<PAGE>
EXHIBIT 4.1
EXECUTION COPY
================================================================================
SERIES 2005-CC SUPPLEMENT
Dated as of August 23, 2005
to the
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1995,
as Amended and Restated as of July 1, 2000
---------------------------------
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2005-CC
---------------------------------
between
NATIONAL CITY BANK,
as Seller and Servicer,
and
THE BANK OF NEW YORK (DELAWARE),
as Trustee
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TABLE OF CONTENTS
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ARTICLE I
CREATION OF THE SERIES 2005-CC CERTIFICATES
Section 1.01.
Designation...............................................................................
1
ARTICLE II
DEFINITIONS
Section 2.01.
Definitions...............................................................................
2
ARTICLE III
SERVICER AND TRUSTEE
Section 3.01.
Servicing
Compensation....................................................................
7
ARTICLE IV
RIGHTS OF SERIES 2005-CC INVESTOR CERTIFICATEHOLDERS AND ALLOCATION
AND
APPLICATION OF COLLECTIONS
Section 4.01.
Collections and
Allocations...............................................................
8
Section 4.02.
Application of Available Funds and Available Principal
Collections........................ 9
Section 4.03.
Excess Finance Charge
Collections.........................................................
10
Section 4.04.
Shared Principal
Collections..............................................................
10
ARTICLE V
DISTRIBUTIONS AND REPORTS TO SERIES 2005-CC CERTIFICATEHOLDERS
Section 5.01.
Distributions.............................................................................
11
Section 5.02.
Reports and
Statements....................................................................
11
ARTICLE VI
PAY OUT EVENTS
Section 6.01.
Additional Pay Out
Events.................................................................
11
ARTICLE VII
SERIES TERMINATION
Section 7.01.
Series
Termination........................................................................
12
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TABLE OF CONTENTS
(CONTINUED)
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ARTICLE VIII
FINAL
DISTRIBUTIONS
Section 8.01.
Sale of Receivables or Certificateholders' Interest pursuant to
Section 2.06 or
10.01 of the
Agreement....................................................................
12
Section 8.02.
Distribution of Proceeds of Sale, Disposition or Liquidation of the
Receivables
pursuant to Section 9.02 of the
Agreement.................................................
13
Section 8.03.
Sale of Receivables on Legal Maturity
Date................................................ 14
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01.
Ratification of
Agreement.................................................................
14
Section 9.02.
Counterparts..............................................................................
15
Section 9.03.
Governing Law; Submission to Jurisdiction; Agent for Service of
Process................... 15
Section 9.04.
Certain Tax Related
Amendments............................................................
15
Section 9.05.
Certain Accounting Related
Amendments.....................................................
15
Section 9.06.
Additional Representations and Warranties of the
Seller................................... 16
Section 9.07.
Treatment of
Noteholders..................................................................
16
Section 9.08.
Transfer of the Series 2005-CC
Certificate................................................
17
Section 9.09.
Delivery of the Series 2005-CC
Certificate................................................
17
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<PAGE>
EXHIBITS
EXHIBIT A - Form of Series 2005-CC
Certificate
EXHIBIT B - Form of Monthly Payment
Instructions and Notification to the
Trustee
EXHIBIT C - Form of Monthly
Certificateholders' Statement
EXHIBIT D - Form of Monthly Servicer's
Certificate
iii
<PAGE>
THIS SERIES 2005-CC SUPPLEMENT, dated as of August 23, 2005
(this
"Supplement"), is hereby executed by and
between NATIONAL CITY BANK, a national
banking association, as Seller and
Servicer, and THE BANK OF NEW YORK
(DELAWARE), a Delaware banking corporation,
as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of June
1,
1995, as amended and restated as of July 1,
2000, and as further amended by the
First Amendment to the Pooling and
Servicing Agreement, dated as of May 24,
2001, and the Second Amendment to the
Pooling and Servicing Agreement, dated as
of August 3, 2005 (as may be amended or
supplemented thereafter, the
"Agreement"), among the Seller, the
Servicer and the Trustee, the Seller has
created the National City Credit Card
Master Trust (the "Trust"). Section 6.03
of the Agreement provides, among other
things, that the Seller may from time to
time direct the Trustee to authenticate one
or more new Series of Investor
Certificates representing fractional
undivided interests in the Trust. The
Principal Terms of any new Series are to be
set forth in a Supplement to the
Agreement.
Pursuant to this Supplement, the Seller and the Trustee shall
create
a new Series consisting of an Investor
Certificate and specify the Principal
Terms thereof.
ARTICLE I
CREATION
OF THE SERIES 2005-CC CERTIFICATES
SECTION 1.01. Designation.
(a) There is hereby created a Series consisting of an Investor
Certificate to be issued pursuant to the
Agreement and this Supplement to be
known as the "National City Credit Card
Master Trust, Series 2005-CC." Such
Investor Certificate shall be issued in one
Class and shall be designated the
"Asset Backed Certificate, Series 2005-CC"
(the "Series 2005-CC Certificate").
The Series 2005-CC Certificate shall be
issued as one definitive certificate
substantially in the form of Exhibit A
hereto.
(b) Series 2005-CC shall be included in Group One (as defined
below). Series 2005-CC shall not be
subordinated to any other Series.
(c) Except as expressly provided herein, (i) the provisions of
Article VI and Article XII of the Agreement
relating to the registration,
authentication, delivery, presentation,
cancellation and surrender of Registered
Certificates, and clauses (a) and (c) of
the definition of Tax Opinion in
Section 1.01 of the Agreement shall not be
applicable to the Series 2005-CC
Certificate, and (ii) the provisions of
Section 3.07 of the Agreement shall not
apply to cause the Series 2005-CC
Certificate to be treated as debt for federal,
state and local income and franchise tax
purposes, but rather the Seller intends
and, together with the Series 2005-CC
Certificateholders, agrees to treat the
Series 2005-CC Certificate for federal,
state and local income and franchise tax
purposes as representing an equity interest
in the assets of the Trust.
(d) This Supplement is the Series 2005-CC Supplement referred to
in
the Amended and Restated Trust Agreement of
the National City Credit Card Master
Note Trust,
<PAGE>
dated as of August 23, 2005, among National
City, as beneficiary and as
transferor, and Wilmington Trust Company,
as owner trustee.
ARTICLE II
DEFINITIONS
SECTION 2.01. Definitions.
(a) Whenever used in this Supplement, the following words and
phrases shall have the following meanings,
and the definitions of such terms are
applicable to the singular as well as the
plural forms of such terms and the
masculine as well as the feminine and
neuter genders of such terms.
"Accumulation Period," with respect to Series 2005-CC, shall
mean,
solely for the purposes of the definition
of Group One Monthly Principal Payment
as such term is defined in each Supplement
relating to Group One, the Revolving
Period.
"Adjusted Outstanding Dollar Principal Amount" shall have the
meaning specified in the Indenture.
"Aggregate Investor Default Amount" shall mean, with respect to
any
Monthly Period, the sum of the Investor
Default Amounts with respect to such
Monthly Period.
"Aggregate Reallocated Principal Amount" shall mean, with respect
to
any Monthly Period, the aggregate
Reallocated Principal Amount (as defined in
the Indenture) for all series of Notes for
such Monthly Period.
"Allocation Reset Date" shall mean, with respect to any Monthly
Period, any date on which (a) the Investor
Interest is increased as a result of
the issuance of a new tranche of Notes or
the issuance of additional Notes in an
Outstanding series, class or tranche of
Notes during such Monthly Period, (b) an
Addition Date occurs or (c) a Removal Date
occurs on which, if any Series has
been paid in full, Principal Receivables in
an aggregate amount approximately
equal to the initial investor interest of
such Series are removed from the
Trust; provided, however, that solely with
respect to this term, "Series" shall
mean any series of Investor Certificates
(as defined in the Agreement) and any
series, class or tranche of Notes.
"Available Funds" shall mean, with respect to any Monthly Period,
an
amount equal to the Collections of Finance
Charge Receivables received during
such Monthly Period (less Servicer
Interchange with respect to such Monthly
Period) and allocated to Series 2005-CC
(including any amounts that are to be
treated as Collections of Finance Charge
Receivables in accordance with the
Agreement).
"Available Principal Collections" shall mean, with respect to
any
Monthly Period, an amount equal to the sum
of (a) an amount equal to the
Principal Allocation Percentage of all
Collections in respect of Principal
Receivables received during such Monthly
Period and (b) any Shared Principal
Collections with respect to other Series
that are allocated to Series 2005-CC in
accordance with Section 4.04 of the
Agreement and Section 4.10 hereof.
2
<PAGE>
"Certificate Representative" shall mean (a) if there is one
Holder
of the Series 2005-CC Certificate, such
Holder or the designee of such Holder,
and (b) if there is more than one Holder of
the Series 2005-CC Certificate, the
designee of the Holders of a majority of
the outstanding principal balance of
the Series 2005-CC Certificate.
"Closing Date" shall mean August 23, 2005.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral" shall have the meaning specified in Section 9.06.
"Distribution Date" shall mean October 17, 2005 and the
fifteenth
day of each calendar month thereafter, or
if such fifteenth day is not a
Business Day, the next succeeding Business
Day; provided that any references to
the Distribution Date for a Monthly Period
shall mean the Distribution Date
immediately following the last day of such
Monthly Period.
"Early Amortization Period" shall mean the period commencing at
the
close of business on the Business Day
immediately preceding the day on which a
Pay Out Event with respect to Series
2005-CC is deemed to have occurred, and
ending on the Series Termination Date.
"Floating Allocation Invested Amount" shall mean, on any date
of
determination during any Monthly Period, an
amount equal to the aggregate
Finance Charge Allocation Amount (as
defined in the Indenture) for all series of
Notes.
"Floating Allocation Percentage" shall mean, with respect to
any
Monthly Period, the percentage equivalent
(which percentage shall never exceed
100%) of a fraction, the numerator of which
is the Floating Allocation Invested
Amount as of the last day of the preceding
Monthly Period and the denominator of
which is the greater of (a) the sum of (i)
the aggregate amount of Principal
Receivables in the Trust as of such day and
(ii) the principal amount on deposit
in the Special Funding Account as of such
day and (b) the sum of the numerators
used to calculate the floating allocation
percentages for all Series then
outstanding; provided, however, that with
respect to any Monthly Period in which
an Allocation Reset Date occurs the
denominator in (a)(i) above shall be the
average of the amounts referred to in the
following clauses (A) and (B) weighted
by the number of days in the respective
periods referred to in such clauses: (A)
the aggregate amount of Principal
Receivables in the Trust at the end of the day
on the last day of the prior Monthly Period
for the period from and including
the first day of such Monthly Period to but
excluding the related Allocation
Reset Date and (B) the aggregate amount of
Principal Receivables in the Trust at
the end of the day on the related
Allocation Reset Date for the period from and
including the related Allocation Reset Date
to and including the last day of
such Monthly Period.
"Group One" shall mean Series 2005-CC and each other Series
specified in the related Supplement to be
included in Group One.
"highest investment category" shall have the meaning specified
in
Section 2.01(b).
3
<PAGE>
"Indenture" shall mean the Indenture, dated as of August 23,
2005,
between the National City Credit Card
Master Note Trust, as Issuer, and The Bank
of New York, as indenture trustee, as
amended and supplemented from time to
time.
"Initial Invested Amount" shall mean, when used in the
Agreement,
this Series Supplement or any other
Supplement with respect to Series 2005-CC
and with respect to any Monthly Period, the
Initial Dollar Principal Amount (as
defined in the Indenture) of any
Outstanding series, class or tranche of Notes.
"Invested Amount" with respect to Series 2005-CC shall mean, on
any
date of determination, an amount equal to
the sum of the Nominal Liquidation
Amounts for each tranche of Notes
Outstanding as of such date of determination.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the
product of (a) the Defaulted Amount
for the related Monthly Period and (b) the
Floating Allocation Percentage for
such Monthly Period.
"Legal Maturity Date," with respect to any tranche of Notes,
shall
have the meaning specified in the
Indenture.
"Monthly Interest Target" shall mean, with respect to each
Monthly
Period, an amount equal to the aggregate
Targeted Interest Deposit Amounts (as
defined in the Indenture) for all series of
Notes for such Monthly Period.
"Monthly Period" shall have the meaning specified in the
Agreement,
except that the first Monthly Period with
respect to the Series 2005-CC
Certificate shall begin on and include the
Closing Date and shall end on and
include September 30, 2005.
"Monthly Principal Target" shall mean, with respect to each
Monthly
Period, an amount equal to the aggregate
Targeted Principal Deposit Amounts (as
defined in the Indenture) for all series of
Notes for such Monthly Period.
"Monthly Servicing Fee" shall have the meaning specified in
Section
3.01.
"National City" shall mean National City Bank.
"Nominal
Liquidation Amount," with respect to any series, class or
tranche of Notes, shall have the meaning
specified in the Indenture.
"Note" or "Notes" shall mean each Note or the Notes (as defined
in
the Indenture) secured by the Series
2005-CC Certificate.
"Note Trust Excess Finance Charge Collections" shall mean, for
any
Distribution Date, an amount equal to the
aggregate amount to be treated as
Excess Finance Charge Collections for each
series of Notes for such Distribution
Date pursuant to the related Indenture
Supplement and Section 507 of the
Indenture.
4
<PAGE>
"Note Trust Finance Charge Shortfall" shall mean, for any
Distribution Date, an amount equal to the
sum of the Series Finance Charge
Collections Shortfalls (as defined in the
related Indenture Supplement) for each
series of Notes for such Distribution
Date.
"Note Trust Shared Principal Collections" shall mean, for any
Distribution Date, an amount equal to the
aggregate amount to be treated as
Shared Principal Collections for each
series of Notes for such Distribution Date
pursuant to the related Indenture
Supplement and Section 508 of the Indenture.
"Note Trust Principal Shortfall" shall mean, for any
Distribution
Date, an amount equal to the sum of the
Series Principal Collections Shortfalls
(as defined in the related Indenture
Supplement) for each series of Notes for
such Distribution Date.
"Outstanding" shall have the meaning specified in the
Indenture.
"Permitted Assignee" shall mean any Person who, if it were the
holder of an interest in the Trust would
not, alone or in combination with other
holders of interests in the Trust, cause
the Trust to be taxable as a publicly
traded partnership for federal income tax
purposes.
"Principal Allocation Invested Amount" shall mean, on any date
of
determination during any Monthly Period, an
amount equal to the aggregate
Principal Allocation Amounts (as defined in
the Indenture) for all series of
Notes. "Principal Allocation Percentage"
shall mean, with respect to any date of
determination during any Monthly Period,
the percentage equivalent (which
percentage shall never exceed 100%) of a
fraction, the numerator of which is the
Principal Allocation Invested Amount for
such date and the denominator of which
is the greater of (i) the sum of (A) the
aggregate amount of Principal
Receivables in the Trust as of the last day
of the immediately preceding Monthly
Period (or, in the case of any date of
determination during the First Monthly
Period, the Closing Date) and (B) the
principal amount on deposit in the Special
Funding Account as of such last day and
(ii) the sum of the numerators used to
calculate the principal allocation
percentages for all Series outstanding as of
the date as to which such determination is
being made; provided, however, that
with respect to any Monthly Period in which
an Allocation Reset Date occurs the
denominator in (i)(A) above shall be the
average of the amounts referred to in
the following clauses (1) and (2) weighted
by the number of days in the
respective periods referred to in such
clauses: (1) the aggregate amount of
Principal Receivables in the Trust at the
end of the day on the last day of the
prior Monthly Period for the period from
and including the first day of such
Monthly Period to but excluding the related
Allocation Reset Date and (2) the
aggregate amount of Principal Receivables
in the Trust at the end of the day on
the related Allocation Reset Date for the
period from and including the related
Allocation Reset Date to and including the
last day of such Monthly Period.
"Reassignment Amount" shall mean, with respect to any
Distribution
Date, after giving effect to any deposits
and distributions otherwise to be made
on such Distribution Date, the sum of (a)
the Adjusted Outstanding Dollar
Principal Amount (as defined in the
Indenture) of all Notes on such Distribution
Date, (b) the Monthly Interest Target with
respect to the
5
<PAGE>
immediately preceding Monthly Period and
(c) any other fees and expenses of the
Indenture Trustee payable by the National
City Credit Card Master Note Trust
pursuant to the Indenture, each after
giving effect to any deposits and
distributions otherwise to be made on such
Distribution Date.
"Revolving Period" shall mean the period beginning at the close
of
business on the Closing Date and ending on
the close of business on the day
immediately preceding the day the Early
Amortization Period commences.
"Series Invested Amount" shall mean the Initial Invested
Amount.
"Series Termination Date" shall mean the date earlier to occur
of
(a) the date designated by the Seller
following the last Legal Maturity Date of
any series, class or tranche of Notes or
(b) the termination of the Trust
pursuant to Section 12.01 of the
Agreement.
"Series 2005-CC" shall mean the Series of the National City
Credit
Card Master Trust represented by the Series
2005-CC Certificate.
"Series 2005-CC Certificate" shall have the meaning specified
in
Section 1.01.
"Series 2005-CC Certificateholders" shall mean the Holders of
the
Series 2005-CC Certificate.
"Series 2005-CC Monthly Principal Payment" shall mean, with
respect
to any Monthly Period, an amount equal to
the aggregate Monthly Principal
Payments (as defined in the Indenture) for
each series of Notes for such Monthly
Period.
"Servicer Interchange" means, with respect to any Monthly
Period,
the lesser of (a) the Floating Allocation
Percentage of Interchange deposited in
the Collection Account during such Monthly
Period and (b) the Servicer
Interchange Percentage of the Servicing
Base Amount.
"Servicer Interchange Percentage" shall mean 1.00% per annum.
"Servicing Base Amount" shall have the meaning specified in
Section
3.01.
"Servicing Fee Rate" shall mean 2.00%.
"Subordinated Note Percentage" shall mean, with respect to any
date
of determination during any Monthly Period,
the percentage equivalent of a
fraction, the numerator of which is the
aggregate Principal Allocation Amounts
(as defined in the Indenture) for such date
calculated for those Notes which are
subordinated to any senior Notes and the
denominator of which is the Principal
Allocation Invested Amount for such
date.
"Weighted Average Floating Allocation Invested Amount" shall
mean,
with respect to any Monthly Period, the sum
of the Floating Allocation Invested
Amount as of the close of business on each
day during such Monthly Period
divided by the actual number of days in
such Monthly Period.
6
<PAGE>
(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 2005-CC, each of Moody's,
Standard & Poor's and Fitch. As used in
this Supplement and in the Agreement
with respect to Series 2005-CC, "highest
investment category" shall mean (i) in
the case of Standard & Poor's, AAA,
A-1+, AAAm or AAAmG, as applicable, (ii) in
the case of Moody's, Aaa or P-1, as
applicable and (iii) in the case of Fitch,
F-1+ or AAA, as applicable.
(c) Each capitalized term defined herein shall relate to the
Series
2005-CC Certificates and no other Series of
Certificates issued by the Trust.
All capitalized terms used herein and not
otherwise defined herein have the
meanings ascribed to them in the Agreement.
In the event that any term or
provision contained herein shall conflict
with or be inconsistent with any term
or provision contained in the Agreement,
the terms and provisions of this
Supplement shall govern.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement
shall refer to this Supplement as a
whole and not to any particular provision
of this Supplement; references to any
Article, Section or Exhibit are references
to Articles, Sections and Exhibits in
or to this Supplement unless otherwise
specified; and the term "including" means
"including without limitation."
ARTICLE III
SERVICER AND TRUSTEE
SECTION 3.01. Servicing Compensation. The share of the Servicing
Fee
allocable to Series 2005-CC with respect to
any Distribution Date shall be paid
from Servicer Interchange and the Monthly
Servicing Fee. The "Monthly Servicing
Fee," with respect to any Distribution
Date, shall be equal to one-twelfth of
the excess of (x) the product of (a) the
Servicing Fee Rate and (b) (i) the
Weighted Average Floating Allocation
Invested Amount for the Monthly Period
preceding such Distribution Date, minus
(ii) the product of the amount, if any,
on deposit in the Special Funding Account
as of the last day of the Monthly
Period preceding such Distribution Date and
the Weighted Average Floating
Allocation Invested Amount for such Monthly
Period (the amount calculated
pursuant to this clause (b) is referred to
as the "Servicing Base Amount") over
(y) the product of the Servicer Interchange
Percentage and the Servicing Base
Amount. On each Distribution Date, prior to
making any other withdrawals from
the Collection Account, the Servicer shall
apply, or shall instruct the Trustee
to apply, amounts on deposit in the
Collection Account with respect to the
related Monthly Period, up to the amount of
Servicer Interchange for such
Monthly Period, to the Servicer in partial
payment of the Series 2005-CC share
of the Servicing Fee. The remainder of the
Servicing Fee shall be paid by the
Holder of the Seller Certificate or the
Certificateholders of other Series (as
provided in the related Supplements) and in
no event shall the Trust, the
Trustee or the Series 2005-CC
Certificateholders be liable for the share of the
Servicing Fee to be paid by the Holder of
the Seller Certificate or the
Certificateholders of any other Series. The
Monthly Servicing Fee shall be
payable to the Servicer solely to the
extent amounts are available for
distribution in respect thereof pursuant to
the Indenture.
7
<PAGE>
ARTICLE IV
RIGHTS OF SERIES 2005-CC INVESTOR CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.01. Collections and Allocations. The Servicer will
apply,
or will instruct the Trustee to apply, all
Collections and other funds on
deposit in the Collection Account that are
allocable to Series 2005-CC as
follows:
(a) Allocations During the Revolving Period. During the
Revolving
Period, the Servicer shall, prior to the
close of business on each day any
Collections are deposited in the Collection
Account, allocate to Series 2005-CC,
the Certificateholders of other Series or
the Holder of the Seller Interest the
following amounts as set forth below:
(i) Allocate to Series 2005-CC and retain in the Collection
Account
an amount
equal to the product of (A) the Floating Allocation Percentage
on such
date and (B) the aggregate amount of Collections processed in
respect of
Finance Charge Receivables on such date.
(ii)
Allocate to the Series 2005-CC an amount equal to the product
of (1) the
Principal Allocation Percentage on such date and (2) the
aggregate
amount of Collections processed in respect of Principal
Receivables on such date, and, of such amount:
(A) retain in the Collection Account on each such date an
amount
equal to the Monthly Principal Target;
(B) retain in the Collection Account the following amounts:
(1) on each such date, an amount equal to the lesser of (x)
the Subordinated Note Percentage of the Collections processed
in
respect of Principal Receivables allocated to the Series
2005-CC
pursuant to this Section 4.01(a)(ii), and (y) the remaining
amount
of Collections of Principal Receivables allocated to Series
2005-CC
on such date after application pursuant to Section
4.01(a)(ii)(A);
and
(2) on the related Distribution Date, deposit in the
Collection Account an amount equal to the lesser of (x) the
Collections processed in respect of Principal Receivables
allocated
to Series 2005-CC pursuant to this Section 4.01(a)(ii) and not
previously retained in the Collection Account and (y) the excess,
if
any, of the Aggregate Reallocated Principal Amount for the
related
Monthly Period over the aggregate amount on deposit in the
Principal
Account pursuant to Section 4.01(a)(ii)(B)(1) on the close of
business on the last day of the related Monthly Period;
(C) if any other Principal Sharing Series is outstanding and in
its
Amortization Period or Accumulation Period, retain in the
Collection
Account for application, to the extent necessary, as Shared
Principal Collections on the related Distribution Date an
amount
equal to the
8
<PAGE>
remaining amount of such Collections of Principal Receivables
allocated to Series 2005-CC on such date after application
pursuant
to Section 4.01(a)(ii)(B); and
(D) pay to the Holder of the Seller Interest an amount equal to
the
remaining amount of such Collections of Principal Receivables
allocated to Series 2005-CC on such date after application
pursuant
to Section 4.01(a)(ii)(C); provided, however, that the amount to
be
paid to the Holder of the Seller Interest pursuant to this
Section
4.01(a)(ii)(D) with respect to any date shall be paid to the
Holder
of the Seller Interest only if the Seller Amount on such date
is
greater than the Required Seller Amount (after giving effect to
the
inclusion in the Trust of all Principal Receivables created on
such
date), and, to the extent not so paid, shall be deposited into
the
Special Funding Account.
(b) Allocations During the Early Amortization Period. During
the
Early Amortization Period, the Servicer
shall, prior to the close of business on
each day any Collections are deposited in
the Collectio
