Exhibit 4.1
EXECUTION COPY
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SERIES 2002-1 SUPPLEMENT
Dated as of January 31, 2002
to the
AMENDED AND RESTATED 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 2002-1
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among
NATIONAL CITY BANK,
as Seller and Servicer,
and
THE BANK OF NEW YORK,
as Trustee
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TABLE OF CONTENTS
PAGE
ARTICLE I
CREATION OF THE SERIES 2002-1 CERTIFICATES
Section 1.01. Designation................................................................................1
ARTICLE II
DEFINITIONS
Section 2.01. Definitions................................................................................2
ARTICLE III
SERVICER AND TRUSTEE
Section 3.01. Servicing Compensation....................................................................16
ARTICLE IV
RIGHTS OF SERIES 2002-1 INVESTOR CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.01. Collections and Allocations...............................................................17
Section 4.02. Determination of Monthly Interest.........................................................19
Section 4.03. Determination of Monthly Principal........................................................20
Section 4.04. Required Amount...........................................................................21
Section 4.05. Application of Class A Available Funds, Class B Available Funds,
Collateral Available Funds and Available Principal Collections............................22
Section 4.06. Defaulted Amounts; Investor Charge-Offs...................................................24
Section 4.07. Excess Spread; Excess Finance Charge Collections..........................................26
Section 4.08. Reallocated Principal Collections.........................................................27
Section 4.09. Excess Finance Charge Collections.........................................................28
Section 4.10. Shared Principal Collections..............................................................29
Section 4.11. Principal Funding Account.................................................................29
Section 4.12. Reserve Account...........................................................................30
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TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 4.13. Determination of LIBOR....................................................................32
ARTICLE V
DISTRIBUTIONS AND REPORTS TO SERIES 2002-1 INVESTOR
CERTIFICATEHOLDERS
Section 5.01. Distributions.............................................................................33
Section 5.02. Reports and Statements....................................................................34
ARTICLE VI
PAY OUT EVENTS
Section 6.01. Additional Pay Out Events.................................................................35
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION
Section 7.01. Optional Repurchase.......................................................................36
Section 7.02. Series Termination........................................................................36
ARTICLE VIII
FINAL DISTRIBUTIONS
Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the
Agreement and Section 7.01 or 7.02 of this Supplement.....................................37
Section 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables pursuant to
Section 9.02 of the Agreement.............................................................38
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. Ratification of Agreement.................................................................40
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TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 9.02. Counterparts..............................................................................40
Section 9.03. Governing Law.............................................................................40
Section 9.04. Certain Tax Related Amendments............................................................40
Section 9.05. Transfers of the Collateral Interest......................................................40
Section 9.06. Uncertificated Securities.................................................................41
Section 9.07. Legends; Transfer and Exchange; Restrictions on Transfer of Class B Certificates..........41
Section 9.08. Certain Accounting Related Amendments.....................................................42
Section 9.09. Additional Representations and Warranties of the Seller...................................42
Section 9.10. Determination of Material Adverse Effect..................................................43
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EXHIBITS
EXHIBIT A-1 - Form of Class A Certificate
EXHIBIT A-2 - Form of Class B 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
EXHIBIT E - Form of Investment Letter
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THIS SERIES 2002-1 SUPPLEMENT, dated as of January 31, 2002 (the
"SUPPLEMENT"), is hereby executed by and among NATIONAL CITY BANK, a national
banking association, as Seller and Servicer, and THE BANK OF NEW YORK, a New
York 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
(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
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 of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
CREATION OF THE SERIES 2002-1 CERTIFICATES
Section 1.01. DESIGNATION.
(a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Supplement to be known as the
"National City Credit Card Master Trust, Series 2002-1." The Series 2002-1
Certificates shall be issued in two Classes, the first of which shall be known
as the "Class A Floating Rate Asset Backed Certificates, Series 2002-1" and the
second of which shall be known as the "Class B Floating Rate Asset Backed
Certificates, Series 2002-1." The Class A Certificates and the Class B
Certificates shall be substantially in the form of EXHIBITS A-1 and A-2 hereto,
respectively. In addition, there is hereby created a third Class of an
uncertificated interest in the Trust which shall be deemed to be an "Investor
Certificate" for all purposes under the Agreement and this Supplement, except as
expressly provided herein, and which shall be known as the Collateral Interest,
Series 2002-1 (the "COLLATERAL INTEREST").
(b) Series 2002-1 shall be included in Group One (as defined below).
Series 2002-1 shall not be subordinated to any other Series.
(c) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement upon payment by the Collateral Interest Holder of
amounts owing on the Closing Date as agreed to by the Seller and the Collateral
Interest Holder. Notwithstanding the foregoing, 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 clauses (a) and (c) of the definition of Tax Opinion in SECTION 1.01 of the
Agreement shall not be applicable to the Collateral Interest, and (ii) the
provisions of SECTION 3.07 of the Agreement shall not apply to cause the
Collateral Interest to be treated as debt for federal, state and local income
and franchise tax purposes, but rather the Seller intends and, together with the
Collateral Interest Holder, agrees to treat the Collateral Interest for federal,
state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.
(d) Notwithstanding any provision in the Agreement or in this
Supplement to the contrary, the first Distribution Date with respect to Series
2002-1 shall be the March 2002 Distribution Date and the first Monthly Period
shall be the period from the Closing Date until February 28, 2002.
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" shall mean, solely for the purposes of
determining the aggregate amount available to be treated as Shared Principal
Collections, as such term is defined in each Supplement relating to Group One,
the Controlled Accumulation Period.
"ACCUMULATION PERIOD FACTOR" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial invested
amounts of all outstanding Series, and the denominator of which is equal to the
sum of (a) the Initial Invested Amount, (b) the initial invested amounts of all
outstanding Series (other than Series 2002-1) which are not expected to be in
their revolving periods, and (c) the initial invested amounts of all other
outstanding Series which are not allocating Shared Principal Collections to
other Series and are in their revolving periods; provided, however, that this
definition may be changed at any time if the Rating Agency Condition is
satisfied.
"ACCUMULATION PERIOD LENGTH" shall have the meaning assigned such term
in SECTION 4.05(g).
"ACCUMULATION SHORTFALL" shall initially mean zero and shall thereafter
mean, with respect to any Distribution Date during the Controlled Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for the previous
Distribution Date over the amount deposited into the Principal Funding Account
pursuant to SECTIONS 4.05(e)(i), 4.05(e)(ii) and 4.05(e)(iii) with respect to
the Class A Certificates, the Class B Certificates and the Collateral Interest,
respectively, for the previous Distribution Date.
"ADDITIONAL INTEREST" shall mean, with respect to any Distribution
Date, the Class A Additional Interest and the Class B Additional Interest for
such Distribution Date.
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"ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A Adjusted Invested
Amount and (b) the Class B Adjusted Invested Amount and (c) the Collateral
Adjusted Invested Amount.
"ASSIGNEE" shall have the meaning specified in SECTION 9.05(a).
"AVAILABLE PRINCIPAL COLLECTIONS" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a)(i) an amount equal to the
Principal Allocation Percentage of all Collections in respect of Principal
Receivables received during such Monthly Period minus (ii) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
pursuant to SECTION 4.08 are required to fund the Class A Required Amount and
the Class B Required Amount for the related Distribution Date, (b) any Shared
Principal Collections with respect to other Series that are allocated to Series
2002-1 in accordance with SECTION 4.04 of the Agreement and SECTION 4.10 hereof,
and (c) any other amounts which pursuant to ARTICLE IV hereof are to be treated
as Available Principal Collections with respect to the related Distribution
Date.
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to SECTION 4.12(b) on such date, but
before giving effect to any deposit made or to be made pursuant to SECTION
4.07(i) to the Reserve Account on such date) and (b) the Required Reserve
Account Amount.
"BASE RATE" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Minimum Monthly Interest and the Monthly Servicing Fee with respect
to the related Distribution Date and the denominator of which is the Invested
Amount as of the last day of the preceding Monthly Period.
"CLASS A ACCOUNT PERCENTAGE" shall mean, with respect to any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the aggregate amount on deposit in the Principal Funding Account with respect
to Class A Monthly Principal as of the Record Date preceding the related
Distribution Date and the denominator of which is the aggregate amount on
deposit in the Principal Funding Account with respect to Class A Monthly
Principal and Class B Monthly Principal as of the Record Date preceding the
related Distribution Date.
"CLASS A ADDITIONAL INTEREST" shall have the meaning specified in
SECTION 4.02(a).
"CLASS A ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date
of determination, an amount equal to the Class A Invested Amount minus the funds
on deposit in the Principal Funding Account (in an amount not to exceed the
Class A Invested Amount) on such date of determination.
"CLASS A AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Percentage of the
Collections of Finance Charge Receivables received during such Monthly Period
(less Servicer Interchange with respect
3
to such Monthly Period) and allocated to Series 2002-1 (including any amounts
that are to be treated as Collections of Finance Charge Receivables in
accordance with the Agreement), (b) an amount equal to the product of (i) the
Class A Account Percentage and (ii) the Principal Funding Investment Proceeds,
if any, with respect to the related Distribution Date and (c) amounts, if any,
to be withdrawn from the Reserve Account which will be deposited into the
Collection Account on the related Distribution Date to be treated as Class A
Available Funds pursuant to SECTIONS 4.12(b) and 4.12(d)(i).
"CLASS A CERTIFICATE RATE" shall mean, with respect to the Class A
Certificates, for the period from and including the Closing Date through but
excluding February 15, 2002, and for the period from and including February 15,
2002 through but excluding March 15, 2002, and for each Interest Period
thereafter, a per annum rate of 0.14% above LIBOR determined on the related
LIBOR Determination Date, calculated on the basis of actual days elapsed and a
360-day year.
"CLASS A CERTIFICATEHOLDER" shall mean the Person in whose name a Class
A Certificate is registered in the Certificate Register.
"CLASS A CERTIFICATES" shall mean any one of the Certificates executed
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of EXHIBIT A-1.
"CLASS A FLOATING 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 equal to the Class A Adjusted Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted Invested Amount as
of the close of business on such day; provided, however, that with respect to
the first Monthly Period, the Class A Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class A
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"CLASS A INITIAL INVESTED AMOUNT" shall mean $371,875,000.
"CLASS A INTEREST SHORTFALL" shall have the meaning specified in
SECTION 4.02(a).
"CLASS A INVESTED AMOUNT" shall mean, on any date of determination, an
amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Class A Certificateholders on or prior
to such date, minus (c) the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs for all prior Distribution Dates over Class A Investor
Charge-Offs reimbursed pursuant to SECTION 4.06(a) prior to such date; provided,
however, that the Class A Invested Amount may not be reduced below zero.
"CLASS A INVESTOR CHARGE-OFFS" shall have the meaning specified in
SECTION 4.06(a).
"CLASS A INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class A Floating Percentage
for such Monthly Period.
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"CLASS A MONTHLY INTEREST" shall have the meaning specified in SECTION
4.02(a).
"CLASS A MONTHLY PRINCIPAL" shall have the meaning specified in SECTION
4.03(a).
"CLASS A PENALTY RATE" shall mean the sum of the Class A Certificate
Rate and 2.00% per annum.
"CLASS A PRINCIPAL PERCENTAGE" shall mean, with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period or the Early Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class A Invested Amount as of the end of
the Revolving Period, and the denominator of which is the Invested Amount as of
the end of the Revolving Period; provided, however, that with respect to the
first Monthly Period, the Class A Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class A Initial Invested
Amount and denominator of which is the Initial Invested Amount.
"CLASS A REQUIRED AMOUNT" shall have the meaning specified in SECTION
4.04(a).
"CLASS A SERVICING FEE" shall have the meaning specified in SECTION
3.01.
"CLASS B ACCOUNT PERCENTAGE" shall mean, with respect to any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the aggregate amount on deposit in the Principal Funding Account with respect
to Class B Monthly Principal as of the Record Date preceding the related
Distribution Date and the denominator of which is the aggregate amount on
deposit in the Principal Funding Account with respect to Class A Monthly
Principal and Class B Monthly Principal as of the Record Date preceding the
related Distribution Date.
"CLASS B ADDITIONAL INTEREST" shall have the meaning specified in
SECTION 4.02(b).
"CLASS B ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date
of determination, an amount equal to the Class B Invested Amount minus the
excess, if any, of the Principal Funding Account Balance over the Class A
Invested Amount on such date of determination (such excess not to exceed the
Class B Invested Amount).
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class B Floating Percentage of the
Collections of Finance Charge Receivables received during such Monthly Period
(less Servicer Interchange with respect to such Monthly Period) and allocated to
Series 2002-1 (including any amounts that are to be treated as Collections of
Finance Receivables in accordance with the Agreement), (b) an amount equal to
the product of (i) the Class B Account Percentage and (ii) the Principal Funding
Investment Proceeds, if any, with respect to the related Distribution Date and
(c) amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Collection Account on the related Distribution Date to be
treated as Class B Available Funds pursuant to SECTION 4.12(d)(ii).
5
"CLASS B CERTIFICATE RATE" shall mean, with respect to the Class B
Certificates, for the period from and including the Closing Date through but
excluding February 15, 2002, and for the period from and including February 15,
2002 through but excluding March 15, 2002, and for each Interest Period
thereafter, a per annum rate of 0.50% above LIBOR determined on the related
LIBOR Determination Date, calculated on the basis of actual days elapsed and a
360-day year.
"CLASS B CERTIFICATEHOLDER" shall mean the Person in whose name a Class
B Certificate is registered in the Certificate Register.
"CLASS B CERTIFICATES" shall mean any one of the Certificates executed
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of EXHIBIT A-2.
"CLASS B FLOATING 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 equal to the Class B Invested Amount as of
the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Invested Amount as of the close of business
on such day; provided, however, that with respect to the first Monthly Period,
the Class B Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the Initial Invested Amount.
"CLASS B INITIAL INVESTED AMOUNT" shall mean $25,500,000.
"CLASS B INTEREST SHORTFALL" shall have the meaning specified in
SECTION 4.02(b).
