SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MBNA America Bank, National Association
(Exact name of registrant as specified in its charter)
United States 51-0331454
(State of incorporation or organization) (IRS Employer
Identification No.)
1100 North King Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
MBNA Master Credit Card Trust II
Class A Floating Rate Asset Backed Certificates, Series 1997-K
Class B Floating Rate Asset Backed Certificates, Series 1997-K
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Asset Backed Certificates appearing
under the captions entitled: "Summary of Terms"; "Risk
Factors"; "The Receivables"; "Maturity Assumptions";
"Receivable Yield Considerations"; and "Description of the
Certificates" in the Prospectus Supplement dated October 9,
1997 and "Prospectus Summary"; "Risk Factors"; "The
Receivables"; "Maturity Assumptions"; "Description of the
Certificates"; "Certain Legal Aspects of the Receivables";
"Federal Income Tax Consequences"; and "ERISA Considerations"
in the Prospectus, dated October 8, 1997 (the Prospectus and
the Prospectus Supplement are incorporated herein by
reference as Exhibit 5).
Item 2. Exhibits.
Exhibit 1--Form of specimens of certificates representing
Class A Floating Rate Asset Backed Certificates,
Series 1997-K and Class B Floating Rate Asset Backed
Certificates, Series 1997-K.
Exhibit 2--Pooling and Servicing Agreement (included in
Exhibit 4 to the Registrant's Form 8-K, as filed
with the Securities and Exchange Commission on
October 14, 1994, which is incorporated herein by
reference).
Exhibit 3--First Amendment to Pooling and Servicing
Agreement, dated as of March 11, 1996 (included in
Exhibit 3 to the Registrant's Form 8-A, as filed
with the Securities and Exchange Commission on April
5, 1996, which is incorporated herein by reference).
Exhibit 4--Series 1997-K Supplement.
Exhibit 5--Prospectus Supplement dated October 9, 1997, as
filed with the Securities and Exchange Commission on
October 10, 1997, pursuant to Rule 424(b)(2),
together with the Prospectus dated October 8, 1997,
as filed with the Securities and Exchange Commission
on October 9, 1997, pursuant to Rule 424(b)(5).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Form 8-A to be signed on its behalf by the undersigned, thereto duly
authorized.
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Date: October 22, 1997
By: /s/ Jerry M. Hamstead
Jerry M. Hamstead
First Vice
President
INDEX TO EXHIBITS
Exhibit
Number- Exhibit
1-Form of specimens of certificates representing Class A Floating Rate
Asset Backed Certificates, Series 1997-K and Class B Floating Rate Asset
Backed Certificates, Series 1997-K.
2-Pooling and Servicing Agreement (included in Exhibit 4 to the
Registrant's Form 8-K, as filed with the Securities and Exchange
Commission on October 14, 1994, which is incorporated herein by
reference).
3-First Amendment to Pooling and Servicing Agreement, dated as of March
11, 1996 (included in Exhibit 3 to the Registrant's Form 8-A, as filed
with the Securities and Exchange Commission on April 5, 1996, which is
incorporated herein by reference).
4-Series 1997-K Supplement.
5-Prospectus Supplement dated October 9, 1997, as filed with the
Securities and Exchange Commission on October 10, 1997, pursuant to Rule
424(b)(2), together with the Prospectus dated October 8, 1997, as filed
with the Securities and Exchange Commission on October 9, 1997, pursuant
to Rule 424(b)(5), is incorporated herein by reference.
DOCSDC1:54385.1 2
CLASS A
Unless this Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to MBNA
America Bank, National Association or its agent
for registration of transfer, exchange or payment,
and any certificate issued is registered in the
name of Cede & Co. or in such other name as
requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 1 $ 200,000,000
CUSIP No. 55262TCS0
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-K
Evidencing an Undivided Interest in a trust, the corpus of
which consists of a portfolio of MasterCard registered
trademark and VISA registered trademark credit card
receivables generated or acquired by MBNA America Bank,
National Association and other assets and interests
constituting the Trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which
consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created and arising in connection
with selected MasterCard and VISA credit card accounts (the
"Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the
United States, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables
but excluding recoveries on any charged-off Receivables),
the right to certain amounts received as Interchange with
respect to the Accounts, the benefits of the Collateral
Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as
of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1997-K Supplement dated as of
October 22, 1997 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National
Association, as Seller (the "Seller") and as Servicer (the
"Servicer"), and The
Bank of New York, as Trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth
hereinbelow. The Series 1997-K Certificates are issued in
two classes, the Class A Certificates (of which this
certificate is one) and the Class B Certificates, which are
subordinated to the Class A Certificates in certain rights
of payment as described herein and in the Pooling and
Servicing Agreement.
The Seller has structured the Pooling and
Servicing Agreement and the Series 1997-K Certificates with
the intention that the Series 1997-K Certificates will
qualify under applicable tax law as indebtedness, and each
of the Seller, the Holder of the Seller Certificate, the
Servicer and each Series 1997-K Certificateholder (or Series
1997-K Certificate Owner) by acceptance of its Series 1997-K
Certificate (or in the case of a Series 1997-K Certificate
Owner, by virtue of such Series 1997-K Certificate Owner's
acquisition of a beneficial interest therein), agrees to
treat and to take no action inconsistent with the treatment
of the Series 1997-K Certificates (or any beneficial
interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series
1997-K Certificateholder agrees that it will cause any
Series 1997-K Certificate Owner acquiring an interest in a
Series 1997-K Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the
Series 1997-K Certificates as indebtedness for certain tax
purposes.
To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement. This Class A
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by
virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
Although a summary of certain provisions of the
Pooling and Servicing Agreement is set forth below, this
Class A Certificate is qualified in its entirety by the
terms and provisions of the Pooling and Servicing Agreement
and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of
the Trustee.
Interest will accrue on the Class A Certificates
from the Closing Date through November 16, 1997 and from
November 17, 1997 through December 14, 1997, and with
respect to each Interest Period thereafter, at the rate of
0.12% per annum above LIBOR, as more specifically set forth
in the Pooling and Servicing Agreement, and will be
distributed on December 15, 1997 and on the 15th day of each
calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution
Date"), to the Class A Certificateholders of record as of
the last Business Day of the calendar month preceding such
Distribution Date. During the Rapid Amortization Period, in
addition to Class A Monthly Interest, Class A Monthly
Principal will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar
month commencing in the month following the commencement of
the Rapid Amortization Period until the Class A Certificates
have been paid in full. During the Controlled Accumulation
Period, in addition to monthly payments of Class A Monthly
Interest, the amount on deposit in the Principal Funding
Account will be distributed as principal to the Class A
Certificateholders on the November 2005 Distribution Date,
unless distributed earlier as a result of the occurrence of
a Pay Out Event in accordance with the Pooling and Servicing
Agreement.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual
signature, this Class A Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National
Association has caused this Series 1997-K Class A
Certificate to be duly executed under its official seal.
By: /s/ SPECIMEN
Authorized Officer
[Seal]
Attested to:
By:_/s/ SPECIMEN
Cashier
Date: October 22, 1997
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-K Class A
Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By: /s/ SPECIMEN
Authorized Signatory
Date: October 22, 1997
CLASS B
Unless this Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to MBNA
America Bank, National Association or its agent
for registration of transfer, exchange or payment,
and any certificate issued is registered in the
name of Cede & Co. or in such other name as
requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. 1 $ 56,250,000
CUSIP No. 55262TCT8
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-K
Evidencing an Undivided Interest in a trust, the corpus of
which consists of a portfolio of MasterCard registered
trademark and VISA registered trademark credit card
receivables generated or acquired by MBNA America Bank,
National Association and other assets and interests
constituting the Trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which
consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created and arising in connection
with selected MasterCard and VISA credit card accounts (the
"Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the
United States, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables
but excluding recoveries on any charged-off Receivables),
the right to certain amounts received as Interchange with
respect to the Accounts, the benefits of the Collateral
Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as
of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1997-K Supplement dated as of
October 22, 1997 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National
Association, as Seller (the "Seller") and as Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions
of which is set forth hereinbelow. The Series 1997-K
Certificates are issued in two classes, the Class A
Certificates and the Class B Certificates (of which this
certificate is one), which are subordinated to the Class A
Certificates in certain rights of payment as described
herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and
Servicing Agreement and the Series 1997-K Certificates with
the intention that the Series 1997-K Certificates will
qualify under applicable tax law as indebtedness, and each
of the Seller, the Holder of the Seller Certificate, the
Servicer and each Series 1997-K Certificateholder (or Series
1997-K Certificate Owner) by acceptance of its Series 1997-K
Certificate (or in the case of a Series 1997-K Certificate
Owner, by virtue of such Series 1997-K Certificate Owner's
acquisition of a beneficial interest therein), agrees to
treat and to take no action inconsistent with the treatment
of the Series 1997-K Certificates (or any beneficial
interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series
1997-K Certificateholder agrees that it will cause any
Series 1997-K Certificate Owner acquiring an interest in a
Series 1997-K Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the
Series 1997-K Certificates as indebtedness for certain tax
purposes.
To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement. This Class B
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by
virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.
Although a summary of certain provisions of the
Pooling and Servicing Agreement is set forth below, this
Class B Certificate is qualified in its entirety by the
terms and provisions of the Pooling and Servicing Agreement
and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of
the Trustee.
Interest will accrue on the Class B Certificates
from the Closing Date through November 16,1997 and from
November 17, 1997 through December 14, 1997, and with
respect to each Interest Period thereafter, at the rate of
0.32% per annum above LIBOR, as more specifically set forth
in the Pooling and Servicing Agreement, and will be
distributed on December 15, 1997 and on the 15th day of each
calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution
Date"), to the Class B Certificateholders of record as of
the last Business Day of the calendar month preceding such
Distribution Date. During the Rapid Amortization Period, in
addition to Class B Monthly Interest, Class B Monthly
Principal will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar
month commencing in the month following the commencement of
the Rapid Amortization Period until the Class B Certificates
have been paid in full or, during the Controlled
Accumulation Period following the payment in full of the
Class A Investor Interest, on the November 2005 Distribution
Date, unless distributed earlier as a result of the
occurrence of a Pay Out Event.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual
signature, this Class B Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National
Association has caused this Series 1997-K Class B
Certificate to be duly executed under its official seal.
By: /s/ SPECIMEN
Authorized Officer
[Seal]
Attested to:
By: /s/ SPECIMEN
Cashier
Date: October 22, 1997
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-K Class B
Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By: /s/ SPECIMEN
Authorized Signatory
Date: October 22, 1997
DOCSDC1:53801.2
EXECUTION COPY
____________________________________________________________
_____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1997-K Certificateholders
________________________________________
SERIES 1997-K SUPPLEMENT
Dated as of October 22, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-K
____________________________________________________________
____ SERIES 1997-K SUPPLEMENT, dated as of October 22,
1997 (this "Series Supplement"), by and between MBNA AMERICA
BANK, NATIONAL ASSOCIATION, a national banking association,
as Seller and Servicer, and THE BANK OF NEW YORK, as Trustee
under the Pooling and Servicing Agreement dated as of August
4, 1994 between MBNA America Bank, National Association and
the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among
other things, that the Seller and the Trustee may at any
time and from time to time enter into a supplement to the
Agreement for the purpose of authorizing the delivery by the
Trustee to the Seller for the execution and redelivery to
the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and
the Trust shall create a new Series of Investor Certificates
and shall specify the Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby
created a Series of Investor Certificates to be issued in
two classes pursuant to the Agreement and this Series
Supplement and to be known together as the "Series 1997-K
Certificates." The two classes shall be designated the
Class A Floating Rate Asset Backed Certificates, Series 1997-
K (the "Class A Certificates") and the Class B Floating Rate
Asset Backed Certificates, Series 1997-K (the "Class B
Certificates"). The Class A Certificates and the Class B
Certificates shall be substantially in the form of Exhibits
A-1 and A-2 hereto, respectively. In addition, there is
hereby created a third Class of an uncertificated interest
in the Trust which shall be deemed to be an "Investor
Certificate" for all purposes under the Agreement and this
Series Supplement, except as expressly provided herein, and
which shall be known as the Collateral Interest, Series 1997-
K (the "Collateral Interest").
(b) Series 1997-K shall be included in Group One
(as defined below). Series 1997-K shall not be subordinated
to any other Series.
(c) The Collateral Interest Holder, as holder of
an "Investor Certificate" under the Agreement, shall be
entitled to the benefits of the Agreement and this Series
Supplement upon payment by the Collateral Interest Holder of
amounts owing on the Closing Date pursuant to the Loan
Agreement. Notwithstanding the foregoing, except as
expressly provided herein, the provisions of Article VI and
Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and
surrender of Registered Certificates and the opinion
described in Section 6.09(b)(d)(i) and clause (a) and (c) of
the definition of Tax Opinion in Section 1.01 of the
Agreement shall not be applicable to the Collateral
Interest.
SECTION 2. Definitions.
In the event that any term or provision contained
herein shall conflict with or be inconsistent with any
provision contained in the Agreement, the terms and
provisions of this Series Supplement shall govern. All
Article, Section or subsection references herein shall mean
Articles, Sections or subsections of the Agreement, except
as otherwise provided herein. All capitalized terms not
otherwise defined herein are defined in the Agreement. Each
capitalized term defined herein shall relate only to the
Investor Certificates and no other Series of Certificates
issued by the Trust.
"Accumulation Period" shall mean, solely for the
purposes of the definition of Group One Monthly Principal
Payment as such term is defined in each Supplement relating
to Group One, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each
Monthly Period, a fraction, the numerator of which is equal
to the sum of the initial investor interests of all
outstanding Series, and the denominator of which is equal to
the sum of (a) the Initial Investor Interest, (b) the
initial investor interests of all outstanding Series (other
than Series 1997-K) which are not expected to be in their
revolving periods, and (c) the initial investor interests of
all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their
revolving periods; provided, however, that this definition
may be changed at anytime if the Rating Agency Condition is
satisfied.
"Accumulation Period Length" shall have the
meaning assigned such term in subsection 4.09(i).
"Accumulation Shortfall" shall initially mean zero
and shall thereafter mean, with respect to any Monthly
Period during the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount for the
previous Monthly Period over the amount deposited into the
Principal Funding Account pursuant to subsections 4.09(e)(i)
and 4.09(e)(ii) with respect to the Class A Certificates and
the Class B Certificates, respectively, for the previous
Monthly Period.
"Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the
sum of (a) the Class A Adjusted Investor Interest and (b)
the Class B Adjusted Investor Interest and (c) the
Collateral Interest.
"Aggregate Investor Default Amount" shall mean,
with respect to any Monthly Period, the sum of the Investor
Default Amounts in respect of such Monthly Period.
"Available Investor Principal Collections" shall
mean with respect to any Monthly Period, an amount equal to
(a) the Investor Principal Collections for such Monthly
Period, minus (b) the amount of Reallocated Collateral
Principal Collections and Reallocated Class B Principal
Collections with respect to such Monthly Period which
pursuant to Section 4.12 are required to fund the Class A
Required Amount and the Class B Required Amount, plus (c)
the amount of Shared Principal Collections with respect to
Group One that are allocated to Series 1997-K in accordance
with subsection 4.13(b).
"Available Reserve Account Amount" shall mean,
with respect to any Transfer Date, the lesser of (a) the
amount on deposit in the Reserve Account on such date (after
taking into account any interest and earnings retained in
the Reserve Account pursuant to subsection 4.15(b) on such
date, but before giving effect to any deposit made or to be
made pursuant to subsection 4.11(i) to the Reserve Account
on such date) and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any
Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is equal to the sum of the
Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Monthly Interest, each for the related Interest
Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly
Period, and the denominator of which is the Investor
Interest as of the close of business on the last day of such
Monthly Period.
"Certificateholder Servicing Fee" shall have the
meaning specified in subsection 3(a) hereof.
"Class A Additional Interest" shall have the
meaning specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean,
with respect to any date of determination, an amount equal
to the Class A Investor Interest minus the funds on deposit
in the Principal Funding Account (in an amount not to exceed
the Class A Investor Interest) on such date of
determination.
"Class A Available Funds" shall mean, with respect
to any Monthly Period, an amount equal to the sum of (a) the
Class A Floating Allocation of the Collections of Finance
Charge Receivables and amounts with respect to Annual
Membership Fees allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on
the related Transfer Date with respect to the preceding
Monthly Period pursuant to the third paragraph of subsection
4.03(a) and Section 2.08 of the Agreement and subsection
3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to
Servicer Interchange, (b) with respect to any Monthly Period
during the Controlled Accumulation Period, the Principal
Funding Investment Proceeds to be treated as Class A
Available Funds pursuant to subsection 4.14(b)(i), if any,
with respect to the related Transfer Date and (c) amounts,
if any, to be withdrawn from the Reserve Account which will
be deposited into the Finance Charge Account on the related
Transfer Date to be treated as Class A Available Funds
pursuant to subsections 4.15(b) and 4.15(d)(i).
"Class A Certificate Rate" shall mean from the
Closing Date through November 16, 1997 and from November 17,
1997 through December 14, 1997, and with respect to each
Interest Period thereafter, a per annum rate equal to 0.12%
per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.
"Class A Certificateholder" shall mean the Person
in whose name a Class A Certificate is registered in the
Certificate Register.
