<PAGE>   1
                                                                     EXHIBIT 4.1



================================================================================


                        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


                        --------------------------------

                                      among

                               NATIONAL CITY BANK,
                             as Seller and Servicer

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

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                               TABLE OF CONTENTS
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                                                    ARTICLE I
                                                   DEFINITIONS
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Section 1.01.         Definitions................................................................................1

Section 1.02.         Other Definitional Provisions.............................................................19


                                                    ARTICLE II
                                            CONVEYANCE OF RECEIVABLES

Section 2.01.         Conveyance of Receivables.................................................................19

Section 2.02.         Acceptance by Trustee.....................................................................21

Section 2.03.         Representations and Warranties of the Seller Relating to the Seller.......................21

Section 2.04.         Representations and Warranties of the Seller Relating to this
                      Agreement and any Supplement and the Receivables..........................................23

Section 2.05.         Reassignment of Ineligible Receivables....................................................25

Section 2.06.         Reassignment of Receivables in Trust Portfolio............................................26

Section 2.07.         Covenants of the Seller...................................................................27

Section 2.08.         Addition of Accounts......................................................................29

Section 2.09.         Removal of Accounts.......................................................................32

Section 2.10.         Account Allocations.......................................................................34

Section 2.11.         Discount Option...........................................................................34

Section 2.12.         Additional Sellers........................................................................35


                                                   ARTICLE III
                                           ADMINISTRATION AND SERVICING
                                                  OF RECEIVABLES

Section 3.01.         Acceptance of Appointment and Other Matters Relating

                      to the Servicer...........................................................................35

Section 3.02.         Servicing Compensation....................................................................36

Section 3.03.         Representations, Warranties and Covenants of the Servicer.................................37

Section 3.04.         Reports and Records for the Trustee.......................................................40

Section 3.05.         Annual Certificate of Servicer............................................................40
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Section 3.06.         Annual Servicing Report of Independent Public Accountants;
                      Copies of Reports Available...............................................................40

Section 3.07.         Tax Treatment.............................................................................41

Section 3.08.         Notices to the Seller.....................................................................41

Section 3.09.         Adjustments...............................................................................41

Section 3.10.         Reports to the Commission.................................................................42


                                                    ARTICLE IV
                                           RIGHTS OF CERTIFICATEHOLDERS
                                                AND ALLOCATION AND
                                            APPLICATION OF COLLECTIONS

Section 4.01.         Rights of Certificateholders..............................................................42

Section 4.02.         Establishment of Collection Account and Special
                      Funding Account...........................................................................43

Section 4.03.         Collections and Allocations...............................................................46

Section 4.04.         Shared Principal Collections..............................................................47

Section 4.05.         Excess Finance Charge Collections.........................................................47

Section 4.06.         Allocations During Funding Period.........................................................47

Section 4.07.         Allocation of Recoveries and Interchange..................................................48


                                                    ARTICLE V
                                            DISTRIBUTIONS AND REPORTS
                                              TO CERTIFICATEHOLDERS


                                                    ARTICLE VI
                                                 THE CERTIFICATES

Section 6.01.         The Certificates..........................................................................48

Section 6.02.         Authentication of Certificates............................................................49

Section 6.03.         New Issuances.............................................................................49

Section 6.04.         Registration of Transfer and Exchange of Certificates.....................................51

Section 6.05.         Mutilated, Destroyed, Lost or Stolen Certificates.........................................54

Section 6.06.         Persons Deemed Owners.....................................................................54
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Section 6.07.         Appointment of Paying Agent...............................................................54

Section 6.08.         Access to List of Registered Certificateholders' Names
                      and Addresses.............................................................................55

Section 6.09.         Authenticating Agent......................................................................56

Section 6.10.         Book-Entry Certificates...................................................................56

Section 6.11.         Notices to Clearing Agency................................................................57

Section 6.12.         Definitive Certificates...................................................................57

Section 6.13.         Global Certificate........................................................................58

Section 6.14.         Meetings of Certificateholders............................................................58

Section 6.15.         Uncertificated Classes....................................................................58


                                                   ARTICLE VII
                                              OTHER MATTERS RELATING
                                                  TO THE SELLER

Section 7.01.         Liability of the Seller...................................................................59

Section 7.02.         Merger or Consolidation of, or Assumption of the Obligations
                      of, the Seller............................................................................59

Section 7.03.         Limitations on Liability of the Seller....................................................60

Section 7.04.         Liabilities...............................................................................60

Section 7.05.         Assumption of the Seller's Obligations....................................................60


                                                   ARTICLE VIII
                                              OTHER MATTERS RELATING
                                                 TO THE SERVICER

Section 8.01.         Liability of the Servicer.................................................................62

Section 8.02.         Merger or Consolidation of, or Assumption of the Obligations
                      of, the Servicer..........................................................................62

Section 8.03.         Limitation on Liability of the Servicer and Others........................................62

Section 8.04.         Servicer Indemnification of the Trust and the Trustee.....................................63

Section 8.05.         The Servicer Not To Resign................................................................63

Section 8.06.         Access to Certain Documentation and Information Regarding
                      the Receivables...........................................................................64
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Section 8.07.         Delegation of Duties......................................................................64

Section 8.08.         Examination of Records....................................................................64


                                                    ARTICLE IX
                                                  PAY OUT EVENTS

Section 9.01.         Pay Out Events............................................................................65


                                                    ARTICLE X
                                                SERVICER DEFAULTS

Section 10.01.        Servicer Defaults.........................................................................66

Section 10.02.        Trustee to Act; Appointment of Successor..................................................69

Section 10.03.        Notification to Certificateholders........................................................70


                                                    ARTICLE XI
                                                   THE TRUSTEE

Section 11.01.        Duties of Trustee.........................................................................70

Section 11.02.        Certain Matters Affecting the Trustee.....................................................72

Section 11.03.        Trustee Not Liable for Recitals in Certificates...........................................74

Section 11.04.        Trustee May Own Certificates..............................................................74

Section 11.05.        The Servicer To Pay Trustee's Fees and Expenses...........................................74

Section 11.06.        Eligibility Requirements for Trustee......................................................74

Section 11.07.        Resignation or Removal of Trustee.........................................................75

Section 11.08.        Successor Trustee.........................................................................75

Section 11.09.        Merger or Consolidation of Trustee........................................................76

Section 11.10.        Appointment of Co-Trustee or Separate Trustee.............................................76

Section 11.11.        Tax Returns...............................................................................77

Section 11.12.        Trustee May Enforce Claims Without Possession of Certificates.............................77

Section 11.13.        Suits for Enforcement.....................................................................78

Section 11.14.        Rights of Certificateholders to Direct Trustee............................................79

Section 11.15.        Representations and Warranties of Trustee.................................................79

Section 11.16.        Maintenance of Office or Agency...........................................................79
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Section 11.17.        Confidentiality...........................................................................79


                                                   ARTICLE XII
                                                   TERMINATION

Section 12.01.        Termination of Trust......................................................................80

Section 12.02.        Final Distribution........................................................................80

Section 12.03.        Seller's Termination Rights...............................................................81

Section 12.04.        Defeasance................................................................................81


                                                   ARTICLE XIII
                                             MISCELLANEOUS PROVISIONS

Section 13.01.        Amendment; Waiver of Past Defaults........................................................83

Section 13.02.        Protection of Right, Title and Interest to Trust..........................................84

Section 13.03.        Limitation on Rights of Certificateholders................................................85

Section 13.04.        Governing Law.............................................................................86

Section 13.05.        Notices, Payments.........................................................................86

Section 13.06.        Rule 144A Information.....................................................................88

Section 13.07.        Severability of Provisions................................................................88

Section 13.08.        Assignment................................................................................88

Section 13.09.        Certificates Nonassessable and Fully Paid.................................................88

Section 13.10.        Further Assurances........................................................................88

Section 13.11.        Nonpetition Covenant......................................................................88

Section 13.12.        No Waiver; Cumulative Remedies............................................................89

Section 13.13.        Counterparts..............................................................................89

Section 13.14.        Third-Party Beneficiaries.................................................................89

Section 13.15.        Merger and Integration....................................................................89

Section 13.16.        Headings..................................................................................89
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                  This POOLING AND SERVICING AGREEMENT, dated and effective as
of June 1, 1995, as amended and restated as of July 1, 2000, is executed by and
between NATIONAL CITY BANK, a national banking association, as Seller and
Servicer and THE BANK OF NEW YORK, a New York banking corporation, as Trustee.

                  WHEREAS, First of America Bank - Michigan, N.A. and First of
America Bank - Illinois, N.A., each as sellers, and First of America Bank -
Michigan N.A., as servicer, and the Trustee entered into that certain Pooling
and Servicing Agreement dated as of June 1, 1995 (the "ORIGINAL POOLING AND
SERVICING AGREEMENT");

                  WHEREAS, under an Assumption Agreement and Amendment to the
Pooling and Servicing Agreement dated as of September 1, 1998 among First of
America Bank, N.A., (formerly known as First of America Bank-Michigan, N.A.) as
seller and servicer, First of America Bank - Illinois, N.A., as seller, National
City, as assuming entity and the Trustee, the rights and obligations of First of
America Bank N.A., as seller and servicer and First of America Bank - Illinois,
N.A. as seller, were assigned to and assumed by National City, as Seller and
Servicer;

                  WHEREAS, National City, as Seller and Servicer, and the
Trustee desire to amend and restate the Original Pooling and Servicing
Agreement; and

                  NOW, THEREFORE, in consideration of the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties, the Certificateholders and any Series Enhancer to the extent provided
herein and in any Supplement:

                                   ARTICLE I

                                   DEFINITIONS

Section 1.01. DEFINITIONS. Whenever used in the Agreement, 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 to
the masculine as well as to the feminine and neuter genders of such terms.

                  "ACCOUNT" shall mean each Initial Account and each Additional
Account, but shall exclude any Account all the Receivables in which are either
reassigned or assigned to the Seller or its designee or the Servicer in
accordance with the terms of the Agreement. The definition of Account shall
include each account into which an Account is transferred (a "TRANSFERRED
ACCOUNT"); provided that (a) such transfer is made in accordance with the Credit
Card Guidelines and (b) such Transferred Account can be traced or identified, by
reference to or by way of the computer files, microfiche lists or printed lists
delivered to the Trustee pursuant to Section 2.01 or 2.08(f), as an account into
which an Account has been transferred. The term "ACCOUNT" shall be deemed to
refer to an Additional Account only from and after the Addition Date with
respect thereto, and the term "ACCOUNT" shall be deemed to refer to any Removed
Account only prior to the Removal Date with respect thereto.

                  "ACCUMULATION PERIOD" shall mean, with respect to any Series,
the period, if any, specified as such in the related Supplement.


<PAGE>   8

                  "ACT" shall mean the Securities Act of 1933, as amended.

                  "ADDITION" shall mean the designation of additional Eligible
Accounts to be included as Accounts pursuant to Section 2.08(a) or (b) or of
Participation Interests to be included as Trust Assets pursuant to Section
2.08(a) or (b).

                  "ADDITION CUT-OFF DATE" shall mean the date as of which any
Additional Accounts or Participation Interests are designated for inclusion in
the Trust, as specified in the related Assignment.

                  "ADDITION DATE" shall mean (a) with respect to Additional
Accounts, the date on which the Receivables in such Additional Accounts are
conveyed to the Trust pursuant to Section 2.08(a) or (b), and (b) with respect
to Participation Interests, the date from and after which such Participation
Interests are to be included as Trust Assets pursuant to Section 2.08(a) or (b).

                  "ADDITIONAL ACCOUNT" shall mean each revolving credit card
account established pursuant to a Credit Card Agreement, which account is
designated pursuant to Section 2.08(a) or (b) to be included as an Account and
is identified in a computer file, microfiche list or printed list delivered to
the Trustee by the Seller pursuant to Section 2.01 and 2.08(f).

                  "AFFILIATE" shall mean, with respect to any specified Person,
any other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "CONTROL" shall mean the
power to direct the management and policies of a Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meaning correlative to the
foregoing.

                  "AGGREGATE ADDITIONAL LIMIT" shall mean, with respect to any
Series, the number of accounts that may be designated as Additional Accounts
pursuant to Sections 2.08(a) and 2.08(d)(ii) without the prior Rating Agency
notice described under Section 2.08(c)(iv), which accounts would either (a) with
respect to any of the three consecutive Monthly Periods commencing in January,
April, July and October of each calendar year commencing in April 1995, equal
15% of the number of Accounts as of the first day of the calendar year during
which such Monthly Periods commence (or the Trust Cut-Off Date, in the case of
1995) or (b), with respect to any twelve-month period, equal 20% of the number
of Accounts as of the first day of such twelve-month period.

                  "AGREEMENT" shall mean this Pooling and Servicing Agreement
and all amendments hereof and supplements hereto, including, with respect to any
Series or Class, the related Supplement.

                  "AMORTIZATION PERIOD" shall mean, with respect to any Series
or any Class within a Series, a period following the Revolving Period, which
shall be the controlled amortization period, the principal amortization period,
the early amortization period, the optional amortization period, the limited
amortization period or other amortization period, in each case as defined with
respect to such Series in the related Supplement.

                  "APPLICANTS" shall have the meaning specified in Section 6.08.



                                       2
<PAGE>   9

                  "APPOINTMENT DATE" shall have the meaning specified in Section
9.02(a).

                  "ASSIGNMENT" shall have the meaning specified in Section
2.08(f).

                  "ASSIGNED ASSETS" shall have the meaning specified in Section
7.05.

                  "ASSUMED OBLIGATIONS" shall have the meaning specified in
Section 7.05.

                  "ASSUMING ENTITY" shall have the meaning specified in Section
7.05.

                  "ASSUMPTION AGREEMENT" shall have the meaning specified in
Section 7.05(a).

                  "AUTHORIZED NEWSPAPER" shall mean any newspaper or newspapers
of general circulation in the Borough of Manhattan, The City of New York printed
in the English language (and, with respect to any Series or Class, if and so
long as the Investor Certificates of such Series or Class are listed on the
Luxembourg Stock Exchange and such exchange shall so require, in Luxembourg,
printed in any language satisfying the requirements of such exchange) and
customarily published on each business day at such place, whether or not
published on Saturdays, Sundays or holidays.

                  "AUTOMATIC ACCOUNT ADDITIONS" shall have the meaning specified
in Section 2.08(d).

                  "BANK" shall mean National City Bank, a national banking
association.

                  "BEARER CERTIFICATE" shall have the meaning specified in
Section 6.01.

                  "BENEFIT PLAN" shall have the meaning specified in Section
6.04(c).

                  "BOOK-ENTRY CERTIFICATES" shall mean beneficial interests in
the Investor Certificates, ownership and transfers of which shall be made
through book entries by a Clearing Agency as described in Section 6.10.

                  "BUSINESS DAY" shall mean any day other than (a) a Saturday or
Sunday, (b) any other day on which national banking associations or state
banking institutions in New York, New York are authorized or obligated by law,
executive order or governmental decree to be closed or (c) for purposes of any
particular Series, any other day specified in the related Supplement.

                  "CERTIFICATE" shall mean any one of the Investor Certificates,
any Seller Certificate or any Supplemental Certificate.

                  "CERTIFICATEHOLDER" shall mean an Investor Certificateholder,
a Person in whose name the Seller Certificate or any Supplemental Certificate is
registered in the Certificate Register or a Person in whose name ownership of
the uncertificated interest in the Seller Interest is recorded in the books and
records of the Trustee.

                  "CERTIFICATEHOLDERS' INTEREST" shall have the meaning
specified in Section 4.01.

                  "CERTIFICATE OWNER" shall mean, with respect to a Book-Entry
Certificate, the Person who is the owner of such Book-Entry Certificate, as
reflected on the books of the



                                       3
<PAGE>   10

Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly or as an indirect participant, in accordance with the
rules of such Clearing Agency).

                  "CERTIFICATE RATE" shall mean, with respect to any Series or
Class, the certificate rate specified therefor in the related Supplement.

                  "CERTIFICATE REGISTER" shall mean the register maintained
pursuant to Section 6.04, providing for the registration of the Registered
Certificates, the Seller Certificate, any Supplemental Certificate and transfers
and exchanges thereof.

                  "CLASS" shall mean, with respect to any Series, any one of the
classes of Investor Certificates of that Series.

                  "CLEARING AGENCY" shall mean an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended.

                  "CLEARING AGENCY PARTICIPANT" shall mean a broker, dealer,
bank, other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "CLOSING DATE" shall mean, with respect to any Series, the
closing date specified in the related Supplement.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  "COLLECTION ACCOUNT" shall have the meaning specified in
Section 4.02.

                  "COLLECTIONS" shall mean all payments received by the Servicer
in respect of the Receivables, in the form of cash, checks (to the extent
collected), wire transfers, ATM transfers or other form of payment in accordance
with the Credit Card Agreement in effect from time to time on any Receivables.
Collections with respect to any Monthly Period shall include the respective
amounts of Recoveries and Interchange, if any, allocable to the Trust pursuant
to Section 4.07 with respect to such Monthly Period (to the extent received by
the Trust and deposited to the Collection Account or any Series Account or
otherwise applied as specified in such Supplement), to be applied as if such
Collections were Collections of Finance Charge Receivables for all purposes.

                  "COMMISSION" shall mean the Securities and Exchange
Commission.

                  "CORPORATE TRUST OFFICE" shall have the meaning specified in
Section 11.16.

                  "COUPON" shall have the meaning specified in Section 6.01.

                  "CREDIT CARD AGREEMENT" shall mean, with respect to an
Account, the agreements between the Seller or a Predecessor Seller and the
related Obligor, governing the terms and conditions of such Account, as such
agreements may be amended, modified or otherwise changed from time to time and
as distributed (including any amendments and revisions thereto) to such
Obligors.



                                       4
<PAGE>   11

                  "CREDIT CARD GUIDELINES" shall mean the Seller's or a
Predecessor Seller's, as applicable, written policies and procedures relating to
the operation of its consumer revolving lending business, including without
limitation, the written policies and procedures for determining the
creditworthiness of credit card customers, the extension of credit to credit
card customers and relating to the maintenance of credit card accounts and
collection of receivables with respect thereto, as such policies and procedures
may be amended, modified, or otherwise changed from time to time (provided that
any such change is in conformance with all applicable Requirements of Law), the
failure to comply with which would have a material adverse effect on interests
hereunder of Investor Certificateholders.

                  "DATE OF PROCESSING" shall mean, with respect to any
transaction, the Business Day such transaction is first recorded under the
Servicer's customary and usual servicing practices on the Servicer's computer
file of consumer revolving accounts.

                  "DEFAULTED AMOUNT" shall mean, with respect to any Monthly
Period, an amount (which amount shall not be less than zero) equal to (a) the
amount of Principal Receivables that became Defaulted Receivables in such
Monthly Period, minus (b) the amount of any Defaulted Receivables of which the
Seller or the Servicer became obligated to accept reassignment or assignment in
accordance with the terms of the Agreement during such Monthly Period; provided,
however, that, if an Insolvency Event occurs with respect to the Seller, the
amount of such Defaulted Receivables that are subject to reassignment to the
Seller in accordance with the terms of the Agreement shall not be added to the
sum so subtracted and, if any of the events described in Section 10.01(d) occur
with respect to the Servicer, the amount of such Defaulted Receivables that are
subject to reassignment or assignment to the Servicer in accordance with the
terms of the Agreement shall not be added to the sum so subtracted.

                  "DEFAULTED RECEIVABLE" shall mean, with respect to any Monthly
Period, all Principal Receivables in any Account that are charged off as
uncollectible in such Monthly Period in accordance with the Credit Card
Guidelines and the Servicer's customary and usual servicing procedures for
servicing revolving credit card receivables comparable to the Receivables. A
Principal Receivable in any Account shall become a Defaulted Receivable on the
day on which such Principal Receivable is recorded as charged off on the
Servicer's computer master file of consumer credit card accounts in accordance
with the Credit Card Guidelines.

                  "DEFEASANCE" shall have the meaning specified in Section
12.04.

                  "DEFEASED SERIES" shall have the meaning specified in Section
12.04.

                  "DEFINITIVE CERTIFICATES" shall have the meaning specified in
Section 6.10.

                  "DEFINITIVE EURO-CERTIFICATES" shall have the meaning
specified in Section 6.13.

                  "DEPOSIT DATE" shall mean each day on which the Servicer
deposits Collections in the Collection Account.

                  "DEPOSITARIES" shall mean the Persons specified in the
applicable Supplement, in their capacity as depositaries for the respective
accounts of any Clearing Agency or, with respect to Global Certificates, any
foreign clearing agencies set forth in the related Supplement.



                                       5
<PAGE>   12

                  "DEPOSITORY AGREEMENT" shall mean, with respect to any Series
or Class, the agreement among the Seller, the Trustee and the applicable
Clearing Agency.

                  "DETERMINATION DATE" shall mean the third Business Day prior
to each Distribution Date.

                  "DISCOUNT OPTION RECEIVABLES" shall have the meaning specified
in Section 2.11.

                  "DISCOUNT OPTION RECEIVABLES COLLECTIONS" shall mean, on any
Date of Processing on and after the date on which the Seller's exercise of its
discount option pursuant to Section 2.11 takes effect, the product of (a) a
fraction the numerator of which is the amount of the Discount Option Receivables
and the denominator of which is the amount of all of the Principal Receivables
(including Discount Option Receivables) at the end of the prior Monthly Period
and (b) Collections of Principal Receivables that arise in the Accounts on such
day on or after the date such option is exercised that would otherwise be
Principal Receivables.

                  "DISCOUNT PERCENTAGE" shall have the meaning specified in
Section 2.11.

                  "DISTRIBUTION DATE" shall mean, unless otherwise specified in
the Supplement for the related Series, the 15th day of each calendar month
during the term hereof, or, if such 15th day is not a Business Day, the next
succeeding Business Day.

                  "DOCUMENT DELIVERY DATE" shall mean the first Closing Date in
the case of Initial Accounts, the Addition Date in the case of Additional
Accounts and the Removal Date in the case of Removed Accounts.

                  "ELIGIBLE ACCOUNT" shall mean a revolving credit card account
owned by the Seller or a Predecessor Seller that (as of the Trust Cut-Off Date
with respect to an Initial Account or as of the related Addition Cut-Off Date
with respect to an Additional Account) meets the requirement of either clauses
(a) or (b) below: (a) (i) is in existence and serviced by the Servicer or an
Affiliate thereof; (ii) is payable in United States dollars; (iii) except as
provided below, has not been identified as an account the credit cards with
respect to which have been reported to the Seller (or such Predecessor Seller)
as having been lost or stolen; (iv) has not been, and does not have any
Receivables that have been, sold, pledged, assigned or otherwise conveyed to any
person (except pursuant to this Agreement), unless any such pledge or assignment
is released on or before the initial Closing Date or the Addition Date, as
applicable; (v) except as provided below, does not have any Receivables that are
Defaulted Receivables; (vi) except as provided below, does not have any
Receivables which have been identified by the Seller (or such Predecessor
Seller) or the relevant Obligor as having been incurred as a result of
fraudulent use of any related credit card and (vii) the Obligor of which has
provided, as his or her most recent billing address, an address located in the
United States (or its territories or possessions or a military address) or (b)
with respect to Additional Accounts, any such revolving credit card account
owned by the Seller (or a Predecessor Seller) that shall comply with
requirements which differ from those set forth in clause (a) above, provided
that the Seller shall have provided to the Trustee written evidence that in
establishing such differences, the Seller shall have satisfied the Rating Agency
Condition. Eligible Accounts may include accounts, the receivables of which are
Defaulted Receivables, or with respect to which the Seller (or a Predecessor
Seller) believes the related Obligor is bankrupt, or as to which certain
receivables have been identified by the



                                       6
<PAGE>   13

Obligor as having been incurred as a result of fraudulent use of any credit
card, or as to which any credit card has been reported to the Seller (or such
Predecessor Seller) as lost or stolen; provided that (A) the balance of all
receivables included in such accounts is reflected on the books and records of
the Seller (or such Predecessor Seller) (and is treated for purposes of this
Agreement) as "zero," and (B) charging privileges with respect to all such
accounts have been canceled in accordance with the Credit Card Guidelines of the
Seller (or such Predecessor Seller).

                  "ELIGIBLE DEPOSIT ACCOUNT" shall mean either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee for
funds deposited in such account, so long as any of the securities of such
depository institution shall have a credit rating from each Rating Agency in one
of its generic credit rating categories that signifies investment grade.

                  "ELIGIBLE INSTITUTION" shall mean (a) a depository institution
(which may be the Trustee) organized under the laws of the United States or any
one of the states thereof that at all times (i) has either (A) a long-term
unsecured debt rating of A2 or better by Moody's or (B) a certificate of deposit
rating of P-1 by Moody's, (ii) has either (A) a long-term unsecured debt rating
of AAA by Standard & Poor's or (B) a certificate of deposit rating of A-1+ by
Standard & Poor's and (iii) is a member of the FDIC or (b) any other institution
that is acceptable to Moody's and Standard & Poor's.

                  "ELIGIBLE INVESTMENTS" shall mean unless otherwise provided in
the Supplement with respect to any Series:

                  (a) instruments, investment property or other property
consisting of (i) obligations of or fully guaranteed by the United States of
America; (ii) time deposits or certificates of deposit of any depositary
institution or trust company incorporated under the laws of the United States of
America or any state thereof (or domestic branches of foreign depository
institutions or trust companies) and subject to supervision and examination by
federal or state banking or depositary institution authorities; provided,
however, that at the time of the Trust's investment or contractual commitment to
invest therein, the certificates of deposit or short-term deposits of such
depositary institution or trust company shall have a credit rating from Moody's
and Standard & Poor's of P-1 and A-1+, respectively; (iii) commercial paper
having, at the time of the Trust's investment or contractual commitment to
invest therein, a rating from Moody's and Standard & Poor's of P-1 and A-1+,
respectively; (iv) bankers' acceptances issued by any depository institution or
trust company described in clause (a)(ii) above; and (v) investments in money
market funds rated AAA-m or AAA-mg by Standard & Poor's and Aaa by Moody's or
otherwise approved in writing by each Rating Agency;

                  (b) demand deposits in the name of the Trust or the Trustee in
any depositary institution or trust company referred to in clause (a)(ii) above;

                  (c) securities that are registered in the name of the Trustee
by the issuer thereof and identified by the Trustee as held for the benefit of
the Certificateholders, and consisting of shares of an open end diversified
investment company which is registered under the



                                       7
<PAGE>   14

Investment Company Act and which (i) invests its assets exclusively in
obligations of or guaranteed by the United States of America or any
instrumentality or agency thereof having in each instance a final maturity date
of less than one year from their date of purchase or other Eligible Investments,
(ii) seeks to maintain a constant net asset value per share, (iii) has aggregate
net assets of not less than $100,000,000 on the date of purchase of such shares
and (iv) which each Rating Agency designates in writing will not result in a
withdrawal or downgrading of its then current rating of any Series rated by it;
and

                  (d) any other investment if each Rating Agency confirms in
writing that such investment will not adversely affect its then current rating
of the Investor Certificates.

                  "ELIGIBLE RECEIVABLE" shall mean each Receivable:

                  (a) that has arisen under an Eligible Account;

                  (b) that was created in compliance with the Credit Card
Guidelines and all Requirements of Law applicable to the Seller, or a
Predecessor Seller (as applicable) that transferred such Receivable to the
Trust, the failure to comply with which would have a material adverse effect on
Investor Certificateholders, and pursuant to a Credit Card Agreement which
complies with all Requirements of Law applicable to the Seller or a Predecessor
Seller, the failure to comply with which would have a material adverse effect on
Investor Certificateholders;

                  (c) with respect to which all consents, licenses, approvals or
authorizations of, or registrations with, any Governmental Authority that are
required to be obtained or made by the Seller in connection with (i) the
creation of such Receivable or (ii) the execution, delivery and performance by
the Seller of its obligations, if any, under the related Credit Card Agreement
have been duly obtained or made and are in full force and effect as of such date
of creation of such Receivable, which, if not obtained or made, would have a
material adverse effect on Investor Certificateholders;

                  (d) as to which, at the time of its transfer to the Trust, the
Seller or such Predecessor Seller or the Trust will have good and marketable
title free and clear of all Liens (other than any Lien for municipal or other
local taxes if such taxes are not then due and payable or if the Seller or such
Predecessor Seller is then contesting the validity thereof in good faith by
appropriate proceedings and has set aside on its books adequate reserves with
respect thereto);

                  (e) that has been the subject of either a valid transfer and
assignment from the Seller or such Predecessor Seller to the Trust of all the
Seller's or such Predecessor Seller's right, title and interest therein or the
grant of a first priority perfected security interest therein (and in the
proceeds thereof), effective until the termination of the Trust;

                  (f) that, at and after the time of transfer to the Trust, is
the legal, valid and binding payment obligation of the Obligor thereon, legally
enforceable against such Obligor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws, now or hereafter in effect,
affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity);



                                       8
<PAGE>   15


                  (g) that constitutes either an "account" or a "general
intangible" under and as defined in Article 9 of the UCC;

                  (h) that, at the time of its transfer to the Trust, has not
been waived or modified except as permitted in accordance with Section 3.03(h);

                  (i) that, at the time of its transfer to the Trust, is not
subject to any right of rescission, setoff, counterclaim or any other defense of
the Obligor (including the defense of usury), other than defenses arising out of
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights in general and except as
such enforceability may be limited by general principles of equity (whether
considered in a suit at law or equity) or as to which the Servicer is required
by Section 3.09 to make an adjustment;

                  (j) as to which, at the time of its transfer to the Trust, the
Seller or such Predecessor Seller has satisfied all obligations to be fulfilled
at the time it is transferred to the Trust; and

                  (k) as to which, at the time of its transfer to the Trust, the
Seller or such Predecessor Seller has not taken any action that, or failed to
take any action the omission of which, would, at the time of its transfer to the
Trust, impair the rights of the Trust or the Certificateholders therein.

                  "ELIGIBLE SERVICER" shall mean the Trustee, a wholly-owned
subsidiary of the Trustee or an entity that, at the time of its appointment as
Servicer, (a) is servicing a portfolio of consumer revolving credit card
accounts or other consumer revolving credit accounts, (b) is legally qualified
and has the capacity to service the Accounts, (c) is qualified (or licensed) to
use the software that is then being used to service the Accounts or obtains the
right to use, or has its own, software that is adequate to perform its duties
under the Agreement, (d) has, in the reasonable judgment of the Trustee,
demonstrated the ability to professionally and competently service a portfolio
of similar accounts and (e) has a net worth of at least $50,000,000 as of the
end of its most recent fiscal quarter.

                  "ENHANCEMENT AGREEMENT" shall mean any agreement, instrument
or document governing the terms of any Series Enhancement or pursuant to which
any Series Enhancement is issued or outstanding.

                  "ENHANCEMENT INVESTED AMOUNT," with respect to any Series,
shall have the meaning specified in the related Supplement.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "EXCESS FINANCE CHARGE COLLECTIONS" shall have the meaning
specified in Section 4.05.

                  "EXCHANGE DATE" shall mean, with respect to any Series, any
date that is after the related Series Issuance Date, in the case of Definitive
Euro-Certificates in registered form, or



                                       9
<PAGE>   16

upon presentation of certification of non-United States beneficial ownership (as
described in Section 6.13), in the case of Definitive Euro-Certificates in
bearer form.

                  "EXCLUDED SERIES" shall mean any Series designated as such in
the relevant Supplement.

                  "FDIC" shall mean the Federal Deposit Insurance Corporation or
any successor.

                  "FINANCE CHARGE RECEIVABLES" shall mean, with respect to any
Monthly Period, all amounts billed to the Obligors on any Account at the
beginning of such Monthly Period in respect of (a) Periodic Finance Charges, (b)
cash advance fees, (c) Late Fees, (d) Overlimit Fees, (e) Discount Option
Receivables, (f) annual fees and (g) all other fees and charges (excluding
Principal Receivables). Collections of Finance Charge Receivables shall include
the amount of Interchange, if any, and Recoveries, if any, each allocable to any
Series pursuant to any Supplement with respect to such Monthly Period.

                  "FINANCE CHARGE SHORTFALLS" shall have the meaning specified
in Section 4.05.

                  "FIRREA" shall mean the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended.

                  "FLOATING ALLOCATION PERCENTAGE" shall mean, with respect to
any Series, the floating allocation percentage specified in the related
Supplement.

                  "FOREIGN CLEARING AGENCY" shall mean Clearstream and the
Euroclear Operator.

                  "FUNDING PERIOD" shall have the meaning specified in Section
4.06.

                  "GLOBAL CERTIFICATE" shall have the meaning specified in
Section 6.13(a).

                  "GOVERNMENTAL AUTHORITY" shall mean the United States, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                  "GROUP" shall mean, with respect to any Series, the group of
Series, if any, in which the related Supplement specifies such Series is to be
included.

                  "HOLDER" shall mean a Certificateholder.

                  "INELIGIBLE RECEIVABLES" shall have the meaning specified in
Section 2.05(a).

                  "INITIAL ACCOUNT" shall mean each MasterCard(R) and
VISA(R)(1) revolving credit card account established pursuant to a Credit Card
Agreement between a Predecessor Seller and any Person, and identified by
account number and by the Receivable balance in a computer file, microfiche
list or printed list delivered to the Trustee by such Predecessor Seller on or
prior to the first Closing Date pursuant to Section 2.01.

--------
(1) /MasterCard(R)and VISA(R)are registered trademarks of MasterCard
International Incorporated and of VISA USA, Inc., respectively.




                                       10
<PAGE>   17

                  "INITIAL INVESTED AMOUNT" shall mean, with respect to any
Series, the initial invested amount specified in the related Supplement.

                  "INSOLVENCY EVENT" shall have the meaning specified in Section
9.01(a).

                  "INSOLVENCY PROCEEDS" shall have the meaning specified in
Section 9.02(b).

                  "INSURANCE PROCEEDS" shall mean any amounts recovered by the
Servicer pursuant to any credit insurance policies covering any Obligor with
respect to Receivables under such Obligor's Account.

                  "INTERCHANGE" shall mean interchange fees payable to the
Seller, in its capacity as credit card issuer, through MasterCard, VISA or any
other similar entity or organization with respect to any type of revolving
credit card accounts included as Accounts (except as provided in the initial
Assignment with respect to any such type of Accounts), in connection with
cardholder charges for goods and services.

