=============================================================================
=
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20529
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report: September 14, 1998
MBNA AMERICA BANK, NATIONAL ASSOCIATION
ON BEHALF OF THE
MBNA MASTER CREDIT CARD TRUST II
(Exact name of registrant as specified in its charter)
United States 333-62025 51-0331454
- ----------------- ----------------------------- --------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Wilmington, DE 19884-0781
- -----------------------------------------------------------------------------
- -
(Address of principal executive office)
Registrant's telephone number, including area code (800) 362-6255.
---------------
<PAGE>
Item 5. OTHER EVENTS
MBNA Master Credit Card Trust II Series 1998-D Classes A and B
Certificates were issued July 30, 1998. The net proceeds from the sale
of Series 1998-D will be used by the Seller for its general corporate
purposes.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
The following is filed as an Exhibit to this Report under Exhibit 4:
4.1 Series 1998-D Supplement to the Pooling and Servicing Agreement,
dated as of July 30, 1998, among MBNA America Bank, National Association,
Seller and Servicer, and The Bank of New York, Trustee.
The following is filed as an Exhibit to this Report under Exhibit 10:
10.1 Interest Rate Swap Agreement, dated July 30, 1998 between
Credit Suisse Financial Products and MBNA Master Credit Card Trust II.
The following are filed as Exhibits to this Report under Exhibit 20:
20.1 Series 1994-A Certificateholders' Statement for the month ended
August 31, 1998.
20.2 Series 1994-B Certificateholders' Statement for the month ended
August 31, 1998.
20.3 Series 1994-C Certificateholders' Statement for the month ended
August 31, 1998.
20.4 Series 1995-A Certificateholders' Statement for the month ended
August 31, 1998.
20.5 Series 1995-B Certificateholders' Statement for the month ended
August 31, 1998.
20.6 Series 1995-C Certificateholders' Statement for the month ended
August 31, 1998.
20.7 Series 1995-D Certificateholders' Statement for the month ended
August 31, 1998.
20.8 Series 1995-E Certificateholders' Statement for the month ended
August 31, 1998.
20.9 Series 1995-F Certificateholders' Statement for the month ended
August 31, 1998.
20.10 Series 1995-I Certificateholders' Statement for the month ended
August 31, 1998.
20.11 Series 1995-J Certificateholders' Statement for the month ended
August 31, 1998.
20.12 Series 1996-A Certificateholders' Statement for the month ended
August 31, 1998.
20.13 Series 1996-B Certificateholders' Statement for the month ended
August 31, 1998.
20.14 Series 1996-C Certificateholders' Statement for the month ended
August 31, 1998.
20.15 Series 1996-D Certificateholders' Statement for the month ended
August 31, 1998.
20.16 Series 1996-E Certificateholders' Statement for the month ended
August 31, 1998.
20.17 Series 1996-G Certificateholders' Statement for the month ended
August 31, 1998.
20.18 Series 1996-H Certificateholders' Statement for the month ended
August 31, 1998.
20.19 Series 1996-J Certificateholders' Statement for the month ended
August 31, 1998.
20.20 Series 1996-K Certificateholders' Statement for the month ended
August 31, 1998.
20.21 Series 1996-L Certificateholders' Statement for the month ended
August 31, 1998.
20.22 Series 1996-M Certificateholders' Statement for the month ended
August 31, 1998.
20.23 Series 1997-B Certificateholders' Statement for the month ended
August 31, 1998.
20.24 Series 1997-C Certificateholders' Statement for the month ended
August 31, 1998.
20.25 Series 1997-E Certificateholders' Statement for the month ended
August 31, 1998.
20.26 Series 1997-F Certificateholders' Statement for the month ended
August 31, 1998.
20.27 Series 1997-I Certificateholders' Statement for the month ended
August 31, 1998.
20.28 Series 1997-J Certificateholders' Statement for the month ended
August 31, 1998.
20.29 Series 1997-K Certificateholders' Statement for the month ended
August 31, 1998.
20.30 Series 1997-M Certificateholders' Statement for the month ended
August 31, 1998.
20.31 Series 1997-N Certificateholders' Statement for the month ended
August 31, 1998.
20.32 Series 1998-A Certificateholders' Statement for the month ended
August 31, 1998.
20.33 Series 1998-C Certificateholders' Statement for the month ended
August 31, 1998.
20.34 Series 1998-D Certificateholders' Statement for the month ended
August 31, 1998.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
The following are filed as Exhibits to this Report under Exhibit 99:
99.1. Series 1994-A Key Performance Factors for the month ended August
31, 1998.
99.2. Series 1994-B Key Performance Factors for the month ended August
31, 1998.
99.3. Series 1994-C Key Performance Factors for the month ended August
31, 1998.
99.4. Series 1995-A Key Performance Factors for the month ended August
31, 1998.
99.5. Series 1995-B Key Performance Factors for the month ended August
31, 1998.
99.6. Series 1995-C Key Performance Factors for the month ended August
31, 1998.
99.7. Series 1995-D Key Performance Factors for the month ended August
31, 1998.
99.8. Series 1995-E Key Performance Factors for the month ended August
31, 1998.
99.9. Series 1995-F Key Performance Factors for the month ended August
31, 1998.
99.10. Series 1995-I Key Performance Factors for the month ended August
31, 1998.
99.11. Series 1995-J Key Performance Factors for the month ended August
31, 1998.
99.12. Series 1996-A Key Performance Factors for the month ended August
31, 1998.
99.13. Series 1996-B Key Performance Factors for the month ended August
31, 1998.
99.14. Series 1996-C Key Performance Factors for the month ended August
31, 1998.
99.15. Series 1996-D Key Performance Factors for the month ended August
31, 1998.
99.16. Series 1996-E Key Performance Factors for the month ended August
31, 1998.
99.17. Series 1996-G Key Performance Factors for the month ended August
31, 1998.
99.18. Series 1996-H Key Performance Factors for the month ended August
31, 1998.
99.19. Series 1996-J Key Performance Factors for the month ended August
31, 1998.
99.20. Series 1996-K Key Performance Factors for the month ended August
31, 1998.
99.21. Series 1996-L Key Performance Factors for the month ended August
31, 1998.
99.22. Series 1996-M Key Performance Factors for the month ended August
31, 1998.
99.23. Series 1997-B Key Performance Factors for the month ended August
31, 1998.
99.24. Series 1997-C Key Performance Factors for the month ended August
31, 1998.
99.25. Series 1997-E Key Performance Factors for the month ended August
31, 1998.
99.26. Series 1997-F Key Performance Factors for the month ended August
31, 1998.
99.27. Series 1997-I Key Performance Factors for the month ended August
31, 1998.
99.28. Series 1997-J Key Performance Factors for the month ended August
31, 1998.
99.29. Series 1997-K Key Performance Factors for the month ended
August 31, 1998.
99.30. Series 1997-M Key Performance Factors for the month ended
August 31, 1998.
99.31. Series 1997-N Key Performance Factors for the month ended
August 31, 1998.
99.32. Series 1998-A Key Performance Factors for the month ended
August 31, 1998.
99.33. Series 1998-C Key Performance Factors for the month ended
August 31, 1998.
99.34. Series 1998-D Key Performance Factors for the month ended
August 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 14, 1998
MBNA AMERICA BANK, NATIONAL ASSOCIATION
By: David Martini
----------------------------------
Name: David Martini
Title: Vice President
CLASS A CUSIP 55262T AA1 Exhibit 20.1
CLASS B CUSIP 55262T AB9
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1994-A
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $ 0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $ 0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $ 0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $ 4.718542
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $ 0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $ 0.000000
----------------
7. The amount of distribution in respect
of Class B Monthly Interest $ 4.879653
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $ 0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $ 0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $ 4.986896
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $ 0.000000
-----------------
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 $86,180,882.62
-----------------
(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 $4,457,630.85
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $8,419,971.70
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1994-A
as of the end of the day on the last
day of the related Monthly Period $760,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1994-A as of the end of the day on the
last day of the related Monthly Period $760,000,000.00
-----------------
(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 $661,200,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $661,200,000.00
-----------------
(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 $34,200,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $64,600,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.01%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with respect
to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,221,531.79
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,802,732.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $144,968.90
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $273,830.23
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $688,750.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $35,625.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $67,291.67
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $64,600,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $34,200,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $10,100,327.45
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $522,430.69
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $986,813.71
-----------------
10. 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, allocated
in respect of the Class A Certificates $10,513,577.45
-----------------
(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 $543,805.69
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,027,188.71
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.86%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998:
Class A and Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1994-A
CLASS A CUSIP 55262T AC7 Exhibit 20.2
CLASS B CUSIP 55262T AD5
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1994-B
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.319316
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.863542
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.986896
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $113,395,896.49
-----------------
(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 $5,865,306.42
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $11,078,908.37
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1994-B
as of the end of the day on the last
day of the related Monthly Period $1,000,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1994-B as of the end of the day on the
last day of the related Monthly Period $1,000,000,000.00
-----------------
(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 $870,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $870,000,000.00
-----------------
(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 $45,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $85,000,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.65%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $4,238,857.61
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,687,806.10
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $190,748.64
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $360,302.87
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $906,250.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $46,875.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $88,541.67
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $85,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $45,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date after
taking into account deposits on such
date prior to withdrawals $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date. $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $13,289,904.54
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $687,408.99
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,298,438.78
-----------------
10. 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, any Principal
Investment Proceeds and amounts, if any,
withdrawn from the Reserve Account and
the Net Swap Receipt, if any, allocated
in respect of the Class A Certificates $13,833,654.54
-----------------
(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 $715,533.99
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,351,563.78
-----------------
11. Swap Cash Flows
(a) The amount of the Net Swap Receipt
for the related Transfer Date $ 0.00
-----------------
(b) The amount of the Net Swap Payment
for the related Transfer Date $326,462.85
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.89%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998:
Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
The weighted average of the Treasury Bill
Rates for the Interest Period:
August 17, 1998 through September 14, 1998 4.98638%
----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1994-B
CLASS A CUSIP 55262T AE3 Exhibit 20.3
CLASS B CUSIP 55262T AF0
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1994-C
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.782986
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.944097
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.066113
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $113,395,896.49
-----------------
(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 $5,865,306.42
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $11,078,908.37
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1994-C
as of the end of the day on the last
day of the related Monthly Period $1,000,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1994-C as of the end of the day on the
last day of the related Monthly Period $1,000,000,000.00
-----------------
(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 $870,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $870,000,000.00
-----------------
(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 $45,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $85,000,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.65%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $4,238,857.61
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,687,806.10
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $190,748.64
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $360,302.87
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $906,250.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $46,875.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $88,541.67
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $85,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $45,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date but
prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $13,289,904.54
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $687,408.99
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,298,438.78
-----------------
10. 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, allocated
in respect of the Class A Certificates $13,833,654.54
-----------------
(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 $715,533.99
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,351,563.78
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.78%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998:
Class A and Class B determination - 5.68750%
---------
Collateral Interest determination - 5.64063%
---------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1994-C
CLASS A CUSIP 55262T AJ2 Exhibit 20.4
CLASS B CUSIP 55262T AK9
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-A
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.761341
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.906341
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.140652
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $65,202,640.20
-----------------
(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 $3,372,548.85
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $6,370,370.94
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-A
as of the end of the day on the last
day of the related Monthly Period $575,000,000.00
----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-A as of the end of the day on the
last day of the related Monthly Period $575,000,000.00
-----------------
(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 $500,250,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $500,250,000.00
-----------------
(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 $25,875,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $48,875,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.52%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,437,342.99
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,120,488.49
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $109,680.40
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $207,174.10
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $521,093.75
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $26,953.13
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $50,911.45
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $48,875,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $25,875,000.00
-----------------
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, any Principal
Funding Investment Procees and amounts,
if any, withdrawn from the Reserve
Account allocated in respect of the
Class A Certificates $7,954,351.17
-----------------
(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 $411,431.76
-----------------
(c) The Aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $777,148.99
-----------------
9. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $7,641,694.92
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $395,259.88
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $746,602.12
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.79%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
- ---------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1995-A
CLASS A CUSIP 55262T AL7 Exhibit 20.5
CLASS B CUSIP 55262T AM5
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-B
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.672730
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.801619
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.976203
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $85,046,923.75
-----------------
(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 $4,398,979.86
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $8,309,182.58
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-B
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-B as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $652,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $652,500,000.00
-----------------
(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 $33,750,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $63,750,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.25
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,765,854.57
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $143,061.48
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $270,227.20
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $679,687.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $35,156.25
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $66,406.25
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $63,750,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $33,750,000.00
-----------------
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, any Principal
Investment Proceeds and amounts, if any,
withdrawn from the Reserve Account
allocated in respect of the Class
A Certificates
$10,375,240.91
-----------------
(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 $536,650.55
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,013,672.89
-----------------
9. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date after
taking into account deposits on such
date prior to withdrawals $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date. $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,967,428.41
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $515,556.80
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $973,829.14
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.91%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
- -----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1995-B
CLASS A CUSIP 55262T AN3 Exhibit 20.6
CLASS B CUSIP 55262T AP8
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-C
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $5.375000
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.882174
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.123841
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $65,202,640.20
-----------------
(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 $3,372,548.85
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $6,370,370.94
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-C
as of the end of the day on the last
day of the related Monthly Period $575,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-C as of the end of the day on the
last day of the related Monthly Period $575,000,000.00
-----------------
(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 $500,250,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $500,250,000.00
-----------------
(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 $25,875,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $48,875,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.52%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,437,342.99
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,120,488.49
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $109,680.40
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $207,174.10
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $521,093.75
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $26,953.13
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $50,911.45
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $48,875,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $25,875,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date after
taking into account deposits on such
date prior to withdrawals $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $7,979,707.31
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $395,259.88
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $746,602.12
-----------------
10. 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, any Principal
Investment Proceeds and amounts, if any,
withdrawn from the Reserve Account and
the Net Swap Receipt, if any, allocated
in respect of the Class A Certificates $8,292,363.56
-----------------
(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 $411,431.76
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $777,148.99
-----------------
11. Swap Cash Flows
(a) The amount of the Net Swap Receipt
for the related Transfer Date $338,012.39
-----------------
(b) The amount of the Net Swap Payment
for the related Transfer Date $ 0.00
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.86%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
- -----------
D. Information regarding the status of the
Interest Rate Swap and the Swap Counterparty
1. The Mark-to-Market Amount, if any, for the
related Monthly Period. $ N/A
----------------
2. Has the Interest Reserve Account been
established? No
------
3. Has the Interest Reserve Account been
funded? No
------
4. The aggregate amount of funds withdrawn from
the Interest Reserve Account, if any $ 0.00
----------------
5. How many funds withdrawn from the Interest
Reserve Account were utilized?
none
6. Has the Interest Rate Swap been Terminated? No
-------
7. Long Term Credit Rating of the Swap Counterparty AAA/Aaa
-------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1995-C
CLASS A CUSIP 55262T AQ6 Exhibit 20.7
CLASS B CUSIP 55262T AR4
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-D
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $5.041667
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.777452
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.979788
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $56,697,950.74
-----------------
(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 $2,932,653.27
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $5,539,456.62
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-D
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-D as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $435,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $435,000,000.00
-----------------
(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 $22,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $42,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.90
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,843,903.12
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $95,374.29
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $180,151.49
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $453,125.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $23,437.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $44,270.83
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $42,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $22,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date after
taking into account deposits on such
date prior to withdrawals $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date. $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,837,327.99
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $343,704.48
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $649,219.75
-----------------
10. 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, any Principal
Investment Proceeds and amounts, if any,
withdrawn from the Reserve Account and
the Net Swap Receipt, if any, allocated
in respect of the Class A Certificates $7,109,202.99
-----------------
(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 $357,766.98
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $675,782.25
-----------------
11. Swap Cash Flows
(a) The amount of the Net Swap Receipt
for the related Transfer Date $192,375.49
-----------------
(b) The amount of the Net Swap Payment
for the related Transfer Date $ 0.00
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.99%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
- -----------
D. Information regarding the status of the
Interest Rate Swap and the Swap Counterparty
1. The Mark-to-Market Amount, if any, for the
related Monthly Period. $ N/A
----------------
2. Has the Interest Reserve Account been
established? No
------
3. Has the Interest Reserve Account been
funded? No
------
4. The aggregate amount of funds withdrawn from
the Interest Reserve Account, if any $ 0.00
----------------
5. How any funds withdrawn from the Interest
Reserve Account were utilized?
none
6. Has the Interest Rate Swap been Terminated? No
-------
7. Long Term Credit Rating of the Swap
Counterparty AAA/Aaa
-------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1995-D
CLASS A CUSIP 55262T AS2 Exhibit 20.8
CLASS B CUSIP 55262T AT0
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-E
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.721063
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.801619
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.028360
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $56,697,950.74
-----------------
(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 $2,932,653.27
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $5,539,456.62
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-E
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-E as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $435,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $435,000,000.00
-----------------
(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 $22,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $42,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.90
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,843,903.12
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $95,374.29
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $180,151.49
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $453,125.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $23,437.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $44,270.83
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $42,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $22,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,644,952.50
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $343,704.48
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $649,219.75
-----------------
10. 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, allocated
in respect of the Class A Certificates $6,916,827.50
-----------------
(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 $357,766.98
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $675,782.25
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.85%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1995-E
CLASS A CUSIP 55262T AU7 Exhibit 20.9
CLASS B CUSIP 55262T AV5
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-F
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $5.500000
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $5.625000
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.879532
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $ 59,304,749.25
-----------------
(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 $ 2,443,875.99
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $ 3,421,430.37
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-F
as of the end of the day on the last
day of the related Monthly Period $ 500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-F as of the end of the day on the
last day of the related Monthly Period $ 500,000,000.00
-----------------
(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 $ 455,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $ 455,000,000.00
-----------------
(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 $ 18,750,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $ 26,250,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period0.910000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly0.037500
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period0.052500
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
-----
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.85
------------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,928,680.17
------------------
(c) The Class B Investor Default Amount
for the related Monthly Period $79,478.56
------------------
(d) The Collateral Default Amount for
the related Monthly Period $111,270.12
------------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
------------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
------------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
------------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
------------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
------------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
------------------
(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 $ 0.00
------------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
------------------
(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 Distri-
bution Date $ 0.00
------------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
------------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
------------------
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 $473,958.33
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $19,531.25
------------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $27,343.75
------------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $26,250,000.00
------------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $18,750,000.00
------------------
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, any Principal
Investment Proceeds and amounts, if any,
withdrawn from the Reserve Account
allocated in respect of the Class A
Certificates $7,234,842.11
------------------
(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 $298,139.03
------------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $417,395.03
------------------
9. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date after
taking into account deposits on such
date prior to withdrawals $ 0.00
------------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
------------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
------------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date. $ 0.00
------------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,950,467.11
------------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $286,420.28
------------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $400,988.78
------------------
11. Swap Cash Flows
(a) The amount of the Net Swap Receipt
for the related Transfer Date $421,001.45
------------------
(b) The amount of the Net Swap Payment
for the related Transfer Date $ 0.00
------------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.30%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period
Collateral Interest Determination
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1995-F
CLASS A CUSIP 55262T AW3 Exhibit 20.10
CLASS B CUSIP 55262T AX1
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-I
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.680785
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.761341
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.877515
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $85,046,923.75
-----------------
(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 $4,398,979.86
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $8,309,182.58
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-I
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-I as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $652,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $652,500,000.00
-----------------
(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 $33,750,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $63,750,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.25
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,765,854.57
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $143,061.48
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $270,227.20
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $679,687.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $35,156.25
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $66,406.25
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $63,750,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $33,750,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,967,428.41
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $515,556.80
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $973,829.14
-----------------
10. 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, allocated
in respect of the Class A Certificates $10,375,240.91
-----------------
(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 $536,650.55
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,013,672.89
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.91%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1995-I
CLASS A CUSIP 55262T AY9 Exhibit 20.11
CLASS B CUSIP 55262T AZ6
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1995-J
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.729119
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.825785
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.027174
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $56,697,950.74
-----------------
(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 $2,932,653.27
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $5,539,456.62
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1995-J
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1995-J as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $435,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $435,000,000.00
-----------------
(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 $22,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $42,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.90
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,843,903.12
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $95,374.29
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $180,151.49
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $453,125.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $23,437.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $44,270.83
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $312,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $42,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $22,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,644,952.50
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $343,704.48
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $649,219.75
-----------------
10. 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, allocated
in respect of the Class A Certificates $6,916,827.50
-----------------
(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 $357,766.98
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $675,782.25
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.84%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1995-J
CLASS A CUSIP 55262T BA0 Exhibit 20.12
CLASS B CUSIP 55262T BB8
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-A
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.713008
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.817730
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.913538
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $79,377,129.12
-----------------
(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 $4,105,714.59
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,755,236.22
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-A
as of the end of the day on the last
day of the related Monthly Period $700,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-A as of the end of the day on the
last day of the related Monthly Period $700,000,000.00
-----------------
(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 $609,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $609,000,000.00
-----------------
(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 $31,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $59,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.85%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,967,200.38
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,581,464.29
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $133,524.04
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $252,212.05
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $634,375.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $32,812.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $61,979.17
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $437,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $59,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $31,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,302,933.27
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $481,186.22
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $908,907.29
-----------------
10. 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, allocated
in respect of the Class A Certificates $9,683,558.27
-----------------
(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 $500,873.72
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $946,094.79
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.87%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-A
CLASS A CUSIP 55262T BC6 Exhibit 20.13
CLASS B CUSIP 55262T BD4
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-B
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.753285
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.841896
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.135213
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $56,697,950.74
-----------------
(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 $2,932,653.27
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $5,539,456.62
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-B
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-B as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $435,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $435,000,000.00
-----------------
(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 $22,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $42,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.90
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,843,903.12
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $95,374.29
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $180,151.49
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $453,125.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $23,437.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $44,270.83
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $312,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $42,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $22,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,644,952.50
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $343,704.48
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $649,219.75
-----------------
10. 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, allocated
in respect of the Class A Certificates $6,916,827.50
-----------------
(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 $357,766.98
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $675,782.25
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.80%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-B
CLASS A CUSIP 55262T BE2 Exhibit 20.14
CLASS B CUSIP 55262T BF9
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-C
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.656619
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.769396
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.956192
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $56,697,950.74
-----------------
(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 $2,932,653.27
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $5,539,456.62
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-C
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-C as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $435,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $435,000,000.00
-----------------
(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 $22,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $42,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.870000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.045000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.085000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.90
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,843,903.12
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $95,374.29
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $180,151.49
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $453,125.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $23,437.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $44,270.83
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $312,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $42,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $22,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,644,952.50
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $343,704.48
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $649,219.75
-----------------
10. 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, allocated
in respect of the Class A Certificates $6,916,827.50
-----------------
(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 $357,766.98
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $675,782.25
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.93%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1996-C
CLASS A CUSIP 55262T BG7 Exhibit 20.15
CLASS B CUSIP 55262T BH5
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-D
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.664674
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.777452
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.906341
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $110,789,093.18
-----------------
(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 $9,775,509.14
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $9,775,509.14
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-D
as of the end of the day on the last
day of the related Monthly Period $1,000,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-D as of the end of the day on the
last day of the related Monthly Period $1,000,000,000.00
-----------------
(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 $850,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $850,000,000.00
-----------------
(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 $75,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $75,000,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.65%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $4,238,857.55
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,603,028.89
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $317,914.33
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $317,914.33
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $885,416.67
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $625,000.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $12,984,389.22
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $1,145,681.44
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,145,681.44
-----------------
10. 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, allocated
in respect of the Class A Certificates $13,515,639.22
-----------------
(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 $1,192,556.44
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,192,556.44
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.93%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-D
CLASS A CUSIP 55262T BJ1 Exhibit 20.16
CLASS B CUSIP 55262T BK8
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-E
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.680785
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.793563
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $4.993756
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-E
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-E as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $ 3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The amount of all or the portion of the
Reserve Draw Amount deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,738,291.93
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $859,261.33
-----------------
10. 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, allocated
in respect of the Class A Certificates $10,136,729.43
-----------------
(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 $894,417.58
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.90%
-------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998:
Class A and Class B determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-E
CLASS A CUSIP 55262T BL6 Exhibit 20.17
CLASS B CUSIP 55262T BM4
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-G
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.688841
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.825785
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.489408
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $55,394,546.51
-----------------
(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 $4,887,752.07
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $4,887,752.07
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-G
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-G as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $425,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $425,000,000.00
-----------------
(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 $37,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $37,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.59
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,801,514.43
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $158,957.08
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $158,957.08
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $442,708.33
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $39,062.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $39,062.50
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $312,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $37,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $37,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The Principal Funding Investment
Shortfall deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,492,194.65
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $572,840.51
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $572,840.51
-----------------
10. 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, allocated
in respect of the Class A Certificates $6,757,819.65
-----------------
(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 $596,278.01
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $596,278.01
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.86%
-------
C. Floating Rate Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
- -----------
Collateral Interest Determination for the Interest
Period of
August 14, 1998 to September 14, 1998: 5.64063%
- -----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-G
CLASS A CUSIP 55262TBN2 Exhibit 20.18
CLASS B CUSIP 55262TBP7
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-H
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Collateral Monthly Interest $5.275130
-----------------
5. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the current Monthly Accumulation into the Interest
Funding Account (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1. The amount of the current monthly
accumulation in respect of Class A
Monthly Interest $4.662153
-----------------
2. The amount of the current monthly
accumulation in respect of Class A
Deficiency Amounts $0.000000
-----------------
3. The amount of the current monthly
accumulation in respect of Class A
Additional Interest $0.000000
----------------
4. The amount of the current monthly
accumulation in respect of Class B
Monthly Interest $4.799097
-----------------
5. The amount of the current monthly
accumulation in respect of Class B
Deficiency Amounts $ 0.000000
-----------------
6. The amount of the current monthly
accumulation in respect of Class B
Additional Interest $0.000000
-----------------
C. Information Regarding the Current Quarterly Interest Distribution
1. The total amount of distribution from
the Interest Funding Account $ 0.00
-----------------
2. The amount of the current quarterly
interest distribution in respect of
Class A $ 0.00
-----------------
3. The amount of the current quarterly
interest distribution in respect of
Class A set forth in 2 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
4. The amount of the current quarterly
interest distribution in respect of
Class B $ 0.00
-----------------
5. The amount of the current quarterly
interest distribution in respect of
Class B set forth in 4 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
D. 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 $132,946,914.81
-----------------
(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 $11,730,607.83
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $11,730,607.83
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-H
as of the end of the day on the last
day of the related Monthly Period $1,200,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-H as of the end of the day on the
last day of the related Monthly Period $1,200,000,000.00
-----------------
(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 $1,020,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $1,020,000,000.00
-----------------
