EXHIBIT 4.1.2
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
as
Issuer
and
THE
BANK OF NEW YORK
as
Indenture Trustee
SERIES 2008-2 INDENTURE SUPPLEMENT
dated
as of May 28, 2008
to
INDENTURE
dated
as of August 23, 2005
TABLE OF CONTENTS
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ARTICLE I
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DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION
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Section 1.01.
Definitions
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Section 1.02.
Governing Law
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Section 1.03.
Counterparts
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Section 1.04.
Ratification of Indenture
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ARTICLE II
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THE NOTES
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Section 2.01.
Creation and Designation
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Section 2.02.
Form of Delivery of the Class A Notes; Depository;
Denominations
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Section 2.03.
Form of Delivery of the Class B Notes and Class C Notes;
Denominations
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Section 2.04.
Delivery and Payment for the Series 2008-2 Notes
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Section 2.05.
Restrictions on Transfer of the Class B Notes and the
Class C Notes
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ARTICLE III
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ALLOCATIONS,
DEPOSITS AND PAYMENTS
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Section 3.01.
Allocations of Series 2008-2 Finance Charge Amounts
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Section 3.02.
Determination of Monthly Interest
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Section 3.03.
Amounts to be Treated as Series 2008-2 Finance Charge Amounts;
Other Deposits to the Collection Account
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Section 3.04.
Allocations of Reductions from Investor Charge-Offs to the Nominal
Liquidation Amount due to Investor Charge-Offs
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Section 3.05.
Allocations of Reimbursements of Nominal Liquidation Amount
Deficits
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Section 3.06.
Application of Series 2008-2 Available Principal Amounts
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Section 3.07.
Computation of Reductions to the Nominal Liquidation Amount from
Reallocations of Series 2008-2 Available Principal
Amounts
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Section 3.08.
Targeted Deposits of Series 2008-2 Available Principal Amounts
to the Principal Funding Account
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Section 3.09.
Amounts to be Treated as Series 2008-2 Available Principal
Amounts; Other Deposits to the Principal Funding Account
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Section 3.10.
Withdrawals from Principal Funding Account
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Section 3.11.
Calculation of Nominal Liquidation Amount
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Section 3.12.
Sale of Receivables
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-i-
TABLE OF CONTENTS
(continued)
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Section 3.13.
Targeted Deposits to the Spread Account
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Section 3.14.
Withdrawals from the Spread Account
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Section 3.15.
Targeted Deposits to the Reserve Account
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Section 3.16.
Withdrawals from the Reserve Account
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Section 3.17.
Excess Finance Charge Amounts Sharing
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Section 3.18.
Excess Principal Amount Sharing
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Section 3.19.
Payments of Interest and Principal
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ARTICLE IV
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EARLY REDEMPTION OF
NOTES
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Section 4.01.
Early Redemption Events
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ARTICLE V
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ACCOUNTS AND
INVESTMENTS
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Section 5.01.
Accounts
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ARTICLE VI
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REPRESENTATIONS AND
WARRANTIES
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Section 6.01.
Issuer’s Representations and Warranties
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EXHIBITS
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EXHIBIT A-1
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[FORM OF] CLASS A NOTE |
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EXHIBIT A-2
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[FORM OF] CLASS B NOTE |
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EXHIBIT A-3
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[FORM OF] CLASS C NOTE |
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EXHIBIT B
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[FORM OF] SERIES 2008-2 SCHEDULE TO
PAYMENT INSTRUCTIONS |
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EXHIBIT C
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[FORM OF] SERIES 2008-2 SCHEDULE TO
MONTHLY NOTEHOLDERS’
STATEMENT |
-iii-
This
SERIES 2008-2 INDENTURE SUPPLEMENT (this “ Indenture
Supplement ”), by and between NATIONAL CITY CREDIT CARD
MASTER NOTE TRUST, a statutory trust created under the laws of the
State of Delaware (the “ Issuer ”), having its
principal office at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, and THE BANK OF NEW YORK, a New York
banking corporation (the “ Indenture Trustee ”),
is made and entered into as of May 28, 2008.
Pursuant
to this Indenture Supplement, the Issuer and the Trust shall create
a new series of Notes and shall specify the principal terms
thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01. Definitions
. For all purposes of this Indenture Supplement, except as
otherwise expressly provided or unless the context otherwise
requires:
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(1) |
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the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the
singular; |
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(2) |
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all other terms used herein which are defined in the Indenture
(as defined in this Section 1.01), either directly or by
reference therein, have the meanings assigned to them therein; |
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(3) |
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all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly
provided, the term “generally accepted accounting
principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are
generally accepted in the United States of America at the date of
such computation; |
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(4) |
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all references in this Indenture Supplement to designated
“Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other
subdivisions of this Indenture Supplement as originally executed.
The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to
this Indenture Supplement as a whole and not to any particular
Article, Section or other subdivision; |
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(5) |
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in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision
contained in the Indenture, the terms and provisions of this
Indenture Supplement shall be controlling; |
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(6) |
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each capitalized term defined herein shall relate only to the
Series 2008-2 Notes and no other Series of Notes issued by the
Issuer; and |
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(7) |
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“including” and words of similar import will be
deemed to be followed by “without limitation.” |
1
“
Accumulation Commencement Date ” means,
November 1, 2008; provided , however , that, if
the Accumulation Period Length is less than twelve
(12) months, the Accumulation Commencement Date will be the
first Business Day of the month that is the number of whole months
prior to the Scheduled Principal Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly
Periods during the period from the Accumulation Commencement Date
to the Scheduled Principal Payment Date will at least equal the
Accumulation Period Length.