                  "INVESTED AMOUNT" shall mean, with respect to any Series and
for any date, an amount equal to the invested amount specified in the related
Supplement.

                  "INVESTMENT COMPANY ACT" shall mean the Investment Company Act
of 1940, as amended.

                  "INVESTOR CERTIFICATEHOLDER" shall mean the Person in whose
name a Registered Certificate is registered in the Certificate Register or the
holder of any Bearer Certificate (or the Global Certificate, as the case may be)
or Coupon.

                  "INVESTOR CERTIFICATES" shall mean any one of the certificates
(including, without limitation, the Bearer Certificates, the Registered
Certificates or any Global Certificate) issued by the Trust, executed by the
Bank or the Predecessor Sellers and authenticated by or on behalf of the
Trustee, substantially in the form attached to the related Supplement (other
than the Seller Certificate or any Supplemental Certificate), and any other
interest in the Trust deemed to be an "Investor Certificate" in any related
Supplement for the purposes specified therein.

                  "LATE FEES" shall mean the fees specified in the Credit Card
Agreement applicable to each Account for late fees with respect to such Account.

                  "LIEN" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, participation or equity interest, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever, including any conditional sale or other title retention agreement,
any financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing, excluding
any lien or filing pursuant to this Agreement; provided, however, that any
assignment or transfer pursuant to Section 6.03(c) or (d) or Section 7.02 shall
not be deemed to constitute a Lien.

                  "LOCKBOX INSTITUTION" shall have the meaning specified in
Section 8.07.



                                       11
<PAGE>   18

                  "MASTERCARD" shall mean MasterCard International Incorporated.

                  "MONTHLY PERIOD" shall mean, unless otherwise defined in any
Supplement, the period from and including the first day of a calendar month to
and including the last day of such calendar month.

                  "MONTHLY SERVICING FEE" shall have the meaning specified in
the related Supplement.

                  "MOODY'S" shall mean Moody's Investors Service, Inc., or its
successor.

                  "NATIONAL CITY" shall mean National City Bank and its
successors and assigns.

                  "NET INTERCHANGE" shall mean, with respect to any Monthly
Period, the Interchange allocable to the Trust pursuant to Section 4.07 and
deposited in the Collection Account during such Monthly Period, less any portion
thereof designated as Servicer Interchange in a Supplement.

                  "NON-CODE ENTITY" shall mean a savings and loan association, a
national banking association, a bank or other entity that is not eligible to be
a debtor under Title 11 of the United States Code.

                  "NOTICES" shall have the meaning specified in Section
13.05(a).

                  "OBLIGOR" shall mean, with respect to any Account, the Person
or Persons obligated to make payments with respect to such Account, including
any guarantor thereof, but excluding any merchant.

                  "OFFICER'S CERTIFICATE" shall mean, unless otherwise specified
in the Agreement, a certificate delivered to the Trustee signed by the Chairman
of the Board, President, any Vice President, the Treasurer or any other
authorized agent of the Seller or the Servicer, as the case may be.

                  "OPINION OF COUNSEL" shall mean a written opinion of counsel,
who may be counsel for, or an employee of, the Person providing the opinion and
which opinion shall be reasonably acceptable to the Trustee.

                  "OVERLIMIT FEES" shall mean the fees specified in the Credit
Card Agreement applicable to each Account for overlimit fees, if such fees are
provided for with respect to such Account.

                  "PARTICIPATION INTERESTS" shall have the meaning specified in
Section 2.08(a)(ii).

                  "PAY OUT EVENT" shall mean, with respect to any Series, each
event specified in Section 9.01 and each additional event, if any, specified in
the relevant Supplement as a Pay Out Event with respect to such Series.

                  "PAYING AGENT" shall mean any paying agent and co-paying agent
appointed pursuant to Section 6.07.



                                       12
<PAGE>   19

                  "PERIODIC FINANCE CHARGES" shall have the meaning specified in
the Credit Card Agreement applicable to each Account for finance charges (due to
periodic rate) or any similar term.

                  "PERSON" shall mean any legal person, including any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, governmental entity or other entity
of similar nature.

                  "PREDECESSOR SELLER" shall mean each of First of America
Bank-Michigan, N.A. and First of America Bank-Illinois, N.A.

                  "PRE-FUNDING ACCOUNT" shall have the meaning specified in
Section 4.06.

                  "PRINCIPAL ALLOCATION PERCENTAGE" shall mean, with respect to
any Series, the principal allocation percentage specified in the related
Supplement.

                  "PRINCIPAL FUNDING ACCOUNT" shall mean, with respect to any
Series, the account, if any, specified as such in the related Supplement.

                  "PRINCIPAL RECEIVABLE" shall mean all amounts charged by
Obligors for merchandise and services and cash advances and access charges, but
shall not include Defaulted Receivables. In calculating the aggregate amount of
Principal Receivables on any day, the amount of Principal Receivables shall be
reduced by the aggregate amount of credit balances in the Accounts on such day.
Any Receivables which the Seller is unable to transfer as provided in Section
2.10 shall not be included in calculating the aggregate amount of Principal
Receivables, except to the extent so provided in Section 2.10.

                  "PRINCIPAL SHARING SERIES" shall mean a Series that, pursuant
to the Supplement therefor, is entitled to receive Shared Principal Collections.

                  "PRINCIPAL SHORTFALLS" shall have the meaning specified in
Section 4.04.

                  "PRINCIPAL TERMS" shall mean, with respect to any Series, (a)
the name or designation; (b) the initial principal amount (or method for
calculating such amount) and Series Invested Amount; (c) the Certificate Rate
(or method for the determination thereof); (d) the payment date or dates and the
date or dates from which interest shall accrue; (e) the method for allocating
Collections to Certificateholders of such Series; (f) the designation of any
Series Accounts and the terms governing the operation of any such Series
Accounts; (g) the method of calculating the servicing fee with respect thereto;
(h) the provider, if any, and the terms of any form of Series Enhancement with
respect thereto; (i) the terms on which the Investor Certificates of such Series
may be exchanged for Investor Certificates of another Series, repurchased by the
Seller or remarketed to other investors; (j) the Series Termination Date; (k)
the number of Classes of Investor Certificates of such Series and, if such
Series consists of more than one Class, the rights and priorities of each such
Class; (l) the extent to which the Investor Certificates of such Series will be
issuable in temporary or permanent global form (and, in such case, the
depositary for such Global Certificate or Certificates, the terms and
conditions, if any, upon which such Global Certificates may be exchanged, in
whole or in part, for Definitive Certificates, and the manner in which any
interest payable on a temporary or Global Certificate will be paid); (m) whether
the Investor Certificates of such Series may be issued as Bearer



                                       13
<PAGE>   20

Certificates and any limitation imposed thereon; (n) the priority of such Series
with respect to any other Series; (o) whether or not such Series is a Principal
Sharing Series; (p) the Group, if any, to which such Series belongs; and (q) any
other terms of, or with respect to, such Series.

                  "PORTFOLIO YIELD" shall have the meaning specified in the
Supplement.

                  "RATING AGENCY" shall mean, with respect to any outstanding
Series or Class, each statistical rating agency selected by the Seller or a
Predecessor Seller to rate the Investor Certificates of such Series or Class.

                  "RATING AGENCY CONDITION" shall mean, with respect to any
action, that each Rating Agency shall have notified the Seller or a Predecessor
Seller, the Servicer and the Trustee in writing that such action will not result
in a reduction or withdrawal of the rating of any outstanding Series or Class
with respect to which it is a Rating Agency.

                  "REASSIGNMENT" shall have the meaning specified in Section
2.09.

                  "RECEIVABLE" shall mean any amount owing by the Obligor under
an Account from time to time, including amounts owing for purchases of
merchandise and services and cash advances and access charges, and amounts
payable for Finance Charge Receivables. A Receivable shall be deemed to have
been created at the end of the day on the Date of Processing of such Receivable.
Receivables that become Defaulted Receivables shall not be shown on the
Servicer's records as amounts payable (and shall cease to be included as
Receivables) on the day on which they become Defaulted Receivables.

                  "RECORD DATE" shall mean, with respect to any Distribution
Date, the last Business Day of the preceding Monthly Period, except as otherwise
provided with respect to a Series in the related Supplement.

                  "RECOVERIES" shall mean all amounts, including Insurance
Proceeds, received by the Servicer with respect to Receivables that have
previously become Defaulted Receivables allocated pursuant to Section 4.07 and
the proceeds of the transfer of any credit card account that were removed as a
Zero Balance Account pursuant to Section 2.09.

                  "REGISTERED CERTIFICATEHOLDER" shall mean the Holder of a
Registered Certificate.

                  "REGISTERED CERTIFICATES" shall have the meaning specified in
Section 6.01.

                  "REMOVAL DATE" shall have the meaning specified in Section
2.09(a).

                  "REMOVAL NOTICE DATE" shall have the meaning specified in
Section 2.09(a).

                  "REMOVED ACCOUNTS" shall have the meaning specified in Section
2.09.

                  "REQUIRED DESIGNATION DATE" shall have the meaning specified
in Section 2.08(a).

                  "REQUIRED PRINCIPAL BALANCE" shall mean, unless otherwise
provided in a Supplement relating to any Series, as of any date of
determination, an amount equal to (a) the sum of the numerators used in the
calculation of the Principal Allocation Percentage for all



                                       14
<PAGE>   21

outstanding Series on such date, minus (b) the principal amount on deposit in
the Special Funding Account on such date; provided, that with respect to any
Series in its Rapid Accumulation Period or such other period as designated in
the related Supplement with an Invested Amount as of such date of determination
equal to the Principal Funding Account Balance relating to such Series taking
into account any deposit to be made to the Principal Funding Account on the
Distribution Date following such date of determination, the numerator used in
the calculation of the Principal Allocation Percentage relating to such Series
shall, solely for the purpose of the definition of Required Principal Balance,
be deemed to equal zero.

                  "REQUIRED SELLER AMOUNT" shall mean, with respect to any date,
an amount equal to the product of the Required Seller Percentage and the sum of
(a) the Invested Amount of each outstanding Series and (b) the aggregate
principal amount on deposit in the Special Funding Account on such date.

                  "REQUIRED SELLER PERCENTAGE" shall mean 4%; provided, however,
that the Seller may reduce the Required Seller Percentage upon (a) 30 days'
prior notice to the Trustee, each Rating Agency and any Series Enhancer entitled
to receive such notice pursuant to the relevant Supplement, (b) satisfaction of
the Rating Agency Condition with respect thereto and (c) delivery to the Trustee
and each such Series Enhancer of a certificate of a Vice President or more
senior officer of the Seller stating that the Seller reasonably believes that
such reduction will not, based on the facts known to such officer at the time of
such certification, then or thereafter cause a Pay Out Event to occur with
respect to any Series; provided further, that the Required Seller Percentage
shall not at any time be less than 2%.

                  "REQUIREMENTS OF LAW" with respect to any Person shall mean
the certificate or articles of incorporation or articles of association and
by-laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation, or determination of an arbitrator or
Governmental Authority, in each case applicable to or binding upon such Person
or to which such Person is subject, whether federal, state or local (including
without limitation, usury laws, the Federal Truth-in-Lending Act and Regulation
B and Regulation Z of the Board of Governors of the Federal Reserve System).

                  "RESPONSIBLE OFFICER" shall mean any Vice President, any
Assistant Vice President, any Assistant Secretary, any Assistant Treasurer, or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

                  "REVOLVING PERIOD" shall mean, with respect to any Series, the
period specified as such in the related Supplement.

                  "RULE 144A" shall mean Rule 144A under the Act, as such Rule
may be amended from time to time.

                  "SCHEDULED AMORTIZATION PERIOD" shall mean, with respect to
any Series, the period, if any, specified as such in the related Supplement.



                                       15
<PAGE>   22

                  "SELLER" shall mean, effective as of September 1, 1998,
National City Bank, a national banking association its successors or assigns
under this Agreement or additional Sellers, if any, designated in accordance
with Section 2.12.

                  "SELLER AMOUNT" shall mean at any time of determination an
amount equal to the total amount of Principal Receivables and the principal
amount on deposit in the Special Funding Account and any Principal Funding
Account (as defined in any Supplement) in the Trust at such time minus the
aggregate Invested Amounts and Enhancement Invested Amounts, if any, for all
outstanding Series at such time.

                  "SELLER CERTIFICATE" shall mean, if the Seller elects to
evidence its interest in the Seller Interest in certificated form pursuant to
Section 6.01, a certificate executed and delivered by the Seller and
authenticated by the Trustee substantially in the form of Exhibit A; provided,
that at any time there shall be only one Seller Certificate.

                  "SELLER INTEREST" shall have the meaning specified in Section
4.01.

                  "SELLER PERCENTAGE" shall mean (a) with respect to Finance
Charge Receivables and Defaulted Receivables, 100% less the sum of the Floating
Allocation Percentages with respect to all outstanding Series and (b) with
respect to Principal Receivables, 100% less the sum of the Principal Allocation
Percentages with respect to all outstanding Series.

                  "SERIES" shall mean any series of Investor Certificates
established pursuant to a Supplement.

                  "SERIES ACCOUNT" shall mean any deposit, trust, escrow or
similar account maintained for the benefit of the Investor Certificateholders of
any Series or Class, as specified in any Supplement.

                  "SERIES CUT-OFF DATE" shall have, with respect to any Series,
the meaning specified in the related Supplement.

                  "SERIES ENHANCEMENT" shall mean the rights and benefits
provided to the Investor Certificateholder of any Series or Class pursuant to
any letter of credit, surety bond, cash collateral account, collateral invested
amount, spread account, guaranteed rate agreement, maturity liquidity facility,
tax protection agreement, interest rate swap agreement, interest rate cap
agreement or other similar arrangement. The subordination of any Class to
another Class shall be deemed to be a Series Enhancement.

                  "SERIES ENHANCER" shall mean the Person or Persons providing
any Series Enhancement, other than the Investor Certificateholders of any Class
that is subordinated to another Class.

                  "SERIES ISSUANCE DATE" shall mean, with respect to any Series,
the date on which the Investor Certificates of such Series are to be originally
issued in accordance with Section 6.03 and the related Supplement.

                  "SERIES INVESTED AMOUNT" shall have, with respect to any
Series, the meaning specified in the related Supplement.



                                       16
<PAGE>   23

                  "SERIES TERMINATION DATE" shall mean, with respect to any
Series, the termination date specified in the related Supplement.

                  "SERVICE TRANSFER" shall have the meaning specified in Section
10.01.

                  "SERVICER" shall mean National City Bank, in its capacity as
Servicer pursuant to this Agreement, and, after any Service Transfer, the
Successor Servicer.

                  "SERVICER DEFAULT" shall have the meaning specified in Section
10.01.

                  "SERVICER INTERCHANGE" shall mean, with respect to any Series,
the portion of Interchange allocable to such Series pursuant to Article IV that
the applicable Supplement provides is to be applied in payment of the portion of
the Servicing Fee allocable to such Series.

                  "SERVICING FEE" shall mean, with respect to any Series, the
servicing fee specified in Section 3.02.

                  "SERVICING FEE RATE" shall mean, with respect to any Series,
the Servicing Fee Rate specified in the related Supplement.

                  "SERVICING OFFICER" shall mean any employee of the Servicer or
an Affiliate thereof involved in, or responsible for, the administration and
servicing of the Receivables whose name appears on a list of servicing officers
or agents furnished to the Trustee by the Servicer, as such list may from time
to time be amended.

                  "SHARED PRINCIPAL COLLECTIONS" shall have the meaning
specified in Section 4.04.

                  "SPECIAL FUNDING ACCOUNT" shall have the meaning specified in
Section 4.02.

                  "STANDARD & POOR'S" shall mean Standard & Poor's Structured
Ratings Group, a division of McGraw Hill Corporation or its successor.

                  "SUCCESSOR SERVICER" shall have the meaning specified in
Section 10.02(a).

                  "SUPPLEMENT" shall mean, with respect to any Series, a
Supplement to this Agreement, executed and delivered in connection with the
original issuance of the Investor Certificates of such Series pursuant to
Section 6.03, and all amendments thereof and supplements thereto.

                  "SUPPLEMENTAL CERTIFICATE" shall have the meaning specified in
Section 6.03(c).

                  "TAX OPINION" shall mean, with respect to any action, an
Opinion of Counsel to the effect that, for federal income tax purposes, (a) such
action will not adversely affect the tax characterization as debt of Investor
Certificates of any outstanding Series or Class that were characterized as debt
at the time of their issuance, (b) following such action the Trust will not be
deemed to be an association (or publicly traded partnership) taxable as a
corporation and (c) such action will not cause or constitute an event in which
gain or loss would be recognized by any Investor Certificateholders.



                                       17
<PAGE>   24

                  "TERMINATION NOTICE" shall have the meaning specified in
Section 10.01.

                  "TRANSFERRED ACCOUNT" shall have the meaning set forth in the
definition of "ACCOUNT."

                  "TRANSFER AGENT AND REGISTRAR" shall have the meaning
specified in Section 6.04.

                  "TRANSFER DATE" shall mean the Business Day immediately
preceding each Distribution Date.

                  "TRANSFER RESTRICTION EVENT" shall have the meaning specified
in Section 2.10.

                  "TRUST" shall mean the National City Credit Card Master Trust
created by this Agreement.

                  "TRUST ASSETS" shall have the meaning specified in Section
2.01.

                  "TRUST CUT-OFF DATE" shall mean May 12, 1995.

                  "TRUSTEE" shall mean The Bank of New York, a New York banking
corporation, in its capacity as trustee on behalf of the Trust, or its successor
in interest, or any successor trustee appointed as herein provided.

                  "UCC" shall mean the Uniform Commercial Code, as amended from
time to time, as in effect in the State of New York, in any state where the
filing of a financing statement is required to perfect the Trust's interest in
the Receivables and the proceeds thereof or in any other specified or applicable
jurisdiction.

                  "UNITED STATES" shall mean the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  "U.S. ALIEN" or "UNITED STATES ALIEN" shall mean any
corporation, partnership, individual or fiduciary that, as to the United States,
and for United States income tax purposes, is (a) a foreign corporation, (b) a
foreign partnership one or more of the members of which is, as to the United
States, a foreign corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust, (c) a nonresident alien individual
or (d) a nonresident alien fiduciary of a foreign estate or trust.

                  "U.S. PERSON" or "UNITED STATES PERSON" shall mean a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States, or an estate or
trust, the income of which is subject to United States federal income taxation
regardless of its source.

                  "VISA" shall mean VISA U.S.A., Inc.

                  "ZERO BALANCE ACCOUNT" shall mean an Account that the Servicer
has determined is not active according to the Credit Card Guidelines and has a
Receivable balance of zero which the Servicer may remove from its computer
master file of VISA and MasterCard accounts.



                                       18
<PAGE>   25

                  Section 1.02. OTHER DEFINITIONAL PROVISIONS.

                  (a) With respect to any Series, all terms used herein and not
otherwise defined herein shall have meanings ascribed to them in the related
Supplement.

                  (b) All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

                  (c) As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles or regulatory
accounting principles, as applicable. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted
accounting principles or regulatory accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall
control.

                  (d) The agreements, representations and warranties of the Bank
in this Agreement in its capacities as Seller or as Servicer, as the case may
be, shall be deemed to be the agreements, representations and warranties of the
Bank solely in its capacities for so long as the Bank acts in such capacities
under this Agreement.

                  (e) Any reference to each Rating Agency shall only apply to
any specific rating agency if such rating agency is then rating any outstanding
Series.

                  (f) Unless otherwise specified, references to any amount as on
deposit or outstanding on any particular date shall mean such amount at the
close of business on such day.

                  (g) The words "HEREOF," "HEREIN" and "HEREUNDER" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; references to any
Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits
in or to this Agreement unless otherwise specified; and the term "INCLUDING"
means "INCLUDING WITHOUT LIMITATION."

                                   ARTICLE II

                            CONVEYANCE OF RECEIVABLES

                  Section 2.01. CONVEYANCE OF RECEIVABLES. By execution of this
Agreement, the Seller and each Predecessor Seller, as the case may be, does
hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on
behalf of the Trust, for the benefit of the Certificateholders, all its right,
title and interest in, to and under the Receivables existing at the close of
business on the Trust Cut-Off Date, in the case of Receivables arising in the
Initial Accounts, and on the applicable Addition Cut-Off Date, in the case of
Receivables arising in the Additional Accounts, and in each case of Receivables
thereafter created and arising from such Accounts from time to time until the
termination of the Trust, all Interchange and Recoveries that



                                       19
<PAGE>   26

are allocable to the Trust as provided herein, all monies due or to become due
and all amounts received or receivable with respect to any of the foregoing and
all proceeds (including "PROCEEDS" as defined in the UCC) of any of the
foregoing. Such property, together with all monies, financial assets,
investments and other property on deposit in the Collection Account, the Special
Funding Account, the Series Accounts and any Series Enhancement shall constitute
the assets of the Trust (the "TRUST ASSETS"). The foregoing does not constitute
and is not intended to result in the creation or assumption by the Trust, the
Trustee, any Investor Certificateholders or any Series Enhancer of any
obligation of the Bank, the Servicer or any other Person in connection with the
Accounts or the Receivables or under any agreement or instrument relating
thereto, including any obligation to Obligors, merchant banks, merchants
clearance systems, VISA, MasterCard or insurers.

                  The Seller agrees to record and file, at its own expense,
financing statements (and continuation statements when applicable) with respect
to the Receivables now existing and hereafter created in Accounts owned by such
Seller meeting the requirements of applicable state law in such manner and in
such jurisdictions as are necessary to perfect, and maintain the perfection of,
the sale and assignment of such Receivables to the Trust, and to deliver a file
stamped copy of each such financing statement or other evidence of such filing
(which may, for purposes of this Section 2.01 consist of telephone confirmation
of such filing promptly followed by delivery to the Trustee of a file-stamped
copy) to the Trustee on or prior to the initial Closing Date, in the case of
such Receivables arising in the Initial Accounts, and (if any additional filing
is so necessary) the applicable Addition Date, in the case of such Receivables
arising in Additional Accounts. The Trustee shall be under no obligation
whatsoever to file such financing or continuation statements or to make any
other filing under the UCC in connection with such sale and assignment.

                  The Seller further agrees, at its own expense, (a) on or prior
to (i) the initial Closing Date, in the case of the Initial Accounts, (ii) the
applicable Addition Date, in the case of Additional Accounts, and (iii) the
applicable Removal Date, in the case of Removed Accounts, to indicate in the
appropriate computer files maintained by or on behalf of the Seller that
Receivables created in connection with the Accounts owned by the Seller have
been conveyed to the Trust pursuant to this Agreement for the benefit of the
Certificateholders, in the case of Initial Accounts and Additional Accounts (or
conveyed to the Seller or its designee in accordance with Section 2.09, in the
case of Removed Accounts) by including (or deleting in the case of Removed
Accounts) in such computer files, maintained by it or on its behalf, the code or
other indication identifying each such Account and (b) on or prior to the
applicable Document Delivery Date, to deliver to the Trustee a computer file,
microfiche list or printed list containing a true and complete list of all such
Accounts, specifying for each such Account, as of the Trust Cut-Off Date, in the
case of the Initial Accounts, the applicable Addition Cut-Off Date, in the case
of Additional Accounts, and the Removal Date, in the case of Removed Accounts,
its account number, the aggregate amount outstanding in such Account and the
aggregate amount of Principal Receivables outstanding in such Account. Such file
or list, as supplemented from time to time to reflect Additional Accounts and
Removed Accounts, shall be marked as SCHEDULE 1 to this Agreement and is hereby
incorporated into and made a part of this Agreement. The Seller further agrees
not to alter the code or other indication referenced in this paragraph with
respect to any Account during the term of this Agreement unless and until such
Account becomes a Removed Account or a Zero Balance Account.



                                       20
<PAGE>   27

                  It is the intention of the parties hereto that the
arrangements with respect to the Receivables shall constitute a purchase and
sale of such Receivables and not a loan. If, however, a regulatory agency or a
court of competent jurisdiction were to hold that the transactions evidenced
hereby constitute a loan and not a purchase and sale, this Agreement shall
constitute a security agreement under applicable law, and the Seller hereby
grants to the Trustee, on behalf of the Trust, for the benefit of the
Certificateholders, a first priority perfected security interest in all of the
Seller's right, title and interest in, to and under the Receivables and the
other Trust Assets.

                  Section 2.02.     ACCEPTANCE BY TRUSTEE.

                  (a) The Trustee hereby acknowledges its acceptance on behalf
of the Trust of all right, title and interest to the property, now existing and
hereafter created, conveyed to the Trust pursuant to Section 2.01 and declares
that it shall maintain such right, title and interest, upon the trust herein set
forth, for the benefit of all Certificateholders. The Trustee further
acknowledges that, prior to or simultaneously with the execution and delivery of
this Agreement, the Seller delivered to the Trustee the computer file,
microfiche list or printed list relating to the Initial Accounts described in
the penultimate paragraph of Section 2.01.

                  (b) The Trustee hereby agrees not to disclose to any Person
any of the account numbers or other information contained in the computer files,
microfiche lists or printed lists marked as SCHEDULE 1 or otherwise delivered to
the Trustee from time to time, except (i) to a Successor Servicer, (ii) in
connection with the lawful performance of the Trustee's duties hereunder, (iii)
in enforcing the rights of Certificateholders or (iv) as is otherwise required
by law. The Trustee agrees to take reasonable measures, including such measures
as shall be reasonably requested by the Seller to protect and maintain the
security and confidentiality of such information and, in connection therewith,
will allow the Seller to inspect the Trustee's security and confidentiality
arrangements from time to time during normal business hours. The Trustee shall
notify the Seller at least five Business Days prior to any disclosure pursuant
to this Section 2.02.

                  (c) The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement or any Supplement.

                  (d) The Trustee hereby agrees not to use any information it
obtains pursuant to this Agreement or the transactions contemplated hereby,
including any of the account numbers or other information contained in the
computer files, microfiche lists or printed lists marked as SCHEDULE 1 or
otherwise delivered by the Seller or any Predecessor Seller to the Trustee
pursuant to this Agreement, including Sections 2.01, 2.08, 2.09 or 3.04(c), to
compete or assist any person in competing with the Seller or the Servicer in
their respective businesses.

                  Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE SELLER
RELATING TO THE SELLER.

                  (a) REPRESENTATIONS AND WARRANTIES. The Seller hereby
severally represents and warrants to the Trust (and agrees that the Trustee may
rely on each such representation and warranty in accepting the Receivables in
trust and in authenticating the Certificates), as of each Closing Date, that:



                                       21
<PAGE>   28

                  (i) ORGANIZATION AND GOOD STANDING. The Seller is a national
         banking association validly existing in good standing under the laws of
         the United States, and has full corporate power, authority and legal
         right to own its properties and conduct its consumer revolving credit
         card business as such properties are presently owned and such business
         is presently conducted, to execute, deliver and perform its obligations
         under this Agreement and each Supplement and to execute and deliver to
         the Trustee the Certificates pursuant hereto.

                  (ii) DUE QUALIFICATION. The Seller is duly qualified to do
         business and is in good standing as a foreign corporation (or is exempt
         from such requirements), and has obtained all necessary licenses and
         approvals in each jurisdiction in which failure to so qualify or to
         obtain such licenses and approvals would render any Credit Card
         Agreement relating to an Account owned by the Seller or any Receivable
         transferred to the Trust by the Seller unenforceable by the Seller, the
         Servicer or the Trustee or would have a material adverse effect on the
         interests of the Certificateholders hereunder or under any Supplement.

                  (iii) DUE AUTHORIZATION. The execution, delivery and
         performance of this Agreement and each Supplement by the Seller, the
         execution and delivery to the Trustee of the Certificates by the Seller
         and the consummation by the Seller of the transactions provided for in
         this Agreement and each Supplement have been duly authorized by the
         Seller by all necessary corporate action on the part of the Seller and
         this Agreement and each Supplement will remain, from the time of its
         execution, an official record of the Seller.

                  (iv) NO CONFLICT. The execution and delivery by the Seller of
         this Agreement, each Supplement and the Certificates, the performance
         by the Seller of the transactions contemplated by this Agreement and
         each Supplement and the fulfillment by the Seller of the terms hereof
         and thereof will not conflict with, result in any breach of any of the
         material terms and provisions of, or constitute (with or without notice
         or lapse of time or both) a material default under, any indenture,
         contract, agreement, mortgage, deed of trust, or other instrument to
         which the Seller is a party or by which it or any of its properties are
         bound.

                  (v) NO VIOLATION. The execution and delivery by the Seller of
         this Agreement, each Supplement and the Certificates, the performance
         by the Seller of the transactions contemplated by this Agreement and
         each Supplement and the fulfillment by the Seller of the terms hereof
         and thereof will not conflict with or violate any Requirements of Law
         applicable to the Seller.

                  (vi) NO PROCEEDINGS. There are no proceedings or
         investigations pending or, to the best knowledge of the Seller,
         threatened against the Seller, before any court, regulatory body,
         administrative agency, or other tribunal or governmental
         instrumentality (A) asserting the invalidity of this Agreement, any
         Supplement or the Certificates, (B) seeking to prevent the issuance of
         the Certificates or the consummation of any of the transactions
         contemplated by this Agreement, any Supplement or the Certificates, (C)
         seeking any determination or ruling that, in the reasonable judgment of
         the Seller, would materially and adversely affect the performance by
         the Seller of its obligations under this



                                       22
<PAGE>   29

         Agreement or any Supplement, (D) seeking any determination or ruling
         that would materially and adversely affect the validity or
         enforceability of this Agreement, any Supplement or the Certificates or
         (E) seeking to affect adversely the income tax attributes of the Trust
         under the federal or applicable state income or franchise tax systems.

                  (vii) ALL CONSENTS REQUIRED. All approvals, authorizations,
         consents, orders or other actions of any Person or of any governmental
         body or official required in connection with the execution and delivery
         by the Seller of this Agreement, each Supplement and the Certificates,
         the performance by the Seller of the transactions contemplated by this
         Agreement and each Supplement and the fulfillment by the Seller of the
         terms hereof and thereof, have been obtained.

                  (viii) INSOLVENCY. No Insolvency Event with respect to the
         Seller has occurred and the transfer of the Receivables by the Seller
         to the Trust has not been made in contemplation of the occurrence
         thereof.

                  (b) NOTICE OF BREACH. The representations and warranties of
the Seller set forth in this Section 2.03 shall survive the transfer and
assignment by the Seller of the respective Receivables to the Trust. Upon
discovery by the Seller, the Servicer or the Trustee of a breach of any of the
representations and warranties by the Seller set forth in this Section 2.03, the
party discovering such breach shall give prompt written notice to the others and
to each Series Enhancer entitled thereto pursuant to the relevant Supplement.
The Seller agrees to cooperate with the Servicer and the Trustee in attempting
to cure any such breach. For purposes of the representations and warranties set
forth in this Section 2.03, each reference to a Supplement shall be deemed to
refer only to those Supplements in effect as of the relevant Closing Date.

                  Section 2.04. REPRESENTATIONS AND WARRANTIES OF THE SELLER
RELATING TO THIS AGREEMENT AND ANY SUPPLEMENT AND THE RECEIVABLES.

                  (a) REPRESENTATIONS AND WARRANTIES. The Seller hereby
represents and warrants to the Trust (and agrees that the Trustee may rely on
each such representation and warranty in accepting the Receivables in trust and
in authenticating the Certificates) as of the date of this Agreement and the
date of each Supplement, as of each Closing Date and, with respect to Additional
Accounts, as of the related Addition Date that:

                  (i) this Agreement, each Supplement and, in the case of
         Additional Accounts, the related Assignment, each constitutes a legal,
         valid and binding obligation of the Seller, enforceable against the
         Seller in accordance with its terms, except as such enforceability may
         be limited by applicable bankruptcy, insolvency, reorganization,
         moratorium or other similar laws now or hereafter in effect affecting
         the enforcement of creditors' rights in general and the rights of
         creditors of national banking associations and except as such
         enforceability may be limited by general principles of equity (whether
         considered in a suit at law or in equity);

                  (ii) as of the first Closing Date and as of the related
         Addition Date with respect to Additional Accounts, and as of the
         applicable Removal Date with respect to the Removed Accounts, the
         computer file, microfiche list or printed list delivered as SCHEDULE 1
         pursuant to this Agreement, as supplemented to such date, is an
         accurate and



                                       23
<PAGE>   30

         complete listing in all material respects of all the Accounts owned by
         the Seller or a Predecessor Seller as of the Trust Cut-Off Date, such
         Additional Cut-Off Date or such Removal Date, as the case may be, and
         the information contained therein with respect to the identity of such
         Accounts and the Receivables existing in such Accounts is true and
         correct in all material respects as of the Trust Cut-Off Date, such
         Addition Cut-Off Date or such Removal Date, as the case may be;

                  (iii) each Receivable conveyed to the Trust by the Seller or a
         Predecessor Seller has been conveyed to the Trust free and clear of any
         Lien of any Person claiming through or under the Seller or such
         Predecessor Seller (other than Liens permitted under subsection
         2.07(b)) and in compliance, in all material respects, with all
         Requirements of Law applicable to the Seller or such Predecessor
         Seller;

                  (iv) all authorizations, consents, orders or approvals of or
         registrations or declarations with any Governmental Authority required
         to be obtained, effected or given by the Seller or any Predecessor
         Seller in connection with the conveyance of Receivables to the Trust
         have been duly obtained, effected or given and are in full force and
         effect;

                  (v) either this Agreement or, in the case of Additional
         Accounts, the related Assignment constitutes a valid sale, transfer and
         assignment to the Trust of all right, title and interest of the Seller
         or any Predecessor Seller in the Receivables conveyed to the Trust and
         the proceeds thereof or, if this Agreement or, in the case of
         Additional Accounts, the related Assignment does not constitute a sale
         of such property, it constitutes a grant of a "security interest" (as
         defined in the UCC) in such property to the Trust, that, in the case of
         existing Receivables and the proceeds thereof, is enforceable upon
         execution and delivery of this Agreement, or, with respect to then
         existing Receivables in Additional Accounts, as of the applicable
         Addition Date, and that will be enforceable with respect to such
         Receivables hereafter and thereafter created and the proceeds thereof
         upon such creation. Upon the filing of the financing statements
         pursuant to Section 2.01 and, in the case of Receivables hereafter
         created and the proceeds thereof, upon the creation thereof, the Trust
         shall have a first priority perfected security or ownership interest in
         such property and proceeds except for Liens permitted under subsection
         2.07(b);

                  (vi) except as otherwise expressly provided in this Agreement
         or any Supplement, neither the Seller nor any Person claiming through
         or under the Seller has any claim to or interest in the Collection
         Account, the Special Funding Account, any Series Account or any Series
         Enhancement;

                  (vii) on the Trust Cut-Off Date, each Initial Account is an
         Eligible Account and, on the applicable Addition Cut-Off Date, each
         related Additional Account is an Eligible Account;

                  (viii) on the Trust Cut-Off Date, each Receivable then
         existing is an Eligible Receivable and, on the applicable Addition
         Cut-Off Date, each Receivable contained in any related Additional
         Account is an Eligible Receivable;



                                       24
<PAGE>   31

                  (ix) as of the date of the creation of any new Receivable,
         such Receivable is an Eligible Receivable;

                  (x) no selection procedure has been utilized by a Predecessor
         Seller that such Predecessor Seller reasonably believes would result in
         a selection of Initial Accounts (from among the available Eligible
         Accounts owned by such Predecessor Seller on the Trust Cut-Off Date)
         that would be materially adverse to the interests of the Investor
         Certificateholders; and

                  (xi) the Trust is not required to be registered as an
         "investment company" under the Investment Company Act of 1940, as
         amended.

                  (b) NOTICE OF BREACH. The representations and warranties of
the Seller set forth in this Section 2.04 shall survive the transfer and
assignment by the Seller of Receivables to the Trust. Upon discovery by the
Seller, the Servicer or the Trustee of a breach of any of the representations
and warranties by the Seller set forth in this Section 2.04, the party
discovering such breach shall give prompt written notice to the others and to
each Series Enhancer entitled thereto pursuant to the relevant Supplement. The
Seller agrees to cooperate with the Servicer and the Trustee in attempting to
cure any such breach. For purposes of the representations and warranties set
forth in this Section 2.04, each reference to a Supplement shall be deemed to
refer only to those Supplements in effect as of the date of the relevant
representations or warranties.

                  Section 2.05. REASSIGNMENT OF INELIGIBLE RECEIVABLES.

                  (a) REASSIGNMENT OF RECEIVABLES. In the event (i) any
representation or warranty of the Seller contained in Section 2.04(a)(ii),
(iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material
respect as of the date specified therein with respect to any Receivable
transferred to the Trust by the Seller or any Account owned by the Seller and as
a result of such breach any Receivables in the related Account become Defaulted
Receivables or the Trust's rights in, to or under such Receivables or the
proceeds of such Receivables are impaired or such proceeds are not available for
any reason to the Trust free and clear of any Lien, unless cured within 60 days
(or such longer period, not in excess of 150 days, as may be agreed to by the
Trustee) after the earlier to occur of the discovery thereof by the Seller or
receipt by the Seller or a designee of the Seller of notice thereof given by the
Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any
Receivables transferred to the Trust by the Seller, then the Seller shall accept
reassignment of all Receivables in the related Account ("INELIGIBLE
RECEIVABLES") on the terms and conditions set forth in paragraph (b) below;
provided, however, that such Receivables will not be deemed to be Ineligible
Receivables and will not be reassigned to the Seller if, on any day prior to the
end of such 60-day or longer period, (A) either (1) in the case of an event
described in clause (i) above the relevant representation and warranty shall be
true and correct in all material respects as if made on such day or (2) in the
case of an event described in clause (ii) above the circumstances causing such
Receivable to become an Ineligible Receivable shall no longer exist and (B) the
Seller shall have delivered to the Trustee an Officer's Certificate describing
the nature of such breach and the manner in which the relevant representation
and warranty became true and correct.

                  (b) PRICE OF REASSIGNMENT. The Servicer shall deduct the
portion of the Ineligible Receivables reassigned to the Seller, which are
Principal Receivables, from the



                                       25
<PAGE>   32

aggregate amount of Principal Receivables used to calculate the Seller Amount,
the Seller Interest and the Floating Allocation Percentage and the Principal
Allocation Percentage applicable to any Series. If, following the exclusion of
such Principal Receivables from the calculation of the Seller Amount, the Seller
Amount would be less than the Required Seller Amount, not later than 12:00 noon,
New York City time, on the first Distribution Date following the Monthly Period
in which such reassignment obligation arises, the Seller shall make a deposit
into the Special Funding Account in immediately available funds in an amount
equal to the amount by which the Seller Amount would be less than the Required
Seller Amount (up to the amount of such Principal Receivables).

                  Upon the deposit, if any, required to be made to the Special
Funding Account as provided in this Section and the reassignment of Ineligible
Receivables, the Trustee, on behalf of the Trust, shall automatically and
without further action be deemed to sell, transfer, assign, set over and
otherwise convey to the Seller or its designee, without recourse, representation
or warranty, all the right, title and interest of the Trust in and to such
Ineligible Receivables, all monies due or to become due and all amounts received
with respect thereto and all proceeds thereof. The Trustee shall execute such
documents and instruments of transfer or assignment and take such other action
as shall reasonably be requested by the Seller to effect the conveyance of
Ineligible Receivables pursuant to this Section. The obligation of the Seller to
accept reassignment of any Ineligible Receivables, and to make the deposits, if
any, required to be made to the Special Funding Account as provided in this
Section, shall constitute the sole remedy respecting the event giving rise to
such obligation available to Certificateholders (or the Trustee on behalf of the
Certificateholders) or any Series Enhancer.

                  Section 2.06. REASSIGNMENT OF RECEIVABLES IN TRUST PORTFOLIO.
If any representation or warranty of the Seller set forth in Section 2.03(a)(i),
(ii) or (iii), or Section 2.04(a)(i), (v) or (vi) is not true and correct in any
material respect and such breach has a material adverse effect on the
Certificateholders' Interest in the Receivables transferred to the Trust by the
Seller, then either the Trustee or the Holders of Investor Certificates
evidencing not less than 50% of the aggregate unpaid principal amount of all
outstanding Investor Certificates, by notice then given to the Seller and the
Servicer (and to the Trustee if given by the Investor Certificateholders), may
direct the Seller to accept a reassignment of the Receivables transferred to the
Trust by the Seller if such breach and any material adverse effect caused by
such breach is not cured within 60 days of such notice (or within such longer
period, not in excess of 150 days, as may be specified in such notice), and upon
those conditions the Seller shall be obligated to accept such reassignment on
the terms set forth below; provided, however, that such Receivables will not be
reassigned to the Seller if, on any day prior to the end of such 60-day or
longer period (i) the relevant representation and warranty shall be true and
correct in all material respects as if made on such day and (ii) the Seller
shall have delivered to the Trustee an Officer's Certificate describing the
nature of such breach and the manner in which the relevant representation and
warranty became true and correct.

                  The Seller shall deposit in the Collection Account in
immediately available funds not later than 12:00 noon, New York City time, on
the first Distribution Date following the Monthly Period in which such
reassignment obligation arises, in payment for such reassignment, an amount
equal to the sum of the amounts specified therefor with respect to each
outstanding Series in the related Supplement. Notwithstanding anything to the
contrary in this Agreement,



                                       26
<PAGE>   33

such amounts shall be distributed on such Distribution Date in accordance with
Article IV hereof and the terms of each Supplement.

                  Upon the deposit, if any, required to be made to the
Collection Account as provided in this Section and the reassignment of the
applicable Receivables, the Trustee, on behalf of the Trust, shall automatically
and without further action be deemed to sell, transfer, assign, set over and
otherwise convey to the Seller or its designee, without recourse, representation
or warranty, all the right, title and interest of the Trust in and to such
Receivables, all monies due or to become due and all amounts received with
respect thereto and all proceeds thereof. The Trustee shall execute such
documents and instruments of transfer or assignment and take such other actions
as shall reasonably be requested by the Seller to effect the conveyance of such
Receivables pursuant to this Section. The obligation of the Seller to accept
reassignment of any Receivables, and to make the deposits, if any, required to
be made to the Collection Account as provided in this Section, shall constitute
the sole remedy respecting the event giving rise to such obligation available to
Certificateholders (or the Trustee on behalf of the Certificateholders).

                  Section 2.07. COVENANTS OF THE SELLER. The Seller hereby
covenants as follows:

                  (a) RECEIVABLES TO BE ACCOUNTS OR GENERAL INTANGIBLES. Except
in connection with the enforcement or collection of an Account, the Seller will
take no action to cause any Receivable transferred by it to the Trust to be
evidenced by any instrument or chattel paper (as defined in the UCC) and, if any
such Receivable is so evidenced (whether or not in connection with the
enforcement or collection of an Account), it shall be deemed to be an Ineligible
Receivable in accordance with Section 2.05(a) and shall be reassigned to the
Seller in accordance with Section 2.05(b).

                  (b) SECURITY INTERESTS. Except for the conveyances hereunder,
the Seller will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Receivable,
whether now existing or hereafter created, or any interest therein; the Seller
will immediately notify the Trustee of the existence of any Lien on any
Receivable; and the Seller shall defend the right, title and interest of the
Trust in, to and under the Receivables, whether now existing or hereafter
created, against all claims of third parties claiming through or under the
Seller; provided, however, that nothing in this Section 2.07(b) shall prevent or
be deemed to prohibit the Seller from suffering to exist upon any of the
Receivables any Liens for municipal or other local taxes if such taxes shall not
at the relevant time be due and payable or if the Seller shall currently be
contesting the validity thereof in good faith by appropriate proceedings and
shall have set aside on its books adequate reserves with respect thereto.
Notwithstanding the foregoing, nothing in this Section 2.07(b) shall be
construed to prevent or be deemed to prohibit the transfer of the Seller
Interest and certain other rights of the Seller in accordance with the terms of
this Agreement and any related Supplement.

                  (c) SELLER INTEREST. Except for the conveyances hereunder, in
connection with any transaction permitted by Sections 7.02 or 7.05 and as
provided in Sections 2.12 and 6.03, the Seller agrees not to transfer, assign,
exchange or otherwise convey or pledge, hypothecate or otherwise grant a
security interest in the Seller Interest represented by the Seller Certificate
or any Supplemental Certificate, or, as the case may be, the uncertificated
interest in the Seller Interest or any interest therein, and any such attempted
transfer, assignment, exchange,



                                       27
<PAGE>   34

conveyance, pledge, hypothecation or grant shall be void. Further, in connection
with any conveyance of an interest in the Seller Interest otherwise permitted
hereunder, no such interest shall be conveyed unless its initial offering price
is at least $20,000 and it cannot be subdivided for resale into units smaller
than a unit the initial offering price of which would have been at least
$20,000, PROVIDED FURTHER, in connection with any such conveyance, the holder
(including the Seller and each subsequent transferee) shall not sell, trade,
transfer or convey any such interest or cause any such interest to be marketed
on or through either (i) an "established securities market" within the meaning
of Section 7704(b)(1) of the Code or (ii) a "secondary market" or its
"substantial equivalent" in each case within the meaning of Code Section
7704(b)(2), unless in the case of any such conveyance the Seller provides the
Trustee with an Opinion of Counsel to the effect that such conveyance would not
cause the Trust to be treated as a publicly traded partnership under the Code.

                  (d) DELIVERY OF COLLECTIONS. If the Seller receives
Collections, the Seller agrees to pay the Servicer all such Collections as soon
as practicable after receipt thereof but in no event later than two Business
Days after the Date of Processing by the Seller.

                  (e) NOTICE OF LIENS. The Seller shall notify the Trustee and
each Series Enhancer entitled to such notice pursuant to the relevant Supplement
promptly after becoming aware of any Lien on any Receivable other than the
conveyances hereunder or Liens permitted under Section 2.07(b).

                  (f) PERIODIC FINANCE CHARGES AND OTHER FEES. Except as
otherwise required by any Requirement of Law, or as is deemed by the Seller, in
its sole discretion, to be necessary or appropriate, it shall not at any time
reduce the annual percentage rates of the Periodic Finance Charges assessed on
the Receivables or other fees charged on any of the Accounts if, as a result of
any such reduction, either (i) in the Seller's reasonable expectation, such
reduction will cause a Pay Out Event to occur or (ii) such reduction is not also
applied to any comparable segment of consumer revolving credit card accounts
owned by the Seller that have characteristics the same as, or substantially
similar to, such Accounts.

                  (g) CREDIT CARD AGREEMENTS AND CREDIT CARD GUIDELINES. The
Seller shall comply with and perform its obligations under the Credit Card
Agreements relating to the Accounts and the Credit Card Guidelines and all
applicable rules and regulations of MasterCard and VISA, or their respective
substantial equivalents, except insofar as any failure so to comply or perform
would not materially and adversely affect the rights of the Trust or the
Certificateholders hereunder or under the Certificates. Subject to compliance
with all Requirements of Law applicable to the Seller, the Seller may change the
terms and provisions of the Credit Card Agreements or the Credit Card Guidelines
with respect to any of the Accounts in any respect (including the calculation of
the amount, or the timing, of charge-offs and the Periodic Finance Charges and
other fees to be assessed thereon) only if in the reasonable judgment of the
Seller such change is made applicable to any comparable segment of the consumer
revolving credit card accounts owned by the Seller that have characteristics the
same as, or substantially similar to, such Accounts.

                  (h) MASTERCARD AND VISA. The Seller shall use its best efforts
to remain, either directly or indirectly, a member in good standing of the
MasterCard system, the VISA



                                       28
<PAGE>   35


system and any other similar entity's or organization's or system relating to
any other type of revolving credit card accounts included in the Accounts.

                  (i) OFFICIAL RECORD. This Agreement and, with respect to each
Series, each related Supplement and any other documents with respect to this
Agreement or each such Supplement shall, continuously, from the time of each
such document's execution, be maintained as an official record of the Seller.

                  Section 2.08. ADDITION OF ACCOUNTS.

                  (a) REQUIRED ADDITIONS.

                  (i) If, as of the close of business on the last Business Day
         of any Monthly Period, either (A) the Seller Amount is less than the
         Required Seller Amount on such date or (B) the aggregate amount of
         Principal Receivables is less than the Required Principal Balance on
         such date, the Seller shall, on or prior to the close of business on
         the 10th Business Day following the last Business Day of such Monthly
         Period (the "REQUIRED DESIGNATION DATE"), unless the Seller Amount
         exceeds the Required Seller Amount or the aggregate amount of Principal
         Receivables exceeds the Required Principal Balance, as the case may be,
         in either case as of the close of business on any day after the last
         Business Day of such Monthly Period and prior to the Required
         Designation Date, designate additional Eligible Accounts to be included
         as Accounts as of the Required Designation Date or any earlier date in
         a sufficient amount such that, after giving effect to such Addition,
         the Seller Amount as of the close of business on the Addition Date is
         at least equal to the Required Seller Amount on such date and the
         aggregate amount of Principal Receivables equals or exceeds the
         Required Principal Balance on such date. The failure of any condition
         set forth in paragraph (c) or (d) below, as the case may be, shall not
         relieve the Seller of its obligations pursuant to this paragraph;
         provided, however, that the failure of the Seller to transfer
         Receivables to the Trust as provided in this paragraph solely as a
         result of the unavailability of a sufficient amount of Eligible
         Receivables shall not constitute a breach of this Agreement; provided
         further, that any such failure that has not been timely cured will
         nevertheless result in the occurrence of a Pay Out Event with respect
         to each Series for which, pursuant to the Supplement therefor, a
         failure by the Seller to convey Receivables in Additional Accounts or
         Participation Interests to the Trust by the day on which it is required
         to convey such Receivables or Participation Interests constitutes a
         "Pay Out Event" (as defined in such Supplement).

                  (ii) In lieu of, or in addition to, designating Additional
         Accounts pursuant to clause (i) above, the Seller may, subject to the
         conditions specified in paragraph (d) below, convey to the Trust
         participations representing undivided interests in a pool of assets
         primarily consisting of revolving credit card receivables, and any
         interests in the foregoing, including securities representing or backed
         by such receivables, and other self-liquidating financial assets
         including without limitation, any "eligible assets" as such term is
         defined in Rule 3a-7 under the Investment Company Act of 1940, as
         amended (or any successor to such Rule) and collections thereon
         ("PARTICIPATION INTERESTS"). The addition of Participation Interests in
         the Trust pursuant to this paragraph (a) or paragraph (b) below shall
         be effected by a Supplement, dated the applicable Addition Date,
         pursuant to Section 13.01(a).



                                       29
<PAGE>   36


                  (b) PERMITTED ADDITIONS. The Seller may from time to time, at
its sole discretion, subject to the conditions specified in paragraph (c) below,
designate additional Eligible Accounts to be included as Accounts or
Participation Interests to be included as Trust Assets, in either case as of the
applicable Addition Date.

                  (c) CONDITIONS TO REQUIRED AND PERMITTED ADDITIONS. On the
Addition Date with respect to any Additional Accounts or Participation
Interests, the Trust shall purchase the Receivables in such Additional Accounts
(and such Additional Accounts shall be deemed to be Accounts for purposes of
this Agreement) or shall purchase such Participation Interests, subject to the
satisfaction of the following conditions:

                  (i) on or before the 10th Business Day immediately preceding
         the Addition Date, the Seller shall have given the Trustee, the
         Servicer, each Rating Agency and any Series Enhancer entitled thereto
         pursuant to the relevant Supplement written notice that the Additional
         Accounts or Participation Interests will be included and specifying the
         applicable Addition Date, the Addition Cut-Off Date, the approximate
         number of accounts expected to be added and the approximate aggregate
         balances expected to be outstanding in the accounts to be added;

                  (ii) in the case of Additional Accounts, the Seller shall have
         delivered to the Trustee copies of UCC-l financing statements covering
         the Receivables arising from such Additional Accounts, if necessary to
         perfect the Trust's interest in the Receivables arising therein;

                  (iii) as of each of the Addition Cut-Off Date and the Addition
         Date, no Insolvency Event with respect to the Seller shall have
         occurred nor shall the transfer of the Receivables arising in the
         Additional Accounts or for the Participation Interests to the Trust
         have been made in contemplation of the occurrence thereof;

                  (iv) except in the case of an Addition pursuant to Section
         2.08(a), the Rating Agency Condition shall have been satisfied and in
         the case of an Addition pursuant to Section 2.08(a) which would exceed
         the Aggregate Additional Limit, the Seller shall have provided to
         Standard & Poor's at least 15 days prior written notice of such
         Addition and at or prior to the end of such 15-day period, the Seller
         shall not have received a notice in writing from Standard & Poor's that
         such Addition will result in the lowering or withdrawal of its then
         existing rating of the Investor Certificates of any Series;

                  (v) the Seller shall have delivered to the Trustee and any
         Series Enhancer entitled thereto pursuant to the relevant Supplement an
         Officer's Certificate, dated the Addition Date, stating that (A) in the
         case of Additional Accounts, as of the applicable Addition Date the
         Additional Accounts are all Eligible Accounts, (B) to the extent
         applicable, the conditions set forth in clauses (ii) through (iv) above
         have been satisfied and (C) the Seller reasonably believes that (1) the
         addition by the Seller of the Receivables arising in the Additional
         Accounts or of the Participation Interests to the Trust will not, based
         on the facts known to such officer at the time of such certification,
         then or thereafter cause a Pay Out Event to occur with respect to any
         Series and (2), in the case of Additional Accounts, no selection
         procedure was utilized by the Seller that would result in a selection
         of Additional Accounts (from among the available Eligible



                                       30
<PAGE>   37

         Accounts owned by the Seller) that would be materially adverse to the
         interests of the Investor Certificateholders of any Series as of the
         Addition Date; and

                  (vi) the Seller shall have delivered to the Trustee, each
         Rating Agency and any Series Enhancer entitled thereto pursuant to the
         relevant Supplement an outside Opinion of Counsel, dated the Addition
         Date, in accordance with Section 13.02(d).

                  (d) AUTOMATIC ACCOUNT ADDITIONS.

                  (i) Provided each Rating Agency initially consents, the Seller
         may from time to time, at its sole discretion, subject to and in
         compliance with the limitations and conditions specified in clauses
         (ii) through (vii) below, designate Eligible Accounts ("AUTOMATIC
         ADDITIONAL ACCOUNTS") to be included as Accounts as of the applicable
         Addition Date. For purposes of this paragraph, Eligible Accounts shall
         be deemed to include only consumer revolving credit card accounts which
         are originated by the Seller or any Affiliate of the Seller.

                  (ii) Unless each Rating Agency otherwise consents, the number
         of Automatic Additional Accounts shall not exceed the Aggregate
         Additional Limit.

                  (iii) Within 30 days after the Addition Date with respect to
         any Automatic Additional Accounts, the Seller shall have delivered to
         the Trustee and each Rating Agency an Opinion of Counsel (which counsel
         shall be outside counsel) in accordance with subsection 13.02(d), with
         respect to the Automatic Additional Accounts included as Accounts on
         such Addition Date, confirming the validity and perfection of the
         transfer of the Receivables in such Automatic Additional Accounts. If
         such Opinion of Counsel with respect to any Automatic Additional
         Accounts is not so received, the ability of the Seller to designate
         Automatic Additional Accounts will be suspended until such time as each
         Rating Agency otherwise consents in writing. If the Seller is unable to
         deliver an Opinion of Counsel with respect to any Automatic Additional
         Account, such inability shall be deemed to be a breach of the
         representation in subsection 2.04(a)(viii) with respect to the
         Receivables in such Automatic Additional Account for purposes of
         Section 2.05; provided, that the cure period for such breach shall not
         exceed 30 days.

                  (iv) The Seller shall have delivered to the Trustee copies of
         UCC-1 financing statements covering the Receivables in such Automatic
         Additional Accounts, if necessary to perfect the Trust's interest in
         the Receivables arising therein.

                  (v) As of each of the Addition Cut-Off Date and the Addition
         Date, no Insolvency Event with respect to the Seller shall have
         occurred nor shall the transfer of the Receivables arising in the
         Automatic Additional Accounts to the Trust have been made in
         contemplation of the occurrence thereof.

                  (vi) The Seller shall have delivered to the Trustee an
         Officer's Certificate, dated the Addition Date, stating that (x) as of
         the applicable Addition Cut-Off Date, such Automatic Additional
         Accounts are all Eligible Accounts, (y) to the extent applicable, the
         conditions set forth in clauses (ii) through (v) above have been
         satisfied and (z) the Seller reasonably believes that (A) the addition
         by the Seller of the Receivables arising in such



                                       31
<PAGE>   38

         Automatic Additional Accounts will not, based on the facts known to
         such officer at the time of such addition, then or thereafter cause a
         Pay Out Event to occur with respect to any Series and (B) no selection
         procedure was utilized by the Seller which would result in a selection
         of Automatic Additional Accounts (from among the available Eligible
         Accounts owned by the Seller) that would be materially adverse to the
         interests of the Investor Certificateholders of any Series as of the
         Addition Date.

                  (vii) The Seller shall have delivered to the Trustee (x) the
         computer file or microfiche list required to be delivered pursuant to
         Section 2.01 with respect to such Automatic Additional Accounts and (y)
         a duly executed Assignment.

                  (e) REPRESENTATIONS AND WARRANTIES. The Seller hereby
represents and warrants to the Trust as of the related Addition Date as to the
matters relating to it set forth in subsection 2.08(c)(iii) and (v) above and
that the file or list delivered pursuant to subsection 2.08(f) below is, as of
the applicable Addition Cut-Off Date, true and complete in all material
respects.

                  (f) DELIVERY OF DOCUMENTS. In the case of the designation of
Additional Accounts, the Seller shall deliver to the Trustee (i) the computer
file, microfiche list or printed list required to be delivered pursuant to
Section 2.01 with respect to such Additional Accounts on the applicable Document
Delivery Date and (ii) a duly executed, written Assignment (including an
acceptance by the Trustee for the benefit of the Certificateholders),
substantially in the form of EXHIBIT B (the "ASSIGNMENT"), on the Document
Delivery Date.

                  Section 2.09. REMOVAL OF ACCOUNTS. On any day of any Monthly
Period the Seller shall have the right to require the reassignment to it or its
designee of all the Trust's right, title and interest in, to and under the
Receivables then existing and thereafter created, all monies due or to become
due and all amounts received with respect thereto and all proceeds thereof in or
with respect to the Accounts designated by the Seller (the "REMOVED ACCOUNTS")
or Participation Interests (unless otherwise set forth in the applicable
Supplement), upon satisfaction of the following conditions:

                  (a) on or before the 10th Business Day immediately preceding
the Removal Date (the "REMOVAL NOTICE DATE"), the Seller shall have given the
Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled
thereto pursuant to the relevant Supplement written notice of such removal and
specifying the date for removal of the Removed Accounts (the "REMOVAL DATE");

                  (b) with respect to Removed Accounts, on or prior to the date
that is 10 Business Days after the Removal Date, the Seller shall have amended
SCHEDULE 1 by delivering to the Trustee a computer file, microfiche list or
printed list containing a true and complete list of the Removed Accounts
specifying for each such Account, as of the Removal Notice Date, its account
number, the aggregate amount outstanding, and the aggregate amount of Principal
Receivables outstanding in such Account;

                  (c) with respect to Removed Accounts, the Seller shall have
represented and warranted as of the Removal Date that the list of Removed
Accounts or Participation Interests



                                       32
<PAGE>   39

delivered pursuant to paragraph (b) above, as of the Removal Date, is true and
complete in all material respects;

                  (d) the Rating Agency Condition shall have been satisfied with
respect to such removal;

                  (e) the Seller shall have delivered to the Trustee and any
Series Enhancer entitled thereto pursuant to the relevant Supplement an
Officer's Certificate, dated as of the Removal Date, to the effect that the
Seller reasonably believes that (i) such removal will not, based on the facts
known to such officer at the time of such certification, then or thereafter
cause a Pay Out Event to occur with respect to any Series and (ii) no selection
procedure was utilized by the Seller which would result in a selection of
Removed Accounts or Participation Interests that would be materially adverse to
the interests of the Investor Certificateholders of any Series as of the Removal
Date; and

                  (f) with respect to Removed Accounts, the designation of such
Removed Accounts shall have been through random selection unless such accounts
relate to an affinity, agent bank or similar relationship with third party which
has been terminated and the removal of such accounts would not otherwise have
materially adverse accounting implications for the Seller.

                  Upon satisfaction of the above conditions, the Trustee shall
execute and deliver to the Seller a written reassignment in substantially the
form of EXHIBIT C (the "REASSIGNMENT") and shall, without further action, be
deemed to sell, transfer, assign, set over and otherwise convey to the Seller or
its designee, effective as of the Removal Date, without recourse, representation
or warranty, all the right, title and interest of the Trust in and to the
Receivables arising in the Removed Accounts or the Participation Interests, all
monies due and to become due and all amounts received with respect thereto and
all proceeds thereof. In addition, the Trustee shall execute such other
documents and instruments of transfer or assignment and take such other actions
as shall reasonably be requested by the Seller to effect the conveyance of
Receivables pursuant to this Section 2.09.

                  The Seller may, but shall not be obligated to, designate at
any time Zero Balance Accounts, any future receivables of which will no longer
be part of the Trust and to remove the code or other indication identifying such
Account from the appropriate computer files maintained by or on behalf of the
Seller; PROVIDED, that prior to such designation and removal, the Seller shall
have delivered to [the Rating Agencies] an Officer's Certificate to the effect
that to the best knowledge of the Seller, such designation and removal shall not
cause a Pay out Event to occur.

                  In addition to the foregoing, on the date when any Receivable
in an Account becomes a Defaulted Receivable (including any related Finance
Charge Receivables), the Trust shall automatically and without further action or
consideration be deemed to transfer, set over and otherwise convey to the Seller
with respect to such Account, without recourse, representation or warranty, all
right, title and interest of the Trust in and to the Defaulted Receivables
(including any related Finance Charge Receivables) in such Account, all monies
due or to become due with respect thereto, all proceeds thereof and any
Insurance Proceeds relating thereto; provided, that Recoveries of such Account
shall be applied as provided herein. The



                                       33
<PAGE>   40

Trustee shall execute and deliver such instruments of transfer and assignment
(including any UCC termination statements), in each case without recourse, as
shall be reasonably requested by the Seller to vest in the Seller or its
designee all right, title and interest that the Trust had in such Defaulted
Receivables (including any related Finance Charge Receivables).

                  Section 2.10. ACCOUNT ALLOCATIONS. If the Seller is unable,
for any reason, to transfer Receivables to the Trust in accordance with the
provisions of this Agreement, including by reason of the application of the
provisions of Section 9.02 or any order of any Governmental Authority (a
"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) the Seller and the
Servicer agree (except as prohibited by any such order) to allocate and pay to
the Trust, after the date of such Transfer Restriction Event, all Collections of
Receivables including Collections of Receivables transferred to the Trust by the
Seller prior to the occurrence of such Transfer Restriction Event, and all
amounts that would have constituted Collections but for such Transfer
Restriction Event (up to an aggregate amount equal to the amount of Receivables
in the Trust on such date), (b) the Seller and the Servicer agree that such
amounts will be applied as Collections in accordance with Article IV and the
terms of each Supplement and (c), for so long as the allocation and application
of all Collections and all amounts that would have constituted Collections are
made in accordance with clauses (a) and (b) above, Principal Receivables and all
amounts which would have constituted Principal Receivables but for such Transfer
Restriction Event, which are written off as uncollectible in accordance with
this Agreement, shall continue to be allocated in accordance with Article IV and
the terms of each Supplement. For the purpose of the immediately preceding
sentence, the Seller and the Servicer shall treat the first received Collections
as allocable to the Trust until the Trust shall have been allocated and paid
Collections in an amount equal to the aggregate amount of Principal Receivables
in such Accounts as of the date of the occurrence of such event. If the Seller
or the Servicer is unable, pursuant to any Requirement of Law, to allocate
Collections as described above, the Seller and the Servicer agree that, after
the occurrence of the applicable Transfer Restriction Event, payments on each
Account with respect to the principal balance of such Account shall be allocated
first to the oldest principal balance of such Account and shall have such
payments applied as Collections in accordance with Article IV and the terms of
each Supplement. The parties hereto agree that Finance Charge Receivables,
whenever created, accrued in respect of Principal Receivables, which have been
conveyed to the Trust, shall continue to be a part of the Trust notwithstanding
any cessation of the transfer of additional Principal Receivables to the Trust
and Collections with respect thereto shall continue to be allocated and paid in
accordance with Article IV and the terms of each Supplement.

                  Section 2.11. DISCOUNT OPTION.

                  (a) The Seller shall have the option to designate at any time
a percentage, which may be a fixed percentage or a variable percentage based on
a formula (the "DISCOUNT PERCENTAGE"), of the amount of Receivables arising in
the Accounts on or after the date such designation becomes effective that would
otherwise constitute Principal Receivables to be treated as Finance Charge
Receivables ("DISCOUNT OPTION RECEIVABLES"). The Seller may use this option to
compensate for a decline in the Portfolio Yield, but only if there would be
sufficient Principal Receivables to allow for that discounting. Exercise of the
discount option would result in a larger amount of collections of Finance Charge
Receivables and a smaller amount of collections of Principal Receivables. By
doing so, the Seller would reduce the likelihood that a Pay Out Event would
occur as a result of a decreased Portfolio Yield and, at the



                                       34
<PAGE>   41

same time, would increase the likelihood that the Seller will have to add
Principal Receivables to the Trust. If the Discount Percentage is greater than
zero, an amount of collections of Principal Receivables in the Trust for each
Monthly Period equal to the product of (i) the Discount Percentage times and
(ii) total collections of Principal Receivables in the Trust will be considered
collections of Finance Charge Receivables in the Trust and allocated with all
other collections of Finance Charge Receivables in the Trust. The Seller shall
provide to the Servicer, the Trustee, any Series Enhancer and each Rating Agency
30 days prior written notice of such designation (or reduction or withdrawal),
and such designation (or reduction or withdrawal) shall become effective on the
date designated therein only if (i) the Seller shall have delivered to the
Trustee and each Series Enhancer entitled thereto, pursuant to the relevant
Supplement, an Officer's Certificate of the Seller stating that the Seller
reasonably believes that such designation (or reduction or withdrawal) will not,
based on the facts known to such officer at the time of such certification,
cause a Pay Out Event or any event that, after the giving of notice or the lapse
of time, would constitute a Pay Out Event to occur with respect to any Series,
(ii) the Rating Agency Condition shall have been satisfied and (iii) in the case
of a reduction or withdrawal, the Seller shall have delivered to the Trustee an
Officer's Certificate to the effect that, in the reasonable belief of the
Seller, such reduction or withdrawal shall not have any material adverse
regulatory or accounting implications for the Seller.

                  (b) On each Date of Processing after the date on which the
Seller's exercise of its discount option takes effect, the Seller shall treat
Discount Option Receivable Collections as Collections of Finance Charge
Receivables.

                  Section 2.12. ADDITIONAL SELLERS. The Seller may designate
Affiliates of the Seller to be included as a Seller under this Agreement in a
supplement to this Agreement (which supplement shall be subject to Section 13.01
to the extent that it amends any of the terms of this Agreement) and in
connection with such designation, the Seller shall surrender the Seller
Certificate, if applicable, in exchange for a newly issued Seller Certificate
modified to reflect such additional Sellers' interest in the Seller Interest;
provided, however, that prior to any such designation and issuance the
conditions set forth in Section 6.03(c) shall have been satisfied with respect
thereto.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                 OF RECEIVABLES

                  Section 3.01. ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS
RELATING TO THE SERVICER.

                  (a) National City agrees to act as the Servicer under this
Agreement and the Certificateholders, by their acceptance of the Certificates,
hereby consent to National City acting as Servicer.

                  (b) The Servicer shall service and administer the Receivables,
shall collect payments due under the Receivables and shall charge off as
uncollectible Receivables, all in accordance with its customary and usual
servicing procedures for servicing credit card and other consumer revolving
credit receivables comparable to the Receivables and in accordance with the



                                       35
<PAGE>   42

Credit Card Guidelines. The Servicer shall have full power and authority, acting
alone or through any party properly designated by it hereunder, to do any and
all things in connection with such servicing and administration that it may deem
necessary or desirable. Without limiting the generality of the foregoing,
subject to Section 10.01 and provided National City is the Servicer, the
Servicer or its designee (rather than the Trustee) is hereby authorized and
empowered (i) to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Collection Account and any Series
Account, as set forth in this Agreement or any Supplement, and (ii) to take any
action required or permitted under any Series Enhancement, as set forth in this
Agreement or any Supplement. Without limiting the generality of the foregoing
and subject to Section 10.01, the Servicer or its designee is hereby authorized
and empowered to make any filings, reports, notices, applications and
registrations with, and to seek any consents or authorizations from, the
Securities and Exchange Commission and any state securities authority on behalf
of the Trust as may be necessary or advisable to comply with any federal or
state securities laws or reporting requirements. The Trustee shall furnish the
Servicer with any powers of attorney or other documents necessary or appropriate
to enable the Servicer to carry out its servicing and administrative duties
hereunder.

                  (c) The Servicer shall not be obligated to use separate
servicing procedures, offices, employees or accounts for servicing the
Receivables from the procedures, offices, employees and accounts used by the
Servicer in connection with servicing other credit card receivables or other
consumer revolving credit receivables.

                  (d) The Servicer shall comply with and perform its servicing
obligations with respect to the Accounts and Receivables in accordance with the
Credit Card Agreements relating to the Accounts and the Credit Card Guidelines
and all applicable rules and regulations of MasterCard, VISA and any other
similar entity or organization relating to any other type of revolving credit
card accounts included as Accounts, except insofar as any failure to so comply
or perform would not materially and adversely affect the Trust or the Investor
Certificateholders.

                  (e) The Servicer shall pay out of its own funds, without
reimbursement, all expenses incurred in connection with the Trust and the
servicing activities hereunder, including expenses related to enforcement of the
Receivables, fees and disbursements of the Trustee, any Paying Agent and any
Transfer Agent and Registrar (including the reasonable fees and expenses of its
counsel) in accordance with Section 11.05, fees and disbursements of independent
accountants and all other fees and expenses, including the costs of filing UCC
continuation statements and the costs and expenses relating to obtaining and
maintaining the listing of any Investor Certificates on any stock exchange, that
are not expressly stated in this Agreement to be payable by the Trust or the
Seller (other than federal, state, local and foreign income, franchise and other
taxes, if any, or any interest or penalties with respect thereto, assessed on
the Trust).

                  Section 3.02. SERVICING COMPENSATION. As full compensation for
its servicing activities hereunder and as reimbursement for any expense incurred
by it in connection therewith, the Servicer shall be entitled to receive a
servicing fee (the "SERVICING FEE") with respect to each Monthly Period, payable
monthly on the related Distribution Date, in an amount equal to one-twelfth of
the product of (a) the weighted average of the Servicing Fee Rates with respect
to each outstanding Series (based upon the Servicing Fee Rate for each Series
and the Investor Amount (or such other amount as specified in the related
Supplement) of such Series, in each case as of the last day of the prior Monthly
Period) and (b) the amount of Principal



                                       36
<PAGE>   43

Receivables on the last day of the prior Monthly Period. The share of the
Servicing Fee allocable to (i) the Certificateholders' Interest of a particular
Series with respect to any Monthly Period (the "MONTHLY SERVICING FEE") and (ii)
the Enhancement Invested Amount, if any, of a particular Series with respect to
any Monthly Period, and the portion thereof to be paid from Servicer Interchange
with respect to such Series, will each be determined in accordance with the
relevant Supplement. The portion of the Servicing Fee with respect to any
Monthly Period not so allocated to the Certificateholders' Interest or the
Enhancement Invested Amount, if any, of a particular Series shall be paid by the
Holders of the Seller Interest (as provided in the related Supplement) and by
the Holders of the Supplemental Certificate, if any, on the related Distribution
Date and in no event shall the Trust, the Trustee, the Investor
Certificateholders of any Series or any Series Enhancer be liable for the share
of the Servicing Fee with respect to any Monthly Period to be paid by the
Holders of the Seller Interest or by the Holders of any Supplemental
Certificate.

                  Section 3.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SERVICER. National City, in its capacity as initial Servicer, hereby makes, and
any Successor Servicer by its appointment hereunder shall make, on each Closing
Date (and on the date of any such appointment), the following representations,
warranties and covenants to the Trust (and agrees that the Trustee may rely on
each such representation, warranty and covenant in accepting the Receivables in
trust and in authenticating the Certificates):

                  (a) ORGANIZATION AND GOOD STANDING. The Servicer is a national
         banking association (or with respect to such Successor Servicer, such
         other corporate entity as may be applicable) duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         organization, and has full corporate power, authority and legal right
         to execute, deliver and perform its obligations under this Agreement
         and each Supplement and, in all material respects, to own its
         properties and conduct its business as such properties are presently
         owned and as such business is presently conducted.

                  (b) DUE QUALIFICATION. The Servicer is duly qualified to do
         business and is in good standing as a foreign corporation (or is exempt
         from such requirements), and has obtained all necessary licenses and
         approvals in each jurisdiction in which failure to so qualify or to
         obtain such licenses and approvals would have a material adverse effect
         on the interests of the Investor Certificateholders hereunder or under
         any Supplement.

                  (c) DUE AUTHORIZATION. The execution, delivery, and
         performance of this Agreement and each Supplement have been duly
         AUTHORIZED by the Servicer by all necessary corporate action on the
         part of the Servicer and this Agreement and each Supplement will
         remain, from the time of its execution, an official record of the
         Servicer.

                  (d) BINDING OBLIGATION. This Agreement and each Supplement
         constitutes a legal, valid and binding obligation of the Servicer,
         enforceable in accordance with its terms, except as enforceability may
         be limited by applicable bankruptcy, insolvency, reorganization,
         moratorium or other similar laws now or hereinafter in effect,
         affecting the enforcement of creditors' rights in general and the
         rights of creditors of national banking associations (or with respect
         to such Successor Servicer, such other corporate entity as may be
         applicable) and except as such enforceability may be limited by general
         principles of equity (whether considered in a suit at law or in
         equity).



                                       37
<PAGE>   44

                  (e) NO VIOLATION. The execution and delivery of this Agreement
         and each Supplement by the Servicer, the performance of the
         transactions contemplated by this Agreement and each Supplement and the
         fulfillment of the terms hereof and thereof applicable to the Servicer,
         will not conflict with, violate, result in any BREACH of any of the
         material terms and provisions of, or constitute (with or without notice
         or lapse of time or both) a default under, any Requirement of Law
         applicable to the Servicer or any indenture, contract, agreement,
         mortgage, deed of trust or other instrument to which the Servicer is a
         party or by which it or any of its properties are bound.

                  (f) NO PROCEEDINGS. There are no proceedings or investigations
         pending or, to the best knowledge of the Servicer, threatened against
         THE Servicer before any court, regulatory body, administrative agency
         or other tribunal or governmental instrumentality seeking to prevent
         the issuance of the Certificates or the consummation of any of the
         transactions contemplated by this Agreement or any Supplement, seeking
         any determination or ruling that, in the reasonable judgment of the
         Servicer, would materially and adversely affect the performance by the
         Servicer of its obligations under this Agreement or any Supplement, or
         seeking any determination or ruling that would materially and adversely
         affect the validity or enforceability of this Agreement or any
         Supplement.

                  (g) COMPLIANCE WITH REQUIREMENTS OF LAW. The Servicer shall
         duly satisfy all obligations on its part to be fulfilled under or in
         connection with the Receivables and the related Accounts, will maintain
         in effect all qualifications required UNDER applicable Requirements of
         Law in order to properly service the Receivables and the related
         Accounts and will comply in all material respects with all other
         Requirements of Law in connection with servicing the Receivables and
         the related Accounts, the failure to comply with which would have a
         material adverse effect on the interests of the Investor
         Certificateholders.

                  (h) NO RESCISSION OR CANCELLATION. Subject to Section 3.09,
         the Servicer shall not permit any rescission or cancellation of a
         Receivable EXCEPT as ordered by a court of competent jurisdiction or
         other Governmental Authority or in the ordinary course of its business
         and in accordance with the Credit Card Guidelines.

                  (i) PROTECTION OF CERTIFICATEHOLDERS' RIGHTS. The Servicer
         shall take no action which, nor omit to take any action the omission of
         which, would substantially impair the rights of Certificateholders in
         any Receivable or Account, nor shall it, except in the ordinary course
         of its business and in accordance with the Credit Card Guidelines,
         reschedule, revise or defer Collections due on the Receivables

                  (j) RECEIVABLES NOT TO BE EVIDENCED BY PROMISSORY NOTES.
         Except in connection with its enforcement or collection of an Account,
         the Servicer will take no action to cause any Receivable to be
         evidenced by any instrument (as defined in the UCC) and, if any
         Receivable is so evidenced (whether or not in connection with the
         enforcement or collection of an Account), it shall be reassigned or
         assigned to the Servicer as provided in this Section.



                                       38
<PAGE>   45

                  (k) ALL CONSENTS REQUIRED. All approvals, authorizations,
         consents, orders or other actions of any Person or of any governmental
         body or official required in CONNECTION with the execution and delivery
         by the Servicer of this Agreement and each Supplement, the performance
         by the Servicer of the transactions contemplated by this Agreement and
         each Supplement and the fulfillment by the Servicer of the terms hereof
         and thereof, have been obtained, except where the failure to obtain
         such approvals, authorizations, consents, order or other actions would
         not have a material adverse effect on the Investor Certificateholder;
         provided, however, that the Servicer makes no representation or
         warranty regarding state securities or "blue sky" laws in connection
         with the distribution of the Certificates.

                  For purposes of the representations and warranties set forth
in this Section 3.03, each reference to a Supplement shall be deemed to refer
only to those Supplements in effect as of the relevant Closing Date or the date
of appointment of a Successor Servicer, as applicable.

                  If any of the representations, warranties or covenants of the
Servicer contained in paragraph (g), (h), (i) or (j) with respect to any
Receivable or the related Account is breached, and as a result of such breach
the Trust's rights in, to or under any Receivables in the related Account or the
proceeds of such Receivables are impaired or such proceeds are not available for
any reason to the Trust free and clear of any Lien, then no later than the
expiration of 60 days (or such longer period, not in excess of 150 days, as may
be agreed to by the Trustee) from the earlier to occur of the discovery of such
event by the Servicer, or receipt by the Servicer of notice of such event given
by the Trustee, all Receivables in the Account or Accounts to which such event
relates shall be assigned to the Servicer on the terms and conditions set forth
below; provided, however, that such Receivables will not be assigned to the
Servicer if, on any day prior to the end of such 60-day or longer period, (i)
the relevant representation and warranty shall be true and correct, or the
relevant covenant shall have been complied with, in all material respects and
(ii) the Servicer shall have delivered to the Trustee a certificate of an
authorized officer describing the nature of such breach and the manner in which
such breach was cured.

                  If National City is the Servicer, such assignment shall be
accomplished in the manner set forth in Section 2.05(b) as if the assigned
Receivables were Ineligible Receivables (including the requirement, if
applicable, to reduce the aggregate amount of Principal Receivables used to
calculate the Seller Amount, the Seller Interest, the Floating Allocation
Percentage and the Principal Allocation Percentage applicable to any Series and
to make deposits into the Collection Account). If National City is not the
Servicer, the Servicer shall effect such assignment by making a deposit into the
Collection Account in immediately available funds on the Transfer Date following
the Monthly Period in which such assignment obligation arises in an amount equal
to the amount of such Receivables, which deposit shall be considered a
Collection with respect to such Receivables and shall be applied in accordance
with Article IV and the terms of each Supplement.

                  Upon each such assignment to the Servicer, the Trustee, on
behalf of the Trust, shall automatically and without further action be deemed to
sell, transfer, assign, set over and otherwise convey to the Servicer, without
recourse, representation or warranty, all right, title and interest of the Trust
in and to such Receivables, all monies due or to become due and all amounts
received with respect thereto and all proceeds thereof. The Trustee shall
execute such documents and instruments of transfer or assignment and take such
other actions as shall be



                                       39
<PAGE>   46

reasonably requested by the Servicer to effect the conveyance of any such
Receivables pursuant to this Section. The obligation of the Servicer to accept
assignment of such Receivables, and to make the deposits, if any, required to be
made to the Special Funding Account or the Collection Account as provided in the
preceding paragraph, shall constitute the sole remedy respecting the event
giving rise to such obligation available to Certificateholders (or the Trustee
on behalf of Certificateholders) or any Series Enhancer, except as provided in
Section 8.04.

                  Section 3.04. REPORTS AND RECORDS FOR THE TRUSTEE.

                  (a) DAILY RECORDS. On each Business Day, the Servicer shall
make or cause to be made available at the office of the Servicer during normal
business hours for inspection by the Trustee upon request a record setting forth
(i) the Collections in respect of Principal Receivables and in respect of
Finance Charge Receivables processed by the Servicer on the second preceding
Business Day in respect of each Account and (ii) the amount of Receivables as of
the close of business on the second preceding Business Day in each Account. The
Servicer shall, at all times, maintain its computer files with respect to the
Accounts in such a manner so that the Accounts may be specifically identified
and shall make available to the Trustee at the office of the Servicer on any
Business Day during normal business hours any computer programs necessary to
make such identification.

                  (b) MONTHLY SERVICER'S CERTIFICATE. Not later than the third
Business Day preceding each Distribution Date, the Servicer shall, with respect
to each outstanding Series, deliver to the Trustee, the Paying Agent, each
Rating Agency and each Series Enhancer entitled thereto pursuant to the relevant
Supplement a certificate of a Servicing Officer in substantially the form set
forth in the related Supplement.

                  (c) TRANSFERRED ACCOUNTS. The Servicer covenants and agrees
hereby to deliver to the Trustee, within a reasonable time period after any
Transferred Account is created, but in any event not later than 15 days after
the end of the month within which the Transferred Account is created, a notice
specifying the new account number for any Transferred Account and the replaced
account number.

                  Section 3.05. ANNUAL CERTIFICATE OF SERVICER. The Servicer
shall deliver to the Trustee, each Rating Agency and each Series Enhancer
entitled thereto pursuant to the relevant Supplement, on or before March 31 of
each calendar year, beginning with March 31, 1996, an Officer's Certificate with
respect to the preceding calendar year (with appropriate insertions)
substantially in the form of EXHIBIT D.

                  Section 3.06. ANNUAL SERVICING REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS; COPIES OF REPORTS AVAILABLE.

                  (a) On or before March 31 of each calendar year, beginning
with March 31, 2001, the Servicer, on behalf of the Trust, shall cause a firm of
nationally recognized independent certified public accountants (who may also
render other services to the Servicer or the Seller) to furnish, as provided in
Section 13.05, a report, based upon established criteria that meets the
standards applicable to accountants' reports intended for general distribution,
to the Trustee, any Series Enhancer and each Rating Agency, attesting to the
fairness of the assertion of the Servicer's management that its internal
controls over the functions performed as Servicer of



                                       40
<PAGE>   47

the Trust are effective, in all material respects, in providing reasonable
assurance that Trust assets are safeguarded against loss from unauthorized use
or disposition, on the date of such report, and a report attesting to the
fairness of the assertion of the Servicer's management that such servicing was
conducted in conformity with the sections of this Agreement during the period
covered by such report (which shall be the period from January 1 of the
preceding calendar year to and including December 31 of such calendar year),
except for such exceptions or errors as such firm shall believe to be immaterial
and such other exceptions as shall be set forth in such report.

                  (b) On or before March 31 of each calendar year, beginning
with March 31, 2001, the Servicer shall cause a firm of nationally recognized
independent certified public accountants (who may also render other services to
the Servicer or the Seller) to furnish as provided in Section 13.05 a report,
prepared in accordance with the standards established by the American Institute
of Certified Public Accountants, to the Trustee and each Rating Agency, to the
effect that they have compared the mathematical calculations of certain amounts
set forth in the monthly certificates forwarded by the Servicer pursuant to
Section 3.04(b) during the period covered by such report (which shall be the
period from January 1 of the preceding calendar year to and including December
31 of such calendar year) with the Servicer's computer reports which were the
source of such amounts and that, on the basis of such comparison, such firm is
of the opinion that such amounts are in agreement, except for such exceptions as
shall be set forth in such report.

                  (c) A copy of each certificate and report provided pursuant to
Section 3.04(b), 3.05 or 3.06 may be obtained by any Investor Certificateholder
or Certificate Owner by a request to the Trustee addressed to the Corporate
Trust Office.

                  Section 3.07. TAX TREATMENT. The Seller has entered into this
Agreement, and the Certificates will be issued with the intention that, except
to the extent specified in a Supplement with respect to a particular Series, for
federal, state and local income and franchise tax purposes, (i) the Investor
Certificates of each Series 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 Seller, by entering into this
Agreement, and each Certificateholder, by the acceptance of its Certificate (and
each Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agrees to treat such Investor Certificates for federal, state and
local income and franchise tax purposes as debt. Each Holder of such Investor
Certificate agrees that it will cause any Certificate Owner acquiring an
interest in a Certificate through it to comply with this Agreement as to
treatment as debt under applicable tax law, as described in this Section 3.07.
The provisions of this Agreement shall be construed in furtherance of the
foregoing intended tax treatment.

                  Section 3.08. NOTICES TO THE SELLER. If National City is no
longer acting as Servicer, any Successor Servicer shall deliver to the Seller
each certificate and report required to be provided thereafter pursuant to
Section 3.04(b), 3.05 or 3.06.

                  Section 3.09. ADJUSTMENTS.

                  (a) If the Servicer adjusts downward the amount of any
Principal Receivable because of a rebate, refund, unauthorized charge or billing
error to an Obligor, or because such



                                       41
<PAGE>   48

Principal Receivable was created in respect of merchandise that was refused or
returned by an Obligor, or if the Servicer otherwise adjusts downward the amount
of any Principal Receivable without receiving Collections therefor or charging
off such amount as uncollectible, then, in any such case, the amount of
Principal Receivables used to calculate the Seller Amount, the Seller Interest,
the Floating Allocation Percentage and the Principal Allocation Percentage
applicable to any Series will be reduced by the amount of the adjustment.
Similarly, the amount of Principal Receivables used to calculate the Seller
Amount, the Seller Interest, the Floating Allocation Percentage and the
Principal Allocation Percentage applicable to any Series will be reduced by the
amount of any Principal Receivable that was discovered as having been created
through a fraudulent or counterfeit charge. Any adjustment required pursuant to
either of the two preceding sentences shall be made on or prior to the end of
the Monthly Period in which such adjustment obligation arises. If, following the
exclusion of such Principal Receivables from the calculation of the Seller
Amount, the Seller Amount would be less than the Required Seller Amount, not
later than 12:00 noon, New York City time, on the Distribution Date following
the Monthly Period in which such adjustment obligation arises, the Seller shall
make a deposit into the Special Funding Account in immediately available funds
in an amount equal to the amount by which the Seller Amount would be less than
the Required Seller Amount (up to the amount of such Principal Receivables).

                  (b) If (i) the Servicer makes a deposit into the Collection
Account in respect of a Collection of a Receivable and such Collection was
received by the Servicer in the form of a check that is not honored for any
reason or (ii) the Servicer makes a mistake with respect to the amount of any
Collection and deposits an amount that is less than or more than the actual
amount of such Collection, the Servicer shall appropriately adjust the amount
subsequently deposited into the Collection Account to reflect such dishonored
check or mistake. Any Receivable in respect of which a dishonored check is
received shall be deemed not to have been paid.

                  Section 3.10. REPORTS TO THE COMMISSION. The Servicer shall,
on behalf of the Trust, cause to be filed with the Commission any periodic
reports required to be filed under the provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission thereunder.
The Seller shall, at the expense of the Servicer, cooperate in any reasonable
request of the Servicer in connection with such filings.

                                   ARTICLE IV

                        RIGHTS OF CERTIFICATEHOLDERS AND
                    ALLOCATION AND APPLICATION OF COLLECTIONS

                  Section 4.01. RIGHTS OF CERTIFICATEHOLDERS. The Investor
Certificates shall represent fractional, undivided interests in the Trust,
which, with respect to each Series, shall consist of the right to receive, to
the extent necessary to make the required payments with respect to the Investor
Certificates of such Series at the times and in the amounts specified in the
related Supplement, the portion of Collections allocable to Investor
Certificateholders of such Series pursuant to this Agreement and such
Supplement, monies, instruments, securities and other property on deposit in the
Collection Account allocable to Certificateholders of such Series pursuant to
this Agreement and such Supplement, monies, instruments, securities and other
property on deposit in any related Series Account and funds available pursuant
to any related Series Enhancement (collectively, with respect to all Series, the
"CERTIFICATEHOLDERS' INTEREST"), it



                                       42
<PAGE>   49

being understood that, unless otherwise specified in the Supplement with respect
to such Series, the Investor Certificates of any Series or Class shall not
represent any interest in any Series Account or Series Enhancement for the
benefit of any other Series or Class. The Seller Certificate or, as the case may
be, the uncertificated interest in the Seller Interest shall represent the
ownership interest in the remainder of the Trust Assets not allocated pursuant
to this Agreement or any Supplement to the Certificateholders' Interest,
including the right to receive Collections with respect to the Receivables and
other amounts at the times and in the amounts specified in this Agreement or any
Supplement to be paid to the Holders of the Seller Interest (the "SELLER
INTEREST") pro rata; provided, however, that if the Seller elects to have its
interest in the Seller Interest be uncertificated as provided in Section 6.01
hereof, then such uncertificated interest shall represent the Seller Interest;
PROVIDED FURTHER, that the Seller Interest shall not represent any interest in
the Collection Account, any Series Account or any Series Enhancement, except as
specifically provided in this Agreement or any Supplement.

                  Section 4.02. ESTABLISHMENT OF COLLECTION ACCOUNT AND SPECIAL
FUNDING ACCOUNT. The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders (the
"COLLECTION ACCOUNT"). The Trustee shall possess all right, title and interest
in all funds and other property on deposit from time to time in the Collection
Account and in all proceeds thereof for the benefit of the Certificateholders.
The Collection Account shall be under the sole dominion and control of the
Trustee for the benefit of the Certificateholders. Except as expressly provided
in this Agreement, the Servicer agrees that it shall have no right of set-off or
banker's lien against, and no right to otherwise deduct from, any funds held in
the Collection Account for any amount owed to it by the Trustee, the Trust, any
Certificateholder or any Series Enhancer. If at any time the Collection Account
ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent) establish a new
Collection Account meeting the conditions specified above, transfer any cash or
any investments to such new Collection Account and from the date such new
Collection Account is established, it shall be the "Collection Account."

                  Unless otherwise agreed by each Rating Agency, if at anytime
neither National City nor any Affiliate of National City is the Servicer, the
Collection Account will be moved from National City, if then maintained there.

                  Funds on deposit in the Collection Account (other than amounts
deposited pursuant to Section 2.06, 9.02, 10.01 or 12.02) shall, at the written
direction of the Servicer, be invested in the Trustee's name by the Trustee in
Eligible Investments selected by the Servicer. The Trustee shall hold for the
benefit of the Certificateholders such of the Eligible Investments as consists
of instruments, deposit accounts, negotiable documents, money, goods, letters of
credit, and advices of credit in the State of New York. The Trustee shall hold
for the benefit of the Certificateholders such of the Eligible Investments as
constitutes investment property through a securities intermediary, which
securities intermediary shall agree with the Trustee that (a) such investment
property shall at all times be credited to a securities account of the Trustee,
(b) such securities intermediary shall treat the Trustee as entitled to exercise
the rights that comprise each financial asset credited to such securities
account, (c) all property credited to such securities account shall be treated
as a financial asset, (d) such securities intermediary shall



                                       43
<PAGE>   50

comply with entitlement orders originated by the Trustee without the further
consent of any other person or entity, (e) such securities intermediary will not
agree with any person or entity other than the Trustee to comply with
entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Trustee), and (g)
such agreement shall be governed by the laws of the State of New York. Terms
used in the preceding sentence that are defined in the New York UCC and not
otherwise defined herein shall have the meaning set forth in the New York UCC.
Except as permitted by this Section 4.02, the Trustee shall not hold Eligible
Investments through an agent or a nominee.

                  Investments of funds representing Collections collected during
any Monthly Period shall be invested in Eligible Investments that will mature so
that all funds will be available at the close of business on the Transfer Date
following such Monthly Period. No Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Trustee may sell, liquidate or
dispose of an Eligible Investment before its maturity, at the written direction
of the Servicer, if such sale, liquidation or disposal would not result in a
loss of all or part of the principal portion of such Eligible Investment or if,
prior to the maturity of such Eligible Investment, a default occurs in the
payment of principal, interest or any other amount with respect to such Eligible
Investment. On each Distribution Date, all interest and other investment
earnings (net of losses and investment expenses) on funds on deposit in the
Collection Account shall be treated as Collections of Finance Charge Receivables
with respect to the last day of the related Monthly Period, except as otherwise
specified in any Supplement.

                  The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders (the
"SPECIAL FUNDING ACCOUNT"). The Trustee shall possess all right, title and
interest in all funds and other property on deposit from time to time in the
Special Funding Account and in all proceeds thereof for the benefit of the
Certificateholders. The Special Funding Account shall be under the sole dominion
and control of the Trustee for the benefit of the Certificateholders. Except as
expressly provided in this Agreement, the Servicer agrees that it shall have no
right of set-off or banker's lien against, and no right to otherwise deduct
from, any funds held in the Special Funding Account for any amount owed to it by
the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any
time, the Special Funding Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish a new Special Funding Account meeting the conditions
specified above, transfer any cash or any investments to such new Special
Funding Account and from the date such new Special Funding Account is
established, it shall be the "Special Funding Account."

                  Unless otherwise agreed by each Rating Agency, if at anytime
neither National City nor any Affiliate of National City is the Servicer, the
Special Funding Account will be moved from National City, if then maintained
there.

                  Funds on deposit in the Special Funding Account shall at the
written direction of the Servicer be invested in the Trustee's name by the
Trustee in Eligible Investments selected by



                                       44
<PAGE>   51

the Servicer. The Trustee shall hold for the benefit of the Certificateholders
such of the Eligible Investments as consists of instruments, deposit accounts,
negotiable documents, money, goods, letters of credit, and advices of credit in
the State of New York. The Trustee shall hold for the benefit of the
Certificateholders such of the Eligible Investments as constitutes investment
property through a securities intermediary, which securities intermediary shall
agree with the Trustee that (a) such investment property shall at all times be
credited to a securities account of the Trustee, (b) such securities
intermediary shall treat the Trustee as entitled to exercise the rights that
comprise each financial asset credited to such securities account, (c) all
property credited to such securities account shall be treated as a financial
asset, (d) such securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any other person or
entity, (e) such securities intermediary will not agree with any person or
entity other than the Trustee to comply with entitlement orders originated by
such other person or entity, (f) such securities accounts and the property
credited thereto shall not be subject to any lien, security interest, or right
of set-off in favor of such securities intermediary or anyone claiming through
it (other than the Trustee), and (g) such agreement shall be governed by the
laws of the State of New York. Terms used in the preceding sentence that are
defined in the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC. Except as permitted by this Section 4.02,
the Trustee shall not hold Eligible Investments through an agent or a nominee.

                  Funds on deposit in the Special Funding Account on any
Distribution Date will be invested in Eligible Investments that will mature so
that all funds will be available at the close of business on the Transfer Date
following such Monthly Period. No Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Trustee may sell, liquidate or
dispose of an Eligible Investment before its maturity, at the written direction
of the Servicer, if such sale, liquidation or disposal would not result in a
loss of all or part of the principal portion of such Eligible Investment or if,
prior to the maturity of such Eligible Investment, a default occurs in the
payment of principal, interest or any other amount with respect to such Eligible
Investment. Unless directed by the Servicer, funds deposited in the Special
Funding Account on a Transfer Date with respect to the next following
Distribution Date are not required to be invested overnight. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Special Funding Account shall be
treated as Collections of Finance Charge Receivables with respect to the last
day of the related Monthly Period except as otherwise specified in the related
Supplement. Unless otherwise directed by the Servicer, funds on deposit in the
Special Funding Account will be withdrawn and paid to the Holders of the Seller
Interest pro rata on any Distribution Date to the extent that the Seller Amount
exceeds the Required Seller Amount on such date. On any Transfer Date on which
one or more Series is in an Accumulation Period or Amortization Period, the
Servicer shall determine the aggregate amounts of Principal Shortfalls, if any,
with respect to each such Series that is a Principal Sharing Series (after
giving effect to the allocation and payment provisions in the Supplement with
respect to each such Series), and the Servicer shall instruct the Trustee to
withdraw such amount (up to the amount on deposit in the Special Funding
Account) from the Special Funding Account on the succeeding Distribution Date
and allocate such amount among each such Series as specified in each related
Supplement; provided, however, that funds shall only be withdrawn from the
Special Funding Account for allocation to such Principal Shortfalls. For
purposes of determining the availability of funds or the balances in the Special
Funding Account for any reason under this Agreement, all investment earnings net
of investment expenses and losses on such funds shall be deemed not to be
available or on deposit.



                                       45
<PAGE>   52

                  Section 4.03. COLLECTIONS AND ALLOCATIONS.

                  (a) The Servicer will apply or will instruct the Trustee to
apply all funds on deposit in the Collection Account as described in this
Article IV and in each Supplement. Except as otherwise provided below, the
Servicer shall deposit Collections into the Collection Account no later than the
second Business Day following the Date of Processing of such Collections.
Subject to the express terms of any Supplement, but notwithstanding anything
else in this Agreement to the contrary, if National City , as Servicer, remains
the Servicer and (i) for so long as it maintains a certificate of deposit rating
of A-1 or better by Standard & Poor's and P-1 or better by Moody's (or such
other rating below A-1 or P-1, as the case may be, which is satisfactory to each
Rating Agency), or (ii) National City has provided to the Trustee a letter of
credit covering collection risk of the Servicer acceptable to each Rating Agency
(as evidenced by a letter from each Rating Agency to the effect that the Rating
Agency Condition has been satisfied), the Servicer need not make the daily
deposits of Collections into the Collection Account as provided in the preceding
sentence, but may make a single deposit in the Collection Account in immediately
available funds not later than 12:00 noon, New York City time, on the related
Transfer Date. Subject to the first proviso in Section 4.04, but notwithstanding
anything else in this Agreement to the contrary, with respect to any Monthly
Period, whether the Servicer is required to make deposits of Collections
pursuant to the first or the second preceding sentence, (A) the Servicer will
only be required to deposit Collections into the Collection Account up to the
aggregate amount of Collections required to be deposited into any Series Account
or, without duplication, distributed on or prior to the related Distribution
Date to Investor Certificateholders or to any Series Enhancer pursuant to the
terms of any Supplement or Enhancement Agreement and (B) if at any time prior to
such Distribution Date the amount of Collections deposited in the Collection
Account exceeds the amount required to be deposited pursuant to clause (A)
above, the Servicer will be permitted to withdraw the excess from the Collection
Account.

                  (b) With respect to each day during each Monthly Period, (i)
Collections of Finance Charge Receivables will be allocated to the
Certificateholders' Interest of a Series in an amount equal to the product of
the amount of such Collections and the Floating Allocation Percentage of such
Series with respect to such day, (ii) the Defaulted Amount will be allocated to
the Certificateholders' Interest of a Series in an amount equal to the product
of such Defaulted Amount and the Floating Allocation Percentage of such Series
with respect to such day, (iii) Collections of Principal Receivables will be
allocated to the Certificateholders' Interest of such Series in an amount equal
to the product of the amount of such Collections and the Principal Allocation
Percentage of such Series with respect to such day during such Monthly Period.

                  (c) Throughout the existence of the Trust, unless otherwise
stated in any Supplement, the Servicer shall allocate to the Holders of the
Seller Interest an amount equal to the product of (i) the Seller Percentage and
(ii) the aggregate amount of such Collections allocated to Principal Receivables
and Finance Charge Receivables, respectively, in respect of each Monthly Period.
Notwithstanding anything in this Agreement to the contrary, unless otherwise
stated in any Supplement, the Servicer need not deposit this amount or any other
amounts so allocated to the Seller Interest pursuant to any Supplement into the
Collection Account and shall pay, or be deemed to pay, such amounts as collected
to the Holders of the Seller Interest.



                                       46
<PAGE>   53

                  The payments to be made to the Holders of the Seller Interest
pursuant to this Section 4.03(c) do not apply to deposits to the Collection
Account or other amounts that do not represent Collections, including payment of
the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds
from the sale, disposition or liquidation of Receivables pursuant to Section
9.02 or 12.02 or payment of the purchase price for the Certificateholders'
Interest of a specific Series pursuant to the related Supplement.

                  Section 4.04. SHARED PRINCIPAL COLLECTIONS. On each
Distribution Date, (a) the Servicer shall allocate Shared Principal Collections
to each Principal Sharing Series, pro rata, in proportion to the Principal
Shortfalls, if any, with respect to each such Series and (b) the Servicer shall
withdraw from the Collection Account or the Special Funding Account and pay to
the Holders of the Seller Interest an amount equal to the remainder, if any, of
(i) the aggregate amount for all outstanding Series of Collections of Principal
Receivables that the related Supplements or this Agreement specify are to be
treated as "SHARED PRINCIPAL COLLECTIONS" for such Distribution Date less (ii)
the aggregate amount for all outstanding Principal Sharing Series that the
related Supplements specify are "PRINCIPAL SHORTFALLS" for such Distribution
Date; provided, however, that such amounts shall be paid to the Holders of the
Seller Certificate only if the Seller Amount for such Distribution Date
(determined after giving effect to any Principal Receivables transferred to the
Trust on such date) exceeds zero; and provided further that, if, on any
Distribution Date the Seller Amount is less than or equal to the Required Seller
Amount, the Servicer will not distribute to the Holders of the Seller
Certificate any Share Principal Collections that otherwise would be distributed
to the Holders of the Seller Certificate, but shall deposit such funds in the
Special Funding Account.

                  Section 4.05. EXCESS FINANCE CHARGE COLLECTIONS. On each
Distribution Date, (a) the Servicer shall allocate Excess Finance Charge
Collections with respect to the Series in a Group to each Series in such Group,
pro rata, in proportion to the Finance Charge Shortfalls, if any, with respect
to each such Series and (b) the Servicer shall withdraw (or shall instruct the
Trustee to withdraw) from the Collection Account and pay to the Holders of the
Seller Interest an amount equal to the remainder, if any, of (i) the aggregate
amount for all outstanding Series in a Group of the amounts that the related
Supplements specify are to be treated as "EXCESS FINANCE CHARGE COLLECTIONS" for
such Distribution Date less (ii) the aggregate amount for all outstanding Series
in such Group that the related Supplements specify are "FINANCE CHARGE
SHORTFALLS" for such Distribution Date; provided, however, that the sharing of
Excess Finance Charge Collections among Series in a Group will continue only
until such time, if any, at which the Seller shall deliver to the Trustee an
Officer's Certificate to the effect that, in the reasonable belief of the
Seller, the continued sharing of Excess Finance Charge Collections among Series
in any Group would have adverse regulatory implications with respect to the
Seller. Following the delivery by the Seller of such an Officer's Certificate to
the Trustee, there will not be any further sharing of Excess Finance Charge
Collections among Series in any Group.

                  Section 4.06. ALLOCATIONS DURING FUNDING PERIOD. To the extent
that the Servicer establishes an Eligible Deposit Account as a pre-funding
account (the "PRE-FUNDING ACCOUNT") with respect to any Series, bearing a
designation indicating that the funds deposited therein are for the benefit of
such Series, during the period (the "FUNDING PERIOD"), as set forth in the
related Supplement, that the Pre-Funding Account maintains a balance, the date
upon which an increase in the Invested Amount of such Series in accordance with
the terms of such related Supplement occurs shall be treated as an Addition Date
solely for the purpose of calculating the Floating



                                       47
<PAGE>   54

Allocation Percentage and the Principal Allocation Percentage. Such Addition
Date shall be deemed to occur on the date of each such increase and the Floating
Allocation Percentage and Principal Allocation Percentage shall be calculated
accordingly.

                  Section 4.07. ALLOCATION OF RECOVERIES AND INTERCHANGE.

                  (a) On or prior to each Determination Date, the Seller shall
notify the Servicer of the amount of Interchange to be included as Collections
of Finance Charge Receivables with respect to the preceding Monthly Period,
which shall be equal to the product of (i) the amount of Interchange paid or
payable to the Seller with respect to the preceding Monthly Period, and (ii) a
fraction, the numerator of which is the total amount of purchases of merchandise
and services (net of any returns) relating to the Accounts related to the Seller
made during such Monthly Period and the denominator of which is the total amount
of purchases of merchandise and services (net of any returns) relating to all
MasterCard and VISA accounts owned by the Seller with respect to such Monthly
Period. On each Transfer Date, the Seller shall pay to the Servicer and the
Servicer shall deposit into the Collection Account, for allocation as
collections of Finance Charge Receivables in the manner provided in Article IV
(in immediately available funds) the amount of Interchange to be so included as
Collections of Finance Charge Receivables with respect to the preceding Monthly
Period.

                  (b) Until such time as the Seller notifies the Servicer that
the Seller can identify the specific Recoveries which relate to Receivables, the
Seller shall, on or prior to each Determination Date, notify the Servicer of the
amount of Recoveries related to the Seller to be allocated to the Trust and
included as Collections of Finance Charge Receivables with respect to the
preceding Monthly Period, such amount to be the total amount of recoveries of
charged-off accounts received by the Seller during the Monthly Period preceding
such Determination Date multiplied by a fraction, the numerator of which is the
amount of Receivables in the Accounts related to the Seller and the denominator
of which is the total amount of receivables in all MasterCard and VISA accounts
owned by the Seller, in each case, as of the close of business on the last
Business Day of the Monthly Period immediately preceding such Monthly Period.

                                   ARTICLE V

                          DISTRIBUTIONS AND REPORTS TO
                               CERTIFICATEHOLDERS

                  Distributions shall be made to, and reports shall be provided
to, Certificateholders as set forth in the applicable Supplement.

                                   ARTICLE VI

                                THE CERTIFICATES

                  Section 6.01. THE CERTIFICATES. The Investor Certificates of
any Series or Class may be issued in bearer form ("BEARER CERTIFICATES") with
attached interest coupons and any other applicable coupon (collectively, the
"COUPONS") or in fully registered form ("REGISTERED CERTIFICATES") and shall be
substantially in the form of the exhibits with respect thereto attached to the
applicable Supplement. The Seller may elect at any time, by written notice to
the Trustee,



                                       48
<PAGE>   55

to have its interest in the Seller Interest be (i) an uncertificated interest or
(ii) evidenced by a Seller Certificate. If the Seller elects to have its
interest in the Seller Interest be uncertificated, it shall deliver to the
Trustee for cancellation any Seller Certificate previously issued. If the Seller
elects to have its interest in the Seller Interest be evidenced by a Seller
Certificate, the Seller Certificate shall be issued pursuant hereto or to or
Section 6.10, substantially in the form of Exhibit A and shall upon issue be
executed and delivered by the Bank to the Trustee for authentication and
redelivery as provided in Sections 2.01 and 6.02. The Investor Certificates
shall, upon issue pursuant hereto or to Section 6.10, be executed and delivered
by the Bank to the Trustee for authentication and redelivery as provided in
Sections 2.01 and 6.02. Except as otherwise provided in Section 6.03 or in any
Supplement, Bearer Certificates shall be issued in minimum denominations of
$5,000 and Registered Certificates shall be issued in minimum denominations of
$1,000 and in integral multiples of $1,000 in excess thereof. If specified in
any Supplement, the Investor Certificates of any Series or Class shall be issued
upon initial issuance as a single certificate evidencing the aggregate original
principal amount of such Series or Class as described in Section 6.13. The
Seller Certificate shall initially be a single certificate and shall initially
represent the entire Seller Interest. Each Seller Certificate shall be executed
by manual or facsimile signature on behalf of the Bank by its respective Chief
Executive Officer, President or any Vice President. Certificates bearing the
manual or facsimile signature of an individual who was, at the time when such
signature was affixed, authorized to sign on behalf of a Bank shall not be
rendered invalid, notwithstanding that such individual ceased to be so
authorized prior to the authentication and delivery of such Certificates or does
not hold such office at the date of such Certificates. No Certificates shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by or on behalf of the
Trustee by the manual signature of a duly authorized signatory, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. Bearer Certificates shall be dated the Closing Date. All
Registered Certificates and the Seller Certificate shall be dated the date of
their authentication.

                  Section 6.02. AUTHENTICATION OF CERTIFICATES. The Trustee
shall authenticate and deliver the Investor Certificates of each Series and
Class that are issued upon original issuance to or upon the order of the Bank
against payment to the Bank of the purchase price therefor. The Trustee shall
authenticate and deliver the Seller Certificate to the Seller simultaneously
with its delivery of the Investor Certificates of the first Series to be issued
hereunder. If specified in the related Supplement for any Series or Class, the
Trustee shall authenticate and deliver outside the United States the Global
Certificate that is issued upon original issuance thereof.

                  Section 6.03. NEW ISSUANCES.

                  (a) The Seller may from time to time direct the Trustee, on
behalf of the Trust, to authenticate one or more new Series of Investor
Certificates. The Investor Certificates of all outstanding Series shall be
equally and ratably entitled as provided herein to the benefits of this
Agreement without preference, priority or distinction, all in accordance with
the terms and provisions of this Agreement and the applicable Supplement except,
with respect to any Series or Class, as provided in the related Supplement.



                                       49
<PAGE>   56

                  (b) On or before the Closing Date relating to any new Series,
the parties hereto will execute and deliver a Supplement that will specify the
Principal Terms of such new Series. The terms of such Supplement may modify or
amend the terms of this Agreement solely as applied to such new Series. The
obligation of the Trustee to authenticate the Investor Certificates of such new
Series and to execute and deliver the related Supplement is subject to the
satisfaction of the following conditions:

                  (i) on or before the tenth Business Day immediately preceding
         the Closing Date, the Seller shall have given the Trustee, the
         Servicer, each Rating Agency and any Series Enhancer entitled thereto
         pursuant to the relevant Supplement notice of such issuance and the
         Closing Date;

                  (ii) the Seller shall have delivered to the Trustee the
         related Supplement, in form satisfactory to the Trustee, executed by
         each party hereto other than the Trustee;

                  (iii) the Seller shall have delivered to the Trustee any
         related Enhancement Agreement executed by each of the parties thereto,
         other than the Trustee;

                  (iv) the Rating Agency Condition shall have been satisfied
         with respect to such issuance;

                  (v) the Seller shall have delivered to the Trustee and any
         Series Enhancer entitled thereto pursuant to the relevant Supplement an
         Officer's Certificate, dated the Series Issuance Date, to the effect
         that (x) the Seller reasonably believes that such issuance will not,
         based on the facts known to such officer at the time of such
         certification, then or thereafter cause a Pay Out Event to occur with
         respect to any Series and (y) the other conditions set forth in this
         Section 6.03(b) have been or will be satisfied as of the dates
         required;

                  (vi) the Seller shall have delivered to the Trustee and each
         Rating Agency a Tax Opinion, dated the Closing Date, with respect to
         such issuance;

                  (vii) the Seller Amount (excluding the interest represented by
         any Supplemental Certificate) shall not be less than the Required
         Seller Amount, in each case as of the Closing Date and after giving
         effect to such issuance; and

                  (viii) the balance of the Principal Receivables in the Trust
         as of the end of the next preceding Monthly Period shall not be less
         than the Required Principal Balance as of the Series Issuance Date
         after giving effect to such issuance.

Upon satisfaction of the above conditions, the Trustee shall execute the
Supplement and authenticate the Investor Certificates of such Series upon
execution thereof by the Seller.

                  (c) The Seller may surrender the Seller Certificate to the
Trustee in exchange for a newly issued Seller Certificate and one or more
additional certificates (each, a "SUPPLEMENTAL CERTIFICATE"), the terms of which
shall be defined in a Supplement (which Supplement shall be subject to Section
13.01(a) to the extent that it amends any of the terms of this Agreement), to be
delivered to or upon the order of the Bank (or the Holder of a



                                       50
<PAGE>   57


Supplemental Certificate, in the case of the transfer or exchange thereof, as
provided below), upon satisfaction of the following conditions:

                  (i) the Seller Amount (excluding the interest represented by
         any Supplemental Certificate) shall not be less than the Required
         Seller Amount, in each case as of the date of, and after giving effect
         to, such exchange;

                  (ii) the Rating Agency Condition shall have been satisfied
         with respect to such exchange (or transfer or exchange as provided
         below);

                  (iii) the Seller shall have delivered to the Trustee and each
         Rating Agency a Tax Opinion, dated the date of such exchange (or
         transfer or exchange as provided below), with respect thereto; and

                  (iv) the Seller shall have delivered to the Trustee an
         Officer's Certificate, dated the date of such transfer or exchange
         indicating that conditions (i), (ii) and (iii) above have been or will
         be satisfied on the dates required.

                  Any Supplemental Certificate, if applicable, may be
transferred or exchanged only upon satisfaction of the conditions set forth in
clauses (ii) and (iii) above.

                  (d) The Seller Certificate (or any interest therein) may be
transferred to a Person which is a member of the "AFFILIATED GROUP" of which
National City Corporation is the "COMMON PARENT" (as such terms are defined in
Section 1504(a) of the Code) without the consent or approval of the Holders of
the Investor Certificates, provided that the Rating Agency Condition shall have
been satisfied with respect to such transfer and the Seller shall have delivered
to the Trustee and each Rating Agency a Tax Opinion, dated the date of such
transfer, with respect thereto.

                  Section 6.04. REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES.

                  (a) The Trustee shall cause to be kept at the office or agency
to be maintained in accordance with the provisions of Section 11.16 a register
(the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as
it may prescribe, a transfer agent and registrar (which may be the Trustee) (the
"TRANSFER AGENT AND REGISTRAR") shall provide for the registration of the
Registered Certificates and of transfers and exchanges of the Registered
Certificates as herein provided. The Transfer Agent and Registrar shall
initially be the Trustee and any co-transfer agent and co-registrar chosen by
the Seller and acceptable to the Trustee, including, if and so long as any
Series or Class is listed on the Luxembourg Stock Exchange and such exchange
shall so require, a co-transfer agent and co-registrar in Luxembourg. So long as
any Investor Certificates are outstanding, the Seller shall maintain a
co-transfer agent and co-registrar in New York City. Any reference in this
Agreement to the Transfer Agent and Registrar shall include any co-transfer
agent and co-registrar unless the context requires otherwise.

                  The Trustee may revoke such appointment and remove any
Transfer Agent and Registrar if the Trustee determines in its sole discretion
that such Transfer Agent and Registrar failed to perform its obligations under
this Agreement in any material respect. Any Transfer Agent and Registrar shall
be permitted to resign as Transfer Agent and Registrar upon 30 days



                                       51
<PAGE>   58

notice to the Seller, the Trustee and the Servicer; provided, however, that such
resignation shall not be effective and such Transfer Agent and Registrar shall
continue to perform its duties as Transfer Agent and Registrar until the Trustee
has appointed a successor Transfer Agent and Registrar reasonably acceptable to
the Seller.

                  Subject to paragraph (c) below, upon surrender for
registration of transfer of any Registered Certificate at any office or agency
of the Transfer Agent and Registrar maintained for such purpose, one or more new
Registered Certificates (of the same Series and Class) in authorized
denominations of like aggregate fractional undivided interests in the
Certificateholders' Interest shall be executed, authenticated and delivered, in
the name of the designated transferee or transferees.

                  At the option of a Registered Certificateholder, Registered
Certificates (of the same Series and Class) may be exchanged for other
Registered Certificates of authorized denominations of like aggregate fractional
undivided interests in the Certificateholders' Interest, upon surrender of the
Registered Certificates to be exchanged at any such office or agency; Registered
Certificates, including Registered Certificates received in exchange for Bearer
Certificates, may not be exchanged for Bearer Certificates. At the option of the
Holder of a Bearer Certificate, subject to applicable laws and regulations,
Bearer Certificates may be exchanged for other Bearer Certificates or Registered
Certificates (of the same Series and Class) of authorized denominations of like
aggregate fractional undivided interests in the Certificateholders' Interest,
upon surrender of the Bearer Certificates to be exchanged at an office or agency
of the Transfer Agent and Registrar located outside the United States. Each
Bearer Certificate surrendered pursuant to this Section shall have attached
thereto all unmatured Coupons; provided that any Bearer Certificate, so
surrendered after the close of business on the Record Date preceding the
relevant Distribution Date after the expected final Distribution Date need not
have attached the Coupon relating to such Distribution Date (in each case, as
specified in the applicable Supplement).

                  Whenever any Investor Certificates are so surrendered for
exchange, the Seller shall execute, the Trustee shall authenticate and the
Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates,
outside the United States) the Investor Certificates that the Investor
Certificateholder making the exchange is entitled to receive. Every Investor
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in a form satisfactory
to the Trustee or the Transfer Agent and Registrar duly executed by the Investor
Certificateholder or the attorney-in-fact thereof duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Investor Certificates, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any such transfer or
exchange.

                  All Investor Certificates (together with any Coupons)
surrendered for registration of transfer and exchange or for payment shall be
canceled and disposed of in a manner satisfactory to the Trustee. The Trustee
shall cancel and destroy any Global Certificate upon its exchange in full for
Definitive Euro-Certificates and shall deliver a certificate of destruction to
the Seller. Such certificate shall also state that a certificate or certificates
of a Foreign Clearing



                                       52
<PAGE>   59

Agency to the effect referred to in Section 6.13 was received with respect to
each portion of the Global Certificate exchanged for Definitive
Euro-Certificates.

                  The Seller shall execute and deliver to the Trustee Bearer
Certificates and Registered Certificates in such amounts and at such times as
are necessary to enable the Trustee to fulfill its responsibilities under this
Agreement, each Supplement and the Certificates.

                  (b) The Transfer Agent and Registrar will maintain at its
expense in each of the Borough of Manhattan, The City of New York, and, if and
so long as any Series or Class is listed on the Luxembourg Stock Exchange,
Luxembourg, an office or agency where Investor Certificates may be surrendered
for registration of transfer or exchange (except that Bearer Certificates may
not be surrendered for exchange at any such office or agency in the United
States).

                  (c) (i) Registration of transfer of Investor Certificates
containing a legend substantially to the effect set forth on EXHIBIT E-1 shall
be effected only if such transfer (A) is made pursuant to an effective
registration statement under the Act, or is exempt from the registration
requirements under the Act, and (B) is made to a Person that is not an employee
benefit plan, trust or account, including an individual retirement account, that
is subject to ERISA or Section 4975 of the Code or an entity whose underlying
assets include plan assets of any such plan, trust or account by reason of its
investment in such entity (a "BENEFIT PLAN"). In the event that registration of
a transfer is to be made in reliance upon an exemption from the registration
requirements under the Act, the transferor or the transferee shall deliver, at
its or their expense, to the Seller, the Servicer and the Trustee, an investment
letter from the transferee, substantially in the form of the investment and
ERISA representation letter attached hereto as EXHIBIT E-2, and no registration
of transfer shall be made until such letter is so delivered.

                  Investor Certificates issued upon registration or transfer of,
or Investor Certificates issued in exchange for, Investor Certificates bearing
the legend referred to above shall also bear such legend unless the Seller, the
Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of
Counsel, satisfactory to each of them, to the effect that such legend may be
removed.

                  Whenever an Investor Certificate containing the legend
referred to above is presented to the Transfer Agent and Registrar for
registration of transfer, the Transfer Agent and Registrar shall promptly seek
instructions from the Servicer regarding such transfer and shall be entitled to
receive instructions signed by a Servicing Officer prior to registering any such
transfer. The Seller hereby agrees to indemnify severally and not jointly the
Transfer Agent and Registrar and the Trustee and to hold each of them harmless
against any loss, liability or expense incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
them in relation to any such instructions furnished pursuant to this clause (i).

                  (ii) Registration of transfer of Investor Certificates
containing a legend to the effect set forth on EXHIBIT E-3 shall be effected
only if such transfer is made to a Person that is not a Benefit Plan. By
accepting and holding any such Investor Certificate, an Investor
Certificateholder shall be deemed to have represented and warranted that it is
not a Benefit Plan. By acquiring any interest in a Book-Entry Certificate that
contains such legend, a Certificate Owner shall be deemed to have represented
and warranted that it is not a Benefit Plan.



                                       53
<PAGE>   60

                  (iii) If so requested by the Seller, the Trustee will make
available to any prospective purchaser of Investor Certificates who so requests,
a copy of a letter provided to the Trustee by or on behalf of the Seller
relating to the transferability of any Series or Class to a Benefit Plan.

                  Section 6.05. MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES. If (a) any mutilated Certificate (together, in the case of Bearer
Certificates, with all unmatured Coupons (if any) appertaining thereto) is
surrendered to the Transfer Agent and Registrar, or the Transfer Agent and
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Transfer Agent and
Registrar and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Trustee
that such Certificate has been acquired by a bona fide purchaser, the Seller
shall execute, the Trustee shall authenticate and the Transfer Agent and
Registrar shall deliver (in the case of Bearer Certificates, outside the United
States), in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and aggregate fractional
undivided interest. In connection with the issuance of any new Certificate under
this Section, the Trustee or the Transfer Agent and Registrar may require the
payment by the Certificateholder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and Transfer Agent and
Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

                  Section 6.06. PERSONS DEEMED OWNERS. The Trustee, the Paying
Agent, the Transfer Agent and Registrar and any agent of any of these may (a)
prior to due presentation of a Registered Certificate for registration of
transfer, treat the Person in whose name any Registered Certificate is
registered as the owner of such Registered Certificate for the purpose of
receiving distributions pursuant to the terms of the applicable Supplement and
for all other purposes whatsoever, and (b) treat the bearer of a Bearer
Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the
purpose of receiving distributions pursuant to the terms of the applicable
Supplement and for all other purposes whatsoever; and, in any such case, neither
the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of
any of these shall be affected by any notice to the contrary. Notwithstanding
the foregoing, in determining whether the Holders of the requisite Investor
Certificates have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Certificates owned by the Seller, the Servicer, any
other Holders of the Seller Interest, the Trustee or any Affiliate thereof,
shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Certificates that the Trustee actually knows to be so owned shall be so
disregarded. Certificates so owned that have been pledged in good faith shall
not be disregarded and may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Certificates and that the pledgee is not the Seller, the Servicer, any
other Holders of the Seller Interest or any Affiliate thereof.

                  Section 6.07. APPOINTMENT OF PAYING AGENT. The Paying Agent
shall make distributions to Investor Certificateholders from the Collection
Account or any applicable Series Account pursuant to the provisions of the
applicable Supplement and shall report the amounts of



                                       54
<PAGE>   61

such distributions to the Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Collection Account or any applicable Series
Account for the purpose of making the distributions referred to above. The
Trustee may revoke such power and remove the Paying Agent if the Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement or any Supplement in any material
respect. The Paying Agent shall initially be The Bank of New York and any
co-paying agent chosen by the Seller and acceptable to the Trustee, including,
if and so long as any Series or Class is listed on the Luxembourg Stock Exchange
and such exchange so requires, a co-paying agent in Luxembourg or another
western European city. Any Paying Agent shall be permitted to resign as Paying
Agent upon 30 days notice to the Trustee. In the event that any Paying Agent
shall resign, the Trustee shall appoint a successor to act as Paying Agent. The
Trustee shall cause each successor or additional Paying Agent to execute and
deliver to the Trustee an instrument in which such successor or additional
Paying Agent shall agree with the Trustee that it will hold all sums, if any,
held by it for payment to the Investor Certificateholders in trust for the
benefit of the Investor Certificateholders entitled thereto until such sums
shall be paid to such Investor Certificateholders. The Paying Agent shall return
all unclaimed funds to the Trustee and upon removal shall also return all funds
in its possession to the Trustee. The provisions of Sections 11.01, 11.02, 11.03
and 11.05 shall apply to the Trustee also in its role as Paying Agent, for so
long as the Trustee shall act as Paying Agent. Any reference in this Agreement
to the Paying Agent shall include any co-paying agent unless the context
requires otherwise.

                  Section 6.08. ACCESS TO LIST OF REGISTERED CERTIFICATEHOLDERS'
NAMES AND ADDRESSES. The Trustee will furnish or cause to be furnished by the
Transfer Agent and Registrar to the Servicer or the Paying Agent, within five
Business Days after receipt by the Trustee of a request therefor, a list in such
form as the Servicer or the Paying Agent may reasonably require, of the names
and addresses of the Registered Certificateholders. If any Holder or group of
Holders of Investor Certificates of any Series or all outstanding Series, as the
case may be, evidencing not less than 10% of the aggregate unpaid principal
amount of such Series or all outstanding Series, as applicable (the
"APPLICANTS"), apply to the Trustee, and such application states that the
Applicants desire to communicate with other Investor Certificateholders with
respect to their rights under this Agreement or any Supplement or under the
Investor Certificates and is accompanied by a copy of the communication that
such Applicants propose to transmit, then the Trustee, after having been
adequately indemnified by such Applicants for its costs and expenses shall
afford or shall cause the Transfer agent and Registrar to afford such Applicants
access during normal business hours to the most recent list of Registered
Certificateholders of such Series or all outstanding Series, as applicable, held
by the Trustee, within five Business Days after the receipt of such application.
Such list shall be as of a date no more than 45 days prior to the date of
receipt of such Applicants' request.

                  Every Registered Certificateholder, by receiving and holding a
Registered Certificate, agrees with the Trustee that neither the Trustee, the
Transfer Agent and Registrar, nor any of their respective agents, shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Registered Certificateholders hereunder, regardless of the
sources from which such information was derived.



                                       55
<PAGE>   62

                  Section 6.09. AUTHENTICATING AGENT.

                  (a) The Trustee may appoint one or more authenticating agents
with respect to the Certificates which shall be authorized to act on behalf of
the Trustee in authenticating the Certificates in connection with the issuance,
delivery, registration of transfer, exchange or repayment of the Certificates.
Whenever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by
an authenticating agent and certificate of authentication executed on behalf of
the Trustee by an authenticating agent. Each authenticating agent must be
acceptable to the Seller and the Servicer.

                  (b) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an authenticating agent
without the execution or filing of any power or any further act on the part of
the Trustee or such authenticating agent. An authenticating agent may at any
time resign by giving notice of resignation to the Trustee and to the Seller.
The Trustee may at any time terminate the agency of an authenticating agent by
giving notice of termination to such authenticating agent and to the Seller.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time an authenticating agent shall cease to be acceptable to the
Trustee or the Seller, the Trustee promptly may appoint a successor
authenticating agent. Any successor authenticating agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
authenticating agent. No successor authenticating agent shall be appointed
unless such successor is acceptable to the Trustee and the Seller. The Seller
agree to pay to each authenticating agent from time to time reasonable
compensation for its services under this Section. The provisions of Sections
11.01, 11.02 and 11.03 shall be applicable to any authenticating agent.

                  (c) Pursuant to an appointment made under this Section, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

                  This is one of the Certificates described in the Pooling and
Servicing Agreement.

                                                ------------------------------

                                                ------------------------------
                                                as Authenticating Agent
                                                    for the Trustee,




                                                By:
                                                   ---------------------------
                                                   Authorized Officer

                  Section 6.10. BOOK-ENTRY CERTIFICATES. Unless otherwise
specified in the related Supplement for any Series or Class, the Investor
Certificates, upon original issuance, shall be issued in the form of one or more
typewritten Investor Certificates representing the Book-Entry Certificates, to
be delivered to the Clearing Agency, by, or on behalf of, the Seller. The
Investor



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<PAGE>   63

Certificates shall initially be registered on the Certificate Register in the
name of the Clearing Agency or its nominee, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Investor Certificates, except as provided in Section 6.12. Unless and
until definitive, fully registered Investor Certificates ("DEFINITIVE
CERTIFICATES") have been issued to the applicable Certificate Owners pursuant to
Section 6.12 or as otherwise specified in any such Supplement:

                  (a) the provisions of this Section shall be in full force and
effect;

                  (b) the Seller, the Servicer and the Trustee may deal with the
Clearing Agency and the Clearing Agency Participants for all purposes (including
the making of distributions) as the authorized representatives of the respective
Certificate Owners;

                  (c) to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control; and

                  (d) the rights of the respective Certificate Owners shall be
exercised only through the Clearing Agency and the Clearing Agency Participants
and shall be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency or the Clearing Agency Participants.
Pursuant to the Depository Agreement, unless and until Definitive Certificates
are issued pursuant to Section 6.12, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the related Investor Certificates to
such Clearing Agency Participants.

                  For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Investor
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of Investor Certificates, such direction or consent may be
given by Certificate Owners (acting through the Clearing Agency and the Clearing
Agency Participants) owning Investor Certificates evidencing the requisite
percentage of principal amount of Investor Certificates.

                  Section 6.11. NOTICES TO CLEARING AGENCY. Whenever any notice
or other communication is required to be given to Investor Certificateholders of
any Series or Class with respect to which Book-Entry Certificates have been
issued, unless and until Definitive Certificate shall have been issued to the
related Certificate Owners, the Trustee shall give all such notices and
communications to the applicable Clearing Agency.

                  Section 6.12. DEFINITIVE CERTIFICATES. If Book-Entry
Certificates have been issued with respect to any Series or Class and (a) the
Seller advises the Trustee that the Clearing Agency is no longer willing or able
to discharge properly its responsibilities under the Depository Agreement with
respect to such Series or Class and the Trustee or the Seller is unable to
locate a qualified successor, (b) the Seller, at its option, advises the Trustee
that it elects to terminate the book-entry system with respect to such Series or
Class through the Clearing Agency or (c) after the occurrence of a Servicer
Default, Certificate Owners of such Series or Class evidencing not less than 50%
of the aggregate unpaid principal amount of such Series or Class advise the
Trustee and the Clearing Agency through the Clearing Agency Participants that
the continuation of a book-entry system with respect to the Investor
Certificates of such Series or Class through the Clearing Agency is no longer in
the best interests of the Certificate Owners



                                       57
<PAGE>   64

with respect to such Certificates, then the Trustee shall notify all Certificate
Owners of such Certificates, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of any such
Certificates by the Clearing Agency, accompanied by registration instructions
from the Clearing Agency for registration, the Bank shall execute and the
Trustee shall authenticate and deliver such Definitive Certificates. Neither the
Seller nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of such Definitive Certificates all
references herein to obligations imposed upon or to be performed by the Clearing
Agency shall be deemed to be imposed upon and performed by the Trustee, to the
extent applicable with respect to such Definitive Certificates and the Trustee
shall recognize the Holders of such Definitive Certificates as Investor
Certificateholders hereunder.

                  Section 6.13. GLOBAL CERTIFICATE. If specified in the related
Supplement for any Series or Class, the Investor Certificates for such Series or
Class will initially be issued in the form of a single temporary global
Certificate (the "GLOBAL CERTIFICATE") in bearer form, without interest coupons,
in the denomination of the aggregate principal amount of such Series or Class
and substantially in the form set forth in the exhibit with respect thereto
attached to the related Supplement. The Global Certificate will be executed by
the Bank and authenticated by the Trustee upon the same conditions, in
substantially the same manner and with the same effect as the Definitive
Certificates. The Global Certificate may be exchanged for Bearer or Registered
Certificates in definitive form (the "DEFINITIVE EURO-CERTIFICATES") pursuant to
the terms of any applicable Supplement.

                  Section 6.14. MEETINGS OF CERTIFICATEHOLDERS. To the extent
provided by the related Supplement for any Series or Class issued in whole or in
part as Bearer Certificates, the Servicer or the Trustee may at any time call a
meeting of the Investor Certificateholders of such Series or Class, to be held
at such time and at such place as the Servicer or the Trustee, as the case may
be, shall determine, for the purpose of approving a modification of or amendment
to, or obtaining a waiver of, any covenant or condition set forth in this
Agreement with respect to such Series or Class or in the Investor Certificates
of such Series or Class, subject to Section 13.05 of the Agreement.

                  Section 6.15. UNCERTIFICATED CLASSES. Notwithstanding anything
to the contrary contained in this Article VI or in Article XI, unless otherwise
specified in any Supplement, any provisions contained in this Article VI and in
Article XI relating to the registration, form, execution, authentication,
delivery, presentation, cancellation and surrender of Certificates shall not be
applicable to any uncertificated Certificates.




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<PAGE>   65

                                  ARTICLE VII

                      OTHER MATTERS RELATING TO THE SELLER

                  Section 7.01. LIABILITY OF THE SELLER. The Seller shall be
liable in all respects for the obligations, covenants, representations and
warranties of the Seller arising under or related to this Agreement or any
Supplement. The Seller shall be liable only to the extent of the obligations
specifically undertaken by it in its capacity as a Seller.

                  Section 7.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SELLER.

                  (a) The Seller shall not consolidate with or merge into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person unless:

                  (i) (A) the entity formed by such consolidation or into which
         the Seller is merged or the Person that acquires by conveyance or
         transfer the properties and assets of the Seller substantially as an
         entirety shall be, if the Seller is not the surviving entity, a
         corporation organized and existing under the law of the United States
         or any state or the District of Columbia, or shall be a national
         banking association, a state chartered bank, a savings and loan
         association, a federal savings bank or other entity that is not
         eligible to be a debtor under Title 11 of the United States Code and,
         if the Seller is not the surviving entity, such corporation shall
         expressly assume, by an agreement supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the
         performance of every covenant and obligation of the Seller hereunder,
         including its obligations under Section 7.04; and (B) the Seller has
         delivered to the Trustee an Officer's Certificate and an Opinion of
         Counsel each stating that such consolidation, merger, conveyance or
         transfer and such supplemental agreement comply with this Section, that
         such supplemental agreement is a valid and binding obligation of such
         surviving entity enforceable against such surviving entity in
         accordance with its terms, except as such enforceability may be limited
         by applicable bankruptcy, insolvency, reorganization, moratorium or
         other similar laws affecting creditors' rights generally or creditors
         of national banking associations, from time to time, in effect and
         except as such enforceability may be limited by general principles of
         equity (whether considered in a suit at law or in equity), and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with;

                  (ii) the Rating Agency Condition shall have been satisfied
         with respect to such consolidation, merger, conveyance or transfer,
         unless such transaction results in the Seller being a person that is or
         would have been an Affiliate of the predecessor Seller; and

                  (iii) the Seller shall have delivered to the Trustee and each
         Rating Agency a Tax Opinion, dated the date of such consolidation,
         merger, conveyance or transfer, with respect thereto.

                  (b) The obligations of Seller hereunder shall not be
assignable, nor shall any Person succeed to the obligations of the Seller
hereunder, except in each case in accordance with (i) the provisions of the
foregoing paragraph, (ii) Section 7.05, (iii) Section 2.12 or (iv)



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<PAGE>   66

conveyances, mergers, consolidations, assumptions, sales or transfers to other
entities (A) for which the Seller delivers a Officer's Certificate to the
Trustee indicating that the Seller reasonably believes that such action will not
adversely affect in any material respect the interests of any Investor
Certificateholder, (B) which meet the requirements of clause (iii) of the
preceding paragraph and (C) for which such purchaser, transferee, pledgee or
entity shall expressly assume, in an agreement supplemental hereto, executed and
delivered to the Trustee in writing in form satisfactory to the Trustee, the
performance of every covenant and obligation of the Seller thereby conveyed.

                  Section 7.03. LIMITATIONS ON LIABILITY OF THE SELLER. Subject
to Sections 7.01 and 7.04, neither the Seller, nor any of the directors,
officers, employees or agents of the Seller acting in such capacities shall be
under any liability to the Trust, the Trustee, the Certificateholders, any
Series Enhancer or any other Person for any action taken or for refraining from
the taking of any action in good faith in their capacities as a Seller pursuant
to this Agreement; provided, however, that this provision shall not protect the
Seller or any such Person against any liability that would otherwise be imposed
by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Seller and any director, officer, employee or agent of the
Seller may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person (other than the Seller) respecting any
matters arising hereunder.

                  Section 7.04. LIABILITIES. So long as Series 1995-1 is
outstanding, notwithstanding any provisions of this Agreement (including
Sections 7.03, 8.03, 8.04 and 11.11), the Seller and each holder of the Seller
Interest agree to be liable, directly to the injured party, for the entire
amount of any losses, claims, damages or liabilities (other than those incurred
by an Investor Certificateholder in the capacity of an investor in the Investor
Certificates) arising out of or based on each of the arrangement created by this
Agreement and the actions of the Servicer taken pursuant hereto (to the extent
Trust Assets remaining after the Investor Certificateholders and Series
Enhancers have been paid in full are insufficient to pay any such losses,
claims, damages or liabilities) as though this Agreement created a partnership
under the New York Uniform Partnership Act in which the Seller and such holders
were general partners. In the event of the appointment of a Successor Servicer,
the Successor Servicer will (from its own assets and not from the assets of the
Trust) indemnify and hold harmless the Seller and such holders against and from
any losses, claims, damages and liabilities of the Seller and such holders as
described in this Section arising from the actions or omissions of such
Successor Servicer.

                  Section 7.05. ASSUMPTION OF THE SELLER'S OBLIGATIONS.
Notwithstanding the provisions of Section 7.02, the Seller may assign, convey
and transfer its consumer revolving credit card accounts and the receivables
arising thereunder, which may include all, but not less than all, of the
Accounts and the Seller's remaining interest in the Receivables arising
thereunder, its interest in the Participation Interests and its Seller Interest
(collectively, the "ASSIGNED ASSETS"), together with all servicing functions and
other obligations under this Agreement or relating to the transactions
contemplated hereby (collectively, the "ASSUMED OBLIGATIONS"), to another entity
(the "ASSUMING ENTITY"), which may be an entity that is not affiliated with the
Seller, and the Seller may assign, convey and transfer the Assigned Assets and
the Assumed Obligations to the Assuming Entity, without the consent or approval
of the Holders of the Certificates, upon satisfaction of the following
conditions:



                                       60
<PAGE>   67

                  (a) the Assuming Entity, the Seller and the Trustee shall have
         entered into an assumption agreement (the "ASSUMPTION AGREEMENT")
         providing for the Assuming Entity to assume the Assumed Obligations,
         including the obligation under this Agreement to transfer the
         Receivables arising under the Accounts to the Trust, and the
         substitutions of the Assuming Entity for purposes of Sections 7.04,
         9.01 and 9.02 hereof, and the Seller shall have delivered to the
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such transfer and assumption comply with this Section, that such
         Assumption Agreement is a valid and binding obligation of such Assuming
         Entity enforceable against such Assuming Entity in accordance with its
         terms, except as such enforceability may be limited by applicable
         bankruptcy, insolvency, reorganization, moratorium, receivership,
         conservatorship or other similar laws affecting creditors' rights
         generally or creditors of national banking associations, from time to
         time, in effect and except as such enforceability may be limited by
         general principles of equity (whether considered in a suit at law or in
         equity), and that all conditions precedent herein provided for relating
         to such transaction have been complied with;

                  (b) each Series Enhancer, if any, shall have consented to such
         transfer and assumption;

                  (c) the Seller or the Assuming Entity shall have delivered to
         the Trustee copies of UCC-1 financing statements covering such Accounts
         to perfect the Trust's interest in the Receivables arising herein;

                  (d) the Seller shall have received written notice that the
         Rating Agency Condition has been satisfied with respect to such
         transfer and assumption and shall have delivered copies of each such
         written notice to the Servicer and the Trustee;

                  (e) the Trustee shall have received an Opinion of Counsel with
         respect to clause (c) above and as to certain other matters specified
         in EXHIBIT H-2; and

                  (f) the Trustee shall have received a Tax Opinion.

                  Upon any such transfer to and assumption by an Assuming
Entity, the Seller shall surrender the Seller Certificate, if applicable, to the
Transfer Agent and Registrar for registration of transfer and the Transfer Agent
and Registrar shall issue a new Seller Certificate in the name of the Assuming
Entity and any non-assigning Seller. Notwithstanding such assumption, the
assigning Seller shall continue to be liable for all representations and
warranties and covenants made by it and all obligations performed or to be
performed by it in its capacity as Seller prior to such transfer.

                  Notwithstanding the provisions of this Section 7.05 to the
contrary, the Seller may transfer, from time to time, Assigned Assets to any
other Seller upon the satisfaction of subsections (a) and (c), above. The Seller
shall promptly provide notice to each Rating Agency indicating the occurrence of
any such transfer.



                                       61
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                                  ARTICLE VIII

                     OTHER MATTERS RELATING TO THE SERVICER

                  Section 8.01. LIABILITY OF THE SERVICER. The Servicer shall be
liable under this Article only to the extent of the obligations specifically
undertaken by the Servicer in its capacity as Servicer.

                  Section 8.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SERVICER. The Servicer shall not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

                  (a) (i) the entity formed by such consolidation or into which
         the Servicer is merged or the Person that acquires by conveyance or
         transfer the properties and assets of the Servicer substantially as an
         entirety shall be, if the Servicer is not the surviving entity, a
         corporation organized and existing under the laws of the United States
         or any state or the District of Columbia, or shall be a national
         banking association, a state chartered bank, a savings and loan
         association, a federal savings bank or other entity that is not
         eligible to be a debtor under Title 11 of the United States Code, and,
         if the Servicer is not the surviving entity, such corporation shall
         expressly assume, by an agreement supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the
         performance of every covenant and obligation of the Servicer hereunder;
         and

                  (ii) the Servicer has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         agreement comply with this Section, that such supplemental agreement is
         a valid and binding obligation of such surviving entity enforceable
         against such surviving entity in accordance with its terms, except as
         such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         creditors' rights generally or of creditors of national banking
         associations, from time to time, in effect and except as such
         enforceability may be limited by general principles of equity (whether
         considered in a suit at law or in equity), and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with;

                  (b) the Rating Agency Condition shall have been satisfied with
respect to such assignment and succession, unless such transaction results in
the Seller being a person that is or would have been an Affiliate of the
predecessor Seller; and

                  (c) the entity formed by such consolidation or into which the
Servicer is merged or the Person that acquired by conveyance or transfer the
properties and assets of the Servicer substantially as an entirety shall be an
Eligible Servicer.

                  Section 8.03. LIMITATION ON LIABILITY OF THE SERVICER AND
OTHERS. Except as provided in Sections 8.04 and 11.05, neither the Servicer nor
any of the directors, officers, employees or agents of the Servicer in its
capacity as Servicer shall be under any liability to the Trust, the Trustee, the
Certificateholders, any Series Enhancers or any other person for any action
taken or for refraining from the taking of any action in good faith in its
capacity as



                                       62
<PAGE>   69

Servicer pursuant to this Agreement; provided, however, that this provision
shall not protect the Servicer or any such Person against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Servicer and any director, officer,
employee or agent of the Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person (other than the
Servicer) respecting any matters arising hereunder. The Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its duties as Servicer in accordance with this Agreement and
that, in its reasonable judgment, may involve it in any expense or liability.
The Servicer may, in its sole discretion, undertake any such legal action that
it may deem necessary or desirable for the benefit of the Certificateholders
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder.

                  Section 8.04. SERVICER INDEMNIFICATION OF THE TRUST AND THE
TRUSTEE. The Servicer shall indemnify and hold harmless the Trust and the
Trustee and its officers, directors, employees and agents, from and against any
loss, liability, expense, damage or injury suffered or sustained by reason of
any acts or omissions of the Servicer with respect to the Trust pursuant to this
Agreement, including any judgment, award, settlement, reasonable attorneys' fees
and other costs or expenses incurred in connection with the defense of any
action, proceeding or claim; provided, however, that the Servicer shall not
indemnify the Trustee if such acts, omissions or alleged acts or omissions
constitute or are caused by fraud, negligence, or willful misconduct by the
Trustee; provided further, that the Servicer shall not indemnify the Trust, the
Investor Certificateholders or the Certificate Owners for any liabilities, costs
or expenses of the Trust with respect to any action taken by the Trustee at the
request of the Investor Certificateholders; provided further, that the Servicer
shall not indemnify the Trust, the Investor Certificateholders or the
Certificate Owners as to any losses, claims or damages incurred by any of them
in their capacities as investors, including without limitation, losses incurred
as a result of Defaulted Receivables; and provided further, that the Servicer
shall not indemnify the Trust, the Investor Certificateholders or the
Certificate Owners for any liabilities, costs or expenses of the Trust, the
Investor Certificateholders or the Certificate Owners arising under any tax law,
including without limitation, any federal, state, local or foreign income or
franchise taxes or any other tax imposed on or measured by income (or any
interest or penalties with respect thereto or arising from a failure to comply
therewith) required to be paid by the Trust, the Investor Certificateholders or
the Certificate Owners in connection herewith to any taxing authority.
Indemnification pursuant to this Section shall not be payable from the Trust
Assets. The provisions of this indemnity shall run directly to and be
enforceable by an injured party subject to the limitations hereof. If the
Trustee is appointed Successor Servicer pursuant to Section 10.02, the Seller
shall indemnify the Trustee and each reference to "Servicer" in this Section
8.04 shall, solely for the purpose of indemnifying the Trustee and its officers,
directors, employees and agents, be deemed to refer to the Seller.

                  Section 8.05. THE SERVICER NOT TO RESIGN. The Servicer shall
not resign from the obligations and duties hereby imposed on it except upon
determination that (i) the performance of its duties hereunder is no longer
permissible under Requirements of Law (other than the charter and by-laws of the
Servicer) and (ii) there is no reasonable action that the Servicer could take to
make the performance of its duties hereunder permissible under such Requirements
of Law. Any determination permitting the resignation of the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
resignation shall



                                       63
<PAGE>   70

become effective until the Trustee or a Successor Servicer shall have assumed
the responsibilities and obligations of the Servicer in accordance with Section
10.02. If within 120 days of the date of the determination that the Servicer may
no longer act as Servicer, and if the Trustee is unable to appoint a Successor
Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the
foregoing, the Trustee shall, if it is legally unable so to act, petition a
court of competent jurisdiction to appoint any established institution having a
net worth of not less than $50,000,000 and whose regular business includes the
servicing of MasterCard and VISA credit card accounts as the Successor Servicer
hereunder. The Trustee shall give prompt notice to each Rating Agency and each
Series Enhancer entitled thereto under the terms of the applicable Supplement
upon the appointment of a Successor Servicer.

                  Section 8.06. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE RECEIVABLES. The Servicer shall provide to the Trustee access to
the documentation regarding the Accounts and the Receivables in such cases where
the Trustee is required in connection with the enforcement of the rights of
Certificateholders or by applicable statutes or regulations to review such
documentation, such access being afforded without charge but only (a) upon
reasonable request, (b) during normal business hours, (c) subject to the
Servicer's normal security and confidentiality procedures and (d) at reasonably
accessible offices in the continental United States designated by the Servicer.
Nothing in this Section shall derogate from the obligation of the Seller, the
Trustee and the Servicer to observe any applicable law prohibiting disclosure of
information regarding the Obligors and the failure of the Servicer to provide
access as provided in this Section as a result of such obligation shall not
constitute a breach of this Section.

                  Section 8.07. DELEGATION OF DUTIES. In the ordinary course of
business, the Servicer may at any time delegate any and all duties hereunder to
any Person who agrees to conduct such duties in accordance with the Credit Card
Guidelines and this Agreement; provided, however, in the case of significant
delegation to a Person other than (i) any Affiliate of the Seller, (ii) First
Data Corporation or (iii) a depository institution for purposes of establishing
a "lock-box" account (a "LOCKBOX INSTITUTION"), (a) at least 30 days prior
written notice shall be given to the Trustee, each Rating Agency and each Series
Enhancer entitled thereto pursuant to the relevant Supplement, of such
delegation and (b) at or prior to the end of such 30-day period the Servicer
shall not have received a notice in writing from a Rating Agency that such
delegation will result in the lowering or withdrawal of its then existing rating
of the Investor Certificates of any Series. Any such delegation shall not
relieve the Servicer of its liability and responsibility with respect to such
duties, and shall not constitute a resignation within the meaning of Section
8.05 hereof.

                  Section 8.08. EXAMINATION OF RECORDS. The Seller and the
Servicer shall clearly and unambiguously indicate in their computer files or
other records that the Receivables arising in the Accounts have been conveyed to
the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit
of the Certificateholders. The Seller and the Servicer shall, prior to the sale
or transfer to a third party of any receivable held in its custody, examine its
computer and other records to determine that such receivable is not a
Receivable.



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                                   ARTICLE IX

                                 PAY OUT EVENTS

                  Section 9.01. PAY OUT EVENTS. If any one of the following
events (each, a "PAY OUT EVENT") shall occur with respect to any Series:

                  (a) the Seller (including any Sellers designated pursuant to
Section 2.12) or any other Holder of the Seller Interest shall consent to the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Seller or the Holder or of or relating to all
or substantially all of its property, or a decree or order of a court or agency
or supervisory authority having jurisdiction in the premises for the appointment
of a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Seller or such Holder; or the Seller (including any Sellers designated pursuant
to Section 2.12) or other Holder of the Seller Interest shall admit in writing
its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make any
assignment for the benefit of its creditors or voluntarily suspend payment of
its obligations (any such event, an "INSOLVENCY EVENT");

                  (b) the Trust shall become an "investment company" within the
meaning of the Investment Company Act; or

                  (c) a Transfer Restriction Event shall occur;

                  then, in the case of any such event, a Pay Out Event shall
occur with respect to such Series without any notice or other action on the part
of the Trustee or the Investor Certificateholders, immediately upon the
occurrence of such event.

                  Section 9.02. ADDITIONAL RIGHTS UPON THE OCCURRENCE OF CERTAIN
EVENTS.

                  (a) So long as Series 1995-1 is outstanding, if an Insolvency
Event occurs, the Seller shall, on the day any such Insolvency Event occurs (the
"APPOINTMENT DATE"), immediately cease to transfer Principal Receivables to the
Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any
cessation of the transfer to the Trust of additional Principal Receivables,
Principal Receivables transferred to the Trust prior to the occurrence of such
Insolvency Event and Collections in respect of such Principal Receivables, and
Finance Charge Receivables whenever created, accrued in respect of such
Principal Receivables, shall continue to be a part of the Trust. Upon the
Appointment Date the Trust shall dissolve and terminate, subject to the
liquidation, winding up and dissolution procedures described below. Within 15
days of the Appointment Date, the Trustee shall (i) publish a notice in an
Authorized Newspaper that an Insolvency Event has occurred and that the Trustee
intends to sell, dispose of or otherwise liquidate the Receivables on
commercially reasonable terms and in a commercially reasonably manner and (ii)
give notice to Investor Certificateholders and each Series Enhancer or other
Person entitled thereto pursuant to the relevant Supplement describing the
provisions of this Section and requesting instructions from such Holders. Unless
the Trustee shall have received instructions, within 90 days from the date
notice pursuant to clause (i) above is first



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published, from (A) Holders of Investor Certificates evidencing more than 50% of
the aggregate unpaid principal amount of each Series or, with respect to any
Series with two or more Classes, of each Class; (B) to the extent provided in
the relevant Supplement, the Series Enhancer with respect to such Series; and
(C) the Seller, Holder of a Supplemental Certificate or Holder of any other
interest in the Seller Interest not causing such Insolvency Event (including any
permitted assignee or successor under Section 7.02), to the effect that such
Persons disapprove of the liquidation of the Receivables and wish to continue
having Principal Receivables transferred to the Trust as before such Insolvency
Event and to reconstitute the Trust pursuant to the terms of this Agreement, the
Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables
in a commercially reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids. The Trustee may obtain a
prior determination from any such conservator, receiver or liquidator that the
terms and manner of any proposed sale, disposition or liquidation are
commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be
deemed to be mutually exclusive.

                  (b) Once Series 1995-1 is no longer outstanding, if an
Insolvency Event occurs with respect to the Seller, the Seller shall on the date
of such Insolvency Event promptly give notice to the Trustee thereof and shall
immediately cease to transfer Principal Receivables to the Trust.
Notwithstanding any cessation of the transfer to the Trust of additional
Principal Receivables, Principal Receivables transferred to the Trust prior to
the occurrence of such Insolvency Event and Collections in respect of such
Principal Receivables and Finance Charge Receivables, whenever created, accrued
in respect of such Principal Receivables and Finance Charge Receivables,
whenever created, accrued in respect to such Principal Receivables shall
continue to be a part of the Trust, and shall continue to be allocated and paid
in accordance with Article IV.

                  (c) The proceeds from the sale, disposition or liquidation of
the Receivables and any Participation Interests pursuant to paragraph (a)
("INSOLVENCY PROCEEDS") shall be immediately deposited in the Collection
Account. Insolvency Proceeds shall be allocated to Finance Charge Receivables
and Principal Receivables in the same proportion such Receivables bore to one
another on the prior Determination Date, although the Trustee shall determine
conclusively the amount of the Insolvency Proceeds that are deemed to be Finance
Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be
allocated and distributed to Investor Certificateholders in accordance with
Article IV and the terms of each Supplement.

                                   ARTICLE X

                                SERVICER DEFAULTS

                  Section 10.01. SERVICER DEFAULTS. If any one of the following
events (a "SERVICER DEFAULT") shall occur and be continuing:

                  (a) any failure by the Servicer to make any payment, transfer
         or deposit or to give instructions or notice to the Trustee pursuant to
         the terms of this Agreement or any Supplement on or before the date
         occurring five Business Days after the date such payment, transfer or
         deposit or such instruction or notice is required to be made or given,
         as the case may be, under the terms of this Agreement or any
         Supplement;



                                       66
<PAGE>   73

                  (b) any failure on the part of the Servicer to duly observe or
         perform in any material respect any other covenants or agreements of
         the Servicer set forth in this Agreement or any Supplement which
         failure has a material adverse effect on the interests hereunder of the
         Investor Certificateholders of any Series or Class (which determination
         shall be made without regard to whether funds are then available
         pursuant to any Series Enhancement) and which continues unremedied for
         a period of 60 days after the date on which written notice of such
         failure, requiring the same to be remedied, shall have been given to
         the Servicer by the Trustee, or to the Servicer and the Trustee by
         Holders of Investor Certificates evidencing not less than 10% of the
         aggregate unpaid principal amount of all Investor Certificates (or,
         with respect to any such failure that does not relate to all Series,
         10% of the aggregate unpaid principal amount of all Series to which
         such failure relates); or the Servicer shall delegate its duties under
         this Agreement, except as permitted by Sections 8.02 and 8.07, a
         Responsible Officer of the Trustee has actual knowledge of such
         delegation and such delegation continues unremedied for 15 days after
         the date on which written notice thereof, requiring the same to be
         remedied, shall have been given to the Servicer by the Trustee, or to
         the Servicer and the Trustee by Holders of Investor Certificates
         evidencing not less than 10% of the aggregate unpaid principal amount
         of all Investor Certificates;

                  (c) any representation, warranty or certification made by the
         Servicer in this Agreement or any Supplement or in any certificate
         delivered pursuant to this Agreement or any Supplement shall prove to
         have been incorrect when made, which has a material adverse effect on
         the rights of the Investor Certificateholders of any Series or Class
         (which determination shall be made without regard to whether funds are
         then available pursuant to any Series Enhancement) and which continues
         to be incorrect in any material respect for a period of 60 days after
         the date on which written notice of such failure, requiring the same to
         be remedied, shall have been given to the Servicer by the Trustee, or
         to the Servicer and the Trustee by the Holders of Investor Certificates
         evidencing not less than 10% of the aggregate unpaid principal amount
         of all Investor Certificates (or, with respect to any such
         representation, warranty or certification that does not relate to all
         Series, 10% of the aggregate unpaid principal amount of all Series to
         which such representation, warranty or certification relates); or

                  (d) the Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceedings
         of or relating to the Servicer or of or relating to all or
         substantially all of its property, or a decree or order of a court or
         agency or supervisory authority having jurisdiction in the premises for
         the appointment of a conservator or receiver or liquidator in any
         insolvency, readjustment of debt, marshalling of assets and liabilities
         or similar proceedings, or for the winding-up or liquidation of its
         affairs, shall have been entered against the Servicer, and such decree
         or order shall have remained in force undischarged or unstayed for a
         period of 60 days; or the Servicer shall admit in writing its inability
         to pay its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or reorganization statute, make
         any assignment for the benefit of its creditors or voluntarily suspend
         payment of its obligations;

then, in the event of any Servicer Default, so long as the Servicer Default
shall not have been remedied, either the Trustee or the Holders of Investor
Certificates evidencing more than 50% of



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<PAGE>   74

the aggregate unpaid principal amount of all Investor Certificates, by notice
given to the Servicer (and to the Trustee and any Series Enhancer entitled
thereto pursuant to the relevant Supplement if given by the Investor
Certificateholders) (a "TERMINATION NOTICE"), may terminate all but not less
than all the rights and obligations of the Servicer as Servicer under this
Agreement and in and to the Receivables and the proceeds thereof; provided,
however, if within 60 days of receipt of a Termination Notice the Trustee does
not receive any bids from Eligible Servicers in accordance with Section 10.02(c)
to act as a Successor Servicer and receives an Officer's Certificate of the
Servicer to the effect that the Servicer cannot in good faith cure the Servicer
Default that gave rise to the Termination Notice, the Trustee shall offer to the
Seller the right at its option to purchase the Certificateholders' Interest on
the Distribution Date occurring in the next calendar month. The purchase price
for the Certificateholders' Interest shall be equal to the sum of the amounts
specified therefor with respect to each outstanding Series in the related
Supplement. The Seller shall notify the Trustee prior to the Record Date for the
related Distribution Date of the purchase if it exercises such option. If it
exercises such option, the Seller shall (x) deliver to the Trustee an Opinion of
Counsel (which must be an independent outside counsel) to the effect that, in
reliance on certain certificates to the effect that the Receivables constitute
fair value for consideration paid therefor and as to the solvency of the Seller,
the purchase would not be considered a fraudulent conveyance and (y) deposit the
purchase price into the Collection Account not later than 12:00 noon, New York
City time, on such Distribution Date in immediately available funds. The
purchase price shall be allocated and distributed to Investor Certificateholders
in accordance with Article IV and the terms of each Supplement.

                  After receipt by the Servicer of such Termination Notice, and
on the date that a Successor Servicer shall have been appointed by the Trustee
pursuant to Section 10.02, all authority and power of the Servicer under this
Agreement shall pass to and be vested in the Successor Servicer; and, without
limitation, the Trustee is hereby authorized and empowered (upon the failure of
the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, all documents and other instruments upon the
failure of the Servicer to execute or deliver such documents or instruments, and
to do and accomplish all other acts or things necessary or appropriate to effect
the purposes of such transfer of servicing rights. The Servicer agrees to
cooperate with the Trustee and the Successor Servicer in effecting the
termination of the responsibilities and rights of the Servicer to conduct
servicing hereunder, including without limitation, the transfer to the Successor
Servicer of all authority of the Servicer to service the Receivables provided
for under this Agreement, including without limitation, all authority over all
Collections that: (1) shall on the date of transfer, be held by the Servicer for
deposit, (2) have been deposited by the Servicer, in the Collection Account, or
(3) shall thereafter be received with respect to the Receivables, and in
assisting the Successor Servicer and in enforcing all rights to Insurance
Proceeds. The Servicer shall promptly transfer its electronic records relating
to the Receivables to the Successor Servicer in such electronic form as the
Successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all other records, correspondence and documents necessary for
the continued servicing of the Receivables in the manner and at such times as
the Successor Servicer shall reasonably request. To the extent that compliance
with this Section 10.01 shall require the Servicer to disclose to the Successor
Servicer information of any kind that the Servicer reasonably deems to be
confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interests.



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<PAGE>   75

                  Notwithstanding the foregoing, any delay in or failure of
performance under Section 10.01(a) for a period of five Business Days or under
Section 10.01(b) or (c) for a period of 60 days (in addition to any period
provided in Section 10.01(a), (b) or (c)) shall not constitute a Servicer
Default until the expiration of such additional five Business Days or 60 days,
respectively, if such delay or failure could not be prevented by the exercise of
reasonable diligence by the Servicer and such delay or failure was caused by an
act of God or the public enemy, acts of declared or undeclared war, public
disorder, rebellion or sabotage, epidemics, landslides, lightning, fire,
hurricanes, earthquakes, floods or similar causes. The preceding sentence shall
not relieve the Servicer from the obligation to use its best efforts to perform
its obligations in a timely manner in accordance with the terms of this
Agreement and any Supplement and the Servicer shall provide the Trustee, each
Rating Agency, any Series Enhancer entitled thereto pursuant to the relevant
Supplement, the Holders of the Seller Interest and the Investor
Certificateholders with an Officer's Certificate giving prompt notice of such
failure or delay by it, together with a description of its efforts to so perform
its obligations.

                  Section 10.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                  (a) On and after the receipt by the Servicer of a Termination
Notice pursuant to Section 10.01, the Servicer shall continue to perform all
servicing functions under this Agreement until the date specified in the
Termination Notice or otherwise specified by the Trustee or until a date
mutually agreed upon by the Servicer and Trustee. The Trustee shall promptly as
possible after the giving of a Termination Notice appoint an Eligible Servicer
as a successor servicer (the "SUCCESSOR SERVICER"), and such Successor Servicer
shall accept its appointment by a written assumption in a form acceptable to the
Trustee. In the event that a Successor Servicer has not been appointed or has
not accepted its appointment at the time when the Servicer ceases to act as
Servicer, the Trustee without further action shall automatically be appointed
the Successor Servicer. The Trustee may delegate any of its servicing
obligations to an Affiliate of the Trustee or agent in accordance with Section
3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is
legally unable so to act, petition a court of competent jurisdiction to appoint
any established institution having a net worth of not less than $50,000,000 and
whose regular business includes the servicing of MasterCard or VISA credit card
receivables as the Successor Servicer hereunder. The Trustee shall give prompt
notice to each Rating Agency and each Series Enhancer entitled thereto pursuant
to the applicable Supplement upon the appointment of a Successor Servicer.

                  (b) Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to servicing functions
under this Agreement and shall be subject to all the responsibilities, duties
and liabilities (except for liabilities arising during the period of time when
the prior Servicer was performing and acting as Servicer) relating thereto
placed on the Servicer by the terms and provisions hereof, and all references in
this Agreement to the Servicer shall be deemed to refer to the Successor
Servicer.

                  (c) In connection with any Termination Notice, the Trustee
will review any bids that it obtains from Eligible Servicers and shall be
permitted to appoint any Eligible Servicer submitting such a bid as a Successor
Servicer for servicing compensation not in excess of the aggregate Servicing
Fees for all Series; provided, however, that the Holders of the Seller Interest
shall be responsible for payment of the portion of such aggregate Servicing Fees
allocable to the Holders of the Seller Interest and that no such monthly
compensation paid out of



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<PAGE>   76

Collections shall be in excess of such aggregate Servicing Fees. Each of the
Holders of the Seller Interest agrees that, if National City (or any Successor
Servicer) is terminated as Servicer hereunder, the portion of the Collections in
respect of Finance Charge Receivables that the Holders of the Seller Interest is
entitled to receive pursuant to this Agreement or any Supplement shall be
reduced by an amount sufficient to pay the Holders of the Seller Interest share
(determined by reference to the Supplements with respect to any outstanding
Series) of the compensation of the Successor Servicer.

                  (d) All authority and power granted to the Successor Servicer
under this Agreement shall automatically cease and terminate upon termination of
the Trust pursuant to Section 12.01 and shall pass to and be vested in the
Seller and, without limitation, the Seller is hereby authorized and empowered to
execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or
otherwise, all documents and other instruments, and to do and accomplish all
other acts or things necessary or appropriate to effect the purposes of such
transfer of servicing rights. The Successor Servicer agrees to cooperate with
the Seller in effecting the termination of the responsibilities and rights of
the Successor Servicer to conduct servicing on the Receivables. The Successor
Servicer shall transfer its electronic records relating to the Receivables to
the Seller in such electronic form as the Seller may reasonably request and
shall transfer all other records, correspondence and documents to the Seller in
the manner and at such times as the Seller shall reasonably request. To the
extent that compliance with this Section 10.02 shall require the Successor
Servicer to disclose to the Seller information of any kind which the Successor
Servicer deems to be confidential, the Seller shall be required to enter into
such customary licensing and confidentiality agreements as the Successor
Servicer shall deem necessary to protect its interests.

                  Section 10.03. NOTIFICATION TO CERTIFICATEHOLDERS. Within two
Business Days after the Servicer becomes aware of any Servicer Default, the
Servicer shall give notice thereof to the Trustee, each Rating Agency and any
Series Enhancer entitled thereto pursuant to the relevant Supplement and the
Trustee shall give notice to the Investor Certificateholders. Upon any
termination or appointment of a Successor Servicer pursuant to this Article, the
Trustee shall give prompt notice thereof to the Investor Certificateholders.

                                   ARTICLE XI

                                   THE TRUSTEE

                  Section 11.01. DUTIES OF TRUSTEE.

                  (a) The Trustee, prior to the occurrence of a Servicer Default
and after the curing of all Servicer Defaults which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Servicer Default has occurred (which has not been
cured or waived) the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

                  (b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee that are



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specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement, but shall not be required to determine the
accuracy of any information, calculations or conclusions stated therein. The
Trustee shall give prompt written notice to the Certificateholders (or, in the
case of Bearer Certificates, notice by publication in the manner set forth in
Section 13.05(b) of the Agreement) of any material lack of conformity of any
such instrument to the applicable requirements of this Agreement discovered by
the Trustee that would entitle a specified percentage of the Certificateholders
to take any action pursuant to this Agreement.

                  (c) Subject to Section 11.01(a), no provision of this
Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own misconduct;
provided, however, that:

                  (i) the Trustee shall not be personally liable for an error of
         judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee, unless it shall be proved that the Trustee was
         negligent in ascertaining the pertinent facts;

                  (ii) the Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of the Holders of Investor
         Certificates evidencing more than 50% of the aggregate unpaid principal
         amount of all Investor Certificates (or, with respect to any such
         action that does not relate to all Series, 50% of the aggregate unpaid
         principal amount of the Investor Certificates of all Series to which
         such action relates) relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Agreement; and

                  (iii) the Trustee shall not be charged with knowledge of any
         failure by the Servicer referred to in clauses (a) and (b) of Section
         10.01 unless a Responsible Officer of the Trustee obtains actual
         knowledge of such failure or the Trustee receives written notice of
         such failure from the Servicer, any Holders of Investor Certificates
         evidencing not less than 10% of the aggregate unpaid principal amount
         of all Investor Certificates (or, with respect to any such failure that
         does not relate to all Series, 10% of the aggregate unpaid principal
         amount of all Investor Certificates of all Series to which such failure
         relates, or the Series Enhancers for all Series to which such failure
         relates).

                  (d) The Trustee shall not be required to expend or risk its
own funds or otherwise incur financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers hereunder
or thereunder, if there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement
shall in any event require the Trustee to perform, or be responsible for the
manner of performance of, any of the obligations of the Servicer under this
Agreement except during such time, if any, as the Trustee shall be the successor
to, and be vested with the rights, duties, powers and privileges of, the
Servicer in accordance with the terms of this Agreement.

                  (e) Except for actions expressly authorized by this Agreement,
the Trustee shall take no action reasonably likely to (i) impair the interests
of the Trust in any Receivable



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now existing or hereafter created or (ii) impair the value of any Receivable now
existing or hereafter created.

                  (f) The Trustee shall have no power to vary the corpus of the
Trust, except as expressly provided in this Agreement.

                  (g) In the event that the Paying Agent or the Transfer Agent
and Registrar shall fail to perform any obligation, duty or agreement in the
manner or on the day required to be performed by the Paying Agent or the
Transfer Agent and Registrar, as the case may be, under this Agreement, the
Trustee shall be obligated as soon as possible upon knowledge of a Responsible
Officer thereof and receipt of appropriate records, if any, to perform such
obligation, duty or agreement in the manner so required.

                  (h) If the Seller has agreed to transfer any of its
receivables (other than the Receivables) to another Person, upon the written
request of the Seller, the Trustee will enter into such intercreditor agreements
with the transferee of such receivables as are customary and necessary to
separately identify the rights of the Trust and such other Person in the
Seller's receivables; provided that the Trustee shall not be required to enter
into any intercreditor agreement that could adversely affect the interests of
the Certificateholders and, upon the request of the Trustee, the Seller will
deliver an Opinion of Counsel on any matters relating to such intercreditor
agreement, reasonably requested by the Trustee.

                  Section 11.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except
as otherwise provided in Section 11.01:

                  (a) the Trustee may rely on and shall be protected in acting
         on, or in refraining from acting in accord with, any resolution,
         Officer's Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document believed by
         it to be genuine and to have been signed or presented to it pursuant to
         this Agreement by the proper party or parties;

                  (b) the Trustee may select and consult with counsel, and any
         advice of such counsel, or Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken or
         suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel;

                  (c) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Agreement or any
         Enhancement Agreement, or to institute, conduct or defend any
         litigation hereunder or thereunder or in relation to this Agreement or
         any Enhancement Agreement, at the request, order or direction of any of
         the Certificateholders, pursuant to the provisions of this Agreement or
         any Enhancement Agreement, unless such Certificateholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities that may be incurred therein or
         thereby; nothing contained herein shall, however, relieve the Trustee
         of the obligations, upon the occurrence of any Servicer Default (which
         has not been cured) to exercise such of the rights and powers vested in
         it by this Agreement, and to use the same



                                       72
<PAGE>   79


         degree of care and skill in its exercise, as a prudent man would
         exercise or use under the circumstances in the conduct of his own
         affairs;

                  (d) the Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (e) the Trustee shall not be bound to make any investigation
         into the facts of matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing to do so by Holders of Investor Certificates evidencing more
         than 25% of the aggregate unpaid principal amount of all Investor
         Certificates (or, with respect to any such matters that do not relate
         to all Series, 25% of the aggregate unpaid principal amount of the
         Investor Certificates of all Series to which such matters relate);

                  (f) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys or a custodian, and the Trustee shall not
         be responsible for any misconduct or negligence on the part of any such
         agent, attorney or custodian appointed with due care by it hereunder;

                  (g) except as may be required by subsection 11.01(a) hereof,
         the Trustee shall not be required to make any initial or periodic
         examination of any documents or records related to the Receivables or
         the Accounts for the purpose of establishing the presence or absence of
         defects, the compliance by the Seller with its representations and
         warranties or for any other purpose; and

                  (h) whenever in the administration of this Agreement, the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officer's
         Certificate;

                  (i) no implied covenants or obligations shall be read into
         this Agreement against the Trustee;

                  (j) except with respect to any Enhancement Invested Amount,
         the Trustee shall not be deemed to be a fiduciary for the Enhancement
         Provider, if any, in its capacity as such, and the Trustee's sole
         responsibility with respect to the Enhancement Provider in its capacity
         as such shall be to perform those duties with respect to the
         Enhancement Provider as are specifically set forth in the Agreement and
         no implied covenants shall be read into the Agreement against the
         Trustee with respect to the Enhancement Provider; and

                  (k) the Trustee shall have no duty (i) to see to any
         recording, filing or depositing of the Agreement or any agreement
         referred to therein or any financing statement or continuation
         statement evidencing a security interest in the Receivables or the
         Accounts, or to see to the maintenance of any such recording, filing or
         depositing or any rerecording, refiling or redepositing of any thereof
         or (ii) to confirm or verify the contents of any reports or
         certificates of the Servicer delivered to the Trustee pursuant to




                                       73
<PAGE>   80

         the Agreement believed by the Trustee to be genuine and to have been
         signed or presented by the proper party or parties.