(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 $90,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $90,000,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 3.18%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $5,086,629.01
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $4,323,634.79
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $381,497.11
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $381,497.11
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $1,062,500.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $93,750.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $93,750.00
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $750,000.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $90,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $90,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The amount of all or the portion of the
Reserve Draw Amount deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Interest Funding Account
(a) The aggregate amount on deposit in
the Interest Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $5,187,314.58
-----------------
(b) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class A Certificates
on the related Transfer Date $4,755,395.83
-----------------
(c) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class B Certificates
on the related Transfer Date $431,918.75
-----------------
(d) The Interest Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $15,581,267.37
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $1,374,817.66
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,374,817.66
-----------------
11. 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, allocated
in respect of the Class A Certificates $16,218,767.37
-----------------
(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 $1,431,067.66
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,431,067.66
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.95%
-------
E. LIBOR Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-H
CLASS A CUSIP 55262T BR3 Exhibit 20.19
CLASS B CUSIP 55262T BS1
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-J
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.664674
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.833841
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.330820
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $110,789,093.18
-----------------
(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 $9,775,509.14
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $9,775,509.14
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-J
as of the end of the day on the last
day of the related Monthly Period $1,000,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-J as of the end of the day on the
last day of the related Monthly Period $1,000,000,000.00
-----------------
(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 $850,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $850,000,000.00
-----------------
(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 $75,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $75,000,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.65%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $ 4,238,857.55
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,603,028.89
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $317,914.33
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $317,914.33
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $885,416.67
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $625,000.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The amount of all or the portion of the
Reserve Draw Amount deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $12,984,389.22
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $1,145,681.44
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,145,681.44
-----------------
10. 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, allocated
in respect of the Class A Certificates $13,515,639.22
-----------------
(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 $1,192,556.44
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,192,556.44
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.90%
--------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998:
Class A and Class B determination - 5.64063%
-----------
August 14, 1998 to September 14, 1998:
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1996-J
CLASS A CUSIP 55262T BT9 Exhibit 20.20
CLASS B CUSIP 55262T BU6
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-K
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.648563
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.825785
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.373876
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $110,789,093.18
-----------------
(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 $9,775,509.14
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $9,775,509.14
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-K
as of the end of the day on the last
day of the related Monthly Period $1,000,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-K as of the end of the day on the
last day of the related Monthly Period $1,000,000,000.00
-----------------
(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 $850,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $850,000,000.00
-----------------
(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 $75,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly Period $75,000,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.65%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $ 4,238,857.55
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,603,028.89
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $317,914.33
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $317,914.33
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $885,416.67
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $625,000.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The amount of all or the portion of the
Reserve Draw Amount deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $12,984,389.22
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $1,145,681.44
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,145,681.44
-----------------
10. 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, allocated
in respect of the Class A Certificates $13,515,639.22
-----------------
(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 $1,192,556.44
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,192,556.44
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.92%
--------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998:
Class A and Class B determination - 5.64063%
-----------
August 14, 1998 to September 14, 1998:
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-K
CLASS A CUSIP 55262TBX0 Exhibit 20.21
CLASS B CUSIP 55262TBY8
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-L
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Collateral Monthly Interest $5.277087
-----------------
5. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the current Monthly Accumulation into the Interest
Funding Account (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1. The amount of the current monthly
accumulation in respect of Class A
Monthly Interest $4.605764
-----------------
2. The amount of the current monthly
accumulation in respect of Class A
Deficiency Amounts $0.000000
-----------------
3. The amount of the current monthly
accumulation in respect of Class A
Additional Interest $0.000000
----------------
4. The amount of the current monthly
accumulation in respect of Class B
Monthly Interest $4.774931
-----------------
5. The amount of the current monthly
accumulation in respect of Class B
Deficiency Amounts $ 0.000000
-----------------
6. The amount of the current monthly
accumulation in respect of Class B
Additional Interest $0.000000
-----------------
C. Information Regarding the Current Quarterly Interest Distribution
1. The total amount of distribution from
the Interest Funding Account $ 0.00
-----------------
2. The amount of the current quarterly
interest distribution in respect of
Class A $ 0.00
-----------------
3. The amount of the current quarterly
interest distribution in respect of
Class A set forth in 2 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
4. The amount of the current quarterly
interest distribution in respect of
Class B $ 0.00
-----------------
5. The amount of the current quarterly
interest distribution in respect of
Class B set forth in 4 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
D. 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 $55,394,546.51
-----------------
(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 $4,887,752.07
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $4,887,752.07
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-L
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-L as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $425,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $425,000,000.00
-----------------
(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 $37,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $37,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.59
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,801,514.43
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $158,957.08
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $158,957.08
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
----------------
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 $442,708.33
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $39,062.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $39,062.50
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $312,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $37,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $37,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The amount of all or the portion of the
Reserve Draw Amount deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Interest Funding Account
(a) The aggregate amount on deposit in
the Interest Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $2,136,509.55
-----------------
(b) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class A Certificates
on the related Transfer Date $1,957,449.65
-----------------
(c) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class B Certificates
on the related Transfer Date $179,059.90
-----------------
(d) The Interest Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,492,194.65
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $572,840.51
----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $572,840.51
-----------------
11. 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, allocated
in respect of the Class A Certificates $6,757,819.65
-----------------
(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 $596,278.01
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $596,278.01
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 5.02%
-------
E. LIBOR Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-L
CLASS A CUSIP 55262TBV4 Exhibit 20.22
CLASS B CUSIP 55262TBW2
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1996-M
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Collateral Monthly Interest $5.490126
-----------------
5. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the current Monthly Accumulation into the Interest
Funding Account (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1. The amount of the current monthly
accumulation in respect of Class A
Monthly Interest $4.686319
-----------------
2. The amount of the current monthly
accumulation in respect of Class A
Deficiency Amounts $0.000000
-----------------
3. The amount of the current monthly
accumulation in respect of Class A
Additional Interest $0.000000
----------------
4. The amount of the current monthly
accumulation in respect of Class B
Monthly Interest $4.863542
-----------------
5. The amount of the current monthly
accumulation in respect of Class B
Deficiency Amounts $ 0.000000
-----------------
6. The amount of the current monthly
accumulation in respect of Class B
Additional Interest $0.000000
-----------------
C. Information Regarding the Current Quarterly Interest Distribution
1. The total amount of distribution from
the Interest Funding Account $ 0.00
-----------------
2. The amount of the current quarterly
interest distribution in respect of
Class A $ 0.00
-----------------
3. The amount of the current quarterly
interest distribution in respect of
Class A set forth in 2 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
4. The amount of the current quarterly
interest distribution in respect of
Class B $ 0.00
-----------------
5. The amount of the current quarterly
interest distribution in respect of
Class B set forth in 4 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
D. 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 $55,394,546.51
-----------------
(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 $4,887,752.07
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $4,887,752.07
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1996-M
as of the end of the day on the last
day of the related Monthly Period $500,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1996-M as of the end of the day on the
last day of the related Monthly Period $500,000,000.00
-----------------
(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 $425,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $425,000,000.00
-----------------
(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 $37,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $37,500,000.00
-----------------
(h) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.32%
(i) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(j) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(k) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(m) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(n) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,119,428.59
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $1,801,514.43
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $158,957.08
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $158,957.08
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $442,708.33
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $39,062.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $39,062.50
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $312,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $37,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $37,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(c) The Principal Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(d) The amount of all or the portion of the
Reserve Draw Amount deposited in the Finance
Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
-----------------
(e) Interest earnings on funds on deposit
in the Reserve Account deposited in
the Finance Charge Account on the
related Transfer Date $ 0.00
-----------------
9. Interest Funding Account
(a) The aggregate amount on deposit in
the Interest Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $2,174,068.57
-----------------
(b) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class A Certificates
on the related Transfer Date $1,991,685.76
-----------------
(c) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class B Certificates
on the related Transfer Date $182,382.81
-----------------
(d) The Interest Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $6,492,194.65
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $572,840.51
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $572,840.51
-----------------
11. 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, allocated
in respect of the Class A Certificates $6,757,819.65
-----------------
(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 $596,278.01
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $596,278.01
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.90%
-------
E. LIBOR Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1996-M
CLASS A CUSIP 55262TCB7 Exhibit 20.23
CLASS B CUSIP 55262TCC5
FORM OF MONTHLY CERTIFICATEHOLDERS'STATEMENT
SERIES 1997-B
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Class C Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.672730
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.825785
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amounts $0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Class C Monthly Interest $5.309119
-----------------
11. The amount of distribution in respect
of Class C Deficiency Amounts $0.000000
-----------------
12. The amount of distribution in respect
of Class C Additional Interest $ 0.000000
-----------------
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 $110,789,093.18
-----------------
(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 $9,775,509.14
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Class C Interest $9,775,509.14
-----------------
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 $37,775,682,964.86
-----------------
(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 $1,000,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-B as of the end of the day on the
last day of the related Monthly Period $1,000,000,000.00
-----------------
(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 $850,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $850,000,000.00
-----------------
(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 $75,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Investor Interest as of the
end of the day on the last day
of the related Monthly Period $75,000,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Class C
Interest as of the end of the day on the
last day of the related Monthly Period $75,000,000.00
-----------------
(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 $75,000,000.00
-----------------
(j) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 2.65%
(k) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(l) The Class B Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Class C Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(n) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(o) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(q) The Class C Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $ 4,238,857.55
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,603,028.89
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $317,914.33
-----------------
(d) The Class C Default Amount for
the related Monthly Period $317,914.33
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Class C
Investor Charge Offs for the
related Monthly Period $ 0.00
-----------------
(f) The aggregate amount of Class C
Investor Charge Offs set forth
in 5 (e) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Class C
Investor Charge Offs reimbursed
on the Transfer Date immediately
preceding this Distribution Date $ 0.00
-----------------
(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 this
Distribution Date $ 0.00
-----------------
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 $885,416.67
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(c) The amount of the Class C Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $78,125.00
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $625,000.00
-----------------
7. Reallocations
(a) The amount of Reallocated Class C
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Class C Investor Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
(d) The Class C Adjusted Investor Interest
as of the close of business on this
Distribution Date $75,000,000.00
-----------------
(e) The Class B Investor Interest as of the
close of business on this Distribution
Date $75,000,000.00
-----------------
(f) The Class B Adjusted Investor Interest
as of the close of business on this
Distribution Date $75,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
9. Reserve Account
(a) The Reserve Draw Amount on the
related Transfer Date $ 0.00
-----------------
(b) The amount of the Reserve Draw
Amount deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
(c) 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 $ 0.00
-----------------
(d) 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 $ 0.00
-----------------
(e) The amount of the Reserve Draw
Amount deposited in the Finance
Charge Account on the related
Transfer Date to be treated
as Class C Available Funds $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $12,984,389.22
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $1,145,681.44
-----------------
(c) The amount of Class C Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,145,681.44
-----------------
11. 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, allocated
in respect of the Class A Certificates $13,515,639.22
-----------------
(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 $1,192,556.44
-----------------
(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 $1,192,556.44
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.87%
--------
C. LIBOR Determinations
LIBOR rates for the Interest Period of
August 17, 1998 through September 14, 1998: 5.64063%
---------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1997-B
CLASS A CUSIP 55262TCD3 Exhibit 20.24
CLASS B CUSIP 55262TCE1
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-C
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.632452
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.785508
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amount $ 0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.373876
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-C
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-C as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $56,250,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $56,250,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,738,291.93
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $859,261.33
-----------------
10. 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, allocated
in respect of the Class A Certificates $10,136,729.43
-----------------
(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 $894,417.58
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
-------
(b) The Portfolio Adjusted Yield 4.94%
-------
C. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.64063%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice Presiden
1997-C
CLASS A CUSIP 55262TCF8 Exhibit 20.25
CLASS B CUSIP 55262TCG6
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-E
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Collateral Monthly Interest $5.261931
-----------------
5. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the current Monthly Accumulation into the Interest
Funding Account (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1. The amount of the current monthly
accumulation in respect of Class A
Monthly Interest $4.646042
-----------------
2. The amount of the current monthly
accumulation in respect of Class A
Deficiency Amounts $0.000000
-----------------
3. The amount of the current monthly
accumulation in respect of Class A
Additional Interest $0.000000
----------------
4. The amount of the current monthly
accumulation in respect of Class B
Monthly Interest $4.807153
-----------------
5. The amount of the current monthly
accumulation in respect of Class B
Deficiency Amounts $ 0.000000
-----------------
6. The amount of the current monthly
accumulation in respect of Class B
Additional Interest $0.000000
-----------------
C. Information Regarding the Current Quarterly Interest Distribution
1. The total amount of distribution from
the Interest Funding Account $ 0.00
-----------------
2. The amount of the current quarterly
interest distribution in respect of
Class A $ 0.00
-----------------
3. The amount of the current quarterly
interest distribution in respect of
Class A set forth in 2 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
4. The amount of the current quarterly
interest distribution in respect of
Class B $ 0.00
-----------------
5. The amount of the current quarterly
interest distribution in respect of
Class B set forth in 4 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
D. 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 $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-E
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-E as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $56,250,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.000000
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.000000
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.000000
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.000000
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.000000
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.000000
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $56,250,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Interest Funding Account
(a) The aggregate amount on deposit in
the Interest Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $6,910,335.93
-----------------
(b) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class A Certificates
on the related Transfer Date $2,961,851.56
-----------------
(c) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class B Certificates
on the related Transfer Date $270,402.34
-----------------
(d) The Interest Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $17,566.26
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,755,858.19
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $859,261.33
-----------------
11. 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, allocated
in respect of the Class A Certificates $10,154,295.69
-----------------
(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 $894,417.58
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 14.02%
--------
(b) The Portfolio Adjusted Yield 4.98%
--------
E. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1997-E
CLASS A CUSIP 55262TCJ0 Exhibit 20.26
CLASS B CUSIP 55262TCK7
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-F
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $5.500000
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.777452
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amount $ 0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.317660
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $78,204,067.84
-----------------
(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 $6,908,024.85
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $6,908,024.85
-----------------
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 $37,775,682,964.86
----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-F
as of the end of the day on the last
day of the related Monthly Period $706,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-F as of the end of the day on the
last day of the related Monthly Period $706,000,000.00
-----------------
(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 $600,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $600,000,000.00
-----------------
(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 $53,000,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $53,000,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $53,000,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.87%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
Period 0.075
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $2,992,633.43
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,543,314.59
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $224,659.42
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $224,659.42
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $625,000.01
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $55,208.33
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $55,208.33
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $441,250.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $53,000,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $53,000,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $53,000,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Swap Reserve Fund
(a) The Swap Reserve Draw Amount
on the related Transfer Date $0.00
-----------------
(b) The amount of the Swap Reserve Draw Amount
deposited in the Finance Charge Account
on the related Transfer Date to be treated
as Class A Available Fund $ 0.00
-----------------
10. Swap Cash Flows
(a) The amount of the Net Swap Receipt
for the related Transfer Date $548,687.83
-----------------
(b) The amount of the Net Swap Payment
for the related Transfer Date $ 0.00
-----------------
11. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $ 9,714,138.90
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $809,614.91
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $809,614.91
-----------------
12. 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, any Principal
Funding Investment Proceeds, amounts,
if any, withdrawn from the Reserve
Account, amounts, if any, withdrawn from
the Swap Reserve Fund and the Net
Swap Receipt, if any, allocated
in respect of the Class A Certificates $ 10,089,138.90
-----------------
(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 $ 842,739.91
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $ 842,739.91
-----------------
13. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.99%
--------
C. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.64063%
-----------
Collateral Interest determination - 5.64063%
-----------
D. Information regarding the status of the
Interest Rate Swap and the Swap Counterparty
1. Has the Interest Reserve Account been No
established? ----
2. Has the Interest Reserve Account been No
funded? ----
3. The aggregate amount of funds withdrawn from $ 0.00
the Interest Reserve Account, if any ---------
4. How any funds withdrawn from the Interest
Reserve Account were utilized?
N/A
5. Has the Interest Rate Swap been Terminated? No
----
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice Presiden
1997-F
CLASS A CUSIP 55262TCN1 Exhibit 20.27
CLASS B CUSIP 55262TCP6
MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-I
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $5.458333
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.793563
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amount $ 0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.396783
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the Performance of the Trust
1. Principal Receivables
(a) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period,
wich were allocated in respect of
the Class A Certificates $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-I
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-I as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $56,250,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $56,250,000.00
-----------------
8. Collection of Finance Charge Receivables
(a) Class A Available Funds plus Servicer
Interchange Allocated to Class A $ 10,675,851.67
----------------
(b) Class B Available Funds plus Servicer
Interchange Allocated to Class B $ 894,417.58
----------------
(c) Collateral Interest Available Funds
plus Servicer Interchange Allocated
to the Collateral Interest $ 894,417.58
----------------
9. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
- -----------------
(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 $ 0.00
- -----------------
10. Reserve Account
(a) The Reserve Draw Amount on the
related Transfer Date $ 0.00
- -----------------
(b) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
- -----------------
(c) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
- -----------------
11. Swap Reserve Fund
(a) The Swap Reserve Draw Amount
on the related Transfer Date $0.00
- -----------------
(b) The amount of the Swap Reserve Draw Amount
deposited in the Finance Charge Account
on the related Transfer Date to be treated
as Class A Available Fund $ 0.00
- -----------------
12. Swap Cash Flows
(a) The amount of the Net Swap Receipt
for the related Transfer Date $539,122.24
- -----------------
(b) The amount of the Net Swap Payment
for the related Transfer Date $ 0.00--------------
- ---
13. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $10,277,414.17
- -----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $ 859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $ 859,261.33
-----------------
14. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period13.99%
-------
(b) The Portfolio Adjusted Yield4.96%
-------
C. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class B determination -5.64063%
-------
Collateral Interest determination -5.64063%
-------
D. Information regarding the status of the
Interest Rate Swap and the Swap Counterparty
1. Has the Interest Reserve Account been
established?No
------
2. Has the Interest Reserve Account been
funded?No
------
3. The aggregate amount of funds withdrawn from
the Interest Reserve Account, if any $0.00
----------------
4. How any funds withdrawn from the Interest
Reserve Account were utilized?
N/A
5. Has the Interest Rate Swap been Terminated? No
-------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice Presiden
1997-I
CLASS A CUSIP 55262TCQ4 Exhibit 20.28
CLASS B CUSIP 55262TCR2
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-J
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.640507
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.785508
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amount $ 0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.395404
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-J
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-J as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $56,250,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $56,250,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,738,291.93
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $859,261.33
-----------------
10. 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, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and allocated in respect of the Class A
Certificates $10,136,729.43
-----------------
(b) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and which were allocated in respect of
the Class B Certificates $894,417.58
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.93%
--------
C. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.64063%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice Presiden
1997-J
CLASS A CUSIP 55262TCS0 Exhibit 20.29
CLASS B CUSIP 55262TCT8
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-K
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Class A Monthly Interest $4.640507
-----------------
5. The amount of distribution in respect
of Class A Deficiency Amounts $0.000000
-----------------
6. The amount of distribution in respect
of Class A Additional Interest $0.000000
-----------------
7. The amount of distribution in respect
of Class B Monthly Interest $4.801619
-----------------
8. The amount of distribution in respect
of Class B Deficiency Amount $ 0.000000
-----------------
9. The amount of distribution in respect
of Class B Additional Interest $0.000000
-----------------
10. The amount of distribution in respect
of Collateral Monthly Interest $5.459987
-----------------
11. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
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 $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-K
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-K as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $56,250,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period 0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.00
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.00
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.00
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 Distri-
bution Date $ 0.00
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.00
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $56,250,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,738,291.93
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $859,261.33
-----------------
10. 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, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and allocated in respect of the Class A
Certificates $10,136,729.43
-----------------
(b) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and which were allocated in respect of
the Class B Certificates $894,417.58
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
-----------------
11. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.92%
--------
C. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.64063%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1997-K
CLASS A CUSIP 55262TCV3 Exhibit 20.30
CLASS B CUSIP 55262TCW1
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-M
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Collateral Monthly Interest $5.287765
-----------------
5. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the current Monthly Accumulation into the Interest
Funding Account (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1. The amount of the current monthly
accumulation in respect of Class A
Monthly Interest $4.670208
-----------------
2. The amount of the current monthly
accumulation in respect of Class A
Deficiency Amounts $0.000000
-----------------
3. The amount of the current monthly
accumulation in respect of Class A
Additional Interest $0.000000
----------------
4. The amount of the current monthly
accumulation in respect of Class B
Monthly Interest $4.799097
-----------------
5. The amount of the current monthly
accumulation in respect of Class B
Deficiency Amounts $ 0.000000
-----------------
6. The amount of the current monthly
accumulation in respect of Class B
Additional Interest $0.000000
-----------------
C. Information Regarding the Current Quarterly Interest Distribution
1. The total amount of distribution from
the Interest Funding Account $ 0.00
-----------------
2. The amount of the current quarterly
interest distribution in respect of
Class A $ 0.00
-----------------
3. The amount of the current quarterly
interest distribution in respect of
Class A set forth in 2 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
4. The amount of the current quarterly
interest distribution in respect of
Class B $ 0.00
-----------------
5. The amount of the current quarterly
interest distribution in respect of
Class B set forth in 4 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
D. 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 $83,091,819.81
-----------------
(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 $7,331,632.90
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $7,331,632.90
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-M
as of the end of the day on the last
day of the related Monthly Period $750,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-M as of the end of the day on the
last day of the related Monthly Period $750,000,000.00
-----------------
(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 $637,500,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $637,500,000.00
-----------------
(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 $56,250,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $56,250,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 19981.99%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,179,143.28
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $2,702,271.66
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $238,435.81
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $238,435.81
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.000000
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.000000
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.000000
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.000000
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.000000
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.000000
-----------------
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 $664,062.50
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $58,593.75
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $56,250,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
-----------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
FinanceCharge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the FinanceCharge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the FinanceCharge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Interest Funding Account
(a) The aggregate amount on deposit in
the Interest Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $6,942,304.68
-----------------
(b) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class A Certificates
on the related Transfer Date $2,977,257.81
-----------------
(c) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class B Certificates
on the related Transfer Date $269,949.22
-----------------
(d) The Interest Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $17,647.45
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $9,755,939.38
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $859,261.33
-----------------
11. 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, allocated
in respect of the Class A Certificates $10,154,376.88
-----------------
(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 $894,417.58
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 14.02%
-------
(b) The Portfolio Adjusted Yield 4.95%
-------
E. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.68750%
-----------
Collateral Interest determination - 5.64063%
-----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:___________________________
Name: Bruce Crescenzo
Title: Vice President
1997-M
CLASS A CUSIP 55262TCY7 Exhibit 20.31
CLASS B CUSIP 55262TCZ4
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1997-N
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to
the Distribution Date of September 15, 1998, and with respect to the
performance of the trust during the month of August, 1998 is
set forth below.
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 to Certificateholders (Stated on the Basis of
$1,000 Original Certificate Principal Amount).
1. The amount of distribution in respect
of Class A Monthly Principal $0.000000
-----------------
2. The amount of distribution in respect
of Class B Monthly Principal $0.000000
-----------------
3. The amount of distribution in respect
of Collateral Monthly Principal $0.000000
-----------------
4. The amount of distribution in respect
of Collateral Monthly Interest $5.261931
-----------------
5. The amount of distribution in respect
of any accrued and unpaid Collateral
Monthly Interest $0.000000
-----------------
B. Information Regarding the current Monthly Accumulation into the Interest
Funding Account (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1. The amount of the current monthly
accumulation in respect of Class A
Monthly Interest $4.637986
-----------------
2. The amount of the current monthly
accumulation in respect of Class A
Deficiency Amounts $0.000000
-----------------
3. The amount of the current monthly
accumulation in respect of Class A
Additional Interest $0.000000
----------------
4. The amount of the current monthly
accumulation in respect of Class B
Monthly Interest $4.766875
-----------------
5. The amount of the current monthly
accumulation in respect of Class B
Deficiency Amounts $ 0.000000
-----------------
6. The amount of the current monthly
accumulation in respect of Class B
Additional Interest $0.000000
-----------------
C. Information Regarding the Current Quarterly Interest Distribution
1. The total amount of distribution from
the Interest Funding Account $ 0.00
-----------------
2. The amount of the current quarterly
interest distribution in respect of
Class A $ 0.00
-----------------
3. The amount of the current quarterly
interest distribution in respect of
Class A set forth in 2 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
4. The amount of the current quarterly
interest distribution in respect of
Class B $ 0.00
-----------------
5. The amount of the current quarterly
interest distribution in respect of
Class B set forth in 4 above per $1,000
of original certificate principal
amount $ 0.000000
-----------------
D. 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 $99,710,184.85
-----------------
(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 $8,797,959.80
-----------------
(c) The aggregate amount of Collections
of Principal Receivables processed
during the related Monthly Period
which were allocated in respect of
the Collateral Interest $8,797,959.80
-----------------
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 $37,775,682,964.86
-----------------
(b) The amount of Principal Receivables
in the Trust represented by the
Investor Interest of Series 1997-N
as of the end of the day on the last
day of the related Monthly Period $900,000,000.00
-----------------
(c) The amount of Principal Receivables
in the Trust represented by the
Adjusted Investor Interest of Series
1997-N as of the end of the day on the
last day of the related Monthly Period $900,000,000.00
-----------------
(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 $765,000,000.00
-----------------
(e) The amount of Principal Receivables
in the Trust represented by the
Class A Adjusted Investor Interest
as of the end of the day on the last
day of the related Monthly Period $765,000,000.00
-----------------
(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 $67,500,000.00
-----------------
(g) The amount of Principal Receivables in
the Trust represented by the Class B
Adjusted Interest as of the end of the
day on the last day of the related
Monthly period $67,500,000.00
-----------------
(h) The amount of Principal Receivables in
the Trust represented by the Collateral
Interest as of the end of the day on the
last day of the related Monthly period $67,500,000.00
-----------------
(i) The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 19982.38%
(j) The Class A Floating Allocation
with respect to the related Monthly
Period0.850000
----------
(k) The Class B Floating Allocation
with respect to the related Monthly
period 0.075000
----------
(l) The Collateral Floating Allocation
with respect to the related Monthly
Period 0.075000
----------
(m) The Fixed Investor Percentage with
respect to the related Monthly Period N/A
----------
(n) The Class A Fixed Allocation with
respect to the related Monthly Period N/A
----------
(o) The Class B Fixed Allocation with
respect to the related Monthly Period N/A
----------
(p) The Collateral Fixed Allocation with
respect to the related Monthly Period N/A
----------
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:
Percentage Aggregate
of Total Account
Receivables Balance
(a) 35 - 64 days: 1.90% 732,093,611.92
------- -----------------
(b) 65 - 94 days: 0.95% 366,084,637.45
------- -----------------
(c) 95 - 124 days: 0.68% 263,407,724.00
------- -----------------
(d) 125 - 154 days: 0.56% 214,895,461.00
------- -----------------
(e) 155 or more days: 0.91% 350,326,600.52
------- -----------------
Total 5.00% 1,926,808,034.89
------- -----------------
4. Investor Default Amount
(a) The Aggregate Investor Default Amount
for the related Monthly Period $3,814,971.97
-----------------
(b) The Class A Investor Default Amount
for the related Monthly Period $3,242,726.05
-----------------
(c) The Class B Investor Default Amount
for the related Monthly Period $286,122.96
-----------------
(d) The Collateral Default Amount for
the related Monthly Period $286,122.96
-----------------
5. Investor Charge Offs
(a) The aggregate amount of Class A
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(b) The aggregate amount of Class A
Investor Charge Offs set forth in
5 (a) above per $1,000 of original
certificate principal amount $ 0.000000
-----------------
(c) The aggregate amount of Class B
Investor Charge Offs for the related
Monthly Period $ 0.00
-----------------
(d) The aggregate amount of Class B
Investor Charge Offs set forth in
5 (c) above per $1,000 of original
certificate principal amount $ 0.000000
-----------------
(e) The aggregate amount of Collateral
Charge Offs for the related Monthly
Period $ 0.00
-----------------
(f) The aggregate amount of Collateral
Charge Offs set forth in 5 (e) above
per $1,000 of original certificate
principal amount $ 0.000000
-----------------
(g) The aggregate amount of Class A
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.000000
-----------------
(i) The aggregate amount of Class B
Investor Charge Offs reimbursed on
the Transfer Date immediately pre-
ceding this Distribution Date $ 0.00
-----------------
(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 $ 0.000000
-----------------
(k) The aggregate amount of Collateral
Charge Offs reimbursed on the Transfer
Date immediately preceding this
Distribution Date $ 0.00
-----------------
(l) The aggregate amount of Collateral
Charge Offs set forth in 5 (k) above
per $1,000 original certificate
principal amount reimbursed on the
Transfer Date immediately preceding
this Distribution Date $ 0.000000
-----------------
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 $796,875.00
-----------------
(b) The amount of the Class B Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $70,312.50
-----------------
(c) The amount of the Collateral Servicing
Fee payable by the Trust to the
Servicer for the related Monthly
Period $70,312.50
-----------------
(d) The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $562,500.00
-----------------
7. Reallocations
(a) The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(b) The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
-----------------
(c) The Collateral Interest as of the
close of business on this Distribution
Date $67,500,000.00
-----------------
(d) The Class B Investor Interest as of the
close of business on this Distribution
Date $67,500,000.00
-----------------
(e) The Class B Adjusted Investor Interest as
of the close of business on this Distribution
Date $67,500,000.00
-----------------
8. Principal Funding Account
(a) The principal amount on deposit in
the Principal Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $ 0.00
-----------------
(b) The Accumulation Shortfall with
respect to the related Monthly
Period $ 0.00
-----------------
(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 $ 0.00
- ------------------
(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 $ 0.00
-----------------
(e) The amount of all or a portion of the
Reserve Draw Amount deposited in the
FinanceCharge Account on the
related Transfer Date from the
Reserve Account $ 0.00
-----------------
(1) The Reserve Draw Amount deposited
in the FinanceCharge Account to be
treated as Class A Available Funds $ 0.00
-----------------
(2) The Reserve Draw Amount deposited
in the FinanceCharge Account to be
treated as Class B Available Funds $ 0.00
-----------------
(f) Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
-----------------
9. Interest Funding Account
(a) The aggregate amount on deposit in
the Interest Funding Account on
the related Transfer Date (after taking
into account deposits on such date
but prior to withdrawals) $3,869,823.44
-----------------
(b) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class A Certificates
on the related Transfer Date $3,548,059.38
-----------------
(c) The aggregate amount deposited into
the Interest Funding Account with
respect to the Class B Certificates
on the related Transfer Date $321,764.06
-----------------
(d) The Interest Funding Investment
Proceeds deposited in the Finance
Charge Account on the related
Transfer Date $ 0.00
-----------------
10. Available Funds
(a) The amount of Class A Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $11,685,950.45
-----------------
(b) The amount of Class B Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $1,031,113.31
-----------------
(c) The amount of Collateral Available
Funds on deposit in the Finance Charge
Account on the related Transfer Date $1,031,113.31
-----------------
11. 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, allocated
in respect of the Class A Certificates $12,164,075.45
-----------------
(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 $1,073,300.81
-----------------
(c) The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $1,073,300.81
-----------------
12. Portfolio Yield
(a) The Portfolio Yield for the related
Monthly Period 13.99%
--------
(b) The Portfolio Adjusted Yield 4.98%
--------
E. Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination - 5.68750%
----------
Collateral Interest determination - 5.64063%
----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:___________________________
Name: Bruce Crescenzo
Title: Vice President
1997-N
CLASS A CUSI262TDC4Exhibit 20.32
CLASS B CUSIP 55262TDD2
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1998-A
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to the
Distribution Date of September 15, 1998, and with respect to the performance
of the trust during the month of August, 1998 is set forth below.