"CLASS B INVESTED AMOUNT" shall mean, on any date of determination, an
amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Class B Certificateholders on or prior
to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for
all prior Distribution Dates, minus (d) the amount of Reallocated Class B
Principal Collections allocated on all prior Distribution Dates pursuant to
SECTION 4.08(a) for which the Collateral Invested Amount has not been reduced,
minus (e) an amount equal to the amount by which the Class B Invested Amount has
been reduced on all prior Distribution Dates pursuant to SECTION 4.06(a) and
plus (f) the amount of Excess Spread and Excess Finance Charge Collections
allocated and available on all prior Distribution Dates pursuant to SECTION
4.07(d) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided, however, that the Class B Invested
Amount may not be reduced below zero.
"CLASS B INVESTOR CHARGE-OFFS" shall have the meaning specified in
SECTION 4.06(b).
"CLASS B INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class B Floating Percentage
for such Monthly Period.
"CLASS B MONTHLY INTEREST" shall have the meaning specified in SECTION
4.02(b).
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"CLASS B MONTHLY PRINCIPAL" shall have the meaning specified in SECTION
4.03(b).
"CLASS B PENALTY RATE" shall mean the sum of the Class B Certificate
Rate and 2.00% per annum.
"CLASS B PRINCIPAL COMMENCEMENT DATE" shall mean the earlier to occur
of (i) the Distribution Date on which an amount equal to the Class A Invested
Amount has been deposited in the Principal Funding Account (after taking into
account any deposits to be made on such Distribution Date) and (ii) the
Distribution Date on which the Class A Invested Amount is paid in full.
"CLASS B PRINCIPAL PERCENTAGE" shall mean, with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period or the Early Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is the Class B Invested Amount as of the end of
the Revolving Period, and the denominator of which is the Invested Amount as of
the end of the Revolving Period; provided, however, that with respect to the
first Monthly Period, the Class B Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial Invested
Amount and the denominator of which is the Initial Invested Amount.
"CLASS B REQUIRED AMOUNT" shall have the meaning specified in SECTION
4.04(b).
"CLASS B SERVICING FEE" shall have the meaning specified in SECTION
3.01.
"CLOSING DATE" shall mean January 31, 2002.
"COLLATERAL" shall have the meaning specified in Section 9.09.
"COLLATERAL ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, an amount equal to the Collateral Invested Amount minus
the excess, if any, of the Principal Funding Account Balance over the sum of the
Class A Invested Amount and the Class B Invested Amount on such date of
determination (such excess not to exceed the Collateral Invested Amount).
"COLLATERAL AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the Collateral Floating Percentage of the Collections
of Finance Charge Receivables received during such Monthly Period (less Servicer
Interchange with respect to such Monthly Period) and allocated to Series 2002-1
(including any amounts that are to be treated as Collections of Finance
Receivables in accordance with the Agreement).
"COLLATERAL CHARGE-OFFS" shall have the meaning specified in SECTION
4.06(c).
"COLLATERAL DEFAULT AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Collateral Floating
Percentage for such Monthly Period.
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"COLLATERAL FLOATING 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 equal to the Collateral Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of the
close of business on such day; provided, however, that with respect to the first
Monthly Period, the Collateral Floating Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Collateral Initial
Invested Amount and the denominator of which is the Initial Invested Amount.
"COLLATERAL INITIAL INVESTED AMOUNT" shall mean $27,625,000.
"COLLATERAL INTEREST" shall mean a fractional undivided interest in the
Trust which shall consist of the right to receive (i) to the extent necessary to
make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
this Supplement, funds on deposit in the Collection Account allocable thereto
pursuant to the Agreement and this Supplement, and funds on deposit in the
Principal Funding Account or any other Series Account (and any investment
earnings thereon, net of investment expenses and losses, if and to the extent
specifically provided herein) allocable thereto pursuant to the Agreement and
this Supplement and (ii) amounts available for payment to the Collateral
Interest Holder pursuant to SECTIONS 4.07(e) and the Spread Account Agreement.
"COLLATERAL INTEREST HOLDER" shall mean National City Bank, or any
other entity so designated in writing by the Seller to the Trustee and any
permitted assignee thereof, and shall be deemed to be the registered holder
thereof.
"COLLATERAL INVESTED AMOUNT" shall mean, on any date of determination,
an amount equal to (a) the Collateral Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Collateral Interest Holder on
or prior to such date, minus (c) the aggregate amount of Collateral Charge-Offs
for all prior Distribution Dates, minus (d) the amount of Reallocated Collateral
Principal Collections allocated on all prior Distribution Dates pursuant to
SECTIONS 4.08(a) and (b), minus (e) an amount equal to the amount by which the
Collateral Invested Amount has been reduced on all prior Distribution Dates
pursuant to SECTIONS 4.06(a) and (b) and plus (f) the amount of Excess Spread
and Excess Finance Charge Collections allocated and available on all prior
Distribution Dates pursuant to SECTION 4.07(h) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Collateral Invested Amount may not be reduced below zero.
"COLLATERAL MINIMUM MONTHLY INTEREST" shall have the meaning specified
in SECTION 4.02(c).
"COLLATERAL MINIMUM RATE" shall mean, for any Interest Period, a rate
per annum equal to 1.00% in excess of LIBOR, as determined on the related LIBOR
Determination Date, or such other rate, as may be specified in an agreement
between the Seller and the Collateral Interest Holder, that shall not exceed
LIBOR plus 1.50% per annum.
"COLLATERAL MONTHLY PRINCIPAL" shall have the meaning specified in
SECTION 4.03(c).
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"COLLATERAL PRINCIPAL COMMENCEMENT DATE" shall mean the earlier to
occur of (i) the Distribution Date on which an amount equal to the sum of the
Class A Invested Amount and the Class B Invested Amount has been deposited in
the Principal Funding Account (after taking into account any deposits to be made
on such Distribution Date) and (ii) the Distribution Date on which the Class B
Invested Amount is paid in full.
"COLLATERAL PRINCIPAL PERCENTAGE" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Invested Amount as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period or the Early Amortization
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Collateral Invested Amount as of the
end of the Revolving Period, and the denominator of which is the Invested Amount
as of the end of the Revolving Period; provided, however, that with respect to
the first Monthly Period, the Collateral Principal Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.
"COLLATERAL SERVICING FEE" shall have the meaning specified in SECTION
3.01.
"CONTROLLED ACCUMULATION AMOUNT" shall mean for any Transfer Date with
respect to the Controlled Accumulation Period, $35,416,666.67; provided,
however, that if the Accumulation Period Length is determined to be less than
twelve months pursuant to SECTION 4.05(g), the Controlled Accumulation Amount
for each Distribution Date with respect to the Controlled Accumulation Period
will be equal to (i) the product of (x) the Initial Invested Amount and (y) the
Accumulation Period Factor for such Monthly Period divided by (ii) the Required
Accumulation Factor Number.
"CONTROLLED ACCUMULATION PERIOD" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on December 31, 2005 or such later date as is determined in accordance
with SECTION 4.05(g) and ending on the first to occur of (a) the commencement of
the Early Amortization Period and (b) the Series Termination Date.
"CONTROLLED DEPOSIT AMOUNT" shall mean, with respect to any
Distribution Date, the sum of (a) the Controlled Accumulation Amount for such
Distribution Date and (b) any existing Accumulation Shortfall.
"COVERED AMOUNT" shall mean an amount, determined as of each
Distribution Date with respect to 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 Certificate Rate in effect with respect to such Interest Period, times
(iii) the aggregate amount on deposit in the Principal Funding Account with
respect to Class A Monthly Principal as of the Record Date preceding such
Distribution 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 Certificate Rate in effect with
9
respect to such Interest Period, times (iii) the aggregate amount on deposit in
the Principal Funding Account with respect to Class B Monthly Principal as of
the Record Date preceding such Distribution Date.
"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 2002-1 is deemed to have occurred, and
ending on the first to occur of (a) the payment in full to the Class A
Certificateholders, the Class B Certificateholders and the Collateral Interest
Holder of the Class A Invested Amount, the Class B Invested Amount and the
Collateral Invested Amount, respectively, or (b) the Series Termination Date.
"EXCESS SPREAD" shall mean, with respect to any Distribution Date, the
sum of the amounts, if any, specified pursuant to SECTIONS 4.05(a)(iv),
4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution Date.
"FINANCE CHARGE SHORTFALL" shall have the meaning specified in SECTION
4.09.
"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 Adjusted 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 Addition
Date or a Removal 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 Addition Date
or Removal Date and (B) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the related Addition Date or Removal Date for the
period from and including the related Addition Date or Removal Date to and
including the last day of such Monthly Period.
"GROUP ONE" shall mean Series 2002-1 and each other Series specified in
the related Supplement to be included in Group One.
"HIGHEST INVESTMENT CATEGORY" shall have the meaning specified in
SECTION 2.01(b).
"INITIAL INVESTED AMOUNT" shall mean $425,000,000.
"INTEREST PERIOD" shall mean, with respect to 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.
10
"INVESTED AMOUNT" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date, (b)
the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.
"INVESTOR CHARGE-OFFS" shall mean Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs.
"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.
"INVESTMENT LETTER" shall have the meaning specified in SECTION
9.05(a).
"LIBOR" shall mean, for any Interest Period, the London interbank
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of SECTION
4.13.
"LIBOR DETERMINATION DATE" shall mean (i) January 29, 2002 for the
period from and including the Closing Date through but excluding February 15,
2002, (ii) February 13, 2002 for the period from and including February 15, 2002
through but excluding March 15, 2002 and (iii) thereafter, the second London
Business Day prior to the commencement of each Interest Period.
"LONDON BUSINESS DAY" shall mean any day on which dealings in deposits
in United States dollars are transacted in the London interbank market in London
and New York.
"MONTHLY INTEREST" means, with respect to any Distribution Date, the
Class A Monthly Interest, the Class B Monthly Interest and the Collateral
Minimum Monthly Interest for such Distribution Date.
"MONTHLY SERVICING FEE" shall have the meaning specified in SECTION
3.01.
"MONTHLY TOTAL PERCENTAGE ALLOCATION" shall have the meaning specified
in SECTION 4.01(b)(ii).
"NATIONAL CITY" shall mean National City Bank.
"NET SERVICING FEE RATE" shall mean the Servicing Fee Rate less the
Servicer Interchange Percentage.
"PERCENTAGE ALLOCATION" shall have the meaning specified in SECTION
4.01(b)(ii).
"PERMITTED ASSIGNEE" shall mean any Person who, if it were the
Collateral Interest Holder or holder of an interest in the Trust, as applicable,
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.
11
"PORTFOLIO ADJUSTED YIELD" shall mean, with respect to any Transfer
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate from the Portfolio Yield for such
Monthly Period.
"PORTFOLIO YIELD" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to (a) the Floating Allocation Percentage of Collections of Finance Charge
Receivables (including any amounts that are to be treated as Collections of
Finance Charge Receivables in accordance with the Agreement), plus (b) the
Principal Funding Investment Proceeds deposited into the Collection Account on
the Distribution Date related to such Monthly Period, plus (c) the amount of the
Reserve Draw Amount (up to the Available Reserve Account Amount) plus any
amounts of interest and earnings described in SECTION 4.12, each deposited into
the Collection Account on the Distribution Date relating to such Monthly Period,
minus (d) the Investor Default Amount for the Distribution Date with respect to
such Monthly Period, and the denominator of which is the Invested Amount as of
the last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the Invested Amount as of the Closing Date).
"PRINCIPAL 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 (a) during the Revolving Period,
the Invested Amount as of the last day of the immediately preceding Monthly
Period and (b) during the Controlled Accumulation Period or the Early
Amortization Period, the Invested Amount as of the last day of the Revolving
Period 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 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 Addition Date or a Removal 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 Addition Date or Removal Date and
(2) the aggregate amount of Principal Receivables in the Trust at the end of the
day on the related Addition Date or Removal Date for the period from and
including the related Addition Date or Removal Date to and including the last
day of such Monthly Period; and, provided further, that, if after the
commencement of the Controlled Accumulation Period or the Early Amortization
Period, a Pay Out Event occurs with respect to another Series that was
designated in the Supplement therefor as a Series that is a "Paired Series" with
respect to Series 2002-1, the Seller may, by written notice delivered to the
Trustee and the Servicer, designate a different numerator for the foregoing
fraction, provided that (I) such numerator is not less than the Invested Amount
as of the last day of the Monthly Period preceding such Pay Out Event and (II)
the Seller shall have received written notice that the Rating Agency Condition
has been satisfied with respect to such designation and shall have delivered
copies of each such written notice to the Servicer and the Trustee.
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"PRINCIPAL SHORTFALL" shall have the meaning specified in SECTION 4.10.
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning set forth in SECTION
4.11(a).
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any
date of determination, the principal amount, if any, on deposit in the Principal
Funding Account on such date of determination.
"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to
each Distribution Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses) for the period from and
including the immediately preceding Distribution Date to but excluding such
Distribution Date.
"PROSPECTUS" shall mean the prospectus and the prospectus supplement as
filed with the Securities and Exchange Commission under Rule 424(b) of the
Securities Act relating to the Series 2002-1 Certificates.
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" shall mean, with respect to
any Distribution Date, Collections of Principal Receivables applied in
accordance with SECTION 4.08(a) in an amount not to exceed the product of (a)
the Class B Principal Percentage with respect to the Monthly Period relating to
such Distribution Date and (b) the Principal Allocation Percentage with respect
to the Monthly Period relating to such Distribution Date and (c) the amount of
Collections of Principal Receivables with respect to the Monthly Period relating
to such Distribution Date; provided, however, that such amount shall not exceed
the Class B Invested Amount after giving effect to any Class B Investor
Charge-Offs for such Distribution Date.
"REALLOCATED COLLATERAL PRINCIPAL COLLECTIONS" shall mean, with respect
to any Distribution Date, Collections of Principal Receivables applied in
accordance with SECTIONS 4.08(a) and (b) in an amount not to exceed the product
of (a) the Collateral Principal Percentage with respect to the Monthly Period
relating to such Distribution Date and (b) the Principal Allocation Percentage
with respect to the Monthly Period relating to such Distribution Date and (c)
the amount of Collections of Principal Receivables with respect to the Monthly
Period relating to such Distribution Date; provided, however, that such amount
shall not exceed the Collateral Invested Amount after giving effect to any
Collateral Charge-Offs for such Distribution Date.
"REALLOCATED PRINCIPAL COLLECTIONS" shall mean the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Collateral
Principal Collections.
"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 (i) the Invested Amount on such
Distribution Date, plus (ii) Monthly Interest for such Distribution Date and any
Monthly Interest previously due but not distributed to the Series 2002-1
Certificateholders and the Collateral Interest Holder on a prior Distribution
Date, plus (iii) the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due but not distributed
to the Series 2002-1 Certificateholders and the Collateral Interest Holder on a
prior Distribution Date.
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"REFERENCE BANKS" shall mean the major banks in the London interbank
market selected by the Servicer from time to time.
"REQUIRED ACCUMULATION FACTOR NUMBER" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation; provided, however, that this definition may be changed at any
time if the Rating Agency Condition is satisfied.
"REQUIRED RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the outstanding principal balance of the Invested Amount or (b)
any other amount designated by the Seller; provided, however, that if such
designation is of a lesser amount, the Seller shall (i) provide the Servicer,
the Collateral Interest Holder and the Trustee with evidence that the Rating
Agency Condition shall have been satisfied and (ii) deliver to the 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 the Seller, 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 2002-1.
"RESERVE ACCOUNT" shall have the meaning specified in SECTION 4.12(a).
"RESERVE ACCOUNT FUNDING DATE" shall mean the Distribution Date which
occurs not later than the earliest of (a) the Distribution Date with respect to
the Monthly Period which commences 3 months prior to the commencement of the
Controlled Accumulation Period; (b) the first Distribution Date for which the
Portfolio Adjusted Yield is less than 2.0%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the
Distribution Date with respect to the Monthly Period which commences twelve (12)
months prior to the commencement of the Controlled Accumulation Period; (c) the
first Distribution Date for which the Portfolio Adjusted Yield is less than
3.0%, but in such event the Reserve Account Funding Date shall not be required
to occur earlier than the Distribution Date with respect to the Monthly Period
which commences six (6) months prior to the commencement of the Controlled
Accumulation Period; and (d) the first Distribution Date for which the Portfolio
Adjusted Yield is less than 4.0%, but in such event the Reserve Account Funding
Date shall not be required to occur earlier than the Distribution Date with
respect to the Monthly Period which commences four (4) months prior to the
commencement of the Controlled Accumulation Period.
"RESERVE ACCOUNT SURPLUS" shall mean, as of any Distribution 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" shall mean, with respect to each Distribution
Date relating to the Controlled Accumulation Period or the first Distribution
Date relating to the Rapid Amortization Period, the amount, if any, by which the
Principal Funding Investment Proceeds for such Distribution Date are less than
the Covered Amount determined as of such Distribution Date.
14
"REVOLVING PERIOD" shall mean the period beginning at the close of
business on the Closing Date and ending on the earlier of (a) the close of
business on December 31, 2005; PROVIDED, that the Controlled Accumulation Period
has not been postponed in accordance with Subsection 4.05(g), and (b) the close
of business on the day immediately preceding the day the Early Amortization
Period commences.
"SCHEDULED PAYMENT DATE" shall mean the January 2007 Distribution Date.
"SERIES INVESTED AMOUNT" shall mean the Initial Invested Amount.
"SERIES TERMINATION DATE" shall mean the date earliest to occur of (a)
the day after the Distribution Date on which the Invested Amount is paid in
full, (b) the January 2009 Distribution Date or (c) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
"SERIES 2002-1" shall mean the Series of Investor Certificates the
terms of which are specified in this Supplement.
"SERIES 2002-1 CERTIFICATEHOLDER" shall mean a Class A
Certificateholder or a Class B Certificateholder.
"SERIES 2002-1 CERTIFICATES" shall mean the Class A Certificates and
the Class B Certificates.
"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%.
"SPREAD ACCOUNT AGREEMENT" shall mean the Spread Account Agreement,
dated as of January 31, 2002, by and among the Seller, the Servicer and the
Trustee, as amended and supplemented from time to time.
"TELERATE PAGE 3750" shall mean the display page currently so
designated on the Bridge Telerate Market Report (or such other page as may
replace that page on that service for the purpose of displaying comparable rates
or prices).
"TRANSFER" shall have the meaning specified in SECTION 9.05(a).
(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 Agreement with respect to Series 2002-1, Xxxxx'x, Standard & Poor's and
Fitch. As used in this Supplement and in the Agreement with respect to Series
2002-1, "highest investment category" shall mean (i) in the case of Standard &
Poor's, AAA, A-1+, AAAm or AAmG, as
15
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
2002-1 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 2002-1 with respect to any Distribution Date shall be paid
from Servicer Interchange and the Monthly Servicing Fee. The "MONTHLY SERVICING
FEE" shall be equal to one-twelfth of the excess of (x) the product of (a) the
Servicing Fee Rate and (b) (i) the Invested Amount as of the last day of 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 Floating Allocation
Percentage with respect to 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;
provided, however, that with respect to the first Distribution Date, the Monthly
Servicing Fee shall be $365,972.00. The share of the Monthly Servicing Fee
allocable to the Class A Certificateholders with respect to any Distribution
Date (the "CLASS A SERVICING FEE") shall be equal to one-twelfth of the product
of (A) the Class A Floating Percentage, (B) the Net Servicing Fee Rate and (C)
the Servicing Base Amount; provided, however, that with respect to the first
Distribution Date the Class A Servicing Fee shall be $320,226.00. The share of
the Monthly Servicing Fee allocable to the Class B Certificateholders with
respect to any Distribution Date (the "CLASS B SERVICING FEE") shall be equal to
one-twelfth of the product of (1) the Class B Floating Percentage, (2) the Net
Servicing Fee Rate and (3) the Servicing Base Amount; provided, however, that
with respect to the first Distribution Date, the Class B Servicing Fee shall be
$21,958.00. The share of the Monthly Servicing Fee allocable to the Collateral
Interest Holder with respect to any Distribution Date (the "COLLATERAL SERVICING
FEE") shall be equal to one-twelfth of the product of (1) the Collateral
Floating Percentage, (2) the Net Servicing Fee Rate and (3) the Servicing Base
Amount; provided, however, that with respect to the first Distribution Date, the
Collateral Servicing Fee shall be $23,788.00. 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
16
such Monthly Period, to the Servicer in partial payment of the Series 2002-1
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, the Series 2002-1 Certificateholders or the Collateral Interest Holder
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 (I) Class
A Servicing Fee shall be payable to the Servicer solely to the extent amounts
are available for distribution in respect thereof pursuant to SECTION
4.05(a)(ii), 4.07(a) or 4.08(a), (ii) the Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect thereof
pursuant to SECTION 4.05(b)(ii), 4.07(c) or 4.08(b), and (iii) the Collateral
Servicing Fee shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to SECTION 4.05(c)(i) or 4.07(f).
ARTICLE IV
RIGHTS OF SERIES 2002-1 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 2002-1 as follows:
(a) ALLOCATIONS DURING THE REVOLVING PERIOD. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate to Series 2002-1,
the Certificateholders of other Series or the Holder of the Seller Interest the
following amounts as set forth below:
(i) Allocate to Series 2002-1 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) (A) An amount equal to the Class A Principal Percentage
of the product of (1) the Principal Allocation Percentage on such date
and (2) the aggregate amount of such Collections processed in respect
of Principal Receivables on such date 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; provided, however, that the amount to be paid to the
Holder of the Seller Interest pursuant to this SECTION 4.01(a)(ii) 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, and (B)
allocate to Series 2002-1 and retain in the Collection Account an
amount equal to the sum of (x) the Class B Principal Percentage of the
product of (1) the Principal Allocation Percentage on such date and (2)
the aggregate amount of such Collections processed in respect of
Principal
17
Receivables on such date and (y) the Collateral Principal Percentage of
the product of (1) the Principal Allocation Percentage on such date and
(2) the aggregate amount of such Collections processed in respect of
Principal Receivables on such date.
(b) ALLOCATIONS DURING THE CONTROLLED ACCUMULATION PERIOD. During the
Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to Series 2002-1, the Certificateholders of other Series or the Holder
of the Seller Interest the following amounts as set forth below:
(i) Allocate to Series 2002-1 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) (A) Allocate to Series 2002-1 and retain in the
Collection Account an amount, if any, equal to the Class A Principal
Percentage of the product of (1) the Principal Allocation Percentage on
such date and (2) the aggregate amount of such Collections processed in
respect of Principal Receivables on such date (for any such date, a
"PERCENTAGE ALLOCATION"); provided, however, that if the sum of such
Percentage Allocation and all preceding Percentage Allocations with
respect to the same Monthly Period (the "MONTHLY TOTAL PERCENTAGE
ALLOCATION") exceeds the Controlled Deposit Amount for such Monthly
Period, then such excess shall not be treated as a Percentage
Allocation and 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 such date) and, to the extent not so paid, shall
be deposited into the Special Funding Account, and (B) allocate to
Series 2002-1 and retain in the Collection Account an amount equal to
the sum of (x) the Class B Principal Percentage of the product of (1)
the Principal Allocation Percentage on such date and (2) the aggregate
amount of such Collections processed in respect of Principal
Receivables on such date and (y) the Collateral Principal Percentage of
the product of (1) the Principal Allocation Percentage on such date and
(2) the aggregate amount of such Collections processed in respect of
Principal Receivables on such date.
(c) ALLOCATIONS DURING THE EARLY AMORTIZATION PERIOD. During the Early
Amortization Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to Series
2002-1, the Certificateholders of other series or the Holder of the Seller
Interest the following amounts as set forth below:
(i) Allocate to Series 2002-1 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 such
Collections processed in respect of Finance Charge Receivables on such
date.
18
(ii) Allocate to Series 2002-1 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 2002-1, 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. DETERMINATION OF MONTHLY INTEREST.
(a) The amount of monthly interest ("CLASS A MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class A
Certificates 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 Certificate Rate and (ii) the outstanding principal amount of the Class A
Certificates as of the close of business on the last day of the preceding
Monthly Period.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CLASS A INTEREST SHORTFALL"),
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest Shortfall with
respect to any Distribution Date is greater than zero, an additional amount
("CLASS A ADDITIONAL 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 Penalty Rate and (ii)
such Class A Interest Shortfall (or the portion thereof which has not been paid
to the Class A Certificateholders) shall be payable as provided herein with
respect to the Class A Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such Class A
Interest Shortfall is paid to the Class A Certificateholders. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("CLASS B MONTHLY INTEREST")
distributable from the Collection Account with respect to the Class B
Certificates 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 Certificate Rate and (ii) the outstanding principal amount of the Class B
Certificates as of the close of business on the last day of the preceding
Monthly Period.
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On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CLASS B INTEREST SHORTFALL"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. If the Class B Interest Shortfall with
respect to any Distribution Date is greater than zero, an additional amount
("CLASS B ADDITIONAL 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 Penalty Rate and (ii)
such Class B Interest Shortfall (or the portion thereof which has not been paid
to the Class B Certificateholders) shall be payable as provided herein with
respect to the Class B Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such Class B
Interest Shortfall is paid to the Class B Certificateholders. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Certificateholders only to the extent permitted by
applicable law.
(c) The amount of monthly interest ("COLLATERAL MINIMUM MONTHLY
INTEREST") distributable from the Collection Account with respect to the
Collateral Interest on any Distribution Date shall be an amount equal to 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
Collateral Minimum Rate, and (ii) the Collateral Interest Initial Amount less
the aggregate amount distributed to the Collateral Interest Holder with respect
to the Collateral Monthly Principal for all prior Distribution Dates.
Section 4.03. DETERMINATION OF MONTHLY PRINCIPAL.
(a) The amount of monthly principal ("CLASS A MONTHLY PRINCIPAL")
distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date, beginning with the first to occur of (i)
the first Distribution Date with respect to an Early Amortization Period, if
any, and (ii) the first Distribution Date with respect to the Controlled
Accumulation Period, shall be equal to the least of (A) the Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date, (B) for each Distribution Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Distribution Date
and (C) the Class A Adjusted Invested Amount on such Distribution Date (without
taking into account any deposit into the Principal Funding Account on the
related Transfer Date).
(b) The amount of monthly principal ("CLASS B MONTHLY PRINCIPAL")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with the Class B Principal
Commencement Date, shall be equal to the least of (i) the Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Principal Collections
applied to Class A Monthly Principal on such Distribution Date), (ii) for each
Distribution Date with respect to the Controlled Accumulation Period, the
Controlled Deposit Amount for such Distribution Date (minus the Class A Monthly
Principal with respect to such Distribution Date) and (iii) the Class B Adjusted
Invested Amount on such Distribution Date (without taking into account any
deposit into the Principal Funding Account on the related Transfer Date).
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(c) The amount of monthly principal ("COLLATERAL MONTHLY PRINCIPAL")
distributable from the Collection Account with respect to the Collateral
Interest on each Distribution Date, beginning with the Collateral Principal
Commencement Date, shall be equal to the least of (i) the Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Principal Collections
applied to Class A Monthly Principal and Class B Monthly Principal on such
Transfer Date), (ii) for each Distribution Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Distribution Date
(minus the Class A Monthly Principal and Class B Monthly Principal with respect
to such Distribution Date) and (iii) the Collateral Adjusted Invested Amount on
such Distribution Date (without taking into account any deposit into the
Principal Funding Account on the related Transfer Date).
Section 4.04. REQUIRED AMOUNT.
(a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "CLASS A
REQUIRED AMOUNT"), if any, by which (a) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iv) the Class A Servicing Fee
for such Distribution Date, (v) any Class A Servicing Fee previously due but not
paid to the Servicer, and (vi) the Class A Investor Default Amount, if any, for
such Distribution Date exceeds (b) the Class A Available Funds.
(b) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall also determine the amount (the "CLASS B
REQUIRED AMOUNT"), if any, equal to the sum of (i) the amount, if any, by which
the sum of (A) the Class B Monthly Interest for such Distribution Date, (B) the
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders on a prior Distribution Date, (C) any Class B Additional
Interest previously due but not paid to the Class B Certificateholders on a
prior Distribution Date, (D) the Class B Servicing Fee for such Distribution
Date, (E) any Class B Servicing Fee previously due but not paid to the Servicer,
exceeds the Class B Available Funds, plus (ii) the Class B Investor Default
Amount, if any, for the prior Monthly Period.
(c) If the sum of the Class A Required Amount and the Class B Required
Amount for such Distribution Date is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Class A Required Amount or Class
B Required Amount on the date of computation. In the event that the Class A
Required Amount for such Distribution Date is greater than zero, all or a
portion of the Excess Spread and the Excess Finance Charge Collections allocable
to Series 2002-1 with respect to the related Monthly Period in an amount equal
to the Class A Required Amount for such Distribution Date shall be distributed
from the Collection Account on such Distribution Date pursuant to SECTION
4.07(a). In the event that the Class A Required Amount for such Distribution
Date exceeds the amount of Excess Spread and the amount of Excess Finance Charge
Collections allocable to Series 2002-1 with respect to the related Monthly
Period, all or a portion of the Reallocated Principal Collections with respect
to such Monthly Period in an amount equal to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to SECTION
4.08(a). In the event that the Class B
21
Required Amount for such Distribution Date is greater than zero, the amount of
Excess Spread and Excess Finance Charge Collections available to fund such
amount with respect to the related Monthly Period in an amount equal to the
Class B Required Amount for such Distribution Date shall be distributed from the
Collection Account on such Distribution Date pursuant to SECTION 4.07(c). In the
event that the Class B Required Amount for such Distribution Date exceeds the
amount of Excess Spread and the amount of Excess Finance Charge Collections
available to fund the Class B Required Amount with respect to the related
Monthly Period, all or a portion of the Reallocated Collateral Principal
Collections (minus any Reallocated Collateral Principal Collections applied to
cover the Class A Required Amount) with respect to such Monthly Period in an
amount equal to such excess shall be distributed from the Collection Account on
such Distribution Date pursuant to SECTION 4.08(b); provided, however, that the
sum of any payments pursuant to this paragraph shall not exceed the sum of the
Class A Required Amount and the Class B Required Amount.
Section 4.05. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE
FUNDS, COLLATERAL AVAILABLE FUNDS AND AVAILABLE PRINCIPAL COLLECTIONS. The
Servicer shall apply, or shall cause the Trustee to apply, on each Distribution
Date, Class A Available Funds, Class B Available Funds, Collateral Available
Funds and Available Principal Collections on deposit in the Collection Account
with respect to such Distribution Date to make the following distributions:
(a) On each Distribution Date, an amount equal to the Class A Available
Funds with respect to such Distribution Date will be distributed in the
following priority:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to Class A Certificateholders on a
prior Distribution Date, plus the amount of any Class A Additional
Interest for such Distribution Date and any Class A Additional Interest
previously due but not distributed to Class A Certificateholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) an amount equal to the Class A Servicing Fee for such
Distribution Date, plus the amount of any Class A Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount or any portion thereof has been netted against deposits to the
Collection Account in accordance with SECTION 4.03 of the Agreement);
(iii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Available
Principal Collections for such Distribution Date; and
(iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in SECTION 4.07.
(b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed in
the following priority:
22
(i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to Class B Certificateholders on a
prior Distribution Date, plus the amount of any Class B Additional
Interest for such Distribution Date and any Class B Additional Interest
previously due but not distributed to Class B Certificateholders on a
prior Distribution Date, shall be distributed to the Paying Agent for
payment to the Class B Certificateholders;
(ii) an amount equal to the Class B Servicing Fee for such
Distribution Date, plus the amount of any Class B Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount or any portion thereof has been netted against deposits to the
Collection Account in accordance with SECTION 4.03 of the Agreement);
and
(iii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in SECTION 4.07.
(c) On each Distribution Date, an amount equal to the
Collateral Available Funds with respect to such Distribution Date will be
distributed in the following priority:
(i) if the Seller or The Bank of New York is no longer the
Servicer, an amount equal to the Collateral Servicing Fee for such
Distribution Date, plus the amount of any Collateral Servicing Fee
previously due but not distributed to the Servicer on a prior
Distribution Date, shall be distributed to the Servicer (unless such
amount has been netted against deposits to the Collection Account in
accordance with SECTION 4.03 of the Agreement); and
(ii) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in SECTION 4.07.
(d) 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 shall be treated as Shared
Principal Collections and applied in accordance with SECTION 4.04 of the
Agreement.
(e) On each Distribution Date with respect to the Controlled
Accumulation Period or an Early Amortization 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 Class A Monthly Principal for such
Distribution Date, shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B) during
the Early Amortization Period, distributed to the Paying Agent for
payment to the Class A Certificateholders;
(ii) for each Distribution Date beginning on the Class B
Principal Commencement Date, an amount equal to Class B Monthly
Principal for such Distribution Date, shall be (A) during the
Controlled Accumulation Period, deposited into
23
the Principal Funding Account, and (B) during the Early Amortization
Period, distributed to the Paying Agent for payment to the Class B
Certificateholders; and
(iii) for each Distribution Date beginning on the Collateral
Principal Commencement Date, an amount equal to Collateral Monthly
Principal for such Distribution Date, shall be (A) during the
Controlled Accumulation Period, deposited into the Principal Funding
Account, and (B) during the Early Amortization Period, distributed to
the Paying Agent for payment to the Collateral Interest Holder; and
(iv) for each Distribution Date, after giving effect to
paragraphs (i), (ii) and (iii) 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.
(f) On the earlier to occur of (i) the first Distribution Date
with respect to the Early Amortization Period and (ii) the Scheduled Payment
Date, an amount equal to the aggregate amount on deposit in the Principal
Funding Account will be distributed in the following priority:
(i) an amount equal to the aggregate amount deposited into the
Principal Funding Account pursuant to SECTION 4.05(e)(i) shall be
distributed to the Paying Agent for payment to the Class A
Certificateholders;
(ii) an amount equal to the aggregate amount deposited into
the Principal Funding Account pursuant to SECTION 4.05(e)(ii) shall be
distributed to the Paying Agent for payment to the Class B
Certificateholders; and
(iii) an amount equal to the aggregate amount deposited into
the Principal Funding Account pursuant to SECTION 4.05(e)(iii) shall be
distributed to the Paying Agent for payment to the Collateral Interest
Holder.
(g) The Controlled Accumulation Period is scheduled to
commence at the close of business on December 31, 2005; provided, however, that,
if the Accumulation Period Length (determined as described below) is less than
twelve months, the date on which the Controlled Accumulation Period actually
commences will be delayed to the first Business Day of the month that is the
number of whole months prior to the Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the Determination Date immediately preceding the December 2005
Distribution Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the "ACCUMULATION PERIOD
LENGTH" which will equal the number of whole months such that the sum of the
Accumulation Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however, that
the Accumulation Period Length will not be determined to be less than one month;
provided further, however, that the determination of the Accumulation Period
Length may be changed at any time if the Rating Agency Condition is satisfied.
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Section 4.06. DEFAULTED AMOUNTS; INVESTOR CHARGE-OFFS.
(a) On each Determination Date, the Servicer shall calculate the Class
A Investor Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class A Required Amount for the related Monthly Period
exceeds the sum of (i) the amount of Reallocated Principal Collections with
respect to such Monthly Period and (ii) the amount of Excess Spread and the
Excess Finance Charge Collections allocable to Series 2002-1 with respect to
such Monthly Period, the Collateral Invested Amount (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Distribution Date) will be reduced by the amount of such
excess, but not by more than the lesser of the Class A Investor Default Amount
and the Collateral Invested Amount (after giving effect to reductions for any
Collateral Charge-Offs and any Reallocated Principal Collections on such
Distribution Date) for such Distribution Date. In the event that such reduction
would cause the Collateral Invested Amount to be a negative number, the
Collateral Invested Amount will be reduced to zero, and the Class B Invested
Amount (after giving effect to reductions for any Class B Investor Charge-Offs
and any Reallocated Class B Principal Collections on such Distribution Date)
will be reduced by the amount by which the Collateral Invested Amount would have
been reduced below zero. In the event that such reduction would cause the Class
B Invested Amount to be a negative number, the Class B Invested Amount shall be
reduced to zero and the Class A Invested Amount shall be reduced by the amount
by which the Class B Invested Amount would have been reduced below zero, but not
by more than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the aggregate amount of the reductions, if any, of the
Class B Invested Amount and the Collateral Invested Amount for such Distribution
Date (a "CLASS A INVESTOR CHARGE-OFF"). Class A Investor Charge-Offs shall
thereafter be reimbursed and the Class A Invested Amount increased (but not by
an amount in excess of the aggregate unreimbursed Class A Investor Charge-Offs)
on any Distribution Date by the amount of Excess Spread and Excess Finance
Charge Collections allocated and available for that purpose pursuant to SECTION
4.07(b).
(b) On each Determination Date, the Servicer shall calculate the Class
B Investor Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for the related Monthly Period
exceeds the amount of Excess Spread and Excess Finance Charge Collections with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to SECTION 4.07(c), the Collateral Invested Amount (after
giving effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such Distribution Date) will be reduced by the amount
of such excess, but not by more than the lesser of the Class B Investor Default
Amount and the Collateral Invested Amount (after giving effect to reductions for
any Collateral Charge-Offs and any Reallocated Principal Collections on such
Distribution Date) for such Distribution Date. In the event that such reduction
would cause the Collateral Invested Amount to be a negative number, the
Collateral Invested Amount will be reduced to zero, and the Class B Invested
Amount (after giving effect to reductions for any Class B Investor Charge-Offs
and any Reallocated Class B Principal Collections on such Distribution Date)
will be reduced by the amount by which the Collateral Invested Amount would have
been reduced below zero, but not by more than the Class B Investor Default
Amount for such Distribution Date (a "CLASS B INVESTOR CHARGE-OFF"). Class B
Investor Charge-Offs shall thereafter be reimbursed and the Class B Invested
Amount increased (but not by an amount in excess of the aggregate
25
unreimbursed Class B Investor Charge-Offs) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available for that purpose pursuant to SECTION 4.07(d).
(c) On each Determination Date, the Servicer shall calculate the
Collateral Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Collateral Default Amount for the related Monthly Period
exceeds the amount of Excess Spread and Excess Finance Charge Collections with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to SECTION 4.07(g), the Collateral Invested Amount shall be
reduced by the amount of such excess, but not by more than the Collateral
Default Amount for such Distribution Date (a "COLLATERAL CHARGE-OFF").
Collateral Charge-Offs shall thereafter be reimbursed and the Collateral
Invested Amount increased (but not by an amount in excess of the aggregate
unreimbursed Collateral Charge-Offs) on any Distribution Date by the amount of
Excess Spread and Excess Finance Charge Collections allocated and available for
that purpose pursuant to SECTION 4.07(h).
(d) If on any Distribution Date Reallocated Class B Principal
Collections for such Distribution Date are applied pursuant to SECTION 4.08(a),
the Class B Invested Amount shall be reduced by the amount of such Reallocated
Class B Principal Collections.
(e) If on any Distribution Date Reallocated Collateral Principal
Collections for such Distribution Date are applied pursuant to SECTION 4.08(a)
or SECTION 4.08(b), the Collateral Invested Amount shall be reduced by the
amount of such Reallocated Collateral Principal Collections.
Section 4.07. EXCESS SPREAD; EXCESS FINANCE CHARGE COLLECTIONS. The
Servicer shall apply, or shall cause the Trustee to apply, on each Distribution
Date, Excess Spread and Excess Finance Charge Collections allocated to Series
2002-1 with respect to the related Monthly Period, to make the following
distributions in the following order of priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to SECTIONS 4.05(a)(i), (ii) and (iii); provided,
however, that in the event the Class A Required Amount for such Distribution
Date exceeds the amount of Excess Spread and Excess Finance Charge Collections
allocated to Series 2002-1, such Excess Spread and Excess Finance Charge
Collections shall be applied first to pay amounts due with respect to such
Distribution Date pursuant to SECTION 4.05(a)(i), second to pay the Class A
Servicing Fee plus the amount of any past due but not distributed Class A
Servicing Fees pursuant to SECTION 4.05(a)(ii) and third to pay the Class A
Investor Default Amount for such Distribution Date pursuant to SECTION
4.05(a)(iii);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in SECTION
4.06(a) (after giving effect to the allocation on such Distribution Date of any
amount for that purpose pursuant to SECTION 4.06(a)) shall be treated as a
portion of Available Principal Collections for such Distribution Date;
26
(c) an amount equal to the Class B Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to SECTIONS 4.05(b)(i) and then (ii) and any Class B
Investor Default Amount; provided, however, that in the event that the Class B
Required Amount for such Distribution Date exceeds the amount of Excess Spread
and Excess Finance Charge Collections allocated and available to fund such
amount, such Excess Spread and Excess Finance Charge Collections shall be
applied first to pay amounts due with respect to such Distribution Date pursuant
to SECTION 4.05(b)(i), second to pay the Class B Servicing Fee pursuant to
SECTION 4.05(b)(ii) and third, in an amount equal to the Class B Investor
Default Amount for such Distribution Date, to be treated as a portion of
Available Principal Collections for such Distribution Date;
(d) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" in SECTION 2.01 of this Supplement (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(e) an amount equal to the Collateral Minimum Monthly Interest plus the
amount of any past due Collateral Minimum Monthly Interest for such Distribution
Date shall be distributed to the Paying Agent for payment to the Collateral
Interest Holder;
(f) an amount equal to any Collateral Servicing Fees due but not paid
to the Servicer either on such Distribution Date or a prior Distribution Date
shall be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(h) an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Collateral Invested Amount" in SECTION 2.01 of this Supplement
(but not in excess of the aggregate amount of such reductions which have not
been previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;
(i) on each Distribution Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in SECTION 4.12(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;
(j) an amount equal to the amounts required to be deposited in the
Spread Account pursuant to the Spread Account Agreement shall be deposited into
the Spread Account as provided in the Spread Account Agreement; and
(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above will constitute Excess Finance
Charge Collections for such Distribution Date and will be available for
allocation to other Series in Group One or to the Seller as described in Section
4.05 of the Agreement.
27
Section 4.08. REALLOCATED PRINCIPAL COLLECTIONS. The Servicer shall
apply, or shall cause the Trustee to apply, on each Distribution Date,
Reallocated Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with SECTIONS 4.08(a) and (b) prior to applying any
Reallocated Class B Principal Collections in accordance with SECTION 4.08(a) for
any amounts still owing after the application of Reallocated Collateral
Principal Collections) with respect to such Distribution Date, to make the
following distributions in the following order of priority:
(a) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Distribution Date over (ii) the amount of
Excess Spread and Excess Finance Charge Collections allocated to Series 2002-1
with respect to the related Monthly Period, shall be distributed by the Trustee
to fund any deficiency pursuant to SECTIONS 4.05(a)(i), (ii) and (iii); provided
that if the Class A Required Amount for such Distribution Date exceeds the sum
of (1) the amount of Excess Spread and Excess Finance Charge Collections
allocated to Series 2002-1 and (2) the amount of Reallocated Principal
Collections for such Distribution Date, then (I) such Excess Spread and Excess
Finance Charge Collections allocated to Series 2002-1 and (II) Reallocated
Principal Collections shall be applied first to pay amounts due with respect to
such Distribution Date pursuant to SECTION 4.05(a)(i), second to pay the Class A
Servicing Fee pursuant to SECTION 4.05(a)(ii) and third to pay the Class A
Investor Default Amount for such Distribution Date pursuant to SECTION
4.05(a)(iii);
(b) an amount equal to the excess, if any, of (i) the Class B Required
Amount, if any, with respect to such Distribution Date over (ii) the amount of
Excess Spread and Excess Finance Charge Collections allocated and available to
fund such amount, such Excess Spread and Excess Finance Charge Collections,
shall be distributed by the Trustee to fund any deficiency pursuant to SECTIONS
4.05(b)(i) and (ii) and, in an amount equal to the Class B Investor Default
Amount for such Distribution Date, to be treated as a portion of Available
Principal Collections for such Distribution Date; provided that if the Class B
Required Amount for such Distribution Date exceeds the sum of (1) the amount of
Excess Spread and Excess Finance Charge Collections allocated and available to
fund such amount and (2) the amount of Reallocated Collateral Principal
Collections available after funding the Class A Required Amount for such
Distribution Date, the (I) such amount of Excess Spread and Excess Finance
Charge Collections allocated and available to fund such amount and (2) such
amount of Reallocated Collateral Principal Collections available after funding
the Class A Required Amount for such Distribution Date shall be applied first to
pay amounts due with respect to such Distribution Date pursuant to SECTION
4.05(b)(i), second to pay the Class B Servicing Fee pursuant to SECTION
4.05(b)(ii) and third to pay the Class B Investor Default Amount for such
Distribution Date pursuant to SECTION 4.07(c); and
(c) the balance, if any, shall be treated as a portion of Available
Principal Collections for such Distribution Date.
Section 4.09. EXCESS FINANCE CHARGE COLLECTIONS. Series 2002-1 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 2002-1 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)
28
a fraction, the numerator of which is the Finance Charge Shortfall for Series
2002-1 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 "FINANCE CHARGE SHORTFALL" for Series 2002-1 for any
Distribution Date will be equal to the excess, if any, of (i) the full amount
required to be paid, without duplication, pursuant to SECTIONS 4.05(a), 4.05(b),
4.05(c) and 4.07 (other than clause (k) thereof) on such Distribution Date over
(ii) the Floating Allocation Percentage of Collections of Finance Charge
Receivables with respect to the related Monthly Period (including any amounts
that are to be treated as Collections of Finance Charge Receivables (less the
Servicer Interchange for such Monthly Period) in accordance with the Agreement).
Section 4.10. SHARED PRINCIPAL COLLECTIONS. Subject to SECTION 4.04 of
the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2002-1 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 2002-1 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 2002-1 will be equal to (i) for any
Distribution Date with respect to the Revolving Period, zero, (ii) for any
Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of, prior to the date on which the Series 2002-1 Certificates
are paid in full, the Controlled Deposit Amount with respect to such
Distribution Date over the amount of Available Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections) and (iii) for any Distribution Date with respect to an
Early Amortization Period, the excess, if any, of the Invested Amount over the
amount of Available Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Shared Principal Collections).
Section 4.11. PRINCIPAL FUNDING ACCOUNT.
(a) The Servicer shall establish, in the name of the Trust, on behalf
of the Trust, for the benefit of the Series 2002-1 Certificateholders and the
Collateral Interest Holder, as their interests appear herein, a "PRINCIPAL
FUNDING ACCOUNT" which shall be an Eligible Deposit Account, bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 2002-1 Certificateholders and the Collateral Interest
Holder. The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Principal Funding Account and in all proceeds
thereof. The Principal Funding Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 2002-1 Certificateholders
and the Collateral Interest Holder. If at any time the Principal Funding Account
ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its
behalf) shall, within ten (10) Business Days (or such longer period, not to
exceed thirty calendar days, as to which each Rating Agency shall consent)
establish a new Principal Funding Account meeting the conditions specified above
as an Eligible Deposit Account, and shall transfer any cash or any investments
to such new Principal Funding Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Supplement,
and (ii) on each Distribution Date (from and after the commencement of the
Controlled Accumulation Period) prior to the termination of the Principal
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Funding Account make deposits into the Principal Funding Account in the amounts
specified in, and otherwise in accordance with, SECTION 4.05(e).
(b) Funds on deposit in the Principal Funding Account shall be invested
at the direction of the Servicer by the Trustee in Eligible Investments. Funds
on deposit in the Principal Funding Account on any Distribution Date, after
giving effect to any withdrawals from the Principal Funding Account on such
Distribution Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Distribution Date. The Trustee shall:
(i) hold each Eligible Investment (other than such as are
described in clause (c) of the definition thereof) that constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Trustee that (I) such investment
property shall at all times be credited to a securities account of the
Trustee, (II) such securities intermediary shall comply with
entitlement orders originated by the Trustee without the further
consent of any other person or entity, (III) all property credited to
such securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security interest
in, or right of set-off with respect to any property credited to such
securities account, and (V) such agreement shall be governed by the
laws of the State of New York;
(ii) maintain possession of each other Eligible Investment not
described in clause (i) above (other than such as are described in
clause (c) of the definition thereof); and
(iii) cause each Eligible Investment described in clause (c)
of the definition thereof to be registered in the name of the Trustee
by the issuer thereof;
provided, that no Eligible Investment shall be disposed of prior to its maturity
date. Terms used in clause (i) above that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC.
On each Distribution Date with respect to the Controlled Accumulation
Period and on the first Transfer Date with respect to the Early Amortization
Period, the Trustee, acting at the Servicer's direction given on or before such
Distribution Date, shall transfer from the Principal Funding Account to the
Collection Account the Principal Funding Investment Proceeds on deposit in the
Principal Funding Account for application as Class A Available Funds and Class B
Available Funds in accordance with SECTION 4.05.
Principal Funding Investment Proceeds (including reinvested interest)
shall not be considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Supplement.
Section 4.12. RESERVE ACCOUNT.
(a) The Servicer shall establish, in the name of the Trust, on behalf
of the Trust, for the benefit of the Series 2002-1 Certificateholders and the
Collateral Interest Holder, as their interests appear herein, a "RESERVE
ACCOUNT" which shall be an Eligible Deposit Account,
30
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2002-1 Certificateholders and the Collateral
Interest Holder. The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2002-1 Certificateholders and the
Collateral Interest Holder. If at any time the Reserve Account ceases to be an
Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall,
within ten (10) Business Days (or such longer period, not to exceed thirty
calendar days, as to which each Rating Agency shall consent) establish a new
Reserve Account meeting the conditions specified above as an Eligible Deposit
Account, and shall transfer any cash or any investments to such new Reserve
Account. The Trustee, at the direction of the 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 Supplement, and (ii) on each Distribution 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, SECTION 4.07(i).
(b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Eligible Investments. Funds on
deposit in the Reserve Account on any Distribution Date, after giving effect to
any withdrawals from the Reserve Account on such Distribution Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Distribution Date. The
Trustee shall:
(i) hold each Eligible Investment (other than such as are
described in clause (c) of the definition thereof) that constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Trustee that (I) such investment
property shall at all times be credited to a securities account of the
Trustee, (II) such securities intermediary shall comply with
entitlement orders originated by the Trustee without the further
consent of any other person or entity, (III) all property credited to
such securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security interest
in, or right of set-off with respect to any property credited to such
securities account, and (V) such agreement shall be governed by the
laws of the State of New York;
(ii) maintain possession of each other Eligible Investment not
described in clause (i) above (other than such as are described in
clause (c) of the definition thereof); and
(iii) cause each Eligible Investment described in clause (c)
of the definition thereof to be registered in the name of the Trustee
by the issuer thereof;
provided, that no Eligible Investment shall be disposed of prior to its maturity
date. Terms used in clause (i) above that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC.
On each Distribution Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on funds on
deposit in the Reserve
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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 Collection Account
and included in Class A Available Funds for such Distribution Date. For purposes
of determining the availability of funds or the balance in the Reserve Account
for any reason under this Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall be deemed not to be
available or on deposit.
(c) On or before each Distribution Date with respect to the Controlled
Accumulation Period and on or before the first Distribution Date with respect to
the Early Amortization Period, the 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
SECTION 4.07(i) with respect to such Distribution Date.
(d) In the event that for any Distribution 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 Distribution
Date by the Trustee (acting in accordance with the instructions of the Servicer)
and deposited into the Collection Account for application in the following
priority:
(i) an amount up to the excess, if any, of (x) an amount equal
to that portion of the Covered Amount computed pursuant to clause (a)
of the definition of Covered Amount over (y) an amount equal to that
portion of the Class A Available Funds computed pursuant to clause (b)
of the definition of Class A Available Funds shall be treated as Class
A Available Funds to be applied pursuant to SECTION 4.05(a)(i); and
(ii) an amount up to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to clause
(b) of the definition of Covered Amount over (y) an amount equal to
that portion of the Class B Available Funds computed pursuant to clause
(b) of the definition of Class B Available Funds shall be treated as
Class B Available Funds to be applied pursuant to SECTION 4.05(b)(i).
(e) In the event that the Reserve Account Surplus on any Distribution
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Distribution Date, is greater than zero, the
Trustee, acting in accordance with the instructions of the Servicer, shall
withdraw from the Reserve Account, treat as Excess Spread and apply in
accordance with subsections 4.07(j) and (k), an amount equal to such Reserve
Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to ARTICLE XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Distribution Date relating to the Early
Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Distribution Date with respect to the Early
Amortization Period and the Scheduled Payment Date, the Trustee, acting in
accordance with the instructions of the Servicer, after the prior payment of all
amounts owing to the Series 2002-1 Certificateholders that are payable from the
Reserve Account as provided herein, shall withdraw from the Reserve Account and
distribute to the Paying Agent for payment to the
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Collateral Interest Holder, all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for purposes
of this Supplement.
Section 4.13. DETERMINATION OF LIBOR.
(a) On each LIBOR Determination Date, the Trustee will determine LIBOR
on the basis of the rate for one-month United States dollar deposits that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If
such rate does not appear on Telerate Page 3750, the rate for that date will be
determined on the basis of the rates at which one-month United States dollar
deposits are offered by the Reference Banks at approximately 11:00 a.m., London
time, on that day to prime banks in the London interbank market for such
one-month period. The Trustee will request the principal London office of each
of the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the Servicer, at approximately 11:00 a.m., New York
City time, on that day for one-month loans in United States dollars to leading
European banks for such one-month period.
(b) The Class A Certificate Rate and the Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Series 2002-1 Certificateholder by telephoning the
Trustee at its Corporate Trust Office.
(c) On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Period.
(d) If on a LIBOR Determination Date, the banks selected by the
Servicer pursuant to SECTION 4.13(a) are not quoting rates as described above,
LIBOR for such Interest Period will be LIBOR as determined on the previous LIBOR
Determination Date.
ARTICLE V
DISTRIBUTIONS AND REPORTS TO
SERIES 2002-1 INVESTOR CERTIFICATEHOLDERS
Section 5.01. DISTRIBUTIONS.
(a) On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the related Record Date (other than
as provided in SECTION 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts that are allocated and available on such
Distribution Date to pay interest on the Class A Certificates pursuant to this
Supplement.
(b) On the Scheduled Payment Date and on each Distribution Date with
respect to the Early Amortization Period, the Paying Agent shall distribute to
each Class A Certificateholder of record on the related Record Date (other than
as provided in SECTION 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts that are allocated and available on such date to
pay principal of the Class A Certificates pursuant to this
33
Supplement up to a maximum amount on any such date equal to the Class A Invested
Amount on such date.
(c) On each Distribution Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the related Record Date (other than
as provided in SECTION 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are allocated and available on such
Distribution Date to pay interest on the Class B Certificates pursuant to this
Supplement.
(d) On each Distribution Date commencing on the Distribution Date on
which the Class A Invested Amount has been paid in full to the Class A
Certificateholders, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in SECTION 12.02 of the Agreement) such Class B Certificateholder's pro rata
share of the amounts that are allocated and available on such date to pay
principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Invested Amount on such
date.
(e) On each Distribution Date, the Paying Agent shall distribute to the
Collateral Interest Holder of record on the related Record Date (other than as
provided in SECTION 12.02 of the Agreement) the aggregate amount payable to the
Collateral Interest Holder pursuant to SECTIONS 4.05(e)(iii), 4.05(f)(iii) and
4.07(e) and pursuant to the Spread Account Agreement.
(f) 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.
(g) Except as provided in SECTION 12.02 of the Agreement with respect
to a final distribution, distributions to Series 2002-1 Certificateholders
hereunder shall be made by check mailed to each Series 2002-1 Certificateholder
at such Series 2002-1 Certificateholder's address appearing in the Certificate
Register without presentation or surrender of any Series 2002-1 Certificate or
the making of any notation thereon; provided, however, that with respect to
Series 2002-1 Certificates registered in the name of a Clearing Agency, such
distributions shall be made to such Clearing Agency in immediately available
funds. Distributions to the Collateral Interest Holder shall be made by wire
transfer upon the instructions of the Collateral Interest Holder.
Section 5.02. REPORTS AND STATEMENTS.
(a) On each Determination Date, the Servicer shall deliver to the
Trustee, the Paying Agent, each Rating Agency and Collateral Interest Holder, 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 each Class A Certificateholder, each Class B
Certificateholder and the Collateral Interest Holder 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
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EXHIBIT C prepared by the Servicer and (ii) a certificate of a Servicing Officer
substantially in the form of EXHIBIT D.
(d) On or before January 31 of each calendar year, beginning with
calendar year 2002, the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2002-1 Certificateholder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 2002-1 Certificateholders and the Collateral Interest
Holder, as set forth in paragraph (a) or (b) above, as applicable, aggregated
for such calendar year or the applicable portion thereof during which such
Person was a Series 2002-1 Certificateholder or the Collateral Interest Holder,
together with other information as is required to be provided by an issuer of
indebtedness under the Internal Revenue Code. Such obligation of the Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
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 2002-1 Certificates:
(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 2002-1
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 2002-1 Certificates;
(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
a Series 2002-1 Certificate and as a result of which the interests of the Series
2002-1 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;
35
(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;
(d) any Servicer Default shall occur;
(e) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average Base Rate for such
periods; or
(f) the Invested Amount shall not be paid in full on the Scheduled
Payment Date;
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 Series 2002-1 Certificates and the Collateral Interest
Holder (so long as the Collateral Interest is no longer held by National City
Bank, as Collateral Interest Holder) evidencing more than 50% of the aggregate
unpaid principal amount of Series 2002-1 Certificates and the Collateral
Invested Amount by notice then given in writing to the Seller and the Servicer
(and to the Trustee, if given by the Series 2002-1 Certificateholders and the
Collateral Interest Holder (so long as the Collateral Interest is no longer held
by National City Bank, as Collateral Interest Holder)) may declare that a Pay
Out Event has occurred with respect to Series 2002-1 as of the date of such
notice, and, in the case of any event described in subparagraph (c), (e) or (f),
a Pay Out Event shall occur with respect to Series 2002-1 without any notice or
other action on the part of the Trustee or the Series 2002-1 Certificateholders
immediately upon the occurrence of such event.
ARTICLE VII
OPTIONAL REPURCHASE; SERIES TERMINATION
Section 7.01. OPTIONAL REPURCHASE.
(a) On any day occurring on or after the date on which the Invested
Amount is reduced to 5.0% or less of the Initial Invested Amount, the Seller
shall have the option to purchase the Certificateholders' Interest represented
by Series 2002-1, at a purchase price equal to (i) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (ii) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date
following such day.
(b) The Seller shall give the Servicer and the Trustee at least thirty
days prior written notice of the date on which the Seller intends to exercise
such purchase option. Not later than 12:00 noon, New York City time, on such day
the Seller shall deposit the Reassignment Amount into the Collection Account in
immediately available funds. Such purchase option is subject to payment in full
of the Reassignment Amount. Following the deposit of the Reassignment Amount
into the Collection Amount in accordance with the foregoing, the Invested Amount
shall be reduced to zero and the Series 2002-1 Certificateholders and the
Collateral Interest Holder shall have no further interest in the Receivables.
The Reassignment Amount shall be distributed as set forth in SECTION 8.01(b).
36
Section 7.02. SERIES TERMINATION.
(a) If, on the November 2008 Distribution Date, the Invested Amount
(after giving effect to all changes therein on such date) would be greater than
zero, the Servicer, on behalf of the Trustee, shall, within the forty-day period
that begins on such Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to the Invested Amount at the close of business on the last day
of the Monthly Period preceding the Series Termination Date (after giving effect
to all distributions required to be made on the Series Termination Date, except
pursuant to this SECTION 7.02). Such bids shall require that such sale shall
(subject to SECTION 7.02(b)) occur on the Series Termination Date. The Seller
shall not be entitled to participate in such bidding process.
(b) The Servicer, on behalf of the Trustee, shall sell such Receivables
(or interests therein) on the Series Termination Date to the bidder who made the
highest cash purchase offer. The proceeds of any such sale shall be treated as
Collections on the Receivables allocated to Series 2002-1 pursuant to the
Agreement and this Supplement; provided, however, that the Servicer shall
determine conclusively the amount of such proceeds which are allocable to
Finance Charge Receivables and the amount of such proceeds which are allocable
to Principal Receivables. During the period from the January 2007 Distribution
Date to the Series Termination Date, the Servicer shall continue to collect
payments on the Receivables and allocate and deposit such Collections in
accordance with the provisions of the Agreement and the Supplements.
ARTICLE VIII
FINAL DISTRIBUTIONS
Section 8.01. SALE OF RECEIVABLES OR CERTIFICATEHOLDERS' INTEREST
PURSUANT TO SECTION 2.06 OR 10.01 OF THE AGREEMENT AND SECTION 7.01 OR 7.02 OF
THIS SUPPLEMENT.
(a) (i) The amount to be paid by the Seller with respect to
Series 2002-1 in connection with a reassignment of Receivables to the
Seller pursuant to SECTION 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 2002-1 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 Class A Certificates with a remaining maturity
approximately equal to the remaining maturity of the Class A
Certificates and rated by each Rating Agency in the rating category
originally assigned to the Class A Certificates over (II) the portion
of the
37
Reassignment Amount attributable to the Class A Certificates, (B) the
excess, if any, of (I) a price equivalent to the average of bids quoted
on such Record Date (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
Class B Certificates with a remaining maturity approximately equal to
the remaining maturity of the Class B Certificates and rated by each
Rating Agency in the rating category originally assigned to the Class B
Certificates over (II) the portion of the Reassignment Amount
attributable to the Class B Certificates and (C) the excess, if any, of
(I) a price equivalent to the average of bids quoted on such Record
Date (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 Collateral
Interest (or any security for which the Collateral Interest serves as
collateral) with a remaining maturity approximately equal to the
remaining maturity of the Collateral Interest (or any security for
which the Collateral Interest serves as collateral) and, if applicable,
rated by each rating agency selected to rate such security in the
rating category originally assigned to such security over (II) the
portion of the Reassignment Amount attributable to the Collateral
Interest.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to SECTION 7.01 or 8.01 or any amounts allocable to
the Series 2002-1 Certificateholders' Interest deposited into the Collection
Account pursuant to SECTION 7.02, 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) (A) the Class A Invested Amount on such Distribution Date
will be distributed to the Paying Agent for payment to the Class A
Certificateholders and (B) an amount equal to the sum of (1) Class A Monthly
Interest for such Distribution Date, (2) any Class A Monthly Interest previously
due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (3) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (A) the Class B Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (B) an amount equal to the sum of (1) Class B Monthly
Interest for such Distribution Date, (2) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (3) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (iii) the balance, if any, will be distributed to the
Collateral Interest Holder.
(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 2002-1 Certificateholders and the Collateral
Interest Holder shall be deemed distributed in full to the Series 2002-1
Certificateholders and the Collateral Interest Holder on the
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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) (i)
deduct an amount equal to the Class A Invested Amount 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 Class A 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 Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period and (ii) deduct
an amount equal to the Class B Invested Amount 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
Class B Certificateholders, provided that the amount of such distribution shall
not exceed (I) the product of (1) the portion of such Insolvency Proceeds
allocated to Collections of Principal Receivables and (2) the Principal
Allocation Percentage with respect to the related Monthly Period minus (B) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence.
To the extent that the product of (I) the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and (II) the Principal
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be released to the Collateral Interest Holder.
(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) (i) deduct an amount equal to the sum of (A) Class A Monthly
Interest for such Distribution Date, (B) any Class A Monthly Interest previously
due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on a prior 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 Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (D) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables, (E) the Floating
Allocation Percentage with respect to the related Monthly Period and (F) the
Class A Floating Percentage with respect to such Monthly Period, (ii) deduct an
amount equal to the sum of (A) Class B Monthly Interest for such Distribution
Date, (B) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders and (C) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and distribute such amount to
39
the Paying Agent for payment to the Class B Certificateholders, provided that
the amount of such distribution shall not exceed the product of (1) the portion
of the Insolvency Proceeds allocated to Collections of Finance Charge
Receivables, (2) the Floating Allocation Percentage with respect to the related
Monthly Period and (3) the Class B Floating Percentage with respect to such
Monthly Period. To the extent that the product of (I) the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables and
(II) the Floating Allocation Percentage with respect to the related Monthly
Period exceeds the aggregate amount distributed to the Paying Agent pursuant to
the preceding sentence, the excess shall be released to the Collateral Interest
Holder.
(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 2002-1 Certificateholders and the Collateral Interest
Holder shall be distributed in full to the Series 2002-1 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.
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.
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. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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
40
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. TRANSFERS OF THE COLLATERAL INTEREST.
(a) Unless otherwise consented to by the Seller, no portion of the
Collateral Interest or any interest therein may be directly or indirectly sold,
conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise
transferred (each, a "TRANSFER") except in accordance with this SECTION 9.05 and
only to a Permitted Assignee. Any attempted or purported transfer, assignment,
exchange, conveyance, pledge, hypothecation or grant other than to a Permitted
Assignee shall be void. Unless otherwise consented to by the Seller, no portion
of the Collateral Interest or any interest therein may be Transferred to any
Person (each such Person acquiring the Collateral Interest or any interest
therein, an "ASSIGNEE") unless such Assignee shall have executed and delivered
to the Seller on or before the effective date of any Transfer a letter
substantially in the form attached hereto as EXHIBIT E (an "INVESTMENT LETTER"),
executed by such Assignee, with respect to the related Transfer to such Assignee
of all or a portion of the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest or the
interest therein purchased by such Assignee will be acquired for investment only
and not with a view to any public distribution thereof, and that such Assignee
will not offer to sell or otherwise dispose of the Collateral Interest or any
interest therein so acquired by it in violation of any of the registration
requirements of the Securities Act, or any applicable state or other securities
laws. Each Assignee will acknowledge and agree that (i) it has no right to
require the Seller to register under the Securities Act or any other securities
law the Collateral Interest or the interest therein to be acquired by the
Assignee and (ii) the sale of the Collateral Interest is not being made by means
of the Prospectus. Each Assignee will agree with the Seller that: (a) such
Assignee will deliver to the Seller on or before the effective date of any
Transfer an Investment Letter executed by such Assignee with respect to the
purchase by such Assignee of all or a portion of the Collateral Interest and (b)
all of the statements made by such Assignee in its Investment Letter shall be
true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest therein may
be Transferred, and each Assignee will certify that it is not, (a) an "employee
benefit plan" (as defined in Section 3(3) of ERISA), including governmental
plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and Xxxxx plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. section 2510.3-101
or otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
(d) Notwithstanding anything to the contrary herein, no Transfer of an
interest in the Collateral Interest may be made except to a Person who is a
"United States person" for United States federal income tax purposes and only
upon the prior delivery of a Tax Opinion to the Trustee, and any such transfer
in violation of these requirements shall be null and void ab initio.
41
Section 9.06. UNCERTIFICATED SECURITIES. The Collateral Interest shall
be delivered in uncertificated form.
Section 9.07. LEGENDS; TRANSFER AND EXCHANGE; RESTRICTIONS ON TRANSFER
OF CLASS B CERTIFICATES. Each Class B Certificate shall bear the following
legend, substantially in the following form:
THE HOLDER OF A BENEFICIAL INTEREST IN THIS CLASS B
CERTIFICATE BY ITS ACCEPTANCE THEREOF REPRESENTS AND WARRANTS,
FOR THE BENEFIT OF NATIONAL CITY BANK, THAT SUCH HOLDER IS NOT
AND WILL NOT BE (1) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, (2) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN) THAT IS SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, OR (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
"PLAN ASSETS" UNDER THE PLAN ASSET REGULATION BY REASON OF ANY
SUCH PLAN'S INVESTMENT IN THE ENTITY.
Section 9.08. 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 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.
Section 9.09. 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) are 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.
42
(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 9.10. DETERMINATION OF MATERIAL ADVERSE EFFECT. Prior to any
transfer of the Collateral Invested Amount by the Collateral Interest Holder,
any determination of material adverse effect on the Series 2002-1
Certificateholders under the Agreement or this Supplement shall be made assuming
the Collateral Invested Amount is zero (including, without limitation, any
determination of whether a representation or warranty made therein is correct or
whether the Seller or the Servicer has duly performed a covenant contained
therein or herein).
[Signature Page to Follow]
43
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: /s/Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/Xxxxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Assistant Vice President
EXHIBIT A-1
-----------
FORM OF CLASS A CERTIFICATE
REGISTERED $371,875,000
No. R-1 CUSIP No. 000000XX0
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to National City Bank or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The January 2007 Distribution Date
Each $1,000 minimum denomination represents a
1/371,875th undivided interest
in Class A of the National City Credit Card Master Trust, Series 2002-1
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 owned by
NATIONAL CITY BANK
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of National City Bank or any Affiliate of
either thereof)
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created 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 (the "Agreement"), as supplemented by the Series 2002-1
Supplement dated as of January 31, 2002 (the "Series 2002-1 Supplement"), among
National City Bank, as Seller and Servicer and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) a portfolio of all receivables (the "Receivables") existing in
the consumer revolving credit card accounts identified under the Agreement from
time to time (the "Accounts"), (ii) all Receivables generated under the Accounts
from time to time thereafter, (iii) funds collected or to be collected from
accountholders in respect of the Receivables, (iv) all monies, securities,
investments and other property which are from time to time on deposit in the
Collection Account and the Special Funding Account, (v) the benefits of any type
of enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement) and (vi) all other assets and interests constituting the
Trust. Although a summary of certain provisions of the Agreement and the Series
2002-1 Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Series 2002-1 Supplement and
reference is made to the Agreement and the Series 2002-1 Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series 2002-1 Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
2002-1 Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 2002-1 Supplement, to
which Agreement and Series 2002-1 Supplement, each as amended and supplemented
from time to time, the Class A Certificateholder by virtue of the acceptance
hereof assents and is bound.
It is the intent of the Sellers and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes, (i) the
Investor Certificates will qualify as debt secured by the Receivables and (ii)
the Trust shall not be treated as an association or publicly traded partnership
taxable as a corporation. The Class A Certificateholder, by the acceptance of
this Class A Certificate, agrees to treat this Class A Certificate for federal,
state and local income and franchise tax purposes as debt.
Interest will accrue on the Class A Certificates for the period from
the Closing Date to but excluding February 15, 2002, from and including February
15, 2002 to but excluding March 15, 2002 and for each Interest Period thereafter
at a per annum rate of 0.14% above LIBOR as determined on the related LIBOR
Determination Date and calculated on the basis of actual days elapsed and a 360
day year.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of
A-1-2
the Class A Certificates. The Class A Expected Final Payment Date is the January
2007 Distribution Date, but principal with respect to the Class A Certificates
may be paid earlier or later under certain circumstances described in the
Agreement and the Series 2002-1 Supplement.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series 2002-1
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Seller has caused this Class A Certificate to
be duly executed.
NATIONAL CITY BANK,
as Seller and Servicer
By:
-----------------------------------
Name:
Title:
Dated: January 31, 2002
A-1-3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the Agreement
and Series 2002-1 Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------------------
Authorized Signatory
Dated: January 31, 2002
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class A Certificate is one
of a Series of Certificates entitled National City Credit Card Master Trust,
Series 2002-1 (the "Series 2002-1 Certificates"), and one of a class thereof
entitled Class A Floating Rate Asset Backed Certificates, Series 2002-1 (the
"Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The assets of the Trust are allocated
in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holder of
the Seller Certificate. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount will be $371,875,000 on the Closing Date (the "Class A Initial
Invested Amount"). The Class A Invested Amount on any date will be an amount
equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount
of principal payments made to the Class A Certificateholders on or prior to such
date, minus (c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs for all prior Distribution Dates over Class A Investor Charge-Offs
reimbursed pursuant to Section 4.06(a) of the Series 2002-1 Supplement prior to
such date.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent additional
fractional undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each, a "Record Date") such Class A Certificateholder's pro rata share of
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class A Certificateholders pursuant to the Agreement and the
Series 2002-1 Supplement. Distributions with respect to this Class A Certificate
will be made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class A
Certificate) except that with respect to Class A Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class A Certificate will be made only upon presentation and surrender of this
Class A Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Series 2002-1 Certificateholders in
accordance with the Agreement and the Series 2002-1 Supplement.
On any day occurring on or after the day on which the Invested Amount
is reduced to 5.0% or less of the Initial Invested Amount, the Seller has the
option to repurchase the Certificateholders' Interest in the Trust represented
by the Series 2002-1 Certificates. The repurchase price will be equal to (a) if
such day is a Distribution Date, the Reassignment Amount for such Distribution
Date or (b) if such day is not a Distribution Date, the Reassignment Amount for
the Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Class A Certificateholders will
not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount.
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE RECEIVABLES (AND
CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN
THE AGREEMENT AND THE SERIES 2002-1 SUPPLEMENT.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Seller, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar and any agent of any of them, may treat the person
in whose name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-1-6
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
______________________ *
Signature Guaranteed:
______________________
--------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
EXHIBIT A-2
-----------
FORM OF CLASS B CERTIFICATE
THE HOLDER OF A BENEFICIAL INTEREST IN THIS CLASS B CERTIFICATE BY ITS
ACCEPTANCE THEREOF REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NATIONAL
CITY BANK, THAT SUCH HOLDER IS NOT AND WILL NOT BE (1) AN EMPLOYEE
BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, (2) A PLAN OR OTHER ARRANGEMENT (INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN) THAT IS SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (3) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" UNDER THE PLAN ASSET
REGULATION BY REASON OF ANY SUCH PLAN'S INVESTMENT IN THE ENTITY.
REGISTERED $25,500,000
No. R-1 CUSIP No. 000000XX0
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to National City Bank or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Class B Expected Final Payment Date:
The January 2007 Distribution Date
Each $1,000 minimum denomination represents a
1/25,500th undivided interest
in Class B of the National City Credit Card Master Trust, Series 2002-1
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 by
NATIONAL CITY BANK
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of National City Bank or any Affiliate of
either thereof)
This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created 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 (the "Agreement"), as supplemented by the Series 2002-1
Supplement, dated as of January 31, 2002 (the "Series 2002-1 Supplement"), among
National City Bank, as Seller and Servicer and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) a portfolio of all receivables (the "Receivables") existing in
the consumer revolving credit card accounts identified under the Agreement from
time to time (the "Accounts"), (ii) all Receivables generated under the Accounts
from time to time thereafter, (iii) funds collected or to be collected from
accountholders in respect of the Receivables, (iv) all monies, securities,
investments and other property which are from time to time on deposit in the
Collection Account and in the Special Funding Account, (v) the benefits of any
type of enhancement ("Series Enhancement") issued with respect to any Series
(the drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement) and (vi) all other assets and interests constituting the
Trust. Although a summary of certain provisions of the Agreement and the Series
2002-1 Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class B Certificate does not
purport to summarize the Agreement and the Series 2002-1 Supplement and
reference is made to the Agreement and the Series 2002-1 Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Series 2002-1 Supplement (without
schedules) may be requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Agreement or the Series
2002-1 Supplement, as applicable.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series 2002-1 Supplement, to
which Agreement and Series 2002-1 Supplement, each as amended and supplemented
from time to time, the Class B Certificateholder by virtue of the acceptance
hereof assents and is bound.
THIS CLASS B CERTIFICATE IS SUBORDINATED, TO THE EXTENT NECESSARY, TO
FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SERIES
2002-1 SUPPLEMENT.
It is the intent of the Seller and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes, the (i)
Investor Certificates will qualify as debt of the Holder of the Seller
Certificate secured by the Receivables and (ii) the Trust shall not be treated
as an association or publicly traded partnership taxable as a corporation. The
Class B Certificateholder, by the acceptance of this Class B Certificate, agrees
to treat this Class B Certificate for federal, state and local income and
franchise tax purposes as debt.
A-2-2
Interest will accrue on the Class B Certificates for the period from
the Closing Date to but excluding February 15, 2002, from and including February
15, 2002 to but excluding March 15, 2002 and for each Interest Period thereafter
at a per annum rate of 0.50% above LIBOR as determined on the related LIBOR
Determination Date and calculated on the basis of actual days elapsed and a 360
day year.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less then
the unpaid principal balance of the Class B Certificates. The Class B Expected
Final Payment Date is the January 2007 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series 2002-1 Supplement.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Agreement or the Series 2002-1
Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Seller has caused this Class B Certificate to
be duly executed.
NATIONAL CITY BANK
as Seller and Servicer
By:
----------------------------------------
Name:
Title:
Dated: January 31, 2002
A-2-3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Class B Certificate referred to in the Agreement and Series
2002-1 Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
----------------------------------------
Authorized Signatory
Dated: January 31, 2002
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class B Certificate is one
of a Series of Certificates entitled National City Card Master Trust, Series
2002-1 (the "Series 2002-1 Certificates"), and one of a class thereof entitled
Class B Floating Rate Asset Backed Certificates, Series 2002-1 (the "Class B
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The assets of the Trust are allocated in part to
the certificateholders of all outstanding Series (the "Certificateholders'
Interest") with the remainder allocated to the Holder of the Seller Certificate.
The aggregate interest represented by the Class B Certificates at any time in
the Principal Receivables in the Trust shall not exceed an amount equal to the
Class B Invested Amount at such time. The Class B Invested Amount will be
$25,500,000 on the Closing Date (the "Class B Initial Invested Amount"). The
Class B Invested Amount on any date will be an amount equal to (a) the Class B
Initial Invested Amount, minus (b) the aggregate amount of principal payments
made to the Class B Certificateholders on or prior to the such date, minus (c)
the aggregate amount of Class B Investor Charge-Offs for all prior Distribution
Dates, minus (d) the amount of Reallocated Principal Collections allocated on
all prior Distribution Dates, minus (e) an amount equal to the amount by which
the Class B Invested Amount has been reduced on all prior Distribution Dates
pursuant to Section 4.07(f) of the Series 2002-1 Supplement, and plus (f) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available on all prior Distribution Dates pursuant to Section 4.07(f) of the
Series 2002-1 Supplement for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e).
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent additional
fractional undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last day of the preceding calendar
month (each, a "Record Date") such Class B Certificateholder's pro rata share of
such amounts (including amounts on deposit in the Collection Account) as are
payable to the Class B Certificateholders pursuant to the Agreement and the
Series 2002-1 Supplement. Distributions with respect to this Class B Certificate
will be made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class B
Certificate) except that with respect to Class B Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class B Certificate will be made only upon presentation and surrender of this
Class B Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the
Series 2002-1 Certificateholders in accordance with the Agreement and the Series
2002-1 Supplement.
On any day occurring on or after the day on which the Invested Amount
is reduced to 5.0% or less of the Initial Invested Amount, the Seller has the
option to repurchase the Certificateholders' Interest in the Trust represented
by the Series 2002-1 Certificates. The repurchase price will be equal to (a) if
such day is a Distribution Date, the Reassignment Amount for such Distribution
Date or (b) if such day is not a Distribution Date, the Reassignment Amount for
the Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Class B Certificateholders will
not have any interest in the Receivables and the Class B Certificates will
represent only the right to receive such Reassignment Amount.
THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE SERVICER OR ANY AFFILIATE OF ANY OF THEM AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE RECEIVABLES (AND
CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN
THE AGREEMENT AND THE SERIES 2002-1 SUPPLEMENT.
The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Seller, the Servicer, the Trustee, the Paying Agent and the
Transfer Agent and Registrar and any agent of any of them, may treat the person
in whose name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-2-6
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
______________________ *
Signature Guaranteed:
______________________ *
------------------------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
EXHIBIT B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
---------------------------------
NATIONAL CITY BANK
as Servicer
---------------------------------
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
---------------------------------
The undersigned, a duly authorized representative of National City
Bank, as Seller and 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 thereafter amended and supplemented, the "Pooling and
Servicing Agreement"), between National City and The Bank of New York, as
trustee (the "Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement or the Series 2002-1
Supplement thereto dated as of January 31, 2002, among National City and the
Trustee (the "Series 2002-1 Supplement"), as applicable. This Certificate is
delivered pursuant to Section 5.02(a) of the Series 2002-1 Supplement.
2. National City is the Servicer.
3. The undersigned is a Servicing Officer.
I. INSTRUCTION TO MAKE A WITHDRAWAL
--------------------------------
Pursuant to Section 4.05, 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 (equal to the Class A Available Funds and Class B
Available Funds, respectively) as set forth below in respect of the following
amounts and (ii) to apply the proceeds of such withdrawals in accordance with
Section 4.05:
With respect to the Class A Certificates,
(A) Pursuant to Section 4.05(a)(i):
(1) Class A Monthly Interest for the related Monthly Period $____________
(2) Class A Monthly Interest previously due but
not paid............................................. $____________
(3) Class A Additional Interest for the related Monthly
Period and any Class A Additional Interest previously due
but not paid......................................... $____________
(B) Pursuant to Section 4.05(a)(iii):
--------------------------------
(1) Class A Investor Default Amount for the related Monthly
Period............................................... $____________
With respect to the Class B Certificates,
(A) Pursuant to Section 4.05(b)(i):
(1) Class B Monthly Interest for the related Monthly Period $____________
(2) Class B Monthly Interest previously due but not paid. $____________
(3) Class B Additional Interest for the related Monthly
Period and any Class B Additional Interest previously due
but not paid......................................... $____________
B-2
Pursuant to Section 4.07(a), the Servicer does hereby instruct the
Trustee to apply on __________ __, ____, which date is a Distribution Date under
the Pooling and Servicing Agreement, the following amounts:
(A) Excess Spread to pay any deficiency in the Class A Required
Amount..................................................... $____________
(B) Excess Finance Charge Collections allocated to Series 2002-1 to
pay any remaining deficiencies in the Class A Required Amount $____________
Pursuant to Section 4.07, the Servicer does hereby instruct the Trustee
to apply on __________ __, ____, which is a Distribution Date under the Pooling
and Servicing Agreement, any Excess Spread and Excess Finance Charge Collections
allocated to Series 2002-1 remaining after payments of any deficiency in the
Class A Required Amount pursuant to subsection 4.07(a) as follows:
(A) Pursuant to Section 4.07(b):
---------------------------
Aggregate amount of Class A Investor Charge-Offs not previously
reimbursed (to be treated as a portion of Available Principal
Collections for the related Monthly Period)................... $____________
(B) Pursuant to Section 4.07(c):
---------------------------
Class B Required Amount to pay any deficiency in the Class B
Required Amount and any Class B Investor Default Amount....... $____________
(C) Pursuant to Section 4.07(d):
---------------------------
The amount by which the Class B Invested Amount has been reduced
pursuant to clauses (c), (d) and (e) of the definition thereof
(but not in excess of the aggregate amount of such reductions
which have not been previously reimbursed), to be treated as a
portion of Available Principal Collections for the related Monthly
Period........................................................ $____________
(D) Pursuant to Section 4.07(e):
---------------------------
(1) Collateral Minimum Monthly Interest.................. $____________
(2) Collateral Minimum Monthly Interest previously due but
not paid............................................. $____________
(E) Pursuant to Section 4.07(i):
---------------------------
B-3
Excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount to be deposited into the Reserve
Account....................................................... $____________
Pursuant to Section 4.08, the Servicer does hereby instruct the Trustee
to apply on __________ __, ____, which is a Distribution Date under the Pooling
and Servicing Agreement, Reallocated Principal Collections with respect to the
related Monthly Period in the following amounts and the following priority:
(A) Excess, if any, of the Class A Required Amount, if any, over the
Excess Spread and Excess Finance Charge Collections allocated to Series
2002-1 for the related Monthly Period to be distributed by the Trustee to
fund any deficiency first, in the Class A Monthly Interest and Class A
Additional Interest, second, in the Class A Servicing Fee, and third, in
the Class A Investor Default Amount for the related Monthly Period... $____________
(B) Excess, if any, of the Class B Required Amount, if any, over the
Excess Spread and Excess Finance Charge Collections, to be distributed by
the Trustee to fund any deficiency first, in the Class B Monthly Interest
and Class B Additional Interest, second, in the Class B Servicing Fee,
and third, in the Class B Investor Default Amount for the related Monthly
Period............................................................... $____________
Pursuant to Sections 4.03, 4.05(e) and 5.01(b), the Servicer does
hereby instruct the Trustee (i) to make a withdrawal from the Collection Account
on _________ __, ____, which is a Distribution Date under the Pooling and
Servicing Agreement, in an aggregate amount as set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Sections 4.11, 4.12 and 5.01:
(A) Class A Monthly Principal..................................... $____________
(B) Class B Monthly Principal..................................... $____________
(C) Collateral Monthly Principal.................................. $____________
II. ACCRUED AND UNPAID AMOUNTS
--------------------------
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and unpaid
with respect to all Monthly Periods preceding the current calendar month.
B-4
(A) PURSUANT TO SECTION 4.06(a):
The aggregate amount of all unreimbursed Class A Investor
Charge-Offs............................................................ $____________
(B) Pursuant to Section 4.06(b):
The aggregate amount of all unreimbursed Class B Investor
Charge-Offs............................................................ $____________
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this ____ day of --------, ----.
NATIONAL CITY BANK,
as Seller and Servicer
By:
------------------------------------------
Name:
Title:
B-5
EXHIBIT C
---------
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
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
"Pooling and Servicing Agreement"), among National City Bank, as Seller and
Servicer (in its capacity as Servicer, "National City") and The Bank of New
York, as trustee (the "Trustee"), as supplemented by the Series 2002-1
Supplement, dated as of January 31, 2002, National City as Servicer is required
to prepare certain information each month regarding current distributions to
Certificateholders and the performance of the National City Credit Card Master
Trust (the "Trust") during the previous month. 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 month of __________ is
set forth below. Certain of the information is presented on the basis of an
original principal amount of $1,000 per Series 2002-1 Certificate (a
"Certificate"). Certain other information is presented based on the aggregate
amounts for the Trust as a whole. Capitalized terms used in this Monthly
Statement have their respective meanings set forth in the Pooling and Servicing
Agreement and the Series 2002-1 Supplement.
A. Information Regarding the Current Monthly Distribution (Stated On
-----------------------------------------------------------------
the Basis of $1,000 Original Certificate Principal Amount)
----------------------------------------------------------
1. The amount of the current monthly distribution in respect of Class A
Monthly Principal.......................................................... $__________
2. The amount of the current monthly distribution in respect of Class B
Monthly Principal.......................................................... $__________
3. The amount of the current monthly distribution in respect of Collateral
Monthly Principal.......................................................... $__________
4. The amount of the current monthly distribution in respect of Class A
Monthly Interest........................................................... $__________
5. The amount of the current monthly distribution in respect of Class A
Additional Interest........................................................ $__________
6 The amount of the current monthly distribution in respect of Class B
Monthly Interest........................................................... $__________
7. The amount of the current monthly distribution in respect of Class B
Additional Interest........................................................ $__________
C-1
8. The amount of the current monthly distribution in respect of Collateral
Minimum Monthly Interest................................................... $__________
9. The amount of the current monthly distribution in respect of any accrued
and unpaid Collateral Minimum Monthly Interest............................. $__________
B. Information Regarding the Performance of the Trust
--------------------------------------------------
1. Collection of Principal Receivables
-----------------------------------
(a) Available Principal Collections.................................... $__________
(b) Class A Investor Default Amount treated as Available Principal
Collection......................................................... $__________
(c) Class B Investor Default Amount treated as Available Principal
Collection......................................................... $__________
(d) Excess Spread treated as Available Principal Collection............ $__________
2. Principal Receivables 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 2002-1 as of the end of the day on
the last day of the related Monthly Period......................... $__________
(c) The amount of Principal Receivables in the Trust represented by
the Series 2002-1 Adjusted Invested Amount as of the end of the
day on the last day of the related Monthly Period.................. $__________
(d) The amount of Principal Receivables in the Trust represented by
the Class A Invested Amount as of the end of the day on the last
day of the related Monthly Period.................................. $__________
(e) The amount of Principal Receivables in the Trust represented by
the Class A Adjusted Invested Amount as of the end of the day on
the last day of the related Monthly Period......................... $__________
C-2
(f) The amount of Principal Receivables in the Trust represented by
the Class B Invested Amount as of the end of the day on the last
day of the related Monthly Period.................................. $__________
(g) The amount of Principal Receivables in the Trust represented by
the Class B Adjusted Invested Amount as of the end of the day on
the last day of the related Monthly Period......................... $__________
(h) The amount of the Principal Receivables in the Trust represented
by the Collateral Invested Amount as of the end of the day on the
last day of the related Monthly Period............................. $__________
(i) The amount of Principal Receivables in the Trust represented by
the Collateral Adjusted Invested Amount as of the end of the day
on the last day of the related Monthly Period...................... $__________
(j) The Floating Allocation Percentage with respect to the related
Monthly Period..................................................... $__________
(k) The Class A Floating Percentage with respect to the related
Monthly Period .................................................... $__________
(l) The Class B Floating Percentage with respect to the related
Monthly Period..................................................... $__________
(m) The Collateral Floating Percentage with respect to the related
Monthly Period .................................................... $__________
(n) The Principal Allocation Percentage with respect to the related
Monthly Period..................................................... $__________
(o) The Class A Principal Percentage with respect to the related
Monthly Period..................................................... $__________
(p) The Class B Principal Percentage with respect to the related
Monthly Period..................................................... $__________
(q) The Collateral Principal Percentage with respect to the related
Monthly Period..................................................... $__________
3. 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:
C-3
Aggregate Percentage
Account of Total
Balance Receivables
---------- -----------
(a) 30-- 59 days:.............................. $ %
---------------- -----
(b) 60-- 89 days:.............................. $ %
---------------- -----
(c) 90+ days:................................... $ %
---------------- -----
Total: $ %
---------------- -----
4. Investor Default Amount
-----------------------
(a) The Investor Default Amount for the related Monthly Period......... $__________
(b) The Class A Investor Default Amount for the related Monthly Period. $__________
(c) The Class B Investor Default Amount for the related Monthly Period. $__________
(d) The Collateral Default Amount for the related Monthly Period....... $__________
5. Investor Charge-offs
--------------------
(a) The aggregate amount of Class A Investor Charge-Offs for the
related Monthly Period............................................. $__________
(b) The aggregate amount of Class A Investor Charge-Offs set forth in
5(a) above per $1,000 of original certificate principal amount .... $__________
(c) The aggregate amount of Class B Investor Charge-Offs for the
related Monthly Period............................................. $__________
(d) The aggregate amount of Class B Investor Charge-Offs set forth in
5(c) above per $1,000 or original certificate principal amount .... $__________
(e) The aggregate amount of Collateral Charge-Offs for the related
Monthly Period..................................................... $__________
(f) The aggregate amount of Collateral Charge-Offs set forth in 5(e)
above per $1,000 of original certificate principal amount..........
$__________
(g) The aggregate amount of Class A Investor Charge-Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date..... $__________
C-4
(h) The aggregate amount of Class A Investor Charge-Offs set forth in
5(g) above per $1,000 original certificate principal amount
reimbursed on the Transfer Date immediately preceding this
Distribution Date.................................................. $__________
(i) The aggregate amount of Class B Investor Charge-Offs reimbursed on
the Transfer Date immediately preceding this Distribution Date..... $__________
(j) The aggregate amount of Class B Investor Charge-Offs set forth in
5(i) above per $1,000 original certificate principal amount
reimbursed on the Transfer Date immediately preceding this
Distribution Date.................................................. $__________
(k) The aggregate amount of Collateral Charge-Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date......... $__________
(l) The aggregate amount of Collateral Charge-Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding Distribution Date....... $__________
6. Investor Servicing Fee
----------------------
(a) The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period........................ $__________
(b) The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period........................ $__________
(c) The amount of the Collateral Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period........................ $__________
(d) The amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period............................ $__________
7. Reallocations
-------------
(a) The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date.................................. $__________
(b) The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date.................................. $__________
(c) The Collateral Invested Amount as of the close of business on this
Distribution Date.................................................. $__________
C-5
(d) The Collateral Adjusted Invested Amount as of the close of
business on this Distribution Date................................. $__________
(e) The Class B Invested Amount as of the close of business on this
Distribution Date.................................................. $__________
(f) The Class B Adjusted Invested Amount as of the close of business
on this Distribution Date.......................................... $__________
(g) The Class A Invested Amount as of the close of business on this
Distribution Date.................................................. $__________
(h) The Class A Adjusted Invested Amount as of the close of business
on this Distribution Date.......................................... $__________
8. Collection of Finance Charge Receivables
----------------------------------------
(a) The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly
Period which were allocated in respect of the Class A Certificates. $__________
(b) The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly
Period which were allocated in respect of the Class B Certificates. $__________
(c) The aggregate amount of Collections of Finance Charge Receivables
and Annual Membership Fees processed during the related Monthly
Period which were allocated in respect of the Collateral Interest.. $__________
9. Principal Funding Account
-------------------------
(a) The principal amount on deposit in the Principal Funding Account
on the related Transfer Date....................................... $__________
(b) The Accumulation Shortfall with respect to the related Monthly
Period............................................................. $__________
(c) The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class
A Available Funds.................................................. $__________
(d) The Principal Funding Investment Proceeds deposited in the Finance
Charge Account on the related Transfer date to be treated as Class
B Available Funds.................................................. $__________
C-6
10. Reserve Account
---------------
(a) The Reserve Draw Amount on the related Transfer
Date............................................................... $__________
(b) The amount of the Reserve Draw Amount deposited in the Collection
Account on the related Transfer Date to be treated as Class A
Available Funds.................................................... $__________
(c) The amount of the Reserve Draw Account deposited in the Collection
Account on the related Transfer Date to be treated as Class B
Available Funds.................................................... $__________
(d) The amount of any Reserve Account Surplus.......................... $__________
11. Available Funds
---------------
(a) The amount of Class A Available Funds on deposit in the Collection
Account on the related Transfer Date............................... $__________
(b) The amount of Class B Available Funds on deposit in the Collection
Account on the related Transfer Date............................... $__________
(c) The amount of Collateral Available Funds on deposit in the
Collection Account on the related Transfer Date.................... $__________
(d) Available Principal Collections on deposit in the Collection
Account on the related Transfer Date............................... $__________
12. Excess Spread and Excess Finance Charge Collections
---------------------------------------------------
(a) Excess Finance Charge Collection................................... $__________
(b) Class A Available Funds............................................ $__________
minus Class A Monthly Interest
minus Class A Servicing Fee
minus Class A Defaulted Amount
Class B Available Funds............................................ $__________
minus Class B Monthly Interest
minus Class B Servicing Fee
minus Class B Defaulted Amount
Collateral Available Funds......................................... $__________
(c) Excess Spread applied to the Class A Required Amount for the
Monthly Period..................................................... $__________
C-7
(d) Excess Spread applied to the Class A Investor Charge-Offs for the
related Monthly Period............................................. $__________
(e) Excess Spread applied to the Class B Required Amount for the
related Monthly Period............................................. $__________
(f) Excess Spread applied to the Class B Default Amount for the
related Monthly Period............................................. $__________
(g) Excess Spread applied to the Class B Invested Amount for the
related Monthly Period............................................. $__________
(h) Excess Spread applied to the Collateral Minimum Monthly Interest
for the related Monthly Period and for any past due Collateral
Minimum Monthly Interest........................................... $__________
(i) Excess Spread applied to the Collateral Servicing Fee due to the
Servicer for the related Monthly Period or for any past due
Collateral Servicing Fees.......................................... $__________
(j) Excess Spread applied to the Collateral Default Amount as
Available Principal Collections for the related Monthly Period..... $__________
(k) Excess Spread applied to the Collateral Invested Amount for the
related Monthly Period............................................. $__________
(l) Excess Spread applied to the Reserve Amount for the related
Monthly Period..................................................... $__________
13. Finance Charge Shortfall
------------------------
(a) Finance Charge Shortfall for Series 2002-1......................... $__________
(b) Total Finance Charge Shortfall for all series in Group One......... $__________
14. Base Rate
---------
(a) The Base Rate for the related Monthly Period....................... $__________
15. Portfolio Yield
---------------
(a) The Portfolio Yield for the related Monthly Period................. $__________
(b) The Portfolio Adjusted Yield for the related Monthly Period....... $__________
C-8
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this ____ day of __________, ____.
NATIONAL CITY BANK,
as Seller and Servicer
By:
--------------------------------------
Name:
Title:
C-10
EXHIBIT D
---------
FORM OF MONTHLY SERVICER'S CERTIFICATE
NATIONAL CITY BANK
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2002-1
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 2002-1 Supplement (the "Series 2002-1 Supplement"), between National
City, as Seller and Servicer and The Bank of New York, 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 2002-1 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-1
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-2
EXHIBIT E
---------
FORM OF INVESTMENT LETTER
[DATE]
Re: National City Credit Card Master Trust;
Purchases of Series 2002-1 Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the undersigned
(the "PURCHASER") pursuant to SECTION 9.05 of the Series 2002-1 Supplement dated
as of January 31, 2002 (the "SERIES SUPPLEMENT") to the Pooling and Servicing
Agreement dated as of June 1, 1995, as amended and restated as of July 1, 2000
(as amended and supplemented thereafter, the "AGREEMENT"), each among The Bank
of New York, as Trustee, and National City Bank, as Seller and Servicer.
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to and agrees with the Seller
as follows:
(a) The Purchaser has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Collateral Interest and is able to bear the economic risk of
such investment.
(b) The Purchaser is an "accredited investor", as defined in Rule 501,
promulgated by the Securities and Exchange Commission (the "COMMISSION") under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), or is a
sophisticated institutional investor. The Purchaser understands that the
offering and sale of the Collateral Interest has not been and will not be
registered under the Securities Act and has not and will not be registered or
qualified under any applicable "Blue Sky" law, and that the offering and sale of
the Collateral Interest has not been reviewed by, passed on or submitted to any
federal or state agency or commission, securities exchange or other regulatory
body.
(c) The Purchaser is acquiring an interest in the Collateral Interest
without a view to any distribution, resale or other transfer thereof except,
with respect to any Collateral Interest or any interest or participation
therein, as contemplated in the following sentence. The Purchaser will not
resell or otherwise transfer any interest or participation in the Collateral
Interest, except in accordance with SECTION 9.05 of the Series Supplement and
(i) in a transaction exempt from the registration requirements of the Securities
Act of 1933, as amended, and applicable state securities or "blue sky" laws;
(ii) to the Seller or any affiliate of the Seller; or (iii) to a person who the
Purchaser reasonably believes is a qualified institutional buyer (within the
meaning thereof in Rule 144A under the Securities Act) that is aware that the
resale or other transfer is being made in reliance upon Rule 144A. In connection
therewith, the Purchaser hereby agrees that it will not resell or otherwise
transfer the Collateral Interest or any interest therein unless the purchaser
thereof provides to the addressee hereof a letter substantially in the form
hereof.
(d) No portion of the Collateral Interest or any interest therein may
be Transferred, and each Assignee will certify that it is not, (a) an "employee
benefit plan" (as defined in Section 3(3) of ERISA), including governmental
plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and Xxxxx plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. section 2510.3-101
or otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.
(e) This Investment Letter has been duly executed and delivered and
constitutes the legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles affecting the enforcement of
creditors' rights generally and general principles of equity.
Very truly yours,
[NAME OF PURCHASER]
By:___________________________
Name:
Title:
AGREED TO AS OF THE
DATE FIRST ABOVE WRITTEN:
NATIONAL CITY BANK,
By:_______________________
Name:
Title:
E-2