                  Section 11.03. TRUSTEE NOT LIABLE FOR RECITALS IN
CERTIFICATES. The Trustee assumes no responsibility for the correctness of the
recitals contained herein and in the Certificates (other than the certificate of
authentication on the Certificates). Except as set forth in Section 11.15, the
Trustee makes no representations as to (i) the validity or sufficiency of this
Agreement or any Supplement or of the Certificates (other than the certificate
of authentication on the Certificates) or of any Receivable or related document
(ii) the validity of any transfer of assignment of any Receivable to the Trust,
(iii) the validity of any grant of a security interest to the Trust in any
Receivable, (iv) the perfection of any security interest (whether as of the date
hereof or at any future time) in any Receivable, (v) the maintenance of or the
taking of any action to maintain such perfection, (vi) the performance or
enforcement of any Receivable, (vii) the compliance by the Seller or the
Servicer with any covenant or representation, or (viii) the correctness of any
warranty or representation of the Seller or Servicer made hereunder or in any
related document or the accuracy of any such warranty or representation. The
Trustee shall not be accountable for the use or application by the Seller of any
of the Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Seller or the Holders of the Seller
Interest in respect of the Receivables or deposited in or withdrawn from the
Collection Account, any Series Accounts or any other accounts hereafter
established to effectuate the transactions contemplated by this Agreement and in
accordance with the terms of this Agreement.

                  Section 11.04. TRUSTEE MAY OWN CERTIFICATES. Subject to
Section 6.06, the Trustee in its individual or any other capacity may become the
owner or pledgee of Investor Certificates with the same rights as it would have
if it were not the Trustee.

                  Section 11.05. THE SERVICER TO PAY TRUSTEE'S FEES AND
EXPENSES. Except to the extent the Trustee is the Servicer, the Servicer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to receive, such compensation as shall be agreed upon between
the Seller and the Trustee (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trust hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee, and
the Servicer will pay or reimburse the Trustee (without reimbursement from the
Collection Account or otherwise) upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement or any Enhancement Agreement (including
the reasonable fees and expenses of its agents, any co-trustee and counsel)
except any such expense, disbursement or advance as may arise from its own
negligence or bad faith and except as provided in the following sentence. If the
Trustee is appointed Successor Servicer pursuant to Section 10.02, the Seller
shall pay the expenses, disbursements and advances made or incurred by the
Trustee in its capacity as Successor Servicer.

                  The obligations of the Servicer and the Seller under Section
8.04 and this Section 11.05 shall survive the termination of the Trust and the
resignation or removal of the Trustee.

                  Section 11.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The
Trustee hereunder shall at all times be a bank, trust company or a corporation
organized and doing business under the



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laws of the United States or any state thereof authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state
authority and maintain any credit or deposit rating required by any Rating
Agency (as of the date hereof Baa3 for Moody's). If such bank or corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section 11.06, the combined capital and surplus of such bank or
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 11.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 11.07.

                  Section 11.07. RESIGNATION OR REMOVAL OF TRUSTEE.

                  (a) The Trustee may at any time resign and be discharged from
the trust hereby created by giving written notice thereof to the Servicer. Upon
receiving such notice of resignation, the Seller shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 11.06 and shall fail to resign after
written request therefor by the Servicer or the Seller, or if at any time the
Trustee shall be legally unable to act, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, in which event the Servicer shall remove the Trustee and promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.

                  (c) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this Section 11.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 11.08 and any liability of the Trustee arising
hereunder shall survive such appointment of a successor trustee.

                  Section 11.08. SUCCESSOR TRUSTEE.

                  (a) Any successor trustee appointed as provided in Section
11.07 shall execute, acknowledge and deliver to the Seller, to the Servicer and
to its predecessor Trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee herein. The predecessor Trustee shall deliver to the successor
trustee all documents and statements held by it hereunder, and the Seller and
the predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and




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certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations.

                  (b) No successor trustee shall accept appointment as provided
in this Section 11.08 unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 11.06.

                  (c) Upon acceptance of appointment by a successor trustee as
provided in this Section, such successor trustee shall provide notice of such
succession hereunder to all Investor Certificateholders and the Servicer shall
provide such notice to each Rating Agency and any Series Enhancer entitled
thereto pursuant to the relevant Supplement.

                  Section 11.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any Person
into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; PROVIDED that, anything to the contrary notwithstanding, such
corporation shall be eligible under the provisions of Section 11.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, except for the notification by the Servicer to the Rating
Agencies of such merger or consolidation.

                  Section 11.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

                  (a) Notwithstanding any other provisions of this Agreement, at
any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust may at the time be located, the Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 11.10, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable; provided, however, that the Trustee
shall exercise due care in the appointment of any co-trustee. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 11.06 and no notice to Certificateholders of
the appointment of any co-trustee or separate trustee shall be required under
Section 11.08.

                  (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act) except to the extent that under any laws of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Servicer
         hereunder) the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust or any portion
         thereof in any such jurisdiction)



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         shall be exercised and performed singly by such separate trustee or
         co-trustee, but solely at the direction of the Trustee;

                  (ii) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder; and

                  (iii) the Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

                  (c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Servicer.

                  (d) Any separate trustee or co-trustee may at any time
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect to this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                  Section 11.11. TAX RETURNS. In the event the Trust shall be
required to file tax returns, the Servicer shall prepare or shall cause to be
prepared any tax returns required to be filed by the Trust and shall remit such
returns to the Trustee for signature at least five days before such returns are
due to be filed; the Trustee shall promptly sign such returns and deliver such
returns after signature to the Servicer and such returns shall be filed by the
Servicer. The Servicer in accordance with the terms of each Supplement shall
also prepare or shall cause to be prepared all tax information required by law
to be distributed to Investor Certificateholders. The Trustee upon request, will
furnish the Servicer with all such information known to the Trustee as may be
reasonably required in connection with the preparation of all tax returns of the
Trust. In no event shall the Trustee or the Servicer (except as provided in
Section 8.04) be liable for any liabilities, costs or expenses of the Trust or
the Investor Certificateholders arising under any tax law, including without
limitation federal, state, local or foreign income or excise taxes or any other
tax imposed or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).

                  Section 11.12. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
OF CERTIFICATES. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the



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Trustee, its agents and counsel, be for the ratable benefit of the
Certificateholders in respect of which such judgment has been obtained.

                  Section 11.13. SUITS FOR ENFORCEMENT.

                  (a) If a Servicer Default shall occur and be continuing, the
Trustee, in its discretion may, subject to the provisions of Sections 10.01 and
11.14, proceed to protect and enforce its rights and the rights of the
Certificateholders under this Agreement by a suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution of
any power granted in this Agreement or for the enforcement of any other legal,
equitable or other remedy as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee or the
Certificateholders.

                  (b) If the FDIC or any equivalent governmental agency or
instrumentality or any designee of any of them shall have been appointed as
receiver, conservator, assignee, trustee in bankruptcy or reorganization,
liquidator, sequestrator or custodian with respect to the Seller (the
"RECEIVER"), the Trustee shall, irrespective of whether the principal of any
Series or Class of Investor Certificates shall then be due and payable:

                  (i) unless prohibited by applicable law or regulation or
         unless under FIRREA the receiver is required to participate in the
         process as a defendant or otherwise, promptly take or cause to be taken
         any and all necessary or advisable commercially reasonable action as a
         secured creditor on behalf of the Certificateholders to recover,
         repossess, collect or liquidate the Receivables or any other Trust
         Assets on a "self-help" basis or otherwise and exercise any rights or
         remedies of a secured party under the applicable UCC and take any other
         appropriate action to protect and enforce the rights and remedies of
         the Trustee and the Certificateholders;

                  (ii) promptly, and in any case within any applicable claims
         bar period specified under FIRREA or otherwise, file and prove a claim
         or claims under FIRREA or otherwise, by filing proofs of claim,
         protective proofs of claim or otherwise, for the whole amount of unpaid
         principal and interest in respect of the Investor Certificates and to
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee and the Certificateholders
         allowed in any judicial, administrative, corporate or other proceedings
         relating to the Seller, its creditors or its property, including any
         actions relating to the preservation of deficiency claims or for the
         protection against loss of any claim in the event the Trustee's or the
         Certificateholders' status as secured creditors are successfully
         challenged; and

                  (iii) collect and receive any monies or other property payable
         or deliverable on any such claims and distribute all amounts with
         respect to the claims of the Certificateholders to the
         Certificateholders.

                  (c) Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Certificateholder any plan of reorganization, arrangement, adjustment or
composition affecting the Investor Certificates or the



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rights of any Holder thereof, or to authorize the Trustee to vote in respect of
the claim of any Certificateholder in any such proceeding.

                  Section 11.14. RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE.
Holders of Investor Certificates evidencing more than 50% of the aggregate
unpaid principal amount of all Investor Certificates (or, with respect to any
remedy, trust or power that does not relate to all Series, 50% of the aggregate
unpaid principal amount of the Investor Certificates of all Series to which such
remedy, trust or power relates) shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee relating to such
proceeding; provided, however, that, subject to Section 11.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel determines that the action so directed may not lawfully be
taken, or if the Trustee in good faith shall, by a Responsible Officer or
Responsible Officers of the Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial to
the rights of Certificateholders not parties to such direction; and provided
further, that nothing in this Agreement shall impair the right of the Trustee to
take any action deemed proper by the Trustee and that is not inconsistent with
such direction.

                  Section 11.15. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The
Trustee represents and warrants as of each Closing Date that:

                  (a) the Trustee is a banking corporation organized, existing
         and in good standing under the laws of the State of New York;

                  (b) the Trustee has full power, authority and right to
         execute, deliver and perform this Agreement and each Supplement, and
         has taken all necessary action to authorize the execution, delivery and
         performance by it of this Agreement and each Supplement; and

                  (c) this Agreement and each Supplement has been duly executed
         and delivered by the Trustee.

                  Section 11.16. MAINTENANCE OF OFFICE OR AGENCY. The Trustee
will maintain at its expense an office or agency (the "CORPORATE TRUST OFFICE")
where notices and demands to or upon the Trustee in respect of the Certificates
and this Agreement may be served (a) in the Borough of Manhattan, The City of
New York, in the case of Registered Certificates and Holders thereof, and (b) in
such other locations as may be provided in the related Supplement. The Corporate
Trust Office shall initially be located at 101 Barclay Street, New York, New
York 10286. The Trustee will give prompt notice to the Servicer and to Investor
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

                  Section 11.17. CONFIDENTIALITY. Information provided by the
Seller to the Trustee related to the transaction effected hereunder, including
all information related to the Obligors with respect to the Receivables, and any
computer software provided to the Trustee in connection with the transaction
effected hereunder or under any Supplement, in each case whether in the form of
documents, reports, lists, tapes, discs or any other form, shall be
"CONFIDENTIAL INFORMATION." The Trustee and its agents, representatives or
employees shall at all times maintain the confidentiality of all Confidential
Information and shall not, without the prior



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written consent of the Seller, disclose to third parties (including
Certificateholders) or use such information, in any manner whatsoever, in whole
or in part, except as expressly permitted under this Agreement or under any
Supplement or as required to fulfill an obligation of the Trustee under this
Agreement or under any Supplement, in which case such Confidential Information
shall be revealed only to the extent expressly permitted or only to the
Trustee's agents, representatives and employees who need to know such
Confidential Information to the extent required for the purpose of fulfilling an
obligation of the Trustee under this Agreement or under any Supplement.
Notwithstanding the above, Confidential Information may be disclosed to the
extent required by law or legal process, provided that the Trustee gives prompt
written notice to the Seller of the nature and scope of such disclosure.

                                 ARTICLE XII

                                 TERMINATION

                  Section 12.01. TERMINATION OF TRUST. The Trust and the
respective obligations and responsibilities of the Seller, the Servicer and the
Trustee created hereby (other than the obligation of the Trustee to make
payments to Investor Certificateholders as hereinafter set forth) shall
terminate, except with respect to the duties described in Sections 7.04, 8.04
and 12.02(b), upon the earlier of (i) June 1, 2025 (ii) the day following the
Distribution Date on which the Invested Amount and Enhancement Invested Amount
for each Series is zero (provided that the Seller have delivered a written
notice to the Trustee electing to terminate the Trust) and (iii) the time
provided in Section 9.02; provided, however, that in no event shall the Trust
created by this Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador to the Court of St. James, living on the date of this Agreement.

                  Section 12.02. FINAL DISTRIBUTION.

                  (a) The Servicer shall give the Trustee at least 30 days prior
notice of the Distribution Date on which the Investor Certificateholders of any
Series or Class may surrender their Investor Certificates for payment of the
final distribution on and cancellation of such Investor Certificates (or, in the
event of a final distribution resulting from the application of Section 2.06,
9.02 or 10.01, notice of such Distribution Date promptly after the Servicer has
determined that a final distribution will occur, if such determination is made
less than 30 days prior to such Distribution Date). Such notice shall be
accompanied by an Officer's Certificate setting forth the information specified
in Section 3.05 covering the period during the then current calendar year
through the date of such notice. Not later than the fifth day of the month in
which the final distribution in respect of such Series or Class is payable to
Investor Certificateholders, the Trustee shall provide notice to Investor
Certificateholders of such Series or Class specifying (i) the date upon which
final payment of such Series or Class will be made upon presentation and
surrender of Investor Certificates of such Series or Class at the office or
offices therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such payment date is not
applicable, payments being made only upon presentation and surrender of such
Investor Certificates at the office or offices therein specified (which, in the
case of Bearer Certificates, shall be outside the United States). The Trustee
shall give such notice to the Transfer Agent and Registrar and the Paying Agent
at the time such notice is given to Investor Certificateholders.



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<PAGE>   87

                  (b) Notwithstanding a final distribution to the Investor
Certificateholders of any Series or Class (or the termination of the Trust),
except as otherwise provided in this paragraph, all funds then on deposit in the
Collection Account, the Special Funding Account and any Series Account allocated
to such Investor Certificateholders shall continue to be held in trust for the
benefit of such Investor Certificateholders and the Paying Agent or the Trustee
shall pay such funds to such Investor Certificateholders upon surrender of their
Investor Certificates (and any excess shall be paid in accordance with the terms
of any relevant Enhancement Agreement). In the event that all such Investor
Certificateholders shall not surrender their Investor Certificates for
cancellation within six months after the date specified in the notice from the
Trustee described in paragraph (a), the Trustee shall give a second notice to
the remaining such Investor Certificateholders to surrender their Investor
Certificates for cancellation and receive the final distribution with respect
thereto (which surrender and payment, in the case of Bearer Certificates, shall
be outside the United States). If within one year after the second notice all
such Investor Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining such Investor Certificateholders concerning
surrender of their Investor Certificates, and the cost thereof shall be paid out
of the funds in the Collection Account or any Series Account held for the
benefit of such Investor Certificateholders. The Trustee and the Paying Agent
shall pay to the Seller any monies held by them for the payment of principal or
interest that remains unclaimed for two years. After payment to the Seller,
Investor Certificateholders entitled to the money must look to the Seller for
payment as general creditors unless an applicable abandoned property law
designates another Person.

                  (c) In the event that the Invested Amount with respect to any
Series is greater than zero on its Series Termination Date or such earlier date
as is specified in the related Supplement (after giving effect to deposits and
distributions otherwise to be made on such date), the Trustee will sell or cause
to be sold on such Series Termination Date, in accordance with the procedures
and subject to the conditions described in such Supplement, Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to the Invested Amount with respect to such Series on such date
(after giving effect to such deposits and distributions; provided, however, that
in no event shall such amount exceed such Series' allocable share of Receivables
on such Series Termination Date). The proceeds from any such sale shall be
allocated and distributed in accordance with the terms of the applicable
Supplement.

                  Section 12.03. SELLER'S TERMINATION RIGHTS. Upon the
termination of the Trust pursuant to Section 12.01 and the surrender of the
Seller Certificate, if applicable, and any Supplemental Certificate, the Trustee
shall sell, assign and convey to the Seller or its designee, without recourse,
representation or warranty, all right, title and interest of the Trust in the
Receivables, whether then existing or thereafter created, all monies due or to
become due and all amounts received with respect thereto and all proceeds
thereof, except for amounts held by the Trustee pursuant to Section 12.02(b).
The Trustee shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be reasonably requested by
the Seller to vest in the Seller or its designee all right, title and interest
which the Trust had in the Receivables and such other related assets.

                  Section 12.04. DEFEASANCE. Notwithstanding anything to the
contrary in this Agreement or any Supplement:



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<PAGE>   88

                  (a) The Seller may at its option be discharged from its
         obligations hereunder with respect to any Series or all outstanding
         Series (the "DEFEASED SERIES") on the date the applicable conditions
         set forth in Section 12.04(c) are satisfied ("DEFEASANCE"); provided,
         however, that the following rights, obligations, powers, duties and
         immunities shall survive with respect to the Defeased Series until
         otherwise terminated or discharged hereunder: (i) the rights of Holders
         of Investor Certificates of the Defeased Series to receive, solely from
         the trust fund provided for in Section 12.04(c), payments in respect of
         principal of and interest on such Investor Certificates when such
         payments are due; (ii) such Seller's obligations with respect to such
         Certificates under Sections 6.04 and 6.05; (iii) the rights, powers,
         trusts, duties and immunities of the Trustee, the Paying Agent and the
         Transfer Agent and Registrar hereunder; and (iv) this Section 12.04

                  (b) Subject to Section 12.04(c), such Seller at its option may
         cause Collections allocated to the Defeased Series and available to
         purchase additional Receivables to be applied to purchase Eligible
         Investments rather than additional Receivables.

                  (c) The following shall be the conditions to Defeasance under
         Section 12.04(a): (i) the Seller irrevocably shall have deposited or
         caused to be deposited with the Trustee, under the terms of an
         irrevocable trust agreement in form and substance satisfactory to the
         Trustee, as trust funds in trust for making the payments described
         below, (A) dollars in an amount, or (B) Eligible Investments that,
         through the scheduled payment of principal and interest in respect
         thereof, will provide, not later than the due date of payment thereon,
         money in an amount, or (C) a combination thereof, in each case
         sufficient to pay and discharge, and, which shall be applied by the
         Trustee to pay and discharge, all remaining scheduled interest and
         principal payments on all outstanding Investor Certificates of the
         Defeased Series on the dates scheduled for such payments in this
         Agreement and the applicable Supplements and all amounts owing to the
         Series Enhancers with respect to the Defeased Series; (ii) prior to its
         first exercise of its right pursuant to this Section 12.04 with respect
         to a Defeased Series to substitute money or Eligible Investments for
         Receivables, the Seller shall have delivered to the Trustee a Tax
         Opinion with respect to such deposit and termination of obligations and
         an Opinion of Counsel to the effect that such deposit and termination
         of obligations will not result in the Trust being required to register
         as an "investment company" within the meaning of the Investment Company
         Act; (iii) the Seller shall have delivered to the Trustee and each
         Series Enhancer entitled thereto pursuant to the relevant Supplement an
         Officer's Certificate of the Seller stating that the Seller reasonably
         believes that such deposit and termination of obligations will not,
         based on the facts known to such officer at the time of such
         certification, then cause a Pay Out Event or any event that, with the
         giving of notice or the lapse of time, would constitute a Pay Out Event
         to occur with respect to any Series; and (iv) the Rating Agency
         Condition has been satisfied.



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                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

                  Section 13.01. AMENDMENT; WAIVER OF PAST DEFAULTS.

                  (a) This Agreement or any Supplement may be amended from time
to time (including in connection with (i) the issuance of a Supplemental
Certificate, (ii) the addition of a Participation Interest to the Trust, (iii)
the assumption by another entity, in accordance with the provisions of this
Agreement, of the Seller's obligations hereunder, or (iv) the provision of
additional Series Enhancement for the benefit of Certificateholders of any
Series) by the Servicer, the Seller and the Trustee without the consent of any
of the Certificateholders, provided that (A) the Seller shall have delivered to
the Trustee an Officer's Certificate to the effect that the Seller reasonably
believes that such action shall not adversely affect in any material respect the
interests of any Investor Certificateholder and (B) the Rating Agency Condition
shall have been satisfied with respect to any such amendment. The designation of
additional Sellers pursuant to Section 2.12 shall be subject to this Section
13.01 only to the extent that the supplement to this Agreement providing for
such designation amends any of the terms of this Agreement.

                  (b) This Agreement or any Supplement may also be amended, once
Series 1995-1 is no longer outstanding, by the Seller, the Servicer and the
Trustee, without the consent of the Certificateholders of any Series to add,
modify or eliminate any provisions necessary or advisable in order to enable the
Trust or any portion of the Trust to (i) qualify as, and to permit an election
to be made for the Trust to be treated as, a "financial asset securitization
investment trust" under the Code and (ii) avoid the imposition of state or local
income or franchise taxes on the Trust's property or its income, provided that
(A) the Seller shall have delivered to the Trustee an Officer's Certificate to
the effect that the Seller reasonably believes that such action shall not
adversely affect in any material respect the interests of any Investor
Certificateholder, (B) the Rating Agency Condition shall have been satisfied
with respect to any such amendment and (C) the amendment must not affect the
rights, duties or obligations of the Trustee under this Agreement.

                  (c) This Agreement or any Supplement may also be amended from
time to time by the Servicer, the Seller and the Trustee, with the consent of
the Holders of Investor Certificates evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the Investor Certificates of all adversely
affected Series, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or any Supplement
or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of or
delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Certificateholder
(provided that any amendment of the terms of a Pay Out Event shall not be deemed
to be within the scope of this clause (i)), (ii) change the definition of or the
manner of calculating the interest of any Investor Certificateholder without the
consent of each affected Investor Certificateholder, (iii) reduce the aforesaid
percentage required to consent to any such amendment without the consent of each
Investor Certificateholder or (iv) adversely affect the rating of any Series or
Class by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate



                                       83
<PAGE>   90

unpaid principal amount of the Investor Certificates of such Series or Class.
Any amendment to be effected pursuant to this paragraph shall be deemed to
adversely affect all outstanding Series, other than any Series with respect to
which such action shall not, as evidenced by an Opinion of Counsel for the
Seller, addressed and delivered to the Trustee, adversely affect in any material
respect the interests of any Investor Certificateholder of such Series. The
Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Trustee's rights, duties or immunities under this Agreement or
otherwise.

                  (d) Promptly after the execution of any such amendment or
consent (other than an amendment pursuant to paragraph (a) or (b)), the Trustee
shall furnish notification of the substance of such amendment to each Investor
Certificateholder, and the Servicer shall furnish notification of the substance
of such amendment to each Rating Agency and each Series Enhancer entitled
thereto pursuant to the relevant Supplement.

                  (e) It shall not be necessary for the consent of Investor
Certificateholders under this Section to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Investor Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

                  (f) Any Supplement executed in accordance with the provisions
of Section 6.03 shall not be considered an amendment to this Agreement for the
purposes of this Section.

                  (g) The Holders of Investor Certificates evidencing more than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of
each Series, or, with respect to any Series with two or more Classes, of each
Class (or, with respect to any default that does not relate to all Series,
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of
each Series to which such default relates or, with respect to any such Series
with two or more Classes, of each Class) may, on behalf of all
Certificateholders, waive any default by the Seller or the Servicer in the
performance of its obligations hereunder and its consequences, except the
failure to make any distributions required to be made to Investor
Certificateholders or to make any required deposits of any amounts to be so
distributed. Upon any such waiver of a past default, such default shall cease to
exist, and any default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived.

                  Section 13.02. PROTECTION OF RIGHT, TITLE AND INTEREST TO
TRUST.

                  (a) The Servicer shall cause this Agreement, all amendments
and supplements hereto and all financing statements and continuation statements
and any other necessary documents covering the Certificateholders' and the
Trustee's right, title and interest to the Trust to be promptly recorded,
registered and filed, and at all times to be kept recorded, registered and
filed, all in such manner and in such places as may be required by law fully to
preserve and protect the right, title and interest of the Certificateholders and
the Trustee hereunder to all property comprising the Trust. The Servicer shall
deliver to the Trustee file-stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above, as soon as available
following such recording, registration or filing. The Seller shall cooperate
fully with



                                       84
<PAGE>   91

the Servicer in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this
paragraph.

                  (b) Within 30 days after the Seller makes any change in its
name, identity or corporate structure that would make any financing statement or
continuation statement filed in accordance with paragraph (a) seriously
misleading within the meaning of Section 9-402(7) (or any comparable provision)
of the UCC, the Seller shall give the Trustee notice of any such change and
shall file such financing statements or amendments as may be necessary to
continue the perfection of the Trust's security interest in the Receivables and
the proceeds thereof.

                  (c) The Seller and the Servicer will give the Trustee prompt
notice of any relocation of any office from which it services Receivables or
keeps records concerning the Receivables or of its principal executive office
and whether, as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement and shall file such
financing statements or amendments as may be necessary to perfect or to continue
the perfection of the Trust's security interest in the Receivables and the
proceeds thereof. The Seller and the Servicer will at all times maintain each
office from which it services Receivables and its principal executive offices
within the United States.

                  (d) The Servicer will deliver to the Trustee and any Series
Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the
execution and delivery of each amendment of this Agreement or any Supplement, an
Opinion of Counsel to the effect specified in EXHIBIT H-1; (ii) on each Addition
Date on which any Additional Accounts are to be designated as Accounts pursuant
to Section 2.08(a) or (b) an Opinion of Counsel substantially in the form of
EXHIBIT H-2, and on each Addition Date on which any Participation Interests are
to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of
Counsel covering the same substantive legal issues addressed by EXHIBIT H-2 but
conformed to the extent appropriate to relate to Participation Interests; and
(iii) on or before March 31 of each year, beginning with March 31, 1996, an
Opinion of Counsel substantially in the form of EXHIBIT H-2.

                  Section 13.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

                  (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor shall such death or
incapacity entitle such Certificateholders' legal representatives or heirs to
claim an accounting or to take any action or commence any proceeding in any
court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

                  (b) No Investor Certificateholder shall have any right to vote
(except as expressly provided in this Agreement) or in any manner otherwise
control the operation and management of the Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Investor
Certificateholders from time to time as partners or members of an association,
nor shall any Investor Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.



                                       85
<PAGE>   92

                  (c) No Investor Certificateholder shall have any right by
virtue of any provisions of this Agreement to institute any suit, action or
preceding in equity or at law upon or under or with respect to this Agreement,
unless such Investor Certificateholder previously shall have made, and unless
the Holders of Investor Certificates evidencing more than 50% of the aggregate
unpaid principal amount of all Investor Certificates (or, with respect to any
such action, suit or proceeding that does not relate to all Series, 50% of the
aggregate unpaid principal amount of the Investor Certificates of all Series to
which such action, suit or proceeding relates) shall have made, a request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after such request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by
each Investor Certificateholder with every other Investor Certificateholder and
the Trustee, that no one or more Investor Certificateholders shall have any
right in any manner whatever by virtue or by availing itself or themselves of
any provisions of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of the Investor Certificates, or to obtain or seek to
obtain priority over or preference to any other such Investor Certificateholder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all Investor
Certificateholders except as otherwise expressly provided in this Agreement. For
the protection and enforcement of the provisions of this Section, each and every
Investor Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

                  Section 13.04. GOVERNING LAW. THIS AGREEMENT 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 13.05. NOTICES, PAYMENTS.

                  (a) All demands, notices, instructions, directions and
communications (collectively, "NOTICES") under this Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered at,
mailed by registered mail, return receipt requested, or sent by facsimile
transmission:

                           (i)      in the case of the Seller to:

                                    National City Bank
                                    1900 E. 9th Street
                                    Cleveland, Ohio 44114
                                    Attention: Investment Funding
                                    Facsimile No.: 216-348-0714

                           (ii)     in the case of the Servicer to:

                                    National City Card Services
                                    1 National City Parkway



                                       86
<PAGE>   93

                                    Kalamazoo, Michigan 49009
                                    Attention: Card Finance Department
                                    Facsimile No.: 616-376-7971

                           (iii)    in the case of the Trustee, to:

                                    The Bank of New York
                                    101 Barclay Street
                                    21st Floor
                                    New York, New York  10286
                                    Attention: Corporate Trust Department
                                    Facsimile No.: 212-815-5544

                           (iv)     in the case of Moody's, to:

                                    99 Church Street
                                    New York, New York 10007,
                                    Attention: ABS Monitoring Department,
                                    4th Floor
                                    Facsimile No.: 212-553-4600

                           (v)      in the case of Standard & Poor's, to:

                                    55 Water Street, 41st Floor
                                    New York, New York 10041,
                                    Attention: Asset Backed Group
                                    Facsimile No.: 212-438-2646

                           (vi)     in the case of the Paying Agent or the
                                    Transfer Agent and Registrar, to:

                                    The Bank of New York
                                    101 Barclay Street
                                    New York, New York  10286
                                    Attention: Corporate Trust Department
                                    Facsimile No.: 212-815-5544

                           (vii) to any other Person as specified in any
                  Supplement; or, as to each party, at such other address or
                  facsimile number as shall be designated by such party in a
                  written notice to each other party.

                  (b) Any Notice required or permitted to be given to a Holder
of Registered Certificates shall be given by first-class mail, postage prepaid,
at the address of such Holder as shown in the Certificate Register. No Notice
shall be required to be mailed to a Holder of Bearer Certificates or Coupons but
shall be given as provided below. Any Notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Investor Certificateholder receives such Notice. In
addition, (i) if and so long as any Series or Class is listed on the Luxembourg
Stock Exchange and such Exchange shall so require, any Notice to Investor
Certificateholders shall be published in an Authorized Newspaper




                                       87
<PAGE>   94

of general circulation in Luxembourg within the time period prescribed in this
Agreement and (ii) in the case of any Series or Class with respect to which any
Bearer Certificates are outstanding, any Notice required or permitted to be
given to Investor Certificateholders of such Series or Class shall be published
in an Authorized Newspaper within the time period prescribed in this Agreement.

                  Section 13.06. RULE 144A INFORMATION. For so long as any of
the Investor Certificates of any Series or Class are "restricted securities"
within the meaning of Rule 144(a)(3) under the Act, the Seller, the Trustee, the
Servicer and any Series Enhancer agree to cooperate with each other to provide
to any Investor Certificateholders of such Series or Class and to any
prospective purchaser of Certificates designated by such Investor
Certificateholder, upon the request of such Investor Certificateholder or
prospective purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act.

                  Section 13.07. SEVERABILITY OF PROVISIONS. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall for
any reason whatsoever be held invalid, then such provisions shall be deemed
severable from the remaining provisions of this Agreement and shall in no way
affect the validity or enforceability of the remaining provisions or of the
Certificates or the rights of the Certificateholders.

                  Section 13.08. ASSIGNMENT. Notwithstanding anything to the
contrary contained herein, except as provided in Article VIII, this Agreement
may not be assigned by the Servicer without the prior consent of Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of all outstanding Investor Certificates.

                  Section 13.09. CERTIFICATES NONASSESSABLE AND FULLY PAID. It
is the intention of the parties to this Agreement that the Certificateholders
shall not be personally liable for obligations of the Trust, that the interests
in the Trust represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever and that
Certificates upon authentication thereof by the Trustee pursuant to Section 6.02
are and shall be deemed fully paid.

                  Section 13.10. FURTHER ASSURANCES. The Seller and the Servicer
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the Trustee more
fully to effect the purposes of this Agreement, including the execution of any
financing statements or continuation statements relating to the Receivables for
filing under the provisions of the UCC of any applicable jurisdiction.

                  Section 13.11. NONPETITION COVENANT. Notwithstanding any prior
termination of this Agreement, the Servicer, the Trustee, the Seller, each
Series Enhancer and each Holder of a Supplemental Certificate shall not, prior
to the date that is one year and one day after the termination of this Agreement
with respect to the Trust, acquiesce, petition, invoke (or otherwise join any
other Person in such action) or cause the Trust to invoke the process of any
Governmental Authority for the purpose of commencing or sustaining a case
against the Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or any



                                       88
<PAGE>   95

substantial part of its property or ordering the winding-up or liquidation of
the affairs of the Trust.

                  Section 13.12. NO WAIVER; CUMULATIVE REMEDIES. No failure to
exercise and no delay in exercising, on the part of the Trustee or the
Certificateholders, any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges provided under this
Agreement are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.

                  Section 13.13. COUNTERPARTS. This Agreement 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 together shall constitute
one and the same instrument.

                  Section 13.14. THIRD-PARTY BENEFICIARIES. This Agreement will
inure to the benefit of and be binding upon the parties hereto, the
Certificateholders, any Series Enhancer (to the extent provided in this
Agreement and the related Supplement) and their respective successors and
permitted assigns. Except as otherwise expressly provided in this Agreement
(including Section 7.04 hereof), no other Person will have any right or
obligation hereunder.

                  Section 13.15. ACTIONS BY CERTIFICATEHOLDERS.

                  (a) Wherever in this Agreement a provision is made that an
action may be taken or a Notice given by Certificateholders, such action or
Notice may be taken or given by any Certificateholder, unless such provision
requires a specific percentage of Certificateholders.

                  (b) Any Notice, request, authorization, direction, consent,
waiver or other act by the Holder of a Certificate shall bind such Holder and
every subsequent Holder of such Certificate and of any Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or omitted to be done by the Trustee or the Servicer
in reliance thereon, whether or not notation of such action is made upon such
Certificate.

                  Section 13.15. MERGER AND INTEGRATION. Except as specifically
stated otherwise herein, this Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

                  Section 13.16. HEADINGS. The headings herein are for purposes
of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.


                                       89
<PAGE>   96


                  IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Pooling and Servicing Agreement, as amended and restated, to be
duly executed by their respective officers as of the day and year first above
written.

                                      NATIONAL CITY BANK,
                                       as Seller and Servicer

                                       By:   /s/ ROBERT B. CROWL
                                             -----------------------------
                                             Name:    Robert B. Crowl
                                             Title:   Vice President

                                       THE BANK OF NEW YORK,
                                        as Trustee

                                       By:   /s/ CRAIG R. PHILDIUS
                                             -----------------------------
                                             Name:    Craig R. Phildius
                                             Title:   Assistant Treasurer


                                       90
<PAGE>   97


                                                                       EXHIBIT A
                                                                      ----------

                           FORM OF SELLER CERTIFICATE
                           --------------------------

                  THIS SELLER CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS SELLER CERTIFICATE NOR ANY
PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION PROVISIONS.

                  THIS SELLER CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO. R-1                                                                 ONE UNIT

                     NATIONAL CITY CREDIT CARD MASTER TRUST
                               SELLER CERTIFICATE

                     THIS CERTIFICATE REPRESENTS AN INTEREST
                            IN CERTAIN ASSETS OF THE
                     NATIONAL CITY CREDIT CARD MASTER TRUST

                  Evidencing an 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 revolving credit card accounts owned by
National City Bank (the "SELLER").

                 (Not an interest in or obligation of the Seller
                            or any affiliate thereof)

                  This certifies that National City Bank is the registered owner
of a fractional interest in the assets of a trust (the "TRUST") not allocated to
the Certificateholders' Interest or the interest of any Holder of a Supplemental
Certificate pursuant to the Pooling and Servicing Agreement, dated June 1, 1995,
as amended and restated as of July 1, 2000 (the "AGREEMENT"), among National
City Bank, as Seller and as Servicer (the "Servicer") and The Bank of New York,
a banking corporation organized and existing under the laws of the State of New
York, as trustee (the "TRUSTEE"). The corpus of the Trust consists of (i) a
portfolio of all receivables (the "RECEIVABLES") existing in the revolving
credit card accounts identified under this 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,
Special Funding Account and in the Series Accounts,


                                      A-1
<PAGE>   98

(v) the benefits of any Series Enhancements issued and to be issued by Series
Enhancers with respect to one or more Series of Investor Certificates and (vi)
all other assets and interests constituting the Trust. Although a summary of
certain provisions of the Agreement is set forth below, this Certificate does
not purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement may be requested from the Trustee by
writing to the Trustee at 101 Barclay Street, New York, New York 10286. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement.

                  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended and
supplemented from time to time, each Holder of this Certificate by virtue of the
acceptance hereof assents and is bound.

                  The Receivables consist of (i) Principal Receivables which
arise generally from the purchase of merchandise and services and amounts
advanced to cardholders as cash advances and (ii) Finance Charge Receivables
which arise generally from Periodic Finance Charges, Late Fees and other fees
and charges with respect to the Accounts.

                  This Certificate is the Seller Certificate, which represents
the Seller's interest in certain assets of the Trust, including the right to
receive a portion of the Collections and other amounts at the times and in the
amounts specified in the Agreement. The aggregate interest represented by the
Seller Certificate at any time in the Receivables in the Trust shall not exceed
the Seller Interest at such time. In addition to the Seller Certificate, (i)
Investor Certificates will be issued to investors pursuant to the Agreement,
which will represent the Certificateholders' Interest, and (ii) Supplemental
Certificates may be issued pursuant to the Agreement, which will represent that
portion of the Seller Interest not allocated to the Holders of the Seller
Certificate. This Seller Certificate shall not represent any interest in the
Collection Account, the Special Funding Account or the Series Accounts, except
as expressly provided in the Agreement, or any Series Enhancements.

                  The Seller has entered into the Agreement, and this
Certificate is issued, with the intention that, except to the extent specified
in a Supplement with respect to a particular Series, 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 Seller, by entering into the Agreement, and the Holders of the
Seller Interest, by acceptance of this Seller Certificate, agree to treat the
Investor Certificates for federal, state and local income and franchise tax
purposes as debt.

                  Subject to certain conditions and exceptions specified in the
Agreement, the obligations created by the Agreement and the Trust created
thereby shall terminate upon the earlier of (i) June 1, 2025, (ii) the day
following the Distribution Date on which the Invested Amount and Enhancement
Invested Amount for each Series is zero (provided the Seller has delivered a
written notice to the Trustee electing to terminate the Trust) and (iii) the
time provided in Section 9.02(b) of the Agreement.


                                      A-2
<PAGE>   99

                  Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  THIS 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-3
<PAGE>   100


                  IN WITNESS WHEREOF, the Holders of the Seller Interest have
caused this Certificate to be duly executed.

                                            NATIONAL CITY BANK,
                                             as Seller and Servicer

                                             By:
                                                 -----------------------------
                                                 Name:
                                                 Title:







Dated:  ________ __, 2000


                                      A-4
<PAGE>   101


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION
                     ---------------------------------------

          This is the Seller Certificate referred to in the Agreement.

                                                THE BANK OF NEW YORK,
                                                 as Trustee

                                                By:
                                                   -----------------------------
                                                        Authorized Signatory

Dated: ________ __, 2000


                                      A-5

<PAGE>   102
                                                                       EXHIBIT B
                                                                       ---------

                        FORM OF ASSIGNMENT OF RECEIVABLES
                             IN ADDITIONAL ACCOUNTS
                             ----------------------

                         (AS REQUIRED BY SECTION 2.08 OF
                      THE POOLING AND SERVICING AGREEMENT)

                  This ASSIGNMENT NO. [ ] OF RECEIVABLES IN ADDITIONAL ACCOUNTS
(the "ASSIGNMENT"), dated as of [ ],(2) / is executed by and among NATIONAL CITY
BANK, as Seller and Servicer (the "Seller" and "SERVICER") and THE BANK OF NEW
YORK, a banking corporation organized and existing under the laws of the State
of New York (in such capacity, the "TRUSTEE"), pursuant to the Amended and
Restated Pooling and Servicing Agreement referred to below.

                  WHEREAS, the Seller, the Servicer and the Trustee are parties
to the Pooling and Servicing Agreement, dated as of June 1, 1995 as amended and
restated as of July 1, 2000 (as may be amended and supplemented from time to
time, the "AGREEMENT");

                  WHEREAS, pursuant to the Agreement, the Seller wishes to
designate Additional Accounts owned by the Seller to be included as Accounts and
to convey the Receivables of such Additional Accounts, whether now existing or
hereafter created, to the Trust as part of the corpus of the Trust (as each such
term is defined in the Agreement); and

                  WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

                  NOW, THEREFORE, the Seller, the Servicer and the Trustee
hereby agree as follows:

                  1. DEFINED TERMS. All capitalized terms used herein shall have
the meanings ascribed to them in the Agreement unless otherwise defined herein.

                  "ADDITION DATE" shall mean, with respect to the Additional
Accounts designated hereby, [_____________, _____].

                  "ADDITION CUT-OFF DATE" shall mean, with respect to the
Additional Accounts designated hereby, [_____________, _____].

                  2. DESIGNATION OF ADDITIONAL ACCOUNTS. On or before the
Document Delivery Date, the Seller will deliver to the Trustee a computer file,
microfiche list or printed list containing a true and complete schedule
identifying all such Additional Accounts specifying for each such Account, as of
the Addition Cut-Off Date, its account number, the aggregate amount outstanding
in such Account and the aggregate amount of Principal Receivables outstanding in



------------------------
(2) /      To be dated as of the applicable Addition Date.
                                      B-1
<PAGE>   103

such Account, which computer file, microfiche list or printed list shall
supplement SCHEDULE I to the Agreement.

                  3. CONVEYANCE OF RECEIVABLES.

                  (a) The Seller does hereby sell, transfer, assign, set over
and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of
the Certificateholders, all its right, title and interest in, to and under the
Receivables of such Additional Accounts existing at the close of business on the
Addition Date and thereafter created from time to time until the termination of
the Trust, all monies due or to become due and all amounts received with respect
thereto and all proceeds (including "proceeds" as defined in the UCC) thereof.
The foregoing does not constitute and is not intended to result in the creation
or assumption by the Trust, the Trustee, any Investor Certificateholder or any
Series Enhancer of any obligation of the Servicer, the Seller, or any other
Person in connection with the Accounts, the Receivables or under any agreement
or instrument relating thereto, including any obligation to Obligors, merchant
banks, merchant clearance systems, MasterCard, VISA or insurers.

                  (b) The Seller agrees to record and file, at its own expense,
financing statements (and continuation statements when applicable) with respect
to the Receivables now in Additional Accounts, meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect, and maintain perfection of, the sale and assignment of such
Receivables to the Trust, and to deliver a file-stamped copy of each such
financing statement or other evidence of such filing to the Trustee on or prior
to the Addition Date. The Trustee shall be under no obligation whatsoever to
file such financing or continuation statements or to make any other filing under
the UCC in connection with such sale and assignment.

                  (c) In connection with such sale, the Seller further agrees,
at its own expense, on or prior to the date of this Assignment, to indicate in
the appropriate computer files that Receivables created in connection with the
Additional Accounts and designated hereby have been conveyed to the Trust
pursuant to the Agreement and this Assignment for the benefit of the
Certificateholders.

                  (d) The Seller does hereby grant to the Trustee a security
interest in all of its right, title and interest in and to the Receivables now
existing and hereafter created in the Additional Accounts, all monies due or to
become due and all amounts received with respect thereto and all "proceeds"
(including "proceeds" as defined in the UCC) thereof. This Assignment
constitutes a security agreement under the UCC.

                  4. ACCEPTANCE BY TRUSTEE. The Trustee hereby acknowledges its
acceptance, on behalf of the Trust, of all right, title and interest to the
property, now existing and hereafter created, conveyed to the Trust pursuant to
Section 3(a) of this Assignment, and declares that it shall maintain such right,
title and interest, upon the Trust set forth in the Agreement for the benefit of
all Certificateholders. The Trustee further acknowledges that, prior to or
simultaneously with the execution and delivery of this Assignment, the Seller
delivered to the Trustee the computer file, microfiche list or printed list
described in Section 2 of this Assignment.


                                      B-2

<PAGE>   104

                  5. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
hereby represents and warrants to the Trustee, on behalf of the Trust, as of the
date of this Assignment and as of the Addition Date that:

                  (a) LEGAL VALID AND BINDING OBLIGATION. This Assignment
         constitutes a legal, valid and binding obligation of the Seller,
         enforceable against the Seller in accordance with its terms, except as
         such enforceability may be limited by applicable insolvency,
         reorganization, moratorium or other similar laws now or hereafter in
         effect affecting the enforcement of creditors' rights in general and
         the rights of creditors of national banking associations and except as
         such enforceability may be limited by general principles of equity
         (whether considered in a suit at law or in equity);

                  (b) ELIGIBILITY OF ACCOUNTS. Each Additional Account
         designated hereby is an Eligible Account;

                  (c) INSOLVENCY. As of each of the Addition Cut-Off Date and
         the Addition Date, no Insolvency Event with respect to the Seller has
         occurred and the transfer by the Seller of Receivables arising in the
         Additional Accounts to the Trust has not been made in contemplation of
         the occurrence thereof;

                  (d) PAY OUT EVENT. The Seller reasonably believes that (i) the
         addition of the Receivables arising in the Additional Accounts will
         not, based on the facts known to the Seller, then or thereafter cause a
         Pay Out Event to occur with respect to any Series and (ii) no selection
         procedure was utilized by the Seller which would result in the
         selection of Additional Accounts (from among the available Eligible
         Accounts owned by the Seller) that would be materially adverse to the
         interests of the Investor Certificateholders of any Series as of the
         Addition Date;

                  (e) SECURITY INTEREST. This Assignment constitutes a valid
         sale, transfer and assignment to the Trust of all right, title and
         interest of the Seller in the Receivables now existing or hereafter
         created in the Additional Accounts, all monies due or to become due and
         all amounts received with respect thereto and the "proceeds" (including
         "proceeds" as defined in the UCC as in effect in the State of New York
         and [other applicable states]) thereof, or, if this Assignment does not
         constitute a sale of such property, it constitutes a grant of a
         "security interest" (as defined in the UCC as in effect in the State of
         New York, and [other applicable states]) in such property to the Trust,
         which, in the case of existing Receivables and the proceeds thereof, is
         enforceable upon execution and delivery of this Assignment, and which
         will be enforceable with respect to such Receivables hereafter created
         and the proceeds thereof upon such creation. Upon the filing of the
         financing statements described in Section 3 of this Assignment and, in
         the case of the Receivables hereafter created and the proceeds thereof,
         upon the creation thereof, the Trust shall have a first priority
         perfected security or ownership interest in such property; provided,
         however, that such security interest in proceeds shall remain perfected
         after nine days from their receipt by the Seller only to the extent
         that such proceeds are identifiable cash proceeds or they come into the
         Trustee's possession within the applicable nine-day period; and
         provided further, that the Seller makes no representation or warranty
         with respect to the effect of Section 9-306(4) of the UCC of the rights
         of the Trustee to


                                      B-3

<PAGE>   105

         proceeds held by the Seller at the time insolvency proceedings are
         instituted by or against the Seller;

                  (f) NO CONFLICT. The execution and delivery by the Seller of
         this Assignment, the performance of the transactions contemplated by
         this Assignment and the fulfillment of the terms hereof applicable to
         the Seller, will not conflict with or violate any Requirements of Law
         applicable to the Seller or conflict with, result in any breach of any
         of the material terms and provisions of, or constitute (with or without
         notice or lapse of time or both) a material default under, any
         indenture, contract, agreement, mortgage, deed of trust or other
         instrument to which the Seller is a party or by which it or its
         properties are bound;

                  (g) NO PROCEEDINGS. There are no proceedings or
         investigations, pending or, to the best knowledge of the Seller,
         threatened against the Seller before any court, regulatory body,
         administrative agency or other tribunal or governmental instrumentality
         (i) asserting the invalidity of this Assignment, (ii) seeking to
         prevent the consummation of any of the transactions contemplated by
         this Assignment, (iii) seeking any determination or ruling that, in the
         reasonable judgment of the Seller, would materially and adversely
         affect the performance by the Seller of its obligations under this
         Assignment, (iv) seeking any determination or ruling that would
         materially and adversely affect the validity or enforceability of this
         Assignment or (v) seeking to affect adversely the income tax attributes
         of the Trust under the federal, or applicable state income or franchise
         tax laws; and

                  (h) ALL CONSENTS. All authorizations, consents, orders or
         approvals or other actions of any Person or of any court or other
         governmental authority required to be obtained by the Seller in
         connection with the execution and delivery of this Assignment by the
         Seller and the performance of the transactions contemplated by this
         Assignment by the Seller, have been obtained except where the failure
         to obtain such authorizations consents, orders or approvals would not
         have a material adverse effect on the Investor Certificateholders.

                  6. RATIFICATION OF AGREEMENT. As supplemented by this
Assignment, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Assignment shall be read, taken and
construed as one and the same instrument.

                  7. COUNTERPARTS. This Assignment 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.

                  8. GOVERNING LAW. THIS ASSIGNMENT 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.


                                      B-4
<PAGE>   106

                  IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Assignment to be duly executed by their respective officers as
of the day and year first above written.

                                        NATIONAL CITY BANK,
                                          as Seller and Servicer

                                        By:
                                               ------------------------------
                                               Name:
                                               Title:





                                        THE BANK OF NEW YORK,
                                               as Trustee

                                        By:
                                               ------------------------------
                                               Name:
                                               Title:


                                      B-5
<PAGE>   107

                                                                       EXHIBIT C
                                                                       ---------

             FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS
             -------------------------------------------------------

                         (AS REQUIRED BY SECTION 2.09 OF
                      THE POOLING AND SERVICING AGREEMENT)

                  This REASSIGNMENT NO. [___________] OF RECEIVABLES (THE
"REASSIGNMENT"), dated as of [___________],(3) / is executed by and among
National City Bank, as Seller (the "REMOVAL SELLER" and as "SERVICER") and THE
BANK OF NEW YORK, a banking corporation organized and existing under the laws of
the State of New York (the "TRUSTEE"), pursuant to the Pooling and Servicing
Agreement referred to below.

                  WHEREAS, the Removal Seller, the Servicer and the Trustee are
parties to the Pooling and Servicing Agreement, dated as of June 1, 1995, as
amended and restated as of July 1, 2000 (as may be amended and supplemented from
time to time, the "AGREEMENT");

                  WHEREAS, pursuant to the Agreement, the Removal Seller wishes
to remove from the Trust all Receivables in certain designated Accounts owned by
the Removal Seller (the "REMOVED ACCOUNTS") and to cause the Trustee to reconvey
the Receivables of such Removed Accounts, whether now existing or hereafter
created, from the Trust to the Removal Seller; and

                  WHEREAS, the Trustee is willing to accept such designation and
to reconvey the Receivables in the Removed Accounts subject to the terms and
conditions hereof;

                  NOW, THEREFORE, the Seller, the Servicer and the Trustee
hereby agree as follows:

                  1. DEFINED TERMS. All terms defined in the Agreement and used
herein shall have such defined meanings when used herein, unless otherwise
defined herein.

                  "REMOVAL DATE" shall mean, with respect to the Removed
Accounts designated hereby, [_______________], [_______________].

                  "REMOVAL NOTICE DATE" shall mean, with respect to the Removed
Accounts, [_______________], [_______________].

                  2. DESIGNATION OF REMOVED ACCOUNTS. On or before the date that
is 10 Business Days after the Removal Date, the Removal Seller will deliver to
the Trustee a computer file, microfiche list or printed list containing a true
and complete schedule identifying all Accounts the Receivables of which are
being removed from the Trust, specifying for each such Account, as of the
Removal Notice Date, its account number, the aggregate amount outstanding in
such Account and the aggregate amount of Principal Receivables in such Account,
which computer file, microfiche list or printed list shall supplement SCHEDULE 1
to the Agreement.

                  3.       CONVEYANCE OF RECEIVABLES.
----------------
(3)/      To be dated as of the Removal Date.


                                      C-1
<PAGE>   108

                  (a) The Trustee does hereby transfer, assign, set over and
otherwise convey to the Removal Seller, without recourse, on and after the
Removal Date, all right, title and interest of the Trust in, to and under the
Receivables existing at the close of business on the Removal Date and thereafter
created from time to time in the Removed Accounts designated hereby, all monies
due or to become due and all amounts received with respect thereto and all
proceeds thereof.

                  (b) In connection with such transfer, the Trustee agrees to
execute and deliver to the Removal Seller on or prior to the date this
Reassignment is delivered, applicable UCC termination statements with respect to
the Receivables existing at the close of business on the Removal Date and
thereafter created from time to time in the Removed Accounts reassigned hereby
and the proceeds thereof, evidencing the release by the Trust of its interest in
the Receivables in the Removed Accounts, and meeting the requirements of
applicable state law, in such manner and such jurisdictions as are necessary to
terminate such interest.

                  4. REPRESENTATIONS AND WARRANTIES OF THE REMOVAL SELLER. The
Removal Seller hereby represents and warrants to the Trustee, on behalf of the
Trust, as of the Removal Date:

                  (a) LEGAL VALID AND BINDING OBLIGATION. This Reassignment
constitutes a legal, valid and binding obligation of the Removal Seller,
enforceable against the Removal Seller, in accordance with its terms, except as
such enforceability may be limited by applicable insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and the rights of creditors of
national banking associations and except as such enforceability may be limited
by general principles of equity (whether considered in a suit at law or in
equity);

                  (b) PAY OUT EVENT. The Removal Seller reasonably believes that
(i) the removal of the Receivables existing in the Removed Accounts will not,
based on the facts known to the Removal Seller, then or thereafter cause a Pay
Out Event to occur with respect to any Series and (ii) no selection procedure
was utilized by the Removal Seller which would result in a selection of Removed
Accounts that would be materially adverse to the interests of the Investor
Certificateholders of any Series as of the Removal Date; and

                  (c) LIST OF REMOVED ACCOUNTS. The list of Removed Accounts
delivered pursuant to Section 2.09(c) of the Agreement, as of the Removal Date,
is true and complete in all material respects.

                  5. RATIFICATION OF AGREEMENT. As supplemented by this
Reassignment, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Reassignment shall be read, taken and
construed as one and the same instrument.

                  6. COUNTERPARTS. This Reassignment 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.

                  7. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT


                                      C-2
<PAGE>   109

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.

                  IN WITNESS WHEREOF, the Removal Seller, the Servicer and the
Trustee have caused this Reassignment to be duly executed by their respective
officers as of the day and year first above written.

                                        NATIONAL CITY BANK,
                                         as Removal Seller and Servicer

                                        By:
                                               -------------------------------
                                               Name:
                                               Title:





                                        THE BANK OF NEW YORK,
                                               as Trustee

                                        By:
                                               -------------------------------
                                               Name:
                                               Title:



                                      C-3
<PAGE>   110



                                                                       EXHIBIT D
                                                                       ---------

                      FORM OF ANNUAL SERVICER'S CERTIFICATE
                      -------------------------------------

                    (To be delivered on or before March 31 of
                each calendar year beginning with March 31, 1996,
                   pursuant to Section 3.05 of the Pooling and
                     Servicing Agreement referred to below)

                               NATIONAL CITY BANK

                     NATIONAL CITY CREDIT CARD MASTER TRUST

                  The undersigned, a duly authorized representative of National
City Bank ("NCB"), as Servicer (in such capacity, "SERVICER"), pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 1995, as amended and
restated as of July 1, 2000 (as may be amended and supplemented from time to
time, the "Agreement"), among National City Bank, as Seller and Servicer and The
Bank of New York, as Trustee, does hereby certify that:

                  1. NCB is, as of the date hereof, the Servicer under the
Agreement.

                  2. The undersigned is a Servicing Officer who is duly
authorized pursuant to the Agreement to execute and deliver this Certificate to
the Trustee.

                  3. A review of the activities of NCB, during the fiscal year
ended [_______________], [_______________], and of its performance under the
Agreement was conducted under my supervision.

                  4. Based on such review, NCB has, to the best of my knowledge,
performed in all material respects its obligations under the Agreement
throughout such year and no default in the performance of such obligations has
occurred or is continuing except as set forth in paragraph 5 below.

                  5. The following is a description of each default in the
performance of NCB's obligations under the provisions of the Agreement known to
me to have been made by NCB during the fiscal year ended [_______________],
[_______________]. which sets forth in detail (i) the nature of each such
default, (ii) the action taken by NCB, if any, to remedy each such default and
(iii) the current status of each such default: [If applicable, insert "None."]

                  Capitalized terms used in this Certificate and not otherwise
defined herein shall have their respective meanings as set forth in the
Agreement.



                                      D-1

<PAGE>   111


                  IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this [____________] day of [__], 20[__].




                                        NATIONAL CITY BANK,
                                          as Seller and Servicer

                                        By:
                                               -------------------------------
                                               Name:
                                               Title:



                                      D-2
<PAGE>   112


                                                                     EXHIBIT E-1
                                                                     -----------

                        FORM OF PRIVATE PLACEMENT LEGEND
                        --------------------------------

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY
PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE
PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS
SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

                  THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
A BENEFIT PLAN (AS DEFINED HEREIN).


                                     E-1-1
<PAGE>   113



                                                                     EXHIBIT E-2
                                                                     -----------

                          FORM OF REPRESENTATION LETTER
                          -----------------------------

                                                                          [Date]

National City Bank
1900 East 9th Street
Cleveland, Ohio 44114

[ATTENTION:  GENERAL COUNSEL]

                   Re:   Purchase of $[______](4) / principal amount of National
                         City Credit Card Master Trust, [Class ___],
                         [_______%] [FLOATING RATE] ASSET BACKED CERTIFICATES,
                         SERIES [_______]

                  Ladies and Gentlemen:

                  In connection with our purchase of the above-referenced Asset
Backed Certificates (the "Certificates") we confirm that:

                  (i) we understand that the Certificates are not being
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), and are being sold to us in a transaction that is exempt from
         the registration requirements of the 1933 Act;

                  (ii) any information we desire concerning the Certificates or
         any other matter relevant to our decision to purchase the certificates
         is or has been made available to us;

                  (iii) we have such knowledge and experience in financial and
         business matters as to be capable of evaluating the merits and risks of
         an investment in the Certificates, and we (and any account for which we
         are purchasing under paragraph (iv) below) are able to bear the
         economic risk of an investment in the Certificates; we (and any account
         for which we are purchasing under paragraph (iv) below) are an
         "accredited investor" (as such term is defined in Rule 501(a)(1), (2)
         or (3) of Regulation D under the 1933 Act); and we are not, and none of
         such accounts is, a Benefit Plan;

                  (iv) we are acquiring the Certificates for our own account or
         for accounts as to which we exercise sole investment discretion and not
         with a view to any distribution of the Certificates, subject,
         nevertheless, to the understanding that the disposition of our property
         shall at all times be and remain within our control;

                  (v) we agree that the Certificates must be held indefinitely
         by us unless subsequently registered under the 1933 Act or an exemption
         from any registration requirements of the 1933 Act and any applicable
         state securities laws available;

------------------
(4) /      Not less than $250,000 minimum principal amount.


                                     E-2-1

<PAGE>   114

                  (vi) we agree that in the event that at some future time we
         wish to dispose of or exchange any of the Certificates (such
         disposition or exchange not being currently foreseen or contemplated),
         we will not transfer or exchange any of the Certificates unless:

                           (A) (1) the sale is of at least U.S. $250,000
                  principal amount of Certificates to an Eligible Purchaser (as
                  defined below), (2) a letter to substantially the same effect
                  as paragraphs (i), (ii), (iii), (iv), (v) and (vi) of this
                  letter is executed promptly by the purchaser and (3) all
                  offers or solicitations in connection with the sale, whether
                  directly or through any agent acting on our behalf, are
                  limited only to Eligible Purchasers and are not made by means
                  of any form of general solicitation or general advertising
                  whatsoever; or

                           (B) the Certificates are transferred pursuant to Rule
                  144 under the 1933 Act by us after we have held them for more
                  than three (3) years; or

                           (C) the Certificates are sold in any other
                  transaction that does not require registration under the 1933
                  Act and, if the Seller, the Servicer, the Trustee or the
                  Transfer Agent and Registrar so requests, we theretofore have
                  furnished to such party an Opinion of Counsel, in form and
                  substance satisfactory to such party, to such effect; or

                           (D) the Certificates are transferred pursuant to Rule
                  144A under the 1933 Act or another exemption available under
                  the 1933 Act; and

                  (vii) we understand that the Certificates will bear a legend
         to substantially the following effect:

                           "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
                           NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY
                           BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                           EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
                           OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY
                           STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
                           AVAILABLE EXEMPTION FROM SUCH REGISTRATION
                           PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS
                           SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
                           POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN."

                           "THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
                           ACCOUNT OF A BENEFIT PLAN (AS DEFINED HEREIN)."

The first paragraph of this legend may be removed if the Seller, the Servicer,
the Trustee and the Transfer Agent and Registrar have received an Opinion of
Counsel satisfactory to them, in form and substance satisfactory to them, to the
effect that such paragraph may be removed.


                                     E-2-2

<PAGE>   115

                  "ELIGIBLE PURCHASER" means either an Eligible Dealer or a
corporation, partnership or other entity which we have reasonable grounds to
believe and do believe can make representations with respect to itself to
substantially the same effect as the representations set forth herein. "ELIGIBLE
DEALER" means any corporation or other entity the principal business of which is
acting as a broker and/or dealer in securities. "BENEFIT PLAN" means any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or
an entity whose underlying assets include plan assets of any such plan, trust or
account by reason of its investment in such entity. Capitalized terms used but
not defined herein shall have the meanings given to such terms in the Pooling
and Servicing Agreement, dated as of June 1, 1995, as amended and restated as of
July 1, 2000, among National City Bank, as Seller and Servicer, a national
banking association and The Bank of New York, a banking corporation organized
and existing under the laws of the State of New York, as Trustee.

                                        Very truly yours,



                                        --------------------------------
                                        (Name of Purchaser)




                                         By:
                                            ----------------------------
                                            (Authorized Officer)



                                     E-2-3

<PAGE>   116

                                                                     EXHIBIT E-3
                                                                     -----------
                                  ERISA LEGEND
                                  ------------

THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS
DEFINED HEREIN). (5)/





----------------------------
(5) The following text should be included in any Certificate in which the above
legend appears: The [Class ] Certificates may not be acquired by or for the
account of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986,
as amended, or an entity whose underlying assets include plan assets of any such
plan, trust or account by reason of its investment in such entity (a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Certificate, the applicable Certificate Owner or
Owners shall be deemed to have represented and warranted that it or they are not
Benefit Plans.


                                     E-3-1

<PAGE>   117


                                                                       EXHIBIT F
                                                                       ---------
                                    RESERVED
                                    --------





                                      F-1
<PAGE>   118



                                                                       EXHIBIT G
                                                                       ---------
                                    RESERVED
                                    --------




                                      G-1

<PAGE>   119



                                                                     EXHIBIT H-1
                                                                     -----------
                           FORM OF OPINION OF COUNSEL
                           WITH RESPECT TO AMENDMENTS
                           --------------------------

                          PROVISIONS TO BE INCLUDED IN
                   OPINION OF COUNSEL TO BE DELIVERED PURSUANT
                             TO SECTION 13.02(d)(i)

                  The opinions set forth below may be subject to all the
qualifications, assumptions, limitations and exceptions taken or made in the
Opinions of Counsel delivered on any applicable Closing Date.

                  (i) The amendment to the [Pooling and Servicing Agreement],
         [Supplement], attached hereto as SCHEDULE 1 (the "AMENDMENT" ), has
         been duly authorized, executed and delivered by the Seller and the
         Servicer and constitutes the legal, valid and binding agreement of the
         Seller and the Servicer, respectively, enforceable in accordance with
         its terms, except as such enforceability may be limited by applicable
         insolvency, reorganization, moratorium or other laws from time to time
         in effect affecting creditors' rights generally or the rights of
         creditors of national banking associations. The enforceability of the
         respective obligations of the Seller and the Servicer is also subject
         to general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law)

                  (ii) The Amendment has been entered into in accordance with
         the terms and provisions of Section 13.01 of the Pooling and Servicing
         Agreement.



                                     H-1-1
<PAGE>   120


                                                                     EXHIBIT H-2
                                                                     -----------
                           FORM OF OPINION OF COUNSEL
                            WITH RESPECT TO ACCOUNTS
                            ------------------------

                          PROVISIONS TO BE INCLUDED IN
                            OPINION OF COUNSEL TO BE
                              DELIVERED PURSUANT TO
                          SECTION 13.02(d)(ii) OR (iii)

                  The opinions set forth below may be subject to all the
qualifications, assumptions, limitations and exceptions taken or made in the
Opinions of Counsel delivered on any applicable Closing Date.

                  1. The Receivables will constitute either "general
intangibles" or "ACCOUNTS", in each case as defined under Section 9-106 of the
UCC.

                  2. If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement constitutes a true sale of the Receivables
to the Trust:

                  (i) with respect to Receivables in existence on the date
         hereof, such sale transfers all of the right, title and interest of
         National City Bank (the "SELLER") in and to such Receivables to the
         Trust, free and clear of any Liens now existing or hereafter created,
         but subject to the rights of the Seller or of Holders of the Seller
         Interest; and

                  (ii) with respect to Receivables which come into existence
         after the date hereof, upon the creation of such Receivables and the
         subsequent transfer of such Receivables to the Trust in accordance with
         the Pooling and Servicing Agreement and receipt by the Seller of the
         consideration therefor required pursuant to the Pooling and Servicing
         Agreement, such sale will transfer all of the right, title and interest
         of the Seller in and to such Receivables to the Trust, free and clear
         of any Liens, but subject to the rights of the Seller or the Holders of
         the Seller Interest;

and, in either case, no further action will thereafter be required to protect
the Trust's ownership interest in the Receivables against creditors of, or
subsequent purchasers from, the Seller. We note, however, that if the
Receivables constitute "general intangibles" rather than "accounts," in each
case as defined under Section 9-106 of the UCC, it is arguable that the Trust's
ownership interest with respect to Receivables which come into existence after
the date hereof will be subject to Liens which are in existence on the date of
such transfer. However, in our judgment a court following proper consideration
of all relevant factors should hold that the Trust's ownership interest is not
subject to such Liens. We further note that unless the obligor in respect of a
Receivable has received notice of the assignment thereof (such notice not being
contemplated by the Pooling and Servicing Agreement), bona fide payments made by
such obligor to the Seller or a second assignee of such Receivable (as to which
such obligor has received notice of such assignment) will discharge such
obliger's obligations to the extent of such payment, and such payment will be
recoverable only from the Seller or, in certain cases, such second assignee, as
the case may be.



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<PAGE>   121

                  3. If the transfer of the Receivables to the Trust pursuant to
the Pooling and Servicing Agreement does not constitute a true sale of the
Receivables to the Trust, then the Pooling and Servicing Agreement creates a
valid security interest in favor of the Trustee, for the benefit of the
Certificateholders, in the Seller's right, title and interest in and to the
Receivables and the proceeds thereof securing the obligations of the Seller
thereunder. If the transfer of the Receivables to the Trust constitutes a true
sale of the Receivables to the Trust but such sale is not effective as of the
date of such transfer to convey to the Trust free and clear of any Lien
Receivables not existing on such date, Section 2.01 of the Pooling and Servicing
Agreement creates a valid security interest in favor of the Trustee, for the
benefit of the Certificateholders, in the Seller's right, title and interest in
and to the Receivables and the proceeds thereof securing the obligations of the
Seller thereunder, to the extent such right, title and interest is not so
conveyed to the Trust. We have been advised by the Seller (but have not
independently verified) that the Financing Statements have been duly filed with
the Office of the Secretary of State of the State of [___________] and [other
applicable states], and, accordingly, such security interest constitutes a
perfected security interest in such Receivables and the proceeds thereof subject
to no prior Liens, enforceable as such against creditors of, and subsequent
purchasers from, the Seller, subject to insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or affecting creditors'
rights generally or the rights of creditors of national banking associations and
to general equity principles, but subject to the matters discussed in paragraph
4 below. Such perfection, priority and enforceability of the security interest
of the Trustee, for the benefit of the Certificateholders, would not be affected
by an increase or decrease in the relative interests in the Receivables of the
Investor Certificateholders and the Seller as Holders of the Seller Interest.

                  4. Should the FDIC be appointed as a receiver or conservator
for the Seller and should a court characterize the transfers of the Receivables
and the proceeds thereof pursuant to the Pooling and Servicing Agreement as a
transfer of collateral as security for the obligations of the Seller under the
Pooling and Servicing Agreement rather than a sale, no statute, case or
regulation would, of its own force, cause the security interest of the Trustee
for the benefit of the Certificateholders in the Receivables and the proceeds
thereof to be subject to avoidance by the FDIC as receiver or conservator for
the Seller.



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<PAGE>   122
                                                                      SCHEDULE 1
                                                                      ----------
                                LIST OF ACCOUNTS
                                ----------------

                      [Original list delivered to Trustee]