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 to
Certificateholders (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1.The amount of distribution in respect of
Class A Monthly Principal$0.000000
------------------
2.The amount of distribution in respect of
Class B Monthly Principal$0.000000
------------------
3.The amount of distribution in respect of
Collateral Monthly Principal$0.000000
------------------
4.The amount of distribution in respect of
Class A Monthly Interest$4.632452
------------------
5.The amount of distribution in respect of
Class A Deficiency Amounts$0.000000
------------------
6.The amount of distribution in respect of
Class A Additional Interest$0.000000
------------------
7.The amount of distribution in respect of
Class B Monthly Interest$4.753285
------------------
8.The amount of distribution in respect of
Class B Deficiency Amount$ 0.000000
------------------
9.The amount of distribution in respect of
Class B Additional Interest$0.000000
------------------
10.The amount of distribution in respect of
Collateral Monthly Interest$5.316997
------------------
11.The amount of distribution in respect of any
accrued and unpaid Collateral Monthly Interest$0.000000
------------------
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 $83,091,819.81
------------------
(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 $7,331,632.90
------------------
(c)The aggregate amount of Collections of
Principal Receivables processed during the
related Monthly Period which were allocated
in respect of the Collateral Interest $7,331,632.90
------------------
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 $37,775,682,964.86
------------------
(b)The amount of Principal Receivables in the
Trust represented by the Investor Interest
of Series 1998-A as of the end of the day on
the last day of the related Monthly Period $750,000,000.00
------------------
(c)The amount of Principal Receivables in the
Trust represented by the Adjusted Investor
Interest of Series 1998-A as of the end of
the day on the last day of the related
Monthly Period $750,000,000.00
------------------
(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 $637,500,000.00
------------------
(e)The amount of Principal Receivables in the
Trust represented by the Class A Adjusted
Investor Interest as of the end of the day
on the last day of the related Monthly Period$637,500,000.00
------------------
(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 $56,250,000.00
------------------
(g)The amount of Principal Receivables in the
Trust represented by the Class B Adjusted
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
------------------
(h)The amount of Principal Receivables in the
Trust represented by the Collateral Interest
as of the end of the day on the last day of
the related Monthly period $56,250,000.00
------------------
(i)The Floating Investor Percentage with
respect to the period:
August 1, 1998 through August 31, 1998 1.99%
(j)The Class A Floating Allocation with
respect to the related Monthly Period0.850000
- ----------
(k)The Class B Floating Allocation with
respect to the related Monthly Period0.075000
- ----------
(l)The Collateral Floating Allocation with
respect to the related Monthly Period0.075000
- ----------
(m)The Fixed Investor Percentage with
respect to the related Monthly PeriodN/A
- ----------
(n)The Class A Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
(o)The Class B Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
(p)The Collateral Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
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:
PercentageAggregate
of TotalAccount
ReceivablesBalance
(a) 35 - 64 days:1.90%732,093,611.92
- ------------------------
(b) 65 - 94 days:0.95%366,084,637.45
- ------------------------
(c) 95 - 124 days:0.68%263,407,724.00
- ------------------------
(d)125 - 154 days:0.56%214,895,461.00
- ------------------------
(e)155 or more days:0.91%350,326,600.52
- ------------------------
Total5.00%1,926,808,034.89
- ------------------------
4.Investor Default Amount
(a)The Aggregate Investor Default Amount for
the related Monthly Period $3,179,143.28
------------------
(b)The Class A Investor Default Amount for
the related Monthly Period $2,702,271.66
------------------
(c)The Class B Investor Default Amount for
the related Monthly Period $238,435.81
------------------
(d)The Collateral Default Amount for the
related Monthly Period $238,435.81
------------------
5.Investor Charge Offs
(a)The aggregate amount of Class A Investor
Charge Offs for the related Monthly Period$ 0.00
------------------
(b)The aggregate amount of Class A Investor
Charge Offs set forth in 5 (a) above per
$1,000 of original certificate principal
amount$ 0.00
------------------
(c)The aggregate amount of Class B Investor
Charge Offs for the related Monthly Period $ 0.00
------------------
(d)The aggregate amount of Class B Investor
Charge Offs set forth in 5 (c) above per
$1,000 of original certificate principal
amount $ 0.00
------------------
(e)The aggregate amount of Collateral Charge
Offs for the related Monthly Period $ 0.00
------------------
(f)The aggregate amount of Collateral Charge
Offs set forth in 5 (e) above per $1,000
of original certificate principal amount $ 0.00
------------------
(g)The aggregate amount of Class A Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date$ 0.00
------------------
(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 $ 0.00
------------------
(i)The aggregate amount of Class B Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date $ 0.00
------------------
(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 $ 0.00
------------------
(k)The aggregate amount of Collateral Charge
Offs reimbursed on the Transfer Date
immediately preceding this Distribution
Date $ 0.00
------------------
(l)The aggregate amount of Collateral Charge
Offs set forth in 5 (k) above per $1,000
original certificate principal amount
reimbursed on the Transfer Date immediately
preceding this Distribution Date$ 0.00
------------------
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$664,062.50
------------------
(b)The amount of the Class B Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period $58,593.75
------------------
(c)The amount of the Collateral Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period$58,593.75
------------------
(d)The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
------------------
7.Reallocations
(a)The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(b)The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(c)The Collateral Interest as of the close
of business on this Distribution
Date $56,250,000.00
------------------
(d)The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
------------------
(e)The Class B Adjusted Investor Interest
as of the close of business on this
Distribution Date $56,250,000.00
------------------
8.Principal Funding Account
(a)The principal amount on deposit in the
Principal Funding Account on the related
Transfer Date (after taking into account
deposits on such date but prior to
withdrawals) $ 0.00
------------------
(b)The Accumulation Shortfall with respect
to the related Monthly Period$ 0.00
------------------
(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 $ 0.00
------------------
(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 $ 0.00
------------------
(e)The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
------------------
(1)The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
------------------
(2)The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
------------------
(f)Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
------------------
9.Available Funds
(a)The amount of Class A Available Funds on
deposit in the Finance Charge Account on
the related Transfer Date $9,738,291.93
------------------
(b)The amount of Class B Available Funds on
deposit in the Finance Charge Account on
the related Transfer Date $859,261.33
------------------
(c)The amount of Collateral Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
------------------
10.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, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and allocated in respect of the Class A
Certificates $10,136,729.43
------------------
(b)The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and which were allocated in respect of
the Class B Certificates $894,417.58
------------------
(c)The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
------------------
11.Portfolio Yield
(a)The Portfolio Yield for the related
Monthly Period 13.99%
- --------
(b)The Portfolio Adjusted Yield 4.95%
- --------
C.Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination -5.64063%
- -----------
Collateral Interest determination - 5.64063%
- -----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1998-A
CLASS A CUSI262TDF7Exhibit 20.33
CLASS B CUSIP 55262TDG5
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1998-C
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to the
Distribution Date of September 15, 1998, and with respect to the performance
of the trust during the month of August, 1998 is set forth below.
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 to
Certificateholders (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1.The amount of distribution in respect of
Class A Monthly Principal$0.000000
------------------
2.The amount of distribution in respect of
Class B Monthly Principal$0.000000
------------------
3.The amount of distribution in respect of
Collateral Monthly Principal$0.000000
------------------
4.The amount of distribution in respect of
Class A Monthly Interest$4.608285
------------------
5.The amount of distribution in respect of
Class A Deficiency Amounts$0.000000
------------------
6.The amount of distribution in respect of
Class A Additional Interest$0.000000
------------------
7.The amount of distribution in respect of
Class B Monthly Interest$4.745230
------------------
8.The amount of distribution in respect of
Class B Deficiency Amount$ 0.000000
------------------
9.The amount of distribution in respect of
Class B Additional Interest$0.000000
------------------
10.The amount of distribution in respect of
Collateral Minimum Monthly Interest$5.291667
------------------
11.The amount of distribution in respect of any
accrued and unpaid Collateral Minimum Monthly
Interest$0.000000
------------------
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 $83,091,819.81
------------------
(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 $7,331,632.90
------------------
(c)The aggregate amount of Collections of
Principal Receivables processed during the
related Monthly Period which were allocated
in respect of the Collateral Interest $7,331,632.90
------------------
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 $37,775,682,964.86
------------------
(b)The amount of Principal Receivables in the
Trust represented by the Investor Interest
of Series 1998-C as of the end of the day on
the last day of the related Monthly Period $750,000,000.00
------------------
(c)The amount of Principal Receivables in the
Trust represented by the Adjusted Investor
Interest of Series 1998-C as of the end of
the day on the last day of the related
Monthly Period $750,000,000.00
------------------
(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 $637,500,000.00
------------------
(e)The amount of Principal Receivables in the
Trust represented by the Class A Adjusted
Investor Interest as of the end of the day
on the last day of the related Monthly Period$637,500,000.00
------------------
(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 $56,250,000.00
------------------
(g)The amount of Principal Receivables in the
Trust represented by the Class B Adjusted
Interest as of the end of the day on the
last day of the related Monthly period $56,250,000.00
------------------
(h)The amount of Principal Receivables in the
Trust represented by the Collateral Interest
Amount as of the end of the day on the last
day of the related Monthly period $56,250,000.00
------------------
(i)The amount of Principal Receivables in the
Trust represented by the Collateral Interest
Adjusted Amount as of the end of the day on
the last day of the related Monthly period$56,250,000.00
------------------
(j)The Floating Investor Percentage with
respect to the period:
(k)The Class A Floating Allocation with
respect to the related Monthly Period0.850000
- ----------
(l)The Class B Floating Allocation with
respect to the related Monthly Period0.075000
- ----------
(m)The Collateral Floating Allocation with
respect to the related Monthly Period0.075000
- ----------
(n)The Fixed Investor Percentage with
respect to the related Monthly PeriodN/A
- ----------
(o)The Class A Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
(p)The Class B Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
(q)The Collateral Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
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:
PercentageAggregate
of TotalAccount
ReceivablesBalance
(a) 35 - 64 days:1.90%732,093,611.92
- ------------------------
(b) 65 - 94 days:0.95%366,084,637.45
- ------------------------
(c) 95 - 124 days:0.68%263,407,724.00
- ------------------------
(d)125 - 154 days:0.56%214,895,461.00
- ------------------------
(e)155 or more days:0.91%350,326,600.52
- ------------------------
Total5.00%1,926,808,034.89
- ------------------------
4.Investor Default Amount
(a)The Aggregate Investor Default Amount for
the related Monthly Period $3,179,143.28
------------------
(b)The Class A Investor Default Amount for
the related Monthly Period $2,702,271.66
------------------
(c)The Class B Investor Default Amount for
the related Monthly Period $238,435.81
------------------
(d)The Collateral Default Amount for the
related Monthly Period $238,435.81
------------------
5.Investor Charge Offs
(a)The aggregate amount of Class A Investor
Charge Offs for the related Monthly Period$ 0.00
------------------
(b)The aggregate amount of Class A Investor
Charge Offs set forth in 5 (a) above per
$1,000 of original certificate principal
amount$ 0.00
------------------
(c)The aggregate amount of Class B Investor
Charge Offs for the related Monthly Period $ 0.00
------------------
(d)The aggregate amount of Class B Investor
Charge Offs set forth in 5 (c) above per
$1,000 of original certificate principal
amount $ 0.00
------------------
(e)The aggregate amount of Collateral Charge
Offs for the related Monthly Period $ 0.00
------------------
(f)The aggregate amount of Collateral Charge
Offs set forth in 5 (e) above per $1,000
of original certificate principal amount $ 0.00
------------------
(g)The aggregate amount of Class A Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date$ 0.00
------------------
(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 $ 0.00
------------------
(i)The aggregate amount of Class B Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date $ 0.00
------------------
(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 $ 0.00
------------------
(k)The aggregate amount of Collateral Charge
Offs reimbursed on the Transfer Date
immediately preceding this Distribution
Date $ 0.00
------------------
(l)The aggregate amount of Collateral Charge
Offs set forth in 5 (k) above per $1,000
original certificate principal amount
reimbursed on the Transfer Date immediately
preceding this Distribution Date$ 0.00
------------------
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$664,062.50
------------------
(b)The amount of the Class B Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period $58,593.75
------------------
(c)The amount of the Collateral Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period$58,593.75
------------------
(d)The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $468,750.00
------------------
7.Reallocations
(a)The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(b)The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(c)The Collateral Interest Amount as of the
close of business on this Distribution
Date $56,250,000.00
------------------
(d)The Collateral Interest Adjusted Amount
as of the close of business on the
Distribution Date$56,250,000.00
- ------------------
(e)The Class B Investor Interest as of the
close of business on this Distribution
Date $56,250,000.00
------------------
(f)The Class B Adjusted Investor Interest
as of the close of business on this
Distribution Date $56,250,000.00
------------------
8.Principal Funding Account
(a)The principal amount on deposit in the
Principal Funding Account on the related
Transfer Date (after taking into account
deposits on such date but prior to
withdrawals) $ 0.00
------------------
(b)The Accumulation Shortfall with respect
to the related Monthly Period$ 0.00
------------------
(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 $ 0.00
------------------
(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 $ 0.00
------------------
(e)The amount of all or a portion of the
Reserve Draw Amount deposited in the
Finance Charge Account on the related
Transfer Date from the Reserve Account $ 0.00
------------------
(1)The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
------------------
(2)The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
------------------
(f)Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
------------------
9.Available Funds
(a)The amount of Class A Available Funds on
deposit in the Finance Charge Account on
the related Transfer Date $9,738,291.93
------------------
(b)The amount of Class B Available Funds on
deposit in the Finance Charge Account on
the related Transfer Date $859,261.33
------------------
(c)The amount of Collateral Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $859,261.33
------------------
10.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, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and allocated in respect of the Class A
Certificates $10,136,729.43
------------------
(b)The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and which were allocated in respect of
the Class B Certificates $894,417.58
------------------
(c)The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $894,417.58
------------------
11.Portfolio Yield
(a)The Portfolio Yield for the related
Monthly Period 13.99%
- --------
(b)The Portfolio Adjusted Yield N/A
- --------
C.Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A and Class B determination -5.64063%
- -----------
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
Bruce Crescenzo
By:________________________
Name: Bruce Crescenzo
Title: Vice President
1998-C
CLASS A CUS262TDH3Exhibit 20.34
CLASS B CUSIP55262TDJ9
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
SERIES 1998-D
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II
____________________________________________
MONTHLY PERIOD ENDING AUGUST 31, 1998
____________________________________________
The information which is required to be prepared with respect to the
Distribution Date of September 15, 1998, and with respect to the performance
of the trust during the month of August, 1998 is set forth below.
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 to
Certificateholders (Stated on the Basis of $1,000 Original Certificate
Principal Amount).
1.The amount of distribution in respect of
Class A Monthly Principal$0.000000
------------------
2.The amount of distribution in respect of
Class B Monthly Principal$0.000000
------------------
3.The amount of distribution in respect of
Collateral Monthly Principal$0.000000
------------------
4.The amount of distribution in respect of
Class A Monthly Interest$7.250000
------------------
5.The amount of distribution in respect of
Class A Deficiency Amounts$0.000000
------------------
6.The amount of distribution in respect of
Class A Additional Interest$0.000000
------------------
7.The amount of distribution in respect of
Class B Monthly Interest$7.698355
------------------
8.The amount of distribution in respect of
Class B Deficiency Amount$ 0.000000
------------------
9.The amount of distribution in respect of
Class B Additional Interest$0.000000
------------------
10.The amount of distribution in respect of
Collateral Minimum Monthly Interest$7.875000
------------------
11.The amount of distribution in respect of any
accrued and unpaid Collateral Minimum Monthly
Interest$0.000000
------------------
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 $66,611,282.98
------------------
(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 $5,889,837.88
------------------
(c)The aggregate amount of Collections of
Principal Receivables processed during the
related Monthly Period which were allocated
in respect of the Collateral Interest $5,889,837.88
------------------
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 $37,775,682,964.86
------------------
(b)The amount of Principal Receivables in the
Trust represented by the Investor Interest
of Series 1998-D as of the end of the day on
the last day of the related Monthly Period $559,000,000.00
------------------
(c)The amount of Principal Receivables in the
Trust represented by the Adjusted Investor
Interest of Series 1998-D as of the end of
the day on the last day of the related
Monthly Period $559,000,000.00
------------------
(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 $475,000,000.00
------------------
(e)The amount of Principal Receivables in the
Trust represented by the Class A Adjusted
Investor Interest as of the end of the day
on the last day of the related Monthly Period$475,000,000.00
------------------
(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 $42,000,000.00
------------------
(g)The amount of Principal Receivables in the
Trust represented by the Class B Adjusted
Interest as of the end of the day on the
last day of the related Monthly period $42,000,000.00
------------------
(h)The amount of Principal Receivables in the
Trust represented by the Collateral Interest
Amount as of the end of the day on the last
day of the related Monthly period $42,000,000.00
------------------
(i)The amount of Principal Receivables in the
Trust represented by the Collateral Interest
Adjusted Amount as of the end of the day on
the last day of the related Monthly period$42,000,000.00
------------------
(j)The Floating Investor Percentage with
respect to the period:
July 30, 1998 through July 31, 1998 1.48%
August 1, 1998 through August 31, 1998 1.48%
(k)The Class A Floating Allocation with
respect to the related Monthly Period0.85
- ----------
(l)The Class B Floating Allocation with
respect to the related Monthly Period0.075
- ----------
(m)The Collateral Floating Allocation with
respect to the related Monthly Period0.075
- ----------
(n)The Fixed Investor Percentage with
respect to the related Monthly PeriodN/A
- ----------
(o)The Class A Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
(p)The Class B Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
(q)The Collateral Fixed Allocation with
respect to the related Monthly PeriodN/A
- ----------
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:
PercentageAggregate
of TotalAccount
ReceivablesBalance
(a) 35 - 64 days:1.90%732,093,611.92
- ------------------------
(b) 65 - 94 days:0.95%366,084,637.45
- ------------------------
(c) 95 - 124 days:0.68%263,407,724.00
- ------------------------
(d)125 - 154 days:0.56%214,895,461.00
- ------------------------
(e)155 or more days:0.91%350,326,600.52
- ------------------------
Total5.00%1,926,808,034.89
- ------------------------
4.Investor Default Amount
(a)The Aggregate Investor Default Amount for
the related Monthly Period $2,399,928.06
------------------
(b)The Class A Investor Default Amount for
the related Monthly Period $2,039,294.98
------------------
(c)The Class B Investor Default Amount for
the related Monthly Period $180,316.54
------------------
(d)The Collateral Default Amount for the
related Monthly Period $180,316.54
------------------
5.Investor Charge Offs
(a)The aggregate amount of Class A Investor
Charge Offs for the related Monthly Period$ 0.00
------------------
(b)The aggregate amount of Class A Investor
Charge Offs set forth in 5 (a) above per
$1,000 of original certificate principal
amount$ 0.00
------------------
(c)The aggregate amount of Class B Investor
Charge Offs for the related Monthly Period $ 0.00
------------------
(d)The aggregate amount of Class B Investor
Charge Offs set forth in 5 (c) above per
$1,000 of original certificate principal
amount $ 0.00
------------------
(e)The aggregate amount of Collateral Charge
Offs for the related Monthly Period $ 0.00
------------------
(f)The aggregate amount of Collateral Charge
Offs set forth in 5 (e) above per $1,000
of original certificate principal amount $ 0.00
------------------
(g)The aggregate amount of Class A Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date$ 0.00
------------------
(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 $ 0.00
------------------
(i)The aggregate amount of Class B Investor
Charge Offs reimbursed on the Transfer Date
immediately preceding this Distribution Date $ 0.00
------------------
(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 $ 0.00
------------------
(k)The aggregate amount of Collateral Charge
Offs reimbursed on the Transfer Date
immediately preceding this Distribution
Date $ 0.00
------------------
(l)The aggregate amount of Collateral Charge
Offs set forth in 5 (k) above per $1,000
original certificate principal amount
reimbursed on the Transfer Date immediately
preceding this Distribution Date$ 0.00
------------------
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$511,284.73
------------------
(b)The amount of the Class B Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period $45,208.33
------------------
(c)The amount of the Collateral Servicing Fee
payable by the Trust to the Servicer for
the related Monthly Period$45,208.33
------------------
(d)The amount of Servicer Interchange payable
by the Trust to the Servicer for the
related Monthly Period $361,020.83
------------------
7.Reallocations
(a)The amount of Reallocated Collateral
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(b)The amount of Reallocated Class B
Principal Collections with respect to
this Distribution Date $ 0.00
------------------
(c)The Collateral Interest Amount as of the
close of business on this Distribution
Date $42,000,000.00
------------------
(d)The Collateral Interest Adjusted Amount
as of the close of business on the
Distribution Date$42,000,000.00
- ------------------
(e)The Class B Investor Interest as of the
close of business on this Distribution
Date $42,000,000.00
------------------
(f)The Class B Adjusted Investor Interest
as of the close of business on this
Distribution Date $42,000,000.00
------------------
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, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account,
amounts, if any, withdrawn from the Swap Reserve
Fund and the Net Swap Receipt, if any,
allocated in respect of the Class A
Certificates $8,111,533.99
------------------
(b)The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period, any Principal
Funding Investment Proceeds and amounts
if any withdrawn from the Reserve Account
and which were allocated in respect of
the Class B Certificates $717,230.07
------------------
(c)The aggregate amount of Collections of
Finance Charge Receivables and Annual
Membership Fees processed during the
related Monthly Period which were
allocated in respect of the Collateral
Interest $717,230.07
------------------
9. Principal Funding Account
(a)The principal amount on deposit in the
Principal Funding Account on the related
Transfer Date (after taking into account
deposits on such date but prior to
withdrawals) $ 0.00
------------------
(b)The Accumulation Shortfall with respect
to the related Monthly Period$ 0.00
------------------
(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 $ 0.00
------------------
(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 $ 0.00
------------------
10.Reserve Account
(a)The Reserve Draw Amount on the related
Transfer Date $ 0.00
------------------
(b)The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class A Available Funds $ 0.00
------------------
(c)The Reserve Draw Amount deposited
in the Finance Charge Account to be
treated as Class B Available Funds $ 0.00
------------------
(d)Interest Earnings on funds on deposit
in the Reserve Account deposited in the
Finance Charge Account on the related
Transfer Date $ 0.00
------------------
11.Swap Reserve Fund
(a) The Swap Reserve Draw Amount on the
related Transfer Date$ 0.00
------------------
(b) The amount of the Swap Reserve Draw
Amount deposited in the Finance Charge
Account on the related Transfer Date to be
treated as Class A Available Funds$ 0.00
------------------
12. Swap Cash Flows
(a) The amount of the Net Swap Receipt for the
related Transfer Date$ 0.00
------------------
(b) The amount of the Net Swap Payment for the
related Transfer Date$75,104.10
------------------
13.Available Funds
(a)The amount of Class A Available Funds on
deposit in the Finance Charge Account on
the related Transfer Date $7,804,763.16
------------------
(b)The amount of Class B Available Funds on
deposit in the Finance Charge Account on
the related Transfer Date $690,105.07
------------------
(c)The amount of Collateral Available Funds
on deposit in the Finance Charge Account
on the related Transfer Date $690,105.07
------------------
14.Portfolio Yield
(a)The Portfolio Yield for the related
Monthly Period 14.85%
- --------
(b)The Portfolio Adjusted Yield N/A
- --------
C.Floating Rate Determinations
LIBOR rates for the related Interest Period:
Class A determination:
July 30, 1998 through September 14, 19985.6875%
- -----------
Class B determination:
July 30, 1998 through August 16, 19985.65625%
- -----------
August 17, 1998 through September 14, 19985.64063%
- -----------
D. Information Regarding the Status of the Interest Rate Swap and the Swap
Counterparty
1.Has the Interest Reserve Account been established?No
2.Has the Interest Reserve Account been funded?No
3.The aggregate amount of funds withdrawn from the
Interest Reserve Account, if any$0.00
------------------
4.How any funds withdrawn from the Interest Reserve
Account were utilized
N/A
5.Has the Interest Rate Swap been terminated?No
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
David Martini
By:________________________
Name: David Martini
Title: Vice President
1998-D
Exhibit 99.1
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-A
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 9/15/99
Blended Coupon 5.8948%
Excess Protection Level
3 Month Average 5.36%
August, 1998 6.29%
July, 1998 5.12%
June, 1998 4.66%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.70%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $ 37,775,682,964.86
Investor Participation Amount $ 760,000,000.00
Seller Participation Amount $ 4,395,888,446.37
Exhibit 99.2
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-B
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 9/15/99
Blended Coupon 5.46275%
Excess Protection Level
3 Month Average 5.39%
August, 1998 6.32%
July, 1998 5.14%
June, 1998 4.69%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.67%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $ 37,775,682,964.86
Investor Participation Amount $ 1,000,000,000.00
Seller Participation Amount $ 4,395,888,446.37
Exhibit 99.3
MBNA MASTER CREDIT CARD TRUST II SERIES 1994-C
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 11/15/01
Blended Coupon 5.9764%
Excess Protection Level
3 Month Average 5.28%
August, 1998 6.21%
July, 1998 5.03%
June, 1998 4.58%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.78%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $ 37,775,682,964.86
Investor Participation Amount $ 1,000,000,000.00
Seller Participation Amount $ 4,395,888,446.37
Exhibit 99.4
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-A
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 9/15/04
Blended Coupon 5.9588%
Excess Protection Level
3 Month Average 5.29%
August, 1998 6.23%
July, 1998 5.04%
June, 1998 4.59%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.76%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $575,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.5
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-B
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 06/15/00
Blended Coupon 5.8399%
Excess Protection Level
3 Month Average 5.41%
August, 1998 6.34%
July, 1998 5.17%
June, 1998 4.70%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.65%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.6
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-C
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 7/15/05
Blended Coupon 6.4249%
Excess Protection Level
3 Month Average 5.36%
August, 1998 6.30%
July, 1998 5.12%
June, 1998 4.66%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.69%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $575,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.7
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-D
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 7/17/00
Blended Coupon 6.0558%
Excess Protection Level
3 Month Average 5.49%
August, 1998 6.42%
July, 1998 5.26%
June, 1998 4.78%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.57%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.8
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-E
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 09/16/2002
Blended Coupon 5.8976%
Excess Protection Level
3 Month Average 5.35%
August, 1998 6.29%
July, 1998 5.10%
June, 1998 4.65%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.70%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.9
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-F
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 09/15/00
Blended Coupon 6.5771%
Excess Protection Level
3 Month Average 4.80%
August, 1998 5.42%
July, 1998 5.00%
June, 1998 3.98%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 8.57%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.10
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-I
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 11/15/00
Blended Coupon 5.8359%
Excess Protection Level
3 Month Average 5.41%
August, 1998 6.35%
July, 1998 5.17%
June, 1998 4.71%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.64%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.11
MBNA MASTER CREDIT CARD TRUST II SERIES 1995-J
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 12/16/02
Blended Coupon 5.9075%
Excess Protection Level
3 Month Average 5.34%
August, 1998 6.28%
July, 1998 5.09%
June, 1998 4.64%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.71%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.12
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-A
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 3/17/03
Blended Coupon 5.8776%
Excess Protection Level
3 Month Average 5.37%
August, 1998 6.31%
July, 1998 5.13%
June, 1998 4.67%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.68%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $700,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.13
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-B
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 4/17/06
Blended Coupon 5.9459%
Excess Protection Level
3 Month Average 5.30%
August, 1998 6.24%
July, 1998 5.05%
June, 1998 4.60%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.75%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.14
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-C
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 4/16/01
Blended Coupon 5.8185%
Excess Protection Level
3 Month Average 5.43%
August, 1998 6.37%
July, 1998 5.19%
June, 1998 4.72%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.62%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.15
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-D
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 05/15/01
Blended Coupon 5.8236%
Excess Protection Level
3 Month Average 5.43%
August, 1998 6.36%
July, 1998 5.19%
June, 1998 4.72%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.63%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.16
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-E
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 06/16/03
Blended Coupon 5.8503%
Excess Protection Level
3 Month Average 5.40%
August, 1998 6.33%
July, 1998 5.16%
June, 1998 4.69%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.66%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.17
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-G
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 8/15/06
Blended Coupon 5.8749%
Excess Protection Level
3 Month Average 5.36%
August, 1998 6.28%
July, 1998 5.16%
June, 1998 4.64%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.71%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $500,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.18
MBNA MASTER CREDIT CARD TRUST II
SERIES 1996-H
KEY PERFORMANCE FACTORS
AUGUST, 1998
Expected B Maturity 09/17/01
Blended Coupon 5.8256%
Excess Protection Level
3 Month Average 5.45%
August, 1998 6.33%
July, 1998 5.29%
June, 1998 4.73%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.66%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $ 37,775,682,964.86
Investor Participation Amount $ 1,200,000,000.00
Seller Participation Amount $ 4,395,888,446.37
Exhibit 99.19
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-J
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 10/15/03
Blended Coupon 5.8364%
Excess Protection Level
3 Month Average 5.40%
August, 1998 6.32%
July, 1998 5.20%
June, 1998 4.68%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.67%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $4,395,888,446.3
Exhibit 99.20
MBNA MASTER CREDIT CARD TRUST II SERIES 1996-K
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 11/17/03
Blended Coupon 5.8224%
Excess Protection Level
3 Month Average 5.42%
August, 1998 6.33%
July, 1998 5.22%
June, 1998 4.69%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.66%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.21
MBNA MASTER CREDIT CARD TRUST II
SERIES 1996-L
KEY PERFORMANCE FACTORS
AUGUST, 1998
Expected B Maturity 12/15/99
Blended Coupon 5.7641%
Excess Protection Level
3 Month Average 5.52%
August, 1998 6.39%
July, 1998 5.36%
June, 1998 4.79%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.60%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $ 37,775,682,964.86
Investor Participation Amount $ 500,000,000.00
Seller Participation Amount $ 4,395,888,446.37
Exhibit 99.22
MBNA MASTER CREDIT CARD TRUST II
SERIES 1996-M
KEY PERFORMANCE FACTORS
AUGUST, 1998
Expected B Maturity 12/15/06
Blended Coupon 5.8759%
Excess Protection Level
3 Month Average 5.40%
August, 1998 6.28%
July, 1998 5.24%
June, 1998 4.68%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.71%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $ 37,775,682,964.86
Investor Participation Amount $ 500,000,000.00
Seller Participation Amount $ 4,395,888,446.37
Exhibit 99.23
MBNA MASTER CREDIT CARD TRUST II SERIES 1997-B
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 3/15/12
Blended Coupon 5.8741%
Excess Protection Level
3 Month Average 5.37%
August, 1998 6.31%
July, 1998 5.13%
June, 1998 4.67%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.68%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $1,000,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.24
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-C
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 3/15/04
Blended Coupon 5.8016%
Excess Protection Level
3 Month Average 5.44%
August, 1998 6.35%
July, 1998 5.24%
June, 1998 4.71%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.64%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.25
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-E
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 4/15/02
Blended Coupon 5.8082%
Excess Protection Level
3 Month Average 5.48%
August, 1998 6.37%
July, 1998 5.25%
June, 1998 4.81%
Cash Yield 19.11%
Investor Charge Offs 5.09%
Base Rate 7.65%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.26
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-F
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 6/17/02
Blended Coupon 6.5179%
Excess Protection Level
3 Month Average 5.49%
August, 1998 6.40%
July, 1998 5.30%
June, 1998 4.77%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.59%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $706,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.27
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-I
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 8/16/04
Blended Coupon 6.4838%
Excess Protection Level
3 Month Average 5.46%
August, 1998 6.37%
July, 1998 5.26%
June, 1998 4.73%
Cash Yield19.08%
Investor Charge Offs 5.09%
Base Rate 7.62%
Over 35 Day Delinquency 5.00%
Seller's Interest11.64%
Total Payment Rate14.21%
Total Principal Balance$37,775,682,964.86
Investor Participation Amount$750,000,000.00
Seller Participation Amount$4,395,888,446.37
Exhibit 99.28
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-J
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 9/15/04
Blended Coupon 5.8120%
Excess Protection Level
3 Month Average 5.43%
August, 1998 6.34%
July, 1998 5.23%
June, 1998 4.70%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.65%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.29
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-K
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 11/15/2005
Blended Coupon 5.8191%
Excess Protection Level
3 Month Average 5.42%
August, 1998 6.33%
July, 1998 5.23%
June, 1998 4.70%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.66%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.30
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-M
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 10/15/02
Blended Coupon 5.8352%
Excess Protection Level
3 Month Average 5.45%
August, 1998 6.35%
July, 1998 5.22%
June, 1998 4.78%
Cash Yield 19.11%
Investor Charge Offs 5.09%
Base Rate 7.67%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $750,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.31
MBNA MASTER CREDIT CARD TRUST II
SERIES 1997-N
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 11/15/00
Blended Coupon 5.7960%
Excess Protection Level
3 Month Average 5.48%
August, 1998 6.36%
July, 1998 5.32%
June, 1998 4.76%
Cash Yield 19.08%
Investor Charge Offs 5.09%
Base Rate 7.63%
Over 35 Day Delinquency 5.00%
Seller's Interest 11.64%
Total Payment Rate 14.21%
Total Principal Balance $37,775,682,964.86
Investor Participation Amount $900,000,000.00
Seller Participation Amount $4,395,888,446.37
Exhibit 99.32
MBNA MASTER CREDIT CARD TRUST II
SERIES 1998-A
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 3/17/2003
Blended Coupon 5.7937%
Excess Protection Level
3 Month Average 5.45%
August, 1998 6.36%
July, 1998 5.25%
June, 1998 4.72%
Cash Yield19.08%
Investor Charge Offs 5.09%
Base Rate 7.63%
Over 35 Day Delinquency 5.00%
Seller's Interest11.64%
Total Payment Rate14.21%
Total Principal Balance$37,775,682,964.86
Investor Participation Amount$750,000,000.00
Seller Participation Amount$4,395,888,446.37
Exhibit 99.33
MBNA MASTER CREDIT CARD TRUST II
SERIES 1998-C
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 6/16/2003
Blended Coupon 5.7806%
Excess Protection Level
3 Month Average 4.74%
August, 1998 6.39%
July, 1998 3.09%
June, 1998 N/A
Cash Yield19.08%
Investor Charge Offs 5.09%
Base Rate 7.60%
Over 35 Day Delinquency 5.00%
Seller's Interest11.64%
Total Payment Rate14.21%
Total Principal Balance$37,775,682,964.86
Investor Participation Amount$750,000,000.00
Seller Participation Amount$4,395,888,446.37
Exhibit 99.34
MBNA MASTER CREDIT CARD TRUST II
SERIES 1998-D
KEY PERFORMANCE FACTORS
August 31, 1998
Expected B Maturity 7/15/2003
Blended Coupon 5.8448%
Excess Protection Level
3 Month Average 4.18%
August, 1998 4.18%
July, 1998 N/A
June, 1998 N/A
Cash Yield19.83%
Investor Charge Offs 4.99%
Base Rate10.67%
Over 35 Day Delinquency 5.00%
Seller's Interest11.64%
Total Payment Rate14.21%
Total Principal Balance$37,775,682,964.86
Investor Participation Amount$559,000,000.00
Seller Participation Amount$4,395,888,446.37
* For purposes of calculating the Base Rate and Excess Protection Level, a
Coupon of 8.67% (31/360) was used. The Base Rate was calculated using a 31
day monthly period, 7/30/98-8/31/98.
EXHIBIT 4.1
MBNA AMERICA BANK, NATIONAL ASSOCIATION
Seller and Servicer
and
THE BANK OF NEW YORK
Trustee
on behalf of the Series 1998-D Certificateholders
________________________________________
SERIES 1998-D SUPPLEMENT
Dated as of July 30, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of August 4, 1994
_______________________________________
MBNA MASTER CREDIT CARD TRUST II
SERIES 1998-D
The Trailer/Page Number is formatted using tables. Please be certain
to follow the same.
SERIES 1998-D SUPPLEMENT, dated as of July 30, 1998 (this
"Series Supplement"), by and between MBNA AMERICA BANK, NATIONAL
ASSOCIATION, a national banking association, as Seller and Servicer,
and THE BANK OF NEW YORK, as Trustee under the Pooling and Servicing
Agreement dated as of August 4, 1994 between MBNA America Bank,
National Association and the Trustee (as amended, the "Agreement").
Section 6.09 of the Agreement provides, among other things,
that the Seller and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing
the delivery by the Trustee to the Seller for the execution and
redelivery to the Trustee for authentication of one or more Series of
Certificates.
Pursuant to this Series Supplement, the Seller and the
Trust shall create a new Series of Investor Certificates and shall
specify the Principal Terms thereof.
SECTION 1. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued in two classes pursuant to
the Agreement and this Series Supplement and to be known together as
the "Series 1998-D Certificates." The two classes shall be designated
the Class A 5.80% Asset Backed Certificates, Series 1998-D (the "Class
A Certificates") and the Class B Floating Rate Asset Backed
Certificates, Series 1998-D (the "Class B Certificates"). The Class A
Certificates and the Class B Certificates shall be substantially in the
form of Exhibits A-1 and A-2 hereto, respectively. In addition, there
is hereby created a third Class of an uncertificated interest in the
Trust which shall be deemed to be an "Investor Certificate" for all
purposes under the Agreement and this Series Supplement, except as
expressly provided herein, and which shall be known as the Collateral
Interest, Series 1998-D (the "Collateral Interest").
(b) Series 1998-D shall be included in Group One (as
defined below). Series 1998-D shall not be subordinated to any other
Series.
(c) The Collateral Interest Holder, as holder of an
"Investor Certificate" under the Agreement, shall be entitled to the
benefits of the Agreement and this Series Supplement upon payment by
the Collateral Interest Holder of amounts owing on the Closing Date as
agreed to by the Seller and the Collateral Interest Holder.
Notwithstanding the foregoing, except as expressly provided herein, (i)
the provisions of Article VI and Article XII of the Agreement relating
to the registration, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates and the opinion
described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the
definition of Tax Opinion in Section 1.01 of the Agreement shall not be
applicable to the Collateral Interest, and (ii) the provisions of
Section 3.07 of the Agreement shall not apply to cause the Collateral
Interest to be treated as debt for federal, state and local income and
franchise tax purposes, but rather the Seller intends and, together
with the Collateral Interest Holder, agrees to treat the Collateral
Interest for federal, state and local income and franchise tax purposes
as representing an equity interest in the assets of the Trust.
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 1998-D) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
outstanding Series which are not allocating Shared Principal
Collections to other Series and are in their revolving periods;
provided, however, that this definition may be changed at any time if
the Rating Agency Condition is satisfied.
"Accumulation Period Length" shall have the meaning
assigned such term in subsection 4.09(j).
"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 Collateral Interest,
respectively, for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to
any date of determination, an amount equal to the sum of (a) the Class
A Adjusted Investor Interest and (b) the Class B Adjusted Investor
Interest and (c) the Collateral Interest Adjusted Amount.
"Assignee" shall have the meaning specified in subsection
19(a).
"Aggregate Investor Default Amount" shall mean, with
respect to any Monthly Period, the sum of the Investor Default Amounts
in respect of such Monthly Period.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor
Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which
pursuant to Section 4.12 are required to fund the Class A Required
Amount and the Class B Required Amount, plus (c) the amount of Shared
Principal Collections with respect to Group One that are allocated to
Series 1998-D 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.
"Available Swap Reserve Fund Amount" shall mean, with
respect to any Transfer Date, the lesser of (a) the amount on deposit
in the Swap Reserve Fund on such date (after taking into account any
interest and earnings retained in the Swap Reserve Fund pursuant to
subsection 4.16(b) on such date), and (b) the Required Swap Reserve
Fund Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Minimum Monthly Interest, and the Net
Swap Payment, if any, each for the related Interest Period, less the
Net Swap Receipt, if any, deposited in the Finance Charge Account for
such Interest Period, and the Certificateholder Servicing Fee and the
Servicer Interchange, each with respect to such Monthly Period, and the
denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period.
"Certificateholder Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Class A Account Percentage" shall mean, with respect to
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class A Monthly Principal as of the
Record Date preceding the related Transfer Date and the denominator of
which is the aggregate amount on deposit in the Principal Funding
Account with respect to Class A Monthly Principal and Class B Monthly
Principal as of the Record Date preceding the related Transfer Date.
"Class A Additional Interest" shall have the meaning
specified in subsection 4.06(a).
"Class A Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class A
Investor Interest minus the funds on deposit in the Principal Funding
Account (in an amount not to exceed the Class A Investor Interest) on
such date of determination.
"Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) an amount equal to the
product of (i) the Class A Account Percentage and (ii) the Principal
Funding Investment Proceeds, if any, with respect to the related
Transfer Date, (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), (d) the Net Swap Receipt, if
any, deposited in the Finance Charge Account with respect to such
Monthly Period and previously due but not paid Net Swap Receipts, if
any, deposited in the Finance Charge Account with respect to such
Monthly Period, (e) amounts, if any, to be withdrawn from the Swap
Reserve Fund which will be deposited into the Finance Charge Account on
the related Transfer Date pursuant to subsection 4.16(d), and (f)
amounts, if any, to be withdrawn from the Interest Reserve Account and
deposited into the Finance Charge Account on the related Transfer Date
pursuant to subsection 4.20(c).
"Class A Certificate Rate" shall mean 5.80% per annum,
calculated on the basis of a 360-day year consisting of twelve 30-day
months.
"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 $475,000,000.
"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, the
Rapid Accumulation Period or the Rapid Amortization Period, the Class A
Fixed Allocation.
"Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(a).
"Class A Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and
(b) the Class A Floating Allocation applicable for the related Monthly
Period.
"Class A Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date and minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs
pursuant to subsection 4.10(a) over Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.11(b) prior to such date of
determination; provided, however, that the Class A Investor Interest
may not be reduced below zero.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a).
"Class A Monthly Principal" shall mean the monthly
principal distributable in respect of the Class A Certificates as
calculated in accordance with subsection 4.07(a).
"Class A Required Amount" shall have the meaning specified
in subsection 4.08(a).
"Class A Servicing Fee" shall have the meaning specified
in subsection 3(a) of this Series Supplement.
"Class B Account Percentage" shall mean, with respect to
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class B Monthly Principal as of the
Record Date preceding the related Transfer Date and the denominator of
which is the aggregate amount on deposit in the Principal Funding
Account with respect to Class A Monthly Principal and Class B Monthly
Principal as of the Record Date preceding the related Transfer Date.
"Class B Additional Interest" shall have the meaning
specified in subsection 4.06(b).
"Class B Adjusted Investor Interest" shall mean, with
respect to any date of determination, an amount equal to the Class B
Investor Interest minus the excess, if any, of the Principal Funding
Account Balance over the Class A Investor Interest on such date of
determination (such excess not to exceed the Class B Investor
Interest).
"Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class B Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange, (b) an amount equal to the
product of (i) the Class B Account Percentage and (ii) the Principal
Funding Investment Proceeds, 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 but excluding August 17, 1998 and from and including August 17,
1998 through but excluding September 15, 1998, and with respect to each
Interest Period thereafter, a per annum rate equal to 0.25% 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 $42,000,000.
"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, the
Rapid Accumulation Period or the Rapid Amortization Period, the Class B
Fixed Allocation.
"Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.10(b).
"Class B Investor Default Amount" shall mean, with respect
to each Transfer Date, an amount equal to the product of (a) the
Aggregate Investor Default Amount for the related Monthly Period and
(b) the Class B Floating Allocation applicable for the related Monthly
Period.
"Class B Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Transfer Dates
pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated
Class B Principal Collections allocated pursuant to subsection 4.12(a)
on all prior Transfer Dates for which the Collateral Interest Amount
has not been reduced, minus (e) an amount equal to the amount by which
the Class B Investor Interest has been reduced on all prior Transfer
Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount
of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(d) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Investor Interest may not be reduced below
zero.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b).
"Class B Monthly Principal" shall mean the monthly
principal distributable in respect of the Class B Certificates as
calculated in accordance with subsection 4.07(b).
"Class B Required Amount" shall have the meaning specified
in subsection 4.08(b).
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof.
"Closing Date" shall mean July 30, 1998.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Allocation" shall mean with respect to any
Monthly Period, (a) with respect to Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving
Period, the Collateral Floating Allocation, and (b) with respect to
Principal Receivables during the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, the
Collateral Fixed Allocation.
"Collateral Available Funds" shall mean, with respect to
any Monthly Period, an amount equal to the Collateral Floating
Allocation of the Collections of Finance Charge Receivables and amounts
with respect to Annual Membership Fees allocated to the Investor
Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 4.03(a) and Section 2.08
of the Agreement and subsection 3(b) of this Series Supplement),
excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.
"Collateral Charge-Offs" shall have the meaning specified
in subsection 4.10(c).
"Collateral Default Amount" shall mean, with respect to any
Transfer Date, an amount equal to the product of (a) the Aggregate
Investor Default Amount for the related Monthly Period and (b) the
Collateral Floating Allocation applicable for the related Monthly
Period.
"Collateral Fixed Allocation" shall mean with respect to
any Monthly Period following the Revolving Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction,
the numerator of which is the Collateral Interest Amount as of the
close of business on the last day of the Revolving Period and the
denominator of which is equal to the Investor Interest as of the close
of business on the last day of the Revolving Period.
"Collateral Floating Allocation" shall mean, with respect
to any Monthly Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Interest Adjusted Amount as of the close of business on the
last day of the preceding Monthly Period and the denominator of which
is equal to the Adjusted Investor Interest as of the close of business
on such day; provided, however, that, with respect to the first Monthly
Period, the Collateral Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Collateral
Interest Initial Amount and the denominator of which is the Initial
Investor Interest.
"Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive (i)
to the extent necessary to make the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of
Collections allocable thereto under the Agreement and this Series
Supplement, funds on deposit in the Collection Account allocable
thereto pursuant to the Agreement and this Series Supplement, and funds
on deposit in 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 (ii)
amounts available for payment to the Collateral Interest Holder
pursuant to subsection 4.11(j) and Sections 4.15, 4.16 and 4.19.
"Collateral Interest Adjusted Amount" shall mean, with
respect to any date of determination, an amount equal to the Collateral
Interest Amount 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 (such excess
not to exceed the Collateral Interest Amount).
"Collateral Interest Amount" shall mean, an amount equal to
(a) the Collateral Interest Initial Amount, minus (b) the aggregate
amount of principal payments made to the Collateral Interest Holder
prior to such date, minus (c) the aggregate amount of Collateral
Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(c), minus (d) the amount of Reallocated Principal Collections
allocated pursuant to subsections 4.12(a) and (b) on all prior Transfer
Dates, minus (e) an amount equal to the amount by which the Collateral
Interest Amount has been reduced on all prior Transfer Dates pursuant
to subsections 4.10(a) and (b), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(h) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided
further, however, that the Collateral Interest Amount may not be
reduced below zero.
"Collateral Interest Holder" shall mean the entity so
designated in writing by the Seller to the Trustee.
"Collateral Interest Initial Amount" shall mean
$42,000,000.
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof.
"Collateral Minimum Monthly Interest" shall mean the
monthly interest distributable in respect of the Collateral Interest
Amount as calculated in accordance with subsection 4.06(c).
"Collateral Minimum Rate" shall mean, for any Interest
Period, the rate specified in the Transfer Agreement; provided,
however, that the Collateral Minimum Rate shall not exceed a rate of
8.00% per annum.
"Collateral Monthly Principal" shall mean the monthly
principal distributable in respect of the Collateral Interest Amount as
calculated in accordance with subsection 4.07(c).
"Controlled Accumulation Amount" shall mean for any
Transfer Date with respect to the Controlled Accumulation Period,
$46,583,333.33; provided, however, that if the Accumulation Period
Length is determined to be less than 12 months pursuant to subsection
4.09(j), 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 June 30, 2002 or such later date as is
determined in accordance with subsection 4.09(j) and ending on the
first to occur of (a) a Pay Out Commencement Date and (b) the Series
1998-D 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 the Controlled Accumulation Period
or the Rapid Accumulation Period and the first Transfer Date with
respect to the Rapid Amortization Period, equal to the sum of (a) the
product of (i) a fraction, the numerator of which is the actual number
of days in the related Interest Period, or, in the event the Interest
Rate Swap has been terminated, the numerator of which is 30, and, in
either case, the denominator of which is 360, times (ii) the Swap
Floating Rate, or, in the event the Interest Rate Swap has been
terminated, the Class A Certificate Rate, in either case, in effect
with respect to such Interest Period, times (iii) the aggregate amount
on deposit in the Principal Funding Account with respect to Class A
Monthly Principal as of the Record Date preceding such Transfer Date,
plus (b) the product of (i) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the
denominator of which is 360, times (ii) the Class B Certificate Rate in
effect with respect to such Interest Period times (iii) the aggregate
amount on deposit in the Principal Funding Account with respect to
Class B Monthly Principal as of the Record Date preceding such Transfer
Date.
"Credit Enhancement" shall mean (a) with respect to the
Class A Certificates, the subordination of the Class B Certificates and
the Collateral Interest, and (b) with respect to the Class B
Certificates, the subordination of the Collateral Interest.
"Credit Enhancement Provider" shall mean the Collateral
Interest Holder.
"Cumulative Series Principal Shortfall" shall mean the sum
of the Series Principal Shortfalls (as such term is defined in each of
the related Series Supplements) for each Series in Group One.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Group One Monthly Principal Payment
for the Monthly Period relating to such date over the month to date
amount of Collections processed in respect of Principal Receivables for
such Monthly Period allocable to investor certificates of all
outstanding Series in Group One, not subject to reallocation, which are
on deposit or to be deposited in the Principal Account on such date.
"Distribution Date" shall mean September 15, 1998 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 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)(v), 4.09(b)(iii) and
4.09(c)(ii).
"Fitch" shall mean Fitch IBCA, Inc. or its successors.
"Fixed Amount" shall mean, for any Transfer Date, an amount
equal to the fixed amount payable by the Swap Counterparty to the Trust
for such date pursuant to the Interest Rate Swap.
"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 Amount" shall mean, for any Transfer Date, an
amount equal to the floating amount payable by the Trust to the Swap
Counterparty for such date pursuant to the Interest Rate Swap.
"Floating Investor Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Investor Interest as of the close of
business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, the Initial Investor Interest) and
the denominator of which is the greater of (a) the aggregate amount of
Principal Receivables as of the close of business on the last day of
the preceding Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables in the Trust as of the close of business on the day
immediately preceding the Closing Date and with respect to the second
calendar month in the first Monthly Period, the aggregate amount of
Principal Receivables as of the close of business on the last day of
the first calendar month in the first Monthly Period), and (b) the sum
of the numerators used to calculate the Investor Percentages (as such
term is defined in the Agreement) for allocations with respect to
Finance Charge Receivables, Default Amounts or Principal Receivables,
as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs or in which a Removal Date
occurs on which, if any Series has been paid in full, Principal
Receivables in an aggregate amount approximately equal to the initial
investor interest of such Series are removed from the Trust, the
denominator determined pursuant to clause (a) hereof shall be (i) the
aggregate amount of Principal Receivables in the Trust as of the close
of business on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the
aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date,
for the period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period.
"Group One" shall mean Series 1998-D 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 1998-D) 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 $559,000,000.
"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.
"Interest Rate Swap" shall mean the ISDA Master Agreement,
together with the Schedule thereto, each dated as of the Closing Date
between the Trustee on behalf of the Trust and the Swap Counterparty,
as such Interest Rate Swap may be amended, modified or replaced.
"Interest Reserve Account" shall have the meaning specified
in subsection 4.19(g).
"Interest Reserve Account Event" shall have the meaning
specified in subsection 4.19(g).
"Investment Letter" shall have the meaning specified in
subsection 19(b).
"Investor Certificateholder" shall mean (a) with respect to
the Class A Certificates, the holder of record of a Class A
Certificate, (b) with respect to the Class B Certificates, the holder
of record of a Class B Certificate and (c) with respect to the
Collateral Interest, the Collateral Interest Holder.
"Investor Certificates" shall mean the Class A
Certificates, the Class B Certificates and the Collateral Interest.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of
(a) the Default Amount and (b) the Floating Investor Percentage on the
day such Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to the sum of (a) the Class A Investor
Interest, (b) the Class B Investor Interest and (c) the Collateral
Interest Amount, 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, the Rapid
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),
4.05(c)(ii) or 4.05(d)(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)(iv) 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(e).
"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 4.17.
"LIBOR Determination Date" shall mean, July 28, 1998 for
the period from the Closing Date through but excluding August 17, 1998,
August 13, 1998 for the period from and including August 17, 1998
through but excluding September 15, 1998, 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, (c)
the Collateral Minimum Monthly Interest and any previously due and the
unpaid Collateral Minimum Monthly Interest, and (d) the Net Swap
Payment, if any, and previously due but not paid Net Swap Payments, 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 August 31, 1998.
"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.
"Net Swap Payment" shall mean, for any Transfer Date, (a)
if the netting provisions of subsection 2(c)(ii) of the Interest Rate
Swap apply, the amount by which the Floating Amount for such date
exceeds the Fixed Amount for such date, and (b) otherwise, an amount
equal to the Floating Amount for such date.
"Net Swap Receipt" shall mean, for any Transfer Date, (a)
if the netting provisions of subsection 2(c)(ii) of the Interest Rate
Swap apply, the amount by which the Fixed Amount for such date exceeds
the Floating Amount for such date, and (b) otherwise, an amount equal
to the Fixed Amount for such date.
"Notional Amount" shall mean the Notional Amount as defined
in the Interest Rate Swap.
"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 1998-D Pay Out Event is deemed to occur pursuant to Section 9
hereof.
"Permitted Assignee" shall mean any Person who, if it were
the Collateral Interest Holder or holder of an interest in the Trust,
as applicable, would not cause the Trust to be taxable as a publicly
traded partnership for federal income tax purposes.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, commencing on and including the December 1998 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, (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, (c) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the
Transfer Date related to such Monthly Period, (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, (e) the amount of the Swap Reserve Draw Amount
(up to the Available Swap Reserve Fund Amount) deposited into the
Finance Charge Account on the Transfer Date relating to such Monthly
Period, and (f) any amount deposited to the Finance Charge Account from
the Interest Reserve Account on the related Transfer Date pursuant to
Section 4.20, 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.
"Prospectus" shall mean the prospectus and the prospectus
supplement as filed with the Securities and Exchange Commission under
Rule 424(b) of the Securities Act relating to the Series 1998-D
Certificates.
"Rapid Accumulation Period" shall mean, unless the Interest
Rate Swap has been terminated or an Interest Reserve Account Event has
occurred, the period commencing on a Series 1998-D Pay Out Event and
continuing to the earlier of (a) the commencement of the Rapid
Amortization Period and (b) the Scheduled Payment Date.
"Rapid Amortization Period" shall mean the Amortization
Period commencing on the earlier of the day on which either (a) a Trust
Pay Out Event occurs or (b) (i) a Series 1998-D Pay Out Event occurs or
has occurred and (ii) either the Interest Rate Swap is or has been
terminated or an Interest Reserve Account Event occurs or has occurred
and ending on the earlier to occur of (a) the Series 1998-D Termination
Date and (b) the termination of the Trust pursuant to Section 12.01.
"Rating Agency" shall mean Moody's and Standard & Poor's.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Seller, the Servicer and the
Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of
any outstanding Series or class of a Series with respect to which it is
a Rating Agency.
"Reallocated Class B Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsection 4.12(a) in an amount not to
exceed the product of (a) the Class B Investor Allocation with respect
to the Monthly Period relating to such Transfer Date and (b) the
Investor Percentage with respect to the Monthly Period relating to such
Transfer Date and (c) the amount of Collections of Principal
Receivables with respect to the Monthly Period relating to such
Transfer Date; provided, however, that such amount shall not exceed the
Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for such Transfer Date.
