Amendments of Section 2 is hereby amended by adding the following definitions in the appropriate alphabetical order:
Amendments of Section 2. (a) The definition of "Investor Servicing Fee" in Section 2 is hereby amended to read as follows:
Amendments of Section 2. 11. Paragraph (d) of Section 2.11 of the Credit Agreement is amended by deleting such paragraph in its entirety and substituting in lieu thereof the following:
Amendments of Section 2. 11. Section 2.11 of the Credit Agreement is amended by adding, before the period at the end of paragraph (c)(i) thereof, the following: provided, further, that in the case of any events described in clause (c) of the definition of the term “Prepayment Event” in respect of the incurrence of Permitted Unsecured Debt, the Borrower shall not be required to prepay Term Borrowings if at the time the aggregate principal amount of outstanding Term Loans is less than $225,000,000 (it being understood that if the outstanding principal amount of Term Loans is not less than $225,000,000, the Borrower shall not be required to prepay Term Borrowings by an amount greater than the amount necessary to reduce the outstanding principal amount of Term Loans below $225,000,000).
Amendments of Section 2. 1.
(a) Section 2.1 of the Agreement is hereby amended by deleting the second sentence of the first paragraph of such section in its entirety and by substituting the words "the prior sentence" for the words "the prior two sentences" in the third sentence of such paragraph.
(b) Section 2.1 of the Agreement is hereby amended by inserting a period after the words "constitute a sale" in the first sentence of the last paragraph of such section and by deleting the remainder of such sentence.
(c) Section 2.1 of the Agreement is hereby amended by adding the following paragraph at the end of such section: To the extent that the Transferor retains any interest in (a) the Collateral Certificate or (b) effective on the Certificate Trust Termination Date, the Receivables created on or after the Certificate Trust Termination Date, the Transferor hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in (y) all of the Transferor's right, title and interest in, to and under the Collateral Certificate, and (b) effective on the Certificate Trust Termination Date, all of the Transferor's right, title and interest in and to the Receivables created on or after the Certificate Trust Termination Date, all monies due or to become due and all amounts received with respect to such Receivables (including Finance Charge Receivables and Recoveries), all proceeds of such Receivables (including Insurance Proceeds) and the Interchange Amount with respect to each Collection Period commencing on or after the Certificate Trust Termination Date (collectively, the "Indenture Collateral"), in each case to secure the performance of all of the obligations of the Transferor under this Agreement, the Indenture, any Indenture Supplement, the Certificate of Trust, the Administration Agreement and the Trust Agreement. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights it has under this Agreement, the Indenture, any Indenture Supplement, the Certificate of Trust, the Administration Agreement and the Trust Agreement. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC as in effect in the State of New York and the UCC as in effect in the State of Delaware.
Amendments of Section 2. 3.
(a) Section 2.3 of the Agreement is hereby amended by deleting the first sentence of such section in its entirety by substituting the following therefor (solely for convenience, changed text is italicized): The Transferor hereby represents and warrants to the Issuer as of the Assumption Date and, with respect to any Series issued after the Assumption Date, as of the date of the related Indenture Supplement and the related Closing Date, unless otherwise stated in such Indenture Supplement, that:
(b) Section 2.3 of the Agreement is hereby amended by deleting paragraph (i) of such section in its entirety and by substituting the following therefor (solely for convenience, changed text is italicized):
Amendments of Section 2. 4.
(a) Section 2.4 of the Agreement is hereby amended by deleting the first sentence of such section in its entirety by substituting the following therefor (solely for convenience, changed text is italicized): The Transferor hereby represents and warrants to the Issuer as of the Assumption Date and, with respect to any Series issued after the Assumption Date, as of the date of the related Indenture Supplement and the related Closing Date, unless otherwise stated in such Indenture Supplement, that:
(b) Section 2.4 of the Agreement is hereby amended by deleting the words "the transfer of the Receivables to the Transferor pursuant to the Receivables Purchase Agreement or" in paragraph (a)(iii)(H) of such section.
(c) Section 2.4 of the Agreement is hereby amended by deleting the fourth sentence of subsection (d)(iii) of such section in its entirety (which sentence reads: "The Transferor shall make such deposit out of funds received by it from the Bank pursuant to Section 6.1 of the Receivables Purchase Agreement.").
(d) Section 2.4 of the Agreement is hereby amended by deleting the fourth sentence of subsection (e) of such section in its entirety (which sentence reads: "The Transferor shall make such deposit out of funds received by it from the Bank pursuant to Section 6.2 of the Receivables Purchase Agreement.").
Amendments of Section 2. 9. Section 2.9 of the Agreement is amended as follows:
(a) The heading of Section 2.9 of the Agreement is amended to read as follows:
Amendments of Section 2. 2.
(a) Section 2.2(m) of the Asset Purchase Agreement is hereby amended to delete the existing Section 2.2(m) in its entirety and to replace such provision with the following:
Amendments of Section 2. 9. Effective as of the Effective Date, Section 2.9 of the Agreement is hereby amended by deleting Section 2.9(d) in its entirety and replacing it with the following new subsection (d) and inserting a new subsection (e) as follows:
