SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact name of registrant as specified in its charter)
United States 51-
0331454
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(State of incorporation or organization) (IRS
Employer
Identification No.)
1100 North King Street
Wilmington, Delaware
19801
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(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-B
Class B Floating Rate Asset Backed Certificates, Series
1997-B
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
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The description of the Floating Rate Asset Backed
Certificates appearing under the captions entitled:
"Summary of Terms"; "The Receivables"; "Maturity
Assumptions"; "Receivable Yield Considerations"; and
"Description of the Certificates" in the Prospectus
Supplement dated February 20, 1997 and "Prospectus
Summary"; "Risk Factors"; "The Receivables"; "Maturity
Assumptions"; "Description of the Certificates"; "Certain
Legal Aspects of the Receivables"; "Certain Federal
Income Tax Consequences"; and "ERISA Considerations" in
the Prospectus, dated February 19, 1997 (the Prospectus
and the Prospectus Supplement are incorporated herein by
reference as Exhibit 5).
Item 2. Exhibits.
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Exhibit 1--Form of specimens of certificates representing
Class A Floating Rate Asset Backed Certificates,
Series 1997-B and Class B Floating Rate Asset
Backed Certificates, Series 1997-B.
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-B Supplement
Exhibit 5--Prospectus Supplement dated February 20, 1997
together with the Prospectus dated February 19,
1997, as filed with the Securities and Exchange
Commission on February 21, 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: February 27, By: /s/ Jerry M. Hamstead
1997
-----------------------
----
Jerry M. Hamstead
Vice President
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. 55262TCB7
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
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 (as defined below) 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
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. 2 $200,000,000
CUSIP No. 55262TCB7
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
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 (as defined below) 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
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. 3 $200,000,000
CUSIP No. 55262TCB7
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
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 (as defined below) 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
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. 4 $200,000,000
CUSIP No. 55262TCB7
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
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 (as defined below) 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
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. 5 $50,000,000
CUSIP No. 55262TCB7
MBNA MASTER CREDIT CARD TRUST II
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
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 (as defined below) 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-B Supplement dated as of February 27, 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-B 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-B Certificates with
the intention that the Series 1997-B 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-B Certificateholder (or Series
1997-B Certificate Owner) by acceptance of its Series 1997-B
Certificate (or in the case of a Series 1997-B Certificate
Owner, by virtue of such Series 1997-B 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-B 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-B Certificateholder agrees that it will cause any
Series 1997-B Certificate Owner acquiring an interest in a
Series 1997-B Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the
Series 1997-B 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 March 16, 1997, from March 17,
1997 through April 14, 1997 and from April 15, 1997 through
May 14, 1997 and with respect to each Interest Period
thereafter, at the rate of 0.16% per annum above LIBOR, as
more specifically set forth in the Pooling and Servicing
Agreement, and will be distributed on May 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 March 2012 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-B Class A
Certificate to be duly executed under its official seal.
Jerry M. Hamstead
By: /s/ Jerry M. Hamstead
Authorized Officer
[Seal]
Attested to:
John W. Scheflen
By: /s/ John W. Scheflen
Cashier
Date: February 27, 1997
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-B Class A
Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
Laura Bertolino
By: /s/ Laura Bertolino
Authorized Signatory
Date: February 27, 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 $75,000,000
CUSIP No. 55262TCC5
MBNA MASTER CREDIT CARD TRUST II
CLASS B FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 1997-B
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 (as defined below) 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-B
Supplement dated as of February 27, 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-B 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-B Certificates with
the intention that the Series 1997-B 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-B Certificateholder (or Series
1997-B Certificate Owner) by acceptance of its Series 1997-B
Certificate (or in the case of a Series 1997-B Certificate
Owner, by virtue of such Series 1997-B 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-B 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-B Certificateholder agrees that it will cause any
Series 1997-B Certificate Owner acquiring an interest in a
Series 1997-B Certificate through it to comply with the
Pooling and Servicing Agreement as to treatment of the
Series 1997-B 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 March 16, 1997, from March 17,
1997 through April 14, 1997 and from April 15, 1997 through
May 14, 1997 and with respect to each Interest Period
thereafter, at the rate of 0.35% per annum above LIBOR, as
more specifically set forth in the Pooling and Servicing
Agreement, and will be distributed on May 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
March 2012 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-B Class B
Certificate to be duly executed under its official seal.
Jerry M. Hamstead
By: /s/ Jerry M. Hamstead
Authorized Officer
[Seal]
Attested to:
John W. Scheflen
By: /s/ John W. Scheflen
Cashier
Date: February 27, 1997
Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1997-B Class B
Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK
Trustee
Laura Bertolino
By: /s/ Laura Bertolino
Authorized Signatory
Date: February 27, 1997
DC1-23192.5
EXECUTION COPY
____________________________________________________________
_____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1997-B Certificateholders
________________________________________
SERIES 1997-B SUPPLEMENT
Dated as of February 27, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
Series 1997-B
____________________________________________________________
_____
TABLE OF CONTENTS
Page
SECTION 1. Designation 1
SECTION 2. Definitions 2
SECTION 3. Servicing Compensation and Assignment of
Interchange 19
SECTION 4. Reassignment and Transfer Terms 21
SECTION 5. Delivery and Payment for the Investor
Certificates 21
SECTION 6. Depository; Form of Delivery of Investor
Certificates 22
SECTION 7. Article IV of Agreement 22
SECTION 4.04 Rights of Certificateholders and the
Class C Interest Holders 22
SECTION 4.05 Allocations 23
SECTION 4.06 Determination of Monthly
Interest 27
SECTION 4.07 Determination of Monthly
Principal 29
SECTION 4.08 Coverage of Required
Amount 30
SECTION 4.09 Monthly Payments 31
SECTION 4.10 Investor Charge-Offs
35
SECTION 4.11 Excess Spread 37
SECTION 4.12 Reallocated Principal
Collections 38
SECTION 4.13 Shared Principal
Collections 39
SECTION 4.14 Principal Funding Account
40
SECTION 4.15 Reserve Account 41
SECTION 4.16 Determination of LIBOR
43
SECTION 4.17 Seller's or Servicer's Failure to Make a
Deposit or Payment 44
SECTION 8. Article V of the Agreement 44
SECTION 5.01 Distributions 45
SECTION 5.02 Monthly Series 1997-B
Certificateholders' Statement 46
SECTION 9. Series 1997-B Pay Out Events 46
SECTION 10. Series 1997-B Termination 48
SECTION 11. Periodic Finance Charges and Other Fees 48
SECTION 12. Counterparts 48
SECTION 13. Governing Law 48
SECTION 14. Additional Notices 48
SECTION 15. Additional Representations and Warranties of
the Servicer 48
SECTION 16. No Petition 49
SECTION 17. Certain Tax Related Amendments 49
SECTION 18. Tax Representation and Covenant 49
SECTION 19. Seller's Direction to Trustee 50
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-B
Certificateholders'
Statement
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificates
SERIES 1997-B SUPPLEMENT, dated as of February 27,
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. In addition,
certain terms of the Class C Interests and certain related
matters shall be specified in the Class C Supplemental
Agreement, which is a supplement to this Series Supplement.
References to this Series Supplement shall, unless the
context otherwise requires, include the Class C Supplemental
Agreement.
(a) There is hereby created a Series of Investor
Certificates to be issued in three classes pursuant to the
Agreement and this Series Supplement and to be known
together as "Series 1997-B." The three classes shall be
designated the Class A Floating Rate Asset Backed
Certificates, Series 1997-B (the "Class A Certificates") and
the Class B Floating Rate Asset Backed Certificates, Series
1997-B (the "Class B Certificates," and together with the
Class A Certificates, the "Series 1997-B Certificates") and
the Class C Floating Rate Asset Backed Interests, Series
1997-B (the "Class C Interests"). The Class A Certificates
and the Class B Certificates shall be substantially in the
form of Exhibits A-1 and A-2 hereto, respectively. The
Class C Interests shall be issued in uncertificated form and
shall be deemed to be an "Investor Certificate" for all
purposes under the Agreement and this Series Supplement,
except as expressly provided herein.
(b) Series 1997-B shall be included in Group One
(as
defined below). Series 1997-B shall not be subordinated to
any other Series.
(c) The Class C Interest Holders, as holder of
an
"Investor Certificate" under the Agreement, shall be
entitled to the benefits of the Agreement and this Series
Supplement (including the Class C Supplemental 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 Class C Interests.
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-B) 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 modified at anytime if the Rating Agency Condition
with respect to such modification 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), 4.09(e)(ii) and 4.09(e)(iii) with respect to the
Class A Certificates, the Class B Certificates and the Class
C Interests, 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 Class C
Adjusted Investor 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 Class C
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-B 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
Class C 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.
"Book-Entry Register" shall mean the register
maintained pursuant to the Class C Supplemental Agreement
providing for the registration of the Class C Interests and
the transfers thereof.
"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 (up to 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 March 16, 1997, from March 17, 1997
through April 14, 1997 and from April 15, 1997 through May
14, 1997 and with respect to each Interest Period
thereafter, a per annum rate equal to 0.16% 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 $850,000,000.
"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
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 (the
amount of 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) with respect to
any Monthly Period during the Controlled Accumulation
Period, 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 March 16, 1997, from March 17, 1997
through April 14, 1997 and from April 15, 1997 through May
14, 1997 and with respect to each Interest Period
thereafter, a per annum rate equal to 0.35% per annum 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 $75,000,000.
"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
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 Class C Investor 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.
"Class C Additional Interest" shall have the
meaning specified in subsection 4.06(c).
"Class C Adjusted Investor Interest" shall
mean, with respect to any date of determination, an amount
equal to the Class C Investor Interest minus the excess, if
any, of the Principal Funding Account Balance over the sum
of the Class A Investor Interest and the Class B Investor
Interest on such date of determination (the amount of such
excess not to exceed the Class C Investor Interest).
"Class C Available Funds" shall mean, with
respect to any Monthly Period, an amount equal to the sum of
(a) the Class C 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 C Available Funds pursuant to subsection
4.14(b)(iii), 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 C Available Funds pursuant to subsection 4.15(d)(iii).
"Class C Deficiency Amount" shall have the
meaning specified in subsection 4.06(c).
"Class C 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 C 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 C 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 C 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 C Floating
Allocation shall mean the percentage equivalent of a
fraction, the numerator of which is the Class C Initial
Investor Interest and the denominator of which is the
Initial Investor Interest.
"Class C Initial Investor Interest" shall
mean the aggregate initial principal amount of the Class C
Interests, which is $75,000,000.
"Class C Interest Holder" shall mean the
Person in whose name a Class C Interest is registered in the
Book-Entry Register.
"Class C Interest Rate" shall have the
meaning specified in the Class C Supplemental Agreement.
"Class C Interests" 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 Class
C Interest Holders under this Series Supplement and the
Class C Supplemental Agreement, the portion of Collections
allocable thereto under the Agreement and this Series
Supplement, funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Series
Supplement, funds on deposit in the Reserve Account, the
Principal Funding Account or any other Series Account (and
any investment earnings thereon, net of investment expenses
and losses, if and to the extent specifically provided
herein) allocable thereto pursuant to the Agreement and this
Series Supplement and funds on deposit in the Spread Account
available pursuant to the Class C Supplemental Agreement.
"Class C 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
C Floating Allocation, and (b) with respect to Principal
Receivables during the Controlled Accumulation Period or
Rapid Amortization Period, the Class C Fixed Allocation.
"Class C Investor Charge-Offs" shall have the
meaning specified in subsection 4.10(c).
"Class C Investor 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 Class C Floating
Allocation applicable for the related Monthly Period.
"Class C Investor Interest" shall mean, on
any date of determination, an amount equal to (a) the Class
C Initial Investor Interest, minus (b) the aggregate amount
of principal payments made to the Class C Interest Holders
prior to such date, minus (c) the aggregate amount of Class
C Investor 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 Class C Investor
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 Class C Investor Interest may not be
reduced below zero.
"Class C Monthly Interest" shall mean the
monthly interest distributable in respect of the Class C
Investor Interest as calculated in accordance with
subsection 4.06(c).
"Class C Monthly Principal" shall mean the
monthly principal distributable in respect of the Class C
Investor Interest as calculated in accordance with
subsection 4.07(c).
"Class C Servicing Fee" shall have the
meaning specified in subsection 3(a) hereof.
"Class C Supplemental Agreement" shall mean
the Class C Supplemental Agreement by and among the Seller,
the Servicer and the Trustee, as amended and supplemented
from time to time.
"Closing Date" shall mean February 27, 1997.
"Code" shall mean the Internal Revenue Code
of 1986, as amended.
"Controlled Accumulation Amount" shall mean
for any Transfer Date with respect to the Controlled
Accumulation Period, $83,333,333.34; 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 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 February
28, 2011 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-B 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 deposited into the Principal Funding Account pursuant
to subsection 4.09(e)(i) prior to 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 deposited into the
Principal Funding Account pursuant to subsection 4.09(e)(ii)
prior to such Transfer Date, plus (c) 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 C Interest Rate in effect with
respect to such Interest Period times (iii) the aggregate
amount deposited into the Principal Funding Account pursuant
to subsection 4.09(e)(iii) prior to such Transfer Date.
"Credit Enhancement" shall mean (a) with
respect to the Class A Certificates, the subordination of
the Class B Certificates and the Class C Interests, and (b)
with respect to the Class B Certificates, the subordination
of the Class C Interests.
"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 May 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, with respect to each Transfer Date
relating 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, 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 with respect to the third 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 second 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-B 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-B) 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) and (e) such other amounts as may be specified in
the related Supplements for all Series in Group One.
"Initial Investor Interest" shall mean
$1,000,000,000.
"Interest Period" shall mean, with respect to
any Distribution Date, 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.
"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 Class C Interests,
the Person in whose name a Class C Interest is registered in
the Book-Entry Register.
"Investor Certificates" shall mean the Class
A Certificates, the Class B Certificates and the Class C
Interests.
"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 Class C Investor 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
February 25, 1997 for the period from the Closing Date
through March 16, 1997, March 13, 1997 for the period from
March 17, 1997 through April 14, 1997, April 11, 1997 for
the period from April 15, 1997 through May 14, 1997, and the
second London Business Day prior to the commencement of the
second and each subsequent Interest Period.
"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 Class C Monthly Interest, the Class C Additional
Interest, if any, and the unpaid Class C Deficiency Amount,
if any, 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
April 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-B 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, with respect to each Transfer Date relating to
the Controlled Accumulation 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-B 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 Class C 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 Class C 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 C
Investor Interest after giving effect to any Class C
Investor Charge-Offs for such Transfer Date.
"Reallocated Principal Collections" shall
mean the sum of (a) Reallocated Class B Principal
Collections and (b) Reallocated Class C 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 modified at any time if the
Rating Agency Condition with respect to such modification is
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 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-B.
"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 March
2012 Distribution Date.
"Series 1997-B" shall mean the Series of the
MBNA Master Credit Card Trust II represented by the Investor
Certificates.
"Series 1997-B Certificateholders" shall mean
the holder of record of a Series 1997-B Certificate.
"Series 1997-B Certificates" shall mean the
Class A Certificates and the Class B Certificates.
"Series 1997-B Holders" shall mean the Series
1997-B Certificateholders and the Class C Interest Holders.
"Series 1997-B Pay Out Event" shall have the
meaning specified in Section 9 hereof.
"Series 1997-B Termination Date" shall mean
the earliest to occur of (a) the Distribution Date on which
the Investor Interest is paid in full, (b) the August 2014
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 Controlled Deposit
Amount for such Transfer Date, and (ii) with respect to any
Transfer Date during 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
$1,333,333.33.
"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).
1. The share of the Servicing Fee allocable to
Series 1997-B 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 $3,555,555.56. 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 $1,333,333.33. 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 $1,888,888.89. 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 $166,666.67. The
share of the Investor Servicing Fee allocable to the Class C
Investor Interest with respect to any Transfer Date (the
"Class C 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 Class C 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 C
Servicing Fee shall be equal to $166,666.67. 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 Class C 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).
2. 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-B, 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
Investor Certificates. The Seller shall execute and deliver
the Series 1997-B 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.
(b) The Depository for Series 1997-B 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.
(c) The Class C Interests shall be delivered
in uncertificated form as provided in Section 1 herein, in
Section 6.01 of the Agreement and in the Class C
Supplemental Agreement.
(d) The Class C Interests are issuable in
minimum denominations of $250,000 and integral multiples of
$1,000 in excess thereof.
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 Class C Interest Holders. 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 Class C Interests 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 Class C 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).
(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 Class C 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).
(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
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
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
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
to the
Class C Investor 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 Class C Interest
Rate in effect with respect to the related Interest Period,
times (ii) the outstanding principal balance of the Class C
Interests determined as of the Record Date preceding the
related Transfer Date (the "Class C Monthly Interest");
provided, however, that in addition to the Class C Monthly
Interest an amount equal to the amount of any unpaid Class C
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 C Interest Rate in effect with respect to the
related Interest Period, plus 2% per annum, and (B) any
Class C Deficiency Amount from the prior Transfer Date, as
defined below (or the portion thereof which has not
theretofore been paid to Class C Interest Holders) (the
"Class C Additional Interest") shall also be distributable
to the Class C Interests, and on such Transfer Date the
Trustee shall deposit such funds, to the extent available,
into the Distribution Account; provided further, that the
"Class C 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(c) as of the prior Interest
Period over the amount actually allocated and available for
payment of such amount (after giving effect to the
application of Excess Spread and the proceeds of any draw
made on the Spread Account as provided in subsection 4.11(e)
and the Class C Supplemental Agreement for the purpose of
paying such amount with respect to such Distribution Date).
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
distributable from the
Principal Account with respect to the Class C Interests on
each Transfer Date (the "Class C Monthly Principal"), for
the Controlled Accumulation Period, beginning with the
Transfer Date on which an amount equal to the sum of (i) the
Class A Investor Interest and (ii) the Class B 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 B 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 and Class B 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 and the Class B Monthly Principal
with respect to such Transfer Date) and (iii) the Class C
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.
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 Class C Investor
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 Class C Investor 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 Class C 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 Class C Servicing Fee for
such Transfer Date plus the amount of any Class C 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 lesser of (A) the
product of
(1) a fraction, the numerator of which is equal to the
Available Investor Principal Collections for such Transfer
Date 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-B; and
(ii) 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 subsection
4.09(d)(i) 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)(ii) 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)(ii) 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) after giving effect to the distribution
referred
to in clauses (i) and (ii) above, an amount equal to Class C
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;
(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, 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-B; 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(a) 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, (b) 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 and (c) to the Class C Interest Holders from the
Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.11(e) 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;
(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; and
(iii) after giving effect to the
distributions referred
to in clauses (i) and (ii) above, an amount equal to the
lesser of such amount on deposit in the Distribution Account
and the Class C Investor Interest shall be paid to the Class
C Interest Holders.
(i) The Controlled Accumulation Period is
scheduled to
commence at the close of business on February 28, 2011;
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 February 2011 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.
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 Class C Investor Interest (after giving
effect to reductions for any Class C Investor 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 Class C Investor Interest (after giving
effect to reductions for any Class C Investor Charge-Offs
and any Reallocated Principal Collections on such Transfer
Date) for such Transfer Date. In the event that such
reduction would cause the Class C Investor Interest to be a
negative number, the Class C Investor 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 Class C Investor 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 Class C Principal Collections which are
allocated and available to fund such amount pursuant to
subsection 4.11(c) and Section 4.12, the Class C Investor
Interest (after giving effect to reductions for any Class C
Investor 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 Class C Investor Interest (after giving effect to
reductions for any Class C Investor 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 Class C Investor
Interest to be a negative number, the Class C Investor
Interest shall be reduced to zero and the Class B Investor
Interest shall be reduced by the amount by which the Class C
Investor 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 Class C Investor 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 Class C Investor Default Amount. If on any
Transfer Date, the Class C Investor 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 Class C Investor
Interest will be reduced by the amount of such excess but
not by more than the lesser of the Class C Investor Default
Amount and the Class C Investor Interest for such Transfer
Date (a "Class C Investor Charge-Off"). The Class C
Investor 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 Class C Investor
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 Class C Investor 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 Class C Monthly Interest
for such
Transfer Date, plus the amount of any Class C Deficiency
Amount for such Transfer Date, plus the amount of any Class
C Additional Interest for such Transfer Date, shall be
deposited by the Servicer or the Trustee into the
Distribution Account; provided, however, that in the event
that Class C Monthly Interest exceeds the amount of Excess
Spread available (after giving effect to subsections 4.11(a)
through (d) above) to fund such Class C Monthly Interest a
draw will be made from amounts available for distribution in
the Spread Account (at the times and in the amounts
specified in the Class C Supplemental Agreement) for deposit
into the Distribution Account for application as Class C
Monthly Interest in accordance with this subsection 4.11(e).
(f) if the Seller or The Bank of New York is the
Servicer,
an amount equal to the aggregate amount of accrued but
unpaid Class C Servicing Fees will be paid to the Servicer;
(g) an amount equal to the Class C Investor
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
Class C Investor Interest has been reduced for reasons other
than the deposit into the Distribution Account for payment
of principal to the Class C Investor Interest Holders (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;
(j) an amount equal to the amounts required to
be
deposited in the Spread Account pursuant to the Class C
Supplemental Agreement shall (after giving effect to the
payments made pursuant to subparagraphs (a) through (i)
above) be deposited into the Spread Account as provided in
the Class C Supplemental Agreement; and
(k) the balance, if any, after giving effect to
the
payments made pursuant to subparagraphs (a) through (j)
above, shall be paid to the Holder of the Seller
Certificate.
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 Class C 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
Class C 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 Class C Investor
Interest
shall be reduced by the amount of Reallocated Class C
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 Class C Investor
Interest (after giving effect to any Class C Investor Charge-
Offs for such Transfer Date) to be a negative number, the
Class C Investor Interest (after giving effect to any Class
C Investor 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 Class C Investor 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-B 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-B with respect to any Transfer Date shall mean an
amount equal to the Series Principal Shortfall, if any, with
respect to Series 1997-B 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-B 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-B 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 termination of the Principal Funding Account make a
deposit into the Principal Funding Account in the amount
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 the Transfer Date occurring in the month
following the commencement of the Controlled Accumulation
Period and on each Transfer Date thereafter with respect to
the Controlled Accumulation 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 equal 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);
(ii) an amount equal 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); and
(iii) the balance, if any, shall be treated
as Class C Available Funds to be applied pursuant to
subsection 4.09(c).
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 equal 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);
(ii) an amount equal 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); and
(iii) the balance, if any, shall be treated
as Class C Available Funds to be applied pursuant to
subsection 4.09(c).
(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 treat as Excess
Spread to be applied in accordance with the priority set in
4.11(j) and (k), an amount equal to such Reserve Account
Surplus.
(f) Upon the earliest to occur of (i) the
termination of
the Trust pursuant to Article XII of the Agreement, (ii) if
the Controlled Accumulation Period has not commenced, the
first 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-B Certificateholders that are payable from
the Reserve Account as provided herein, shall withdraw from
the Reserve Account and treat as Excess Spread to be applied
in accordance with the priority set in 4.11(j) and (k), 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 period equal to
the relevant Interest Period (commencing on the first day of
such Interest 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 period
equal to the relevant Interest Period (commencing on the
first day of such Interest 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-B 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
(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.
(c) 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 C
Interest Holder 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 Class C
Interest Holder's pro rata share (based on the aggregate
Undivided Interests represented by Class C Interests held by
such Class C Interest Holder) of amounts on deposit in the
Distribution Account (including amounts deposited in the
Distribution Account with respect to amounts withdrawn from
the Spread Account (at the times and in the amounts
specified in the Class C Supplemental Agreement)) as are
payable to the Class C Interest Holders pursuant to Sections
4.09 and 4.11 by wire transfer of immediately available
funds in accordance with wire instructions provided in
writing to the Paying Agent by the holder of record of such
Class C Interests.
SECTION 5.02 Monthly Series 1997-B
Certificateholders' Statement.
(a) On or before each Distribution Date, the
Trustee shall
forward to each Series 1997-B Certificateholder, each Rating
Agency and the Class C Interest Holders a statement
substantially in the form of Exhibit C to this Series
Supplement prepared by the Servicer, delivered to the
Trustee.
(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-B Holders, a statement prepared by the
Servicer containing the information required to be contained
in the regular monthly report to Series 1997-B Holders, 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-B
Holders, 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-B Holders, 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-B 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-B Holders, (which determination
shall be made without reference to whether any funds are
available under any Credit Enhancement) and which continues
unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be
remedied, shall have been given to the 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-B, and continues to affect materially and
adversely the interests of the Series 1997-B Holders (which
determination shall be made without reference to whether any
funds are available under any Credit Enhancement) 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-B, and (ii) as a result of
which the interests of the Series 1997-B Holders are
materially and adversely affected (which determination shall
be made without reference to whether any funds are available
under any Credit Enhancement) and continue to be materially
and adversely affected for such period; provided, however,
that a Series 1997-B 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-B
Certificateholders; or
(f) the 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-B Certificates and the Class C
Interest Holders evidencing Undivided Interests aggregating
not less than 50% of the Investor Interest of this Series
1997-B 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-B 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-B 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-B Termination. The
right of the Investor Certificateholders to receive payments
from the Trust will terminate on the first Business Day
following the Series 1997-B 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. 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 13. 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 14. Additional Notices. 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.
SECTION 15. 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 16. No Petition. The Seller, the
Servicer and the Trustee, by entering into this Series
Supplement and each Investor Certificateholder, by accepting
a Series 1997-B Certificate or Class C Interest, 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 17. 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 18. 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-B
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).
SECTION 19. Seller's Direction to Trustee.
The Seller hereby directs the Trustee to enter into the
Class C Supplemental Agreement pursuant to this Series
Supplement and the Agreement. The Trustee hereby agrees and
covenants to perform its obligations in accordance with any
such document.
IN WITNESS WHEREOF, the Seller, the Servicer
and the Trustee have caused this Series 1997-B 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: Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Laura
Bertolino
Name: Laura Bertolino
Title: Assistant
Treasurer
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-B
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 (as defined below) 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-B
Supplement dated as of February 27, 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-B 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-B Certificates with the intention that the
Series 1997-B 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-B
Certificateholder (or Series 1997-B Certificate Owner) by
acceptance of its Series 1997-B Certificate (or in the case
of a Series 1997-B Certificate Owner, by virtue of such
Series 1997-B 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-B
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-B Certificate
holder agrees that it will cause any Series 1997-B
Certificate Owner acquiring an interest in a Series 1997-B
Certificate through it to comply with the Pooling and
Servicing Agreement as to treatment of the Series 1997-B
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
March 16, 1997, from March 17, 1997 through April 14, 1997
and from April 15, 1997 through May 14, 1997 and with
respect to each Interest Period thereafter, at the rate of
0.16% per annum above LIBOR, as more specifically set forth
in the Pooling and Servicing Agreement, and will be
distributed on May 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 March 2012 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-B Class A Certificate to be duly executed under
its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: February 27, 1997
Form of Trustee's
Certificate of Authentication
CERTIFICATE OF
AUTHENTICATION
This is one of the
Series 1997-B Class A Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
Date: February 27, 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-B