"Reallocated Collateral Principal Collections" shall mean,
with respect to any Transfer Date, Collections of Principal Receivables
applied in accordance with subsections 4.12(a) and (b) in an amount not
to exceed the product of (a) the Collateral Allocation with respect to
the Monthly Period relating to such Transfer Date and (b) the Investor
Percentage with respect to the Monthly Period relating to such Transfer
Date and (c) the amount of Collections of Principal Receivables with
respect to the Monthly Period relating to such Transfer Date; provided,
however, that such amount shall not exceed the Collateral Interest
Amount after giving effect to any Collateral Charge-Offs for such
Transfer Date.
"Reallocated Principal Collections" shall mean the sum of
(a) Reallocated Class B Principal Collections and (b) Reallocated
Collateral Principal Collections.
"Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest
monthly principal payment rate on the Accounts, expressed as a decimal,
for the 12 months preceding the date of such calculation; provided,
however, that this definition may be changed at any time if the Rating
Agency Condition is satisfied.
"Required Interest Reserve Amount" shall have the meaning
specified in subsection 4.19(g).
"Required Reserve Account Amount" shall mean, with respect
to any Transfer Date on or after the Reserve Account Funding Date, an
amount equal to (a) 0.5% of the outstanding principal balance of the
Class A Certificates or (b) any other amount designated by the Seller;
provided, however, that if such designation is of a lesser amount, the
Seller shall (i) provide the Servicer, the Collateral Interest Holder
and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to
occur with respect to Series 1998-D.
"Required Swap Reserve Fund Amount" shall have the meaning
specified in the Supplemental Swap Letter.
"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 mean, with respect to each
Transfer Date relating to the Controlled Accumulation Period or the
earlier of (a) the first Transfer Date relating to the Rapid
Accumulation Period and (b) the first Transfer Date relating to the
Rapid Amortization Period, the amount, if any, by which the Principal
Funding Investment Proceeds for such Transfer Date are less than the
Covered Amount determined as of such Transfer Date.
"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 July 2003
Distribution Date.
"Series 1998-D" shall mean the Series of the MBNA Master
Credit Card Trust II represented by the Investor Certificates.
"Series 1998-D Certificateholders" shall mean the holder of
record of a Series 1998-D Certificate.
"Series 1998-D Certificates" shall mean the Class A
Certificates and the Class B Certificates.
"Series 1998-D Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 1998-D Termination Date" shall mean the earliest to
occur of (a) the Distribution Date on which the Investor Interest is
paid in full, (b) the December 2005 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 relating to the Rapid Accumulation Period or 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 $361,020.83.
"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.
"Supplemental Swap Letter" shall mean that certain letter
agreement designated as the Supplemental Swap Letter, dated as of the
Closing Date, between the Seller, the Trustee and the Swap
Counterparty.
"Swap Counterparty" shall have the meaning specified in the
Interest Rate Swap.
"Swap Fixed Rate" shall mean for any applicable Interest
Period, the fixed rate specified in the Interest Rate Swap.
"Swap Floating Rate" shall mean for any applicable Interest
Period, the floating rate specified in the Interest Rate Swap.
"Swap Reserve Draw Amount" shall have the meaning specified
in subsection 4.16(c).
"Swap Reserve Fund" shall have the meaning specified in
subsection 4.16(a).
"Swap Reserve Fund Surplus" shall mean, as of any Transfer
Date, the amount, if any, by which the amount on deposit in the Swap
Reserve Fund exceeds the Required Swap Reserve Fund Amount.
"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).
"Transfer" shall have the meaning specified in subsection
19(a).
"Transfer Agreement" shall mean the agreement among MBNA
and the Collateral Interest Holder, dated as of the Closing Date, as
amended or modified from time to time, relating to the transfer of the
Collateral Interest.
"Unallocated Principal Collections" shall have the meaning
specified in subsection 4.05(e).
SECTION 3. Servicing Compensation and Assignment of
Interchange. (a) The share of the Servicing Fee allocable to Series
1998-D 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 $962,722.22. 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 $361,020.83. 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 $511,284.73.
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
$45,208.33. The share of the Investor Servicing Fee allocable to the
Collateral Interest Amount with respect to any Transfer Date (the
"Collateral Interest Servicing Fee," and together with the Class A
Servicing Fee and the Class B Servicing Fee, the "Certificateholder
Servicing Fee") shall be equal to one-twelfth of the product of (i) the
Collateral Floating Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Collateral Interest Servicing
Fee shall be equal to $45,208.33. 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)(iii) and 4.11(a). The Class B
Servicing Fee shall be payable solely to the extent amounts are
available for distribution in respect thereof pursuant to subsections
4.09(b)(ii) and 4.11(c). The Collateral Interest Servicing Fee shall
be payable solely to the extent amounts are available for distribution
in respect thereof pursuant to subsection 4.11(f) or, if applicable,
subsection 4.09(c)(i).
(b) On or before each Transfer Date, the Seller shall
notify the Servicer of the amount of Interchange to be included as
Collections of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as
determined pursuant to this subsection 3(b). Such amount of
Interchange shall be equal to the product of (i) the total amount of
Interchange paid or payable to the Seller with respect to such Monthly
Period, (ii) a fraction the numerator of which is the aggregate amount
of cardholder charges for goods and services in the Accounts with
respect to such Monthly Period and the denominator of which is the
aggregate amount of cardholder charges for goods and services in all
MasterCard and VISA consumer revolving credit card accounts owned by
the Seller with respect to such Monthly Period and (iii) the Investor
Percentage with regard to Finance Charge Receivables. On each Transfer
Date, the Seller shall pay to the Servicer, and the Servicer shall
deposit into the Finance Charge Account, in immediately available
funds, the amount of Interchange to be so included as Collections of
Finance Charge Receivables allocable to the Investor Certificates with
respect to the preceding Monthly Period. The Seller hereby assigns,
sets-over, conveys, pledges and grants a security interest and lien to
the Trustee for the benefit of the Investor Certificateholders in
Interchange and the proceeds of Interchange, as set forth in this
subsection 3(b). In connection with the foregoing grant of a security
interest, this Series Supplement shall constitute a security agreement
under applicable law. To the extent that a Supplement for a related
Series, other than Series 1998-D, assigns, sets-over, conveys, pledges
or grants a security interest in Interchange allocable to the Trust,
all Investor Certificates of any such Series (except as otherwise
specified in any such Supplement) and the Investor Certificates shall
rank pari passu and be equally and ratably entitled as provided herein
to the benefits of such Interchange without preference or priority on
account of the actual time or times of authentication and delivery, all
in accordance with the terms and provisions of this Series Supplement
and other related Supplements.
SECTION 4. Reassignment and Transfer Terms. The Investor
Certificates shall be subject to retransfer to the Seller at its
option, in accordance with the terms specified in subsection 12.02(a),
on any Distribution Date on or after the Distribution Date on which the
Investor Interest is reduced to an amount less than or equal to 5% of
the Initial Investor Interest. The deposit required in connection with
any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the
Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which
the repurchase occurs.
SECTION 5. Delivery and Payment for the Certificates. The
Seller shall execute and deliver the Series 1998-D 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. Form of Delivery of the Certificates;
Depository; Denominations.
(a) The Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.01 and 6.10 of the Agreement.
(b) The Depository for the Certificates shall be The
Depository Trust Company, and the Certificates shall be initially
registered in the name of Cede & Co., its nominee.
SECTION 7. Article IV of Agreement. Sections 4.01, 4.02
and 4.03 shall be read in their entirety as provided in the Agreement.
Article IV (except for Sections 4.01, 4.02 and 4.03 thereof) shall be
read in its entirety as follows and shall be applicable only to the
Investor Certificates:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder. The Investor Certificates shall represent
undivided interests in the Trust, consisting of the right to receive,
to the extent necessary to make the required payments with respect to
such Investor Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account,
the Principal Funding Account, the Reserve Account, the Interest
Reserve Account and the Distribution Account. The Collateral Interest
shall be subordinate to the Class A Certificates and the Class B
Certificates. The Class B Certificates shall be subordinate to the
Class A Certificates. The Seller Interest shall not represent any
interest in the Collection Account, the Finance Charge Account, the
Principal Account, the Principal Funding Account, the Reserve Account,
the Interest 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
Interest and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Allocate to the Investor Certificateholders the product
of (y) the Investor Percentage on the Date of Processing of such
Collections and (z) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing, and of
that allocation, deposit in the Finance Charge Account an amount
equal to either (I) (A) prior to the date on which the amount of
Monthly Interest with respect to the related Interest Period is
determined by the Servicer, an amount equal to the product of (1)
the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections of
Finance Charge Receivables on such Date of Processing, and (B) at
all other times, the difference between (1) the Monthly Interest
with respect to the immediately following Transfer Date (plus, if
the Seller is not the Servicer, the Certificateholder Servicing
Fee for such Transfer Date plus the amount of any
Certificateholder Servicing Fee due but not paid to the Servicer
on any prior Transfer Date) and (2) the amounts previously
deposited in the Finance Charge Account with respect to the
current Monthly Period pursuant to this subsection 4.05(a)(i) or
(II) the amount of Collections of Finance Charge Receivables
allocated to the Investor Certificateholders on such Date of
Processing pursuant to this subsection 4.05(a)(i); provided, that
if a deposit pursuant to subsection 4.05(a)(i)(I) is made on any
Date of Processing, on the related Transfer Date, the Servicer
shall withdraw from the Collection Account and deposit into the
Finance Charge Account an amount equal to the amount of
Collections of Finance Charge Receivables that have been
allocated to the Investor Certificateholders during the related
Monthly Period but not previously deposited in the Finance Charge
Account. Funds deposited into the Finance Charge Account
pursuant to this subsection 4.05(a)(i) shall be applied in
accordance with Section 4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(d).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Interest 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 Interest 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 Interest 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(e); provided further, that in no
event shall the amount payable to the Holder of the Seller
Interest 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 Interest and pay or deposit from the Collection
Account the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) Deposit into the Principal Account an amount equal to
the product of (A) the Collateral Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iii) Deposit into the Principal Account an amount equal to
the product of (A) the Class B Investor Allocation on the Date of
Processing of such Collections, (B) the Investor Percentage on
the Date of Processing of such Collections and (C) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing to be applied first in
accordance with Section 4.12 and then in accordance with
subsection 4.09(e).
(iv) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Class A Investor Allocation on the Date
of Processing of such Collections, (2) the Investor Percentage on
the Date of Processing of such Collections and (3) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this
subsection 4.05(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Seller Interest 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 Interest 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 Interest 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(e); provided further, that in no
event shall the amount payable to the Holder of the Seller
Interest 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 Accumulation Period.
During the Rapid 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 and pay
or deposit from the Collection Account the following amounts as set
forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of
Processing of such Collections and (B) the aggregate amount of
Collections processed in respect of Finance Charge Receivables on
such Date of Processing to be applied in accordance with Section
4.09.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of
Processing of such Collections and (2) the aggregate amount of
Collections processed in respect of Principal Receivables on such
Date of Processing; provided, however, that the amount deposited
into the Principal Account pursuant to this subsection
4.05(c)(ii)(A) shall not exceed the sum of the Adjusted Investor
Interest as of the close of business on the last day of the prior
Monthly Period (after taking into account any payments to be made
on the Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the Investor
Interest to be made on the Transfer Date relating to such Monthly
Period) and any Reallocated Principal Collections relating to the
Monthly Period in which such deposit is made and (B) pay to the
Holder of the Seller Interest 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
Interest 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 Interest 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(e); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.05(c)(ii)(B)
be greater than the Seller Interest on such Date of Processing.
(d) 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(d)(ii)(A) shall not exceed the sum of the Adjusted Investor
Interest as of the close of business on the last day of the prior
Monthly Period (after taking into account any payments to be made
on the Distribution Date relating to such prior Monthly Period
and deposits and any adjustments to be made to the Investor
Interest to be made on the Transfer Date relating to such Monthly
Period) and any Reallocated Principal Collections relating to the
Monthly Period in which such deposit is made and (B) pay to the
Holder of the Seller Interest 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
Interest pursuant to this subsection 4.05(d)(ii)(B) with respect
to any Date of Processing shall be paid to the Holder of the
Seller Interest 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(e); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.05(d)(ii)(B)
be greater than the Seller Interest on such Date of Processing.
(e) Unallocated Principal Collections. Any Collections in
respect of Principal Receivables or Finance Charge Receivables not
allocated and paid to the Holder of the Seller Interest because of the
limitations contained in subsections 4.05(a)(iv)(B), 4.05(b)(iv)(B),
4.05(c)(ii)(B) and 4.05(d)(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, the Rapid
Accumulation Period or the Rapid Amortization Period shall be paid to
the Holder of the Seller Interest 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, the Rapid 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), 4.05(c) and 4.05(d), with respect to any Monthly Period (i)
the Servicer will only be required to deposit Collections from the
Collection Account into the Finance Charge Account or the Principal
Account up to the required amount to be deposited into any such deposit
account or, without duplication, distributed on or prior to the related
Distribution Date to the Investor Certificateholders and (ii) if at any
time prior to such Distribution Date the amount of Collections
deposited in the Collection Account exceeds the amount required to be
deposited pursuant to clause (i) above, the Servicer will be permitted
to withdraw the excess from the Collection Account.
SECTION 4.06 Determination of Monthly Interest.
(a) The amount of monthly interest distributable with
respect to the Class A Certificates shall be an amount equal to one-
twelfth of the product of (i) the Class A Certificate Rate 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 with respect
to the first Distribution Date, Class A Monthly Interest will be equal
to interest accrued on the initial outstanding principal balance of the
Class A Certificates at the Class A Certificate Rate from the Closing
Date through and including September 14, 1998; provided further, 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 one-twelfth of the product of (A) the sum of the Class
A Certificate Rate 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. Class A Monthly
Interest shall be calculated on the basis of a 360-day year consisting
of twelve 30-day months.
(b) The amount of monthly interest distributable with
respect to the Class B Certificates shall be an amount equal to the
product of (i)(A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of
which is 360, times (B) the Class B Certificate Rate in effect with
respect to the related Interest Period, times (ii) the outstanding
principal balance of the Class B Certificates determined as of the
Record Date preceding the related Transfer Date (the "Class B Monthly
Interest"); provided, however, that in addition to the Class B Monthly
Interest an amount equal to the amount of any unpaid Class B Deficiency
Amounts, as defined below, plus an amount equal to the product of (A)
(1) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times
(2) the sum of the Class B Certificate Rate in effect with respect to
the related Interest Period, plus 2% per annum, and (B) any Class B
Deficiency Amount from the prior Transfer Date, as defined below (or
the portion thereof which has not theretofore been paid to Class B
Certificateholders) (the "Class B Additional Interest") shall also be
distributable to the Class B Certificates, and on such Transfer Date
the Trustee shall deposit such funds, to the extent available, into the
Distribution Account; provided further, that the "Class B Deficiency
Amount" for any Transfer Date shall be equal to the excess, if any, of
the aggregate amount accrued pursuant to this subsection 4.06(b) as of
the prior Interest Period over the amount actually transferred to the
Distribution Account for payment of such amount.
(c) The amount of monthly interest distributable with
respect to the Collateral Interest shall be an amount equal to one
twelfth of the product of (i) the Collateral Minimum Rate, times (ii)
the Collateral Interest Initial Amount less the aggregate amount
distributed to the Collateral Interest Holder with respect to the
Collateral Monthly Principal for all prior Transfer Dates (the
"Collateral Minimum Monthly Interest"); provided, however, that with
respect to the first Transfer Date, Collateral Minimum Monthly Interest
will include accrued interest at the Collateral Minimum Rate from and
including the Closing Date through and including September 14, 1998.
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 Accumulation Period or
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"), with respect to the
Controlled Accumulation Period or the Rapid 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 Collateral Interest on each
Transfer Date (the "Collateral Monthly Principal"), with respect to 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 Accumulation Period or
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
Class B Monthly Principal with respect to such Transfer Date) and (iii)
the Collateral Interest Adjusted Amount (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, plus (vii) the Net Swap
Payment, if any, for such Transfer Date, plus (viii) the Net Swap
Payments, if any, due but not paid on any prior Transfer Date, exceeds
the Class A Available Funds for the related Monthly Period.
(b) On or before each Transfer Date, the Servicer shall
also determine the amount (the "Class B Required Amount"), if any,
equal to the sum of (i) the amount, if any, by which the sum of (A) the
Class B Monthly Interest for such Transfer Date, plus (B) the Class B
Deficiency Amount, if any, for such Transfer Date, plus (C) the Class B
Additional Interest, if any, for such Transfer Date, plus (D) the Class
B Servicing Fee for the prior Monthly Period, plus (E) the Class B
Servicing Fee, if any, due but not paid on any prior Transfer Date,
exceeds the Class B Available Funds for the related Monthly Period,
plus (ii) the Class B Investor Default Amount, if any, for the prior
Monthly Period.
(c) In the event that the sum of the Class A Required
Amount and the Class B Required Amount for such Transfer Date is
greater than zero, the Servicer shall give written notice to the
Trustee of such positive Class A Required Amount or Class B Required
Amount on or before such Transfer Date. In the event that the Class A
Required Amount for such Transfer Date is greater than zero, all or a
portion of the Excess Spread with respect to such Transfer Date in an
amount equal to the Class A Required Amount, to the extent available,
for such Transfer Date shall be distributed from the Finance Charge
Account on such Transfer Date pursuant to subsection 4.11(a). In the
event that the Class A Required Amount for such Transfer Date exceeds
the amount of Excess Spread with respect to such Transfer Date, the
Collections of Principal Receivables allocable to the Collateral
Interest and the Collections of Principal Receivables allocable to the
Class B Certificates with respect to the prior Monthly Period shall be
applied as specified in Section 4.12. In the event that the Class B
Required Amount for such Transfer Date exceeds the amount of Excess
Spread available to fund the Class B Required Amount pursuant to
subsection 4.11(c), the Collections of Principal Receivables allocable
to the Collateral Interest (after application to the Class A Required
Amount) shall be applied as specified in Section 4.12; provided,
however, that the sum of any payments pursuant to this paragraph shall
not exceed the sum of the Class A Required Amount and the Class B
Required Amount.
SECTION 4.09 Monthly Payments. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw and
the Trustee, acting in accordance with such instructions, shall
withdraw on such Transfer Date or the related Distribution Date, as
applicable, to the extent of available funds, the amounts required to
be withdrawn from the Finance Charge Account, the Principal Account,
the Principal Funding Account and the Distribution Account as follows:
(a) An amount equal to the Class A Available Funds
deposited into the Finance Charge Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to Class A Monthly Interest for such
Transfer Date, plus the amount of any Class A Deficiency Amount
for such Transfer Date, plus the amount of any Class A Additional
Interest for such Transfer Date, shall be deposited by the
Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Net Swap Payment, if any, for
such Transfer Date, plus the amount of any Net Swap Payments
previously due but not paid to the Swap Counterparty shall be
distributed to the Swap Counterparty;
(iii) 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;
(iv) 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
(v) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.11.
(b) An amount equal to the Class B Available Funds
deposited into the Finance Charge Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the Class B Monthly Interest for
such Transfer Date, plus the amount of any Class B Deficiency
Amount for such Transfer Date, plus the amount of any Class B
Additional Interest for such Transfer Date, shall be deposited by
the Servicer or the Trustee into the Distribution Account;
(ii) an amount equal to the Class B Servicing Fee for such
Transfer Date, plus the amount of any Class B Servicing Fee due
but not paid to the Servicer on any prior Transfer Date for such
Transfer Date shall be distributed to the Servicer; and
(iii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section
4.11.
(c) An amount equal to the Collateral Available Funds
deposited into the Finance Charge Account for the related Monthly
Period will be distributed on each Transfer Date in the following
priority:
(i) if the Seller or The Bank of New York is no longer the
Servicer, an amount equal to the Collateral Interest Servicing
Fee for such Transfer Date plus the amount of any Collateral
Interest Servicing Fee due but not paid to the Servicer on any
prior Transfer Date shall be distributed to the Servicer; and
(ii) the balance, if any, shall constitute Excess Spread
and shall be allocated and distributed as set forth in Section
4.11.
(d) During the Revolving Period, an amount equal to the
Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:
(i) an amount equal to the 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 1998-D; 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 Interest;
provided, however, that the amount to be paid to the Holder of
the Seller Interest pursuant to this subsection 4.09(d)(ii) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Interest 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(e); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.09(d)(ii) be
greater than the Seller Interest on such Transfer Date.
(e) During the Controlled Accumulation Period, the Rapid
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 and the Rapid 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 and the Rapid Accumulation
Period, deposited into the Distribution Account;
(iii) after giving effect to the distributions referred to
in clauses (i) and (ii) above, an amount equal to the Collateral
Monthly Principal shall be (A) during the Controlled Accumulation
Period, deposited into the Principal Funding Account, and (B)
during the Rapid Amortization Period and the Rapid Accumulation
Period, distributed to the Collateral Interest Holder in
accordance with subsection 5.01(c);
(iv) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsections 4.09(e)(i), (ii) and (iii) above and the
denominator of which is equal to the sum of the Available
Investor Principal Collections available for sharing as specified
in the related Series Supplement for each Series in Group One and
(2) the Cumulative Series Principal Shortfall and (B) the
Available Investor Principal Collections remaining after the
application specified in subsections 4.09(e)(i), (ii) and (iii)
above, shall remain in the Principal Account to be treated as
Shared Principal Collections and applied to Series in Group One
other than this Series 1998-D; 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 Interest;
provided, however, that the amount to be paid to the Holder of
the Seller Interest pursuant to this subsection 4.09(e)(v) with
respect to such Transfer Date shall be paid to the Holder of the
Seller Interest 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(e); provided
further, that in no event shall the amount payable to the Holder
of the Seller Interest pursuant to this subsection 4.09(e)(v) be
greater than the Seller Interest on such Transfer Date.
(f) On the first Transfer Date with respect to the Rapid
Accumulation Period, the Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Principal
Funding Account and (i) deposit in the Distribution Account the amount
deposited into the Principal Funding Account pursuant to subsection
4.09(e)(ii) and (ii) pay to the Collateral Interest Holder in
accordance with subsection 5.01(c), the amount deposited into the
Principal Funding Account pursuant to subsection 4.09(e)(iii).
(g) 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, to the extent not
previously withdrawn pursuant to subsection 4.09(f), and (A) deposit in
the Distribution Account, the amount deposited into the Principal
Funding Account pursuant to subsections 4.09(e)(i) and 4.09(e)(ii) and
(B) pay to the Collateral Interest Holder in accordance with subsection
5.01(c), the amount deposited into the Principal Funding Account
pursuant to subsection 4.09(e)(iii).
(h) On each Distribution Date, the Trustee shall pay in
accordance with subsection 5.01(i) to the Class A Certificateholders
from the Distribution Account, the amount deposited into the
Distribution Account pursuant to subsection 4.09(a)(i) on the preceding
Transfer Date and (ii) to the Class B Certificateholders from the
Distribution Account, the amount deposited into the Distribution
Account pursuant to subsection 4.09(b)(i) on the preceding Transfer
Date.
(i) On the earliest to occur of (i) the first Distribution
Date with respect to the Rapid Amortization Period, (ii) the Scheduled
Payment Date and (iii) the first Distribution Date with respect to the
Rapid Accumulation Period on which the amount on deposit in the
Principal Funding Account is equal to the Class A Investor Interest,
and on each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay in accordance
with subsections 5.01(a) and 5.01(b) from the Distribution Account the
amount so deposited into the Distribution Account pursuant to
subsections 4.09(e), (f) and (g) on the related Transfer Date in the
following priority:
(i) for each Distribution Date with respect to the Rapid
Amortization Period, if any, and with respect to the Scheduled
Payment Date, an amount equal to the lesser of such amount on
deposit in the Distribution Account and the Class A Investor
Interest shall be paid to the Class A Certificateholders; and
(ii) for each Distribution Date with respect to (A) the
Rapid Accumulation Period after the date on which the amount on
deposit in the Principal Funding Account is equal to the Class A
Investor Interest, if any, and (B) the Rapid Amortization Period,
if any, and on the Scheduled Payment Date, after giving effect to
the distributions referred to in clause (i) above, if any, 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.
(j) The Controlled Accumulation Period is scheduled to
commence at the close of business on June 30, 2002; 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 June 2002 Distribution
Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole
months such that the sum of the Accumulation Period Factors for each
month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month;
provided further, however, that the determination of the Accumulation
Period Length may be changed at any time if the Rating Agency Condition
is satisfied.
SECTION 4.10 Investor Charge-Offs.
(a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer
Date, the Class A Investor Default Amount for the prior Monthly Period
exceeds the sum of the amount allocated with respect thereto pursuant
to subsection 4.09(a)(iv), subsection 4.11(a) and Section 4.12 with
respect to such Monthly Period, the Collateral Interest Amount (after
giving effect to reductions for any Collateral Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) will be
reduced by the amount of such excess, but not by more than the lesser
of the Class A Investor Default Amount and the Collateral Interest
Amount (after giving effect to reductions for any Collateral Charge-
Offs and any Reallocated Principal Collections on such Transfer Date)
for such Transfer Date. In the event that such reduction would cause
the Collateral Interest Amount to be a negative number, the Collateral
Interest Amount will be reduced to zero, and the Class B Investor
Interest (after giving effect to reductions for any Class B Investor
Charge-Offs and any Reallocated Class B Principal Collections on such
Transfer Date) will be reduced by the amount by which the Collateral
Interest Amount would have been reduced below zero. In the event that
such reduction would cause the Class B Investor Interest to be a
negative number, the Class B Investor Interest will be reduced to zero,
and the Class A Investor Interest will be reduced by the amount by
which the Class B Investor Interest would have been reduced below zero,
but not by more than the Class A Investor Default Amount for such
Transfer Date (a "Class A Investor Charge-Off"). If the Class A
Investor Interest has been reduced by the amount of any Class A
Investor Charge-Offs, it will be reimbursed on any Transfer Date (but
not by an amount in excess of the aggregate Class A Investor Charge-
Offs) by the amount of Excess Spread allocated and available for such
purpose pursuant to subsection 4.11(b).
(b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer
Date, the Class B Investor Default Amount for the prior Monthly Period
exceeds the amount of Excess Spread and Reallocated Collateral
Principal Collections which are allocated and available to fund such
amount pursuant to subsection 4.11(c) and Section 4.12, the Collateral
Interest Amount (after giving effect to reductions for any Collateral
Charge-Offs and any Reallocated Principal Collections on such Transfer
Date and any adjustments with respect thereto as described in
subsection 4.10(a) above) will be reduced by the amount of such excess
but not by more than the lesser of the Class B Investor Default Amount
and the Collateral Interest Amount (after giving effect to reductions
for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) for such Transfer
Date. In the event that such reduction would cause the Collateral
Interest Amount to be a negative number, the Collateral Interest Amount
will be reduced to zero and the Class B Investor Interest will be
reduced by the amount by which the Collateral Interest Amount would
have been reduced below zero, but not by more than the Class B Investor
Default Amount for such Transfer Date (a "Class B Investor Charge-
Off"). The Class B Investor Interest will also be reduced by the
amount of Reallocated Class B Principal Collections in excess of the
Collateral Interest Amount pursuant to Section 4.12 and the amount of
any portion of the Class B Investor Interest allocated to the Class A
Certificates to avoid a reduction in the Class A Investor Interest
pursuant to subsection 4.10(a) above. The Class B Investor Interest
will thereafter be reimbursed (but not to an amount in excess of the
unpaid principal balance of the Class B Certificates) on any Transfer
Date by the amount of Excess Spread allocated and available for that
purpose as described under subsection 4.11(d).
(c) On or before each Transfer Date, the Servicer shall
calculate the Collateral Default Amount. If on any Transfer Date, the
Collateral Default Amount for the prior Monthly Period exceeds the
amount of Excess Spread which is allocated and available to fund such
amount pursuant to subsection 4.11(g), the Collateral Interest Amount
will be reduced by the amount of such excess but not by more than the
lesser of the Collateral Default Amount and the Collateral Interest
Amount for such Transfer Date (a "Collateral Charge-Off"). The
Collateral Interest Amount will also be reduced by the amount of
Reallocated Principal Collections pursuant to Section 4.12 and the
amount of any portion of the Collateral Interest Amount allocated to
the Class A Certificates or the Class B Certificates to avoid a
reduction in the Class A Investor Interest, pursuant to subsection
4.10(a), or the Class B Investor Interest, pursuant to subsection
4.10(b), respectively. The Collateral Interest Amount will thereafter
be reimbursed on any Transfer Date by the amount of the Excess Spread
allocated and available for that purpose as described under subsection
4.11(h).
SECTION 4.11 Excess Spread. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to apply Excess
Spread with respect to the related Monthly Period to make the following
distributions on each Transfer Date in the following priority:
(a) an amount equal to the Class A Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class A
Required Amount and be applied in accordance with, and in the priority
set forth in, subsection 4.09(a);
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account on such Transfer Date;
(c) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class B
Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.09(b) and then any remaining amount
available to pay the Class B Investor Default Amount shall be treated
as a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(d) an amount equal to the aggregate amount by which the
Class B Investor Interest has been reduced below the initial Class B
Investor Interest for reasons other than the payment of principal to
the Class B Certificateholders (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed)
will be treated as a portion of Investor Principal Collections and
deposited into the Principal Account on such Transfer Date;
(e) an amount equal to the Collateral Minimum Monthly
Interest plus the amount of any past due Collateral Minimum Monthly
Interest for such Transfer Date will be paid to the Collateral Interest
Holder in accordance with subsection 5.01(c);
(f) if the Seller or The Bank of New York is the Servicer,
an amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees will be paid to the Servicer;
(g) an amount equal to the Collateral Default Amount, if
any, for the prior Monthly Period will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(h) an amount equal to the aggregate amount by which the
Collateral Interest Amount has been reduced for reasons other than the
payment of amounts with respect to the Collateral Monthly Principal
(but not in excess of the aggregate amount of such reductions which
have not been previously reimbursed) will be treated as a portion of
Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;
(i) on each Transfer Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve
Account terminates as described in Section 4.15(f), an amount up to the
excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount shall be deposited into the Reserve
Account; and
(j) the balance, if any, after giving effect to the
payments made pursuant to subparagraphs (a) through (i) above shall be
paid to the Collateral Interest Holder in accordance with subsection
5.01(c).
SECTION 4.12 Reallocated Principal Collections. On or
before each Transfer Date, the Servicer shall instruct the Trustee in
writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated
Principal Collections (applying all Reallocated Collateral Principal
Collections in accordance with subsections 4.12(a) and (b) prior to
applying any Reallocated Class B Principal Collections in accordance
with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections) with
respect to such Transfer Date, to make the following distributions on
each Transfer Date in the following priority:
(a) an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread with respect to the related Monthly Period,
shall be applied pursuant to subsections 4.09(a)(i), (ii), (iii) and
(iv).
(b) an amount equal to the excess, if any, of (i) the Class
B Required Amount, if any, with respect to such Transfer Date over (ii)
the amount of Excess Spread allocated and available to the Class B
Certificates pursuant to subsection 4.11(c) on such Transfer Date shall
be applied first pursuant to subsections 4.09(b)(i) and (ii) and then
pursuant to subsection 4.11(c).
(c) On each Transfer Date, the Collateral Interest Amount
shall be reduced by the amount of Reallocated Collateral Principal
Collections and by the amount of Reallocated Class B Principal
Collections for such Transfer Date. In the event that such reduction
would cause the Collateral Interest Amount (after giving effect to any
Collateral Charge-Offs for such Transfer Date) to be a negative number,
the Collateral Interest Amount (after giving effect to any Collateral
Charge-Offs for such Transfer Date) shall be reduced to zero and the
Class B Investor Interest shall be reduced by the amount by which the
Collateral Interest Amount 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 1998-D 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 to the Collateral Interest
Holder in accordance with subsection 5.01(c).
(b) Shared Principal Collections allocable to Series 1998-D
with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 1998-D 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 1998-D 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 1998-D 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 or the Rapid
Accumulation Period) prior to the termination of the Principal Funding
Account make deposits into the Principal Funding Account in the amounts
specified in, and otherwise in accordance with, subsection 4.09(e).
(b) Funds on deposit in the Principal Funding Account shall
be invested at the direction of the Servicer by the Trustee in
Permitted Investments. Funds on deposit in the Principal Funding
Account on any Transfer Date, after giving effect to any withdrawals
from the Principal Funding Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will
be available for withdrawal on or prior to the following Transfer Date.
The Trustee shall:
(i) hold each Permitted Investment (other than such as
are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause
(c) of the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
On each Transfer Date with respect to the Controlled
Accumulation Period or the Rapid Accumulation Period and on the first
Transfer Date with respect to the Rapid Amortization Period, the
Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds on
deposit in the Principal Funding Account for application as Class A
Available Funds and Class B Available Funds in accordance with Section
4.09.
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:
(i) hold each Permitted Investment (other than such as
are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause
(c) of the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
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, on or before the earlier of (i) the
first Transfer Date with respect to the Rapid Accumulation Period and
(ii) the first Transfer Date with respect to the Rapid Amortization
Period, the Servicer shall calculate the Reserve Draw Amount; provided,
however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under
Section 4.11(i) with respect to such Transfer Date.
(d) In the event that for any Transfer Date the Reserve
Draw Amount is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the Reserve
Account on such Transfer Date by the Trustee (acting in accordance with
the instructions of the Servicer) and deposited into the Finance Charge
Account for application in the following priority:
(i) an amount up to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to
clause (a) of the definition of Covered Amount over (y) an amount
equal to that portion of the Class A Available Funds computed
pursuant to clause (b) of the definition of Class A Available
Funds shall be treated as Class A Available Funds to be applied
pursuant to subsections 4.09(a)(i) and (ii); and
(ii) an amount up to the excess, if any, of (x) an amount
equal to that portion of the Covered Amount computed pursuant to
clause (b) of the definition of Covered Amount over (y) an amount
equal to that portion of the Class B Available Funds computed
pursuant to clause (b) of the definition of Class B Available
Funds shall be treated as Class B Available Funds to be applied
pursuant to subsection 4.09(b)(i).
(e) In the event that the Reserve Account Surplus on any
Transfer Date, after giving effect to all deposits to and withdrawals
from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of
the Servicer, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder in accordance with subsection 5.01(c),
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) the first
Transfer Date with respect to the Rapid Accumulation Period, (iii) the
first Transfer Date with respect to the Rapid Amortization Period, and
(iv) 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
1998-D Certificateholders that are payable from the Reserve Account as
provided herein, shall withdraw from the Reserve Account and distribute
to the Collateral Interest Holder in accordance with subsection
5.01(c), 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 Swap Reserve Fund.
(a) The Trustee shall establish and maintain, at and upon
the direction of the Servicer, 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 Class A Certificateholders, the Swap Counterparty
and the Seller, as their interests appear herein, a segregated trust
account with the corporate trust department of such Qualified
Institution (the "Swap Reserve Fund"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Class A Certificateholders, the Swap Counterparty and the Seller.
The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Swap Reserve Fund and in all proceeds
thereof. The Swap Reserve Fund shall be under the sole dominion and
control of the Trustee for the benefit of the Class A
Certificateholders, the Swap Counterparty and the Seller. If at any
time the institution holding the Swap Reserve Fund 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 Swap Reserve Fund meeting the
conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Swap Reserve Fund.
The Trustee, at the direction of the Servicer, shall make withdrawals
from the Swap Reserve Fund from time to time in an amount up to the
Available Swap Reserve Fund Amount in the amounts and at the times set
forth in this Section 4.16.
(b) On the Closing Date, the Trustee shall deposit an
amount equal to the Required Swap Reserve Fund Amount on the Closing
Date received by it from the Seller in immediately available funds into
the Swap Reserve Fund. Funds on deposit in the Swap Reserve Fund shall
be invested at the direction of the Servicer by the Trustee in
Permitted Investments; provided, however, that, for purposes of the
investment of funds on deposit in the Swap Reserve Fund, references in
the definition of "Permitted Investments" to a rating of "A-1+" by
Standard & Poor's shall be modified to require a rating of not lower
than "A-1" by such Rating Agency. Funds on deposit in the Swap Reserve
Fund on any Transfer Date, after giving effect to any withdrawals from
the Swap Reserve Fund 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:
(i) hold each Permitted Investment (other than such as
are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause
(c) of the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
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 Swap Reserve Fund shall be retained in
the Swap Reserve Fund (to the extent that the Available Swap Reserve
Fund Amount (prior to taking into account any such interest and
earnings) is less than the Required Swap Reserve Fund Amount) and the
balance, if any, shall be distributed to the Collateral Interest Holder
in accordance with subsection 5.01(c) on such Transfer Date.
(c) On or before each Transfer Date with respect to the
Rapid Accumulation Period and on or before the first Transfer Date with
respect to the Rapid Amortization Period if such Rapid Amortization
Period commences after the commencement of the Rapid Accumulation
Period, the Servicer shall calculate the "Swap Reserve Draw Amount"
which shall be equal to the amount, if any, by which the Principal
Funding Investment Proceeds for the related Transfer Date are less than
the Covered Amount determined as of such Transfer Date; provided,
however, that on the first Transfer Date with respect to the Rapid
Accumulation Period, the "Swap Reserve Draw Amount" shall equal the
amount, if any, by which the sum of (i) the Principal Funding
Investment Proceeds for such Transfer Date and (ii) the amount
withdrawn from the Reserve Account on such Transfer Date pursuant to
subsection 4.15(d)(i) are less than the amount computed pursuant to
clause (a) of the definition of Covered Amount for such Transfer Date.
(d) In the event that for any Transfer Date the Swap
Reserve Draw Amount is greater than zero, the Swap Reserve Draw Amount,
up to the Available Swap Reserve Fund Amount, shall be withdrawn from
the Swap Reserve Fund on such Transfer Date by the Trustee (acting in
accordance with the instructions of the Servicer), and deposited into
the Finance Charge Account and treated as Class A Available Funds for
such Transfer Date to be applied pursuant to subsection 4.09(a).
(e) In the event that for any Transfer Date the Trust
owes an amount to the Swap Counterparty due to an early termination of
the Interest Rate Swap pursuant to the terms thereof, the Trustee
(acting in accordance with the instructions of the Servicer) shall
withdraw from the Swap Reserve Fund on such Transfer Date and pay to
the Swap Counterparty an amount equal to the lesser of (a) the
Available Swap Reserve Fund Amount for such Transfer Date (after giving
effect to any withdrawal pursuant to subsection 4.16(d) on such
Transfer Date) and (b) the aggregate amount owed by the Trust to the
Swap Counterparty on such Transfer Date due to such early termination
of the Interest Rate Swap.
(f) In the event that the Swap Reserve Fund Surplus on any
Transfer Date, after giving effect to all withdrawals from the Swap
Reserve Fund 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 Swap Reserve Fund an amount equal to
such Swap Reserve Fund Surplus and distribution such amount to the
Collateral Interest Holder in accordance with subsection 5.01(c).
(g) Upon the earliest to occur of (i) the Transfer Date
immediately preceding the Scheduled Payment Date, (ii) the termination
of the Trust pursuant to Article XII of the Agreement and (iii) the
first Transfer Date with respect to the Rapid Amortization Period
(after taking into account all payments to be made on such date), the
Trustee, acting in accordance with the instructions of the Servicer,
after withdrawing all amounts owing from the Swap Reserve Fund as
provided herein, shall withdraw from the Swap Reserve Fund and
distribute to the Collateral Interest Holder in accordance with
subsection 5.01(c) amounts, if any, on deposit in the Swap Reserve
Fund, and the Swap Reserve Fund shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 4.17 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee will
determine LIBOR on the basis of the rate for deposits in United States
dollars for a one-month period which appears on Telerate Page 3750 as
of 11:00 a.m., London time, on such date. If such rate does not appear
on Telerate Page 3750, the rate for that LIBOR Determination Date will
be determined on the basis of the rates at which deposits in United
States dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period. The Trustee will request the
principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided,
the rate for that LIBOR Determination Date will be the arithmetic mean
of the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading
European banks for a one-month period.
(b) The Class 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 4.18 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 1998-D 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 4.19 Interest Rate Swap.
(a) The Trustee shall enter into the Interest Rate Swap,
certain terms of which are set forth herein for the convenience of the
parties thereto for incorporation therein by reference, with the Swap
Counterparty on the Closing Date. Pursuant to the terms of the
Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on
each Transfer Date the Net Swap Receipt, if any, plus the amount of any
Net Swap Receipt due but not paid with respect to any previous Transfer
Date. The Trustee shall deposit such Net Swap Receipts, if any, into
the Finance Charge Account and shall apply such amounts as Class A
Available Funds pursuant to subsection 4.09(a). In addition, in
accordance with the terms of the Interest Rate Swap, the Trustee shall
pay to the Swap Counterparty the Net Swap Payment, if any, for such
Transfer Date, plus the amount of any Net Swap Payment due but not paid
on any previous Transfer Date, from amounts applied pursuant to
subsections 4.09(a)(ii). If the Interest Rate Swap has not been
terminated and the Trustee has not received any Net Swap Receipt due
with respect to the related Distribution Date prior to 10:00 a.m. on
the date such payment is due, (i) the Trustee shall notify the Swap
Counterparty, the Seller and the Servicer of such fact prior to 12:00
p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall
designate an Early Termination Date (as such term is defined in the
Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if
the Seller so directs, terminate the Interest Rate Swap pursuant to its
terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30
p.m. on the related Transfer Date, with new statements substantially in
the forms of Exhibit B and Exhibit C to this Series Supplement revised,
if necessary, to reflect that the Net Swap Receipt (or any portion
thereof) was not received by the Trustee for such Transfer Date.
(b) Following the termination of the Interest Rate Swap
pursuant to the terms thereof, the Swap Counterparty shall pay to the
Trustee the amount of the termination payment, if any, to be made by
the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap.
The Trustee shall, promptly upon receipt of such termination payment,
if any, and at the direction of the Servicer distribute the amount of
such termination payment to the Collateral Interest Holder in
accordance with subsection 5.01(c).
(c) The Trustee, at the direction of the Seller, shall
direct the Swap Counterparty to assign its rights and obligations under
the Interest Rate Swap to a replacement Swap Counterparty, in the event
that the long-term credit rating of the Swap Counterparty is reduced
below BBB- by Standard & Poor's or below Baa3 by Moody's or is
withdrawn by either Standard & Poor's or Moody's. The Seller shall
give Standard & Poor's and Moody's notice of the replacement of the
Swap Counterparty as soon as practicable thereafter.
(d) The parties hereto agree that all obligations of the
Trustee on behalf of the Trust under the Interest Rate Swap shall be
paid from, and limited to, funds specifically available therefor
pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series
Supplement and that the Trustee shall not be required to expend or risk
its own funds or otherwise incur any liability in connection with the
Interest Rate Swap.
(e) If the Trustee has actual knowledge of any event
specified in Section 5 of the Interest Rate Swap, the Trustee shall
provide written notice of such event to the Servicer, the Seller and
the Rating Agencies. The Seller, upon becoming aware of any event
specified in Section 5 of the Interest Rate Swap, whether pursuant to
notice from the Trustee or otherwise, shall immediately provide the
Trustee with written instructions as to the course of action to be
taken under Section 6 of the Interest Rate Swap, including without
limitation any notices to be provided and whether or not an Early
Termination Date (as defined in the Interest Rate Swap) should be
designated and, if so, when such Early Termination Date should be
designated. Prior to receiving such written instructions from the
Seller, the Trustee shall not designate an Early Termination Date and
shall not terminate the Interest Rate Swap.
(f) At the request of the Trustee, the Seller shall provide
the Trustee with any document the Trustee is required to provide the
Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap.
(g) In the event the long-term credit rating of the Swap
Counterparty is reduced below AA- by Standard & Poor's or below Aa3 by
Moody's or is withdrawn by either Standard & Poor's or Moody's, the
Swap Counterparty will be required within 30 days from the date of such
reduction or withdrawal to fund an account (the "Interest Reserve
Account") in an amount equal to one-twelfth of the product of (a) the
Swap Fixed Rate and (b) the Notional Amount as of the Record Date
preceding such reduction or withdrawal (the "Required Interest Reserve
Amount"). The Swap Counterparty's failure to adequately fund the
Interest Reserve Account within 30 days of such reduction or withdrawal
shall constitute an "Interest Reserve Account Event."
SECTION 4.20 Interest Reserve Account.
(a) The Trustee shall establish and maintain, at and upon
the direction of the Servicer, the Interest Reserve Account 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 Class A
Certificateholders, a segregated trust account with the corporate trust
department of such Qualified Institution, bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Class A Certificateholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the
Interest Reserve Account and in all proceeds thereof. The Interest
Reserve Account shall be under the sole dominion and control of the
Trustee for the benefit of the Class A Certificateholders. If at any
time the institution holding the Interest 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 Interest Reserve Account
meeting the conditions specified above with a Qualified Institution,
and shall transfer any cash or any investments to such new Interest
Reserve Account.
(b) Funds on deposit in the Interest Reserve Account shall
be invested at the direction of the Swap Counterparty by the Trustee in
Permitted Investments. Funds on deposit in the Interest Reserve
Account on any 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:
(i) hold each Permitted Investment (other than such as
are described in clause (c) of the definition thereof) that
constitutes investment property through a securities
intermediary, which securities intermediary shall agree with the
Trustee that (I) such investment property shall at all times be
credited to a securities account of the Trustee, (II) such
securities intermediary shall comply with entitlement orders
originated by the Trustee without the further consent of any
other person or entity, (III) all property credited to such
securities account shall be treated as a financial asset, (IV)
such securities intermediary shall waive any lien on, security
interest in, or right of set-off with respect to any property
credited to such securities account, and (V) such agreement shall
be governed by the laws of the State of New York;
(ii) maintain possession of each other Permitted
Investment not described in clause (i) above (other than such as
are described in clause (c) of the definition thereof); and
(iii) cause each Permitted Investment described in clause
(c) of the definition thereof to be registered in the name of the
Trustee by the issuer thereof;
provided, that no Permitted Investment shall be disposed of prior to
its maturity date. Terms used in clause (i) above that are defined in
the New York UCC and not otherwise defined herein shall have the
meaning set forth in the New York UCC.
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 Interest Reserve Account shall be
retained in the Interest Reserve Account to the extent that the
Required Interest Reserve Amount exceeds the amount on deposit in the
Interest Reserve Account. To the extent that the amount on deposit in
the Interest Reserve Account exceeds the Required Interest Reserve
Amount (after taking into effect any withdrawals required to be made on
such Transfer Date), the amount of such excess shall be withdrawn from
the Interest Reserve Account and distributed to the Swap Counterparty
on such Transfer Date. For purposes of determining the availability of
funds or the balance in the Interest 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) In the event that the Interest Rate Swap terminates due
to a default by the Swap Counterparty, on the Transfer Date on or
immediately following such termination, the Trustee, at the direction
of the Servicer, shall withdraw from the Interest Reserve Account an
amount equal to the least of (i) the Net Swap Receipt, if any, with
respect to such Transfer Date plus the amount of any Net Swap Receipt
previously due but not paid to the Trust, (ii) the amount on deposit in
the Interest Reserve Account on such Transfer Date and (iii) the
Required Interest Reserve Amount, and shall deposit such amount in the
Finance Charge Account to be included in Class A Available Funds with
respect to such Transfer Date and give notice of such withdrawal to
each Rating Agency.
(d) Upon the earliest to occur of (i) the Transfer Date on
or immediately following the termination of the Interest Rate Swap,
(ii) the Transfer Date immediately preceding the Scheduled Payment
Date, (iii) the termination of the Trust pursuant to Article XII of the
Agreement, (iv) the Series 1998-D Termination Date and (v) the first
Transfer Date relating to the Rapid Amortization Period (after taking
into account all payments to be made on such date), the Trustee, acting
in accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 1998-D Certificateholders
that are payable from the Interest Reserve Account as provided herein,
shall withdraw from the Interest Reserve Account and pay to the Swap
Counterparty pursuant to the terms of the Interest Rate Swap, all
amounts, if any, on deposit in the Interest Reserve Account, and the
Interest Reserve Account shall be deemed to have terminated for
purposes of this Series Supplement.
SECTION 8. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions.
(a) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class A Certificateholder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
by Class A Certificates held by such Certificateholder) of amounts on
deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Section 4.09 by check mailed to each
Class A Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register), except that with respect to Class
A Certificates registered in the name of the nominee of a Clearing
Agency, such distribution shall be made in immediately available funds.
(b) On each Distribution Date, the Trustee shall distribute
(in accordance with the certificate delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection
3.04(b)) to each Class B Certificateholder of record on the immediately
preceding Record Date (other than as provided in subsection 2.04(e) or
Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented
by Class B Certificates held by such Certificateholder) of amounts on
deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.09 by check mailed to each
Class B Certificateholder (at such Certificateholder's address as it
appears in the Certificate Register), except that with respect to Class
B Certificates registered in the name of the nominee of a Clearing
Agency, such distribution shall be made in immediately available funds.
(c) On each Transfer Date, the Trustee shall distribute to
the Collateral Interest Holder the aggregate amount payable to the
Collateral Interest Holder pursuant to Sections 4.09, 4.11, 4.15, 4.16
and 4.19 to the Collateral Interest Holder's account, as specified in
writing by the Collateral Interest Holder, in immediately available
funds.
SECTION 5.02 Monthly Series 1998-D Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee shall
forward to each Series 1998-D Certificateholder, each Rating Agency and
the Collateral Interest Holder a statement substantially in the form of
Exhibit C to this Series Supplement prepared by the Servicer, delivered
to the Trustee and setting forth, among other things, the following
information (which, in the case of subclauses (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of
$1,000 per Certificate and, in the case of subclauses (ix) and (x)
shall be stated on an aggregate basis and on the basis of an original
principal amount of $1,000 per Certificate, as applicable):
(i) the amount of the current distribution;
(ii) the amount of the current distribution allocable to
Class A Monthly Principal, Class B Monthly Principal and
Collateral Monthly Principal, respectively;
(iii) the amount of the current distribution allocable to
Class A Monthly Interest, Class A Deficiency Amounts, Class A
Additional Interest, Class B Monthly Interest, Class B Deficiency
Amounts, Class B Additional Interest, Collateral Minimum Monthly
Interest, and any past due Collateral Minimum Monthly Interest,
respectively;
(iv) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and
the Collateral Interest, respectively;
(v) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and
allocated in respect of the Class A Certificates, the Class B
Certificates and the Collateral Interest, respectively;
(vi) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Class A
Investor Interest, the Class A Adjusted Investor Interest, the
Class B Investor Interest, Class B Adjusted Investor Interest,
the Collateral Interest Amount, the Collateral Interest Adjusted
Amount, the Floating Investor Percentage, the Class A Floating
Allocation, the Class B Floating Allocation, the Collateral
Floating Allocation and the Fixed Investor Percentage, Class A
Fixed Allocation, the Class B Fixed Allocation and the Collateral
Fixed Allocation with respect to the Principal Receivables in the
Trust as of the end of the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts which
were 35 to 64, 65 to 94, 95 to 124, 125 to 154 and 155 or more
days delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount, the Class A
Investor Default Amount, the Class B Investor Default Amount and
the Collateral Default Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs for the
related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs,
Class B Investor Charge-Offs and Collateral Charge-Offs
reimbursed on the Transfer Date immediately preceding such
Distribution Date;
(xi) the amount of the Class A Servicing Fee, the Class B
Servicing Fee, the Collateral Interest Servicing Fee and the
Servicer Interchange for the related Monthly Period;
(xii) the Portfolio Yield for the preceding Monthly Period;
(xiii) the amount of Reallocated Collateral Principal
Collections and Reallocated Class B Principal Collections with
respect to such Distribution Date;
(xiv) the Class A Investor Interest, the Class A Adjusted
Investor Interest, the Class B Investor Interest, the Class B
Adjusted Investor Interest, the Collateral Interest Amount and
the Collateral Interest Adjusted Amount as of the close of
business on such Distribution Date;
(xv) LIBOR for the Interest Period ending on such
Distribution Date;
(xvi) the Principal Funding Account Balance on the Transfer
Date;
(xvii) the Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred
to the Finance Charge Account on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xx) the amount of Class A Available Funds, Class B
Available Funds and Collateral Available Funds on deposit in the
Finance Charge Account on the related Transfer Date;
(xxi) such other items as are set forth in Exhibit C to this
Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 1999,
the Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 1998-D Certificateholder, a
statement prepared by the Servicer containing the information required
to be contained in the regular monthly report to Series 1998-D
Certificateholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1998-D Certificateholder,
together with such other customary information (consistent with the
treatment of the Certificates as debt) as the Servicer deems necessary
or desirable to enable the Series 1998-D Certificateholders to prepare
their tax returns. Such obligations of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to time in
effect.
SECTION 9. Series 1998-D 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 1998-D Certificateholders (which
determination shall be made without reference to whether any funds are
available under the Collateral Interest) and which continues unremedied
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to
the Seller by the Trustee, or to the Seller and the Trustee by the
Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series
1998-D, and continues to affect materially and adversely the interests
of the Series 1998-D Certificateholders (which determination shall be
made without reference to whether any funds are available under the
Collateral Interest) for such period;
(b) any representation or warranty made by the Seller in
the Agreement or this Series Supplement, or any information contained
in a computer file or microfiche list required to be delivered by the
Seller pursuant to Section 2.01 or 2.06, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 60
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by the Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than
50% of the Investor Interest of this Series 1998-D, and (ii) as a
result of which the interests of the Series 1998-D Certificateholders
are materially and adversely affected (which determination shall be
made without reference to whether any funds are available under the
Collateral Interest) and continue to be materially and adversely
affected for such period; provided, however, that a Series 1998-D 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 1998-D 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 1998-D
Certificates and the Collateral Interest Holder evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of
this Series 1998-D 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 1998-D 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 1998-D 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 1998-D Termination. The right of the
Investor Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 1998-D
Termination Date.
SECTION 11. Periodic Finance Charges and Other Fees. The
Seller hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Seller to be necessary in
order for the Seller to maintain its credit card business, based upon a
good faith assessment by the Seller, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable
or other fees on any Account if, as a result of such reduction, the
Seller's reasonable expectation of the Portfolio Yield as of such date
would be less than the then Base Rate.
SECTION 12. Limitations on Addition of Accounts. The
Seller agrees that it shall not designate any Additional Accounts
pursuant to subsection 2.06(b) unless on or prior to the related
Addition Date, the Seller shall have provided the Collateral Interest
Holder with an Officer's Certificate certifying that such designation
of such Additional Accounts will not, as of the related Addition Date,
(a) be reasonably expected by the Seller to result in a reduction or
withdrawal by the Rating Agency of its rating for the Investor
Certificates or (b) cause a Series 1998-D Pay Out Event.
SECTION 13. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
SECTION 14. Governing Law. THIS SERIES SUPPLEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED, HOWEVER, THAT THE
IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF
THE TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
SECTION 15. Additional Notices.
(a) For so long as the Investor Certificates shall be
outstanding, the Seller agrees to provide Fitch with the notice
provided to each Rating Agency in subsection 2.06(c)(i) and agrees to
provide to Fitch and Standard and Poor's the Opinion of Counsel
provided to Moody's pursuant to subsection 2.06(c)(vi), in each case in
the times and the manner provided for in such subsections.
(b) The Seller shall notify the Collateral Interest Holder
promptly after becoming aware of any Lien on any Receivable other than
the conveyances under the Agreement. The Seller will notify the
Collateral Interest Holder of any merger, consolidation, assumption or
transfer referred to in Section 7.02.
SECTION 16. Additional Representations and Warranties of
the Servicer. MBNA America Bank, National Association, as initial
Servicer, hereby makes, and any Successor Servicer by its appointment
under the Agreement shall make the following representations and
warranties:
(a) All Consents. All authorizations, consents, orders or
approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Series Supplement by
the Servicer and the performance of the transactions contemplated by
this Series Supplement by the Servicer, have been duly obtained,
effected or given and are in full force and effect.
(b) Rescission or Cancellation. The Servicer shall not
permit any rescission or cancellation of any Receivable except as
ordered by a court of competent jurisdiction or other Governmental
Authority or in accordance with the normal operating procedures of the
Servicer.
(c) Receivables Not To Be Evidenced by Promissory Notes.
Except in connection with its enforcement or collection of an Account,
the Servicer will take no action to cause any Receivable to be
evidenced by an instrument (as defined in the UCC as in effect in the
State of Delaware).
SECTION 17. No Petition. The Seller, the Servicer and the
Trustee, by entering into this Series Supplement and each
Certificateholder, by accepting a Series 1998-D Certificate hereby
covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Investor
Certificateholders, the Agreement or this Series Supplement.