“
Accumulation Period Factor ” means, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of
the initial Invested Amounts of all outstanding Series (as defined
in the Pooling and Servicing Agreement) of Investor Certificates
including the Collateral Certificate, and the denominator of which
is equal to the sum of (a) the Initial Dollar Principal Amount
of the Series 2008-2 Notes, (b) the initial Invested
Amounts of all outstanding Series of Investor Certificates issued
by the Master Trust (other than the Collateral Certificate) which
are not expected to be in their revolving periods (as such terms
are defined in the Pooling and Servicing Agreement and any
Supplements thereto), (c) the initial Invested Amounts of all
outstanding Series of Investor Certificates issued by the Master
Trust (other than the Collateral Certificate) which are not
allocating Shared Principal Collections to other Series of Investor
Certificates issued by the Master Trust and are in their revolving
periods (as such terms are defined in the Pooling and Servicing
Agreement and any Supplements thereto), and (d) the Initial
Dollar Principal Amount of any Series of notes (other than the
Series 2008-2 Notes) of the Issuer for which amounts are
targeted to be deposited into a principal funding account with
respect to such Monthly Period; provided , however ,
that this definition may be changed at any time if the Note Rating
Agencies provide prior written confirmation that a Ratings Effect
will not occur with respect to such change.
“
Accumulation Period Length ” is defined in
Section 3.08(b)(ii) .
“
Adjusted Outstanding Dollar Principal Amount ” means,
at any time, (i) with respect to the Class A Notes, an
amount, not less than zero, equal to the Outstanding Dollar
Principal Amount of the Class A Notes at such time,
minus the aggregate amount on deposit in the Principal
Funding Account, (ii) with respect to the Class B Notes,
an amount, not less than zero, equal to the Outstanding Dollar
Principal Amount of the Class B Notes at such time,
minus the excess, if any, of the aggregate amount on deposit
in the Principal Funding Account over the Outstanding Dollar
Principal Amount of the Class A Notes at such time,
(iii) with respect to the Class C Notes, an amount, not
less than zero, equal to the Outstanding Dollar Principal Amount of
the Class C Notes at such time, minus the excess, if
any, of the aggregate amount on deposit in the Principal Funding
Account over the sum of the Outstanding Dollar Principal Amount of
the Class A Notes and the Outstanding Dollar Principal Amount
of the Class B Notes at such time, and (iv) with respect
to the Series 2008-2 Notes, the sum of the Adjusted
Outstanding Dollar Principal Amount of the Class A Notes, the
Adjusted Outstanding Dollar Principal Amount of the Class B
Notes and the Adjusted Outstanding Dollar Principal Amount of the
Class C Notes, each at such time.
“
Aggregate Investor Default Amount ” is defined in the
Series 2005-CC Supplement.
2
“
Aggregate Series Finance Charge Shortfall ” means
the sum of the Series Finance Charge Shortfalls (as such term
is defined in each of the related Indenture Supplements) for each
Excess Finance Charge Sharing Series in Excess Finance Charge
Sharing Group A.
“
Aggregate Series Principal Amounts Shortfall ”
means the sum of the Series Principal Amounts Shortfalls (as
such term is defined in each of the related Indenture Supplements)
for each Excess Principal Amounts Sharing Series in Excess
Principal Amounts Sharing Group A.
“
Available Spread Account Amount ” means, with respect
to any Distribution Date, an amount equal to the lesser of
(a) the amount on deposit in the Spread Account (exclusive of
Spread Account Investment Earnings) on such date (before giving
effect to any deposit to, or withdrawal from, the Spread Account
made or to be made with respect to such date) and (b) the
Required Spread Account Amount for such Distribution Date.
“
Available Reserve Account Amount ” means, 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 403 of the Indenture on such date,
but before giving effect to any deposit made or to be made pursuant
to Section 3.01(g) to the Reserve Account on such date)
and (b) the Required Reserve Account Amount.
“
Base Rate ” means, 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 Class C Monthly
Interest and the Series 2008-2 Monthly Servicing Fee with
respect to the related Distribution Date and the denominator of
which is the Nominal Liquidation Amount for Series 2008-2 as
of the last day of the preceding Monthly Period.
“
Class A Additional Interest ” shall have the
meaning specified in Section 3.02(a) .
“
Class A Interest Shortfall ” shall have the
meaning specified in Section 3.02(a) .
“
Class A Monthly Interest ” shall have the meaning
specified in Section 3.02(a) .
“
Class A Note ” means any one of the Notes
executed by the Issuer and authenticated by or on behalf of the
Indenture Trustee, substantially in the form of
Exhibit A-1 .
“
Class A Note Rate ” means, with respect to the
Class A Notes, for the period from and including the Closing
Date through but excluding July 15, 2008, and for each
Interest Period thereafter, a per annum rate of 4.65%, calculated
on the basis of twelve 30-day months and a 360-day year.
“
Class A Noteholder ” means the Person in whose
name a Class A Note is registered in the Note Register.
“
Class B Additional Interest ” shall have the
meaning specified in Section 3.02(b) .
3
“
Class B Interest Shortfall ” shall have the
meaning specified in Section 3.02(b) .
“
Class B Monthly Interest ” shall have the meaning
specified in Section 3.02(b) .
“
Class B Note ” means any one of the Notes
executed by the Issuer and authenticated by or on behalf of the
Indenture Trustee, substantially in the form of
Exhibit A-2 .
“
Class B Note Purchase Agreement ” shall mean the
Class B Note Purchase Agreement dated as of May 28, 2008,
by and among the Issuer, National City Bank, as originator and as
beneficiary of the Issuer, and the Class B Noteholder, and all
amendments and supplements thereto.
“
Class B Note Rate ” means, with respect to the
Class B Notes, for the period from and including the Closing
Date through but excluding July 15, 2008, and for each
Interest Period thereafter, a per annum rate of 7.00%, calculated
on the basis of twelve 30-day months and a 360-day year.
“
Class B Noteholder ” means the Person in whose
name a Class B Note is registered in the Note Register.
“
Class C Additional Interest ” shall have the
meaning specified in Section 3.02(c) .
