Common use of Specification of Required Subordinated Amount and Other Terms Clause in Contracts

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. (b) (i) For the Class B(2003-3) Notes for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to the product of (A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3) Notes on such date, times (B) the sum of: (x) a fraction, the numerator of which is the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes which are Outstanding on that date, for which the Class A Required Subordinated Amount of Class B Notes is greater than zero and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. (ii) If an Early Redemption Event with respect to the Class B(2003-3) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003-3) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the Class B(2003-3) Notes is greater than zero, on any date of determination following any such event, the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes shall be the greater of (i) the amount determined pursuant to subsection 2.02(b)(i) on such date of determination and (ii) the amount determined pursuant to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class B Usage of Class C Required Subordinated Amount exceeded zero.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003B(2002-34) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003B(2002-34) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003B(2002-34) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. . (b) (i) For the Class B(2003B(2002-34) Notes for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to the product 100% of (Ai) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3B(2002-4) Notes on such date, times (B) the sum of: (x) a fraction, the numerator of which is the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes which are Outstanding on that date, for which the Class A Required Subordinated Amount of Class B Notes is greater than zero and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. or (ii) If if an Early Redemption Event with respect to the Class B(2003B(2002-34) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003B(2002-34) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the such tranche of Class B(2003-3) B Notes is greater than zero, on any date the Adjusted Outstanding Dollar Principal Amount of determination following any such event, the Class B Required Subordinated Amount of Class C Notes for the Class B(2003B(2002-34) Notes shall be the greater of (i) the amount determined pursuant to subsection 2.02(b)(i) on such date of determination and (ii) the amount determined pursuant to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class B Usage of Class C Required Subordinated Amount exceeded zero. (c) The Issuer may change the percentage set forth in the preceding sentence without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the MBNAseries that the change in either of such percentages will not result in a Ratings Effect with respect to any Outstanding Class B(2002-4) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003B(2001-32) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003B(2001-32) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003B(2001-32) Notes as of any date will be an amount equal tomeans the sum of the following, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. . (b) (i) For the Class B(2003B(2001-32) Notes for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to the product 100% of (Ai) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3B(2001-2) Notes on such date, times (B) the sum of: (x) a fraction, the numerator of which is the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes which are Outstanding on that date, for which the Class A Required Subordinated Amount of Class B Notes is greater than zero and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. or (ii) If if an Early Redemption Event with respect to the Class B(2003B(2001-32) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003B(2001-32) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the such tranche of Class B(2003-3) B Notes is greater than zero, on any date the Adjusted Outstanding Dollar Principal Amount of determination following any such event, the Class B Required Subordinated Amount of Class C Notes for the Class B(2003B(2001-32) Notes shall be the greater of (i) the amount determined pursuant to subsection 2.02(b)(i) on such date of determination and (ii) the amount determined pursuant to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class B Usage of Class C Required Subordinated Amount exceeded zero. The Issuer may change the percentage set forth in the preceding sentence without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the MBNAseries that the change in either of such percentages will not result in a Ratings Effect with respect to any Outstanding Class B(2001-2) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-32) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-32) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-32) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. . (b) (i) For the Class B(2003-32) Notes for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to the product 100% of (Ai) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3B(2003-2) Notes on such date, times (B) the sum of: (x) a fraction, the numerator of which is the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes which are Outstanding on that date, for which the Class A Required Subordinated Amount of Class B Notes is greater than zero and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. or (ii) If if an Early Redemption Event with respect to the Class B(2003-32) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003-32) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the such tranche of Class B(2003-3) B Notes is greater than zero, on any date of determination following any such event, the Class B Required Subordinated Adjusted Outstanding Dollar Principal Amount of Class C Notes for the Class B(2003-32) Notes shall be the greater of (i) the amount determined pursuant to subsection 2.02(b)(i) on such date of determination and (ii) the amount determined pursuant to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class B Usage of Class C Required Subordinated Amount exceeded zero. (c) The Issuer may change the percentage set forth in the preceding