"Class A Certificates" shall mean any of the
certificates executed by the Seller and authenticated by or
on behalf of the Trustee, substantially in the form of
Exhibit A-1 hereto.
"Class A Deficiency Amount" shall have the meaning
specified in subsection 4.06(a).
"Class A Fixed Allocation" shall mean, with
respect to any Monthly Period following the Revolving
Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is
the Class A Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of
which is equal to the Investor Interest as of the close of
business on the last day of the Revolving Period.
"Class A Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Class A Adjusted Investor
Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is
equal to the Adjusted Investor Interest as of the close of
business on such day; provided, however, that, with respect
to the first Monthly Period, the Class A Floating Allocation
shall mean the percentage equivalent of a fraction, the
numerator of which is the Class A Initial Investor Interest
and the denominator of which is the Initial Investor
Interest.
"Class A Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class A
Certificates, which is $637,500,000.
"Class A Investor Allocation" shall mean with
respect to any Monthly Period, (a) with respect to Default
Amounts and Finance Charge Receivables at any time and
Principal Receivables during the Revolving Period, the Class
A Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Class A Fixed Allocation.
"Class A Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with
respect to each Transfer Date, an amount equal to the
product of (a) the Aggregate Investor Default Amount for the
related Monthly Period and (b) the Class A Floating
Allocation applicable for the related Monthly Period.
"Class A Investor Interest" shall mean, on any
date of determination, an amount equal to (a) the Class A
Initial Investor Interest, minus (b) the aggregate amount of
principal payments made to Class A Certificateholders prior
to such date and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to
subsection 4.10(a) over Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.11(b) prior to such date
of determination; provided, however, that the Class A
Investor Interest may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly
interest distributable in respect of the Class A
Certificates as calculated in accordance with subsection
4.06(a).
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A
Certificates as calculated in accordance with subsection
4.07(a).
"Class A Required Amount" shall have the meaning
specified in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning
specified in subsection 3(a) of this Series Supplement.
"Class B Additional Interest" shall have the
meaning specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean,
with respect to any date of determination, an amount equal
to the Class B Investor Interest minus the excess, if any,
of the Principal Funding Account Balance over the Class A
Investor Interest on such date of determination (such excess
not to exceed the Class B Investor Interest).
"Class B Available Funds" shall mean, with respect
to any Monthly Period, an amount equal to the sum of (a) the
Class B Floating Allocation of the Collections of Finance
Charge Receivables and amounts with respect to Annual
Membership Fees allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on
the related Transfer Date with respect to the preceding
Monthly Period pursuant to the third paragraph of subsection
4.03(a) and Section 2.08 of the Agreement and subsection
3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to
Servicer Interchange, (b) the Principal Funding Investment
Proceeds to be treated as Class B Available Funds pursuant
to subsection 4.14(b)(ii), if any, with respect to the
related Transfer Date and (c) amounts, if any, to be
withdrawn from the Reserve Account which will be deposited
into the Finance Charge Account on the related Transfer Date
to be treated as Class B Available Funds pursuant to
subsection 4.15(d)(ii).
"Class B Certificate Rate" shall mean from the
Closing Date through November 16, 1997 and from November 17,
1997 through December 14, 1997, and with respect to each
Interest Period thereafter, a per annum rate equal to 0.32%
in excess of LIBOR, as determined on the related LIBOR
Determination Date.
"Class B Certificateholder" shall mean the Person
in whose name a Class B Certificate is registered in the
Certificate Register.
"Class B Certificates" shall mean any of the
certificates executed by the Seller and authenticated by or
on behalf of the Trustee, substantially in the form of
Exhibit A-2 hereto.
"Class B Deficiency Amount" shall have the meaning
specified in subsection 4.06(b).
"Class B Fixed Allocation" shall mean, with
respect to any Monthly Period following the Revolving
Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is
the Class B Investor Interest as of the close of business on
the last day of the Revolving Period and the denominator of
which is equal to the Investor Interest as of the close of
business on the last day of the Revolving Period.
"Class B Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Class B Adjusted Investor
Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is
equal to the Adjusted Investor Interest as of the close of
business on such day; provided, however, that, with respect
to the first Monthly Period, the Class B Floating Allocation
shall mean the percentage equivalent of a fraction, the
numerator of which is the Class B Initial Investor Interest
and the denominator of which is the Initial Investor
Interest.
"Class B Initial Investor Interest" shall mean the
aggregate initial principal amount of the Class B
Certificates, which is $56,250,000.
"Class B Investor Allocation" shall mean with
respect to any Monthly Period, (a) with respect to Default
Amounts and Finance Charge Receivables at any time or
Principal Receivables during the Revolving Period, the Class
B Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Class B Fixed Allocation.
"Class B Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with
respect to each Transfer Date, an amount equal to the
product of (a) the Aggregate Investor Default Amount for the
related Monthly Period and (b) the Class B Floating
Allocation applicable for the related Monthly Period.
"Class B Investor Interest" shall mean, on any
date of determination, an amount equal to (a) the Class B
Initial Investor Interest, minus (b) the aggregate amount of
principal payments made to Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B
Investor Charge-Offs for all prior Transfer Dates pursuant
to subsection 4.10(b), minus (d) the amount of the
Reallocated Class B Principal Collections allocated pursuant
to subsection 4.12(a) on all prior Transfer Dates for which
the Collateral Interest has not been reduced, minus (e) an
amount equal to the amount by which the Class B Investor
Interest has been reduced on all prior Transfer Dates
pursuant to subsection 4.10(a) and plus (f) the aggregate
amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(d) for the
purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided, however, that
the Class B Investor Interest may not be reduced below zero.
"Class B Monthly Interest" shall mean the monthly
interest distributable in respect of the Class B
Certificates as calculated in accordance with subsection
4.06(b).
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B
Certificates as calculated in accordance with subsection
4.07(b).
"Class B Required Amount" shall have the meaning
specified in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Closing Date" shall mean October 22, 1997.
"Code" shall mean the Internal Revenue Code of
1986, as amended.
"Collateral Allocation" shall mean with respect to
any Monthly Period, (a) with respect to Default Amounts and
Finance Charge Receivables at any time or Principal
Receivables during the Revolving Period, the Collateral
Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to the
Collateral Floating Allocation of the Collections of Finance
Charge Receivables and amounts with respect to Annual
Membership Fees allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly
Period (or to be deposited in the Finance Charge Account on
the related Transfer Date with respect to the preceding
Monthly Period pursuant to the third paragraph of subsection
4.03(a) and Section 2.08 of the Agreement and subsection
3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to
Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning
specified in subsection 4.10(c).
"Collateral Default Amount" shall mean, with
respect to any Transfer Date, an amount equal to the product
of (a) the Aggregate Investor Default Amount for the related
Monthly Period and (b) the Collateral Floating Allocation
applicable for the related Monthly Period.
"Collateral Fixed Allocation" shall mean with
respect to any Monthly Period following the Revolving
Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is
the Collateral Interest as of the close of business on the
last day of the Revolving Period and the denominator of
which is equal to the Investor Interest as of the close of
business on the last day of the Revolving Period.
"Collateral Floating Allocation" shall mean, with
respect to any Monthly Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest as of the
close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly
Period, the Collateral Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which
is the Collateral Initial Interest and the denominator of
which is the Initial Investor Interest.
"Collateral Initial Interest" shall mean
$56,250,000.
"Collateral Interest" shall mean, on any date of
determination, a fractional undivided interest in the Trust
which shall consist of the right to receive, to the extent
necessary to make the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of
Collections allocable thereto under the Agreement and this
Series Supplement, and funds on deposit in the Collection
Account allocable thereto pursuant to the Agreement and this
Series Supplement; provided that, with respect to any date,
the Collateral Interest shall be an amount equal to (a) the
Collateral Initial Interest, minus (b) the aggregate amount
of principal payments made to the Collateral Interest Holder
prior to such date, minus (c) the aggregate amount of
Collateral Charge-Offs for all prior Transfer Dates pursuant
to subsection 4.10(c), minus (d) the amount of Reallocated
Principal Collections allocated pursuant to subsections
4.12(a) and (b) on all prior Transfer Dates, minus (e) an
amount equal to the amount by which the Collateral Interest
has been reduced on all prior Transfer Dates pursuant to
subsections 4.10(a) and (b), and plus (f) the aggregate
amount of Excess Spread allocated and available on all prior
Transfer Dates pursuant to subsection 4.11(h) for the
purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided further,
however, that the Collateral Interest may not be reduced
below zero.
"Collateral Interest Holder" shall mean the entity
so designated in the Loan Agreement.
"Collateral Interest Servicing Fee" shall have the
meaning specified in subsection 3(a) hereof.
"Collateral Monthly Interest" shall mean the
monthly interest distributable in respect of the Collateral
Interest as calculated in accordance with subsection
4.06(c).
"Collateral Monthly Principal" shall mean the
monthly principal distributable in respect of the Collateral
Interest as calculated in accordance with subsection
4.07(c).
"Collateral Rate" shall mean, for any Interest
Period, the rate specified in the Loan Agreement.
"Controlled Accumulation Amount" shall mean for
any Transfer Date with respect to the Controlled
Accumulation Period, $57,812,500; provided, however, that if
the Accumulation Period Length is determined to be less than
12 months pursuant to subsection 4.09(i), the Controlled
Accumulation Amount for each Transfer Date with respect to
the Controlled Accumulation Period will be equal to (i) the
product of (x) the sum of (1) the Class A Initial Investor
Interest and (2) the Class B Initial Investor Interest and
(y) the Accumulation Period Factor for such Monthly Period
divided by (ii) the Required Accumulation Factor Number.
"Controlled Accumulation Period" shall mean,
unless a Pay Out Event shall have occurred prior thereto,
the period commencing at the close of business on October
31, 2004 or such later date as is determined in accordance
with subsection 4.09(i) and ending on the first to occur of
(a) the commencement of the Rapid Amortization Period and
(b) the Series 1997-K Termination Date.
"Controlled Deposit Amount" shall mean, with
respect to any Transfer Date, the sum of (a) the Controlled
Accumulation Amount for such Transfer Date and (b) any
existing Accumulation Shortfall.
"Covered Amount" shall mean an amount, determined
as of each Transfer Date with respect to any Interest
Period, equal to the sum of (a) the product of (i) a
fraction, the numerator of which is the actual number of
days in such Interest Period and the denominator of which is
360, times (ii) the Class A Certificate Rate in effect with
respect to such Interest Period, times (iii) the aggregate
amount on deposit in the Principal Funding Account with
respect to Class A Monthly Principal as of the Record Date
preceding such Transfer Date, plus (b) the product of (i) a
fraction, the numerator of which is the actual number of
days in such Interest Period and the denominator of which is
360, times (ii) the Class B Certificate Rate in effect with
respect to such Interest Period times (iii) the aggregate
amount on deposit in the Principal Funding Account with
respect to Class B Monthly Principal as of the Record Date
preceding such Transfer Date.
"Credit Enhancement" shall mean (a) with respect
to the Class A Certificates, the subordination of the Class
B Certificates and the Collateral Interest, and (b) with
respect to the Class B Certificates, the subordination of
the Collateral Interest.
"Credit Enhancement Provider" shall mean the
Collateral Interest Holder.
"Cumulative Series Principal Shortfall" shall mean
the sum of the Series Principal Shortfalls (as such term is
defined in each of the related Series Supplements) for each
Series in Group One.
"Daily Principal Shortfall" shall mean, on any
date of determination, the excess of the Group One Monthly
Principal Payment for the Monthly Period relating to such
date over the month to date amount of Collections processed
in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series
in Group One, not subject to reallocation, which are on
deposit or to be deposited in the Principal Account on such
date.
"Distribution Date" shall mean December 15, 1997
and the fifteenth day of each calendar month thereafter, or
if such fifteenth day is not a Business Day, the next
succeeding Business Day.
"Excess Principal Funding Investment Proceeds"
shall mean, as of each Transfer Date with respect to the
Controlled Accumulation Period, the amount, if any, by which
the Principal Funding Investment Proceeds for such Transfer
Date exceed the Covered Amount determined on such Transfer
Date.
"Excess Spread" shall mean, with respect to any
Transfer Date, the sum of the amounts with respect to such
Transfer Date, if any, specified pursuant to subsections
4.09(a)(iv), 4.09(b)(iii) and 4.09(c)(ii).
"Fitch" shall mean Fitch Investors Service, L.P.
or its successors.
"Fixed Investor Percentage" shall mean, with
respect to any Monthly Period, the percentage equivalent of
a fraction, the numerator of which is the Investor Interest
as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (a)
the aggregate amount of Principal Receivables in the Trust
determined as of the close of business on the last day of
the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is
defined in the Agreement) for allocations with respect to
Principal Receivables for all outstanding Series on such
date of determination; provided, however, that with respect
to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs on which, if any Series has been
paid in full, Principal Receivables in an aggregate amount
approximately equal to the initial investor interest of such
Series are removed from the Trust, the denominator
determined pursuant to clause (a) hereof shall be (i) the
aggregate amount of Principal Receivables in the Trust as of
the close of business on the last day of the prior Monthly
Period for the period from and including the first day of
such Monthly Period to but excluding the related Addition
Date or Removal Date and (ii) the aggregate amount of
Principal Receivables in the Trust as of the beginning of
the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables
added to or removed from the Trust on the related Addition
Date or Removal Date, for the period from and including the
related Addition Date or Removal Date to and including the
last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with
respect to any Monthly Period, the percentage equivalent of
a fraction, the numerator of which is the Adjusted Investor
Interest as of the close of business on the last day of the
preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Investor Interest) and the
denominator of which is the greater of (a) the aggregate
amount of Principal Receivables as of the close of business
on the last day of the preceding Monthly Period (or with
respect to the first calendar month in the first Monthly
Period, the aggregate amount of Principal Receivables in the
Trust as of the close of business on the day immediately
preceding the Closing Date and with respect to the second
calendar month in the first Monthly Period, the aggregate
amount of Principal Receivables as of the close of business
on the last day of the first calendar month in the first
Monthly Period), and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined
in the Agreement) for allocations with respect to Finance
Charge Receivables, Default Amounts or Principal
Receivables, as applicable, for all outstanding Series on
such date of determination; provided, however, that with
respect to any Monthly Period in which an Addition Date
occurs or in which a Removal Date occurs on which, if any
Series has been paid in full, Principal Receivables in an
aggregate amount approximately equal to the initial investor
interest of such Series are removed from the Trust, the
denominator determined pursuant to clause (a) hereof shall
be (i) the aggregate amount of Principal Receivables in the
Trust as of the close of business on the last day of the
prior Monthly Period for the period from and including the
first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (ii) the aggregate
amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal
Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the
related Addition Date or Removal Date, for the period from
and including the related Addition Date or Removal Date to
and including the last day of such Monthly Period.
"Group One" shall mean Series 1997-K and each
other Series specified in the related Supplement to be
included in Group One.
"Group One Monthly Principal Payment" shall mean
with respect to any Monthly Period, for all Series in Group
One (including Series 1997-K) which are in an Amortization
Period or Accumulation Period (as such terms are defined in
the related Supplements for all Series in Group One), the
sum of (a) the Controlled Distribution Amount for the
related Transfer Date for any Series in its Controlled
Amortization Period (as such terms are defined in the
related Supplements for all Series in Group One), (b) the
Controlled Deposit Amount for the related Transfer Date for
any Series in its Accumulation Period, other than its Rapid
Accumulation Period, if applicable (as such terms are
defined in the related Supplements for all Series in Group
One), (c) the Investor Interest as of the end of the prior
Monthly Period taking into effect any payments to be made on
the following Distribution Date for any Series in Group One
in its Principal Amortization Period or Rapid Amortization
Period (as such terms are defined in the related Supplements
for all Series in Group One), (d) the Adjusted Investor
Interest as of the end of the prior Monthly Period taking
into effect any payments or deposits to be made on the
following Transfer Date and Distribution Date for any Series
in Group One in its Rapid Accumulation Period (as such terms
are defined in the related Supplements for all Series in
Group One), (e) the excess of the Collateral Interest as of
the Transfer Date occurring in such Monthly Period over the
Required Collateral Interest for the related Transfer Date,
assuming no Accumulation Shortfall and (f) such other
amounts as may be specified in the related Supplements for
all Series in Group One.
"Initial Investor Interest" shall mean
$750,000,000.
"Interest Period" shall mean, with respect to any
Distribution Date, (a) with respect to the Class A
Certificates and the Class B Certificates, the period from
and including the previous Distribution Date (or in the case
of the first Distribution Date, from and including the
Closing Date) through the day preceding such Distribution
Date and (b) with respect to the Collateral Interest, the
period from and including the Transfer Date related to the
immediately preceding Distribution Date (or in the case of
the first Distribution Date, from and including the Closing
Date) to but excluding the Transfer Date related to such
Distribution Date.
"Investor Certificateholder" shall mean (a) with
respect to the Class A Certificates, the holder of record of
a Class A Certificate, (b) with respect to the Class B
Certificates, the holder of record of a Class B Certificate
and (c) with respect to the Collateral Interest, the
Collateral Interest Holder.
"Investor Certificates" shall mean the Class A
Certificates, the Class B Certificates and the Collateral
Interest.
"Investor Default Amount" shall mean, with respect
to any Receivable in a Defaulted Account, an amount equal to
the product of (a) the Default Amount and (b) the Floating
Investor Percentage on the day such Account became a
Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A
Investor Interest, (b) the Class B Investor Interest and (c)
the Collateral Interest, each as of such date.