“
Class C Interest Shortfall ” shall have the
meaning specified in Section 3.02(c) .
“
Class C Monthly Interest ” shall have the meaning
specified in Section 3.02(c) .
“
Class C Note ” means any one of the Notes
executed by the Issuer and authenticated by or on behalf of the
Indenture Trustee, substantially in the form of
Exhibit A-3 .
“
Class C Note Purchase Agreement ” shall mean the
Class C Note Purchase Agreement dated as of May 28, 2008,
by and among the Issuer, National City Bank, as originator and as
beneficiary of the Issuer, and the Class C Noteholder, and all
amendments and supplements thereto.
“
Class C Note Rate ” means, with respect to the
Class C Notes, for the period from and including the Closing
Date through but excluding July 15, 2008, and for each
Interest Period thereafter, a per annum rate of 8.95%, calculated
on the basis of twelve 30-day months and a 360-day year.
“
Class C Noteholder ” means the Person in whose
name a Class C Note is registered in the Note Register.
“
Closing Date ” means May 28, 2008.
“
Controlled Accumulation Amount ” means, for any
Transfer Date, $16,339,916.67; provided , however ,
that if the Accumulation Period Length with respect to such Series
is determined to be less than twelve (12) months pursuant to
Section 3.08(b)(ii) , the Controlled Accumulation
Amount for any Distribution Date will be equal to (i) the
product of (x)
4
the
Initial Dollar Principal Amount of the Series 2008-2 Notes and
(y) the Accumulation Period Factor for such Monthly Period
divided by (ii) the Required Accumulation Factor Number.
“
Covered Amount ” means 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 30 and the denominator of which is 360, times
(ii) the Class A Note Rate in effect with respect to such
Interest Period, times (iii) the aggregate amount on deposit
in the Principal Funding Account with respect to the Outstanding
Dollar Principal Amount of Class A Notes as of the Record Date
preceding such Distribution Date, plus (b) the product of
(i) a fraction, the numerator of which is 30 and the
denominator of which is 360, times (ii) the Class B Note
Rate in effect with respect to such Interest Period, times
(iii) the aggregate amount on deposit in the Principal Funding
Account with respect to the Outstanding Dollar Principal Amount of
Class B Notes as of the Record Date preceding such
Distribution Date, plus (c) the product of (i) a
fraction, the numerator of which is 30 and the denominator of which
is 360, times (ii) the Class C Note Rate in effect with
respect to such Interest Period, times (iii) the aggregate
amount on deposit in the Principal Funding Account with respect to
the Outstanding Dollar Principal Amount of Class C Notes as of
the Record Date preceding such Distribution Date.
“
Excess Finance Charge Percentage ” means, with respect
to any Distribution Date, an amount equal to the Portfolio Yield
for the preceding Monthly Period minus the Base Rate for
such Monthly Period.
“
Finance Charge Receivables ” is defined in the Pooling
and Servicing Agreement.
“
Indenture ” means the Indenture, dated as of
August 23, 2005 (as the same may be supplemented, modified or
amended from time to time), between the Issuer and the Indenture
Trustee.
“
Initial Dollar Principal Amount ” means (i) with
respect to the Series 2008-2 Notes, $196,079,000,
(ii) with respect to the Class A Notes, $175,000,000,
(iii) with respect to the Class B Notes, $11,275,000, and
(iv) with respect to the Class C Notes, $9,804,000.
“
Interest Payment Date ” means the fifteenth day of
each month commencing July 15, 2008, or if such fifteenth day
is not a Business Day, the next succeeding Business Day.
“
Interest Period ” means, with respect to any Interest
Payment Date, the period from and including the previous Interest
Payment Date (or in the case of the initial Interest Payment Date,
from and including the Issuance Date) through the day preceding
such Interest Payment Date.
“
Investor Charge-Offs ” means, with respect to any
Distribution Date, the aggregate amount, if any, by which the
Series 2008-2 Investor Default Amount, if any, for the
preceding Monthly Period exceeds the Series 2008-2 Finance
Charge Amounts for such Distribution Date available after giving
effect to clauses (a) through (d) of
Section 3.01 .
“
Issuance Date ” means May 28, 2008.
5
“
Legal Maturity Date ” means November 15,
2011.
“
Monthly Interest ” means, with respect to any
Distribution Date, the Class A Monthly Interest, the
Class B Monthly Interest and the Class C Monthly Interest
for such Distribution Date.
“
Nominal Liquidation Amount ” means, with respect to
any Class of Series 2008-2 Notes, the amount calculated
pursuant to Section 3.11 of this Indenture Supplement.
The Nominal Liquidation Amount for the Series 2008-2 will be
the sum of the Nominal Liquidation Amounts of all of the Classes of
Notes of the Series 2008-2.
“
Nominal Liquidation Amount Deficit ” means, with
respect to any Class of Series 2008-2 Notes, the excess of the
Adjusted Outstanding Dollar Principal Amount of that Class over the
Nominal Liquidation Amount of that Class.
“
Outstanding Dollar Principal Amount ” means, at any
time, (i) with respect to any Class of Series 2008-2
Notes, the Initial Dollar Principal Amount of such Class of
Series 2008-2 Notes at such time, less the amount of any
withdrawals from the Principal Funding Account for the
Series 2008-2 Notes for payment of principal to the Holders of
such Class of Notes and (ii) with respect to the
Series 2008-2 Notes, the sum of the Outstanding Dollar
Principal Amount of the Class A Notes, the Outstanding Dollar
Principal Amount of the Class B Notes and the Outstanding
Dollar Principal Amount of the Class C Notes, each at such
time.
“
Paying Agent ” means The Bank of New York.
