor are made only by
authorized personnel.
	 	X
	 	X






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Servicing
	 	 	 	 	Servicing	 	Criteria
	 	 	 	 	Criteria for	 	For the
	Servicing Criteria	 	the Servicer	 	Trustee
	Reference	 	Criteria	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees
regarding collections, cash flows
or distributions, and any interest
or other fees charged for such
advances, are made, reviewed and
approved as specified in the
transaction agreements.
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the
transaction, such as cash reserve
accounts or accounts established as
a form of overcollateralization,
are separately maintained (e.g.,
with respect to commingling of
cash) as set forth in the
transaction agreements.
	 	X
	 	X
	 
	 	 	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is
maintained at a federally insured
depository institution as set forth
in the transaction agreements. For
purposes of this criterion,
“federally insured depository
institution” with respect to a
foreign financial institution means
a foreign financial institution
that meets the requirements of Rule
13k-1(b)(1) under the Securities
Exchange Act of 1934, as amended.
	 	X
	 	X
	 
	 	 	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so
as to prevent unauthorized access.
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts.
These reconciliations (A) are
mathematically accurate; (B) are
prepared within 30 calendar days
after the bank statement cutoff
date, or such other
number of days
specified in the transaction
agreements; (C) are reviewed and
approved by someone other than the
person who prepared the
reconciliation; and (D) contain
explanations for reconciling items.
These reconciling items are
resolved within 90 calendar days of
their original identification, or
such other
	 	X	 	 






S-2









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Servicing
	 	 	 	 	Servicing	 	 Criteria
	 	 	 	 	Criteria for	 	For the
	Servicing Criteria	 	the Servicer	 	Trustee
	Reference	 	Criteria	 	 	 	 
	 

	 	number of days specified
in the transaction agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Investor Remittances and Reporting	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including
those to be filed with the SEC, are
maintained in accordance with the
transaction agreements and
applicable SEC requirements.
Specifically, such reports (A) are
prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide information
calculated in accordance with the
terms specified in the transaction
agreements; (C) are filed with the
SEC as required by its rules and
regulations; and (D) agree with
investors’ or the trustee’s records
as to the total unpaid principal
balance and number of credit card
accounts serviced by the servicer.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the transaction
agreements.
	 	X
	 	X
	 
	 	 	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor
are posted within two business days
to the servicer’s investor records,
or such other number of days
specified in the transaction
agreements.
	 	 	 	X
	 
	 	 	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per
the investor reports agree with
cancelled checks, or other form of
payment, or custodial bank
statements.
	 	 	 	X
	 
	 	 	 	 	 	 
	 

	 	Pool Asset Administration	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on credit
card accounts is maintained as
required by the transaction
agreements or related credit card
agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(ii)

	 	Credit card accounts and related	 	X	 	 






S-3









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Servicing
	 	 	 	 	Servicing	 	 Criteria
	 	 	 	 	Criteria for	 	For the
	Servicing Criteria	 	the Servicer	 	Trustee
	Reference	 	Criteria	 	 	 	 
	 

	 	documents are safeguarded as
required by the transaction
agreements.
	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or
substitutions to the pool are made,
reviewed and approved in accordance
with any conditions or requirements
in the transaction agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on credit card
receivables, including any payoffs,
made in accordance with the related
credit card agreements are posted
to the servicer’s obligor records
maintained no more than two
business days after receipt, or
such other number of days specified
in the transaction agreements, and
allocated to principal, interest or
other items (e.g., escrow) in
accordance with the related credit
card agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(v)

	 	The servicer’s records regarding
the credit card accounts agree with
the servicer’s records with respect
to an obligor’s unpaid principal
balance.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms
or status of an obligor’s credit
card account (e.g. loan
modifications or re-agings) are
made, reviewed and approved by
authorized personnel in accordance
with the transaction agreements and
related credit card agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery actions
(e.g., forbearance plans,
modifications and deeds in lieu of
foreclosure, foreclosures and
repossessions, as applicable) are
initiated, conducted and concluded
in accordance with the timeframes
or other requirements established
by the transaction agreements.
	 	X	 	 






S-4









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Servicing
	 	 	 	 	Servicing	 	 Criteria
	 	 	 	 	Criteria for	 	For the
	Servicing Criteria	 	the Servicer	 	Trustee
	Reference	 	Criteria	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection
efforts are maintained during the
period a credit card account is
delinquent in accordance with the
transaction agreements. Such
records are maintained on at least
a monthly basis, or such other
period specified in the transaction
agreements, and describe the
entity’s activities in monitoring
delinquent credit card accounts
including, for example, phone
calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary
(e.g., illness or unemployment).
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or
rates of return for credit card
accounts with variable rates are
computed based on the related
credit card agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust
for an obligor (such as escrow
accounts): (A) such funds are
analyzed, in accordance with the
obligor’s credit card agreements,
on at least an annual basis, or
such other period specified in the
transaction agreements; (B)
interest on such funds is paid, or
credited, to obligors in accordance
with applicable credit card
agreements and state laws; and (C)
such funds are returned to the
obligor within 30 calendar days of
full repayment of the related
credit card account, or such other
number of days specified in the
transaction agreements.
	 	N/A
	 	N/A
	 
	 	 	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an
obligor (such as tax or insurance
payments) are made on or before the
related penalty or expiration
dates, as indicated on the
appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar days
prior to these dates, or such other
number of days specified in the
transaction agreements.
	 	X	 	 






S-5









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	Applicable	 	Servicing
	 	 	 	 	Servicing	 	 Criteria
	 	 	 	 	Criteria for	 	For the
	Servicing Criteria	 	the Servicer	 	Trustee
	Reference	 	Criteria	 	 	 	 
	 
	1122(d)(4)(xii)

	 	Any late payment penalties in
connection with any payment to be
made on behalf of an obligor are
paid from the servicer’s funds and
not charged to the obligor, unless
the late payment was due to the
obligor’s error or omission.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of an
obligor are posted within two
business days to the obligor’s
records maintained by the servicer,
or such other number of days
specified in the transaction
agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and
uncollectible accounts are
recognized and recorded in
accordance with the transaction
agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other
support, identified in Item
1114(a)(1) through (3) or Item 1115
of Regulation AB, is maintained as
set forth in the transaction
agreements.
	 	X

(to the extent

there is any 

external

enhancement or

other support)	 	 







S-6











 





EXHIBIT B

TO

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT





 









 








EXHIBIT I




FORM 10-D, FORM 8-K AND FORM 10-K




REPORTING RESPONSIBILITY



As to each item described below, the entity indicated as the Responsible Party shall be primarily
responsible for reporting the information to both Servicer and Transferor pursuant to the Pooling
and Servicing Agreement.



Under Item 1 of Form 10-D: a) items marked “monthly statement” are required to be included in the
periodic Monthly Report to Noteholders under Section 5.03 of the applicable Indenture Supplement
provided by Indenture Trustee based on information received from the Servicer and b) items marked
“Form 10-D report” are required to be in the Form 10-D report but not the monthly statement,
provided by the party indicated under the Pooling and Servicing Agreement. Information under all
other Items of Form 10-D is to be included in the Form 10-D report.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10-D
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	1	 	 	Distribution and Pool Performance
Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1121(a) — Distribution and
Pool Performance Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(1) Any applicable record dates,
accrual dates, determination dates
for calculating distributions and
actual Distribution Dates for the
distribution period.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(2) Cash flows received and the
sources thereof for distributions,
fees and expenses (including
portfolio yield).
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(3) Calculated amounts and
distribution of the flow of funds
for the period itemized by type
and priority of payment,
including:
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(i) Fees or expenses accrued and
paid, with an identification of
the general purpose of such fees
and the party receiving such fees
or expenses.
	 	X

(monthly
 statement)	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii) Payments accrued or paid with
respect to enhancement or other
support identified in Item 1114 of
Regulation AB (such as insurance
premiums or other enhancement
maintenance fees), with an
identification of the general
purpose of such payments and the
party receiving such payments.
	 	 	 	X

(to the extent
there is any
Enhancement)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii) Principal, interest and
other distributions accrued and
paid on the asset-backed
securities by type and by class or
series and any principal or
interest shortfalls or carryovers.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(iv) The amount of excess cash
flow or excess spread and the
disposition of excess cash flow.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(4) Beginning and ending principal
balances of the asset-backed
securities.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(5) Interest rates applicable to
the pool assets and the
asset-backed securities, as
applicable.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(6) Beginning and ending balances
of transaction accounts, such as
reserve accounts, and material
account activity during the
period.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(7) Any amounts drawn on any
credit enhancement or other
support identified in Item 1114 of
Regulation AB, as applicable, and
the amount of coverage remaining
under any such enhancement, if
known and applicable.
	 	 	 	X

(to the extent
there is any
Enhancement)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(8) Number and amount of pool
assets at the beginning and ending
of each period, and updated pool
composition information, such as
weighted average coupon, weighted
average remaining term, pool
factors and prepayment amounts.
	 	X

(monthly
 statement)	 	 	 	 	 	 






I-2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(9) Delinquency and loss
information for the period.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	In addition, describe any material
changes to the information
specified in Item 1100(b)(5) of
Regulation AB regarding the pool
assets. (methodology)
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(10) Information on the amount,
terms and general purpose of any
advances made or reimbursed during
the period, including the general
use of funds advanced and the
general source of funds for
reimbursements.
	 	X

(to the extent any
advances have been made)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(11) Any material modifications,
extensions or waivers to pool
asset terms, fees, penalties or
payments during the distribution
period or that have cumulatively
become material over time.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(12) Material breaches of pool
asset representations or
warranties or transaction
covenants.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(13) Information on ratio,
coverage or other tests used for
determining any early
amortization, liquidation or other
performance trigger and whether
the trigger was met.
	 	X

(monthly
 statement)	 	 	 	 	 	 






I-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(14) Information regarding any new
issuance of asset-backed
securities backed by the same
asset pool, any pool asset changes
(other than in connection with a
pool asset converting into cash in
accordance with its terms), such
as additions or removals in
connection with a prefunding or
revolving period and pool asset
substitutions and repurchases (and
purchase rates, if applicable),
and cash flows available for
future purchases, such as the
balances of any prefunding or
revolving accounts, if applicable.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Disclose any material changes in
the solicitation, credit-granting,
underwriting, origination,
acquisition or pool selection
criteria or procedures, as
applicable, used to originate,
acquire or select the new pool
assets.
	 	X

(monthly
 statement)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1121(b) — Pre-Funding or
Revolving Period Information
Updated pool information as
required under Item 1121(b).
	 	X

(monthly statement,
material changes to pool
assets, if any)
	 	X

(changes to
Originators and
Significant
Obligors, if any)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	2	 	 	Legal Proceedings	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1117 — Legal proceedings
pending against the following
entities, or their respective
property, that is material to the
holders of Notes, including
proceedings known to be
contemplated by governmental
authorities:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sponsor (Seller)
	 	 	 	 	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Transferor
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trustee
	 	 	 	 	 	 	 	X






I-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Issuer
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Servicer or other servicer
servicing 20% or more of pool
assets at time of report, other
material servicers (each as to
itself)
	 	X	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Originator of 20% or more of pool
assets as of the Cut-off Date
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	3	 	 	Sales of Securities and Use of
Proceeds	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Provide the information required
by Part II, Item 2 of Form 10-Q.
Regarding information from Item
2(a) of Part II of Form 10-Q:
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	With respect to any sale of
securities by the sponsor,
depositor or issuing entity, that
are backed by the same asset pool
or are otherwise issued by the
issuing entity, whether or not
registered, provide the sales and
use of proceeds information in
Item 701 of Regulation S-K.
Pricing information can be omitted
if securities were not registered.
Also provide the information
required by Item 1113(e) of
Regulation AB.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	4	 	 	Defaults Upon Senior Securities	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Information from Item 3 of Part II
of Form 10-Q:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Report the occurrence of any Event
of Default (after expiration of
any grace period and provision of
any required notice)
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	5	 	 	Submission of Matters to a Vote of
Security Holders	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Information from Item 4 of Part II
of Form 10-Q
	 	 	 	 	 	 	 	X






I-5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	6	 	 	Significant Obligors of Pool Assets	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1112(b) — Significant
Obligor Financial Information*	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	*This information need only be
reported on the Form 10-D for the
distribution period in which
updated information is required
pursuant to the Item.
	 	X
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	7	 	 	Significant Enhancement Provider
Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1114(b)(2) — Credit
Enhancement Provider Financial
Information*


Determining applicable disclosure
threshold
	 	X

(to the extent there is
an Enhancement Provider)
	 	X

(to the extent
there is an
Enhancement
Provider)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	X	 	 	 	 
	 

	 	 	 	 	 	Notifying the applicable party of
the need to request required
financial information or effecting
incorporation by reference
	 	X

(to the extent there is
an Enhancement Provider)
	 	(to the extent
there is an
Enhancement
Provider)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1115(b) — Derivative
Counterparty Financial
Information*	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Determining current maximum
probable exposure
	 	X

(to the extent there is a
Derivative Counterparty)
	 	X

(to the extent
there is a
Derivative
Counterparty)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Determining current significance
percentage
	 	X

(to the extent there is a
Derivative Counterparty)
	 	X

(to the extent
there is a
Derivative
Counterparty)	 	 	 	 






I-6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Notifying the applicable party of
the need to request required
financial information or effecting
incorporation by reference


*This information need only be
reported on the Form 10-D for the
distribution period in which
updated information is required
pursuant to the Items.
	 	X

(to the extent there is a
Derivative Counterparty)
	 	X

(to the extent
there is a
Derivative
Counterparty)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	8	 	 	Other Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Disclose any information required
to be reported on Form 8-K during
the period covered by the Form
10-D but not reported
	 	The Responsible Party
for the applicable

Form 8-K as indicated below.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	9	 	 	Exhibits	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Distribution report
	 	X	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Exhibits required by Item 601 of
Regulation S-K, such as material
agreements
	 	 	 	X	 	 	 	 







I-7











 





ADDITIONAL FORM 10-K DISCLOSURE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	10-K	 	Must be filed within 90 days of the fiscal year end for the registrant.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	9B	 	 	Other Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Disclose any
information
required to be
reported on Form
8-K during the
period since the
last required	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	distribution report
on Form 10-D.	 	The Responsible Party for the applicable Form 8-K as indicated above
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	15	 	 	Exhibits and
Financial Statement
Schedules	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1112(b) —
Significant Obligor
Financial
Information
	 	X
(to the extent
there are any
Significant
Obligors)
	 	X
(to the extent
there are any
Significant
Obligors)
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1114(b)(2) —
Credit Enhancement
Provider	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Determining applicable disclosure threshold
	 	X

(to the extent
there is an
Enhancement
Provider)
	 	X

(to the extent
there is an
Enhancement
Provider)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Requesting required financial information or effecting incorporation by reference
	 	X

(to the extent
there are is an
Enhancement
Provider)
	 	X

(to the extent
there is an
Enhancement
Provider)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





I-8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 

	 	 	 	 	 	Item 1115(b) — Derivative
Counterparty Financial
Information	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	X
	 	X	 	 	 	 
	 

	 	 	 	 	 	Determining current maximum probable exposure
	 	(to the
 extent
there
 is a
Derivative
Counter-
party)
	 	(to the
 extent
there
 is a
Derivative
Counter-
party)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Notifying the applicable party
of the need to request required
financial information or
effecting incorporation by
reference
	 	X

(to the
 extent
there
 is a
Derivative
Counter-
party)
	 	X

(to the
 extent
there
 is a
Derivative
Counter-
party)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1117 — Legal proceedings
pending against the following
entities, or their respective
property, that is material to
holders of Notes, including
proceedings known to be
contemplated by governmental
authorities:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sponsor
	 	 	 	 	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Transferor
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trustee
	 	 	 	 	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Issuer
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Master Servicer, affiliated
Servicer, other Servicer
servicing 20% or more of pool
assets at time of report, other
material servicers (each as to
itself)
	 	X	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Originator of 20% or more of
pool assets as of the Cut-off
Date
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1119 — Affiliations and
relationships between the
following entities, or their
respective affiliates, that are
material to holders of Notes:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sponsor
	 	 	 	 	 	X	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 

	 	 	 	 	 	Transferor
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trustee
	 	 	 	 	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Servicer or other servicer
servicing 20% or more of pool
assets at time of report, other
material servicers (each as to
itself)
	 	X	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Originator
	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	X	 	 	 	 
	 

	 	 	 	 	 	Credit Enhancer/Support Provider
	 	 	 	(to the 
extent
there
 is a Credit
Enhancer/
Support
Provider)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Significant Obligor
	 	X
	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1122 — Assessment of
Compliance with Servicing
Criteria
	 	X
	 	 	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1123 — Servicer
Compliance Statement
	 	X	 	 	 	 	 	 






I-2









 





ADDITIONAL FORM 8-K DISCLOSURE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	8-K	 	Must be filed within 4 business days of an event reportable on Form 8-K.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	1.01	 	Entry into a Material Definitive Agreement	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Disclosure is required regarding entry into or amendment of any definitive
agreement that is material to the securitization, even if depositor is not a party.	 	 	 	 	 	 	 	 
	 
	 	 	 		 	 	 	 	 	 	 	 
	 
	 	 	 	Examples:  servicing agreement,
custodial agreement.

NOTE:  disclosure not required as to definitive agreements that are fully disclosed in the prospectus.	 	X	 	X	 	X
(if Servicer is not a
party)	 	X
(if Servicer is not a party and if Trustee is a party)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	1.02	 	Termination of a Material Definitive Agreement	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Disclosure is required regarding termination of any definitive agreement that is material to the
securitization (other than expiration in accordance with its terms), even if depositor is not a party.

Examples:  servicing agreement, custodial agreement.	 	X	 	X	 	X
(if Servicer is not a party)	 	X
(if Servicer is not a party and Trustee is a party)






I-3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	1.03	 	Bankruptcy or Receivership	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Disclosure is required regarding the bankruptcy or receivership, if known to the Transferor,
with respect to any of the following:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Sponsor (Seller), Transferor, Master Servicer, affiliated Servicer, other Servicer
servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit
enhancer (10% or more), derivatives counterparty, Custodian  (each as to itself)	 	X	 	X	 	X	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	2.04	 	Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Includes an early amortization, performance trigger or other event, including event of
default, that would materially alter the payment priority/distribution  of cashflows/amortization schedule
	 	X	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	3.03	 	Material Modification to Rights of Security Holders	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Disclosure is required of any material modification to documents defining the rights of holders of Notes, including the
Indenture	 	X



	 	X



	 	 	 	X
(if Trustee is a party thereto)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	5.03	 	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Disclosure is required of any amendment “to the governing documents of the issuing entity”	 	X	 	X	 	 	 	 






I-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	5.06	 	Change in Shell Company Status	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	[Not applicable to ABS issuers]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	6.01	 	ABS Informational and Computational Material	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	6.02	 	Change of Servicer, Securities Administrator or Trustee	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated
servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee.	 	X	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Reg AB disclosure about any new servicer (from entity appointing new servicer) or trustee (from Transferor) is also required.	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	6.03	 	Change in Credit Enhancement or Other External Support	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Covers termination of any enhancement in manner other than by its terms, the addition of an
enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives.	 	 	 	X
(to the extent there is any Enhancement)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Reg AB disclosure about any new enhancement provider is also required.	 	 	 	X
(to the extent there is any Enhancement)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	6.04	 	Failure to Make a Required Distribution	 	 	 	 	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	6.05	 	Securities Act Updating Disclosure	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg AB disclosure about the actual assets pool.	 	X	 	X	 	 	 	 






I-5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	If there are any new servicers or originators required to be disclosed under Regulation AB as
a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	7.01	 	Regulation FD Disclosure	 	X	 	X	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	8.01	 	Other Events	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Any event, with respect to which information is not otherwise called for in Form 8-K, that the
registrant deems of importance to security holders.	 	 	 	 	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	9.01	 	Financial Statements and Exhibits	 	The Responsible Party applicable to reportable event.






I-6









 






EXHIBIT C

TO

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT




 









 








EXHIBIT J




ADDITIONAL DISCLOSURE NOTIFICATION




First National Bank of Omaha

1620 Dodge Street, Stop Code 3395

Omaha, Nebraska 68197-3395

Attention: Mr. Timothy D. Hart




First National Funding LLC

c/o First National Bank of Omaha

1620 Dodge Street, Stop Code 3281

Omaha, Nebraska 68197-3281

Attention: Ms. Karlyn M. Knieriem




     Re: **Additional Form [10-D][10-K][8-K] Disclosure**Required




Ladies and Gentlemen:



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



Description of Additional Form [10-D][10-K][8-K] Disclosure:



List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:




Any
inquiries related to this notification should be directed to [               ], phone number :[     ]; email address:[                     ].



	 	 	 	 	 
	 	[NAME OF PARTY],

as [role]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT D

TO

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT




WAIVER AND CONSENTS