"Investor Percentage" shall mean for any Monthly
Period, (a) with respect to Finance Charge Receivables and
Default Amounts at any time and Principal Receivables during
the Revolving Period, the Floating Investor Percentage and
(b) with respect to Principal Receivables during the
Controlled Accumulation Period or the Rapid Amortization
Period, the Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with
respect to any Monthly Period, the sum of (a) the aggregate
amount deposited into the Principal Account for such Monthly
Period pursuant to subsections 4.05(a)(ii), (iii) and (iv),
4.05(b)(ii), (iii) and (iv), or 4.05(c)(ii), in each case,
as applicable to such Monthly Period, (b) the aggregate
amount to be treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iii), and 4.11(a), (b), (c),
(d), (g) and (h) for such Monthly Period (other than such
amount paid from Reallocated Principal Collections), and (c)
the aggregate amount of Unallocated Principal Collections
deposited into the Principal Account pursuant to subsection
4.05(d).
"Investor Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"LIBOR" shall mean, for any Interest Period, the
London interbank offered rate for one-month United States
dollar deposits determined by the Trustee on the LIBOR
Determination Date for each Interest Period in accordance
with the provisions of Section 4.16.
"LIBOR Determination Date" shall mean, with
respect to the Class A Certificates and the Class B
Certificates, October 20, 1997 for the period from the
Closing Date through November 16, 1997, November 13, 1997
for the period from November 17, 1997 through December 14,
1997, and the second London Business Day prior to the
commencement of the second and each subsequent Interest
Period.
"Loan Agreement" shall mean the agreement among
the Seller, the Servicer, the Trustee, and the Collateral
Interest Holder, dated as of October 22, 1997, as amended or
modified from time to time.
"London Business Day" shall mean any Business Day
on which dealings in deposits in United States dollars are
transacted in the London interbank market.
"Monthly Interest" shall mean, with respect to any
Transfer Date, the sum of (a) the Class A Monthly Interest,
the Class A Additional Interest, if any, and the unpaid
Class A Deficiency Amount, if any; (b) the Class B Monthly
Interest, the Class B Additional Interest, if any, and the
unpaid Class B Deficiency Amount, if any, and (c) the
Collateral Monthly Interest, each with respect to such
Transfer Date.
"Monthly Period" shall have the meaning specified
in the Agreement, except that the first Monthly Period with
respect to the Investor Certificates shall begin on and
include the Closing Date and shall end on and include
November 30, 1997.
"Net Servicing Fee Rate" shall mean (a) so long as
the Seller or The Bank of New York is the Servicer, 1.25%
per annum and (b) if the Seller or The Bank of New York is
no longer the Servicer, 2.0% per annum.
"Pay Out Commencement Date" shall mean the date on
which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.01 or a Series 1997-K Pay Out Event is deemed to
occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with
respect to any Transfer Date, the average of the percentages
obtained for each of the three preceding Monthly Periods by
subtracting the Base Rate from the Portfolio Yield for such
Monthly Period and deducting 0.5% from the result for each
Monthly Period.
"Portfolio Yield" shall mean, with respect to any
Monthly Period, the annualized percentage equivalent of a
fraction, the numerator of which is an amount equal to the
sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and
allocable to the Investor Certificates for such Monthly
Period and (b) the amount with respect to Annual Membership
Fees deposited into the Finance Charge Account and allocable
to the Investor Certificates for such Monthly Period, and
(c) the Principal Funding Investment Proceeds deposited into
the Finance Charge Account on the Transfer Date related to
such Monthly Period, and (d) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any
amounts of interest and earnings described in subsection
4.15, each deposited into the Finance Charge Account on the
Transfer Date relating to such Monthly Period, such sum to
be calculated on a cash basis after subtracting the
Aggregate Investor Default Amount for such Monthly Period,
and the denominator of which is the Investor Interest as of
the close of business on the last day of such Monthly
Period.
"Principal Funding Account" shall have the meaning
set forth in subsection 4.14(a).
"Principal Funding Account Balance" shall mean,
with respect to any date of determination, the principal
amount, if any, on deposit in the Principal Funding Account
on such date of determination.
"Principal Funding Investment Proceeds" shall
mean, with respect to each Transfer Date, the investment
earnings on funds in the Principal Funding Account (net of
investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but
excluding such Transfer Date.
"Principal Funding Investment Shortfall" shall
mean, as of each Transfer Date with respect to the
Controlled Accumulation Period or the first Transfer Date
with respect to the Rapid Amortization Period, the amount,
if any, by which the Principal Funding Investment Proceeds
for such Transfer Date are less than the Covered Amount
determined as of such Transfer Date.
"Rapid Amortization Period" shall mean the
Amortization Period commencing on the Pay Out Commencement
Date and ending on the earlier to occur of (a) the Series
1997-K Termination Date and (b) the termination of the Trust
pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard &
Poor's.
"Rating Agency Condition" shall mean the
notification in writing by each Rating Agency to the Seller,
the Servicer and the Trustee that an action will not result
in any Rating Agency reducing or withdrawing its then
existing rating of the investor certificates of any
outstanding Series or class of a Series with respect to
which it is a Rating Agency.
"Reallocated Class B Principal Collections" shall
mean, with respect to any Transfer Date, Collections of
Principal Receivables applied in accordance with subsection
4.12(a) in an amount not to exceed the product of (a) the
Class B Investor Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to
such Transfer Date and (c) the amount of Collections of
Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided, however, that such
amount shall not exceed the Class B Investor Interest after
giving effect to any Class B Investor Charge-Offs for such
Transfer Date.
"Reallocated Collateral Principal Collections"
shall mean, with respect to any Transfer Date, Collections
of Principal Receivables applied in accordance with
subsections 4.12(a) and (b) in an amount not to exceed the
product of (a) the Collateral Allocation with respect to the
Monthly Period relating to such Transfer Date and (b) the
Investor Percentage with respect to the Monthly Period
relating to such Transfer Date and (c) the amount of
Collections of Principal Receivables with respect to the
Monthly Period relating to such Transfer Date; provided,
however, that such amount shall not exceed the Collateral
Interest after giving effect to any Collateral Charge-Offs
for such Transfer Date.
"Reallocated Principal Collections" shall mean the
sum of (a) Reallocated Class B Principal Collections and (b)
Reallocated Collateral Principal Collections.
"Reference Banks" shall mean four major banks in
the London interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be
equal to a fraction, rounded upwards to the nearest whole
number, the numerator of which is one and the denominator of
which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation; provided, however,
that this definition may be changed at any time if the
Rating Agency Condition is satisfied.
"Required Collateral Interest" shall mean (a)
initially, $56,250,000 and (b) on any Transfer Date
thereafter, 7.5% of the sum of the Class A Adjusted Investor
Interest and the Class B Adjusted Investor Interest on such
Transfer Date, after taking into account deposits into the
Principal Funding Account on such Transfer Date and payments
to be made on the related Distribution Date, and the
Collateral Interest on the prior Transfer Date, after any
adjustments to be made on such date, but not less than
$22,500,000; provided, however, that (x) if either (i) there
is a reduction in the Collateral Interest pursuant to clause
(c), (d) or (e) of the definition of such term or (ii) a Pay
Out Event with respect to the Investor Certificates has
occurred, the Required Collateral Interest for any Transfer
Date shall equal the Required Collateral Interest for the
Transfer Date immediately preceding such reduction or Pay
Out Event, (y) in no event shall the Required Collateral
Interest exceed the sum of the outstanding principal amounts
of (i) the Class A Certificates and (ii) the Class B
Certificates, each as of the last day of the Monthly Period
preceding such Transfer Date after taking into account the
payments to be made on the related Distribution Date and (z)
the Required Collateral Interest may be reduced at the
Seller's option at any time to a lesser amount if the
Seller, the Servicer, the Collateral Interest Holder and the
Trustee have been provided evidence that the Rating Agency
Condition shall have been satisfied.
"Required Reserve Account Amount" shall mean, with
respect to any Transfer Date on or after the Reserve Account
Funding Date, an amount equal to (a) 0.5% of the outstanding
principal balance of the Class A Certificates or (b) any
other amount designated by the Seller; provided, however,
that if such designation is of a lesser amount, the Seller
shall (i) provide the Servicer, the Collateral Interest
Holder and the Trustee with evidence that the Rating Agency
Condition shall have been satisfied and (ii) deliver to the
Trustee a certificate of an authorized officer to the effect
that, based on the facts known to such officer at such time,
in the reasonable belief of the Seller, such designation
will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out
Event to occur with respect to Series 1997-K.
"Reserve Account" shall have the meaning specified
in subsection 4.15(a).
"Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of
(a) the Transfer Date with respect to the Monthly Period
which commences 3 months prior to the commencement of the
Controlled Accumulation Period; (b) the first Transfer Date
for which the Portfolio Adjusted Yield is less than 2%, but
in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 12 months
prior to the commencement of the Controlled Accumulation
Period; (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3%, but in such event the
Reserve Account Funding Date shall not be required to occur
earlier than the Transfer Date with respect to the Monthly
Period which commences 6 months prior to the commencement of
the Controlled Accumulation Period; and (d) the first
Transfer Date for which the Portfolio Adjusted Yield is less
than 4%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer
Date with respect to the Monthly Period which commences 4
months prior to the commencement of the Controlled
Accumulation Period.
"Reserve Account Surplus" shall mean, as of any
Transfer Date following the Reserve Account Funding Date,
the amount, if any, by which the amount on deposit in the
Reserve Account exceeds the Required Reserve Account Amount.
"Reserve Draw Amount" shall have the meaning
specified in subsection 4.15(c).
"Revolving Period" shall mean the period from and
including the Closing Date to, but not including, the
earlier of (a) the day the Controlled Accumulation Period
commences and (b) the Pay Out Commencement Date.
"Scheduled Payment Date" shall mean the November
2005 Distribution Date.
"Series 1997-K" shall mean the Series of the MBNA
Master Credit Card Trust II represented by the Investor
Certificates.
"Series 1997-K Certificateholders" shall mean the
holder of record of a Series 1997-K Certificate.
"Series 1997-K Certificates" shall mean the Class
A Certificates and the Class B Certificates.
"Series 1997-K Pay Out Event" shall have the
meaning specified in Section 9 hereof.
"Series 1997-K Termination Date" shall mean the
earliest to occur of (a) the Distribution Date on which the
Investor Interest is paid in full, (b) the April 2008
Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with
respect to any Transfer Date, the excess, if any, of (a) (i)
with respect to any Transfer Date relating to the Controlled
Accumulation Period, the sum of (A) the Controlled Deposit
Amount for such Transfer Date, and (B) the excess, if any,
of the Collateral Interest for such Transfer Date over the
Required Collateral Interest for such Transfer Date and (ii)
with respect to any Transfer Date relating to the Rapid
Amortization Period, the Adjusted Investor Interest over (b)
the Investor Principal Collections minus the Reallocated
Principal Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
"Servicer Interchange" shall mean, for any
Transfer Date, the portion of Collections of Finance Charge
Receivables allocated to the Investor Certificates and
deposited in the Finance Charge Account with respect to the
related Monthly Period that is attributable to Interchange;
provided, however, that Servicer Interchange for any
Transfer Date shall not exceed one-twelfth of the product of
(i) the Adjusted Investor Interest as of the last day of the
related Monthly Period and (ii) 0.75%; provided further,
however, with respect to the first Transfer Date, the
Servicer Interchange may equal but shall not exceed
$609,375.
"Shared Principal Collections" shall mean, with
respect to any Transfer Date, either (a) the amount
allocated to the Investor Certificates which may be applied
to the Series Principal Shortfall with respect to other
outstanding Series in Group One or (b) the amounts allocated
to the investor certificates of other Series in Group One
which the applicable Supplements for such Series specify are
to be treated as "Shared Principal Collections" and which
may be applied to cover the Series Principal Shortfall with
respect to the Investor Certificates.
"Telerate Page 3750" shall mean the display page
currently so designated on the Dow Jones Telerate Service
(or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).
"Unallocated Principal Collections" shall have the
meaning specified in subsection 4.05(d).
SECTION 3. Servicing Compensation and Assignment
of Interchange. (1) The share of the Servicing Fee
allocable to Series 1997-K with respect to any Transfer Date
(the "Investor Servicing Fee") shall be equal to one-twelfth
of the product of (i) the Series Servicing Fee Percentage
and (ii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer
Date, the Investor Servicing Fee shall be equal to
$1,625,000. On each Transfer Date for which the Seller or
The Bank of New York is the Servicer, the Servicer
Interchange with respect to the related Monthly Period that
is on deposit in the Finance Charge Account shall be
withdrawn from the Finance Charge Account and paid to the
Servicer in payment of a portion of the Investor Servicing
Fee with respect to such Monthly Period. Should the
Servicer Interchange on deposit in the Finance Charge
Account on any Transfer Date with respect to the related
Monthly Period be less than one-twelfth of 0.75% of the
Adjusted Investor Interest as of the last day of such
Monthly Period, the Investor Servicing Fee with respect to
such Monthly Period will not be paid to the extent of such
insufficiency of Servicer Interchange on deposit in the
Finance Charge Account. The Servicer Interchange with
respect to the first Transfer Date may equal but shall not
exceed $609,375. The share of the Investor Servicing Fee
allocable to the Class A Investor Interest with respect to
any Transfer Date (the "Class A Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Class A
Floating Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the
Class A Servicing Fee shall be equal to $863,281.24. The
share of the Investor Servicing Fee allocable to the Class B
Investor Interest with respect to any Transfer Date (the
"Class B Servicing Fee") shall be equal to one-twelfth of
the product of (i) the Class B Floating Allocation, (ii) the
Net Servicing Fee Rate and (iii) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding
such Transfer Date; provided, however, that with respect to
the first Transfer Date, the Class B Servicing Fee shall be
equal to $76,171.88. The share of the Investor Servicing
Fee allocable to the Collateral Interest with respect to any
Transfer Date (the "Collateral Interest Servicing Fee," and
together with the Class A Servicing Fee and the Class B
Servicing Fee, the "Certificateholder Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Collateral
Floating Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of
the Monthly Period preceding such Transfer Date; provided,
however, that with respect to the first Transfer Date, the
Collateral Interest Servicing Fee shall be equal to
$76,171.88. Except as specifically provided above, the
Servicing Fee shall be paid by the cash flows from the Trust
allocated to the Seller or the certificateholders of other
Series (as provided in the related Supplements) and in no
event shall the Trust, the Trustee or the Investor
Certificateholders be liable therefor. The Class A
Servicing Fee shall be payable to the Servicer solely to the
extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(a)(ii) and 4.11(a).
The Class B Servicing Fee shall be payable solely to the
extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(b)(ii) and 4.11(c).
The Collateral Interest Servicing Fee shall be payable
solely to the extent amounts are available for distribution
in respect thereof pursuant to subsection 4.11(f) or, if
applicable, subsection 4.09(c)(i).
(b) On or before each Transfer Date, the Seller
shall notify the Servicer of the amount of Interchange to be
included as Collections of Finance Charge Receivables and
allocable to the Investor Certificateholders with respect to
the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal
to the product of (i) the total amount of Interchange paid
or payable to the Seller with respect to such Monthly
Period, (ii) a fraction the numerator of which is the
aggregate amount of cardholder charges for goods and
services in the Accounts with respect to such Monthly Period
and the denominator of which is the aggregate amount of
cardholder charges for goods and services in all MasterCard
and VISA consumer revolving credit card accounts owned by
the Seller with respect to such Monthly Period and (iii) the
Investor Percentage with regard to Finance Charge
Receivables. On each Transfer Date, the Seller shall pay to
the Servicer, and the Servicer shall deposit into the
Finance Charge Account, in immediately available funds, the
amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
The Seller hereby assigns, sets-over, conveys, pledges and
grants a security interest and lien to the Trustee for the
benefit of the Investor Certificateholders in Interchange
and the proceeds of Interchange, as set forth in this
subsection 3(b). In connection with the foregoing grant of
a security interest, this Series Supplement shall constitute
a security agreement under applicable law. To the extent
that a Supplement for a related Series, other than Series
1997-K, assigns, sets-over, conveys, pledges or grants a
security interest in Interchange allocable to the Trust, all
Investor Certificates of any such Series (except as
otherwise specified in any such Supplement) and the Investor
Certificates shall rank pari passu and be equally and
ratably entitled as provided herein to the benefits of such
Interchange without preference or priority on account of the
actual time or times of authentication and delivery, all in
accordance with the terms and provisions of this Series
Supplement and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The
Investor Certificates shall be subject to retransfer to the
Seller at its option, in accordance with the terms specified
in subsection 12.02(a), on any Distribution Date on or after
the Distribution Date on which the Investor Interest is
reduced to an amount less than or equal to 5% of the Initial
Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on
deposit in the Principal Funding Account and will be equal
to the sum of (a) the Investor Interest and (b) accrued and
unpaid interest on the Investor Certificates through the day
preceding the Distribution Date on which the repurchase
occurs.
SECTION 5. Delivery and Payment for the
Certificates. The Seller shall execute and deliver the
Series 1997-K Certificates to the Trustee for authentication
in accordance with Section 6.01 of the Agreement. The
Trustee shall deliver such Certificates when authenticated
in accordance with Section 6.02 of the Agreement.