“
Portfolio Adjusted Yield ” means, 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 ” means, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is (a) the amount of Finance Charge Amounts
allocated to Series 2008-2 pursuant to Section 501
of the Indenture, plus (b) the Principal Funding
Investment Proceeds 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 403 of the Indenture, each deposited into the
Collection Account on the Distribution Date relating to such
Monthly Period, minus (d) the Series 2008-2 Investor
Default Amount for such Monthly Period, and the denominator of
which is the Weighted Average Finance Charge Allocation Amount for
Series 2008-2 for such Monthly Period.
“
Principal Funding Account ” means the trust account
designated as such and established pursuant to
Section 5.01(a) .
“
Principal Funding Account Amount ” means, as of any
date, the amount on deposit in the Principal Funding Account on
such date.
“
Principal Funding Investment Proceeds ” shall mean,
with respect to each Distribution Date, the investment earnings on
funds in the Principal Funding Account (net of
6
investment expenses and losses) for the period from and including
the immediately preceding Distribution Date to but excluding such
Distribution Date.
“
Quarterly Excess Finance Charge Percentage ” means
(a) with respect to the July 2008 Distribution Date, the
Excess Finance Charge Percentage for such Payment Date,
(b) with respect to the August 2008 Distribution Date,
the percentage equivalent of a fraction, the numerator of which is
the sum of (i) the Excess Finance Charge Percentage for the
July 2008 Distribution Date and (ii) the Excess Finance
Charge Percentage with respect to the August 2008 Distribution
Date and the denominator of which is two, (c) with respect to
the September 2008 Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of
(i) the Excess Finance Charge Percentage for the
July 2008 Distribution Date (ii) the Excess Finance
Charge Percentage with respect to the August 2008 Distribution
Date and (iii) the Excess Finance Charge Percentage with
respect to the September 2008 Distribution Date and the
denominator of which is three and (d) with respect to the
October 2008 Distribution Date and each Distribution Date
thereafter, the percentage equivalent of a fraction, the numerator
of which is the sum of the Excess Finance Charge Percentages
determined with respect to such Distribution Date and the
immediately preceding two Distribution Dates and the denominator of
which is three.
“
Receivables Sales Proceeds ” means the proceeds of any
sale of Receivables pursuant to Section 3.12 .
Receivables Sales Proceeds do not constitute Available Principal
Amounts.
“
Receivables Sales Proceeds Deposit Amount ” means the
amount, if any, of Receivables Sales Proceeds on deposit in the
Principal Funding Account.
“
Required Accumulation Factor Number ” means a number
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 (as
defined in the Pooling and Servicing Agreement), expressed as a
decimal, for the twelve (12) months preceding the date of such
calculation; provided , however , that this
definition may be changed at any time if the Note Rating Agencies
provide prior written confirmation that a Ratings Effect with
respect to any Outstanding Notes will not occur with respect to
such change.
“
Required Reserve Account Amount ” means, with respect
to any Distribution Date on or after the Reserve Account Funding
Date, an amount equal to (a) 0.50% of the aggregate
Outstanding Dollar Principal Amount of the Notes or (b) any
other amount designated by the Issuer; provided, however ,
that if such designation is of a lesser amount, the Issuer shall
(i) provide the Servicer and the Indenture Trustee with
evidence that such designation will not cause a Ratings Effect and
(ii) deliver to the Indenture Trustee a certificate of an
authorized officer to the effect that, based on the facts known to
such officer at such time, in the reasonable belief of the Issuer,
such designation will not cause an Early Redemption Event or an
event that, after the giving of notice or the lapse of time, would
cause an Early Redemption Event to occur with respect to
Series 2008-2.
“
Required Spread Account Amount ” means, for each
Distribution Date, the product of (i) the Spread Account
Percentage in effect for such date and (ii) the Initial
Dollar
7
Principal Amount of the Series 2008-2 Notes; provided
that if an Early Redemption Event or any Event of Default with
respect to Series 2008-2 shall occur and be continuing, then
the Required Spread Account Amount shall equal the Outstanding
Dollar Principal Amount (after taking into account any payments to
be made on a related Distribution Date) of the Class C Notes;
provided further , in no event will the Required
Spread Account Amount exceed the Outstanding Dollar Principal
Amount (after taking into account any payments to be made on the
related Distribution Date) of the Class C Notes.
“
Reserve Account ” means the trust account designated
as such and established pursuant to Section 5.01(a)
.
“
Reserve Account Earnings ” means, with respect to each
Distribution Date, the investment earnings on funds in the Reserve
Account (net of investment expenses and losses) for the period from
and including the immediately preceding Distribution Date to but
excluding such Distribution Date.
“
Reserve Account Funding Date ” means 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 Accumulation Commencement Date;
(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 Accumulation
Commencement Date; (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
Accumulation Commencement Date; 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
Accumulation Commencement Date.
“
Reserve Draw Amount ” means, with respect to each
Distribution Date following any Monthly Period during which amounts
targeted to be deposited into the Principal Funding Account
pursuant to Section 3.08 for any prior Monthly Period
remain on deposit in the Principal Funding Account or the first
Distribution Date after an Early Redemption Event or an Event of
Default and acceleration occurs, 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.
“
Scheduled Principal Payment Date ” means the
November 2009 Distribution Date.
“
Series 2008-2 Available Principal Amounts ” means
the sum of (a) Available Principal Amounts allocated to the
Series 2008-2 pursuant to Section 502 of the
Indenture, (b) any amounts to be treated as Series 2008-2
Available Principal Amounts pursuant to Section 3.09(a)
and (c) any Shared Excess Available Principal Amounts
allocable to Series 2008-2 pursuant to
Section 3.18 .
8
“
Series 2008-2 Finance Charge Amounts ” means,
with respect to any Distribution Date, the sum of (a) Finance
Charge Amounts allocated to the Series 2008-2 pursuant to
Section 501 of the Indenture and (b) any amounts to be
treated as Series 2008-2 Finance Charge Amounts pursuant to
Sections 3.03(a) and 3.17(a) .
