EXHIBIT 4.3
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FORM OF
SERIES 2005-CC SUPPLEMENT
Dated as of [-] [-], 2005
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1995,
as Amended and Restated as of July 1, 2000
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NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2005-CC
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between
NATIONAL CITY BANK,
as Seller and Servicer,
and
THE BANK OF NEW YORK (DELAWARE),
as Trustee
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TABLE OF CONTENTS
PAGE
ARTICLE I
CREATION OF THE SERIES 2005-CC CERTIFICATES
Section 1.01. Designation.......................................................................... 1
ARTICLE II
DEFINITIONS
Section 2.01. Definitions.......................................................................... 2
ARTICLE III
SERVICER AND TRUSTEE
Section 3.01. Servicing Compensation............................................................... 7
ARTICLE IV
RIGHTS OF SERIES 2005-CC INVESTOR CERTIFICATEHOLDERS AND ALLOCATION
AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations.......................................................... 8
Section 4.02. Application of Available Funds and Available Principal Collections................... 9
Section 4.03. Excess Finance Charge Collections.................................................... 10
Section 4.04. Shared Principal Collections......................................................... 10
ARTICLE V
DISTRIBUTIONS AND REPORTS TO SERIES 2005-CC CERTIFICATEHOLDERS
Section 5.01. Distributions........................................................................ 11
Section 5.02. Reports and Statements............................................................... 11
ARTICLE VI
PAY OUT EVENTS
Section 6.01. Additional Pay Out Events............................................................ 11
ARTICLE VII
SERIES TERMINATION
Section 7.01. Series Termination................................................................... 12
ARTICLE VIII
FINAL DISTRIBUTIONS
Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to
Section 2.06 or 10.01 of the Agreement.............................................. 12
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of
the Receivables pursuant to Section 9.02 of the Agreement............................ 13
Section 8.03. Sale of Receivables on Legal Maturity Date........................................... 14
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TABLE OF CONTENTS
(CONTINUED)
PAGE
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. Ratification of Agreement............................................................ 14
Section 9.02. Counterparts......................................................................... 15
Section 9.03. Governing Law; Submission to Jurisdiction; Agent for Service of Process.............. 15
Section 9.04. Certain Tax Related Amendments....................................................... 15
Section 9.05. Certain Accounting Related Amendments................................................ 15
Section 9.06. Additional Representations and Warranties of the Seller.............................. 16
Section 9.07. Treatment of Noteholders............................................................. 16
Section 9.08. Transfer of the Series 2005-CC Certificate........................................... 17
Section 9.09. Delivery of the Series 2005-CC Certificate........................................... 17
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EXHIBITS
EXHIBIT A - Form of Series 2005-CC Certificate
EXHIBIT B - Form of Monthly Payment Instructions and Notification to the Trustee
EXHIBIT C - Form of Monthly Certificateholders' Statement
EXHIBIT D - Form of Monthly Servicer's Certificate
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THIS SERIES 2005-CC SUPPLEMENT, dated as of [o] [o], 2005 (this
"Supplement"), is hereby executed by and between NATIONAL CITY BANK, a national
banking association, as Seller and Servicer, and THE BANK OF NEW YORK
(DELAWARE), a Delaware banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of June 1,
1995, as amended and restated as of July 1, 2000, and as further amended by the
First Amendment to the Pooling and Servicing Agreement, dated as of May 24,
2001, and the Second Amendment to the Pooling and Servicing Agreement dated as
of August [o], 2005 (as may be amended or supplemented thereafter, the
"Agreement"), among the Seller, the Servicer and the Trustee, the Seller has
created the National City Credit Card Master Trust (the "Trust"). Section 6.03
of the Agreement provides, among other things, that the Seller may from time to
time direct the Trustee to authenticate one or more new Series of Investor
Certificates representing fractional undivided interests in the Trust. The
Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.
Pursuant to this Supplement, the Seller and the Trustee shall create
a new Series consisting of an Investor Certificate and specify the Principal
Terms thereof.
ARTICLE I
CREATION OF THE SERIES 2005-CC CERTIFICATES
Section 1.01. Designation.
(a) There is hereby created a Series consisting of an Investor
Certificate to be issued pursuant to the Agreement and this Supplement to be
known as the "National City Credit Card Master Trust, Series 2005-CC." Such
Investor Certificate shall be issued in one Class and shall be designated the
"Asset Backed Certificate, Series 2005-CC" (the "Series 2005-CC Certificate".
The Series 2005-CC Certificate shall be issued as one definitive certificate
substantially in the form of Exhibit A hereto.
(b) Series 2005-CC shall be included in Group One (as defined
below). Series 2005-CC shall not be subordinated to any other Series.
(c) Except as expressly provided herein, (i) the provisions of
Article VI and Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender of Registered
Certificates, and the opinion described in subsection 6.09(b)(d)(i) and clauses
(a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement
shall not be applicable to the Series 2005-CC Certificate, and (ii) the
provisions of Section 3.07 of the Agreement shall not apply to cause the Series
2005-CC Certificate to be treated as debt for federal, state and local income
and franchise tax purposes, but rather the Seller intends and, together with the
Series 2005-CC Certificateholders, agrees to treat the Series 2005-CC
Certificate for federal, state and local income and franchise tax purposes as
representing an equity interest in the assets of the Trust.
(d) This Supplement is the Series 2005-CC Supplement referred to in
the Amended and Restated Trust Agreement of the National City Credit Card Master
Note Trust,
dated as of [-][-], 2005, among National City, as beneficiary and as transferor,
and Wilmington Trust Company, as owner trustee.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions.
(a) Whenever used in this 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," with respect to Series 2005-CC, shall mean,
solely for the purposes of the definition of Group One Monthly Principal Payment
as such term is defined in each Supplement relating to Group One, the Revolving
Period.
"Adjusted Outstanding Dollar Principal Amount" shall have the
meaning specified in the Indenture.
"Aggregate Investor Default Amount" shall mean, with respect to any
Monthly Period, the sum of the Investor Default Amounts with respect to such
Monthly Period.
"Aggregate Reallocated Principal Amount" shall mean, with respect to
any Monthly Period, the aggregate Reallocated Principal Amount (as defined in
the Indenture) for all series of Notes for such Monthly Period.
"Allocation Reset Date" shall mean, with respect to any Monthly
Period, any date on which (a) the Investor Interest is increased as a result of
(i) the issuance of a new tranche of Notes or the issuance of additional Notes
in an Outstanding series, class or tranche of Notes during such Monthly Period,
or (ii) a release of prefunded amounts (other than prefunded amounts deposited
during such Monthly Period) from a principal funding account for any Note during
such Monthly Period, (b) an Addition Date occurs or (c) a Removal Date occurs on
which, if any Series has been paid in full, Principal Receivables in an
aggregate amount approximately equal to the initial investor interest of such
Series are removed from the Trust; provided, however, that solely with respect
to this term, "Series" shall mean any series of Investor Certificates (as
defined in the Agreement) and any series, class or tranche of Notes.
"Available Funds" shall mean, with respect to any Monthly Period, an
amount equal to the Collections of Finance Charge Receivables received during
such Monthly Period (less Servicer Interchange with respect to such Monthly
Period) and allocated to Series 2005-CC (including any amounts that are to be
treated as Collections of Finance Charge Receivables in accordance with the
Agreement).
"Available Principal Collections" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) an amount equal to the
Principal Allocation Percentage of all Collections in respect of Principal
Receivables received during such Monthly Period and (b) any
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Shared Principal Collections with respect to other Series that are allocated to
Series 2005-CC in accordance with Section 4.04 of the Agreement and Section 4.10
hereof.
"Certificate Representative" shall mean (a) if there is one Holder
of the Series 2005-CC Certificate, such Holder or the designee of such Holder,
and (b) if there is more than one Holder of the Series 2005-CC Certificate, the
designee of the Holders of a majority of the outstanding principal balance of
the Series 2005-CC Certificate.
"Closing Date" shall mean [-] [-], 2005.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Collateral" shall have the meaning specified in Section 9.06.
"Distribution Date" shall mean [-] [-], 2005 and the fifteenth day
of each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.
"Early Amortization Period" shall mean the period commencing at the
close of business on the Business Day immediately preceding the day on which a
Pay Out Event with respect to Series 2005-CC is deemed to have occurred, and
ending on the Series Termination Date.
"Floating Allocation Invested Amount" shall mean, on any date of
determination during any Monthly Period, an amount equal to the aggregate
Finance Charge Allocation Amount (as defined in the Indenture) for all series of
Notes.
"Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Floating Allocation Invested
Amount as of the last day of the preceding Monthly Period and the denominator of
which is the greater of (a) the sum of (i) the aggregate amount of Principal
Receivables in the Trust as of such day and (ii) the principal amount on deposit
in the Special Funding Account as of such day and (b) the sum of the numerators
used to calculate the floating allocation percentages for all Series then
outstanding; provided, however, that with respect to any Monthly Period in which
an Allocation Reset Date occurs the denominator in (a)(i) above shall be the
average of the amounts referred to in the following clauses (A) and (B) weighted
by the number of days in the respective periods referred to in such clauses: (A)
the aggregate amount of Principal Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period for the period from and including
the first day of such Monthly Period to but excluding the related Allocation
Reset Date and (B) the aggregate amount of Principal Receivables in the Trust at
the end of the day on the related Allocation Reset Date for the period from and
including the related Allocation Reset Date to and including the last day of
such Monthly Period.
"Group One" shall mean Series 2005-CC and each other Series
specified in the related Supplement to be included in Group One.
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"highest investment category" shall have the meaning specified in
Section 2.01(b).
"Indenture" shall mean the Indenture, dated as of [-] [-], 2005,
between the National City Credit Card Master Note Trust, as Issuer, and The Bank
of New York, as indenture trustee, as amended and supplemented from time to
time.
"Initial Invested Amount" shall mean, when used in the Agreement,
this Series Supplement or any other Supplement with respect to Series 2005-CC
and with respect to any Monthly Period, the Initial Dollar Principal Amount (as
defined in the Indenture) of any Outstanding series, class or tranche of Notes.
"Invested Amount" with respect to Series 2005-CC shall mean, on any
date of determination, an amount equal to the sum of the Nominal Liquidation
Amounts for each tranche of Notes Outstanding as of such date of determination.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Allocation Percentage for
such Monthly Period.
"Legal Maturity Date," with respect to any tranche of Notes, shall
have the meaning specified in the Indenture.
"Monthly Interest Target" shall mean, with respect to each Monthly
Period, an amount equal to the aggregate Targeted Interest Deposit Amounts (as
defined in the Indenture) for all series of Notes for such Monthly Period.
"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Series 2005-CC
Certificate shall begin on and include the Closing Date and shall end on and
include [-] [-], 2005.
"Monthly Principal Target" shall mean, with respect to each Monthly
Period, an amount equal to the aggregate Targeted Principal Deposit Amounts (as
defined in the Indenture) for all series of Notes for such Monthly Period.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"National City" shall mean National City Bank.
"Nominal Liquidation Amount," with respect to any series, class or
tranche of Notes, shall have the meaning specified in the Indenture.
"Note" or "Notes" shall mean each Note or the Notes (as defined in
the Indenture) secured by the Series 2005-CC Certificate.
"Note Trust Excess Finance Charge Collections" shall mean, for any
Distribution Date, an amount equal to the aggregate amount to be treated as
Excess Finance Charge
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Collections for each series of Notes for such Distribution Date pursuant to the
related Indenture Supplement and Section 507 of the Indenture.
"Note Trust Finance Charge Shortfall" shall mean, for any
Distribution Date, an amount equal to the sum of the Series Finance Charge
Collections Shortfalls (as defined in the related Indenture Supplement) for each
series of Notes for such Distribution Date.
"Note Trust Principal Shortfall" shall mean, for any Distribution
Date, an amount equal to the sum of the Series Principal Collections Shortfalls
(as defined in the related Indenture Supplement) for each series of Notes for
such Distribution Date.
"Outstanding" shall have the meaning specified in the Indenture.
"Permitted Assignee" shall mean any Person who, if it were the
holder of an interest in the Trust would not, alone or in combination with other
holders of interests in the Trust, cause the Trust to be taxable as a publicly
traded partnership for federal income tax purposes.
"Principal Allocation Invested Amount" shall mean, on any date of
determination during any Monthly Period, an amount equal to the aggregate
Principal Allocation Amounts (as defined in the Indenture) for all series of
Notes.
"Principal Allocation Percentage" shall mean, with respect to any
date of determination during any Monthly Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Principal Allocation Invested Amount for such date and the denominator of
which is the greater of (i) the sum of (A) the aggregate amount of Principal
Receivables in the Trust as of the last day of the immediately preceding Monthly
Period (or, in the case of any date of determination during the First Monthly
Period, the Closing Date) and (B) the principal amount on deposit in the Special
Funding Account as of such last day and (ii) the sum of the numerators used to
calculate the principal allocation percentages for all Series outstanding as of
the date as to which such determination is being made; provided, however, that
with respect to any Monthly Period in which an Allocation Reset Date occurs the
denominator in (i)(A) above shall be the average of the amounts referred to in
the following clauses (1) and (2) weighted by the number of days in the
respective periods referred to in such clauses: (1) the aggregate amount of
Principal Receivables in the Trust at the end of the day on the last day of the
prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Allocation Reset Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Allocation Reset Date for the period from and including the related
Allocation Reset Date to and including the last day of such Monthly Period.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date, the sum of (a) the Adjusted Outstanding Dollar
Principal Amount (as defined in the Indenture) of all Notes on such Distribution
Date, (b) the Monthly Interest Target with respect to the immediately preceding
Monthly Period and (c) any other fees and expenses of the Indenture Trustee
payable by the National City Credit Card Master Note Trust pursuant to the
Indenture,
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each after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date.
"Revolving Period" shall mean the period beginning at the close of
business on the Closing Date and ending on the close of business on the day
immediately preceding the day the Early Amortization Period commences.
"Series Invested Amount" shall mean the Initial Invested Amount.
"Series Termination Date" shall mean the date earlier to occur of
(a) the date designated by the Seller following the last Legal Maturity Date of
any series, class or tranche of Notes or (b) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
"Series 2005-CC" shall mean the Series of the National City Credit
Card Master Trust represented by the Series 2005-CC Certificate.
"Series 2005-CC Certificate" shall have the meaning specified in
Section 1.01.
"Series 2005-CC Certificateholders" shall mean the Holders of the
Series 2005-CC Certificate.
"Series 2005-CC Monthly Principal Payment" shall mean, with respect
to any Monthly Period, an amount equal to the aggregate Monthly Principal
Payments (as defined in the Indenture) for each series of Notes for such Monthly
Period.
"Servicer Interchange" means, with respect to any Monthly Period,
the lesser of (a) the Floating Allocation Percentage of Interchange deposited in
the Collection Account during such Monthly Period and (b) the Servicer
Interchange Percentage of the Servicing Base Amount.
"Servicer Interchange Percentage" shall mean 1.00% per annum.
"Servicing Base Amount" shall have the meaning specified in Section
3.01.
"Servicing Fee Rate" shall mean 2.00%.
"Subordinated Note Percentage" shall mean, with respect to any date
of determination during any Monthly Period, the percentage equivalent of a
fraction, the numerator of which is the aggregate Principal Allocation Amounts
(as defined in the Indenture) for such date calculated for those Notes which are
subordinated to any senior Notes and the denominator of which is the Principal
Allocation Invested Amount for such date.
"Weighted Average Floating Allocation Invested Amount" shall mean,
with respect to any Monthly Period, the sum of the Floating Allocation Invested
Amount as of the close of business on each day during such Monthly Period
divided by the actual number of days in such Monthly Period.
(b) Notwithstanding anything to the contrary in this Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the
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Agreement with respect to Series 2005-CC, Xxxxx'x, Standard & Poor's and Fitch.
As used in this Supplement and in the Agreement with respect to Series 2005-CC,
"highest investment category" shall mean (i) in the case of Standard & Poor's,
AAA, A-1+, AAAm or AAmG, as applicable, (ii) in the case of Xxxxx'x, Aaa or P-1,
as applicable and (iii) in the case of Fitch, F-1+ or AAA, as applicable.
(c) Each capitalized term defined herein shall relate to the Series
2005-CC Certificates and no other Series of Certificates issued by the Trust.
All capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Agreement. In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term
or provision contained in the Agreement, the terms and provisions of this
Supplement shall govern.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as a
whole and not to any particular provision of this Supplement; references to any
Article, Section or Exhibit are references to Articles, Sections and Exhibits in
or to this Supplement unless otherwise specified; and the term "including" means
"including without limitation."
ARTICLE III
SERVICER AND TRUSTEE
Section 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to Series 2005-CC with respect to any Distribution Date shall be paid
from Servicer Interchange and the Monthly Servicing Fee. The "Monthly Servicing
Fee," with respect to any Distribution Date, shall be equal to one-twelfth of
the excess of (x) the product of (a) the Servicing Fee Rate and (b) (i) the
Weighted Average Floating Allocation Invested Amount for the Monthly Period
preceding such Distribution Date, minus (ii) the product of the amount, if any,
on deposit in the Special Funding Account as of the last day of the Monthly
Period preceding such Distribution Date and the Weighted Average Floating
Allocation Invested Amount for such Monthly Period (the amount calculated
pursuant to this clause (b) is referred to as the "Servicing Base Amount") over
(y) the product of the Servicer Interchange Percentage and the Servicing Base
Amount. On each Distribution Date, prior to making any other withdrawals from
the Collection Account, the Servicer shall apply, or shall instruct the Trustee
to apply, amounts on deposit in the Collection Account with respect to the
related Monthly Period, up to the amount of Servicer Interchange for such
Monthly Period, to the Servicer in partial payment of the Series 2005-CC share
of the Servicing Fee. The remainder of the Servicing Fee shall be paid by the
Holder of the Seller Certificate or the Certificateholders of other Series (as
provided in the related Supplements) and in no event shall the Trust, the
Trustee or the Series 2005-CC Certificateholders be liable for the share of the
Servicing Fee to be paid by the Holder of the Seller Certificate or the
Certificateholders of any other Series. The Monthly Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to the Indenture.
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ARTICLE IV
RIGHTS OF SERIES 2005-CC INVESTOR CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations. The Servicer will apply,
or will instruct the Trustee to apply, all Collections and other funds on
deposit in the Collection Account that are allocable to Series 2005-CC as
follows:
(a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, prior to the close of business on each day any
Collections are deposited in the Collection Account, allocate to Series 2005-CC,
the Certificateholders of other Series or the Holder of the Seller Interest the
following amounts as set forth below:
(i) Allocate to Series 2005-CC and retain in the Collection
Account an amount equal to the product of (A) the Floating Allocation
Percentage on such date and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such date.
(ii) Allocate to the Series 2005-CC an amount equal to the product
of (1) the Principal Allocation Percentage on such date and (2) the
aggregate amount of Collections processed in respect of Principal
Receivables on such date, and, of such amount:
(A) retain in the Collection Account on each such date an
amount equal to the Daily Principal Shortfall;
(B) retain in the Collection Account the following amounts:
(1) on each such date, an amount equal to the lesser
of (x) the Subordinated Note Percentage of the Collections
processed in respect of Principal Receivables allocated to the
Series 2005-CC pursuant to this Section 4.01(a)(ii), and (y)
the remaining amount of Collections of Principal Receivables
allocated to Series 2005-CC on such date after application
pursuant to Section 4.01(a)(ii)(A); and
(2) on the related Distribution Date, deposit in the
Collection Account an amount equal to the lesser of (x) the
Collections processed in respect of Principal Receivables
allocated to Series 2005-CC pursuant to this Section
4.01(a)(ii) and not previously retained in the Collection
Account and (y) the excess, if any, of the Aggregate
Reallocated Principal Amount for the related Monthly Period
over the aggregate amount on deposit in the Principal Account
pursuant to Section 4.01(a)(ii)(B)(1) on the close of business
on the last day of the related Monthly Period;
(C) if any other Principal Sharing Series is outstanding and
in its Amortization Period or Accumulation Period,
retain in the Collection Account for application, to the
extent necessary, as Shared Principal Collections on the
related Distribution Date an amount equal to the
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remaining amount of such Collections of Principal
Receivables allocated to Series 2005-CC on such date
after application pursuant to Section 4.01(a)(ii)(B);
and
(D) pay to the Holder of the Seller Interest an amount equal
to the remaining amount of such Collections of Principal
Receivables allocated to Series 2005-CC on such date
after application pursuant to Section 4.01(a)(ii)(C);
provided, however, that the amount to be paid to the
Holder of the Seller Interest pursuant to this Section
4.01(a)(ii)(D) with respect to any date shall be paid to
the Holder of the Seller Interest only if the Seller
Amount on such date is greater than the Required Seller
Amount (after giving effect to the inclusion in the
Trust of all Principal Receivables created on such
date), and, to the extent not so paid, shall be
deposited into the Special Funding Account.
(b) Allocations During the Early Amortization Period. During the
Early Amortization Period, the Servicer shall, prior to the close of business on
each day any Collections are deposited in the Collection Account, allocate to
Series 2005-CC, the Certificateholders of other series or the Holder of the
Seller Interest the following amounts as set forth below:
(i) Allocate to Series 2005-CC and retain in the Collection
Account an amount equal to the product of (A) the Floating Allocation
Percentage on such date and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such date.
(ii) Allocate to Series 2005-CC and retain in the Collection
Account an amount equal to the product of (A) the Principal Allocation
Percentage on such date and (B) the aggregate amount of such Collections
processed in respect of Principal Receivables on such date; provided,
however, that after the date on which an amount of such Collections equal
to the Invested Amount has been deposited into the Collection Account and
allocated to Series 2005-CC, the amount determined in accordance with this
subparagraph (ii) shall be first, if any other Principal Sharing Series is
outstanding and in its Amortization Period or Accumulation Period,
retained in the Collection Account for application, to the extent
necessary, as Shared Principal Collections on the related Distribution
Date, and second paid to the Holder of the Seller Interest only if the
Seller Amount on such date is greater than the Required Seller Amount
(after giving effect to the inclusion in the Trust of all Principal
Receivables created on or prior to such date), and if the Seller Amount
does not exceed the Required Seller Amount on such date, such excess shall
be deposited into the Special Funding Account.
Section 4.02. Application of Available Funds and Available Principal
Collections. The Servicer shall apply, or shall cause the Trustee to apply, on
each Distribution Date, Available Funds and Available Principal Collections on
deposit in the Collection Account with respect to such Distribution Date to make
the following distributions:
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(a) On each Distribution Date, an amount equal to the Available
Funds with respect to such Distribution Date shall be paid to the Series 2005-CC
Certificateholders in accordance with Section 5.01.
(b) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period will be distributed in the
following priority:
(i) an amount equal to the Series 2005-CC Monthly Principal
Payment for such Distribution Date shall be paid to the Series 2005-CC
Certificateholders; and
(ii) for each Distribution Date, after giving effect to paragraph
(i) above, an amount equal to the balance, if any, of such Available
Principal Collections then on deposit in the Collection Account shall be
treated as Shared Principal Collections and applied in accordance with
Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to an Early
Amortization Period, an amount equal to the lesser of (i) Invested Amount on
such Distribution Date and (ii) the Available Principal Collections deposited in
the Collection Account for the related Monthly Period shall be paid to the
Series 2005-CC Certificateholders.
Section 4.03. Excess Finance Charge Collections. Series 2005-CC
shall be included in Group One. Subject to Section 4.05 of the Agreement, Excess
Finance Charge Collections with respect to the Series in Group One for any
Distribution Date will be allocated to Series 2005-CC in an amount equal to the
product of (a) the aggregate amount of Excess Finance Charge Collections with
respect to all the Series in Group One for such Distribution Date and (b) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2005-CC for such Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Series in Group One for such
Distribution Date. The Excess Finance Charge Collections with respect to Series
2005-CC for any Distribution Date will be equal to the Note Trust Excess Finance
Charge Collections for such Distribution Date. The "Finance Charge Shortfall"
for Series 2005-CC for any Distribution Date will be equal to the Note Trust
Finance Charge Shortfall for such Distribution Date.
Section 4.04. Shared Principal Collections. Subject to Section 4.04
of the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2005-CC in an amount equal to the product of (a) the
aggregate amount of Shared Principal Collections with respect to all Principal
Sharing Series for such Distribution Date and (b) a fraction, the numerator of
which is the Principal Shortfall for Series 2005-CC for such Distribution Date
and the denominator of which is the aggregate amount of Principal Shortfalls for
all the Series which are Principal Sharing Series for such Distribution Date.
The "Principal Shortfall" for Series 2005-CC will be equal to the Note Trust
Principal Shortfall for such Distribution Date.
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ARTICLE V
DISTRIBUTIONS AND REPORTS TO
SERIES 2005-CC CERTIFICATEHOLDERS
Section 5.01. Distributions.
(a) On each Distribution Date, the Trustee shall distribute to the
Certificate Representative the aggregate amount payable to the Series 2005-CC
Certificateholders pursuant to Section 4.02 to the account of the Certificate
Representative, as specified in writing by the Certificate Representative, in
immediately available funds.
(b) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.
Section 5.02. Reports and Statements.
(a) On each Determination Date, the Servicer shall deliver to the
Trustee, the Paying Agent, each Rating Agency, a certificate substantially in
the form of Exhibit B prepared by the Servicer.
(b) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to the Certificate Representative a statement
substantially in the form of Exhibit C prepared by the Servicer.
(c) Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent and each Rating Agency (i) statements
substantially in the form of Exhibit C prepared by the Servicer and (ii) a
certificate of a Servicing Officer substantially in the form of Exhibit D.
ARTICLE VI
PAY OUT EVENTS
Section 6.01. Additional Pay Out Events. If any one of the following
events shall occur with respect to the Series 2005-CC Certificate:
(a) failure on the part of the Seller (i) to make any payment or
deposit required by the terms of the Agreement or this Supplement on or before
the date occurring five Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Seller set forth in the Agreement or this
Supplement, which failure has a material adverse effect on the Series 2005-CC
Certificateholders and which continues unremedied for a period of sixty days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Seller by the Trustee, or to the Seller
and the Trustee by any Holder of the Series 2005-CC Certificate;
11
(b) any representation or warranty made by the Seller in the
Agreement or this Supplement, or any information contained in a computer file or
microfiche list required to be delivered by the Seller pursuant to Section 2.01
or 2.08(f) of the Agreement shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any
material respect for a period of sixty days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Seller by the Trustee, or to the Seller and the Trustee by any Holder of
the Series 2005-CC Certificate and as a result of which the interests of the
Series 2005-CC Certificateholders are materially and adversely affected and
continue to be materially and adversely affected for such period; provided,
however, that a Pay Out Event pursuant to this Section 6.01(b) shall not be
deemed to have occurred hereunder if the Seller has accepted reassignment of the
related Receivable or all of such Receivables, if applicable, during such period
in accordance with the provisions of the Agreement;
(c) a failure by the Seller to convey Receivables in Additional
Accounts or Participation Interests to the Trust within five Business Days after
the day on which they are required to convey such Receivables or Participation
Interests pursuant to Section 2.08(a) of the Agreement; or
(d) any Servicer Default shall occur;
then, in the case of any event described in subparagraph (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the Holders of the Series 2005-CC Certificate evidencing more than
50% of the aggregate unpaid principal amount of the Series 2005-CC Certificate
by notice then given in writing to the Seller and the Servicer (and to the
Trustee, if given by the Series 2005-CC Certificateholders) may declare that a
Pay Out Event has occurred with respect to Series 2005-CC as of the date of such
notice, and, in the case of any event described in subparagraph (c) a Pay Out
Event shall occur with respect to Series 2005-CC without any notice or other
action on the part of the Trustee or the Series 2005-CC Certificateholders
immediately upon the occurrence of such event.
ARTICLE VII
SERIES TERMINATION
Section 7.01. Series Termination. The right of the Series 2005-CC
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series Termination Date.
ARTICLE VIII
FINAL DISTRIBUTIONS
Section 8.01. Sale of Receivables or Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement.
(a) (i) The amount to be paid by the Seller with respect to Series
2005-CC in connection with a reassignment of Receivables to the Seller
pursuant to Section
12
2.06 of the Agreement shall equal the Reassignment Amount for the first
Distribution Date following the Monthly Period in which the reassignment
obligation arises under the Agreement.
(ii) The amount to be paid by the Seller with respect to
Series 2005-CC in connection with a repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement shall equal the sum of
(x) the Reassignment Amount for the Distribution Date of such repurchase
and (y) the sum of (A) the excess, if any, of (I) a price equivalent to
the average of bids quoted on the Record Date preceding the date of
repurchase (or, if such Record Date is not a Business Day, on the next
succeeding Business Day) by at least two recognized dealers selected by
the Trustee, at the written direction of the Servicer, for the purchase by
such dealers of a security which is similar to the Notes with a remaining
maturity approximately equal to the remaining maturity of the Notes and
rated by each rating agency in the rating category originally assigned to
the Notes over (II) the portion of the Reassignment Amount attributable to
the Series 2005-CC Certificate.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 8.01(a)(ii), the Trustee shall to the
extent funds are available, not later than 12:00 noon, New York City time, on
the related Distribution Date, make deposits or distributions of the following
amounts (in the priority set forth below and, in each case after giving effect
to any deposits and distributions otherwise to be made on such date) in
immediately available funds: (i) the aggregate Outstanding Dollar Principal
Amount of all Outstanding Notes on such Distribution Date will be distributed to
the Series 2005-CC Certificateholders and (ii) an amount equal to the Monthly
Interest Target for such Distribution Date will be distributed to the Series
2005-CC Certificateholders. Notwithstanding anything to the contrary contained
in this Supplement or the Agreement, the amount of any excess determined
pursuant to paragraph (a)(ii)(y) shall be distributed to the Series 2005-CC
Certificateholders.
(c) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to Section
8.01(b) for payment to the Series 2005-CC Certificateholders shall be deemed
distributed in full to the Series 2005-CC Certificateholders on the date on
which such funds are distributed to the Paying Agent pursuant to this Section
and shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the aggregate Outstanding Dollar
Principal Amount of all Outstanding Notes on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Paying Agent for payment to the
Series 2005-CC Certificateholders, provided that the amount of
13
such distribution shall not exceed the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (B)
the Principal Allocation Percentage with respect to the related Monthly Period.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) deduct an amount equal to the Monthly Interest Target
for such Distribution Date from the portion of the Insolvency Proceeds allocated
to Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Series 2005-CC Certificateholders, provided that
the amount of such distribution shall not exceed the product of (A) the portion
of the Insolvency Proceeds allocated to Collections of Finance Charge
Receivables and (B) the Floating Allocation Percentage with respect to the
related Monthly Period.
(c) Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to this
Section for payment to the Series 2005-CC Certificateholders shall be
distributed in full to the Series 2005-CC Certificateholders on the date on
which funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
(d) Notwithstanding any provision of the Agreement or this
Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the
Series 2005-CC Certificate shall be deemed to have irrevocably disapproved a
liquidation of the Receivables following an Insolvency Event.
Section 8.03. Sale of Receivables on Legal Maturity Date. Upon
notice to the Servicer and the Seller by the Certificate Representative pursuant
to the Indenture with respect to any tranche of accelerated Notes or any tranche
of Notes which has reached its Legal Maturity Date, the Trustee will sell to a
Permitted Assignee Principal Receivables and the related Finance Charge
Receivables (or interests therein) in an amount specified by the Certificate
Representative which shall be a portion of the Invested Amount of Series 2005-CC
equal to the Nominal Liquidation Amount of the affected tranche of Notes,
calculated as of the end of the prior Monthly Period (after giving effect to
deposits and distributions otherwise to be made with respect to such Monthly
Period. The proceeds from such sale shall be immediately paid to the Certificate
Representative.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
14
Section 9.02. Counterparts. This Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 9.03. Governing Law; Submission to Jurisdiction; Agent for
Service of Process. This Supplement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflict of laws. The parties hereto declare that it is their intention that
this Supplement shall be regarded as made under the laws of the State of
Delaware and that the laws of said State shall be applied in interpreting its
provisions in all cases where legal interpretation shall be required. Each of
the parties hereto agrees (a) that this Supplement involves at least
$100,000.00, and (b) that this Supplement has been entered into by the parties
hereto in express reliance upon 6 DEL. C. Section 2708. Each of the parties
hereto hereby irrevocably and unconditionally agrees (a) to be subject to the
jurisdiction of the courts of the State of Delaware and of the federal courts
sitting in the State of Delaware, and (b)(1) to the extent such party is not
otherwise subject to service of process in the State of Delaware, to appoint and
maintain an agent in the State of Delaware as such party's agent for acceptance
of legal process, and (2) that, to the fullest extent permitted by applicable
law, service of process may also be made on such party by prepaid certified mail
with a proof of mailing receipt validated by the United States Postal Service
constituting evidence of valid service, and that service made pursuant to (b)(1)
or (2) above shall, to the fullest extent permitted by applicable law, have the
same legal force and effect as if served upon such party personally within the
State of Delaware.
Section 9.04. Certain Tax Related Amendments. In addition to being
subject to amendment pursuant to any other provisions relating to amendments in
either the Agreement or this Supplement, this Supplement may be amended by the
Seller without the consent of the Servicer, Trustee or any Investor
Certificateholder if the Seller provides the Trustee with (i) an Opinion of
Counsel to the effect that such amendment or modification would reduce the risk
the Trust would be treated as taxable as a publicly traded partnership pursuant
to Code section 7704 and (ii) a certificate that such amendment or modification
would not materially and adversely affect any Investor Certificateholder;
provided, that no such amendment shall be deemed effective without the Trustee's
consent, if the Trustee's rights, duties and obligations hereunder are thereby
modified. Promptly after the effectiveness of any amendment pursuant to this
Section 9.04, the Seller shall deliver a copy of such amendment to each of the
Servicer, the Trustee and each Rating Agency.
Section 9.05. Certain Accounting Related Amendments. Notwithstanding
any other provision of this Agreement to the contrary, the consent of the
Servicer, the Trustee and any Investor Certificateholder is hereby deemed to be
given in connection with the amendment of the Agreement or this Supplement to
account for the transfer of assets as sales in accordance with FASB Statement
No. 140 (or any successor pronouncement), including providing for the transfer
of Receivables from the Seller to a bankruptcy-remote special purpose entity and
from that entity to the Trustee on behalf of the Trust. Promptly after the
effectiveness of any amendment pursuant to this Section 9.08, the Seller shall
deliver a copy of such amendment to each of the Servicer, the Trustee and each
Rating Agency.
15
Section 9.06. Additional Representations and Warranties of the
Seller. The Seller hereby makes the following representations and warranties.
Such representations and warranties shall survive until the termination of this
Supplement. Such representations and warranties speak as of the date that the
Collateral (as defined below) is transferred to the Trustee, on behalf of the
Trust, but shall not be waived by any of the parties to this Supplement unless
the Rating Agency Condition shall have been satisfied with respect to such
waiver.
(a) The Agreement creates a valid and continuing security interest
(as defined in the applicable UCC) in favor of the Trustee, on behalf of the
Trust, in the Receivables described in Section 2.01 of the Agreement (the
"Collateral"), which security interest is prior to all other liens, and is
enforceable as such against creditors of and purchasers from the Seller.
(b) The Collateral constitute "accounts" within the meaning of the
applicable UCC.
(c) At the time of its transfer of any Collateral to the Trustee,
on behalf of the Trust, pursuant to the Agreement, the Seller owned and had good
and marketable title to such Collateral free and clear of any Lien, claim or
encumbrance of any Person.
(d) The Seller has caused or will have caused, within ten (10)
days of the initial execution of this Supplement, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in
the Collateral granted to the Trustee, on behalf of the Trust, pursuant to the
Agreement.
(e) Other than the security interest granted to the Trustee, on
behalf of the Trust, pursuant to the Agreement or an Assignment, the Seller has
not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed the Collateral. The Seller has not authorized the filing of and is not
aware of any effective financing statements against the Seller that cover such
Collateral other than any financing statement relating to the transfer and
security interest granted to the Trustee, on behalf of the Trust, pursuant to
the Agreement or an Assignment or that has been terminated. The Seller is not
aware of any judgment or tax lien filings against the Seller.
Section 9.07. Treatment of Noteholders. Subject to Section 8.02(d),
for purposes of any provision of the Agreement or this Supplement requiring or
permitting actions with the consent of, or at the direction of, Series 2005-CC
Certificateholders holding a specified percentage of the aggregate unpaid
principal amount of the Series 2005-CC Certificate (a) each Noteholder will be
deemed to be a Series 2005-CC Certificateholder; (b) each Noteholder will be
deemed to be the Holder of an aggregate unpaid principal amount of the Series
2005-CC Certificate equal to the Adjusted Outstanding Dollar Principal Amount of
such Noteholder's Notes; (c) each series of Notes under the Indenture will be
deemed to be a separate Series of Investor Certificates and the Holder of a Note
of such series will be deemed to be the Holder of an
16
aggregate unpaid principal amount of such Series of Investor Certificates equal
to the Adjusted Outstanding Dollar Principal Amount of such Noteholder's Notes
of such series; (d) each tranche of Notes under the Indenture will be deemed to
be a separate Class of Investor Certificates and the Holder of a Note of such
tranche will be deemed to be the Holder of an aggregate unpaid principal amount
of such Class of Investor Certificates equal to the Adjusted Outstanding Dollar
Principal Amount of such Noteholder's Notes of such tranche and (e) any Notes
owned by the National City Credit Card Master Note Trust, the Seller, the
Servicer, any other holder of the Seller Interest or any Affiliate thereof will
be deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such consent or direction, only Notes
which the Trustee knows to be so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be disregarded and may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Seller, the Servicer, any other holder of the Seller Interest
or any Affiliate thereof.