SECTION 6. Depository; Form of Delivery of
Investor Certificates.
(a) The Class A Certificates and the Class B
Certificates shall be delivered as Book-Entry Certificates
as provided in Sections 6.01 and 6.10 of the Agreement.
(a) The Depository for Series 1997-K shall be The
Depository Trust Company, and the Class A Certificates and
Class B Certificates shall be initially registered in the
name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections
4.01, 4.02 and 4.03 shall be read in their entirety as
provided in the Agreement. Article IV (except for Sections
4.01, 4.02 and 4.03 thereof) shall be read in its entirety
as follows and shall be applicable only to the Investor
Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall
represent undivided interests in the Trust, consisting of
the right to receive, to the extent necessary to make the
required payments with respect to such Investor Certificates
at the times and in the amounts specified in this Agreement,
(a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections
received with respect to the Receivables and (b) funds on
deposit in the Collection Account, the Finance Charge
Account, the Principal Account, the Principal Funding
Account, the Reserve Account and the Distribution Account.
The Collateral Interest shall be subordinate to the Class A
Certificates and the Class B Certificates. The Class B
Certificates shall be subordinate to the Class A
Certificates. The Seller Certificate shall not represent
any interest in the Collection Account, the Finance Charge
Account, the Principal Account, the Principal Funding
Account, the Reserve Account or the Distribution Account,
except as specifically provided in this Article IV.
SECTION 4.05 Allocations.
(a) Allocations During the Revolving Period.
During the Revolving Period, the Servicer shall, prior to
the close of business on the day any Collections are
deposited in the Collection Account, allocate to the
Investor Certificateholders or the Holder of the Seller
Certificate and pay or deposit from the Collection Account
the following amounts as set forth below:
(i) Allocate to the Investor Certificateholders
the product of (y) the Investor Percentage on the Date
of Processing of such Collections and (z) the aggregate
amount of Collections of Finance Charge Receivables on
such Date of Processing, and of that allocation,
deposit in the Finance Charge Account an amount equal
to either (I) (A) prior to the date on which the amount
of Monthly Interest with respect to the related
Interest Period is determined by the Servicer, an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
of Finance Charge Receivables on such Date of
Processing, and (B) at all other times, the difference
between (1) the Monthly Interest with respect to the
immediately following Transfer Date (plus, if the
Seller is not the Servicer, the Certificateholder
Servicing Fee for such Transfer Date plus the amount of
any Certificateholder Servicing Fee due but not paid to
the Servicer on any prior Transfer Date) and (2) the
amounts previously deposited in the Finance Charge
Account with respect to the current Monthly Period
pursuant to this subsection 4.05(a)(i) or (II) the
amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such
Date of Processing pursuant to this subsection
4.05(a)(i); provided, that if a deposit pursuant to
subsection 4.05(a)(i)(I) is made on any Date of
Processing, on the related Transfer Date, the Servicer
shall withdraw from the Collection Account and deposit
into the Finance Charge Account an amount equal to the
amount of Collections of Finance Charge Receivables
that have been allocated to the Investor
Certificateholders during the related Monthly Period
but not previously deposited in the Finance Charge
Account. Funds deposited into the Finance Charge
Account pursuant to this subsection 4.05(a)(i) shall be
applied in accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount
equal to the product of (A) the Collateral Allocation
on the Date of Processing of such Collections, (B) the
Investor Percentage on the Date of Processing of such
Collections and (C) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance
with Section 4.12 and then in accordance with
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount
equal to the product of (A) the Class B Investor
Allocation on the Date of Processing of such
Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied
first in accordance with Section 4.12 and then in
accordance with subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Class A Investor
Allocation on the Date of Processing of such
Collections, (2) the Investor Percentage on the Date of
Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal
Account pursuant to this subsection 4.05(a)(iv)(A)
shall not exceed the Daily Principal Shortfall, and (B)
pay to the Holder of the Seller Certificate an amount
equal to the excess, if any, identified in the proviso
to clause (A) above; provided, however, that the amount
to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.05(a)(iv)(B) with respect
to any Date of Processing shall be paid to the Holder
of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of
Processing and the application of payments referred to
in subsection 4.03(b)) and otherwise shall be
considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.05(d); provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this subsection 4.05(a)(iv)(B)
be greater than the Seller Interest on such Date of
Processing.
(b) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period, the
Servicer shall, prior to the close of business on the day
any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of
the Seller Certificate and pay or deposit from the
Collection Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an
amount equal to the product of (A) the Investor
Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance
with Section 4.09.
(ii) Deposit into the Principal Account an amount
equal to the product of (A) the Collateral Allocation
on the Date of Processing of such Collections, (B) the
Investor Percentage on the Date of Processing of such
Collections and (C) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing to be applied first in accordance
with Section 4.12 and then in accordance with
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount
equal to the product of (A) the Class B Investor
Allocation on the Date of Processing of such
Collections, (B) the Investor Percentage on the Date of
Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied
first in accordance with Section 4.12 and then in
accordance with subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Class A Investor
Allocation on the Date of Processing of such
Collections, (2) the Investor Percentage on the Date of
Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal
Account pursuant to this subsection 4.05(b)(iv)(A)
shall not exceed the Daily Principal Shortfall, and (B)
pay to the Holder of the Seller Certificate an amount
equal to the excess identified in the proviso to clause
(A) above, if any; provided, however, that the amount
to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.05(b)(iv)(B) with respect
to any Date of Processing shall be paid to the Holder
of the Seller Certificate only if the Seller Interest
on such Date of Processing is greater than zero (after
giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of
Processing and the application of payments referred to
in subsection 4.03(b)) and otherwise shall be
considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.05(d); provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this subsection 4.05(b)(iv)(B)
be greater than the Seller Interest on such Date of
Processing.
(c) Allocations During the Rapid Amortization
Period. During the Rapid Amortization Period, the Servicer
shall, prior to the close of business on the day any
Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders and pay or
deposit from the Collection Account the following amounts as
set forth below:
(i) Deposit into the Finance Charge Account an
amount equal to the product of (A) the Investor
Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance
with Section 4.09.
(ii) (A) Deposit into the Principal Account an
amount equal to the product of (1) the Investor
Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount
deposited into the Principal Account pursuant to this
subsection 4.05(c)(ii)(A) shall not exceed the sum of
the Adjusted Investor Interest as of the close of
business on the last day of the prior Monthly Period
(after taking into account any payments to be made on
the Distribution Date relating to such prior Monthly
Period and deposits and any adjustments to be made to
the Investor Interest to be made on the Transfer Date
relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in
which such deposit is made and (B) pay to the Holder of
the Seller Certificate an amount equal to the excess,
if any, identified in the proviso to clause (A) above;
provided, however, that the amount to be paid to the
Holder of the Seller Certificate pursuant to this
subsection 4.05(c)(ii)(B) with respect to any Date of
Processing shall be paid to the Holder of the Seller
Certificate only if the Seller Interest on such Date of
Processing is greater than zero (after giving effect to
the inclusion in the Trust of all Receivables created
on or prior to such Date of Processing and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into
the Principal Account in accordance with subsection
4.05(d); provided further, that in no event shall the
amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.05(c)(ii)(B) be greater
than the Seller Interest on such Date of Processing.
(d) Unallocated Principal Collections. Any
Collections in respect of Principal Receivables or Finance
Charge Receivables not allocated and paid to the Holder of
the Seller Certificate because of the limitations contained
in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B) and
4.05(c)(ii)(B) and any amounts allocable to the Investor
Certificates deposited in the Principal Account pursuant to
subsections 2.04(d)(iii) and 4.03(c) ("Unallocated Principal
Collections") shall be held in the Principal Account and,
prior to the commencement of the Controlled Accumulation
Period or the Rapid Amortization Period shall be paid to the
Holder of the Seller Certificate when, and only to the
extent that, the Seller Interest is greater than zero. For
each Transfer Date with respect to the Controlled
Accumulation Period or the Rapid Amortization Period, any
such Unallocated Principal Collections held in the Principal
Account on such Transfer Date shall be included in the
Investor Principal Collections which to the extent available
shall be distributed as Available Investor Principal
Collections to be applied pursuant to Section 4.09 on such
Transfer Date.
With respect to the Investor Certificates, and
notwithstanding anything in the Agreement or this Series
Supplement to the contrary, whether or not the Servicer is
required to make monthly or daily deposits from the
Collection Account into the Finance Charge Account or the
Principal Account pursuant to subsections 4.05(a), 4.05(b)
and 4.05(c), with respect to any Monthly Period (i) the
Servicer will only be required to deposit Collections from
the Collection Account into the Finance Charge Account or
the Principal Account up to the required amount to be
deposited into any such deposit account or, without
duplication, distributed on or prior to the related
Distribution Date to the Investor Certificateholders and
(ii) 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 (i) above, the Servicer will be permitted to withdraw
the excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(a) The amount of monthly interest distributable
with respect to the Class A Certificates shall be an amount
equal to the product of (i)(A) a fraction, the numerator of
which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the
Class A Certificate Rate in effect with respect to the
related Interest Period, times (ii) the outstanding
principal balance of the Class A Certificates determined as
of the Record Date preceding the related Transfer Date (the
"Class A Monthly Interest"); provided, however, that in
addition to Class A Monthly Interest an amount equal to the
amount of any unpaid Class A Deficiency Amounts, as defined
below, plus an amount equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of
which is 360, times (2) the sum of the Class A Certificate
Rate in effect with respect to the related Interest Period,
plus 2% per annum, and (B) any Class A Deficiency Amount
from the prior Transfer Date, as defined below (or the
portion thereof which has not theretofore been paid to Class
A Certificateholders) (the "Class A Additional Interest")
shall also be distributable to the Class A Certificates, and
on such Transfer Date the Trustee shall deposit such funds,
to the extent available, into the Distribution Account;
provided further, that the "Class A Deficiency Amount" for
any Transfer Date shall be equal to the excess, if any, of
the aggregate amount accrued pursuant to this subsection
4.06(a) as of the prior Interest Period over the amount
actually transferred to the Distribution Account for payment
of such amount.
(b) The amount of monthly interest distributable
with respect to the Class B Certificates shall be an amount
equal to the product of (i)(A) a fraction, the numerator of
which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the
Class B Certificate Rate in effect with respect to the
related Interest Period, times (ii) the outstanding
principal balance of the Class B Certificates determined as
of the Record Date preceding the related Transfer Date (the
"Class B Monthly Interest"); provided, however, that in
addition to the Class B Monthly Interest an amount equal to
the amount of any unpaid Class B Deficiency Amounts, as
defined below, plus an amount equal to the product of (A)
(1) a fraction, the numerator of which is the actual number
of days in the related Interest Period and the denominator
of which is 360, times (2) the sum of the Class B
Certificate Rate in effect with respect to the related
Interest Period, plus 2% per annum, and (B) any Class B
Deficiency Amount from the prior Transfer Date, as defined
below (or the portion thereof which has not theretofore been
paid to Class B Certificateholders) (the "Class B Additional
Interest") shall also be distributable to the Class B
Certificates, and on such Transfer Date the Trustee shall
deposit such funds, to the extent available, into the
Distribution Account; provided further, that the "Class B
Deficiency Amount" for any Transfer Date shall be equal to
the excess, if any, of the aggregate amount accrued pursuant
to this subsection 4.06(b) as of the prior Interest Period
over the amount actually transferred to the Distribution
Account for payment of such amount.
(c) The amount of monthly interest distributable
with respect to the Collateral Interest shall be an amount
equal to the product of (i)(A) a fraction, the numerator of
which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the
Collateral Rate in effect with respect to the related
Interest Period, times (ii) the Collateral Interest
determined as of the Record Date preceding such Transfer
Date (the "Collateral Monthly Interest"); provided, however,
that for the purposes of determining Collateral Monthly
Interest only, the Collateral Rate shall not exceed a per
annum rate of 1% in excess of the London interbank offered
rate for one-month United States dollar deposits determined
by the Trustee on the second London Business Day prior to
the Transfer Date on which the related Interest Period
commences.
SECTION 4.07 Determination of Monthly Principal.
(a) The amount of monthly principal distributable
from the Principal Account with respect to the Class A
Certificates on each Transfer Date ("Class A Monthly
Principal"), beginning with the Transfer Date in the month
following the month in which the Controlled Accumulation
Period or, if earlier, the Rapid Amortization Period,
begins, shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation
Period, the Controlled Deposit Amount for such Transfer Date
and (iii) the Class A Adjusted Investor Interest (after
taking into account any adjustments to be made on such
Transfer Date pursuant to Section 4.10) prior to any deposit
into the Principal Funding Account on such Transfer Date.
(b) The amount of monthly principal distributable
from the Principal Account with respect to the Class B
Certificates on each Transfer Date (the "Class B Monthly
Principal"), for the Controlled Accumulation Period,
beginning with the Transfer Date on which an amount equal to
the Class A Investor Interest has been deposited in the
Principal Funding Account (after taking into account any
deposits to be made on such Transfer Date), or during the
Rapid Amortization Period, beginning with the Transfer Date
immediately preceding the Distribution Date on which the
Class A Investor Interest will be paid in full (after taking
into account payments to be made on the related Distribution
Date), shall be an amount equal to the least of (i) the
Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus
the portion of such Available Investor Principal Collections
applied to Class A Monthly Principal on such Transfer Date),
(ii) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such
Transfer Date (minus the Class A Monthly Principal with
respect to such Transfer Date) and (iii) the Class B
Adjusted Investor Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to
Sections 4.10 and 4.12) prior to any deposit into the
Principal Funding Account on such Transfer Date.
(c) The amount of monthly principal (the
"Collateral Monthly Principal") distributable from the
Principal Account with respect to the Collateral Interest on
each Transfer Date shall be (A) during the Revolving Period
following any reduction of the Required Collateral Interest
pursuant to clause (z) of the proviso in the definition
thereof an amount equal to the lesser of (1) the excess, if
any, of the Collateral Interest (after taking into account
any adjustments to be made on such Transfer Date pursuant to
Sections 4.10 and 4.12) over the Required Collateral
Interest on such Transfer Date, and (2) the Available
Investor Principal Collections on such Transfer Date or (B)
during the Controlled Accumulation Period or the Rapid
Amortization Period an amount equal to the lesser of (1) the
excess, if any, of the Collateral Interest (after taking
into account any adjustments to be made on such Transfer
Date pursuant to Sections 4.10 and 4.12) over the Required
Collateral Interest on such Transfer Date, and (2) the
excess, if any, of (i) the Available Investor Principal
Collections on such Transfer Date over (ii) the sum of the
Class A Monthly Principal and the Class B Monthly Principal
for such Transfer Date.
SECTION 4.08 Coverage of Required Amount.
(a) On or before each Transfer Date, the Servicer
shall determine the amount (the "Class A Required Amount"),
if any, by which the sum of (i) the Class A Monthly Interest
for such Transfer Date, plus (ii) the Class A Deficiency
Amount, if any, for such Transfer Date, plus (iii) the Class
A Additional Interest, if any, for such Transfer Date, plus
(iv) the Class A Servicing Fee for the prior Monthly Period
plus (v) the Class A Servicing Fee, if any, due but not paid
on any prior Transfer Date, plus (vi) the Class A Investor
Default Amount, if any, for the prior Monthly Period,
exceeds the Class A Available Funds for the related Monthly
Period.
(b) On or before each Transfer Date, the Servicer
shall also determine the amount (the "Class B Required
Amount"), if any, equal to the sum of (i) the amount, if
any, by which the sum of (A) the Class B Monthly Interest
for such Transfer Date, plus (B) the Class B Deficiency
Amount, if any, for such Transfer Date, plus (C) the Class B
Additional Interest, if any, for such Transfer Date, plus
(D) the Class B Servicing Fee for the prior Monthly Period,
plus (E) the Class B Servicing Fee, if any, due but not paid
on any prior Transfer Date, exceeds the Class B Available
Funds for the related Monthly Period, plus (ii) the Class B
Investor Default Amount, if any, for the prior Monthly
Period.
(c) In the event that the sum of the Class A
Required Amount and the Class B Required Amount for such
Transfer Date is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Class A
Required Amount or Class B Required Amount on or before such
Transfer Date. In the event that the Class A Required
Amount for such Transfer Date is greater than zero, all or a
portion of the Excess Spread with respect to such Transfer
Date in an amount equal to the Class A Required Amount, to
the extent available, for such Transfer Date shall be
distributed from the Finance Charge Account on such Transfer
Date pursuant to subsection 4.11(a). In the event that the
Class A Required Amount for such Transfer Date exceeds the
amount of Excess Spread with respect to such Transfer Date,
the Collections of Principal Receivables allocable to the
Collateral Interest and the Collections of Principal
Receivables allocable to the Class B Certificates with
respect to the prior Monthly Period shall be applied as
specified in Section 4.12. In the event that the Class B
Required Amount for such Transfer Date exceeds the amount of
Excess Spread available to fund the Class B Required Amount
pursuant to subsection 4.11(c), the Collections of Principal
Receivables allocable to the Collateral Interest (after
application to the Class A Required Amount) shall be applied
as specified in Section 4.12; provided, however, that the
sum of any payments pursuant to this paragraph shall not
exceed the sum of the Class A Required Amount and the Class
B Required Amount.