“
Series 2008-2 Investor Default Amount ” means,
with respect to any Monthly Period, the sum, for each day during
such Monthly Period, of the product of the Investor Default Amounts
(as such term is defined in the Series 2005-CC Supplement)
with respect to each such day and a fraction the numerator of which
is the Finance Charge Allocation Amount for Series 2008-2 for
such day and the denominator of which is the Finance Charge
Allocation Amount for all series of Notes for such day.
“
Series 2008-2 Servicer Interchange ” means, with
respect to any Monthly Period, an amount equal to the product of
(a) the Servicer Interchange (as such term is defined in the
Series 2005-CC Supplement) with respect to such Monthly Period and
(b) a fraction the numerator of which is the Weighted Average
Finance Charge Allocation Amount for Series 2008-2 for such
Monthly Period and the denominator of which is the Weighted Average
Finance Charge Allocation Amount for all series of Notes for such
Monthly Period.
“
Series 2008-2 Servicing Fee ” means, with respect
to any Monthly Period, the pro rata portion of the Monthly
Servicing Fee (as such term is defined in the Series 2005-CC
Supplement) allocable Series 2008-2 based on the Weighted
Average Finance Charge Allocation Percentage for Series 2008-2
for such Monthly Period.
“
Series 2008-2 Termination Date ” means the
earliest to occur of (a) the Principal Payment Date on which
the Outstanding Dollar Principal Amount of the Series 2008-2
Notes is paid in full, (b) the Legal Maturity Date and
(c) the date on which the Indenture is discharged and
satisfied pursuant to Article VI thereof.
“
Series Finance Charge Amounts Shortfall ” means,
with respect to any Distribution Date with respect to the
Series 2008-2, the excess, if any, of (a) the aggregate
amount targeted to be paid or applied pursuant to
Sections 3.01(a) through (f) for any
Distribution Date over (b) the Series 2008-2 Finance
Charge Amounts (excluding any amounts to be treated as Series
2008-2 Finance Charge Amounts pursuant to
Section 3.17(a)) for such Distribution Date.
“
Series Finance Charge Collections Shortfall ”
means, with respect to any Distribution Date with respect to the
Series 2008-2, the excess, if any, of (a) the aggregate
amount targeted to be paid or applied pursuant to
Sections 3.01(a) through (i) for any
Distribution Date over (b) the Series 2008-2 Finance
Charge Amounts (including any amounts to be treated as
Series 2008-2 Finance Charge Amounts pursuant to
Section 3.17(a) ) for such Distribution Date.
“
Series Principal Amounts Shortfall ” means, with
respect to any Distribution Date with respect to
Series 2008-2, the excess, if any, of (a) the aggregate
amount targeted to be paid or applied pursuant to
Sections 3.06(a) through (d) for any
Distribution Date over (b) the Series
9
2008-2
Available Principal Amounts (excluding any amounts to be treated as
Series 2008-2 Available Principal Amounts pursuant to
Section 3.18(a) ) for such Distribution Date.
“
Series Principal Collections Shortfall ” means,
with respect to any Distribution Date with respect to
Series 2008-2, the excess, if any, of (a) the aggregate
amount targeted to be paid or applied pursuant to
Sections 3.06(a) through (d) for any
Distribution Date over (b) the Series 2008-2 Available
Principal Amounts (including any amounts to be treated as
Series 2008-2 Available Principal Amounts pursuant to
Section 3.18(a) ) for such Distribution Date.
“
Shared Excess Available Principal Amounts ” means,
with respect to any Distribution Date, (a) with respect to
Series 2008-2, the amount of Series 2008-2 Available
Principal Amounts for such Distribution Date available after
application in accordance with Sections 3.06(a) through
(d) and (b) with respect to any other Series of Notes,
the amounts allocated to such other Series of Notes which the
applicable Indenture Supplements for such Series specify are to be
treated as “Shared Excess Available Principal
Amounts.”
“
Shared Excess Finance Charge Amounts ” means, with
respect to any Distribution Date, (a) with respect to
Series 2008-2, the amount of Series 2008-2 Finance Charge
Amounts for such Distribution Date available after application in
accordance with Sections 3.01(a) through (i) and
(b) with respect to any other Series of Notes identified as an
Excess Finance Charge Sharing Series in Excess Finance Charge
Sharing Group A, the amounts allocated to such other Series of
Notes which the applicable Indenture Supplements for such series
specify are to be treated as “Shared Excess Finance Charge
Amounts.”
“
Spread Account ” means the trust account designated as
such and established pursuant to Section 5.01(a)
.
“
Spread Account Deficiency ” means the excess, if any,
of the Required Spread Account Amount over the Available Spread
Account Amount.
“
Spread Account Investment Earnings ” means, with
respect to any Distribution Date, all interest and earnings on
Eligible Investments included in the Spread Account (net of losses
and investment expenses) during the period commencing on and
including the Distribution Date immediately preceding such
Distribution Date and ending on but excluding such Distribution
Date.
“
Spread Account Percentage ” means (i) 0.0% if the
Quarterly Excess Finance Charge Percentage on such Payment Date is
greater than or equal to 5.00%, (ii) 1.25% if the Quarterly
Excess Finance Charge Percentage on such Payment Date is less than
5.00% and greater than or equal to 4.75%, (iii) 1.75% if the
Quarterly Excess Finance Charge Percentage on such Payment Date is
less than 4.75% and greater than or equal to 4.25%, (iv) 2.75%
if the Quarterly Excess Finance Charge Percentage on such Payment
Date is less than 4.25% and greater than or equal to 3.75%, (v)
4.00% if the Quarterly Excess Finance Charge Percentage on such
Payment Date is less than 3.75% and greater than or equal to 3.25%,
(vi) 5.00% if the Quarterly Excess Finance Charge Percentage
on such Payment Date is less than 3.25% and greater than or equal
to 2.25% and (vii) 6.00% if the Quarterly Excess Finance
Charge
10
Percentage on such Payment Date is less than 2.25%; provided
, however , that after the Spread Account Percentage has
been increased to a percentage above 0.00% pursuant to any of
clauses (ii) through (vii) above, the Spread Account
Percentage shall remain at that percentage until (a) further
increased to a higher required percentage specified in clauses
(iii) through (vii) above or (b) the Distribution
Date on which the Quarterly Excess Finance Charge Percentage has
increased to a level above that for the then current Spread Account
Percentage, in which case the Spread Account Percentage shall be
decreased to the appropriate percentage in clauses (i) through
(vi) of the definition thereof; provided further
, however , that no such decrease in the Spread Account
Percentage shall be made until the Quarterly Excess Finance Charge
Percentage has increased to a level above that for the then current
Spread Account Percentage for three (3) consecutive
Distribution Dates. Notwithstanding the foregoing, if an Early
Redemption Event with respect to Series 2008-2 has occurred
and is continuing, the Spread Account Percentage shall no longer be
subject to reduction.
“
Targeted Interest Deposit Amount ” means, with respect
to the Series 2008-2 Notes for any Distribution Date, the
aggregate amount due and payable pursuant to
Sections 3.01(a) , (b) and (d) for such
Distribution Date.
“
Targeted Principal Deposit Amount ” means, with
respect to the Series 2008-2 Notes for any Distribution Date,
the aggregate amount targeted to be deposited in the Principal
Funding Account pursuant to Section 3.08 for such
Distribution Date.
“
Transfer ” has the meaning specified in
Section 2.05 .
“
Weighted Average Finance Charge Allocation Amount ”
means, with respect to any Monthly Period for any series of Notes,
the sum of the Finance Charge Allocation Amount for such series, as
of the close of business on each day during such Monthly Period
divided by the actual number of days in such period.
Section 1.02. Governing
Law . THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY 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 1.03.
Counterparts . This Indenture Supplement may be executed in
any number of counterparts, each of which so executed will be
deemed to be an original, but all such counterparts will together
constitute but one and the same instrument.
Section 1.04. Ratification of
Indenture . As supplemented by this Indenture Supplement, the
Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Indenture Supplement shall be
read, taken and construed as one and the same instrument.
[END
OF ARTICLE I]
11
ARTICLE II
The
Notes
Section 2.01. Creation and
Designation .
(a) There is hereby created a
series of Notes to be issued pursuant to the Indenture and this
Indenture Supplement to be known as “National City Credit
Card Master Note Trust, Series 2008-2,” or the
“Series 2008-2 Notes.” The Series 2008-2
Notes will be issued in three classes, the first of which shall be
known as the “Series 2008-2 Class A Notes,”
the second of which shall be known as the “Series 2008-2
Class B Notes,” and the third of which shall be known as
the “Series 2008-2 Class C Notes.”
(b) Series 2008-2 shall be
an Excess Finance Charge Sharing Series in Excess Finance Charge
Sharing Group A and shall not be in any other group. The
Series 2008-2 Notes shall not be subordinated to any other
series of Notes.
(c) Notwithstanding the
foregoing, except as expressly provided herein, clauses
(a) and (c) of the definition of “Issuer Tax
Opinion” in Section 101 of the Indenture shall
not be applicable to the Class B Notes or the
Class C Notes, and the opinion described in clause (d) of
such definition shall not be required with respect to the
Class B Notes or the Class C Notes.
Section 2.02. Form of
Delivery of the Class A Notes; Depository; Denominations
.
(a) The
Class A Notes shall be delivered in the form of a global Note
as provided in Sections 202 and 301(i) of the
Indenture, respectively.
(b) The
Depository for the Class A Notes shall be The Depository Trust
Company, and the Class A Notes shall initially be registered in the
name of Cede & Co., its nominee.
(c) The
Class A Notes will be issued in minimum denominations of
$5,000 and multiples of $1,000 in excess of that amount.
Section 2.03. Form of
Delivery of the Class B Notes and Class C Notes;
Denominations .
(a) The
Class B Notes shall be delivered in the form of definitive
notes issued in the name of the Class B Noteholder, as
provided in Sections 202 and 301(i) of the
Indenture, respectively. The Class C Notes shall be delivered
in the form of definitive notes issued in the name of the
Class C Noteholder, as provided in Sections 202
and 301(i) of the Indenture, respectively.
(b) The
Class B Notes shall be issued in the name of and delivered to
the Class B Noteholder. The Class C Notes shall be issued
in the name of and delivered to the Class C Noteholder.
(c) The
Class B Notes and the Class C Notes will be issued in
minimum denominations of $5,000 and multiples of $1,000 in excess
of that amount.
12
Section 2.04. Delivery and
Payment for the Series 2008-2 Notes . The Issuer shall
execute and deliver the Series 2008-2 Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver
the Series 2008-2 Notes when authenticated, each in accordance
with Section 303 of the Indenture.
Section 2.05. Restrictions on
Transfer of the Class B Notes and the Class C Notes .
Neither the Class B Noteholder nor the Class C Noteholder
may sell, transfer, assign, exchange, participate or otherwise
convey or pledge, hypothecate, rehypothecate or grant a security
interest in (each such transaction, a “ Transfer
”) a Class B Note or Class C Note, as applicable,
except upon (i) the prior delivery to the Indenture Trustee
and the Transferor of an Issuer Tax Opinion and Master Trust Tax
Opinion (each as defined in Section 101 of the
Indenture) with respect to such Transfer, (ii) compliance with
the registration provisions of the Securities Act of 1933 and any
applicable provisions of any state “Blue Sky” or
securities laws or an available exemption from such registration
provisions and (iii) satisfaction of such other restrictions
on transfer contained in Section 4(i) of the
Class B Note Purchase Agreement or Class C Note Purchase
Agreement, as applicable. Any attempted Transfer failing to
comply with such delivery conditions shall be null and void.
[END
OF ARTICLE II]
13
ARTICLE III
Allocations, Deposits and Payments
Section 3.01. Allocations of
Series 2008-2 Finance Charge Amounts . On each
Distribution Date, the Indenture Trustee will apply
Series 2008-2 Finance Charge Amounts, as follows:
(a) first , 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 Noteholders 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 Noteholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class A
Noteholders;
(b) second , 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 Noteholders 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 Noteholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class B
Noteholders;
(c) third , an amount
equal to the Series 2008-2 Servicing Fee for such Distribution
Date, plus the amount of any Series 2008-2 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 Pooling and Servicing Agreement);
(d) fourth , an amount
equal to Class C Monthly Interest for such Distribution Date,
plus the amount of any Class C Monthly Interest
previously due but not distributed to Class C Noteholders on a
prior Distribution Date, plus the amount of any Class C
Additional Interest for such Distribution Date and any Class C
Additional Interest previously due but not distributed to
Class C Noteholders on a prior Distribution Date, shall be
distributed to the Paying Agent for payment to the Class C
Noteholders;
(e) fifth , an amount
equal to the Series 2008-2 Investor Default Amount for such
Distribution Date shall be treated as a portion of
Series 2008-2 Available Principal Amounts for such
Distribution Date;
(f) sixth , an amount
equal to the aggregate Nominal Liquidation Amount Deficit, if any,
for such Distribution Date shall be treated as a portion of
Series 2008-2 Available Principal Amounts for such
Distribution Date;
(g) seventh , on each
Distribution Date from and after the Reserve Account Funding Date,
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;
14
(h) eighth , on each
Distribution Date, an amount equal to the Spread Account Deficiency
shall be deposited into the Spread Account;
(i) ninth , if an Event
of Default and acceleration of the maturity of the
Series 2008-2 Notes pursuant to Section 7.02 of
the Indenture has occurred on or prior to such Distribution Date,
an amount up to the Series 2008-2 Outstanding Dollar Principal
Amount on such Distribution Date minus the amount of
Series 2008-2 Available Principal Amounts (not taking into
account amounts available under this clause (i) ) and
amounts, if any, on deposit in the Principal Funding Account
available to pay principal on the Class A Notes, the
Class B Notes, and the Class C Notes on such Distribution
Date, shall be treated as a portion of Series 2008-2 Available
Principal Amounts for such Distribution Date;
(j) tenth , an amount,
if any, to be treated as Shared Excess Finance Charge Amounts for
application in accordance with Section 506 of the
Indenture; and
(k) eleventh , to be
paid to the Servicer and treated as Excess Finance Charge
Collections for application in accordance with
Section 4.05 of the Pooling and Servicing
Agreement.
Section 3.02. 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 Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of
which is 30 and the denominator of which is 360, times
(B) the Class A Note Rate and (ii) the Outstanding
Dollar Principal Amount of the Class A Note as of the close of
business on the last day of the preceding Monthly Period; provided
however that for the first Interest Payment Date, the amount of
interest due is $1,062,395.83.
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 30 and the denominator of which is 360,
times (B) the Class A Note Rate and (ii) such
Class A Interest Shortfall (or the portion thereof which has
not been paid to the Class A Noteholders) shall be payable as
provided herein with respect to the Class A Notes 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 Noteholders.
(b) The amount of monthly
interest (“ Class B Monthly Interest ”)
distributable from the Collection Account with respect to the
Class B Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of
which is 30 and the denominator of which is 360, times
(B) the Class B Note Rate and (ii) the Outstanding
Dollar Principal Amount of the Class B Notes as of the close
of business on the last day of the
15
preceding Monthly Period; provided however that for the first
Interest Payment Date, the amount of interest due is
$103,040.97.
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 30 and the denominator of which is 360,
times (B) the Class B Note Rate and (ii) such
Class B Interest Shortfall (or the portion thereof which has
not been paid to the Class B Noteholders) shall be payable as
provided herein with respect to the Class B Notes 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 Noteholders.
(c) The amount of monthly
interest (“ Class C Monthly Interest ”)
distributable from the Collection Account with respect to the
Class C Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of
which is 30 and the denominator of which is 360, times
(B) the Class C Note Rate and (ii) the Outstanding
Dollar Principal Amount of the Class C Notes as of the close
of business on the last day of the preceding Monthly Period;
provided however that for the first Interest Payment Date, the
amount of interest due is $114,557.02.
On the Determination Date preceding
each Distribution Date, the Servicer shall determine the excess, if
any (the “ Class C Interest Shortfall ”),
of (x) the Class C Monthly Interest for such Distribution
Date over (y) the aggregate amount of funds allocated and
available to pay such Class C Monthly Interest on such
Distribution Date. If the Class C Interest Shortfall with
respect to any Distribution Date is greater than zero, an
additional amount (“ Class C Additional Interest
”) equal to the product of (i) (A) a fraction, the
numerator of which is 30 and the denominator of which is 360,
times (B) the Class C Note Rate and (ii) such
Class C Interest Shortfall (or the portion thereof which has
not been paid to the Class C Noteholders) shall be payable as
provided herein with respect to the Class C Notes on each
Distribution Date following such Distribution Date to and including
the Distribution Date on which such Class C Interest Shortfall
is paid to the Class C Noteholders.
Section 3.03. Amounts to be
Treated as Series 2008-2 Finance Charge Amounts; Other
Deposits to the Collection Account . The following deposits and
payments will be made on the following dates:
(a) Amounts to be Treated as
Series 2008-2 Finance Charge Amounts . In addition to
Finance Charge Amounts allocated to the Series 2008-2 pursuant
to Section 501 of the Indenture, the following amounts
shall be treated as Series 2008-2 Finance Charge Amounts for
application in accordance with this Article III for any
Monthly Period:
(i) Reserve Draw Amount . The
aggregate amount withdrawn from the Reserve Account pursuant to
Section 3.16 will be treated as Series 2008-2
Finance Charge Amounts for such Monthly Period.
16
(ii) Shared Excess Finance Charge
Amounts . Any Shared Excess Finance Charge Amounts allocable to
the Series 2008-2 will be treated as Series 2008-2
Finance Charge Amounts pursuant to Section 3.17 .
(b) Other
Deposits to the Collection Account for Series 2008-2
.
(i) Spread Account .
Withdrawals made from the Spread Account pursuant to
Section 3.14(a) will be deposited into the Collection
Account for Series 2008-2 on the Distribution Date.
(ii) Receivables Sales
Proceeds . Receivables Sales Proceeds received by the Issuer
pursuant to Section 3.12(c)(ii) will be deposited into
the Collection Account for Series 2008-2 on the date of
receipt by the Issuer.
Section 3.04. Allocations of
Reductions from Investor Charge-Offs to the Nominal Liquidation
Amount due to Investor Charge-Offs .
(a) On each Distribution Date
when there is an Investor Charge-Off with respect to the related
Monthly Period, the amount of such Investor Charge-Off will be
allocated on that date to each Class of Series 2008-2 Notes as
set forth in this Section 3.04 . The amount of each
Investor Charge-Off will be allocated to each Class of
Series 2008-2 Notes to reduce its Nominal Liquidation Amount.
If such allocation (or any portion of it) would reduce the Nominal
Liquidation Amount of a Class of Series 2008-2 Notes below
zero, the amount that would cause the Nominal Liquidation Amount to
be reduced below zero will be allocated (subject to the restriction
set forth in this sentence) to other Classes of Series 2008-2
Notes. In no event will the Nominal Liquidation Amount (after
giving effect to this clause (a)) of any Class of
Series 2008-2 Notes be reduced below zero.
(b) On each Distribution Date,
the amount of each Investor Charge-Off will be allocated in the
following order of priority:
(i) first , to the
Class C Notes until the Nominal Liquidation Amount of the
Class C Notes has been reduced to zero;
(ii) second , after the
Nominal Liquidation Amount of the Class C Notes has been
reduced to zero, to the Class B Notes until the Nominal
Liquidation Amount of the Class B Notes has been reduced to
zero; and
(iii) third , after the
Nominal Liquidation Amount of the Class B Notes has been
reduced to zero, to the Class A Notes until the Nominal
Liquidation Amount of the Class A Notes has been reduced to
zero.
Section 3.05. Allocations of
Reimbursements of Nominal Liquidation Amount Deficits . If, as
of any Distribution Date, there are Series 2008-2 Finance
Charge Amounts available pursuant to Section 3.01(f) to
reimburse any Nominal Liquidation Amount Deficits as of such
Distribution Date, such funds will be allocated to each Class of
Series 2008-2 Notes as follows:
17
(a) first , to the
Class A Notes, but in no event will the Nominal Liquidation
Amount of the Class A Notes be increased above the Adjusted
Outstanding Dollar Principal Amount of the Class A
Notes;
(b) second , to the
Class B Notes, but in no event will the Nominal Liquidation
Amount of the Class B Notes be increased above the Adjusted
Outstanding Dollar Principal Amount of the Class B Notes;
and
(c) third , to the
Class C Notes, but in no event will the Nominal Liquidation
Amount of the Class C Notes be increased above the Adjusted
Outstanding Dollar Principal Amount of the Class C
Notes.
Section 3.06. Application of
Series 2008-2 Available Principal Amounts . On each
Distribution Date, the Indenture Trustee will apply
Series 2008-2 Available Principal Amounts as follows:
(a) first , with respect
to each Monthly Period, if after giving effect to deposits to be
made with respect to such Monthly Period pursuant to
Section 3.01(a) , the Class A Notes have not
received the full amount due and payable pursuant to
Section 3.01(a) with respect to that Monthly Period,
then Series 2008-2 Available Principal Amounts in an amount
equal to the amount of such insufficiency (such amount not to
exceed the aggregate Nominal Liquidation Amounts of the
Class C Notes and Class B Notes as of such Distribution
Date (calculated after giving effect to Section 3.04
with respect to such Monthly Period)) shall be distributed to the
Paying Agent for payment to the Class A Noteholders;
(b) second , with
respect to each Monthly Period, if after giving effect to deposits
to be made with respect to such Monthly Period pursuant to
Section 3.01(b) , the Class B Notes have not
received the full amount due and payable pursuant to
Section 3.01(b) with respect to that Monthly Period,
then Series 2008-2 Available Principal Amounts in an amount
equal to the amount of such insufficiency (such amount not to
exceed the Nominal Liquidation Amount of the Class C Notes as
of such Distribution Date (calculated after giving effect to a
Section 3.04 with respect to such Monthly Period)
minus the aggregate amount of Series 2008-2 Available
Principal Amounts reallocated pursuant to clause (a) above)
shall be distributed to the Paying Agent for payment to the
Class B Noteholders;
(c) third , with respect
to each Monthly Period, if after giving effect to deposits to be
made with respect to such Monthly Period pursuant to
Section 3.01(c) , the Servicer has not received the
full amount to be paid pursuant to Section 3.01(c) with
respect to that Monthly Period, then Series 2008-2 Available
Principal Amounts in an amount equal to the amount of such
insufficiency (such amount not to exceed the aggregate Nominal
Liquidation Amounts of the Class C Notes and Class B
Notes as of such Distribution Date (calculated after giving effect
to any Investor Charge-Offs with respect to such Monthly Period)
minus the aggregate amount of Series 2008-2 Available
Principal Amounts reallocated pursuant to clauses (a) and
(b) above) will be paid to the Servicer;
(d) fourth , to make the
targeted deposits to the Principal Funding Account pursuant to
Section 3.08 ;
18
(e) fifth , to be
treated as Shared Excess Available Principal Amounts for
application in accordance with Section 505 of the
Indenture;
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