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 (as defined below) 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-B
Supplement dated as of February 27, 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-B 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-B Certificates with the intention that the
Series 1997-B 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-B
Certificateholder (or Series 1997-B Certificate Owner) by
acceptance of its Series 1997-B Certificate (or in the case
of a Series 1997-B Certificate Owner, by virtue of such
Series 1997-B 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-B
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-B Certificate
holder agrees that it will cause any Series 1997-B
Certificate Owner acquiring an interest in a Series 1997-B
Certificate through it to comply with the Pooling and
Servicing Agreement as to treatment of the Series 1997-B
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
March 16, 1997, from March 17, 1997 through April 14, 1997
and from April 15, 1997 through May 14, 1997 and with
respect to each Interest Period thereafter, at the rate of
0.35% per annum above LIBOR, as more specifically set forth
in the Pooling and Servicing Agreement, and will be
distributed on May 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 March 2012 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-B Class B Certificate to be duly executed under
its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: February 27, 1997
Form of Trustee's
Certificate of Authentication
CERTIFICATE OF
AUTHENTICATION
This is one of the
Series 1997-B Class B Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: February 27, 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-B
MONTHLY PERIOD ENDING
_________ __, ____
Capitalized terms used in this notice have their respective
mean
ings 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-B 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-B Supplement and Section 4.09 of the Pooling and
Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1997-B
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-
$___________
I.Pursuant to subsection 4.09(c)(i):-----
- ---1.-Class C Servicing Fee,
if applicable-$___________
- ---2.-Accrued and unpaid Class C Servicing Fee, if
applicable-$___________
J.Pursuant to subsection 4.09(c)(ii):-----
- ---1.-Portion of Excess Spread from Class C Available Funds
to be allocated and distributed as provided in Section 4.11-
$___________
- ----Total-$
K.Pursuant to subsection 4.09(d)(i):-----
- ---1.-Amount to be treated as Shared Principal Collections-
$___________
L.Pursuant to subsection 4.09(d)(ii):-----
- ---1.-Amount to be paid to the Holder of the Seller
Certificate-$___________
- ---2.-Unallocated Principal Collections-$___________
M.Pursuant to subsection 4.09(e)(i):-----
- ---1.-Class A Monthly Principal-$___________
N.Pursuant to subsection 4.09(e)(ii):-----
- ---1.-Class B Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(iii)-----
- ---1.-Class C Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iv):-----
- ---1.-Amount to be treated as Shared Principal Collections-
$___________
Q.Pursuant to subsection 4.09(e)(v):-----
- ---1.-Amount to be paid to the Holder of the Seller
Certificate-$___________
- ---2.-Unallocated Principal Collections-$___________
- ----Total-$
R.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-
$___________
- ---3.-Amount to be distributed to Class C Interest Holders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
- ---1.-Amount to be distributed to the Class A
Certificateholders-$___________
C.Pursuant to subsection 4.09(h)(ii):-----
- ---1.-Amount to be distributed to the Class B
Certificateholders-$___________
D.Pursuant to subsection 4.09(h)(iii):-----
- ---1.-Amount to be distributed to the Class C Interest
Holders-$___________
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 Class C Monthly Interest plus
the Class C Deficiency Amount plus any Class C Additional
Interest plus the amount of any withdrawals from the Spread
Account for treatment as Class C Monthly Interest which will
be deposited into the Distribution Account--$___________
F.---The amount equal to the aggregate amount of accrued but
unpaid Class C Servicing Fees which will be paid to the
Servicer if the Seller or The Bank of New York is the
Servicer,--$___________
G.---The amount equal to the Class C Investor 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--$___________
H.---On each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the
Reserve Account terminates as described in subsection
4.15(f), the amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve
Account Amount which shall be deposited into the Reserve
Account--$___________
I.---The balance, if any, after giving effect to the
payments made pursuant to subparagraphs (A) through (H)
above which shall be deposited into the Spread Account as
described in subsection 4.11(j), or paid to the Holder of
the Seller Certificate as described in subsection 4.11(k),
in accordance with the provisions of the Class C
Supplemental Agreement--$___________
- -----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct
the Trustee to withdraw from the Principal Account and apply
Reallocated Principal Collections pursuant to Section 4.12
with respect to the related Monthly Period in the following
amounts:-----
A.Reallocated Class C Principal Receivables-----$___________
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. Subsection 4.11(e):---
- -(1)-The aggregate amount of the Class C Deficiency Amount-
$___________
C. Subsections 4.09(a)(ii) and (b)(ii):---
- -The aggregate amount of all accrued and unpaid Investor
Monthly Servicing Fees--$___________
D. 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-B CERTIFICATEHOLDERS'
STATEMENT
Series 1997-B
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--$__________
- -3.-The amount of the current monthly distribution in
respect of Class C Monthly Principal--$__________
- -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 Class C Monthly Interest--$__________
- -11.-The amount of the current monthly distribution in
respect of Class C
Deficiency Amounts--$__________
- -12.-The amount of the current monthly distribution in
respect of Class C
Additional 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 Class C Interests-
$__________
- -2.-Principal Receivables in the Trust--
- --(a)-The aggregate amount of Principal Receivables in the
Trust as of the end of the day on the last day of the
related Monthly Period-$__________
- --(b)-The amount of Principal Receivables in the Trust
represented by the Investor Interest of Series 1997-B as
of the end of the day on
the last day of the related Monthly Period -$__________
- --(c)-The amount of Principal Receivables in the Trust
represented by the Series 1997-B Adjusted Investor Interest
as of the end of the day on the last day of the related
Monthly Period-$__________
- --(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 day on the last day of the related Monthly Period-
$__________
- --(h)-The amount of Principal Receivables in the Trust
represented by the Class C Investor Interest as of the end
of the day on the last day of the related Monthly Period-
$__________
- --(i)-The amount of Principal Receivables in the Trust
represented by the Class C Adjusted Investor Interest as of
the end of the day on the last day of the related Monthly
Period-$___________
- --(j)-The Floating Investor Percentage with respect to the
related Monthly Period -____%
- --(k)-The Class A Floating Allocation with respect to the
related Monthly Period-____%
- --(l)-The Class B Floating Allocation with respect to the
related Monthly Period-____%
- --(m)-The Class C Floating Allocation with respect to the
related Monthly Period-____%
- --(n)-The Fixed Investor Percentage with respect to the
related Monthly Period-____%
- --(o)-The Class A Fixed Allocation with respect to the
related Monthly Period-____%
- --(p)-The Class B Fixed Allocation with respect to the
related Monthly Period -____%
- --(q)-The Class C 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-$__________
- --(i)-The Class C Investor Default
Amount for the related Monthly Period-$__________
- -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 Class C Investor Charge Offs
for the related Monthly Period-$__________
- --(f)-The aggregate amount of Class C Investor 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 Class C Investor Charge Offs
reimbursed on the Transfer Date immediately preceding this
Distribution Date-$__________
- --(l)-The aggregate amount of Class C Investor 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 Class C 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 Class C Principal
Collections with respect to this Distribution Date-
$__________
- --(b)-The amount of Reallocated Class B Principal
Collections with respect to this Distribution Date-
$__________
- --(c)-The Class C Investor Interest as of the close of
business on this Distribution Date-$__________
- --(d)-The Class C Adjusted Investor Interest as of the close
of business on this Distribution Date-$__________
- --(e)-The Class B Investor Interest as of the close of
business on this Distribution Date-$__________
- --(f)-The Class B Adjusted Investor Interest as of the close
of business on this Distribution Date-$__________
- --(g)-The Class A Investor Interest as of the close of
business on this Distribution Date-$__________
- --(h)-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-$_________
- --(c)-The aggregate amount of Collections of Finance Charge
Receivables and Annual Membership Fees processed during the
related Monthly Period which were allocated in respect of
the Class C Interests-$__________
- -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-$__________
- --(d)-The Principal Funding Investment Proceeds deposited in
the Finance Charge Account on the related Transfer Date to
be treated as Class B Available Funds-$__________
- --(e)-The Principal Funding Investment Proceeds deposited in
the Finance Charge Account on the related Transfer Date to
be treated as Class C Available Funds-$__________
- -10.-Reserve Account--
- --(a)The Reserve Draw Amount on the related Trasnfer 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--$__________
- --(d)The amount of Reserve Draw Amount deposited in the
Finance Charge Account on the related Transfer Date to be
treated as Class C Available Funds--$__________
- -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 Class C Available Funds on deposit in
the Finance Charge Account on the related Transfer Date-
$__________
- -12.-Portfolio Yield--
- --(a)-The Portfolio Yield for the related Monthly Period-
____%
- --(b)-The Portfolio Adjusted
Yield for the related
Monthly Period-____%
C.Floating Rate Determinations----
- -1.-LIBOR for the Interest Period ending on this
Distribution Date--____%
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
SCHEDULE TO EXHIBIT C
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _________ __, ____
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-B
1.--The aggregate amount of the Investor Percentage of
Collections of Principal Receivables--$__________
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--
$__________
6.--The aggregate amount of funds on deposit in Finance
Charge Account allocable to the Series 1997-B Certificates -
- -$__________
7.--The aggregate amount of funds on deposit in the
Principal Account allocable to the Series 1997-B
Certificates --$__________
8.--The aggregate amount of funds on deposit in the
Principal Funding Account allocable to the Series 1997-B
Certificates --$___________
9.--The amount of Monthly Interest, Deficiency Amounts and
Additional Interest payable to the
(i) Class A Certificateholders --$__________
- --(ii) Class B Certificateholders--$__________
- --(iii) Class C Interest Holders --$__________
10.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
- --(ii) Class B Certificateholders--$___________
- --(iii) Class C Interest Holders --$___________
11.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
- --(ii) Class B Certificateholders --$___________
- --(iii) Class C Interest Holders --$___________
12.--To the knowledge of the undersigned, no Series 1997-B
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:
