SERIES 2009-3 INDENTURE SUPPLEMENT Dated as of August 13, 2009 to MASTER INDENTURE Dated as of October 24, 2002

Exhibit 4.1

EXECUTION COPY

SERIES 2009-3 INDENTURE SUPPLEMENT
Dated as of August 13, 2009

to

MASTER INDENTURE
Dated as of October 24, 2002

FIRST NATIONAL MASTER NOTE TRUST ,
Issuer,

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ,
Indenture Trustee on behalf of the Noteholders

FIRST NATIONAL MASTER NOTE TRUST

TABLE OF CONTENTS

SERIES 2009-3 INDENTURE SUPPLEMENT

      SERIES 2009-3 INDENTURE SUPPLEMENT , dated as of August 13, 2009 (the “Indenture Supplement”), between FIRST NATIONAL MASTER NOTE TRUST , a statutory trust organized and existing under the laws of the State of Delaware (herein, “Issuer” or the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, duly organized and existing under the laws of the United States, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Master Indenture referred to below, “Indenture Trustee”) under the Master Indenture, dated as of October 24, 2002, and amended by the First Amendment to Master Indenture, dated as of November 17, 2003 (as amended, the “Indenture”), between Issuer and Indenture Trustee.

     Pursuant to Section 2.11 of the Indenture, Transferor may direct Issuer to issue one or more Series of Notes. The Principal Terms of this Series are set forth in this Indenture Supplement to the Indenture.

ARTICLE I

CREATION OF THE SERIES 2009-3 NOTES

     There is hereby created and designated a Series of Notes to be issued pursuant to the Indenture and this Indenture Supplement to be known as “First National Master Note Trust, Series 2009-3” or the “Series 2009-3 Notes.” The Series 2009-3 Notes shall be issued in four Classes, known as the “Class A Asset Backed Notes, Series 2009-3,” the “Class B Asset Backed Notes, Series 2009-3,” the “Class C Asset Backed Notes, Series 2009-3” and the “Class D Asset Backed Notes, Series 2009-3”; provided, however, with respect to Section 2.11(b)(vi) of the Indenture and the Tax Opinion specified therein, clause (d) of the defined term “Tax Opinion” shall not be a condition precedent to the issuance of the “Class B Asset Backed Notes, Series 2009-3,” “Class C Asset Backed Notes, Series 2009-3” or “Class D Asset Backed Notes, Series 2009-3.”

     Series 2009-3 shall be included in Group One and shall be a Principal Sharing Series. Series 2009-3 shall be an Excess Allocation Series with respect to Group One only. Series 2009-3 shall not be subordinated to any other Series. Series 2009-3 shall not be a Paired Series.

ARTICLE II

DEFINITIONS

     Whenever used in this Indenture Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and the masculine as well as the feminine and neuter genders of such terms.

     “ Accumulation Period ” means, unless a Pay Out Event shall have occurred prior thereto, the period commencing at the opening of business on the Controlled Accumulation Date and ending on the first to occur of (a) the commencement of the Rapid Amortization Period and (b) the Series Termination Date.

     “ Accumulation Period Length ” is defined in Section 4.13.

     “ Accumulation Shortfall ” means (a) for the first Distribution Date during the Accumulation Period, zero; and (b) thereafter, for any Distribution Date during the Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Distribution Date over the amount deposited into the Principal Accumulation Account pursuant to subsection 4.04(c)(i) for the previous Distribution Date.

     “ Allocation Percentage ” means, with respect to any Monthly Period, the percentage equivalent of a fraction:

     (a) the numerator of which shall be equal to:

     (i) for Principal Collections during the Revolving Period, and for Finance Charge Collections during the Revolving Period and the Accumulation Period, and for Default Amounts at any time, the Collateral Amount at the end of the last day of the prior Monthly Period (or, in the case of the Monthly Period in which the Closing Date occurs, on the Closing Date); or

     (ii) for Finance Charge Collections during the Rapid Amortization Period and for Principal Collections during the Rapid Amortization Period and the Accumulation Period, the Collateral Amount at the end of the last day of the Revolving Period, or, with respect to Finance Charge Collections, if later, at the end of the last day of the Accumulation Period;

provided, however, that prior to the occurrence of a Pay Out Event Transferor may, by written notice to Indenture Trustee, Servicer and each Rating Agency, reduce the numerator used for purposes of allocating Principal Collections and Finance Charge Collections to Series 2009-3 at any time if (x) the Rating Agency Condition shall have been satisfied with respect to such reduction and (y) Transferor shall have delivered to Indenture Trustee an Officer’s Certificate to the effect that, based on the facts known to such officer at that time, in the reasonable belief of Transferor, such designation will not cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would cause a Pay Out Event to occur with respect to Series 2009-3; and provided, further, that Transferor may designate that the numerator for Finance Charge Collections during the Rapid Amortization Period will be the Collateral Amount at the end of the last day of the prior Monthly Period by notice to Servicer and Indenture Trustee, if the Rating Agency Condition has been met; and

     (b) the denominator of which shall be the greater of (x) the Aggregate Principal Balance determined as of the close of business on the last day of the prior Monthly Period and (y) the sum of the numerators used to calculate the allocation percentages for allocations with respect to Finance Charge Collections, Principal

Collections or Default Amounts, as applicable, for all outstanding Series on such date of determination; provided, that if one or more Reset Dates occur in a Monthly Period, the denominator of the Allocation Percentage for the portion of the Monthly Period falling on and after such Reset Date and prior to any subsequent Reset Date will be recalculated for such period using amounts determined as of the close of business on the subject Reset Date.

     “ Available Finance Charge Collections ” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Finance Charge Collections for such Monthly Period, plus (b) the Excess Finance Charge Collections allocated to Series 2009-3 for such Monthly Period, plus (c) Principal Accumulation Investment Earnings, if any, with respect to the related Transfer Date, plus (d) amounts on deposit in the Reserve Account and Spread Account deposited into the Finance Charge Account on the related Transfer Date to be treated as Available Finance Charge Collections pursuant to subsections 4.10(b) or (d) and 4.11(g).

     “ Available Principal Collections ” means, for any Monthly Period, an amount equal to the sum of (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.06 are required to be applied on the related Distribution Date, plus (c) any Excess Principal Collections allocated from other Series to Series 2009-3 for such Monthly Period, plus (d) the aggregate amount to be treated as Available Principal Collections pursuant to subsections 4.04(a)(vi) and (vii) for the related Distribution Date.

     “ Available Reserve Account Amount ” means, for any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account (including Investment Earnings to the extent retained in the Reserve Account pursuant to subsection 4.10(b) on such date or any prior Transfer Date, and before giving effect to any deposit to or withdrawal from the Reserve Account made or to be made on such date) and (b) the Required Reserve Account Amount for such Transfer Date.

     “ Available Spread Account Amount ” means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the Spread Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the Spread Account made or to be made with respect to such date) and (b) the Required Spread Account Amount, in each case on such Transfer Date.

     “ Base Rate ” means, for any Monthly Period, the annualized percentage equivalent of a fraction, (a) the numerator of which is equal to the sum of (i) the Monthly Interest and (ii) the Noteholder Servicing Fee (calculated by assuming that Interchange allocated to Series 2009-3 equals or exceeds Servicer Interchange for such Monthly Period), each with respect to the related Distribution Date, and (b) the denominator of which is the Collateral Amount plus amounts on deposit in the Principal Accumulation Account as of the first day of such Monthly Period.

     “ Class A Default Interest ” is defined in subsection 4.02(a).

     “ Class A Interest Shortfall ” is defined in subsection 4.02(a).

     “ Class A Monthly Interest Payment ” is defined in subsection 4.02(a).

     “ Class A Note Initial Principal Balance ” means $525,000,000.

     “ Class A Note Interest Rate ” means a per annum rate of 1.35% in excess of LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class A Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class A Noteholders on or prior to such date.

     “ Class A Noteholder ” means the Person in whose name a Class A Note is registered in the Note Register.

     “ Class A Notes ” means any one of the Notes executed by Issuer and authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-1.

     “ Class A Required Amount ” means, for any Distribution Date, an amount equal to the excess of the amount described in subsection 4.04(a)(i) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a).

     “ Class B Default Interest ” is defined in subsection 4.02(b).

     “ Class B Interest Shortfall ” is defined in subsection 4.02(b).

     “ Class B Monthly Interest Payment ” is defined in subsection 4.02(b).

     “ Class B Note Initial Principal Balance ” means $98,438,000.

     “ Class B Note Interest Rate ” means a per annum rate equal to LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class B Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class B Noteholders on or prior to such date.

     “ Class B Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of the date hereof, by and among the Indenture Trustee, the Transferor, the Servicer and the Class B Noteholder (or Class B Noteholders) pursuant to which the Class B Noteholder (or Class B Noteholders) agreed to purchase the Class B Notes, as such agreement may be amended, amended and restated, or otherwise modified.

     “ Class B Noteholder ” means the Person in whose name a Class B Note is registered in the Note Register.

     “ Class B Notes ” means any one of the Notes executed by Issuer and authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-2.

     “ Class B Required Amount ” means, for any Distribution Date, an amount equal to the excess of the amount described in subsection 4.04(a)(ii) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a).

     “ Class C Default Interest ” is defined in subsection 4.02(c).

     “ Class C Interest Shortfall ” is defined in subsection 4.02(c).

     “ Class C Monthly Interest Payment ” is defined in subsection 4.02(c).

     “ Class C Note Initial Principal Balance ” means $43,174,000.

     “ Class C Note Interest Rate ” means a per annum rate equal to LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class C Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class C Noteholders on or prior to such date.

     “ Class C Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of the date hereof, by and among the Indenture Trustee, the Transferor, the Servicer and the Class C Noteholder (or Class C Noteholders) pursuant to which the Class C Noteholder (or Class C Noteholders) agreed to purchase the Class C Notes, as such agreement may be amended, amended and restated, or otherwise modified.

     “ Class C Noteholder ” means the Person in whose name a Class C Note is registered in the Note Register.

     “ Class C Notes ” means any one of the Notes executed by Issuer and authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-3.

     “ Class C Required Amount ” means, for any Distribution Date, an amount equal to the excess of the amount described in subsection 4.04(a)(iv) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a).

     “ Class D Default Interest ” is defined in subsection 4.02(d).

     “ Class D Interest Shortfall ” is defined in subsection 4.02(d).

     “ Class D Monthly Interest Payment ” is defined in subsection 4.02(d).

     “ Class D Note Initial Principal Balance ” means $24,178,000.

     “ Class D Note Interest Rate ” means a per annum rate equal to LIBOR as determined on the LIBOR Determination Date for the applicable Interest Period.

     “ Class D Note Principal Balance ” means, on any date of determination, an amount equal to (a) the Class D Note Initial Principal Balance, minus (b) the aggregate amount of principal payments made to Class D Noteholders on or prior to such date.

     “ Class D Note Purchase Agreement ” means that certain Note Purchase Agreement, dated as of the date hereof, by and among the Indenture Trustee, the Transferor, the Servicer and the Class D Noteholder (or Class D Noteholders) pursuant to which the Class D Noteholder (or Class D Noteholders) agreed to purchase the Class D Notes, as such agreement may be amended, amended and restated, or otherwise modified.

     “ Class D Noteholder ” means the Person in whose name a Class D Note is registered in the Note Register.

     “ Class D Notes ” means any one of the Notes executed by Issuer and authenticated by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-4.

     “ Closing Date ” means August 13, 2009.

     “ Collateral Amount ” means, as of any date of determination, an amount equal to the result of (a) the Initial Collateral Amount, minus (b) the amount of principal previously paid to the Series 2009-3 Noteholders (other than any principal payments made from funds on deposit in the Spread Account), minus (c) the balance on deposit in the Principal Accumulation Account, minus (d) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over the reimbursements of such amounts pursuant to subsection 4.04(a)(vii) prior to such date.

     “ Controlled Accumulation Amount ” means, (a) for any Transfer Date with respect to the Accumulation Period an amount equal to one-twelfth of the Collateral Amount at the end of the Revolving Period; provided, however, that if the Accumulation Period Length is determined to be less than twelve (12) months pursuant to Section 4.13 or 4.14, the Controlled Accumulation Amount shall be equal to (i) the Initial Collateral Amount divided by (ii) the Accumulation Period Length; provided, further, that the Controlled Accumulation Amount for any Transfer Date shall not exceed the Note Principal Balance minus any amount already on deposit in the Principal Accumulation Account on such Transfer Date.

     “ Controlled Accumulation Date ” means July 1, 2011, or such later date as is determined in accordance with Sections 4.13 and 4.14.

     “ Controlled Deposit Amount ” means, for any Transfer Date with respect to the Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Transfer Date and any existing Accumulation Shortfall.

     “ Covered Amount ” means an amount, determined as of each Transfer Date for any Interest Period, equal to the sum of (a) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360, times (ii) the Class A Note Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account up to the Class A Note Principal Balance as of the Record Date preceding such Transfer Date, plus (b) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360, times (ii) the Class B Note Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account in excess of the Class A Principal Balance as of the Record Date preceding such Transfer Date up

to the Class B Principal Balance as of the Record Date preceding such Transfer Date, plus (c) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360, times (ii) the Class C Note Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account in excess of the sum of the Class A Principal Balance and the Class B Principal Balance as of the Record Date preceding such Transfer Date plus (d) the product of (i) a fraction the numerator of which is the actual number of days in such Interest Period and the denominator of which is 360, times (ii) the Class D Note Interest Rate in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Accumulation Account in excess of the sum of the Class A Principal Balance, Class B Principal Balance and the Class C Principal Balance as of the Record Date preceding such Transfer Date

     “ Default Amount ” means, with respect to any Transfer Date, the aggregate amount of Principal Receivables (other than Ineligible Receivables) in Accounts which became Defaulted Accounts during the Related Monthly Period.

     “ Default Interest ” means, for any Distribution Date, an amount equal to the sum of the Class A Default Interest, the Class B Default Interest, the Class C Default Interest and the Class D Default Interest for such Distribution Date.

     “ Designated Maturity ” means, for any LIBOR Determination Date, one month; provided that LIBOR for the initial Interest Period will be determined by straight-line interpolation (based on the actual number of days in the initial Interest Period) between two rates determined in accordance with the definition of LIBOR, one of which will be determined for a Designated Maturity of one month and the other of which will be determined for a Designated Maturity of two months.

     “ Dilution ” means any downward adjustment made by Servicer in the amount of any Receivable (a) because of a rebate, refund, unauthorized charge, fraudulent or counterfeit charge or billing error to an Obligor, (b) because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, (c) because of a credit pursuant to a debt cancellation or debt deferral program which is not recovered from Collections or from Insurance Proceeds or (d) for any other reason other than receiving Collections therefor or charging off such amount as uncollectible.

     “ Distribution Account ” is defined in subsection 4.09(a).

     “ Distribution Date ” means September 15, 2009 and the 15 ^th day of each calendar month thereafter, or if such 15 ^th day is not a Business Day, the next succeeding Business Day.

     “ Excess Servicing Fee ” means, for each Distribution Date following a Servicer Default and the appointment of a Successor Servicer, an amount equal to one-twelfth of the product of the Collateral Amount as of the last day of the preceding Monthly Period and the excess of the market rate servicing fee percentage determined by Indenture Trustee over the Series Servicing Fee Percentage plus, if the Indenture Trustee is the Successor Servicer, an amount equal to the amount of the reduction to the applicable Noteholder Servicing Fee pursuant to the second proviso in Section 3.01 which is attributable to the fact that Interchange included in Finance

Charge Collections for the Related Monthly Period and allocated to Series 2009-3 is less than Servicer Interchange for such Monthly Period. Indenture Trustee may determine the market rate servicing fee percentage by soliciting three or more written bids from qualified successor servicers and averaging the rates offered in the bids.

     “ Expected Principal Payment Date ” means July 16, 2012.

     “ Finance Charge Account ” is defined in subsection 4.09(a).

     “ Finance Charge Collections ” means Collections of Finance Charge Receivables.

     “ Finance Charge Shortfall ” means, for any Distribution Date and the related Transfer Date, an amount equal to the excess, if any, of (a) the full amount required to be deposited or distributed, without duplication, pursuant to subsections 4.04(a)(i) through (xiii) on such dates over (b) amounts available for such deposits and distributions from the Available Finance Charge Collections for the Related Monthly Period (excluding any portion thereof attributable to Excess Finance Charge Collections).

     “ Fitch ” means Fitch, Inc., or any successor that is a nationally recognized statistical rating organization.

     “ Foreign Account ” means an Account, which as of July 31, 1995 (or, with respect to Additional Accounts, as of the relevant Addition Date) was an Eligible Account, but subsequent to such date the Obligor of which has provided, as its most recent billing address, an address which is not located in the United States or its territories or possessions.

     “ Group One ” means Series 2009-3 and each other Series specified in the related Indenture Supplement to be included in Group One.

     “ Initial Collateral Amount ” means $690,790,000.

     “ Interest Period ” means, for any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date (or, in the case of the first Interest Period, to but excluding September 15, 2009).

     “ Investment Earnings ” means, for any Transfer Date (and the related Distribution Date), all interest and earnings on Permitted Investments included in the applicable Series Account (net of losses and investment expenses) during the period commencing on and including the Transfer Date immediately preceding such Transfer Date and ending on but excluding such Transfer Date.

     “ Investor Charge-Offs ” is defined in Section 4.05.

     “ Investor Default Amount ” means, with respect to any Monthly Period, an amount equal to the product of (a) the Default Amount for such Monthly Period and (b) the Allocation Percentage for Default Amounts for such Monthly Period.

     “ Investor Finance Charge Collections ” means, with respect to any Date of Processing, an amount equal to the product of (a) the Allocation Percentage for such Date of Processing and (b) Finance Charge Collections received on such date and, with respect to any Monthly Period, the aggregate of such sums for each Date of Processing in such Monthly Period.

     “ Investor Principal Collections ” means, with respect to any Date of Processing, an amount equal to the product of (a) the Allocation Percentage for such Date of Processing and (b) Principal Collections received on such Date of Processing and, with respect to any Monthly Period, the aggregate of such sums for each Date of Processing in such Monthly Period.

     “ LIBOR ” means, for any Interest Period, an interest rate per annum for such Interest Period determined by Indenture Trustee in accordance with the provisions of Section 4.15.

     “ LIBOR Determination Date ” means (i) August 11, 2009 for the first Interest Period and (ii) the second London Business Day prior to the commencement of the second and each subsequent Interest Period.

     “ London Business Day ” means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

     “ Monthly Interest ” means, for any Distribution Date, the sum of the Class A Monthly Interest Payment, the Class B Monthly Interest Payment, the Class C Monthly Interest Payment and the Class D Monthly Interest Payment for such Distribution Date.

     “ Monthly Period ” means the period from and including the first day of the calendar month preceding a related Distribution Date to and including the last day of such calendar month; provided that the Monthly Period related to the September 15, 2009 Distribution Date shall mean the period from and including the Closing Date to and including August 31, 2009.

     “ Monthly Principal ” is defined in Section 4.03.

     “ Monthly Principal Reallocation Amount ” means, for any Monthly Period, an amount equal to the sum of:

(a) the lower of (i) the Class A Required Amount and (ii) the greater of (A)(x) the product of (I) 24.00% and (II) the Initial Collateral Amount minus (y) the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the Related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Distribution Date) and (B) zero; and

(b) the lower of (i) the sum of the Class B Required Amount and the Servicing Fee Required Amount and (ii) the greater of (A)(x) the product of (I) 9.75% and (II) the Initial Collateral Amount minus (y) the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the Related Monthly Period) and unreimbursed Reallocated Principal Collections (as of the previous Distribution Date) and any amount as determined pursuant to clause (a) above and (B) zero; and

(c) the lower of (i) the Class C Required Amount and (ii) the greater of (A)(x) the product of (I) 3.50% and (II) the initial Collateral Amount minus (y) the amount of unreimbursed Investor Charge-Offs (after giving effect to Investor Charge-Offs for the Related Monthly Period), unreimbursed Reallocated Principal Collections (as of the previous Distribution Date) and any amounts determined pursuant to clauses (a) and (b) above and (B) zero.

     “ Net Yield ” means, with respect to any Monthly Period, Portfolio Yield with respect to such Monthly Period minus the Base Rate with respect to such Monthly Period.

     “ Note Principal Balance ” means, on any date of determination, an amount equal to the sum of the Class A Note Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance and the Class D Note Principal Balance or, with respect to a particular Class, the Class A Note Principal Balance, the Class B Note Principal Balance, the Class C Note Principal Balance or the Class D Note Principal Balance.

     “ Note Purchase Agreement ” means the Class B Note Purchase Agreement, the Class C Note Purchase Agreement or the Class D Note Purchase Agreement, as applicable.

     “ Noteholder Servicing Fee ” is defined in Section 3.01.

     “ Paired Series ” means a Series that has been paired with Series 2009-3 (which Series may be prefunded or partially prefunded or may be a Variable Interest) such that a reduction of the Collateral Amount results in (or permits) an increase of the collateral amount of the Paired Series.

     “ Permitted Investments ” is defined in Annex A to the Indenture.

     “ Portfolio Yield ” means, for any Monthly Period, the annualized percentage equivalent of a fraction, (a) the numerator of which is equal to (i) the Available Finance Charge Collections (excluding any Excess Finance Charge Collections and any amounts withdrawn from the Spread Account, except that Excess Finance Charge Collections from other Series applied for the benefit of Series 2009-3 Notes may be included if the Rating Agency Condition is met), minus (ii) the Investor Default Amount and the Uncovered Dilution Amount for such Monthly Period and (b) the denominator of which is the Collateral Amount plus amounts on deposit in the Principal Accumulation Account as of the first day of such Monthly Period.

     “ Principal Account ” is defined in subsection 4.09(a).

     “ Principal Accumulation Account ” is defined in subsection 4.09(a).

     “ Principal Accumulation Account Balance ” means, for any date of determination, the principal amount, if any, on deposit in the Principal Accumulation Account on such date of determination.

     “ Principal Accumulation Investment Earnings ” means, with respect to each Transfer Date, the Investment Earnings, if any, on funds in the Principal Accumulation Account.

     “ Principal Collections ” means Collections of Principal Receivables.

     “ Principal Shortfall ” means (a) for any Distribution Date (and related Transfer Date), with respect to the Revolving Period, zero, (b) for any Distribution Date (and related Transfer Date), with respect to the Accumulation Period, an amount equal to the excess, if any, of the Controlled Deposit Amount with respect to such date over the amount of Available Principal Collections for the Related Monthly Period (excluding any portion thereof attributable to Excess Principal Collections) and (c) for any Distribution Date (and related Transfer Date), with respect to the Rapid Amortization Period, an amount equal to the excess, if any, of the Collateral Amount with respect to such Transfer Date over the amount of Available Principal Collections for the Related Monthly Period (excluding any portion thereof attributable to Excess Principal Collections).

     “ QIB ” means a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

     “ Qualified Maturity Agreement ” means an agreement in which a Qualified Maturity Agreement Institution agrees to make a deposit into the Principal Accumulation Account on or before the Expected Principal Payment Date in an amount equal to the initial Note Principal Balance (reduced by any amount on deposit in the Principal Accumulation Account.

     “ Qualified Maturity Agreement Institution ” means a counterparty having short-term debt ratings of no less than “P-1/A-1+/F-1+” by Moody’s, Standard & Poor’s and Fitch, respectively, or long-term unsecured ratings of no less than “Aa3” by Moody’s, “AA—” by Standard & Poor’s and “AA-” by Fitch.

     “ Quarterly Net Yield ” means, for any Distribution Date, the average of the Net Yields for each of the three preceding Monthly Periods, and, for purposes of the September, 2009 and October, 2009 Distribution Dates, the Net Yields for June, 2009 and July, 2009 shall be deemed to be 4.00% and 4.00%, respectively.

     “ Rapid Amortization Period ” means the period commencing on the date on which a Trust Pay Out Event or a Series 2009-3 Pay Out Event is deemed to occur and ending on the Series Termination Date.

     “ Rating Agency ” means each of Fitch, Moody’s and Standard & Poor’s.

     “ Rating Agency Condition ” means, with respect to any action,

     (a) when used in reference to all Outstanding Series, other than Series 2009-3 Notes, the notification in writing by each Rating Agency for each Outstanding Series that has rated such Series at the Transferor’s request, that such action will not result in the reduction or withdrawal of its then existing rating(s) with respect to such Series except as otherwise provided in the indenture supplement relating to such Series in which case the terms of the indenture supplement shall control; and

     (b) when used in reference to the Series 2009-3 Notes, (i) with respect to each outstanding Class of Series 2009-3 Notes that Standard and Poor’s and Moody’s is a

Rating Agency, Standard and Poor’s and Moody’s shall have notified the Transferor in writing to the effect such action will not result in the reduction or withdrawal of its then existing rating with respect to such Class and (ii) with respect to each outstanding Class of Series 2009-3 Notes that Fitch is a Rating Agency, 10 days’ prior written notice (or, if 10 days’ advance written notice is impracticable, as much advance written notice as is practicable) to Fitch delivered electronically to notifications.abs@fitchratings.com.

     “ Reallocated Principal Collections ” means, for any Transfer Date, Investor Principal Collections applied in accordance with Section 4.06 in an amount not to exceed the Monthly Principal Reallocation Amount for the Related Monthly Period.

     “ Reassignment Amount ” means, for any Transfer Date, after giving effect to any deposits and distributions otherwise to be made on the related Distribution Date, the sum of (i) the Note Principal Balance on the related Distribution Date, plus (ii) Monthly Interest for the related Distribution Date and any Monthly Interest previously due but not distributed to the Series 2009-3 Noteholders, plus (iii) the amount of Default Interest, if any, for the related Distribution Date and any Default Interest previously due but not distributed to the Series 2009-3 Noteholders on a prior Distribution Date.

     “ Reference Banks ” means four major banks in the London interbank market selected by Servicer.

     “ Required Reserve Account Amount ” means, for any Transfer Date on or after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the Note Principal Balance or (b) any other amount designated by Transferor; provided, however, that if such designation is of a lesser amount, Transferor shall (i) provide Servicer and Indenture Trustee with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to Indenture Trustee a certificate of an Authorized Officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of Transferor, such designation will not cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would cause a Pay Out Event to occur with respect to Series 2009-3.

     “ Required Retained Transferor Percentage ” means, for purposes of Series 2009-3, 4%.

     “ Required Spread Account Amount ” means, for any date of determination, (a) prior to the occurrence of a Pay Out Event, the product of (i) the Spread Account Percentage in effect on such date and (ii) the Initial Collateral Amount; provided that the Required Spread Account Amount shall not exceed the sum of the Class C Note Principal Balance plus the Class D Note Principal Balance minus the excess, if any, of the Principal Accumulation Account Balance over the sum of the Class A Note Principal Balance and the Class B Note Principal Balance on such date of determination and (b) after the occurrence of a Pay Out Event, an amount equal to the sum of the Class C Note Principal Balance plus the Class D Note Principal Balance on such date of determination.

     “ Reserve Account ” is defined in subsection 4.09(a).

     “ Reserve Account Funding Date ” means the Transfer Date designated by Servicer which occurs not later than the earliest of (a) the Transfer Date with respect to the Monthly Period

which commences three months prior to the commencement of the Accumulation Period (which commencement shall be subject to postponement pursuant to Section 4.14); (b) the first Transfer Date for which the Quarterly Net Yield is less than 2%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences twelve months prior to the commencement of the Accumulation Period; (c) the first Transfer Date for which the Quarterly Net Yield is less than 3%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences six months prior to the commencement of the Accumulation Period; and (d) the first Transfer Date for which the Quarterly Net Yield is less than 4%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences four months prior to the commencement of the Accumulation Period; provided, however, that subject to satisfaction of the Rating Agency Condition, the Reserve Account Funding Date may be any date selected by Servicer; provided, further, that if a Qualified Maturity Agreement has been assigned to the Indenture Trustee in accordance with the provisions of Section 4.14, the Reserve Account Funding Date shall be the Distribution Date immediately following the date on which a Qualified Maturity Agreement is terminated if (w) such Qualified Maturity Agreement is terminated because the provider of such Qualified Maturity Agreement ceases to qualify as a Qualified Maturity Agreement Institution, (x) such Qualified Maturity Agreement is terminated prior to the earlier of the Expected Principal Payment Date and the commencement of the Rapid Amortization Period, (y) such Qualified Maturity Agreement is terminated after the later of the last day of the June, 2011 Monthly Period and, at the election of Transferor, the date to which the commencement of the Accumulation Period may be postponed pursuant to Section 4.13 (as determined on the date of such termination) and (z) Transferor does not obtain a substitute Qualified Maturity Agreement.

     “ Reserve Account Surplus ” means, as of any Transfer Date following the Reserve Account Funding Date, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount.

     “ Reserve Draw Amount ” means, with respect to each Transfer Date relating to the Accumulation Period or the first Transfer Date relating to the Rapid Amortization Period, the amount, if any, by which the Principal Accumulation Investment Earnings for such Transfer Date are less than the Covered Amount determined as of such Transfer Date.

     “ Reset Date ” means:

     (a) each Addition Date relating to Additional Accounts;

     (b) each Removal Date (as such term is defined in the Transfer and Servicing Agreement) on which Principal Receivables are removed from the Receivables Trust;

     (c) each date on which there is an increase in the outstanding balance of any Variable Interest; and

     (d) each date on which a new Series or Class of Notes is issued.

     “ Reuters Screen LIBOR01 Page ” means the display page currently so designated on the Reuters system (or such page as may replace that page in that service for the purpose of displaying comparable rates or prices).

     “ Revolving Period ” means the period beginning on the Closing Date and ending at the close of business on the day immediately preceding the earlier of the day the Accumulation Period commences or the day the Rapid Amortization Period commences.

     “ Series 2009-3 ” means the Series of Notes the terms of which are specified in this Indenture Supplement.

     “ Series 2009-3 Final Maturity Date ” means the July 15, 2015 Distribution Date or, if earlier, the date of termination of the Trust.

     “ Series 2009-3 Note ” means a Class A Note, a Class B Note, a Class C Note or a Class D Note.

     “ Series 2009-3 Noteholder ” means a Class A Noteholder, a Class B Noteholder, a Class C Noteholder or a Class D Noteholder.

     “ Series 2009-3 Pay Out Event ” is defined in Section 6.01.

     “ Series Allocation Percentage ” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the numerator used in determining the Allocation Percentage for Finance Charge Collections for that Monthly Period and the denominator of which is the sum of the numerators used in determining the Allocation Percentage for Finance Charge Receivables for all outstanding Series for such Monthly Period; provided that if one or more Reset Dates occur in a Monthly Period, the Series Allocation Percentage will be the percentage equivalent of a fraction, the numerator of which is an amount equal to the sum of the numerators used in determining the Allocation Percentage for Finance Charge Collections for Series 2009-3 for each day during that Monthly Period divided by the total number of days in such Monthly Period and the denominator of which is an amount equal to the sum of the numerators used in determining the Allocation Percentages for Finance Charge Receivables for all outstanding Series for each day during such Monthly Period divided by the total number of days in such Monthly Period.

     “ Series Servicing Fee Percentage ” means 2% per annum.

     “ Series Termination Date ” means the earliest to occur of (a) the date on which the Note Principal Balance is paid in full, (b) the date on which the Collateral Amount is reduced to zero and (c) the Series 2009-3 Final Maturity Date.

     “ Servicer Interchange ” means, with respect to any Monthly Period, an amount equal to one-twelfth of the product of (a) 1.50% and (b) the Collateral Amount as of the last day of the preceding Monthly Period; provided, however, that Servicer Interchange for the September 15, 2009 Distribution Date shall be $546,875.

     “ Servicing Fee Required Amount ” means, for any Distribution Date, an amount equal to the excess of the amount described in subsection 4.04(a)(iii) over the Available Finance Charge Collections applied to pay such amount pursuant to subsection 4.04(a).

     “ Spread Account ” is defined in subsection 4.11(a).

     “ Spread Account Deficiency ” means the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount.

     “ Spread Account Percentage ” means, for any Distribution Date, the applicable percentage specified in the Class C Note Purchase Agreement and the Class D Note Purchase Agreement.

     “ Uncovered Dilution Amount ” means, for any Distribution Date, an amount equal to the product of (a) the Series Allocation Percentage for the Related Monthly Period times (b) the aggregate Dilutions occurring during that Monthly Period as to which any deposit is required to be made to the Excess Funding Account pursuant to Section 3.09 of the Transfer and Servicing Agreement but has not been made (either directly by the Transferor or from Principal Collections otherwise distributable to the Holder of the Transferor Interest).

     Each capitalized term defined herein shall relate to the Series 2009-3 Notes and no other Series of Notes issued by Issuer, unless the context otherwise requires. All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in Annex A to the Indenture.

     The interpretive rules specified in Section 1.02 of the Indenture also apply to this Indenture Supplement. If any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Indenture Supplement shall be controlling.

ARTICLE III

NOTEHOLDER SERVICING FEE

      Section 3.01. Servicing Compensation . The share of the Servicing Fee allocable to Series 2009-3 for any Transfer Date (the “Noteholder Servicing Fee”) shall be equal to one-twelfth of the product of (a) the Series Servicing Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly Period preceding such Transfer Date; provided, however, that with respect to the first Transfer Date, the Noteholder Servicing Fee shall be equal to $729,167; provided, further, that if FNBO or Indenture Trustee is Servicer, the Noteholder Servicing Fee shall be reduced by the amount, if any, by which the Servicer Interchange for such Monthly Period exceeds the amount of Interchange included as Finance Charge Collections allocable to the Series 2009-3 Notes with respect to such Monthly Period pursuant to Section 4.16 of this Indenture Supplement. The remainder of the Servicing Fee shall be paid by the Holders of the Transferor Interest or the Noteholders of other Series (as provided in the related Indenture Supplements) and in no event shall Issuer, Indenture Trustee or the Series 2009-3 Noteholders be liable for the share of the Servicing Fee to be paid by the Holders of the Transferor Interest or the Noteholders of any other Series.

ARTICLE IV

RIGHTS OF NOTEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS

      Section 4.01. Collections and Allocations .

     (a) Finance Charge Collections, Principal Collections and Receivables in Defaulted Accounts shall be allocated and distributed to Series 2009-3 as set forth in this Article.

     (b) On each Date of Processing, Servicer shall allocate to the Series 2009-3 Noteholders the following amounts as set forth below:

     (i) Allocations of Finance Charge Collections . An amount equal to the Investor Finance Charge Collections processed on each Date of Processing shall be allocated to the Series 2009-3 Noteholders and, first, deposited to the Finance Charge Account to the extent required by Section 8.04 of the Indenture and subsection 4.01(c) below, and, second, paid to the Holder of the Transferor Interest.

     (ii) Allocations of Principal Collections .

     (A) Allocations During the Revolving Period .

     (1) During the Revolving Period an amount equal to the Investor Principal Collections processed on each Date of Processing, shall be allocated to the Series 2009-3 Noteholders and, first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited to and retained in the Principal Account to the extent necessary for application as Excess Principal Collections for other Principal Sharing Series on the related Distribution Date, second, deposited to the Excess Funding Account to the extent necessary so that (x) the Transferor Interest is not less than the Minimum Transferor Interest and (y) the aggregate Principal Receivables in the Trust equal or exceed the Minimum Aggregate Principal Receivables and, third, paid to the Holder of the Transferor Interest.

     (2) With respect to each Monthly Period falling in the Revolving Period, to the extent that Investor Principal Collections allocated to the Series 2009-3 Noteholders pursuant to this subsection 4.01(b)(ii) are paid to Transferor, Transferor shall make an amount equal to the Reallocated Principal Collections for the related Transfer Date available on that Transfer Date for application in accordance with Section 4.06.

     (B) Allocations During the Accumulation Period .

     (1) During the Accumulation Period, an amount equal to the Investor Principal Collections processed on each Date of Processing shall be allocated to the Series 2009-3 Noteholders and, deposited into the Principal Account in accordance with Section 8.04 of the Indenture and subsection 4.01(c).

     (C) Allocations During the Rapid Amortization Period . During the Rapid Amortization Period, an amount equal to the Investor Principal Collections processed on each Date of Processing shall be allocated to the Series 2009-3 Noteholders and deposited into the Principal Account until applied pursuant to Section 4.06 and subsection 4.04(c); provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account, any Investor Principal Collections in excess of such amount shall be, first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, deposited to and retained in the Principal Account for application, to the extent necessary, as Excess Principal Collections to other Principal Sharing Series on the related Distribution Date, second, deposited in the Excess Funding Account to the extent necessary so that (x) the Transferor Interest is not less than the Minimum Transferor Interest and (y) the aggregate Principal Receivables equal or exceed the Minimum Aggregate Principal Receivables and, third, paid to the Holder of the Transferor Interest.

     (c) During any period when Servicer is permitted by Section 8.04 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to subsections 4.01(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if FNBO is Servicer, Servicer, (y) shall be deposited into the Finance Charge Account (in the case of Finance Charge Collections) and the Principal Account (in the case of Collections of Principal Receivables (not including any Excess Principal Collections allocated to Series 2009-3 pursuant to Section 8.05 of the Indenture)). The exception to the daily deposit requirements provided by the second paragraph of Section 8.04(a) of the Indenture shall not be available during any Monthly Period during the Rapid Amortization Period, or at any time that (A) the Transferor Interest is less than the Minimum Transferor Interest, (B) the Available Spread Account Amount is less than the Required Spread Account Amount or (C) the aggregate Principal Receivables is less than the Minimum Aggregate Principal Receivables. For purposes of the second paragraph of Section 8.04(a) of the Indenture, the amount of Principal Collections required to be deposited or distributed on or prior to the related Distribution Date during the Accumulation Period shall include an amount equal to the Controlled Deposit Amount.

     Notwithstanding the provisions of the second paragraph of Section 8.04(a) of the Indenture, all Finance Charge Collections for each Monthly Period shall be deposited daily to the Finance Charge Account and retained therein until the delivery of the

statement required by subsection 5.03(b). On or after delivery of such statement, Finance Charge Collections for the Related Monthly Period which are not required to be deposited or distributed pursuant to such statement may be withdrawn by Servicer.

     (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

      Section 4.02. Determination of Monthly Interest .

     (a) The amount of monthly interest (“Class A Monthly Interest Payment”) distributable from the Distribution Account with respect to the Class A Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class A Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class A Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the Class A Note Initial Principal Balance).

     On the Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class A Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(a) as of the prior Distribution Date over (y) the amount actually transferred from the Distribution Account for payment of such amount. If the Class A Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class A Interest Shortfall is fully paid, an additional amount (“Class A Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class A Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class A Interest Shortfall (or the portion thereof which has not been paid to the Class A Noteholders) shall be payable as provided herein with respect to the Class A Notes. Notwithstanding anything to the contrary herein, Class A Default Interest shall be payable or distributed to the Class A Noteholders only to the extent permitted by applicable law.

     (b) The amount of monthly interest (“Class B Monthly Interest Payment”) distributable from the Distribution Account with respect to the Class B Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class B Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class B Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the Class B Note Initial Principal Balance).

     On the Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class B Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(b) as of the prior Distribution Date over (y) the amount of funds actually transferred from the Distribution Account for payment

of such amount. If the Class B Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class B Interest Shortfall is fully paid, an additional amount (“Class B Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class B Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class B Interest Shortfall (or the portion thereof which has not been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class B Notes. Notwithstanding anything to the contrary herein, Class B Default Interest shall be payable or distributed to the Class B Noteholders only to the extent permitted by applicable law.

     (c) The amount of monthly interest (“Class C Monthly Interest Payment”) distributable from the Distribution Account with respect to the Class C Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class C Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class C Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the Class C Note Initial Principal Balance).

     On the Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class C Interest Shortfall”), of (x) the aggregate amount accrued pursuant to this subsection 4.02(c) as of the prior Distribution Date over (y) the amount of funds actually transferred from the Distribution Account for payment of such amount. If the Class C Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class C Interest Shortfall is fully paid, an additional amount (“Class C Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class C Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class C Interest Shortfall (or the portion thereof which has not been paid to the Class C Noteholders) shall be payable as provided herein with respect to the Class C Notes. Notwithstanding anything to the contrary herein, Class C Default Interest shall be payable or distributed to the Class C Noteholders only to the extent permitted by applicable law.

     (d) The amount of monthly interest (“Class D Monthly Interest Payment”) distributable from the Distribution Account with respect to the Class D Notes on any Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class D Note Interest Rate in effect with respect to the related Interest Period and (ii) the Class D Note Principal Balance as of the close of business on the last day of the preceding Monthly Period (or, with respect to the initial Distribution Date, the Class D Note Initial Principal Balance).

     On the Determination Date preceding each Distribution Date, Servicer shall determine the excess, if any (the “Class D Interest Shortfall”), of (x) the aggregate

amount accrued pursuant to this subsection 4.02(d) as of the prior Distribution Date over (y) the amount actually transferred from the Distribution Account for payment of such amount. If the Class D Interest Shortfall for any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class D Interest Shortfall is fully paid, an additional amount (“Class D Default Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class D Note Interest Rate in effect with respect to the related Interest Period and (ii) such Class D Interest Shortfall (or the portion thereof which has not been paid to the Class D Noteholders) shall be payable as provided herein with respect to the Class D Notes. Notwithstanding anything to the contrary herein, Class D Default Interest shall be payable or distributed to the Class D Noteholders only to the extent permitted by applicable law.

      Section 4.03. Determination of Monthly Principal . The amount of monthly principal to be transferred from the Principal Account to the Principal Accumulation Account or the Distribution Account, as applicable, with respect to the Notes on each Transfer Date (the “Monthly Principal”), beginning with the Transfer Date in the month following the month in which the Accumulation Period or, if earlier, the Rapid Amortization Period, begins, shall be equal to the least of (i) the Available Principal Collections on deposit in the Principal Account with respect to the Related Monthly Period, (ii) for each Transfer Date with respect to the Accumulation Period, the Controlled Deposit Amount for such Transfer Date, (iii) the Collateral Amount (after taking into account any adjustments to be made on such Distribution Date pursuant to Sections 4.05 and 4.06) prior to any deposit into the Principal Accumulation Account on such Transfer Date, and (iv) the Note Principal Balance, minus any amount already on deposit in the Principal Accumulation Account on such Transfer Date.

      Section 4.04. Application of Available Finance Charge Collections and Available Principal Collections . On or before each Transfer Date, Servicer shall instruct Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw or deposit and Indenture Trustee, acting in accordance with such instructions, shall withdraw or deposit on such Transfer Date or the related Distribution Date, as applicable, to the extent of available funds, the amounts required to be withdrawn from the Finance Charge Account, the Principal Account, the Principal Accumulation Account and the Distribution Account as follows:

     (a) On each Transfer Date, an amount equal to the Available Finance Charge Collections for the Related Monthly Period will be withdrawn from the Finance Charge Account and distributed, deposited or paid by Indenture Trustee in the following priority:

     (i) an amount equal to Class A Monthly Interest Payment for such Distribution Date, plus any Class A Interest Shortfall, plus the amount of any Class A Default Interest for such Distribution Date, plus the amount of any Class A Default Interest previously due but not distributed to Class A Noteholders on a prior Distribution Date shall be deposited into the Distribution Account for distribution to the Class A Noteholders;

     (ii) an amount equal to Class B Monthly Interest Payment for such Distribution Date, plus any Class B Interest Shortfall, plus the amount of any

Class B Default Interest for such Distribution Date, plus the amount of any Class B Default Interest previously due but not distributed to Class B Noteholders on a prior Distribution Date shall be deposited into the Distribution Account for distribution to the Class B Noteholders;

     (iii) an amount equal to the Noteholder Servicing Fee for such Transfer Date, plus the amount of any Noteholder Servicing Fee previously due but not distributed to Servicer on a prior Transfer Date, shall be distributed to Servicer;

     (iv) an amount equal to Class C Monthly Interest Payment for such Distribution Date, plus any Class C Interest Shortfall, plus the amount of any Class C Default Interest for such Distribution Date, plus the amount of any Class C Default Interest previously due but not distributed to the Class C Noteholders on a prior Distribution Date shall be deposited into the Distribution Account for distribution to the Class C Noteholders;

     (v) an amount equal to Class D Monthly Interest Payment for such Distribution Date, plus any Class D Interest Shortfall, plus the amount of any Class D Default Interest for such Distribution Date, plus the amount of any Class D Default Interest previously due but not distributed to the Class D Noteholders on a prior Distribution Date shall be deposited into the Distribution Account for distribution to the Class D Noteholders;

     (vi) an amount equal to the sum of the Investor Default Amount and any Uncovered Dilution Amount for such Distribution Date shall be treated as a portion of Available Principal Collections for such Distribution Date and deposited into the Principal Account for application pursuant to this Section 4.04;

     (vii) an amount equal to the sum of the aggregate amounts of Investor Charge-Offs and Reallocated Principal Collections which have not been previously reimbursed pursuant to this subsection (vii) shall be treated as a portion of Available Principal Collections for such Distribution Date and deposited into the Principal Account for application pursuant to this Section 4.04;

     (viii) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in subsection 4.10(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account;

     (ix) an amount equal to the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount shall be deposited into the Spread Account;

     (x) all remaining amounts will constitute a portion of Excess Finance Charge Collections for such Distribution Date to be applied in accordance with Section 4.07;

     (xi) any other amount required to be paid or deposited under the terms of the Class B Note Purchase Agreement shall be so paid or deposited;

     (xii) any other amount required to be paid or deposited under the terms of the Class C Note Purchase Agreement shall be so paid or deposited;

     (xiii) any other amount required to be paid or deposited under the terms of the Class D Note Purchase Agreement shall be so paid or deposited; and

     (xiv) any remaining amount to be paid to the Transferor.

     (b) On each Transfer Date with respect to the Revolving Period, Available Principal Collections for the Related Monthly Period on deposit in the Principal Account shall be withdrawn to be treated as Excess Principal Collections for such Distribution Date and applied in accordance with Section 4.08 and Section 8.05 of the Indenture.

     (c) On each Transfer Date with respect to the Accumulation Period or the Rapid Amortization Period, an amount equal to the Available Principal Collections for the Related Monthly Period shall be withdrawn from the Principal Account and distributed or deposited in the following priority:

     (i) on each Transfer Date with respect to the Accumulation Period, an amount equal to the Monthly Principal for such Transfer Date shall be deposited into the Principal Accumulation Account;

     (ii) on each Transfer Date with respect to the Rapid Amortization Period, an amount equal to the Monthly Principal for such Transfer Date shall be deposited into the Distribution Account for distribution ratably to the Class A Noteholders until the Class A Note Principal Balance has been paid in full;

     (iii) on each Transfer Date with respect to the Rapid Amortization Period, after giving effect to clause (ii) above, an amount equal to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account for distribution ratably to the Class B Noteholders until the Class B Note Principal Balance has been paid in full;

     (iv) on each Transfer Date with respect to the Rapid Amortization Period, after giving effect to clauses (ii) and (iii) above, an amount equal to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account for distribution ratably to the Class C Noteholders until the Class C Note Principal Balance has been paid in full;

     (v) on each Transfer Date with respect to the Rapid Amortization Period, after giving effect to clauses (ii), (iii) and (iv) above, an amount equal to the Monthly Principal remaining, if any, shall be deposited into the Distribution Account for distribution ratably to the Class D Noteholders until the Class D Note Principal Balance has been paid in full;

     (vi) on each Transfer Date, an amount equal to any other amounts payable first, to the Class B Noteholder under the Class B Note Purchase Agreement, second, to the Class C Noteholder under the Class C Note Purchase Agreement and third, to the Class D Noteholder under the Class D Note Purchase Agreement; and

     (vii) on each Transfer Date with respect to the Accumulation Period or the Rapid Amortization Period, the balance of such Available Principal Collections remaining after giving effect to clauses (i) through (vi) above shall be retained in the Principal Account to be treated as Excess Principal Collections and applied in accordance with Section 4.08.

     (d) On each Distribution Date, Indenture Trustee shall make distributions from the Distribution Account in accordance with Section 5.02 as follows: (i) to the Class A Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(i) and 4.04(c)(ii); (ii) to the Class B Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(ii) and (xi) and 4.04(c)(iii) and (vi); (iii) to the Class C Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(iv) and (xii) and 4.04(c)(iv) and (vi) and (iv) to the Class D Noteholders, the amount deposited into the Distribution Account pursuant to subsections 4.04(a)(v) and (xiii) and 4.04(c)(v) and (vi).

     (e) On the earlier to occur of (i) the first Transfer Date during the Rapid Amortization Period and (ii) the Transfer Date immediately preceding the Expected Principal Payment Date, Indenture Trustee shall withdraw from the Principal Accumulation Account and deposit into the Distribution Account amounts necessary to pay, first, to the Class A Noteholders, until paid in full, second, to the Class B Noteholders, until paid in full, third, to the Class C Noteholders, until paid in full, and, fourth, to the Class D Noteholders, until paid in full, the amounts deposited into the Principal Accumulation Account pursuant to subsections 4.04(c)(i). In accordance with Section 5.02, on the related Distribution Date, Indenture Trustee shall pay from the Distribution Account to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, as applicable, the amounts deposited into the Distribution Account for the account of such Noteholders pursuant to this subsection 4.04(e).

      Section 4.05. Investor Charge-Offs . On each Determination Date, Servicer shall calculate the Investor Default Amount and any Uncovered Dilution Amount for the related Distribution Date. If, on any Distribution Date, the sum of the Investor Default Amount and any Uncovered Dilution Amount for such Distribution Date exceeds the amount of Available Finance Charge Collections allocated with respect thereto pursuant to subsection 4.04(a)(vi) with respect to such Distribution Date, the Collateral Amount will be reduced (but not below zero) by the amount of such excess (such reduction, an “Investor Charge-Off”).

      Section 4.06. Reallocated Principal Collections . On each Transfer Date, Servicer shall apply, or shall instruct Indenture Trustee in writing to apply, Investor Principal Collections with respect to such Transfer Date, in an amount not to exceed the Monthly Principal Reallocation

Amount for the Related Monthly Period, to fund any deficiency in amounts otherwise available for deposit and distribution pursuant to and in the priority set forth in subsections 4.04(a)(i), (ii), (iii) and (iv), after giving effect to any application of funds from the Spread Account pursuant to Section 4.11, any application of funds from the Reserve Account pursuant to Section 4.10 and after allocation and application of Excess Finance Charge Collections pursuant to Section 4.07 to cover such payments. On each Transfer Date, the Collateral Amount shall be reduced by the amount of Reallocated Principal Collections, if any, for such Transfer Date.

      Section 4.07. Excess Finance Charge Collections . (a) Excess Finance Charge Collections from all Excess Allocation Series in Group One will be allocated to cover any Finance Charge Shortfall or finance charge shortfalls for other Excess Allocation Series in Group One pursuant to Section 8.06(a) of the Indenture and, following a Servicer Default and the appointment of a Successor Servicer, Excess Finance Charge Collections remaining after their application to cover Finance Charge Shortfalls and other finance charge shortfalls for Group One, shall be paid to the Successor Servicer to pay any unpaid Excess Servicing Fees or other unpaid excess servicing fees for all Excess Allocation Series in Group One. If the remaining Excess Finance Charge Collections do not exceed the aggregate amount of such unpaid fees, the remaining Excess Finance Charge Collections shall be allocated among the Group One Excess Allocation Series pro rata based on the amount of unpaid excess servicing fees for each such Series. Excess Finance Charge Collections with respect to Group One shall be allocated to Series 2009-3 in accordance with this Section 4.07, without regard to whether the Rating Agency Condition has been met for purposes of the definition of “Portfolio Yield.” On each Transfer Date, Indenture Trustee, at the written direction of the Servicer, shall deposit Excess Finance Charge Collections allocated to Series 2009-3 to the Finance Charge Account prior to the applications to be made pursuant to Section 4.04.

     (b) Any Excess Finance Charge Collections relating to the Series 2009-3 Notes remaining after the applications thereof specified in paragraph (a) above, shall be applied, first, pursuant to subsections 4.04(a)(xi), (xii), and (xiii) hereof and second, the remaining balance, if any, shall be applied pursuant to Section 8.06(b) of the Indenture.

      Section 4.08. Excess Principal Collections . Excess Principal Collections from all Principal Sharing Series in Group One will be allocated to cover any Principal Shortfall or principal shortfalls for other Principal Sharing Series in Group One pursuant to Section 8.05 of the Indenture. If (i) any Principal Shortfall remains after such allocation, (ii) any Series in Group One is in an amortization period and (iii) the amount on deposit in the Excess Funding Account is greater than zero, amounts on deposit in the Excess Funding Account will be treated as Excess Principal Collections and allocated to cover any remaining Principal Shortfall or principal shortfalls for other Principal Sharing Series in Group One pursuant to Section 8.05 of the Indenture. Indenture Trustee, at the written direction of the Servicer, shall deposit Excess Principal Collections allocated to Series 2009-3 to the Principal Accumulation Account or the Distribution Account, as applicable.

      Section 4.09. Certain Series Accounts .

     (a) Indenture Trustee shall establish and maintain with a Qualified Institution, which may be Indenture Trustee, in the name of the Trust, on behalf of the Trust, for the

benefit of the Noteholders, six segregated trust accounts with such Qualified Institution (the “Finance Charge Account,” the “Principal Account,” the “Principal Accumulation Account,” the “Distribution Account,” the “Spread Account,” the “Reserve Account”), each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-3 Noteholders. The Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account are hereby designated as the Series Accounts for the Series 2009-3 Notes. Except as otherwise provided in Section 4.11, Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in each Series Account and in all proceeds thereof. Except as otherwise provided in Section 4.11, each Series Account shall be under the sole dominion and control of Indenture Trustee for the benefit of the Series 2009-3 Noteholders. If at any time the institution holding a Series Account ceases to be a Qualified Institution, Transferor shall notify Indenture Trustee in writing, and Indenture Trustee upon being notified (or Servicer on its behalf) shall, within ten (10) Business Days, establish a new Series Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Series Account. Indenture Trustee, at the written direction of Servicer, shall make withdrawals from and deposits to each Series Account from time to time, in the amounts and for the purposes set forth in this Indenture Supplement. Indenture Trustee at all times shall maintain accurate records reflecting each transaction in each Series Account, so long as such accounts are established and maintained with Indenture Trustee.

     (b) Funds on deposit in each Series Account from time to time shall be invested and reinvested at the written direction of Servicer by Indenture Trustee in Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Indenture Trustee shall not be held liable for the performance of any Permitted Investments made in accordance with the terms hereof.

     On each Transfer Date with respect to the Accumulation Period and on the first Transfer Date with respect to the Rapid Amortization Period, Indenture Trustee, acting at Servicer’s direction given on or before such Transfer Date, shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Earnings on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with subsection 4.04(a).

     Principal Accumulation Investment Earnings (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.

     On each Distribution Date, all Investment Earnings on funds on deposit in the Principal Account, the Finance Charge Account and the Distribution Account shall be deposited by Indenture Trustee in a separate deposit account with a Qualified Institution in the name of Servicer, or a Person designated in writing by Servicer, which shall not

constitute a part of the Trust, or shall otherwise be turned over by Indenture Trustee to Servicer.

     (c) Indenture Trustee shall hold such of the Permitted Investments of funds in any Series Account as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. Indenture Trustee shall hold such of the Permitted Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of Indenture Trustee, (b) such securities intermediary shall treat Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) such securities intermediary shall comply with entitlement orders originated by Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest or right of set-off in favor of such securities intermediary or anyone claiming through it (other than Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.09(c), Indenture Trustee shall not hold Permitted Investments through an agent or nominee.

     (d) No Permitted Investment in any Series Account shall be disposed of prior to its maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or part of the principal portion of such Permitted Investment or (ii) prior to the maturity of such Permitted Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Permitted Investment.

      Section 4.10. Reserve Account .

     (a) Indenture Trustee, at the written direction of Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set forth in this Indenture Supplement, and (ii) on each Transfer Date (from and after the Reserve Account Funding Date) prior to termination of the Reserve Account, make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.04(a)(viii).

     (b) On each Transfer Date, all Investment Earnings accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for the Related Monthly Period. For purposes of determining the availability of funds or

the balance in the Reserve Account for any reason under this Indenture Supplement, Investment Earnings on such funds shall be deemed not to be available or on deposit, except amounts retained pursuant to the preceding sentence.

     (c) On or before each Transfer Date with respect to the Accumulation Period and on or before the first Transfer Date with respect to the Rapid Amortization Period, Servicer shall calculate the Reserve Draw Amount; provided, however, that such amount will be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.04(a)(viii) with respect to such Transfer Date.

     (d) If for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on such Transfer Date by Indenture Trustee (acting in accordance with the written instructions of Servicer) and deposited into the Finance Charge Account for application as Available Finance Charge Collections for the Related Monthly Period.

     (e) If the Reserve Account Surplus on any Transfer Date, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to such Transfer Date, is greater than zero, Indenture Trustee, acting in accordance with the written instructions of Servicer, shall withdraw from the Reserve Account an amount equal to such Reserve Account Surplus and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount, and (ii) distribute any such amounts remaining after application pursuant to subsection 4.10(e)(i) to the Holder of the Transferor Interest.

     (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article VIII of the Trust Agreement, (ii) the first Transfer Date relating to the Rapid Amortization Period and (iii) the Transfer Date immediately preceding the Expected Principal Payment Date, Indenture Trustee, acting in accordance with the written instructions of Servicer, after the prior payment of all amounts owing to the Series 2009-3 Noteholders that are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account all amounts, if any, on deposit in the Reserve Account and (A) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount, and (B) distribute an