Section 9.08. Transfer of the Series 2005-CC Certificate. To the
fullest extent permitted by applicable law, after the Closing Date, the Series
2005-CC Certificate may not be sold, participated, transferred, assigned,
exchanged or otherwise pledged or conveyed in whole or in part except upon the
prior delivery to the Master Trust Trustee and the Owner Trustee of a Master
Trust Tax Opinion and an Issuer Tax Opinion (as defined in the Indenture),
respectively, with respect thereto.
Section 9.09. Delivery of the Series 2005-CC Certificate.
(a) The Seller shall execute and deliver the Series 2005-CC
Certificate to the Trustee for authentication in accordance with Section 6.01 of
the Agreement. The Trustee shall deliver such Certificate when authenticated in
accordance with Section 6.02 of the Agreement.
(b) The Series 2005-CC Certificate shall be delivered as a
Registered Certificate as provided in Section 6.01 of the Agreement.
(c) The Series 2005-CC Certificate shall constitute a "security"
within the meaning of (i) Article 8 of the Uniform Commercial Code (including
Section 8-102(a)(15) thereof) as in effect from time to time in the State of
Delaware and (ii) the Uniform Commercial Code of any other applicable
jurisdiction that presently or hereafter substantially includes the 1994
revisions to Article 8 thereof as adopted by the American Law Institute and the
National Conference of Commissioners on Uniform State Laws and approved by the
American Bar Association on February 14, 1995.
(d) When issued and sold in accordance with the terms of the
Agreement, including when duly executed and delivered by the Seller and
authenticated by the Trustee in accordance with the terms of the Agreement and
when issued and delivered against payment therefore, the Series 2005-CC
Certificate will be duly, validly and legally issued and outstanding, fully
paid, non-assessable, and entitled to the benefits of the Agreement.
[Signature Page to Follow]
17
IN WITNESS WHEREOF, the undersigned have caused this Supplement to
be duly executed and delivered by their respective duly authorized officers on
the day and year first above written.
NATIONAL CITY BANK,
as Seller and Servicer
By: _________________________________________
Name:
Title:
THE BANK OF NEW YORK (DELAWARE),
as Trustee
By: ________________________________________
Name:
Title:
EXHIBIT A
FORM OF CERTIFICATE
THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2005-CC CERTIFICATE,
AGREES THAT IT IS ACQUIRING THIS SERIES 2005-CC CERTIFICATE FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW TO, OR FOR
SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT NEITHER
THIS SERIES 2005-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES
2005-CC CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS
SERIES 2005-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE
WITH THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
No.__
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2005-CC CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2005-CC
Evidencing an Undivided Interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts generated or
acquired by National City Bank and other assets and interests constituting the
Trust under the Pooling and Servicing Agreement described below.
(Not an interest in or obligation of
National City Bank
or any Affiliate thereof.)
This certifies that________________________________ (the "Investor
Certificateholder") is the registered owner of an Undivided Interest in a trust
(the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with
selected consumer revolving credit card accounts (the "Accounts") of National
City Bank, a national banking association organized under the laws of the United
States, all Interchange and Recoveries that are allocable to the Trust, all
monies
A-1
due or to become due and all amounts received or receivable with respect to any
of the foregoing and all proceeds of any of the foregoing (including "proceeds"
as fined in the UCC), and the other assets and interests constituting the Trust
pursuant to a Pooling and Servicing Agreement, dated as of June 1, 1995, as
amended and restated as of July 1, 2000, as supplemented by the Series 2005-CC
Supplement, dated as of [-] [-], 2005 (collectively, the "Pooling and Servicing
Agreement"), by and between National City Bank, as Seller (the "Seller") and as
Servicer (the "Servicer"), and The Bank of New York (Delaware), as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinbelow.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Investor Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Investor
Certificateholder by virtue of the acceptance hereof assents and by which the
Investor Certificateholder is bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Investor Certificate is qualified
in its entirety by the terms and provisions of the Pooling and Servicing
Agreement and reference is made to that Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee.
Beginning on [-][-], 2005 and on each Distribution Date thereafter,
the Trustee shall distribute to the Investor Certificateholders of record as of
the last Business Day of the calendar month preceding such Distribution Date
such amounts as are payable pursuant to the Pooling and Servicing Agreement and
as are requested by the certificate delivered to the Trustee by the Servicer
pursuant to Section 5.01 of the Pooling and Servicing Agreement. The Series
2005-CC Termination Date is the earlier the occur of (i) the date designated by
the Seller following the last occurring Legal Maturity Date of any series, class
or tranche of Notes or (ii) the Termination of the Trust pursuant to Section
12.01 of the Pooling and Servicing Agreement. Principal with respect to the
Series 2005-CC Certificates will be paid under the circumstances described in
the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Investor Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
This Investor Certificate shall constitute a "security" within the
meaning of (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable jurisdiction that
presently or hereafter substantially includes the 1994 revisions to Article 8
thereof as adopted by the American Law Institute and the National Conference of
Commissioners on Uniform State Laws and approved by the American Bar Association
on February 14, 1995.
This Investor Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflict of
law principles thereof.
A-2
IN WITNESS WHEREOF, National City Bank has caused this Series
2005-CC Certificate to be duly executed under its official seal.
By: ___________________________________
Authorized Officer
[Seal]
Attested to:
By: _____________________________
Cashier
Date: ____________ __, 2005
A-3
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2005-CC Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: _______________________
Authorized Signatory
Date: __________ __, 2005
A-4
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
NATIONAL CITY BANK
NATIONAL CITY CREDIT CARD MASTER TRUST, SERIES 2005-CC
MONTHLY PERIOD ENDING __________ __, _____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of the
Pooling and Servicing Agreement as supplemented by the Series 2005-CC
Supplement. This notice is delivered pursuant to Section 4.02.