sentence without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the MBNAseries that the change in either of such percentages will not result in a Ratings Effect with respect to any Outstanding Class B(2003-2) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. (b) (i) For the Class B(2003B(2001-31) Notes for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to the product 100% of (Ai) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3B(2001-1) Notes on such date, times (B) the sum of: (x) a fraction, the numerator of which is the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes which are Outstanding on that date, for which the Class A Required Subordinated Amount of Class B Notes is greater than zero and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. or (ii) If if an Early Redemption Event with respect to the Class B(2003B(2001-31) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003B(2001-31) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the such tranche of Class B(2003-3) B Notes is greater than zero, on any date the Adjusted Outstanding Dollar Principal Amount of determination following any such event, the Class B Required Subordinated Amount of Class C Notes for the Class B(2003B(2001-31) Notes shall be the greater of (i) the amount determined pursuant to subsection 2.02(b)(i) on such date of determination and (ii) the amount determined pursuant to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which the Class B Usage of Class C Required Subordinated Amount exceeded zero. The Issuer may change the percentage set forth in the preceding sentence without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the MBNAseries that the change in either of such percentages will not result in a Ratings Effect with respect to any Outstanding Class B(2001-1) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. (b) (i) For the Class B(2003-31) Notes Notes, for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to: (1) for any date of determination prior to the occurrence of a Class B(2003-1) Adverse Event, the product of of (A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3) Notes on such date, times (B1) the sum of: (i) a fraction (x) a fraction, the numerator of which is equal to the aggregate sum of the Class A Required Subordinated Amount of Class C Notes on such date of determination for all tranches outstanding Tranches of ONEseries Class A Notes for which are the Class A Required Subordinated Amount of Class B Notes on such date of determination is greater than zero and (y) the denominator of which is equal to the Adjusted Outstanding Dollar Principal Amount on that datesuch date of determination of all outstanding ONEseries Class B Notes (including the Class B(2003-1) Notes), and (ii) the product of (x) 7.81671% and (y) a fraction (A) the numerator of which is equal to (1) the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding ONEseries Class B Notes (including the Class B(2003-1) Notes) minus (2) the Class A Required Subordinated Amount of Class B Notes on such date of determination for all outstanding Tranches of ONEseries Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is greater than zero; provided, however, that such numerator shall not be less than zero and (B) the denominator of which is equal to the aggregate Adjusted Outstanding Dollar Principal Amount for on such date of determination of all tranches of outstanding ONEseries Class B Notes (including the Class B(2003-31) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times ), and (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches on such date of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date. (ii) If an Early Redemption Event with respect to the Class B(2003-3) Notes shall have occurred, if an Event of Default and acceleration determination of the Class B(2003-31) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount Notes; and (2) for the Class B(2003-3) Notes is greater than zero, on any date of determination following any such event, on and after the Class B Required Subordinated Amount of Class C Notes for the date on which a Class B(2003-31) Notes Adverse Event shall be have occurred, the greater of (i1) the amount determined pursuant to in subsection 2.02(b)(i2.2(a) on for such date of determination and (ii2) the amount determined pursuant in subsection 2.2(a) for the date immediately prior to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which such Class B(2003-1) Adverse Event shall have occurred. The Issuer may change the percentage set forth in subsection 2.2(a)(1)(ii)(x), above, or the formula set forth in clause (a), above, without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the ONEseries that the change in such percentage or formula will not result in a Ratings Effect with respect to any Outstanding Class B Usage of Class C Required Subordinated Amount exceeded zeroB(2003-1) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. (b) (i) For the Class B(2003B(2004-31) Notes Notes, for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to: (1) for any date of determination prior to the occurrence of a Class B(2004-1) Adverse Event, the product of of (A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3) Notes on such date, times (B1) the sum of: (i) a fraction (x) a fraction, the numerator of which is equal to the aggregate sum of the Class A Required Subordinated Amount of Class C Notes on such date of determination for all tranches outstanding Tranches of ONEseries Class A Notes for which are the Class A Required Subordinated Amount of Class B Notes on such date of determination is greater than zero and (y) the denominator of which is equal to the Adjusted Outstanding Dollar Principal Amount on that datesuch date of determination of all outstanding ONEseries Class B Notes (including the Class B(2004-1) Notes), and (ii) the product of (x) 7.81671% and (y) a fraction (A) the numerator of which is equal to (1) the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding ONEseries Class B Notes (including the Class B(2004-1) Notes) minus (2) the Class A Required Subordinated Amount of Class B Notes on such date of determination for all outstanding Tranches of ONEseries Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is greater than zero; provided, however, that such numerator shall not be less than zero and (B) the denominator of which is equal to the aggregate Adjusted Outstanding Dollar Principal Amount for on such date of determination of all tranches of outstanding ONEseries Class B Notes (including the Class B(2003B(2004-31) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times ), and (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches on such date of Class B Notes (including determination of the Class B(2003B(2004-31) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date.; and (ii2) If an Early Redemption for any date of determination on and after the date on which a Class B(2004-1) Adverse Event with respect to the Class B(2003-3) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003-3) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the Class B(2003-3) Notes is greater than zero, on any date of determination following any such event, the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes shall be the greater of (i1) the amount determined pursuant to in subsection 2.02(b)(i2.2(a) on for such date of determination and (ii2) the amount determined pursuant in subsection 2.2(a) for the date immediately prior to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which such Class B(2004-1) Adverse Event shall have occurred. The Issuer may change the percentage set forth in subsection 2.2(a)(1)(ii)(x), above, or the formula set forth in clause (a), above, without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the ONEseries that the change in such percentage or formula will not result in a Ratings Effect with respect to any Outstanding Class B Usage of Class C Required Subordinated Amount exceeded zeroB(2004-1) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

Specification of Required Subordinated Amount and Other Terms. (a) Notwithstanding any provision of Section 2.03 of the Indenture Supplement to the contrary, on any date of determination, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes shall be at least equal to the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes. For purposes of this clause, the available subordinated amount of Class C Notes for the Class B(2003-3) Notes as of any date will be an amount equal to, after giving effect to any issuances, deposits, allocations, reallocations or payments to be made on that date: (i) the aggregate Nominal Liquidation Amount of all tranches of Class C Notes which are Outstanding on that date; minus (ii) the sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes for all other tranches of Class B Notes which are Outstanding on that date plus (B) the aggregate Class A Required Subordinated Amount of Class C Notes for all tranches of Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is equal to zero which are Outstanding on that date. (b) (i) For the Class B(2003-3B(200_-_) Notes Notes, for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an amount equal to: (a) for any date of determination prior to the occurrence of a Class B(200_-_) Adverse Event, the product of of (A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2003- 3) Notes on such date, times (B1) the sum of: (i) a fraction (x) a fraction, the numerator of which is equal to the aggregate sum of the Class A Required Subordinated Amount of Class C Notes on such date of determination for all tranches outstanding Tranches of ONEseries Class A Notes for which are the Class A Required Subordinated Amount of Class B Notes on such date of determination is greater than zero and (y) the denominator of which is equal to the Adjusted Outstanding Dollar Principal Amount on that datesuch date of determination of all outstanding ONEseries Class B Notes (including the Class B(200_-_) Notes), and (ii) the product of (x) [ ]% and (y) a fraction (A) the numerator of which is equal to (1) the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding ONEseries Class B Notes (including the Class B(200_-_) Notes) minus (2) the Class A Required Subordinated Amount of Class B Notes on such date of determination for all outstanding Tranches of ONEseries Class A Notes for which the Class A Required Subordinated Amount of Class B Notes is greater than zero; provided, however, that such numerator shall not be less than zero and (B) the denominator of which is equal to the aggregate Adjusted Outstanding Dollar Principal Amount for on such date of determination of all tranches of outstanding ONEseries Class B Notes (including the Class B(2003-3B(200_-_) Notes) which are Outstanding on that date; plus (y) the product of: (1) 8.10811%; times ), and (2) a fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches on such date of Class B Notes (including determination of the Class B(2003-3B(200_-_) Notes) which are Outstanding on that date minus the aggregate Class A Required Subordinated Amount of Class B Notes for all tranches of Class A Notes which are Outstanding on that date, and the denominator of which is the aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes (including the Class B(2003-3) Notes) which are Outstanding on that date.; and (iib) If an Early Redemption for any date of determination on and after the date on which a Class B(200_-_) Adverse Event with respect to the Class B(2003-3) Notes shall have occurred, if an Event of Default and acceleration of the Class B(2003-3) Notes shall have occurred or if the Class B Usage of the Class C Required Subordinated Amount for the Class B(2003-3) Notes is greater than zero, on any date of determination following any such event, the Class B Required Subordinated Amount of Class C Notes for the Class B(2003-3) Notes shall be the greater of (i1) the amount determined pursuant to in subsection 2.02(b)(i2.2(a) on for such date of determination and (ii2) the amount determined pursuant in subsection 2.2(a) for the date immediately prior to subsection 2.02(b)(i) as of close of business on the day immediately preceding the occurrence of such Early Redemption Event, such Event of Default and acceleration or the date on which such Class B(200_-_) Adverse Event shall have occurred. The Issuer may change the percentage set forth in subsection 2.2(a)(1)(ii)(x), above, or the formula set forth in clause (a), above, without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the ONEseries that the change in such percentage or formula will not result in a Ratings Effect with respect to any Outstanding Class B Usage of Class C Required Subordinated Amount exceeded zeroB(200_-_) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.