Series Early Amortization Events a. The Free Equity Amount is less than the Minimum Free Equity Amount Free Equity:
i. Free Equity Amount
ii. Minimum Free Equity Amount
iii. Excess Free Equity Amount
b. The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance:
i. Note Trust Principal Balance
ii. Required Principal Balance
iii. Excess Principal Balance
c. The three-month Average Portfolio Yield is less than three-month average Base Rate Portfolio Yield:
i. Three month Average Portfolio Yield ii. Three month Average Base Rate iii. Three Month Average Excess Spread
d. The Note Principal Balance is outstanding beyond the Expected Principal Payment Date
i. Expected Principal Payment Date ii. Current Payment Date
e. Are there any material modifications, extensions or waivers to pool asset terms, fees penalties or payments?
f. Are there any material breaches or pool of assets representations and warranties or covenants?
g. Are there any material changes in criteria used to originate, acquire, or select new pool assets?
h. Has an early amortization event occurred?
Series Early Amortization Events. If an Early Amortization Event or any one of the following events shall occur (each, a "SERIES EARLY AMORTIZATION EVENT"):
(a) any Purchase Agreement shall for any reason cease to be in full force and effect or an Early Termination (as defined therein) shall occur; or
(i) any purchase of any Receivables or other Trust Assets by the Transferor under any Purchase Agreement shall cease to create a valid sale, transfer and assignment to the Transferor of all right, title and interest of the Originator in and to such Trust Assets and the proceeds thereof, or (ii) any Transfer of any Trust Asset on any date shall for any reason cease to create a valid and perfected first priority sale, Transfer and assignment to the Trust of all right, title and interest of the Transferor in and to such Trust Assets and the proceeds thereof or, if such Transfer does not constitute such a sale, Transfer and assignment, cease to create a valid and perfected first priority security interest in such Trust Assets and the proceeds thereof, or (iii) the Investor Certificates delivered hereunder shall for any reason (other than due to the acts or omissions of the Investor Certificateholders) cease to evidence the transfer to the Investor Certificateholders of, or the Investor Certificateholders shall otherwise cease to have, a beneficial interest in a trust owning, or the Trustee on behalf of the Trust having a perfected first priority security interest in, the Trust Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Trust Interests; or SERIES 1997-1 SUPPLEMENT 41
(c) a Servicer Default shall have occurred and be continuing; or
(d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms of the Pooling and Servicing Agreement; or
(e) the Parent shall fail to observe or perform any covenant or agreement (within any applicable cure period) applicable to it contained in the Parent Undertaking Agreement, or the Parent Undertaking Agreement shall cease to be in effect or the Parent shall so assert in writing; or
(f) any material adverse change shall occur in the collectibility of the Receivables taken as a whole (other than as a result of the default of one or more Obligors on the payment thereof) or in the financial condition of the Transferor, the Parent, the Servicer or any Originator, or in the ability of any of them or any Originator to perform its obligations under any Transa...
Series Early Amortization Events a. The Free Equity Amount is less than the Minimum Free Equity Amount Free Equity:
i. Free Equity Amount
ii. Minimum Free Equity Amount
iii. Excess Free Equity Amount
b. The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance:
i. Note Trust Principal Balance
ii. Required Principal Balance
iii. Excess Principal Balance
c. The three-month average Portfolio Yield is less than three-month average Base Rate Portfolio Yield:
i. Three month Average Portfolio Yield ii. Three month Average Base Rate
Series Early Amortization Events. (a) Failure to convey Transferred Receivables in the event:
(i) The Free Equity Amount is less than the Minimum Free Equity Amount; or
(ii) The Note Trust Principal Balance is less than the Required Principal Balance
(b) The three-month average Portfolio Yield is less than three-month average Base Rate
(c) The Note Principal Balance is outstanding beyond the Expected Principal Payment Date
Series Early Amortization Events a. Average Excess Spread Percentage for three consecutive Monthly Periods is less than required Excess Spread Percentage
b. The Outstanding Dollar Principal Amount is outstanding beyond the Scheduled Principal Payment Date
i. Scheduled Final Payment Date
ii. Current Payment Date
c. Has an early amortization event occurred?
Series Early Amortization Events. (a) Failure to convey Transferred Receivables in the event:
(i) The Free Equity Amount is less than the Minimum Free Equity Amount; or
(ii) The Note Trust Principal Balance is less than the Required Principal Balance
(b) The three-month average Portfolio Yield is less than three-month average Base Rate
(c) The Note Principal Balance is outstanding beyond the Expected Principal Payment Date IN WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder’s Statement as of the 14th day of August 2005. GE MONEY BANK, as Servicer By: Name: Title:
(a) In addition to the representations, warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants and covenants to the Indenture Trustee as follows as of the Closing Date:
(1) The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Net Swap Receipts in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Issuer.
(2) The Net Swap Receipts constitute “general intangibles” within the meaning of the applicable UCC.
(3) The Issuer owns and has good and marketable title to the Net Swap Receipts free and clear of any Lien, claim or encumbrance of any Person.
(4) There are no consents or approvals required by the terms of the Class A Swap, Class B Swap or Class C Swap for the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture.
(5) The Issuer (or the Administrator on behalf of the Issuer) has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Indenture Trustee under the Indenture in the Net Swap Receipts.
(6) Other than the pledge of the Net Swap Receipts to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Net Swap Receipts. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Net Swap Receipts, except for the financing statement filed pursuant to the Indenture.
(7) Notwithstanding any other provision of the Indenture, the representations and warranties set forth in this Schedule I shall be continuing, and remain in full force and effect, until such time as the Series 2005...
Series Early Amortization Events. 24 Section 6.02. Trustee's Monitoring Obligations.............................................................26 ARTICLE VII MISCELLANEOUS
Series Early Amortization Events a. The Free Equity Amount is less than the Minimum Free Equity Amount Free Equity:
i. Free Equity Amount
ii. Minimum Free Equity Amount
iii. Excess Free Equity Amount
b. The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal Balance:
i. Note Trust Principal Balance
ii. Required Principal Balance
iii. Excess Principal Balance
c. The three-month Average Portfolio Yield is less than three-month average Base Rate Portfolio Yield:
i. Three month Average Portfolio Yield ii. Three month Average Base Rate iii. Three Month Average Excess Spread
d. The Note Principal Balance is outstanding beyond the Expected Principal Payment Date i. Expected Principal Payment Date
Series Early Amortization Events. If any one of the following events shall occur with respect to the Series [_____] Notes:
(a) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Second Tier Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Second Tier Agreement (excluding matters addressed by clause (i) above), which failure has a material adverse effect on Series [_____] and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series [_____] Notes;
(b) any representation or warranty made by the Transferor in the Second Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or any information contained in an account schedule required to be delivered by the Transferor pursuant to [Section 2.1(c) or Section 2.6(c)] of the Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [_____] Notes, and as a result of which the interests of Series [_____] are materially and adversely affected and continue to be materially and adversely affected for such period; provided, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if Transferor has accepted reassignment of the related Transferred Receivable or Transferred Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement;
(c) a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables in Additional Accounts (or to convey participations) to the Issuer when it is required to convey such Transferred Receivab...
Series Early Amortization Events a. Average Excess Spread Percentage for three consecutive Monthly Periods is less than required Excess Spread Percentage
b. The Outstanding Dollar Principal Amount is outstanding beyond the Scheduled Principal Payment Date
i. Scheduled Final Payment Date
ii. Current Payment Date
c. Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments?
d. Are there any material breaches or pool of assets representations and warranties or covenants?
e. Are there any material changes in criteria used to originate, acquire, or select new pool assets?
f. Has an early amortization event occurred?