A) _______ National City Bank is the Servicer under the Pooling
and Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on the related Distribution Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.02, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Collection Account on __________ __, ____, which date
is a Distribution Date under the Pooling and Servicing Agreement, in the
aggregate amounts set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawals in accordance with Section 4.02:
A. _______ Pursuant to subsection 4.02(b):
1. Shared Principal Collections to be applied in accordance with
Section 4.04
D. _________ Pursuant to subsection 4.02(c):
1. ______ Amount equal to the lesser of the
Invested Amount and the Available Principal
Collections deposited in the Collection
Account (only in an Early Amortization Period) $__________
B-1
B. _______ Pursuant to Section 4.03:
1. Amount to be treated as Excess Finance
Charge Collections $__________
C. _______ Pursuant to Section 4.04:
2. Amount to be treated as Shared Principal Collections $________
II. INSTRUCTION TO MAKE CERTAIN PAYMENTS
Pursuant to Section 4.02, the Servicer does hereby instruct the Trustee pay in
accordance with Section 4.02 to the account of the Certificate Representative on
__________ __, ____, which date is a Distribution Date under the Pooling and
Servicing Agreement, the amounts set forth below:
A. Pursuant to subsection 4.02(a):
1. ______ Amount to be treated as Available Funds to be paid to
the Series CC Certificateholders from the Collection Account
in accordance with Section 5.01 $__________
B. Pursuant to subsection 4.02(b):
1. ______ Amount equal to the Monthly Principal Payment to be
paid to the Series 2005-CC Certificateholders from the
Collection Account $__________
B-2
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day __________, ____.
NATIONAL CITY BANK,
AS SERVICER
By: _____________________________________________
Name:
Title:
B-3
EXHIBIT C
FORM OF MONTHLY SERIES 2005-CC CERTIFICATEHOLDERS' STATEMENT
Series 0000-XX
XXXXXXXX XXXX XXXXXXX
-----------------------------------------------
NATIONAL CITY CREDIT CARD MASTER TRUST
-----------------------------------------------
The information which is required to be prepared with respect to the
Distribution Date of ______ __, ____and with respect to the performance of the
Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A. Information Regarding the Current Monthly Distribution
1. The amount of the current monthly distribution
which constitutes Available Funds................... $__________
2 The amount of the current monthly distribution
which constitutes Available Principal Collections... $__________
Total .............................................. $__________
B Information Regarding the Performance of the Trust
1. Collection of Principal Receivables
(a) The aggregate amount of Collections of
Principal Receivables processed during the
related Monthly Period and allocated to
Series 2005-CC................................. $__________
2 Collection of Finance Charge Receivables
(a) The aggregate amount of Finance Charge
Receivables processed during the related
Monthly Period and allocated to
Series 2005-CC................................. $__________
X-0
0 Xxxxxxxxx Xxxxxxxxxxx in the Trust
(a) The aggregate amount of Principal Receivables
in the Trust as of the end of the day on the
last day of the related Monthly Period......... $__________
(b) The amount of Principal Receivables in the
Trust represented by the Invested Amount of
Series 2005-CC as of the end of the day on
the last day of the related Monthly Period..... $__________
(c) The Floating Allocation Invested Amount
as of the end of the day on the last day
of the related Monthly Period................... $_________
(d) The Principal Allocation Invested Amount
as of the end of the day on the last day
of the related Monthly Period.................. $_________
(e) The Floating Allocation Percentage with
respect to the related Monthly Period.......... ____%
(f) The Principal Allocation Percentage
with respect to the related Monthly Period..... ____%
4 Delinquent Balances
The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the
related Monthly Period:
Aggregate Percentage
Account of Total
Balance Receivables
---------- ------------
(a) 30 - 59 days: $__________ ____%
(b) 60 - 89 days: $__________ ____%
(c) 90 - 119 days: $__________ ____%
(d) 120 - 149 days: $__________ ____%
(e) 150 - or more days: $__________ ____%
Total: $__________ ____%
5. Investor Default Amount
(a) The Aggregate Investor Default Amount for
the related Monthly Period................... $__________
C-2
6 Monthly Servicing Fee
(a) The amount of the Monthly Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period.................... $__________
(b) The amount of the Servicer Interchange
payable by the Trust to the Servicer for
the related Monthly Period.................... $__________
X-0
XXXXXXXX XXXX XXXX,
AS SERVICER
By: _________________________
Name:
Title:
C-4
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
NATIONAL CITY BANK
NATIONAL CITY CREDIT CARD MASTER TRUST, SERIES 2005-CC
1. The aggregate amount of Collections of Principal Receivables.............................. $__________
2. The aggregate amount of Collections of Finance Charge Receivables (excluding
Interchange and Recoveries)............................................................... $__________
3. The aggregate amount of the Servicer Interchange Percentage............................... $__________
4. The aggregate amount of Servicer Interchange.............................................. $__________
5. The aggregate amount of funds on deposit in Collection Account allocable to the
Series 2005-CC Certificates............................................................... $__________
6. The aggregate amount of funds on deposit in the Principal Funding Account
allocable to the Series 2005-CC Certificates.............................................. $__________
7. The amount of Available Funds payable to the Series 2005-CC Certificateholders............ $__________
8. The amount of Available Principal Collections payable to the Series 2005-CC
Certificateholders........................................................................ $__________
9. The sum of all amounts payable to the Series 2005-CC Certificateholders................... $__________
10. To the knowledge of the undersigned, no Series 2005-CC Pay Out Event has
occurred except as described below:
None.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this __th day of __________,
NATIONAL CITY BANK,
as Servicer
By: _________________________
Name:
Title:
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
NATIONAL CITY BANK
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2005-CC
The undersigned, a duly authorized representative of National City
Bank, as Servicer (in such capacity, "National City"), pursuant to the Pooling
and Servicing Agreement dated as of June 1, 1995 as amended and restated as of
July 1, 2000 (as amended thereafter, the "Agreement"), as supplemented by the
Series 2005-CC Supplement (the "Series 2005-CC Supplement"), between National
City, as Seller and Servicer, and The Bank of New York (Delaware), as Trustee,
does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement or the Series 2005-CC Supplement, as
applicable.
2. National City is, as of the date hereof, the Servicer under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on __________
, _______.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under
the Agreement through the Monthly Period preceding such Distribution Date
[or, if there has been a default in the performance of any such
obligation, set forth in detail the (i) nature of such default, (ii) the
action taken by the Servicer, if any, to remedy such default and (iii) the
current status of each such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the undersigned, no Pay
Out Event occurred on or prior to such Distribution Date.
D-2
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this ____ day of _______________,_____.
NATIONAL CITY BANK,
as Seller and Servicer
By: _________________________
Name:
Title:
D-3