SECTION 4.09 Monthly Payments. On or before each
Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of
Exhibit B hereto) to withdraw and the Trustee, acting in
accordance with such instructions, shall withdraw on such
Transfer Date or the related Distribution Date, as
applicable, to the extent of available funds, the amounts
required to be withdrawn from the Finance Charge Account,
the Principal Account, the Principal Funding Account and the
Distribution Account as follows:
(a) An amount equal to the Class A Available Funds
deposited into the Finance Charge Account for the related
Monthly Period will be distributed on each Transfer Date in
the following priority:
(i) an amount equal to Class A Monthly Interest
for such Transfer Date, plus the amount of any Class A
Deficiency Amount for such Transfer Date, plus the
amount of any Class A Additional Interest for such
Transfer Date, shall be deposited by the Servicer or
the Trustee into the Distribution Account;
(ii) an amount equal to the Class A Servicing Fee
for such Transfer Date plus the amount of any Class A
Servicing Fee due but not paid to the Servicer on any
prior Transfer Date shall be distributed to the
Servicer;
(iii) an amount equal to the Class A Investor
Default Amount, if any, for the preceding Monthly
Period shall be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date; and
(iv) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set
forth in Section 4.11.
(b) An amount equal to the Class B Available Funds
deposited into the Finance Charge Account for the related
Monthly Period will be distributed on each Transfer Date in
the following priority:
(i) an amount equal to the Class B Monthly
Interest for such Transfer Date, plus the amount of any
Class B Deficiency Amount for such Transfer Date, plus
the amount of any Class B Additional Interest for such
Transfer Date, shall be deposited by the Servicer or
the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee
for such Transfer Date, plus the amount of any Class B
Servicing Fee due but not paid to the Servicer on any
prior Transfer Date for such Transfer Date shall be
distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set
forth in Section 4.11.
(c) An amount equal to the Collateral Available
Funds deposited into the Finance Charge Account for the
related Monthly Period will be distributed on each Transfer
Date in the following priority:
(i) if the Seller or The Bank of New York is no
longer the Servicer, an amount equal to the Collateral
Interest Servicing Fee for such Transfer Date plus the
amount of any Collateral Interest Servicing Fee due but
not paid to the Servicer on any prior Transfer Date
shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess
Spread and shall be allocated and distributed as set
forth in Section 4.11.
(d) During the Revolving Period, an amount equal
to the Available Investor Principal Collections deposited
into the Principal Account for the related Monthly Period
will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Collateral Monthly
Principal for such Transfer Date shall be distributed
to the Collateral Interest Holder in accordance with
the Loan Agreement;
(ii) an amount equal to the lesser of (A) the
product of (1) a fraction, the numerator of which is
equal to the Available Investor Principal Collections
remaining after the application specified in subsection
4.09(d)(i) above and the denominator of which is equal
to the sum of the Available Investor Principal
Collections available for sharing as specified in the
related Series Supplement for each Series in Group One
and (2) the Cumulative Series Principal Shortfall and
(B) Available Investor Principal Collections, shall
remain in the Principal Account to be treated as Shared
Principal Collections and applied to Series in Group
One other than this Series 1997-K; and
(iii) an amount equal to the excess, if any, of
(A) the Available Investor Principal Collections for
such Transfer Date over (B) the applications specified
in subsections 4.09(d)(i) and (ii) above shall be paid
to the Holder of the Seller Certificate; provided,
however, that the amount to be paid to the Holder of
the Seller Certificate pursuant to this subsection
4.09(d)(iii) with respect to such Transfer Date shall
be paid to the Holder of the Seller Certificate only if
the Seller Interest on such Date of Processing is
greater than zero (after giving effect to the inclusion
in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments
referred to in subsection 4.03(b)) and otherwise shall
be considered as Unallocated Principal Collections and
deposited into the Principal Account in accordance with
subsection 4.05(d); provided further, that in no event
shall the amount payable to the Holder of the Seller
Certificate pursuant to this subsection 4.09(d)(iii) be
greater than the Seller Interest on such Transfer Date.
(e) During the Controlled Accumulation Period or
the Rapid Amortization Period, an amount equal to the
Available Investor Principal Collections deposited into the
Principal Account for the related Monthly Period will be
distributed on each Transfer Date in the following priority:
(i) an amount equal to the Class A Monthly
Principal for such Transfer Date, shall be (A) during
the Controlled Accumulation Period, deposited into the
Principal Funding Account, and (B) during the Rapid
Amortization Period, deposited into the Distribution
Account;
(ii) after giving effect to the distribution
referred to in clause (i) above, an amount equal to the
Class B Monthly Principal, shall be (A) during the
Controlled Accumulation Period, deposited into the
Principal Funding Account, and (B) during the Rapid
Amortization Period, deposited into the Distribution
Account;
(iii) for each Transfer Date (other than the
Transfer Date immediately preceding the Series 1997-K
Termination Date) and on the Series 1997-K Termination
Date, after giving effect to the distributions referred
to in clauses (i) and (ii) above, an amount equal to
Collateral Monthly Principal shall be distributed to
the Collateral Interest Holder in accordance with the
Loan Agreement;
(iv) an amount equal to the lesser of (A) the
product of (1) a fraction, the numerator of which is
equal to the Available Investor Principal Collections
remaining after the application specified in
subsections 4.09(e)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the
Available Investor Principal Collections available for
sharing as specified in the related Series Supplement
for each Series in Group One and (2) the Cumulative
Series Principal Shortfall and (B) the Available
Investor Principal Collections remaining after the
application specified in subsections 4.09(e)(i), (ii)
and (iii) above, shall remain in the Principal Account
to be treated as Shared Principal Collections and
applied to Series in Group One other than this Series
1997-K; and
(v) an amount equal to the excess, if any, of (A)
the Available Investor Principal Collections over (B)
the applications specified in subsections 4.09(e)(i)
through (iv) above shall be paid to the Holder of the
Seller Certificate; provided, however, that the amount
to be paid to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) with respect to
such Transfer Date shall be paid to the Holder of the
Seller Certificate only if the Seller Interest on such
Date of Processing is greater than zero (after giving
effect to the inclusion in the Trust of all Receivables
created on or prior to such Transfer Date and the
application of payments referred to in subsection
4.03(b)) and otherwise shall be considered as
Unallocated Principal Collections and deposited into
the Principal Account in accordance with subsection
4.05(d); provided further, that in no event shall the
amount payable to the Holder of the Seller Certificate
pursuant to this subsection 4.09(e)(v) be greater than
the Seller Interest on such Transfer Date.
(f) On the earlier to occur of (i) the first
Transfer Date with respect to the Rapid Amortization Period
and (ii) the Transfer Date immediately preceding the
Scheduled Payment Date, the Trustee, acting in accordance
with instructions from the Servicer, shall withdraw from the
Principal Funding Account and deposit in the Distribution
Account the amount on deposit in the Principal Funding
Account.
(g) On each Distribution Date, the Trustee shall
pay in accordance with subsection 5.01 (i) to the Class A
Certificateholders from the Distribution Account, the amount
deposited into the Distribution Account pursuant to
subsection 4.09(a)(i) on the preceding Transfer Date and
(ii) to the Class B Certificateholders from the Distribution
Account, the amount deposited into the Distribution Account
pursuant to subsection 4.09(b)(i) on the preceding Transfer
Date.
(h) On the earlier to occur of (i) the first
Distribution Date with respect to the Rapid Amortization
Period and (ii) the Scheduled Payment Date and on each
Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay in
accordance with Section 5.01 from the Distribution Account
the amount so deposited into the Distribution Account
pursuant to subsections 4.09(e) and (f) on the related
Transfer Date in the following priority:
(i) an amount equal to the lesser of such amount
on deposit in the Distribution Account and the Class A
Investor Interest shall be paid to the Class A
Certificateholders; and
(ii) after giving effect to the distributions
referred to in clause (i) above, an amount equal to the
lesser of such amount on deposit in the Distribution
Account and the Class B Investor Interest shall be paid
to the Class B Certificateholders.
(iii) The Controlled Accumulation Period is
scheduled to commence at the close of business on October
31, 2004; provided, however, that, if the Accumulation
Period Length (determined as described below) is less than
12 months, the date on which the Controlled Accumulation
Period actually commences will be delayed to the first
Business Day of the month that is the number of whole months
prior to the Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will
at least equal the Accumulation Period Length. On the
Determination Date immediately preceding the October 2004
Distribution Date, and each Determination Date thereafter
until the Controlled Accumulation Period begins, the
Servicer will determine the "Accumulation Period Length"
which will equal the number of whole months such that the
sum of the Accumulation Period Factors for each month during
such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the
Accumulation Period Length will not be determined to be less
than one month; provided further, however, that the
determination of the Accumulation Period Length may be
changed at any time if the Rating Agency Condition is
satisfied.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer
shall calculate the Class A Investor Default Amount. If on
any Transfer Date, the Class A Investor Default Amount for
the prior Monthly Period exceeds the sum of the amount
allocated with respect thereto pursuant to subsection
4.09(a)(iii), subsection 4.11(a) and Section 4.12 with
respect to such Monthly Period, the Collateral Interest
(after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such
Transfer Date) will be reduced by the amount of such excess,
but not by more than the lesser of the Class A Investor
Default Amount and the Collateral Interest (after giving
effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) for
such Transfer Date. In the event that such reduction would
cause the Collateral Interest to be a negative number, the
Collateral Interest will be reduced to zero, and the Class B
Investor Interest (after giving effect to reductions for any
Class B Investor Charge-Offs and any Reallocated Class B
Principal Collections on such Transfer Date) will be reduced
by the amount by which the Collateral Interest would have
been reduced below zero. In the event that such reduction
would cause the Class B Investor Interest to be a negative
number, the Class B Investor Interest will be reduced to
zero, and the Class A Investor Interest will be reduced by
the amount by which the Class B Investor Interest would have
been reduced below zero, but not by more than the Class A
Investor Default Amount for such Transfer Date (a "Class A
Investor Charge-Off"). If the Class A Investor Interest has
been reduced by the amount of any Class A Investor Charge-
Offs, it will be reimbursed on any Transfer Date (but not by
an amount in excess of the aggregate Class A Investor Charge-
Offs) by the amount of Excess Spread allocated and available
for such purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer
shall calculate the Class B Investor Default Amount. If on
any Transfer Date, the Class B Investor Default Amount for
the prior Monthly Period exceeds the amount of Excess Spread
and Reallocated Collateral Principal Collections which are
allocated and available to fund such amount pursuant to
subsection 4.11(c) and Section 4.12, the Collateral Interest
(after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such
Transfer Date and any adjustments with respect thereto as
described in subsection 4.10(a) above) will be reduced by
the amount of such excess but not by more than the lesser of
the Class B Investor Default Amount and the Collateral
Interest (after giving effect to reductions for any
Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and any adjustments with
respect thereto as described in subsection 4.10(a) above)
for such Transfer Date. In the event that such reduction
would cause the Collateral Interest to be a negative number,
the Collateral Interest will be reduced to zero and the
Class B Investor Interest will be reduced by the amount by
which the Collateral Interest would have been reduced below
zero, but not by more than the Class B Investor Default
Amount for such Transfer Date (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced
by the amount of Reallocated Class B Principal Collections
in excess of the Collateral Interest pursuant to Section
4.12 and the amount of any portion of the Class B Investor
Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest pursuant to
subsection 4.10(a) above. The Class B Investor Interest
will thereafter be reimbursed (but not to an amount in
excess of the unpaid principal balance of the Class B
Certificates) on any Transfer Date by the amount of Excess
Spread allocated and available for that purpose as described
under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer
shall calculate the Collateral Default Amount. If on any
Transfer Date, the Collateral Default Amount for the prior
Monthly Period exceeds the amount of Excess Spread which is
allocated and available to fund such amount pursuant to
subsection 4.11(g), the Collateral Interest will be reduced
by the amount of such excess but not by more than the lesser
of the Collateral Default Amount and the Collateral Interest
for such Transfer Date (a "Collateral Charge-Off"). The
Collateral Interest will also be reduced by the amount of
Reallocated Principal Collections pursuant to Section 4.12
and the amount of any portion of the Collateral Interest
allocated to the Class A Certificates or the Class B
Certificates to avoid a reduction in the Class A Investor
Interest, pursuant to subsection 4.10(a), or the Class B
Investor Interest, pursuant to subsection 4.10(b),
respectively. The Collateral Interest will thereafter be
reimbursed on any Transfer Date by the amount of the Excess
Spread allocated and available for that purpose as described
under subsection 4.11(h).
SECTION 4.11 Excess Spread. On or before each
Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of
Exhibit B hereto) to apply Excess Spread with respect to the
related Monthly Period to make the following distributions
on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required
Amount, if any, with respect to such Transfer Date will be
used to fund the Class A Required Amount and be applied in
accordance with, and in the priority set forth in,
subsection 4.09(a);
(b) an amount equal to the aggregate amount of
Class A Investor Charge-Offs which have not been previously
reimbursed will be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date;
(c) an amount equal to the Class B Required
Amount, if any, with respect to such Transfer Date will be
used to fund the Class B Required Amount and be applied
first in accordance with, and in the priority set forth in,
subsection 4.09(b) and then any remaining amount available
to pay the Class B Investor Default Amount shall be treated
as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by
which the Class B Investor Interest has been reduced below
the initial Class B Investor Interest for reasons other than
the payment of principal to the Class B Certificateholders
(but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) will
be treated as a portion of Investor Principal Collections
and deposited into the Principal Account on such Transfer
Date;
(e) an amount equal to the Collateral Monthly
Interest plus the amount of any past due Collateral Monthly
Interest for such Transfer Date will be paid to the
Collateral Interest Holder in accordance with the Loan
Agreement;
(f) if the Seller or The Bank of New York is the
Servicer, an amount equal to the aggregate amount of accrued
but unpaid Collateral Interest Servicing Fees will be paid
to the Servicer;
(g) an amount equal to the Collateral Default
Amount, if any, for the prior Monthly Period will be treated
as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(h) an amount equal to the aggregate amount by
which the Collateral Interest has been reduced below the
Required Collateral Interest for reasons other than the
payment of principal to the Collateral Interest Holder (but
not in excess of the aggregate amount of such reductions
which have not been previously reimbursed) will be treated
as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(i) on each Transfer Date from and after the
Reserve Account Funding Date, but prior to the date on which
the Reserve Account terminates as described in Section
4.15(f), an amount up to the excess, if any, of the Required
Reserve Account Amount over the Available Reserve Account
Amount shall be deposited into the Reserve Account; and
(j) the balance, if any, after giving effect to
the payments made pursuant to subparagraphs (a) through (i)
above shall be distributed in accordance with the Loan
Agreement.
SECTION 4.12 Reallocated Principal Collections.
On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing (which writing shall be substantially
in the form of Exhibit B hereto) to withdraw from the
Principal Account and apply Reallocated Principal
Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b)
prior to applying any Reallocated Class B Principal
Collections in accordance with subsection 4.12(a) for any
amounts still owing after the application of Reallocated
Collateral Principal Collections) with respect to such
Transfer Date, to make the following distributions on each
Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i)
the Class A Required Amount, if any, with respect to such
Transfer Date over (ii) the amount of Excess Spread with
respect to the related Monthly Period, shall be applied
pursuant to subsections 4.09(a)(i), (ii) and (iii); and
(b) an amount equal to the excess, if any, of (i)
the Class B Required Amount, if any, with respect to such
Transfer Date over (ii) the amount of Excess Spread
allocated and available to the Class B Certificates pursuant
to subsection 4.11(c) on such Transfer Date shall be applied
first pursuant to subsections 4.09(b)(i) and (ii) and then
pursuant to subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest
shall be reduced by the amount of Reallocated Collateral
Principal Collections and by the amount of Reallocated Class
B Principal Collections for such Transfer Date. In the
event that such reduction would cause the Collateral
Interest (after giving effect to any Collateral Charge-Offs
for such Transfer Date) to be a negative number, the
Collateral Interest (after giving effect to any Collateral
Charge-Offs for such Transfer Date) shall be reduced to zero
and the Class B Investor Interest shall be reduced by the
amount by which the Collateral Interest would have been
reduced below zero. In the event that the reallocation of
Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B
Investor Charge-Offs for such Transfer Date) to be a
negative number on any Transfer Date, Reallocated Principal
Collections shall be reallocated on such Transfer Date in an
aggregate amount not to exceed the amount which would cause
the Class B Investor Interest (after giving effect to any
Class B Investor Charge-Offs for such Transfer Date) to be
reduced to zero.
SECTION 4.13 Shared Principal Collections.
(a) The portion of Shared Principal Collections on
deposit in the Principal Account equal to the amount of
Shared Principal Collections allocable to Series 1997-K on
any Transfer Date shall be applied as an Available Investor
Principal Collection pursuant to Section 4.09 and pursuant
to such Section 4.09 shall be deposited in the Distribution
Account or distributed in accordance with the Loan
Agreement.
(b) Shared Principal Collections allocable to
Series 1997-K with respect to any Transfer Date shall mean
an amount equal to the Series Principal Shortfall, if any,
with respect to Series 1997-K for such Transfer Date;
provided, however, that if the aggregate amount of Shared
Principal Collections for all Series for such Transfer Date
is less than the Cumulative Series Principal Shortfall for
such Transfer Date, then Shared Principal Collections
allocable to Series 1997-K on such Transfer Date shall equal
the product of (i) Shared Principal Collections for all
Series for such Transfer Date and (ii) a fraction, the
numerator of which is the Series Principal Shortfall with
respect to Series 1997-K for such Transfer Date and the
denominator of which is the aggregate amount of Cumulative
Series Principal Shortfall for all Series for such Transfer
Date.
(c) Solely for the purpose of determining the
amount of Available Investor Principal Collections to be
treated as Shared Principal Collections on any Transfer Date
allocable to other Series in Group One, on each
Determination Date, the Servicer shall determine the Class A
Required Amount, Class B Required Amount, Excess Spread and
Reallocated Principal Collections as of such Determination
Date for the following Transfer Date.
SECTION 4.14 Principal Funding Account.
(a) The Trustee shall establish and maintain with
a Qualified Institution, which may be the Trustee, in the
name of the Trust, on behalf of the Trust, for the benefit
of the Investor Certificateholders, a segregated trust
account with the corporate trust department of such
Qualified Institution (the "Principal Funding Account"),
bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time
in the Principal Funding Account and in all proceeds
thereof. The Principal Funding Account shall be under the
sole dominion and control of the Trustee for the benefit of
the Investor Certificateholders. If at any time the
institution holding the Principal Funding Account ceases to
be a Qualified Institution, the Seller shall notify the
Trustee, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days,
establish a new Principal Funding Account meeting the
conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new
Principal Funding Account. The Trustee, at the direction of
the Servicer, shall (i) make withdrawals from the Principal
Funding Account from time to time, in the amounts and for
the purposes set forth in this Series Supplement, and (ii)
on each Transfer Date (from and after the commencement of
the Controlled Accumulation Period) prior to the termination
of the Principal Funding Account make deposits into the
Principal Funding Account in the amounts specified in, and
otherwise in accordance with, subsection 4.09(e).
(b) Funds on deposit in the Principal Funding
Account shall be invested at the direction of the Servicer
by the Trustee in Permitted Investments. Funds on deposit
in the Principal Funding Account on any Transfer Date, after
giving effect to any withdrawals from the Principal Funding
Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be
available for withdrawal on or prior to the following
Transfer Date. The Trustee shall maintain for the benefit
of the Investor Certificateholders possession of the
negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment shall
be disposed of prior to its maturity.
On each Transfer Date with respect to the
Controlled Accumulation Period and on the first Transfer
Date with respect to the Rapid Amortization Period, the
Trustee, acting at the Servicer's direction given on or
before such Transfer Date, shall transfer from the Principal
Funding Account to the Finance Charge Account the Principal
Funding Investment Proceeds on deposit in the Principal
Funding Account, but not in excess of the Covered Amount,
for application in the following priority:
(i) an amount up to that portion of the Covered
Amount computed pursuant to clause (a) of the
definition of Covered Amount shall be treated as Class
A Available Funds to be applied pursuant to subsection
4.09(a)(i); and
(ii) an amount up to that portion of the Covered
Amount computed pursuant to clause (b) of the
definition of Covered Amount shall be treated as Class
B Available Funds to be applied pursuant to subsection
4.09(b)(i).
Any Excess Principal Funding Investment Proceeds
shall be paid to the Seller on each Transfer Date. An
amount equal to any Principal Funding Investment Shortfall
will be deposited in the Finance Charge Account on each
Transfer Date from the Reserve Account to the extent funds
are available pursuant to, and in accordance with,
subsection 4.15(d). Principal Funding Investment Proceeds
(including reinvested interest) shall not be considered part
of the amounts on deposit in the Principal Funding Account
for purposes of this Series Supplement.
SECTION 4.15 Reserve Account.
(a) The Trustee shall establish and maintain with
a Qualified Institution, which may be the Trustee in the
name of the Trust, on behalf of the Trust, for the benefit
of the Investor Certificateholders, a segregated trust
account with the corporate trust department of such
Qualified Institution (the "Reserve Account"), bearing a
designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor
Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time
in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control
of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding
the Reserve Account ceases to be a Qualified Institution,
the Seller shall notify the Trustee, and the Trustee upon
being notified (or the Servicer on its behalf) shall, within
10 Business Days, establish a new Reserve Account meeting
the conditions specified above with a Qualified Institution,
and shall transfer any cash or any investments to such new
Reserve Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available
Reserve Account Amount at such time, for the purposes set
forth in this Series Supplement, and (ii) on each Transfer
Date (from and after the Reserve Account Funding Date) prior
to termination of the Reserve Account make a deposit into
the Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.11(i).
(b) Funds on deposit in the Reserve Account shall
be invested at the direction of the Servicer by the Trustee
in Permitted Investments. Funds on deposit in the Reserve
Account on any Transfer Date, after giving effect to any
withdrawals from the Reserve Account on such Transfer Date,
shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior
to the following Transfer Date. The Trustee shall maintain
for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity. On
each Transfer Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Reserve Account
shall be retained in the Reserve Account (to the extent that
the Available Reserve Account Amount is less than the
Required Reserve Account Amount) and the balance, if any,
shall be deposited into the Finance Charge Account and
included in Class A Available Funds for such Transfer Date.
For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this
Series Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall
be deemed not to be available or on deposit.
(c) On or before each Transfer Date with respect
to the Controlled Accumulation Period and on or before the
first Transfer Date with respect to the Rapid Amortization
Period, the Servicer shall calculate the "Reserve Draw
Amount" which shall be equal to the Principal Funding
Investment Shortfall with respect to each Transfer Date with
respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Rapid Amortization Period;
provided, however, that such amount will be reduced to the
extent that funds otherwise would be available for deposit
in the Reserve Account under Section 4.11(i) with respect to
such Transfer Date.
(d) In the event that for any Transfer Date the
Reserve Draw Amount is greater than zero, the Reserve Draw
Amount, up to the Available Reserve Account Amount, shall be
withdrawn from the Reserve Account on such Transfer Date by
the Trustee (acting in accordance with the instructions of
the Servicer), and deposited into the Finance Charge Account
for application in the following priority:
(i) an amount up to the excess, if any, of (x) an
amount equal to that portion of the Covered Amount
computed pursuant to clause (a) of the definition of
Covered Amount over (y) the amount treated as Class A
Available Funds pursuant to subsection 4.14(b)(i),
shall be treated as Class A Available Funds to be
applied pursuant to subsection 4.09(a)(i); and
(ii) an amount up to the excess, if any, of (x) an
amount equal to that portion of the Covered Amount
computed pursuant to clause (b) of the definition of
Covered Amount over (y) the amount treated as Class B
Available Funds pursuant to subsection 4.14(b)(ii),
shall be treated as Class B Available Funds to be
applied pursuant to subsection 4.09(b)(i).
(e) In the event that the Reserve Account Surplus
on any Transfer Date, after giving effect to all deposits to
and withdrawals from the Reserve Account with respect to
such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the instructions of the Servicer,
shall withdraw from the Reserve Account, and pay in
accordance with the Loan Agreement, an amount equal to such
Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the
termination of the Trust pursuant to Article XII of the
Agreement, (ii) if the Controlled Accumulation Period has
not commenced, the first Transfer Date relating to the Rapid
Amortization Period and (iii) if the Controlled Accumulation
Period has commenced, the earlier of the first Transfer Date
with respect to the Rapid Amortization Period and the
Transfer Date immediately preceding the Scheduled Payment
Date, the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all
amounts owing to the Series 1997-K Certificateholders that
are payable from the Reserve Account as provided herein,
shall withdraw from the Reserve Account and pay in
accordance with the Loan Agreement, all amounts, if any, on
deposit in the Reserve Account and the Reserve Account shall
be deemed to have terminated for purposes of this Series
Supplement.
SECTION 4.16 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee
will determine LIBOR on the basis of the rate for deposits
in United States dollars for a one-month period which
appears on Telerate Page 3750 as of 11:00 a.m., London time,
on such date. If such rate does not appear on Telerate Page
3750, the rate for that LIBOR Determination Date will be
determined on the basis of the rates at which deposits in
United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for a one-month period.
The Trustee will request the principal London office of each
of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for
that LIBOR Determination Date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided
as requested, the rate for that LIBOR Determination Date
will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at
approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks
for a one-month period.
(b) The Class A Certificate Rate and Class B
Certificate Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by
any Investor Certificateholder by telephoning the Trustee at
its Corporate Trust Office at (212) 815-5368.
(c) On each LIBOR Determination Date prior to
12:00 noon New York City time, the Trustee shall send to the
Servicer by facsimile, notification of LIBOR for the
following Interest Period.
SECTION 4.17 Seller's or Servicer's Failure to
Make a Deposit or Payment.
If the Servicer or the Seller fails to make, or
give instructions to make, any payment or deposit (other
than as required by subsections 2.04(d) and (e) and 12.02(a)
or Sections 10.02 and 12.01) required to be made or given by
the Servicer or Seller, respectively, at the time specified
in the Agreement (including applicable grace periods), the
Trustee shall make such payment or deposit from the
applicable Investor Account without instruction from the
Servicer or Seller. The Trustee shall be required to make
any such payment, deposit or withdrawal hereunder only to
the extent that the Trustee has sufficient information to
allow it to determine the amount thereof; provided, however,
that the Trustee shall in all cases be deemed to have
sufficient information to determine the amount of interest
payable to the Series 1997-K Certificateholders on each
Distribution Date. The Servicer shall, upon request of the
Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such payment, deposit
or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee in the manner in
which such payment or deposit should have been made by the
Seller or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement. Article V
of the Agreement shall read in its entirety as follows and
shall be applicable only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions.
(a) On each Distribution Date, the Trustee shall
distribute (in accordance with the certificate delivered on
or before the related Transfer Date by the Servicer to the
Trustee pursuant to subsection 3.04(b)) to each Class A
Certificateholder of record on the immediately preceding
Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate
Undivided Interests represented by Class A Certificates held
by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class A
Certificateholders pursuant to Section 4.09 by check mailed
to each Class A Certificateholder (at such
Certificateholder's address as it appears in the Certificate
Register), except that with respect to Class A Certificates
registered in the name of the nominee of a Clearing Agency,
such distribution shall be made in immediately available
funds.
(b) On each Distribution Date, the Trustee shall
distribute (in accordance with the certificate delivered on
or before the related Transfer Date by the Servicer to the
Trustee pursuant to subsection 3.04(b)) to each Class B
Certificateholder of record on the immediately preceding
Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate
Undivided Interests represented by Class B Certificates held
by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.09 by check mailed
to each Class B Certificateholder (at such
Certificateholder's address as it appears in the Certificate
Register), except that with respect to Class B Certificates
registered in the name of the nominee of a Clearing Agency,
such distribution shall be made in immediately available
funds.
SECTION 5.02 Monthly Series 1997-K
Certificateholders' Statement.
(a) On or before each Distribution Date, the
Trustee shall forward to each Series 1997-K
Certificateholder, each Rating Agency and the Collateral
Interest Holder a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the
Servicer, delivered to the Trustee and setting forth, among
other things, the following information (which, in the case
of subclauses (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per
Certificate and, in the case of subclauses (ix) and (x)
shall be stated on an aggregate basis and on the basis of an
original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution;
(ii) the amount of the current distribution
allocable to Class A Monthly Principal, Class B Monthly
Principal and Collateral Monthly Principal,
respectively;
(iii) the amount of the current distribution
allocable to Class A Monthly Interest, Class A
Deficiency Amounts, Class A Additional Interest, Class
B Monthly Interest, Class B Deficiency Amounts, Class B
Additional Interest, Collateral Monthly Interest, and
any past due Collateral Monthly Interest, respectively;
(iv) the amount of Collections of Principal
Receivables processed during the related Monthly Period
and allocated in respect of the Class A Certificates,
the Class B Certificates and the Collateral Interest,
respectively;
(v) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period
and allocated in respect of the Class A Certificates,
the Class B Certificates and the Collateral Interest,
respectively;
(vi) the aggregate amount of Principal Receivables,
the Investor Interest, the Adjusted Investor Interest,
the Class A Investor Interest, the Class A Adjusted
Investor Interest, the Class B Investor Interest, Class
B Adjusted Investor Interest, the Collateral Interest,
the Floating Investor Percentage, the Class A Floating
Allocation, the Class B Floating Allocation, the
Collateral Floating Allocation and the Fixed Investor
Percentage, Class A Fixed Allocation, the Class B Fixed
Allocation and the Collateral Fixed Allocation with
respect to the Principal Receivables in the Trust as of
the end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts
which were 35 to 64, 65 to 94, 95 to 124, 125 to 154
and 155 or more days delinquent as of the end of the
day on the Record Date;
(viii) the Aggregate Investor Default Amount, the
Class A Investor Default Amount, the Class B Investor
Default Amount and the Collateral Default Amount for
the related Monthly Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs and
Collateral Charge-Offs for the related Monthly Period;
(x) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs and
Collateral Charge-Offs reimbursed on the Transfer Date
immediately preceding such Distribution Date;
(xi) the amount of the Class A Servicing Fee, the
Class B Servicing Fee, the Collateral Interest
Servicing Fee and the Servicer Interchange for the
related Monthly Period;
(xii) the Portfolio Yield for the preceding Monthly
Period;
(xiii) the amount of Reallocated Collateral Principal
Collections and Reallocated Class B Principal
Collections with respect to such Distribution Date;
(xiv) the Class A Investor Interest, the Class A
Adjusted Investor Interest, the Class B Investor
Interest, the Class B Adjusted Investor Interest and
the Collateral Interest as of the close of business on
such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on the
Transfer Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds
transferred to the Finance Charge Account to be treated
as Class A Available Funds and Class B Available Funds,
respectively, on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on
the related Transfer Date;
(xx) the amount of Class A Available Funds and
Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date;
(xxi) such other items as are set forth in Exhibit C
to this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On
or before January 31 of each calendar year, beginning with
calendar year 1998, the Trustee shall distribute to each
Person who at any time during the preceding calendar year
was a Series 1997-K Certificateholder, a statement prepared
by the Servicer containing the information required to be
contained in the regular monthly report to Series 1997-K
Certificateholders, as set forth in subclauses (i), (ii) and
(iii) above, aggregated for such calendar year or the
applicable portion thereof during which such Person was a
Series 1997-K Certificateholder, together with such other
customary information (consistent with the treatment of the
Certificates as debt) as the Servicer deems necessary or
desirable to enable the Series 1997-K Certificateholders to
prepare their tax returns. Such obligations of the Trustee
shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by
the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.
SECTION 9. Series 1997-K Pay Out Events. If any
one of the following events shall occur with respect to the
Investor Certificates:
(a) failure on the part of the Seller (i) to make
any payment or deposit required by the terms of (A) the
Agreement or (B) this Series Supplement, on or before the
date occurring five days after the date such payment or
deposit is required to be made herein or (ii) duly to
observe or perform in any material respect any covenants or
agreements of the Seller set forth in the Agreement or this
Series Supplement (including, without limitation, the
covenant of the Seller contained in Section 11 of this
Series Supplement), which failure has a material adverse
effect on the Series 1997-K Certificateholders (which
determination shall be made without reference to whether any
funds are available under the Collateral Interest) 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 Seller by the
Trustee, or to the Seller and the Trustee by the Holders of
Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of
this Series 1997-K, and continues to affect materially and
adversely the interests of the Series 1997-K
Certificateholders (which determination shall be made
without reference to whether any funds are available under
the Collateral Interest) for such period;
(b) any representation or warranty made by the
Seller in the Agreement or this Series Supplement, or any
information contained in a computer file or microfiche list
required to be delivered by the Seller pursuant to Section
2.01 or 2.06, (i) shall prove to have been incorrect in any
material respect when made or when delivered, which
continues to be incorrect in any material respect for a
period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Seller by the Trustee, or to the Seller
and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50%
of the Investor Interest of this Series 1997-K, and (ii) as
a result of which the interests of the Series 1997-K
Certificateholders are materially and adversely affected
(which determination shall be made without reference to
whether any funds are available under the Collateral
Interest) and continue to be materially and adversely
affected for such period; provided, however, that a Series
1997-K Pay Out Event pursuant to this subsection 9(b) hereof
shall not be deemed to have occurred hereunder if the Seller
has accepted reassignment of the related Receivable, or all
of such Receivables, if applicable, during such period in
accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any
three consecutive Monthly Periods is less than the average
of the Base Rates for such period;
(d) the Seller shall fail to convey Receivables
arising under Additional Accounts, or Participations, to the
Trust, as required by subsection 2.06(a);
(e) any Servicer Default shall occur which would
have a material adverse effect on the Series 1997-K
Certificateholders; or
(f) the Class A Investor Interest and the Class B
Investor Interest shall not be paid in full on the Scheduled
Payment Date;
then, in the case of any event described in subsection 9(a),
(b) or (e) hereof, after the applicable grace period set
forth in such subparagraphs, if any, either the Trustee or
Holders of Series 1997-K Certificates and the Collateral
Interest Holder evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series
1997-K by notice then given in writing to the Seller and the
Servicer (and to the Trustee if given by the
Certificateholders) may declare that a pay out event (a
"Series 1997-K Pay Out Event") has occurred as of the date
of such notice, and in the case of any event described in
subsection 9(c), (d) or (f) hereof, a Series 1997-K Pay Out
Event shall occur without any notice or other action on the
part of the Trustee or the Investor Certificateholders
immediately upon the occurrence of such event.
SECTION 10. Series 1997-K Termination. The right
of the Investor Certificateholders to receive payments from
the Trust will terminate on the first Business Day following
the Series 1997-K Termination Date.
SECTION 11. Periodic Finance Charges and Other
Fees. The Seller hereby agrees that, except as otherwise
required by any Requirement of Law, or as is deemed by the
Seller to be necessary in order for the Seller to maintain
its credit card business, based upon a good faith assessment
by the Seller, in its sole discretion, of the nature of the
competition in the credit card business, it shall not at any
time reduce the Periodic Finance Charges assessed on any
Receivable or other fees on any Account if, as a result of
such reduction, the Seller's reasonable expectation of the
Portfolio Yield as of such date would be less than the then
Base Rate.
SECTION 12. Limitations on Addition of Accounts.
The Seller agrees that it shall not designate any Additional
Accounts pursuant to subsection 2.06(b) unless on or prior
to the related Addition Date, the Seller shall have provided
the Collateral Interest Holder with an Officer's Certificate
certifying that such designation of such Additional Accounts
will not, as of the related Addition Date, (a) be reasonably
expected by the Seller to result in a reduction or
withdrawal by the Rating Agency of its rating for the
Investor Certificates or (b) cause a Series 1997-K Pay Out
Event.
SECTION 13. Counterparts. This Series Supplement
may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all of
such counterparts shall together constitute but one and the
same instrument.
SECTION 14. Governing Law. THIS SERIES
SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, 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; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND
STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF THE
TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.
SECTION 15. Additional Notices.
(a) For so long as the Investor Certificates shall
be outstanding, the Seller agrees to provide Fitch with the
notice provided to each Rating Agency in subsection
2.06(c)(i) and agrees to provide to Fitch and Standard and
Poor's the Opinion of Counsel provided to Moody's pursuant
to subsection 2.06(c)(vi), in each case in the times and the
manner provided for in such subsections.
(b) The Seller shall notify the Collateral
Interest Holder promptly after becoming aware of any Lien on
any Receivable other than the conveyances under the
Agreement. The Seller will notify the Collateral Interest
Holder of any merger, consolidation, assumption or transfer
referred to in Section 7.02.
SECTION 16. Additional Representations and
Warranties of the Servicer. MBNA America Bank, National
Association, as initial Servicer, hereby makes, and any
Successor Servicer by its appointment under the Agreement
shall make the following representations and warranties:
(a) All Consents. All authorizations, consents,
orders or approvals of or registrations or declarations with
any Governmental Authority required to be obtained, effected
or given by the Servicer in connection with the execution
and delivery of this Series Supplement by the Servicer and
the performance of the transactions contemplated by this
Series Supplement by the Servicer, have been duly obtained,
effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer
shall not permit any rescission or cancellation of any
Receivable except as ordered by a court of competent
jurisdiction or other Governmental Authority or in
accordance with the normal operating procedures of the
Servicer.
(c) 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 an instrument (as
defined in the UCC as in effect in the State of Delaware).
SECTION 17. No Petition. The Seller, the
Servicer and the Trustee, by entering into this Series
Supplement and each Certificateholder, by accepting a Series
1997-K Certificate hereby covenant and agree that they will
not at any time institute against the Trust, or join in any
institution against the Trust of, any bankruptcy proceedings
under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to
the Investor Certificateholders, the Agreement or this
Series Supplement.
SECTION 18. Certain Tax Related Amendments. In
addition to being subject to amendment pursuant to any other
provisions relating to amendments in either the Agreement or
this Series Supplement, this Series Supplement may be
amended by the Seller without the consent of the Servicer,
Trustee or any Investor Certificateholder if the Seller
provides the Trustee with (i) an Opinion of Counsel to the
effect that such amendment or modification would reduce the
risk the Trust would be treated as taxable as a publicly
traded partnership pursuant to Code section 7704 and (ii) a
certificate that such amendment or modification would not
materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be
deemed effective without the Trustee's consent, if the
Trustee's rights, duties and obligations hereunder are
thereby modified. Promptly after the effectiveness of any
amendment pursuant to this Section 18, the Seller shall
deliver a copy of such amendment to each of the Servicer,
the Trustee and each Rating Agency.
SECTION 19. Tax Representation and Covenant. Any
holder of an interest in the Trust acquired pursuant to
Section 12.01(b) in respect of the Series 1997-K
Certificates shall be required to represent and covenant in
connection with such acquisition that (x) it has neither
acquired, nor will it sell, trade or transfer any interest
in the Trust or cause any interest in the Trust to be
marketed on or through either (i) an "established securities
market" within the meaning of Code section 7704(b)(1),
including without limitation an interdealer quotation system
that regularly disseminates firm buy or sell quotations by
identified brokers or dealers by electronic means or
otherwise or (ii) a "secondary market (or the substantial
equivalent thereof)" within the meaning of Code section
7704(b)(2), including a market wherein interests in the
Trust are regularly quoted by any person making a market in
such interests and a market wherein any person regularly
makes available bid or offer quotes with respect to
interests in the Trust and stands ready to effect buy or
sell transactions at the quoted prices for itself or on
behalf of others, (y) unless the Seller consents otherwise,
such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section
7701(a)(3) and (ii) is not, and will not become, an S
corporation as described in Code section 1361, and (z) it
will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar
representations and covenants for the benefit of the Seller
and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such
holder shall further agree in connection with its
acquisition of such interest that, in the event of any
breach of its (or its participant's) representation and
covenant that it (or its participant) is and shall remain
classified as a corporation other than an S corporation, the
Seller shall have the right to procure a replacement
investor to replace such holder (or its participant), and
further that such holder shall take all actions necessary to
permit such replacement investor to succeed to its rights
and obligations as a holder (or to the rights of its
participant).
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this Series 1997-K Supplement to be
duly executed by their respective officers as of the day and
year first above written.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Seller and Servicer
By:_/s/ Jerry M. Hamstead
Name: Jerry M. Hamstead
Title: First Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Reyne A Macadaeg
Name: Reyne A. Macadaeg
Title: Assistant Vice
President
[Signature Page to Series 1997-K Supplement
dated as of October 22, 1997]
EXHIBIT A-1
FORM OF CERTIFICATE
CLASS A
Unless this Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to MBNA
America Bank, National Association or its agent
for registration of transfer, exchange or payment,
and any certificate issued is registered in the
name of Cede & Co. or in such other name as
requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-K
Evidencing an Undivided Interest in a trust, the corpus of
which consists of a portfolio of MasterCard registered
trademark and VISA registered trademark credit card
receivables generated or acquired by MBNA America Bank,
National Association and other assets and interests
constituting the Trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which
consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created and arising in connection
with selected MasterCard and VISA credit card accounts (the
"Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the
United States, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables
but excluding recoveries on any charged-off Receivables),
the right to certain amounts received as Interchange with
respect to the Accounts, the benefits of the Collateral
Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as
of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1997-K Supplement dated as of
October 22, 1997 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National
Association, as Seller (the "Seller") and as Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions
of which is set forth hereinbelow. The Series 1997-K
Certificates are issued in two classes, the Class A
Certificates (of which this certificate is one) and the
Class B Certificates, which are subordinated to the Class A
Certificates in certain rights of payment as described
herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and
Servicing Agreement and the Series 1997-K Certificates with
the intention that the Series 1997-K Certificates will
qualify under applicable tax law as indebtedness, and each
of the Seller, the Holder of the Seller Certificate, the
Servicer and each Series 1997-K Certificateholder (or Series
1997-K Certificate Owner) by acceptance of its Series 1997-K
Certificate (or in the case of a Series 1997-K Certificate
Owner, by virtue of such Series 1997-K Certificate Owner's
acquisition of a beneficial interest therein), agrees to
treat and to take no action inconsistent with the treatment
of the Series 1997-K Certificates (or any beneficial
interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series
1997-K Certificateholder agrees that it will cause any
Series 1997-K Certificate Owner acquiring an interest in a
Series 1997-K Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the
Series 1997-K Certificates as indebtedness for certain tax
purposes.
To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement. This Class A
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class A Certificateholder by
virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
Although a summary of certain provisions of the
Pooling and Servicing Agreement is set forth below, this
Class A Certificate is qualified in its entirety by the
terms and provisions of the Pooling and Servicing Agreement
and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of
the Trustee.
Interest will accrue on the Class A Certificates
from the Closing Date through November 16, 1997 and from
November 17, 1997 through December 14, 1997, and with
respect to each Interest Period thereafter, at the rate of
0.12% per annum above LIBOR, as more specifically set forth
in the Pooling and Servicing Agreement, and will be
distributed on December 15, 1997 and on the 15th day of each
calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution
Date"), to the Class A Certificateholders of record as of
the last Business Day of the calendar month preceding such
Distribution Date. During the Rapid Amortization Period, in
addition to Class A Monthly Interest, Class A Monthly
Principal will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar
month commencing in the month following the commencement of
the Rapid Amortization Period until the Class A Certificates
have been paid in full. During the Controlled Accumulation
Period, in addition to monthly payments of Class A Monthly
Interest, the amount on deposit in the Principal Funding
Account will be distributed as principal to the Class A
Certificateholders on the November 2005 Distribution Date,
unless distributed earlier as a result of the occurrence of
a Pay Out Event in accordance with the Pooling and Servicing
Agreement.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual
signature, this Class A Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National
Association has caused this Series 1997-K Class A
Certificate to be duly executed under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: October 22, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-K Class A
Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
Date: October 22, 1997
EXHIBIT A-2
FORM OF CERTIFICATE
CLASS B
Unless this Certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to MBNA
America Bank, National Association or its agent
for registration of transfer, exchange or payment,
and any certificate issued is registered in the
name of Cede & Co. or in such other name as
requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
No. __ $__________
CUSIP No. _________
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-K
Evidencing an Undivided Interest in a trust, the corpus of
which consists of a portfolio of MasterCard registered
trademark and VISA registered trademark credit card
receivables generated or acquired by MBNA America Bank,
National Association and other assets and interests
constituting the Trust under the Pooling and Servicing
Agreement described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which
consists of a portfolio of receivables (the "Receivables")
now existing or hereafter created and arising in connection
with selected MasterCard and VISA credit card accounts (the
"Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the
United States, all monies due or to become due in payment of
the Receivables (including all Finance Charge Receivables
but excluding recoveries on any charged-off Receivables),
the right to certain amounts received as Interchange with
respect to the Accounts, the benefits of the Collateral
Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as
of August 4, 1994, as amended as of March 11, 1996, as
supplemented by the Series 1997-K Supplement dated as of
October 22, 1997 (collectively, the "Pooling and Servicing
Agreement"), by and between MBNA America Bank, National
Association, as Seller (the "Seller") and as Servicer (the
"Servicer"), and The Bank of New York, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions
of which is set forth hereinbelow. The Series 1997-K
Certificates are issued in two classes, the Class A
Certificates and the Class B Certificates (of which this
certificate is one), which are subordinated to the Class A
Certificates in certain rights of payment as described
herein and in the Pooling and Servicing Agreement.
The Seller has structured the Pooling and
Servicing Agreement and the Series 1997-K Certificates with
the intention that the Series 1997-K Certificates will
qualify under applicable tax law as indebtedness, and each
of the Seller, the Holder of the Seller Certificate, the
Servicer and each Series 1997-K Certificateholder (or Series
1997-K Certificate Owner) by acceptance of its Series 1997-K
Certificate (or in the case of a Series 1997-K Certificate
Owner, by virtue of such Series 1997-K Certificate Owner's
acquisition of a beneficial interest therein), agrees to
treat and to take no action inconsistent with the treatment
of the Series 1997-K Certificates (or any beneficial
interest therein) as indebtedness for purposes of federal,
state, local and foreign income or franchise taxes and any
other tax imposed on or measured by income. Each Series
1997-K Certificateholder agrees that it will cause any
Series 1997-K Certificate Owner acquiring an interest in a
Series 1997-K Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the
Series 1997-K Certificates as indebtedness for certain tax
purposes.
To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned to
them in the Pooling and Servicing Agreement. This Class B
Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing
Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Class B Certificateholder by
virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.
Although a summary of certain provisions of the
Pooling and Servicing Agreement is set forth below, this
Class B Certificate is qualified in its entirety by the
terms and provisions of the Pooling and Servicing Agreement
and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of
the Trustee.
Interest will accrue on the Class B Certificates
from the Closing Date through November 16,1997 and from
November 17, 1997 through December 14, 1997, and with
respect to each Interest Period thereafter, at the rate of
0.32% per annum above LIBOR, as more specifically set forth
in the Pooling and Servicing Agreement, and will be
distributed on December 15, 1997 and on the 15th day of each
calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution
Date"), to the Class B Certificateholders of record as of
the last Business Day of the calendar month preceding such
Distribution Date. During the Rapid Amortization Period, in
addition to Class B Monthly Interest, Class B Monthly
Principal will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar
month commencing in the month following the commencement of
the Rapid Amortization Period until the Class B Certificates
have been paid in full or, during the Controlled
Accumulation Period following the payment in full of the
Class A Investor Interest, on the November 2005 Distribution
Date, unless distributed earlier as a result of the
occurrence of a Pay Out Event.
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee, by manual
signature, this Class B Certificate shall not be entitled to
any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, MBNA America Bank, National
Association has caused this Series 1997-K Class B
Certificate to be duly executed under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: October 22, 1997
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-K Class B
Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: October 22, 1997
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-K
MONTHLY PERIOD ENDING _________ __, ____
Capitalized terms used in this notice have their respective
meanings set forth in the Pooling and Servicing Agreement.
References herein to certain sections and subsections are
references to the respective sections and subsections of the
Pooling and Servicing Agreement as supplemented by the
Series 1997-K Supplement. This notice is delivered pursuant
to Section 4.09.
A) MBNA is the Servicer under the Pooling and
Servicing Agreement.
B) The undersigned is a Servicing Officer.
C) The date of this notice is on or before the
related Transfer Date under the Pooling and
Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.09, the Servicer does hereby instruct
the Trustee (i) to make withdrawals from the Finance Charge
Account, the Principal Account, and the Principal Funding
Account on _________ __, ____, which date is a Transfer Date
under the Pooling and Servicing Agreement, in aggregate
amounts set forth below in respect of the following amounts
and (ii) to apply the proceeds of such withdrawals in
accordance with subsection 3(a) of the Series 1997-K
Supplement and Section 4.09 of the Pooling and Servicing
Agreement:
A.Pursuant to subsection 3(a) of the Series 1997-K
Supplement:-----
- ---1.-Servicer Interchange-$___________
B.Pursuant to subsection 4.09(a)(i):-----
- ---1.-Class A Monthly Interest at the Class A Certificate
Rate on the Class A Investor Interest-$___________
- ---2.-Class A Deficiency Amount-$___________
- ---3.-Class A Additional Interest-$___________
C.Pursuant to subsection 4.09(a)(ii):-----
- ---1.-Class A Servicing Fee-$___________
- ---2.-Accrued and unpaid Class A Servicing Fee-$___________
D.Pursuant to subsection 4.09(a)(iii):-----
- ---1.-Class A Investor Default Amount-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
- ---1.-Portion of Excess Spread from Class A Available Funds
to be allocated and distributed as provided in Section 4.11-
$___________
F.Pursuant to subsection 4.09(b)(i):-----
- ---1.-Class B Monthly Interest at the Class B Certificate
Rate on the Class B Investor Interest-$___________
- ---2.-Class B Deficiency Amount-$___________
- ---3.-Class B Additional Interest-$___________
G.Pursuant to subsection 4.09(b)(ii):-----
- ---1.-Class B Servicing Fee-$___________
- ---2.-Accrued and unpaid Class B Servicing Fee-$___________
H.Pursuant to subsection 4.09(b)(iii):-----
- ---1.-Portion of Excess Spread from Class B Available Funds
to be allocated and distributed as provided in Section 4.11-
$___________
I.Pursuant to subsection 4.09(c)(i):-----
- ---1.-Collateral Interest Servicing Fee, if applicable-
$___________
- ---2.-Accrued and unpaid Collateral Interest Servicing Fee,
if applicable-$___________
J.Pursuant to subsection 4.09(c)(ii):-----
- ---1.-Portion of Excess Spread from Collateral Available
Funds to be allocated and distributed as provided in Section
4.11-$___________
- ----Total-$
K.Pursuant to subsection 4.09(d)(i):-----
- ---1.-Collateral Monthly Principal, if any, applied in
accordance with the Loan Agreement-$___________
L.Pursuant to subsection 4.09(d)(ii):-----
- ---1.-Amount to be treated as Shared Principal Collections-
$___________
M.Pursuant to subsection 4.09(d)(iii):-----
- ---1.-Amount to be paid to the Holder of the Seller
Certificate-$___________
- ---2.-Unallocated Principal Collections-$___________
N.Pursuant to subsection 4.09(e)(i):-----
- ---1.-Class A Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(ii):-----
- ---1.-Class B Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iii)-----
- ---1.-Collateral Monthly Principal to be applied in
accordance with the Loan Agreement-$___________
Q.Pursuant to subsection 4.09(e)(iv):-----
- ---1.-Amount to be treated as Shared Principal Collections-
$___________
R.Pursuant to subsection 4.09(e)(v):-----
- ---1.-Amount to be paid to the Holder of the Seller
Certificate-$___________
- ---2.-Unallocated Principal Collections-$___________
- ----Total-$
S.Pursuant to subsection 4.09(f):-----
- ---1.-Amount to be withdrawn from the Principal Funding
Account and deposited into the Distribution Account-
$___________
II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct
the Trustee to pay in accordance with Section 5.01 from the
Distribution Account on _________ __, ____, which date is a
Distribution Date under the Pooling and Servicing Agreement,
amounts so deposited in the Distribution Account pursuant to
Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
- ---1.-Amount to be distributed to Class A Certificateholders-
$___________
- ---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
- ---1.-Amount to be distributed to the Class A
Certificateholders-$___________
C.Pursuant to subsection 4.09(h)(ii):-----
- ---1.-Amount to be distributed to the Class B
Certificateholders-$___________
- -----
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct
the Trustee to apply the Excess Spread with respect to the
related Monthly Period and to make the following
distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if
any, which will be used to fund the Class A Required Amount
and be applied in accordance with, and in the priority set
forth in, subsection 4.09(a)--$___________
B.
- ---The amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously
reimbursed (after giving effect to the allocation on such
Transfer Date of certain other amounts applied for that
purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal
Account on such Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if
any, which will be used to fund the Class B Required Amount
and be applied first in accordance with, and in the priority
set forth in, subsection 4.09(b) and then any amount
available to pay the Class B Investor Default Amount shall
be treated as a portion of Investor Principal Collections
and deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial
Class B Investor Interest for reasons other than the payment
of principal to the Class B Certificateholders (but not in
excess of the aggregate amount of such reductions which have
not been previously reimbursed) which will be treated as a
portion of Investor Principal Collections and deposited into
the Principal Account--$___________
E.---The amount equal to the Collateral Monthly Interest
plus the amount of any past due Collateral Monthly Interest
which will be paid to the Collateral Interest Holder for
application in accordance with the Loan Agreement--
$___________
F.---The amount equal to the aggregate amount of accrued but
unpaid Collateral Interest Servicing Fees which will be paid
to the Servicer if the Seller or The Bank of New York is the
Servicer,--$___________
G.---The amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period which will be treated as a
portion of Investor Principal Collections and deposited into
the Principal Account--$___________
H.---The amount equal to the aggregate amount by which the
Collateral Interest has been reduced below the Required
Collateral Interest for reasons other than the payment of
principal to the Collateral Interest Holder (but not in
excess of the aggregate amount of such reductions which have
not been previously reimbursed) which will be treated as a
portion of Investor Principal Collections and deposited into
the Principal Account--$___________
I.---On each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the
Reserve Account terminates as described in subsection
4.15(f), the amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve
Account Amount which shall be deposited into the Reserve
Account--$___________
J.---The balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (i)
above which shall be deposited into the Distribution Account
and applied in accordance with the provisions of the Loan
Agreement--$___________
- -----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct
the Trustee to withdraw from the Principal Account and apply
Reallocated Principal Collections pursuant to Section 4.12
with respect to the related Monthly Period in the following
amounts:-----
A.Reallocated Collateral Principal Receivables-----
$___________
B.Reallocated Class B Principal Receivables-----$___________
- -----
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be
made in accordance with this notice, the following amounts
will be accrued and unpaid with respect to all Monthly
Periods preceding the current calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
- -(1)-The aggregate amount of the Class A Deficiency Amount-
$___________
- -(2)-The aggregate amount of the Class B Deficiency Amount-
$___________
B. Subsections 4.09(a)(ii) and (b)(ii):---
- -The aggregate amount of all accrued and unpaid Investor
Monthly Servicing Fees--$___________
C. Section 4.10:---
- -The aggregate amount of all unreimbursed Investor Charge
Offs--$___________
IN WITNESS WHEREOF, the undersigned has duly
executed this certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1997-K CERTIFICATEHOLDERS' STATEMENT
Series 1997-K
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with
respect to the distribution date of ______ __, ____ and
with respect to the performance of the Trust during the
related Monthly Period.
Capitalized terms used in this Statement have their
respective meanings set forth in the Pooling and Servicing
Agreement.
A.-Information Regarding the Current Monthly Distribution
(Stated on the Basis of $1,000 Original Certificate
Principal Amount)---
- -1.-The amount of the current monthly distribution in
respect of Class A Monthly Principal--$__________
- -2.-The amount of the current monthly distribution in
respect of Class B Monthly Principal--$__________
- -3.-The amount of the current monthly distribution in
respect of Collateral Monthly Principal--$__________
- -4.-The amount of the current monthly distribution in
respect of Class A Monthly Interest --$__________
- -5.-The amount of the current monthly distribution in
respect of Class A Deficiency Amounts--$__________
- -6.-The amount of the current monthly distribution in
respect of Class A Additional Interest--$__________
- -7.-The amount of the current monthly distribution in
respect of Class B Monthly Interest--$__________
- -8.-The amount of the current monthly distribution in
respect of Class B Deficiency Amounts--$__________
- -9.-The amount of the current monthly distribution in
respect of Class B Additional Interest--$__________
- -10.-The amount of the current monthly distribution in
respect of Collateral Monthly Interest--$__________
- -11.-The amount of the current monthly distribution in
respect of any
accrued and unpaid Collateral
Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
- -1.-Collection of Principal Receivables--
- --(a)-The aggregate amount of Collections of Principal
Receivables processed during the related Monthly Period
which were allocated in respect of the Class A Certificates-
$__________
- --(b)-The aggregate amount of Collections of Principal
Receivables processed during the related Monthly Period
which were allocated in respect of the Class B Certificates-
$__________
- --(c)-The aggregate amount of Collections of Principal
Receivables processed during the related Monthly Period
which were allocated in respect of the Collateral Interest-
$__________
- -2.-Principal Receivables in the Trust--
- --(a)-The aggregate amount of Principal Receivables in the
Trust as of the end of the day on the last day of the
related Monthly Period-$__________
- --(b)-The amount of Principal Receivables in the Trust
represented by the Investor Interest of Series 1997-K as
of the end of the day on
the last day of the related Monthly Period -$__________
- --(c)-The amount of Principal Receivables in the Trust
represented by the Series 1997-K Adjusted Investor Interest
as of the end of the day on the last day of the related
Monthly Period-$__________
- --(d)-The amount of Principal Receivables in the Trust
represented by the Class A Investor Interest as of the end
of the day on the last day of the related Monthly Period-
$__________
- --(e)-The amount of Principal Receivables in the Trust
represented by the Class A Adjusted Investor Interest as of
the end of day on the last day of the related Monthly Period
- -$__________
- --(f)-The amount of Principal Receivables in the Trust
represented by the Class B Investor Interest as of the end
of the day on the last day of the related Monthly Period -
$__________
- --(g)-The amount of Principal Receivables in the Trust
represented by the Class B Adjusted Investor Interest as of
the end of the day on the last day of the related Monthly
Period-$__________
- --(h)-The amount of Principal Receivables in the Trust
represented by the Collateral Interest as of the end of the
day on the last day of the related Monthly Period-
$__________
- --(i)-The Floating Investor Percentage with respect to the
related Monthly Period -____%
- --(j)-The Class A Floating Allocation with respect to the
related Monthly Period-____%
- --(k)-The Class B Floating Allocation with respect to the
related Monthly Period-____%
- --(l)-The Collateral Floating Allocation with respect to the
related Monthly Period-____%
- --(m)-The Fixed Investor Percentage with respect to the
related Monthly Period-____%
- --(n)-The Class A Fixed Allocation with respect to the
related Monthly Period-____%
- --(o)-The Class B Fixed Allocation with respect to the
related Monthly Period -____%
- --(p)-The Collateral Fixed Allocation with respect to the
related Monthly Period-____%
- -3.-Delinquent Balances--
- --The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the day on
the last day of the related Monthly Period:--
--Aggregate
Account
Balance--Percentage
of Total
Receivables
- ----
- -(a)- 35 - 64 days:-$__________-____%
- -(b)- 65 - 94 days:-$__________-____%
- -(c)- 95 - 124 days:-$__________-____%
- -(d)-125 - 154 days:-$__________-____%
- -(e)-155 - or more days:-$__________-____%
- --Total: -$__________-____%
- -4.-Investor Default Amount--
- --(f)-The Aggregate Investor Default Amount for the related
Monthly Period-$__________
- --(g)-The Class A Investor Default Amount for the related
Monthly Period-$__________
- --(h)-The Class B Investor Default Amount for the related
Monthly Period-$__________
- --(i)-The Collateral Default
Amount for the related Monthly Period-$__________
- -5.-Investor Charge Offs--
- --(a)-The aggregate amount of Class A Investor Charge Offs
for the related Monthly Period-$__________
- --(b)-The aggregate amount of Class A Investor Charge Offs
set forth in 5(a) above per $1,000 of original certificate
principal amount-$__________
- --(c)-The aggregate amount of Class B Investor Charge Offs
for the related Monthly Period-$__________
- --(d)-The aggregate amount of Class B Investor Charge Offset
forth in 5(c) above per $1,000 of original certificate
principal amount-$__________
- --(e)-The aggregate amount of Collateral Charge Offs for the
related Monthly Period-$__________
- --(f)-The aggregate amount of Collateral Charge Offs set
forth in 5(e) above per $1,000 of original certificate
principal amount-$__________
- --(g)-The aggregate amount of Class A Investor Charge Offs
reimbursed on the Transfer Date immediately preceding this
Distribution Date-$__________
- --(h)-The aggregate amount of Class A Investor Charge Offs
set forth in 5(g) above per $1,000 original certificate
principal amount reimbursed on the Transfer Date immediately
preceding this Distribution Date-$__________
- --(i)-The aggregate amount of Class B Investor Charge Offs
reimbursed on the Transfer Date immediately preceding this
Distribution Date-$__________
- --(j)-The aggregate amount of Class B Investor Charge Offs
set forth in 5(i) above per $1,000 original certificate
principal amount reimbursed on the Transfer Date immediately
preceding this Distribution Date-$__________
- --(k)-The aggregate amount of Collateral Charge Offs
reimbursed on the Transfer Date immediately preceding this
Distribution Date-$__________
- --(l)-The aggregate amount of Collateral Charge Offs set
forth in 5(k) above per $1,000 original certificate
principal amount reimbursed on the Transfer Date immediately
preceding Distribution Date-$__________
- -6.-Investor Servicing Fee--
- --(a)-The amount of the Class A Servicing Fee payable by the
Trust to the Servicer for the related Monthly Period-
$__________
- --(b)-The amount of the Class B Servicing Fee payable by the
Trust to the Servicer for the related Monthly Period-
$__________
- --(c)-The amount of the Collateral Servicing Fee payable by
the Trust to the Servicer for the related Monthly Period-
$__________
- --(d)-the amount of Servicer Interchange payable by the
Trust to the Servicer for the related Monthly Period-
$__________
- -7.Reallocations---
- --(a)-The amount of Reallocated Collateral Principal
Collections with respect to this Distribution Date-
$__________
- --(b)-The amount of Reallocated Class B Principal
Collections with respect to this Distribution Date-
$__________
- --(c)-The Collateral Interest as of the close of business on
this Distribution Date-$__________
- --(d)-The Class B Investor Interest as of the close of
business on this Distribution Date-$__________
- --(e)-The Class B Adjusted Investor Interest as of the close
of business on this Distribution Date-$__________
- --(f)-The Class A Investor Interest as of the close of
business on this Distribution Date-$__________
- --(g)-The Class A Adjusted Investor Interest as of the close
of business on this Distribution Date-$__________
- -8.Collection of Finance Charge Receivables---
- --(a)-The aggregate amount of Collections of Finance Charge
Receivables and Annual Membership Fees processed during the
related Monthly Period which were allocated in respect of
the Class A Certificates-$__________
- --(b)-The aggregate amount of Collections of Finance Charge
Receivables and Annual Membership Fees processed during the
related Monthly Period which were allocated in respect of
the Class B Certificates-$_________
- --(c)-The aggregate amount of Collections of Finance Charge
Receivables and Annual Membership Fees processed during the
related Monthly Period which were allocated in respect of
the Collateral Interest-$__________
- -9.Principal Funding Account---
- --(a)-The principal amount on deposit in the Principal
Funding Account on the related Transfer Date-$__________
- --(b)-The Accumulation Shortfall with respect to the related
Monthly Period-$__________
- --(c)-The Principal Funding Investment Proceeds deposited in
the Finance Charge Account on the related Transfer Date to
be treated as Class A Available Funds-$__________
- --(d)-The Principal Funding Investment Proceeds deposited in
the Finance Charge Account on the related Transfer Date to
be treated as Class B Available Funds-$__________
- -10.Reserve Account---
- --(a)-The Reserve Draw Amount on the related Transfer Date-
$__________
- --(b)-The amount of the Reserve Draw Amount deposited in the
Finance Charge Account on the related Transfer Date to be
treated as Class A Available Funds-$__________
- --(c)-The amount of the Reserve Draw Amount deposited in the
Finance Charge Account on the related Transfer Date to be
treated as Class B Available Funds-$__________
- -11.-Available Funds--
- --(a)-The amount of Class A Available Funds on deposit in
the Finance Charge Account on the related Transfer Date-
$__________
- --(b)-The amount of Class B Available Funds on deposit in
the Finance Charge Account on the related Transfer Date-
$__________
- --(c)-The amount of Collateral Available Funds on deposit in
the Finance Charge Account on the related Transfer Date-
$__________
- -12.-Portfolio Yield--
- --(a)-The Portfolio Yield for the related Monthly Period-
____%
- --(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
C.Floating Rate Determinations----
- -1.-LIBOR for the Interest Period ending on this
Distribution Date--____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-K
1.--The aggregate amount of the Investor Percentage of
Collections of Principal Receivables--$__________
2.--The aggregate amount of the Investor Percentage of
Collections of Finance Charge Receivables (excluding
Interchange and amounts with respect to Annual Membership
Fees)--$__________
3.--The aggregate amount of the Investor Percentage of
amounts with respect to Annual Membership Fees --$__________
4.--The aggregate amount of the Investor Percentage of
Interchange--$__________
5.--The aggregate amount of Servicer Interchange--
$__________
6.--The aggregate amount of funds on deposit in Finance
Charge Account allocable to the Series 1997-K Certificates -
- -$__________
7.--The aggregate amount of funds on deposit in the
Principal Account allocable to the Series 1997-K
Certificates --$__________
8.--The aggregate amount of funds on deposit in the
Principal Funding Account allocable to the Series 1997-K
Certificates --$___________
9.--The aggregate amount to be withdrawn from the Finance
Charge Account and paid in accordance with the Loan
Agreement pursuant to Section 4.11 --$__________
10.--The excess, if any, of the Required Collateral Interest
over the Collateral Interest --$__________
11.--The Collateral Interest on the Transfer Date of the
current calendar month, after giving effect to the deposits
and withdrawals specified above, is equal to --$__________
12.--The amount of Monthly Interest, Deficiency Amounts and
Additional Interest payable to the
(i) Class A Certificateholders --$__________
- --(ii) Class B Certificateholders--$__________
- --(iii) Collateral Interest Holder --$__________
13.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
- --(ii) Class B Certificateholders--$___________
- --(iii) Collateral Interest Holder --$___________
14.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
- --(ii) Class B Certificateholders --$___________
- --(iii) Collateral Interest Holder --$___________
15.--To the knowledge of the undersigned, no Series 1997-K
Pay Out Event or Trust Pay Out Event has occurred except as
described below: --
- ---None-
IN WITNESS WHEREOF, the undersigned has duly
executed and delivered this Certificate this __th day of
__________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
SECTION 1. Designation 1
SECTION 2. Definitions 1
SECTION 3. Servicing Compensation and Assignment of
Interchange 16
SECTION 4. Reassignment and Transfer Terms 18
SECTION 5. Delivery and Payment for the Certificates 18
SECTION 6. Depository; Form of Delivery of Investor
Certificates 18
SECTION 7. Article IV of Agreement 18
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest
Holder 19
SECTION 4.05 Allocations 19
SECTION 4.06 Determination of Monthly Interest 22
SECTION 4.07 Determination of Monthly Principal 24
SECTION 4.08 Coverage of Required Amount 24
SECTION 4.09 Monthly Payments 25
SECTION 4.10 Investor Charge-Offs 29
SECTION 4.11 Excess Spread 30
SECTION 4.12 Reallocated Principal Collections 31
SECTION 4.13 Shared Principal Collections 32
SECTION 4.14 Principal Funding Account 32
SECTION 4.15 Reserve Account 34
SECTION 4.16 Determination of LIBOR 36
SECTION 4.17 Seller's or Servicer's Failure to
Make a Deposit or
Payment 36
SECTION 8. Article V of the Agreement 36
SECTION 5.01 Distributions 37
SECTION 5.02 Monthly Series 1997-K
Certificateholders' Statement 37
SECTION 9. Series 1997-K Pay Out Events 39
SECTION 10. Series 1997-K Termination 40
SECTION 11. Periodic Finance Charges and Other Fees 41
SECTION 12. Limitations on Addition of Accounts 41
SECTION 13. Counterparts 41
SECTION 14. Governing Law 41
SECTION 15. Additional Notices 41
SECTION 16. Additional Representations and Warranties
of the Servicer 41
SECTION 17. No Petition 42
SECTION 18. Certain Tax Related Amendments 42
SECTION 19. Tax Representation and Covenant 43
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions and
Notification to the Trustee
EXHIBIT C Form of Monthly Series 1997-K
Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificate
