exv4w2



 




EXHIBIT 4.2



SECOND AMENDMENT TO

TRANSFER AND SERVICING AGREEMENT


     THIS SECOND AMENDMENT TO TRANSFER 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 FIRST NATIONAL MASTER
NOTE TRUST, as issuer (“Issuer”) and is acknowledged and accepted by THE BANK OF NEW YORK TRUST
COMPANY, N.A., as successor indenture trustee to The Bank of New York (“Indenture Trustee”) and
consented to by each of the parties executing and delivering a consent and waiver attached hereto
as Exhibit 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 Transfer and
Servicing Agreement dated as of October 24, 2002, among Transferor, Servicer and Issuer, as amended
(the “Transfer and Servicing Agreement”).



RECITALS:




     A. Transferor, Servicer and Issuer are parties to the Transfer and Servicing Agreement.



     B. Transferor, Servicer and Issuer wish to amend the Transfer 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 Issuer
hereby agree as follows:



     Section 1. Amendments.



     (a) Section 3.11 of the Transfer and Servicing Agreement is hereby amended and restated in its
entirety, as follows:




     Section 3.11 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 the 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 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.



2









 






     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
their duties under this Section 3.11.



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



     (c) The Transfer 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.



     (d) The Transfer 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.



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



     Section 4. Limitation of Liability. Notwithstanding any other provision of this Amendment,
this Amendment has been executed and delivered by Wilmington Trust Company, not in its individual
capacity, but solely as Owner Trustee of Issuer, in no event shall Wilmington Trust Company , in
its individual capacity, have any liability with respect of the representations, warranties or
obligations of Issuer hereunder or under any other document, as to all of which recourse shall be
had solely to the assets of Issuer, and for all purposes of this Amendment and each other document,
Owner Trustee (as such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.



[REMAINDER OF THIS PAGE INTENTIONALLY BLANK]




3









 





     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	 	 






 









 





	 	 	 	 	 	 	 	 	 
	 	 	FIRST NATIONAL MASTER NOTE TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: 	 	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/c/ Patricia A. Evans	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Patricia A. Evans	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	Acknowledged and Agreed to:	 	 
	 
	 	 	 	 	 	 
	THE BANK OF NEW YORK TRUST COMPANY, N.A.	 	 
	as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	By:	 	/c/ Corine D. Twin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Corine D. Twin	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 





 









 





EXHIBIT A

TO
SECOND AMENDMENT TO
TRANSFER AND SERVICING AGREEMENT


 









 





SCHEDULE I




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	 	 	Servicing
	 	 	 	 	Applicable	 	Criteria
	 	 	 	 	Servicing	 	For the
	 	 	 	 	Criteria for	 	Indenture
	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
	 	 	 	 	 	 	Servicing
	 	 	 	 	Applicable	 	Criteria
	 	 	 	 	Servicing	 	For the
	 	 	 	 	Criteria for	 	Indenture
	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
	 	X	 	 






S-2









 






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

	 	are resolved within 90 calendar days of their original identification, or such other 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	 	X	 	 






S-3









 






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

	 	card agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	1122(d)(4)(ii)

	 	Credit card accounts and related documents are safeguarded as required by the transaction agreements.
	 	X	 	 
	 
	 	 	 	 	 	 
	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
	 	X	 	 






S-4









 






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

	 	transaction agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	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	 	X	 	 






S-5









 






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

	 	calendar days prior to these dates, or such other number of days specified in the
transaction agreements.	 	 	 	 
	 
	 	 	 	 	 	 
	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

TRANSFER 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 Transfer
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 Transfer and Servicing Agreement. Information under
all other Items of Form 10-D is to be included in the Form 10-D report. All references to
“Trustee” in the table below are references to the Indenture Trustee.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
Enhance-ment)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(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
Enhance-ment)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(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
Noteholders, including proceedings
known to be contemplated by
governmental authorities:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sponsor (Seller)
	 	 	 	 	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Transferor
	 	 	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Trustee
	 	 	 	 	 	 	 	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Issuer
	 	 	 	X	 	 






I-4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 

	 	 	 	 	 	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
Enhance-ment
Provider) 	 	X

(to the extent
there is an
Enhance-ment
Provider)	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

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

(to the extent
there is an
Enhance-ment
 Provider)	 	 X

(to the extent
there is an
Enhance-ment
Provider)	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1115(b) — Derivative
Counterparty Financial
Information*	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Determining current maximum
probable exposure
	 	X

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

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

	 	 	 	 	 	Determining current significance

percentage
	 	X

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

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






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
Counter-party)	 	X

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

	 	 	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









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
Enhance-ment Provider) 	 	X

(to the extent
 there is an
Enhance-ment Provider) 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Requesting required financial

information or effecting

incorporation by reference
	 	X

(to the extent
 there is an
Enhance-ment Provider)	 	X

(to the extent
 there is an
Enhance-ment Provider)	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Item 1115(b) — Derivative
Counterparty Financial
Information	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Determining current maximum

probable exposure
	 	X

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

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






I-8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	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
Certificate holders, 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 Noteholders:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sponsor
	 	 	 	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	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	 	 






I-9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Form	 	Item	 	Description	 	Servicer	 	Transferor	 	Sponsor	 	Trustee
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Credit Enhancer/Support Provider
	 	 	 	X

(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-10











 





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-11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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:


	 	X
	 	X
	 	X
	 	X
	 

	 	 	 	 	 	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)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	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
Noteholders, including the Master
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-12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
Enhance-ment)	 	 	 	 
	 

	 	 	 	 	 	Reg AB disclosure about any new
enhancement provider is also
required.
	 	 	 	X
(to the extent
there is any
Enhance-ment)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	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-13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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-14









 






EXHIBIT C

TO

SECOND AMENDMENT TO

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



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

TRANSFER AND SERVICING AGREEMENT




WAIVER AND CONSENTS