SECTION 18. Certain Tax Related Amendments. In addition
to being subject to amendment pursuant to any other provisions relating
to amendments in either the Agreement or this Series Supplement, this
Series Supplement may be amended by the Seller without the consent of
the Servicer, Trustee or any Investor Certificateholder if the Seller
provides the Trustee with (i) an Opinion of Counsel to the effect that
such amendment or modification would reduce the risk the Trust would be
treated as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or modification
would not materially and adversely affect any Investor
Certificateholder; provided, that no such amendment shall be deemed
effective without the Trustee's consent, if the Trustee's rights,
duties and obligations hereunder are thereby modified. Promptly after
the effectiveness of any amendment pursuant to this Section 18, the
Seller shall deliver a copy of such amendment to each of the Servicer,
the Trustee and each Rating Agency.
SECTION 19. Transfers of the Collateral Interest.
(a) Unless otherwise consented to by the Seller, no portion
of the Collateral Interest or any interest therein may be sold,
conveyed, assigned, hypothicated, pledged, participated, exchanged or
otherwise transferred (each, a "Transfer") except in accordance with
this Section 19 and only to a Permitted Assignee. Any attempted or
purported transfer, assignment, exchange, conveyance, pledge,
hypothecation or grant other than to a Permitted Assignee shall be
void. Unless otherwise consented to by the Seller, no portion of the
Collateral Interest or any interest therein may be Transferred to any
Person (each such Person acquiring the Collateral Interest or any
interest therein, an "Assignee") unless such Assignee shall have
executed and delivered to the Seller on or before the effective date of
any Transfer a letter substantially in the form attached hereto as
Exhibit D (an "Investment Letter"), executed by such Assignee, with
respect to the related Transfer to such Assignee of all or a portion of
the Collateral Interest.
(b) Each Assignee will certify that the Collateral Interest
or the interest therein purchased by such Assignee will be acquired for
investment only and not with a view to any public distribution thereof,
and that such Assignee will not offer to sell or otherwise dispose of
the Collateral Interest or any interest therein so acquired by it in
violation of any of the registration requirements of the Securities
Act, or any applicable state or other securities laws. Each Assignee
will acknowledge and agree that (i) it has no right to require the
Seller to register under the Securities Act or any other securities law
the Collateral Interest or the interest therein to be acquired by the
Assignee and (ii) the sale of the Collateral Interest is not being made
by means of the Prospectus. Each Assignee will agree with the Seller
that: (a) such Assignee will deliver to the Seller on or before the
effective date of any Transfer a letter in the form annexed hereto as
Exhibit D (an "Investment Letter"), executed by such Assignee with
respect to the purchase by such Assignee of all or a portion of the
Collateral Interest and (b) all of the statements made by such Assignee
in its Investment Letter shall be true and correct as of the date made.
(c) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that it is
not, (a) an "employee benefit plan" (as defined in Section 3(3) of
ERISA), including governmental plans and church plans, (b) any "plan"
(as defined in Section 4975(e)(1) of the Code) including individual
retirement accounts and Keogh plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning of
Department of Labor Regulation Section 2510.3-101 or otherwise under
ERISA) by reason of a plan's investment in the entity, including,
without limitation, an insurance company general account.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Trustee have caused this Series 1998-D 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
Jerry M. Hamstead
First Vice President
THE BANK OF NEW YORK,
Trustee
By:__/s/ Reyne A. Macadaeg ___
Name: Reyne' A. Macadaeg
Title: Vice President
[Signature Page to Series 1998-D Supplement
dated as of July 30, 1998]
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 5.80%
ASSET BACKED CERTIFICATE, SERIES 1998-D
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996 and as of June 2, 1998, as
supplemented by the Series 1998-D Supplement dated as of July 30, 1998
(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 1998-D 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 1998-D Certificates with the intention that
the Series 1998-D Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 1998-D Certificateholder (or
Series 1998-D Certificate Owner) by acceptance of its Series 1998-D
Certificate (or in the case of a Series 1998-D Certificate Owner, by
virtue of such Series 1998-D Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1998-D 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 1998-D
Certificateholder agrees that it will cause any Series 1998-D
Certificate Owner acquiring an interest in a Series 1998-D Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1998-D 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 at the
rate of 5.80% per annum from the Closing Date, as more specifically set
forth in the Pooling and Servicing Agreement, and will be distributed
on September 15, 1998 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 and the Rapid Accumulation Period, in addition to
monthly payments of Class A Monthly Interest, the amount on deposit in
the Principal Funding Account (but not in excess of the Class A
Investor Interest) will be distributed as principal to the Class A
Certificateholders on the July 2003 Distribution Date, unless
distributed earlier as a result of the commencement of the Rapid
Amortization Period 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 1998-D Class A Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: __________ ____, 1998
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1998-D Class A Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________
Authorized Signatory
Date: __________ ____, 1998
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 1998-D
Evidencing an Undivided Interest in a trust, the corpus of which
consists of a portfolio of MasterCard registered trademark and VISA
registered trademark credit card receivables generated or acquired by
MBNA America Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement
described below.
(Not an interest in or obligation of
MBNA America Bank, National Association
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of an Undivided Interest in
a trust (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") now existing or hereafter created and
arising in connection with selected MasterCard and VISA credit card
accounts (the "Accounts") of MBNA America Bank, National Association, a
national banking association organized under the laws of the United
States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on
any charged-off Receivables), the right to certain amounts received as
Interchange with respect to the Accounts, the benefits of the
Collateral Interest and the other assets and interests constituting the
Trust pursuant to a Pooling and Servicing Agreement dated as of August
4, 1994, as amended as of March 11, 1996, and as of June 2, 1998 as
supplemented by the Series 1998-D Supplement dated as of July 30, 1998
(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 1998-D 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 1998-D Certificates with the intention that
the Series 1998-D Certificates will qualify under applicable tax law as
indebtedness, and each of the Seller, the Holder of the Seller
Interest, the Servicer and each Series 1998-D Certificateholder (or
Series 1998-D Certificate Owner) by acceptance of its Series 1998-D
Certificate (or in the case of a Series 1998-D Certificate Owner, by
virtue of such Series 1998-D Certificate Owner's acquisition of a
beneficial interest therein), agrees to treat and to take no action
inconsistent with the treatment of the Series 1998-D 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 1998-D
Certificateholder agrees that it will cause any Series 1998-D
Certificate Owner acquiring an interest in a Series 1998-D Certificate
through it to comply with the Pooling and Servicing Agreement as to
treatment of the Series 1998-D 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 but excluding September 15, 1998, and with respect
to each Interest Period thereafter, at the rate of 0.25% per annum
above LIBOR, as more specifically set forth in the Pooling and
Servicing Agreement, and will be distributed on September 15, 1998 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 each Distribution Date commencing in the
month on which the Class A Investor Interest is paid in full. During
the Rapid Accumulation Period after the Principal Funding Account
Balance equals the Class A Investor Interest, in addition to monthly
payments of Class B Monthly Interest, the amount on deposit in the
Principal Funding Account in excess of the Class A Investor Interest
and in an amount not to exceed the Class B Investor Interest and
Available Investor Principal Collections not required to be deposited
into the Principal Funding Account in respect of the Class A Investor
Interest will be distributed as principal to the Class B
Certificateholders. During the Controlled Accumulation Period
following the payment in full of the Class A Investor Interest, the
amount on deposit in the Principal Funding Account in excess of the
Class A Investor Interest and in an amount not to exceed the Class B
Investor Interest will be distributed as principal to the Class B
Certificateholders on the July 2003 Distribution Date, unless
distributed earlier as a result of the commencement of the Rapid
Amortization Period or the Rapid Accumulation Period 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 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 1998-D Class B Certificate to be duly executed
under its official seal.
By:_______________________________
Authorized Officer
[Seal]
Attested to:
By:________________________
Cashier
Date: __________ ____, 1998
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is one of the Series 1998-D Class B Certificates
referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
Trustee
By:________________________
Authorized Signatory
Date: __________ ____, 1998
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
TO THE TRUSTEE
MBNA AMERICA BANK, NATIONAL ASSOCIATION
MBNA MASTER CREDIT CARD TRUST II SERIES 1998-D
MONTHLY PERIOD ENDING _________ __, ____
Capitalized terms used in this notice have their respective meanings
set forth in the Pooling and Servicing Agreement. References herein to
certain sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement as
supplemented by the Series 1998-D 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 1998-D Supplement and Section 4.09 of the
Pooling and Servicing Agreement:
A.Pursuant to subsection 3(a) of the Series 1998-D 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-$___________
C.Pursuant to Subsection 4.09(a) (ii):-----
- -1.-Net Swap Payment, if any,-$___________
- -2.-Net Swap Payments due but not paid on any prior Transfer Date-
$___________
- -----
D.Pursuant to Subsection 4.09(a) (iii):-----
- ---4.-Class A Servicing Fee-$___________
- ---5.-Accrued and unpaid Class A Servicing Fee-$___________
E.Pursuant to subsection 4.09(a)(iv):-----
- ---1.-Class A Investor Default Amount-$___________
F.Pursuant to subsection 4.09(a)(v):-----
- ---1.-Portion of Excess Spread from Class A Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
G.Pursuant to subsection 4.09(b)(i):-----
- ---1.-Class B Monthly Interest at the Class B Certificate Rate on the
Class B Investor Interest-$___________
- ---2.-Class B Deficiency Amount-$___________
- ---3.-Class B Additional Interest-$___________
H.Pursuant to subsection 4.09(b)(ii):-----
- ---1.-Class B Servicing Fee-$___________
- ---2.-Accrued and unpaid Class B Servicing Fee-$___________
I.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-$___________
J.Pursuant to subsection 4.09(c)(i):-----
- ---1.-Collateral Interest Servicing Fee, if applicable-$___________
- ---2.-Accrued and unpaid Collateral Interest Servicing Fee, if
applicable-$___________
K.Pursuant to subsection 4.09(c)(ii):-----
- ---1.-Portion of Excess Spread from Collateral Available Funds to be
allocated and distributed as provided in Section 4.11-$___________
- ----Total-$___________
L.Pursuant to subsection 4.09(d)(i):-----
- ---1.-Amount to be treated as Shared Principal Collections-$___________
M.Pursuant to subsection 4.09(d)(ii):-----
- ---1.-Amount to be paid to the Holder of the Seller Interest-
$___________
- ---2.-Unallocated Principal Collections-$___________
N.Pursuant to subsection 4.09(e)(i):-----
- ---1.-Class A Monthly Principal-$___________
O.Pursuant to subsection 4.09(e)(ii):-----
- ---1.-Class B Monthly Principal-$___________
P.Pursuant to subsection 4.09(e)(iii)-----
- ---1.-Collateral Monthly Principal to be distributed to the Collateral
Interest Holder in accordance with subsection 5.01(c)-$___________
Q.Pursuant to subsection 4.09(e)(iv):-----
- ---1.-Amount to be treated as Shared Principal Collections-$___________
R.Pursuant to subsection 4.09(e)(v):-----
- ---1.-Amount to be paid to the Holder of the Seller Interest-
$___________
- ---2.-Unallocated Principal Collections-$___________
- ----Total-$___________
S.Pursuant to subsection 4.09(f):-----
- ---1.-Amount to be withdrawn from the Principal Funding Account and
deposited into the Distribution Account-$___________
II.---INSTRUCTION TO MAKE CERTAIN PAYMENTS--
Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee
to pay in accordance with Section 5.01 from the Distribution Account on
_________ __, ____, which date is a Distribution Date under the Pooling
and Servicing Agreement, amounts so deposited in the Distribution
Account pursuant to Section 4.09 as set forth below:-----
A.Pursuant to subsection 4.09(g);-----
- ---1.-Amount to be distributed to Class A Certificateholders-
$___________
- ---2.-Amount to be distributed to Class B Certificateholders-
$___________
B.Pursuant to subsection 4.09(h)(i):-----
- ---1.-Amount to be distributed to the Class A Certificateholders-
$___________
C.Pursuant to subsection 4.09(h)(ii):-----
- ---1.-Amount to be distributed to the Class B Certificateholders-
$___________
- -----
III.---APPLICATION OF EXCESS SPREAD--
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee
to apply the Excess Spread with respect to the related Monthly Period
and to make the following distributions in the following priority:-----
A.---The amount equal to the Class A Required Amount, if any, which
will be used to fund the Class A Required Amount and be applied in
accordance with, and in the priority set forth in, subsection 4.09(a)--
$___________
B.
- ---The amount equal to the aggregate amount of Class A Investor Charge-
Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied
for that purpose) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such
Transfer Date--$___________
C.---The amount equal to the Class B Required Amount, if any, which
will be used to fund the Class B Required Amount and be applied first
in accordance with, and in the priority set forth in, subsection
4.09(b) and then any amount available to pay the Class B Investor
Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account--$___________
D.---The amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) which will be
treated as a portion of Investor Principal Collections and deposited
into the Principal Account--$___________
E.---The amount equal to the Collateral Minimum Monthly Interest plus
the amount of any past due Collateral Minimum Monthly Interest which
will be paid to the Collateral Interest Holder for application in
accordance with subsection 5.01(c)--$___________
F.---The amount equal to the aggregate amount of accrued but unpaid
Collateral Interest Servicing Fees which will be paid to the Servicer
if the Seller or The Bank of New York is the Servicer--$___________
G.---The amount equal to the Collateral Default Amount, if any, for the
prior Monthly Period which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
H.---The amount equal to the aggregate amount by which the Collateral
Interest Amount has been reduced for reasons other than the payment of
amounts with respect to the Collateral Monthly Principal (but not in
excess of the aggregate amount of such reductions which have not been
previously reimbursed) which will be treated as a portion of Investor
Principal Collections and deposited into the Principal Account--
$___________
I.---On each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described in subsection 4.15(f), the amount up to the excess, if any,
of the Required Reserve Account Amount over the Available Reserve
Account Amount which shall be deposited into the Reserve Account--
$___________
J.---The balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (i) above which shall be
deposited into the Distribution Account and distributed to the
Collateral Interest Holder in accordance with subsection 5.01(c)--
$___________
- -----
IV.---REALLOCATED PRINCIPAL COLLECTIONS--
Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee
to withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.12 with respect to the related
Monthly Period in the following amounts:-----
A.Reallocated Collateral Principal Receivables-----$___________
B.Reallocated Class B Principal Receivables-----$___________
- -----
V.---ACCRUED AND UNPAID AMOUNTS--
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month-----
A. Subsections 4.09(a)(i) and (b)(i):---
- -(1)-The aggregate amount of the Class A Deficiency Amount-$___________
- -(2)-The aggregate amount of the Class B Deficiency Amount-$___________
B. Subsections 4.09(a)(iii) and (b)(ii):---
- -The aggregate amount of all accrued and unpaid Investor Monthly
Servicing Fees--$___________
C. Section 4.10:---
- -The aggregate amount of all unreimbursed Investor Charge Offs--
$___________
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:
EXHIBIT C
FORM OF MONTHLY SERIES 1998-D CERTIFICATEHOLDERS' STATEMENT
Series 1998-D
MBNA AMERICA BANK, NATIONAL ASSOCIATION
_____________________________________________
MBNA MASTER CREDIT CARD TRUST II
_____________________________________________
The information which is required to be prepared with respect to
the distribution date of ______ __, ____ and with respect to the
performance of the Trust during the related Monthly Period.
Capitalized terms used in this Statement have their respective
meanings set forth in the Pooling and Servicing Agreement.
A.-Information Regarding the Current Monthly Distribution (Stated on
the Basis of $1,000 Original Certificate Principal Amount)---
- -1.-The amount of the current monthly distribution in respect of Class
A Monthly Principal--$__________
- -2.-The amount of the current monthly distribution in respect of Class
B Monthly Principal--$__________
- -3.-The amount of the current monthly distribution in respect of
Collateral Monthly Principal--$__________
- -4.-The amount of the current monthly distribution in respect of Class
A Monthly Interest --$__________
- -5.-The amount of the current monthly distribution in respect of Class
A Deficiency Amounts--$__________
- -6.-The amount of the current monthly distribution in respect of Class
A Additional Interest--$__________
- -7.-The amount of the current monthly distribution in respect of Class
B Monthly Interest--$__________
- -8.-The amount of the current monthly distribution in respect of Class
B Deficiency Amounts--$__________
- -9.-The amount of the current monthly distribution in respect of Class
B Additional Interest--$__________
- -10.-The amount of the current monthly distribution in respect of
Collateral Minimum Monthly Interest--$__________
- -11.-The amount of the current monthly distribution in respect of any
accrued and unpaid Collateral Minimum Monthly Interest--$__________
B.-Information Regarding the Performance of the Trust---
- -1.-Collection of Principal Receivables--
- --(a)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class A Certificates-$__________
- --(b)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Class B Certificates-$__________
- --(c)-The aggregate amount of Collections of Principal Receivables
processed during the related Monthly Period which were allocated in
respect of the Collateral Interest-$__________
- -2.-Principal Receivables in the Trust--
- --(a)-The aggregate amount of Principal Receivables in the Trust as of
the end of the day on the last day of the related Monthly Period-
$__________
- --(b)-The amount of Principal Receivables in the Trust represented by
the Investor Interest of Series 1998-D as of the end of the day on the
last day of the related Monthly Period -$__________
- --(c)-The amount of Principal Receivables in the Trust represented by
the Series 1998-D 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 the day on the
last day of the related Monthly Period -$__________
- --(f)-The amount of Principal Receivables in the Trust represented by
the Class B Investor Interest as of the end of the day on the last day
of the related Monthly Period -$__________
- --(g)-The amount of Principal Receivables in the Trust represented by
the Class B Adjusted Investor Interest as of the end of the day on the
last day of the related Monthly Period-$__________
- --(h)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest Amount as of the end of the day on the last day
of the related Monthly Period-$__________
- --(i)-The amount of Principal Receivables in the Trust represented by
the Collateral Interest Adjusted Amount as of the end of the day on the
last day of the related Monthly Period-$__________
- --(j)-The Floating Investor Percentage with respect to the related
Monthly Period -____%
- --(k)-The Class A Floating Allocation with respect to the related
Monthly Period-____%
- --(l)-The Class B Floating Allocation with respect to the related
Monthly Period-____%
- --(m)-The Collateral Floating Allocation with respect to the related
Monthly Period-____%
- --(n)-The Fixed Investor Percentage with respect to the related Monthly
Period-____%
- --(o)-The Class A Fixed Allocation with respect to the related Monthly
Period-____%
- --(p)-The Class B Fixed Allocation with respect to the related Monthly
Period -____%
- --(q)-The Collateral Fixed Allocation with respect to the related
Monthly Period-____%
- -3.-Delinquent Balances--
- --The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the related
Monthly Period:--
- --Aggregate
Account
Balance--Percentage
of Total
Receivables
- ----
- -(a)- 35 - 64 days:-$__________-____%
- -(b)- 65 - 94 days:-$__________-____%
- -(c)- 95 - 124 days:-$__________-____%
- -(d)-125 - 154 days:-$__________-____%
- -(e)-155 - or more days:-$__________-____%
- --Total: -$__________-____%
- -4.-Investor Default Amount--
- --(a)-The Aggregate Investor Default Amount for the related Monthly
Period-$__________
- --(b)-The Class A Investor Default Amount for the related Monthly
Period-$__________
- --(c)-The Class B Investor Default Amount for the related Monthly
Period-$__________
- --(d)-The Collateral Default Amount for the related Monthly Period-
$__________
- -5.-Investor Charge Offs--
- --(a)-The aggregate amount of Class A Investor Charge Offs for the
related Monthly Period-$__________
- --(b)-The aggregate amount of Class A Investor Charge Offs set forth in
5(a) above per $1,000 of original certificate principal amount-
$__________
- --(c)-The aggregate amount of Class B Investor Charge Offs for the
related Monthly Period-$__________
- --(d)-The aggregate amount of Class B Investor Charge Offset forth in
5(c) above per $1,000 of original certificate principal amount-
$__________
- --(e)-The aggregate amount of Collateral Charge Offs for the related
Monthly Period-$__________
- --(f)-The aggregate amount of Collateral Charge Offs set forth in 5(e)
above per $1,000 of original certificate principal amount-$__________
- --(g)-The aggregate amount of Class A Investor Charge Offs reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(h)-The aggregate amount of Class A Investor Charge Offs set forth in
5(g) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(i)-The aggregate amount of Class B Investor Charge Offs reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(j)-The aggregate amount of Class B Investor Charge Offs set forth in
5(i) above per $1,000 original certificate principal amount reimbursed
on the Transfer Date immediately preceding this Distribution Date-
$__________
- --(k)-The aggregate amount of Collateral Charge Offs reimbursed on the
Transfer Date immediately preceding this Distribution Date-$__________
- --(l)-The aggregate amount of Collateral Charge Offs set forth in 5(k)
above per $1,000 original certificate principal amount reimbursed on
the Transfer Date immediately preceding Distribution Date-$__________
- -6.-Investor Servicing Fee--
- --(a)-The amount of the Class A Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(b)-The amount of the Class B Servicing Fee payable by the Trust to
the Servicer for the related Monthly Period-$__________
- --(c)-The amount of the Collateral Servicing Fee payable by the Trust
to the Servicer for the related Monthly Period-$__________
- --(d)-The amount of Servicer Interchange payable by the Trust to the
Servicer for the related Monthly Period-$__________
- -7.Reallocations---
- --(a)-The amount of Reallocated Collateral Principal Collections with
respect to this Distribution Date-$__________
- --(b)-The amount of Reallocated Class B Principal Collections with
respect to this Distribution Date-$__________
- --(c)-The Collateral Interest Amount as of the close of business on
this Distribution Date-$__________
- --(d)-The Collateral Interest Adjusted Amount as of the close of
business on this Distribution Date-$__________
- --(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 Collateral Interest-$__________
- -9.Principal Funding Account---
- --(a)-The principal amount on deposit in the Principal Funding Account
on the related Transfer Date-$__________
- --(b)-The Accumulation Shortfall with respect to the related Monthly
Period-$__________
- --(c)-The Principal Funding Investment Proceeds deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class A Available Funds-$__________
- --(d)-The Principal Funding Investment Proceeds deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class B Available Funds-$__________
- -10.Reserve Account---
- --(a)-The Reserve Draw Amount on the related Transfer Date-$__________
- --(b)-The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class A
Available Funds-$__________
- --(c)-The amount of the Reserve Draw Amount deposited in the Finance
Charge Account on the related Transfer Date to be treated as Class B
Available Funds-$__________
- -11.Swap Reserve Fund
- --(a)The Swap Reserve Draw Amount on the related Transfer Date--
$__________
- --(b)The amount of the Swap Reserve Draw Amount deposited in the
Finance Charge Account on the related Transfer Date to be treated as
Class A Available Funds--$__________
- -12.Swap Cash Flows-
- --(a)The amount of the Net Swap Receipt for the related Transfer Date--
$__________
- --(b)The amount of the Net Swap Payment for the related Transfer Date--
$__________
- -13.-Available Funds--
- --(a)-The amount of Class A Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- --(b)-The amount of Class B Available Funds on deposit in the Finance
Charge Account on the related Transfer Date-$__________
- --(c)-The amount of Collateral Available Funds on deposit in the
Finance Charge Account on the related Transfer Date-$__________
- -14.-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--
____%
D.Information Regarding the Status of the Interest Rate Swap and the
Swap Counterparty
- -1.-Has the Interest Reserve Account been established?--__________
- -2.-Has the Interest Reserve Account been funded?--__________
- -3.-The aggregate amount of funds withdrawn from the Interest Reserve
Account, if any--$__________
- -4.-How any funds withdrawn from the Interest Reserve Account were
utilized--__________
- -5.-Has the Interest Rate Swap been terminated?--__________
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer
By:_________________________
Name:
Title:EXHIBIT D
FORM OF INVESTMENT LETTER
[Date]
Re MBNA Master Credit Card Trust II;
Purchases of Series 1998-D Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 19 of the Series
1998-D Supplement dated as of __________ ____, 1998 (the "Series
Supplement") to the Pooling and Servicing Agreement dated as of August
4, 1994 (as amended and supplemented, the "Agreement"), each among The
Bank of New York, as Trustee, and MBNA America Bank, National
Association, as Servicer and Seller. Capitalized terms used herein
without definition shall have the meanings set forth in the Agreement.
The Purchaser represents to and agrees with the Seller as follows:
(a) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Collateral Interest and
is able to bear the economic risk of such investment.
(b) The Purchaser is an "accredited investor", as defined
in Rule 501, promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act"), or is a sophisticated
institutional investor. The Purchaser understands that the
offering and sale of the Collateral Interest has not been and
will not be registered under the Securities Act and has not and
will not be registered or qualified under any applicable "Blue
Sky" law, and that the offering and sale of the Collateral
Interest has not been reviewed by, passed on or submitted to any
federal or state agency or commission, securities exchange or
other regulatory body.
(c) The Purchaser is acquiring an interest in the
Collateral Interest without a view to any distribution, resale or
other transfer thereof except, with respect to any Collateral
Interest or any interest or participation therein, as
contemplated in the following sentence. The Purchaser will not
resell or otherwise transfer any interest or participation in the
Collateral Interest, except in accordance with Section 19 of the
Series Supplement and (i) in a transaction exempt from the
registration requirements of the Securities Act of 1933, as
amended, and applicable state securities or "blue sky" laws;
(ii) to the Seller or any affiliate of the Seller; or (iii) to a
person who the Purchaser reasonably believes is a qualified
institutional buyer (within the meaning thereof in Rule 144A
under the Securities Act) that is aware that the resale or other
transfer is being made in reliance upon Rule 144A. In connection
therewith, the Purchaser hereby agrees that it will not resell or
otherwise transfer the Collateral Interest or any interest
therein unless the purchaser thereof provides to the addressee
hereof a letter substantially in the form hereof.
(d) No portion of the Collateral Interest or any interest
therein may be Transferred, and each Assignee will certify that
it is not, (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans,
(b) any "plan" (as defined in Section 4975(e)(1) of the Code)
including individual retirement accounts and Keogh plans, or (c)
any other entity whose underlying assets include "plan assets"
(within the meaning of Department of Labor Regulation Section
2510.3-101 or otherwise under ERISA) by reason of a plan's
investment in the entity, including, without limitation, an
insurance company general account.
(e) This Investment Letter has been duly executed and
delivered and constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles affecting the enforcement of
creditors' rights generally and general principles of equity.
- -Very truly yours,
[NAME OF PURCHASER]
By:___________________________
Name:
Title:
AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
MBNA AMERICA BANK,
NATIONAL ASSOCIATION
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 1998-D
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 1998-D Certificates --$__________
7.--The aggregate amount of funds on deposit in the Principal Account
allocable to the Series 1998-D Certificates --$__________
8.--The aggregate amount of funds on deposit in the Principal Funding
Account allocable to the Series 1998-D Certificates --$___________
9.--The aggregate amount to be withdrawn from the Finance Charge
Account pursuant to Section 4.11 and distributed to the Collateral
Interest Holder in accordance with subsection 5.01(c) --$__________
10.--The amount of Monthly Interest, Deficiency Amounts and Additional
Interest, if applicable, payable to the
(i) Class A Certificateholders --$__________
- --(ii) Class B Certificateholders--$__________
- --(iii) Collateral Interest Holder --$__________
11.--The amount of principal payable to the (i) Class A
Certificateholders --$___________
- --(ii) Class B Certificateholders--$___________
- --(iii) Collateral Interest Holder --$___________
12.--The sum of all amounts payable to the (i) Class A
Certificateholders--$___________
- --(ii) Class B Certificateholders --$___________
- --(iii) Collateral Interest Holder --$___________
13.--To the knowledge of the undersigned, no Series 1998-D Pay Out
Event or Trust Pay Out Event has occurred except as described below: --
- ---None-
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate this __th day of __________, ____.
MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
By:_________________________
Name:
Title:
SECTION 1. Designation 2
SECTION 2. Definitions 3
SECTION 3. Servicing Compensation and Assignment of Interchange 20
SECTION 4. Reassignment and Transfer Terms 21
SECTION 5. Delivery and Payment for the Certificates 22
SECTION 6. Form of Delivery of the Certificates; Depository;
Denominations 22
SECTION 7. Article IV of Agreement 22
SECTION 4.04 Rights of Certificateholders and the
Collateral Interest Holder 22
SECTION 4.05 Allocations 22
SECTION 4.06 Determination of Monthly Interest 27
SECTION 4.07 Determination of Monthly Principal 28
SECTION 4.08 Coverage of Required Amount 29
SECTION 4.09 Monthly Payments 30
SECTION 4.10 Investor Charge-Offs 34
SECTION 4.11 Excess Spread 35
SECTION 4.12 Reallocated Principal Collections 36
SECTION 4.13 Shared Principal Collections 37
SECTION 4.14 Principal Funding Account 38
SECTION 4.15 Reserve Account 39
SECTION 4.16 Swap Reserve Fund. 41
SECTION 4.17 Determination of LIBOR 44
SECTION 4.18 Seller's or Servicer's Failure to Make a
Deposit or Payment 44
SECTION 4.19 Interest Rate Swap 44
SECTION 4.20 Interest Reserve Account 46
SECTION 8. Article V of the Agreement 48
SECTION 5.01 Distributions 48
SECTION 5.02 Monthly Series 1998-D
Certificateholders' Statement 49
SECTION 9. Series 1998-D Pay Out Events 51
SECTION 10. Series 1998-D Termination 52
SECTION 11. Periodic Finance Charges and Other Fees 52
SECTION 12. Limitations on Addition of Accounts 52
SECTION 13. Counterparts 52
SECTION 14. Governing Law 52
SECTION 15. Additional Notices 53
SECTION 16. Additional Representations and Warranties of the
Servicer 53
SECTION 17. No Petition 53
SECTION 18. Certain Tax Related Amendments 53
SECTION 19. Transfers of the Collateral Interest 54
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 1998-D Certificateholders'
Statement
EXHIBIT D Form of Collateral Interest Investment Letter
SCHEDULE 1
Schedule to Exhibit C of the Pooling and Servicing Agreement.
(..continued)
DOCSDC1:66233.4
EXHIBIT 10.1
(Multicurrency-Cross Border)
ISDA registered trademark
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of July 30, 1998
Credit Suisse Financial Products ("Party A") and MBNA Master Credit
Card Trust II ("Party B")
have entered and/or anticipate entering into one or more transactions
(each a "Transaction") that are or will be governed by this Master
Agreement, which includes the schedule (the "Schedule"), and the
documents and other confirming evidence (each a "Confirmation")
exchanged between the parties confirming those Transactions.
Accordingly, the parties agree as follows:-
1. Interpretation
(a) Definitions. The terms defined in Section 14 and in the Schedule
will have the meanings therein specified for the purpose of this Master
Agreement.
(b) Inconsistency. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master
Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.
(c) Single Agreement. All Transactions are entered into in reliance
on the fact that this Master Agreement and all Confirmations form a
single agreement between the parties (collectively referred to as this
"Agreement"), and the parties would not otherwise enter into any
Transactions.
2. Obligations
(a) General Conditions.
(i) Each party will make each payment or delivery specified in
each Confirmation to be made by the subject to the other
provisions of this Agreement.
(ii) Payments under this Agreement will be made on the due date
for value on that date in the place of the account specified in
the relevant Confirmation or otherwise pursuant to this
Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where
settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner
customary for the relevant obligation unless otherwise specified
in the relevant Confirmation or elsewhere in this Agreement.
(iii) Each obligation of each party under Section 2(a)(i) is
subject to (1) the condition precedent that no Event of Default
or Potential Event of Default with respect to the other party has
occurred and is continuing, (2) the condition precedent that no
Early Termination Date in respect of the relevant Transaction has
occurred or been effectively designated and (3) each other
applicable condition precedent specified in this Agreement.
(b) Change of Account. Either party may change its account for
receiving a payment or delivery by giving notice to the other party at
least five Local Business Days prior to the scheduled date for the
payment or delivery to which such change applies unless such other
party gives timely notice of a reasonable objection to such change.
(c) Netting. If on any date amounts would otherwise be payable:-
(i) in the same currency; and
(ii) in respect of the same Transaction,
by each party to the other, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise
have been payable by the other party, replaced by an obligation upon
the party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate amount
over the smaller aggregate amount.
The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same
date in the same currency in respect of such Transactions, regardless
of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by
specifying that subparagraph (ii) above will not apply to the
Transactions identified as being subject to the election, together with
the starting date (in which case subparagraph (ii) above will not, or
will cease to, apply to such Transactions from such date). This
election may be made separately for different groups of Transactions
and will apply separately to each pairing of Offices through which the
parties make and receive
payments or deliveries.
(d) Deduction or Withholding for Tax.
(i) Gross-Up. All payments under this Agreement will be made
without any deduction or withholding for or on account of any Tax
unless such deduction or withholding is required by any applicable
law, as modified by the practice of any relevant governmental
revenue authority, then in effect. If a party is so required to
deduct or withhold, then that party ("X") will:-
(1) promptly notify the other party ("Y") of such
requirement;
(2) pay to the relevant authorities the full amount required
to be deducted or withheld (including the full amount required
to be deducted or withheld from any additional amount paid by
X to Y under this Section 2(d)) promptly upon the earlier of
determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;
(3) promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y,
evidencing such payment to such authorities; and
(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition
to the payment to which Y is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure
that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will
equal the full amount Y would have received had no such
deduction or withholding been required. However, X will not
be required to pay any additional amount to Y to the extent
that it would not be required to be paid but for:-
(A) the failure by Y to comply with or perform any agreement
contained in Section 4(a)(i), 4(a)(iii) or 4(d); or
(B) the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure
would not have occurred but for (I) any action taken by a
taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction
is entered into (regardless of whether such action is taken
or brought with respect to a party to this Agreement) or
(II) a Change in Tax Law.
(ii) Liability. If:-
(1) X is required by any applicable law, as modified by
the practice of any relevant governmental revenue authority,
to make any deduction or withholding in respect of which X
would not be required to pay an additional amount to Y under
Section 2(d)(i)(4);
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed
directly against X,
then, except to the extent Y has satisfied or then satisfies the
liability resulting from such Tax, Y will promptly pay to X the
amount of such liability (including any related liability for
interest, but including any related liability for penalties only
if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).
(e) Default Interest; Other Amounts. Prior to the occurrence or
effective designation of an Early Termination Date in respect of the
relevant Transaction, a party that defaults in the performance of any
payment obligation will, to the extent permitted by law and subject to
Section 6(c), be required to pay interest (before as well as after
judgment) on the overdue amount to the other party on demand in the
same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the
date of actual payment, at the Default Rate. Such interest will be
calculated on the basis of daily compounding and the actual number of
days elapsed. If, prior to the occurrence or effective designation of
an Early Termination Date in respect of the relevant Transaction, a
party defaults in the performance of any obligation required to be
settled by delivery, it will compensate the other party on demand if
and to the extent provided for in the relevant Confirmation or
elsewhere in this Agreement.
3. Representations
Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction
is entered into and, in the case of the representations in Section
3(f), at all times until the termination of this Agreement) that:-
(a) Basic Representations.
(i) Status. It is duly organized and validly existing under the
laws of the jurisdiction of its organization or incorporation
and, if relevant under such laws, in good standing;
(ii) Powers. It has the power to execute this Agreement and any
other documentation relating to this Agreement to which it is a
party, to deliver this Agreement and any other documentation
relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement
and any obligations it has under any Credit Support Document to
which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;
(iii) No Violation or Conflict. Such execution, delivery and
performance do not violate or conflict with any law applicable to
it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to
it or any of its assets or any contractual restriction binding on
or affecting it or any of its assets;
(iv) Consents. All governmental and other consents that are
required to have been obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all
conditions of any such consents have been complied with; and
(v) Obligations Binding. Its obligations under this Agreement and
any Credit Support Document to which it is a party constitute its
legal, valid and binding obligations, enforceable in accordance
with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at
law)).
(b) Absence of Certain Events. No Event of Default or Potential
Event of Default or, to its knowledge, Termination Event with respect
to it has occurred and is continuing and no such event or circumstance
would occur as a result of its entering into or performing its
obligations under this Agreement or any Credit Support Document to
which it is a party.
(c) Absence of Litigation. There is not pending or, to its
knowledge, threatened against it or any of its Affiliates any action,
suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely
to affect the legality, validity or enforceability against it of this
Agreement or any Credit Support Document to which it is a party or its
ability to perform its obligations under this Agreement or such Credit
Support Document.
(d) Accuracy of Specified Information. All applicable information
that is furnished in writing by or on behalf of it to the other party
and is identified for the purpose of this Section 3(d) in the Schedule
is, as of the date of the information, true, accurate and complete in
every material aspect.
(e) Payer Tax Representation. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is
accurate and true.
(f) Payee Tax Representations. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is
accurate and true.
4. Agreements
Each party agrees with the other that, so long as either party has or
may have any obligations under this Agreement or under any Credit
Support Document to which it is a party:-
(a) Furnish Specified Information. It will deliver to the other
party or, in certain cases under subparagraph (iii) below, to such
government or taxing authority as the other party reasonably directs:-
(i) any forms, documents or certificates relating to taxation
specified in the Schedule or any Confirmation;
(ii) any other documents specified in the Schedule or any
Confirmation; and
(iii) upon reasonable demand by such other party, any form or
document that may be required or reasonably requested in writing
in order to allow such other party or its Credit Support Provider
to make a payment under this Agreement or any applicable Credit
Support Document without any deduction or withholding for or on
account of any Tax or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission
of such form or document would not materially prejudice the legal
or commercial position of the party in receipt of such demand),
with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be
executed and to be delivered with any reasonably required
certification,
in each case by the date specified in the Schedule or such Confirmation
or, if none is specified, as soon as reasonably practicable.
(b) Maintain Authorizations. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or
other authority that are required to be obtained by it with respect to
this Agreement or any Credit Support Document to which it is a party
and will use all reasonable efforts to obtain any that may become
necessary in the future.
(c) Comply with Laws. It will comply in all material aspects with
all applicable laws and orders to which it may be subject if failure so
to comply would materially impair its ability to perform its
obligations under this Agreement or any Credit Support Document to
which it is a party.
(d) Tax Agreement. It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true
promptly upon learning of such failure.
(e) Payment of Stamp Tax. Subject to Section 11, it will pay any
Stamp Tax levied or imposed upon it or in respect of its execution or
performance of this Agreement by a jurisdiction in which it is
incorporated, organized, managed and controlled, or considered to have
its seat, or in which a branch or office through which it is acting for
the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and
will indemnify the other party against any Stamp Tax levied or imposed
upon the other party or in respect of the other party's execution or
performance of this Agreement by any such Stamp Tax Jurisdiction which
is not also a Stamp Tax Jurisdiction with respect to the other party.
5. Events of Default and Termination Events
(a) Events of Default. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any of the following events
constitutes an event of default (an "Event of Default") with respect to
such party:-
(i) Failure to Pay or Deliver. Failure by the party to make, when
due, any payment under this Agreement or delivery under Section
2(a)(i) or 2(e) required to be made by it if such failure is not
remedied on or before the third Local Business Day after notice
of such failure is given to the party;
(ii) Breach of Agreement. Failure by the party to comply with
or perform any agreement or obligation (other than an obligation
to make any payment under this Agreement or delivery under
Section 2(a)(i) or 2(e) or to give notice of a Termination Event
or any agreement or obligation under Section 4(a)(i), 4(a)(iii)
or 4(d)) to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied on
or before the thirtieth day after notice of such failure is given
to the party;
(iii) Credit Support Default.
(1) Failure by the party or any Credit Support Provider of
such party to comply with or perform any agreement or
obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure
is continuing after any applicable grace period has elapsed;
(2) the expiration or termination of such Credit Support
Document or the failing or ceasing of such Credit Support
Document to be in full force and effect for the purpose of
this Agreement (in either case other than in accordance with
its terms) prior to the satisfaction of all obligations of
such party under each Transaction to which such Credit
Support Document relates without the written consent of the
other party; or
(3) the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document;
(iv) Misrepresentation. A representation (other than a
representation under Section 3(e) or (f)) made or repeated or
deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit
Support Document proves to have been incorrect or misleading in
any material respect when made or repeated or deemed to have been
made or repeated;
(v) Default under Specified Transaction. The party, any Credit
Support Provider of such party or any applicable Specified Entity
of such party (1) defaults under a Specified Transaction and,
after giving effect to any applicable notice requirement or grace
period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified
Transaction, (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of,
or any payment on early termination of, a Specified Transaction
(or such default continues for at least three Local Business Days
if there is no applicable notice requirement or grace period) or
(3) disaffirms, disclaims, repudiates or rejects, in whole or in
part, a Specified Transaction (or such action is taken by any
person or entity appointed or empowered to operate it or act on
its behalf);
(vi) Cross Default. If "Cross Default" is specified in the
Schedule as applying to the party, the occurrence or existence of
(1) a default, event of default or other similar condition or
event (however
described) in respect of such party, any Credit Support Provider
of such party or any applicable Specified Entity of such party
under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an
aggregate amount of not less than the applicable Threshold Amount
(as specified in the Schedule) which has resulted in such
Specified Indebtedness becoming, or becoming capable at such time
of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable
or (2) a default by such party, such Credit Support Provider or
such Specified Entity (individually or collectively) in making
one or more payments on the due date thereof in an aggregate
amount of not less than the applicable Threshold Amount under
such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);
(vii) Bankruptcy. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party:-
(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable
to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due; (3) makes a
general assignment, arrangement or composition with or for
the benefit of its creditors; (4) institutes or has
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such
proceeding or petition instituted or presented against it,
such proceeding or petition (A) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation
or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or
other similar official for it or for all or substantially all
its assets; (7) has a secured party take possession of all or
substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all its
assets and such secured party maintains possession, or any
such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8)
causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any action in
furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or
(viii) Merger Without Assumption. The party or any Credit
Support Provider of such party consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its
assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer:-
(1) the resulting, surviving or transferee entity fails to
assume all the obligations of such party or such Credit
Support Provider under this Agreement or any Credit Support
Document to which it or its predecessor was a party by
operation of law or pursuant to an agreement reasonably
satisfactory to the other party to this Agreement; or
(2) the benefits of any Credit Support Document fail to
extend (without the consent of the other party) to the
performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.
(b) Termination Events. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any event specified below
constitutes an Illegality if the event is specified in (i) below, a Tax
Event if the event is specified in (ii) below or a Tax Event Upon
Merger if the event is specified in (iii) below, and, if specified to
be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if
the event is specified pursuant to (v) below:-
(i) Illegality. Due to the adoption of, or any change in, any
applicable law after the date on which a Transaction is entered
into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority
with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by
the party of Section 4(b)) for such party (which will be the
Affected Party):-
(1) to perform any absolute or contingent obligation to
make a payment or delivery or to receive a payment or
delivery in respect of such Transaction or to comply with
any other material provision of this Agreement relating to
such Transaction; or
(2) to perform, or for any Credit Support Provider of such
party to perform, any contingent or other obligation which
the party (or such Credit Support Provider) has under any
Credit Support Document relating to such Transaction;
(ii) Tax Event. Due to (x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or
after the date on which a Transaction is entered into (regardless
of whether such action is taken or brought with respect to a
party to this Agreement) or (y) a Change in Tax Law, the party
(which will be the Affected Party) will, or there is a
substantial likelihood that it will, on the next succeeding
Scheduled Payment Date (1) be required to pay to the other party
an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an
amount is required to be deducted or withheld for or on account
of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid
in respect of such Tax under Section 2(d)(i)(4) (other than by
reason of Section 2(d)(i)(4)(A) or (B));
(iii) Tax Event Upon Merger. The party (the "Burdened Party") on
the next succeeding Scheduled Payment Date will either (1) be
required to pay an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
payment from which an amount has been deducted or withheld for or
on account of any Indemnifiable Tax in respect of which the other
party is not required to pay an additional amount (other than by
reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
result of a party consolidating or amalgamating with, or merging
with or into, or transferring all or substantially all its assets
to, another entity (which will be the Affected Party) where such
action does not constitute an event described in Section
5(a)(viii);
(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
specified in the Schedule as applying to the party, such party
("X"), any Credit Support Provider of X or any applicable
Specified Entity of X consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets
to, another entity and such action does not constitute an event
described in Section 5(a)(viii) but the creditworthiness of the
resulting, surviving or transferee entity is materially weaker
than that of X, such Credit Support Provider or such Specified
Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as
appropriate, will be the Affected Party); or
(v) Additional Termination Event. If any "Additional Termination
Event" is specified in the Schedule or any Confirmation as
applying, the occurrence of such event (and, in such event, the
Affected Party or Affected Parties shall be as specified for such
Additional Termination Event in the Schedule or such
Confirmation).
(c) Event of Default and Illegality. If an event or circumstance
which would otherwise constitute or give rise
to an Event of Default also constitutes an Illegality, it will be
treated as an Illegality and will not constitute an
Event of Default.
6. Early Termination
(a) Right to Terminate Following Event of Default. If at any time an
Event of Default with respect to a party (the "Defaulting Party") has
occurred and is then continuing, the other party (the "Non-defaulting
Party") may, by not ore than 20 days notice to the Defaulting Party
specifying the relevant Event of Default, designate a day not earlier
than the day such notice is effective as an Early Termination Date in
respect of all outstanding Transactions. If, however, "Automatic Early
Termination" is specified in the Schedule as applying to a party, then
an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party
of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time
immediately preceding the institution of the relevant proceeding or the
presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4)
or, to the extent analogous thereto, (8).
(b) Right to Terminate Following Termination Event.
(i) Notice. If a Termination Event occurs, an Affected Party
will, promptly upon becoming aware of it, notify the other party,
specifying the nature of that Termination Event and each Affected
Transaction and will also give such other information about that
Termination Event as the other party may reasonably require.
(ii) Transfer to Avoid Termination Event. If either an
Illegality under Section 5(b)(i)(1) or a Tax Event occurs and
there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected
Party will, as a condition to its right to designate an Early
Termination Date under Section 6(b)(iv), use all reasonable
efforts (which will not require such party to incur a loss,
excluding immaterial, incidental expenses) to transfer within 20
days after it gives notice under Section 6(b)(i) all its rights
and obligations under this Agreement in respect of the Affected
Transactions to another of its Offices or Affiliates so that such
Termination Event ceases to exist.
If the Affected Party is not able to make such a transfer it will
give notice to the other party to that effect within such 20 day
period, whereupon the other party may effect such a transfer
within 30 days after the notice is given under Section 6(b)(i).
Any such transfer by a party under this Section 6(b)(ii) will be
subject to and conditional upon the prior written consent of the
other party, which consent will not be withheld if such other
party's policies in effect at such time would permit it to enter
into transactions with the transferee on the terms proposed.
(iii) Two Affected Parties. If an Illegality under Section
5(b)(i)(1) or a Tax Event occurs and there are two Affected
Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under
Section 6(b)(i) on action to avoid that Termination Event.
(iv) Right to Terminate. If:-
(1) a transfer under Section 6(b)(ii) or an agreement under
Section 6(b)(iii), as the case may be, has not been effected
with respect to all Affected Transactions within 30 days after
an Affected Party gives notice under Section 6(b)(i); or
(2) an Illegality under Section 5(b)(i)(2), a Credit Event
Upon Merger or an Additional Termination Event occurs, or a
Tax Event Upon Merger occurs and the Burdened Party is not the
Affected Party,
either party in the case of an Illegality, the Burdened Party in
the case of a Tax Event Upon Merger, any Affected Party in the
case of a Tax Event or an Additional Termination Event if there
is more than one Affected Party, or the party which is not the
Affected Party in the case of a Credit Event Upon Merger or an
Additional Termination Event if there is only one Affected Party
may, by not more than 20 days notice to the other party and
provided that the relevant Termination Event is then continuing,
designate a day not earlier than the day such notice is effective
as an Early Termination Date in respect of all Affected
Transactions.
(c) Effect of Designation.
(i) If notice designating an Early Termination Date is given under
Section 6(a) or (b), the Early Termination Date will occur on the
date so designated, whether or not the relevant Event of Default
or Termination Event is then continuing.
(ii) Upon the occurrence or effective designation of an Early
Termination Date, no further payments or deliveries under Section
2(a)(i) or 2(e) in respect of the Terminated Transactions will be
required to be made, but without prejudice to the other
provisions of this Agreement. The amount, if any, payable in
respect of an Early Termination Date shall be determined pursuant
to Section 6(e).
(d) Calculations.
(i) Statement. On or as soon as reasonably practicable following
the occurrence of an Early Termination Date, each party will make
the calculations on its part, if any, contemplated by Section
6(e) and will provide to the other party a statement (1) showing,
in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e))
and (2) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written
confirmation from the source of a quotation obtained in
determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the
existence and accuracy of such quotation.
(ii) Payment Date. An amount calculated as being due in respect
of any Early Termination Date under Section 6(e) will be payable
on the day that notice of the amount payable is effective (in the
case of an Early Termination Date which is designated or occurs
as a result of an Event of Default) and on the day which is two
Local Business Days after the day on which notice of the amount
payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event). Such
amount will be paid together with (to the extent permitted under
applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the
relevant Early Termination Date to (but excluding) the date such
amount is paid, at the Applicable Rate. Such interest will be
calculated on the basis of daily compounding and the actual
number of days elapsed.
(e) Payments on Early Termination. If an Early Termination Date
occurs, the following provisions shall apply based on the parties'
election in the Schedule of a payment measure, either "Market
Quotation" or "Loss", and a payment method, either the "First Method"
or the "Second Method". If the parties fail to designate a payment
measure or payment method in the Schedule, it will be deemed that
"Market Quotation" or the "Second Method", as the case may be, shall
apply. The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any
Set-off.
(i) Events of Default. If the Early Termination Date results from
an Event of Default:-
(1) First Method and Market Quotation. If the First Method
and Market Quotation apply, the Defaulting Party will pay to
the Non-defaulting Party the excess, if a positive number, of
(A) the sum of the Settlement Amount (determined by the Non-
defaulting Party) in respect of the Terminated Transactions
and the Termination Currency Equivalent of the Unpaid Amounts
owing to the Non-defaulting Party over (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party.
(2) First Method and Loss. If the First Method and Loss
apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party's Loss
in respect of this Agreement.
(3) Second Method and Market Quotation. If the Second Method
and Market Quotation apply, an amount will be payable equal to
(A) the sum of the Settlement Amount (determined by the Non-
defaulting Party) in respect of the Terminated Transactions
and the Termination Currency Equivalent of the Unpaid Amounts
owing to the Non-defaulting Party less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party. If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if
it is a negative number, the Non-defaulting Party will pay the
absolute value of that amount to the Defaulting Party.
(4) Second Method and Loss. If the Second Method and Loss
apply, an amount will be payable equal to the Non-defaulting
Party's Loss in respect of this Agreement. If that amount is
a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-
defaulting Party will pay the absolute value of that amount to
the Defaulting Party.
(ii) Termination Events. If the Early Termination Date results
from a Termination Event:-
(1) One Affected Party. If there is one Affected Party, the
amount payable will be determined in accordance with Section
6(e)(i)(3), if Market Quotation applies, or Section
6(e)(i)(4), if Loss applies, except that, in either case,
references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party
and the party which is not the Affected Party, respectively,
and, if Loss applies and fewer than all the Transactions are
being terminated, Loss shall be calculated in respect of all
Terminated Transactions.
(2) Two Affected Parties. If there are two Affected Parties:-
(A) if Market Quotation applies, each party will
determine a Settlement Amount in respect of the
Terminated Transactions, and an amount will be payable
equal to (I) the sum of (a) one-half of the difference
between the Settlement Amount of the party with the
higher Settlement Amount ("X") and the Settlement Amount
of the party with the lower Settlement Amount ("Y") and
(b) the Termination Currency Equivalent of the Unpaid
Amounts owing to X less (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to Y; and
(B) if Loss applies, each party will determine its
Loss in respect of this Agreement (or, if fewer than all
the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable
equal to one-half of the difference between the Loss of
the party with the higher Loss ("X") and the Loss of the
party with the lower Loss ("Y").
If the amount payable is a positive number, Y will pay it to X;
if it is a negative number, X will pay the absolute value of
that amount to Y.
(iii) Adjustment for Bankruptcy. In circumstances where an
Early Termination Date occurs because "Automatic Early
Termination" applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as
are appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement
(and retained by such other party) during the period from the
relevant Early Termination Date to the date for payment
determined under Section 6(d)(ii).
(iv) Pre-Estimate. The parties agree that if Market Quotation
applies an amount recoverable under this Section 6(e) is a
reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection
against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.
7. Transfer
Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by
way of security or otherwise) by either party without the prior written
consent of the other party, except that:-
(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer
of all or substantially all its assets to, another entity (but without
prejudice to any other right or remedy under this Agreement); and
(b) a party may make such a transfer of all or any part of its
interest in any amount payable to it from a Defaulting Party under
Section 6(e).
Any purported transfer that is not in compliance with this Section will
be void.
8. Contractual Currency
(a) Payment in the Contractual Currency. Each payment under this
Agreement will be made in the relevant currency specified in this
Agreement for that payment (the "Contractual Currency"). To the extent
permitted by applicable law, any obligation to make payments under this
Agreement in the Contractual Currency will not be discharged or
satisfied by any tender in any currency other than the Contractual
Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable
manner and in good faith in converting the currency so tendered into
the Contractual Currency, of the full amount in the Contractual
Currency of all amounts payable in respect of this Agreement. If for
any reason the amount in the Contractual Currency so received falls
sort of the amount in the Contractual Currency payable in respect of
this Agreement, the party required to make the payment will, to the
extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate
for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.
(b) Judgments. To the extent permitted by applicable law, if any
judgment or order expressed in a currency other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect
of this Agreement, (ii) for the payment of any amount relating to any
early termination in respect of this Agreement or (iii) in respect of a
judgment or order of another court for the payment of any amount
described in (i) or (ii) above, the party seeking recovery, after
recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums
paid in such other currency and will refund promptly to the other party
any excess of the Contractual Currency received by such party as a
consequence of sums paid in such other currency if such shortfall or
such excess arises or results from any variation between the rate of
exchange at which the Contractual Currency is converted into the
currency of the judgment or order for the purposes of such judgment or
order and the rate of exchange at which such party is able, acting in a
reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually
received by such party. The term "rate of exchange" includes, without
limitation, any premiums and costs of exchange payable in connection
with the purchase of or conversion into the Contractual Currency.
(c) Separate Indemnities. To the extent permitted by applicable law,
these indemnities constitute separate and independent obligations from
the other obligations in this Agreement, will be enforceable as
separate and independent causes of action, will apply notwithstanding
any indulgence granted by the party to which any payment is owed and
will not be affected by judgment being obtained or claim or proof being
made for any other sums payable in respect of this Agreement.
(d) Evidence of Loss. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a
loss had an actual exchange or purchase been made.
9. Miscellaneous
(a) Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to its subject
matter and supersedes all oral communication and prior writings with
respect thereto.
(b) Amendments. No amendment, modification or waiver in respect of
this Agreement will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or electronic messages
on an electronic messaging system.
(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii)
and 6(c)(ii), the obligations of the parties under this Agreement will
survive the termination of any Transaction.
(d) Remedies Cumulative. Except as provided in this Agreement, the
rights, powers, remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and
privileges provided by law.
(e) Counterparts and Confirmations.
(i) This Agreement (and each amendment, modification and waiver
in respect of it) may be executed and delivered in counterparts
(including by facsimile transmission), each of which will be
deemed an original.
(ii) The parties intend that they are legally bound by the terms
of each Transaction from the moment they agree to those terms
(whether orally or otherwise). A Confirmation shall be entered
into as soon as practicable and may be executed and delivered in
counterparts (including by facsimile transmission) or be created
by an exchange of telexes or by an exchange of electronic
messages on an electronic messaging system, which in each case
will be sufficient for all purposes to evidence a binding
supplement to this Agreement. The parties will specify therein
or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.
(f) No Waiver of Rights. A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed to
operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or
further exercise, of that right, power or privilege or the exercise of
any other right, power or privilege.
(g) Headings. The headings used in this Agreement are for
convenience of reference only and are not to affect the construction of
or to be taken into consideration in interpreting this Agreement.
10. Offices; Multibranch Parties
(a) If Section 10(a) is specified in the Schedule as applying, each
party that enters into a Transaction through an Office other than its
head or home office represents to the other party that, notwithstanding
the place of booking office or jurisdiction of incorporation or
organization of such party, the obligations of such party are the same
as if it had entered into the Transaction through its head or home
office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.
(b) Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction
without the prior written consent of the other party.
(c) If a party is specified as a Multibranch Party in the Schedule,
such Multibranch Party may make and receive payments or deliveries
under any Transaction through any Office listed in the Schedule, and
the Office through which it makes and receives payments or deliveries
with respect to a Transaction will be specified in the relevant
Confirmation.
11. Expenses
A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses,
including legal fees and Stamp Tax, incurred by such other party by
reason of the enforcement and protection of its rights under this
Agreement or any Credit Support Document to which the Defaulting Party
is a party or by reason of the early termination of any Transaction,
including, but not limited to, costs of collection.
12. Notices
(a) Effectiveness. Any notice or other communication in respect of
this Agreement may be given in any manner set forth below (except that
a notice or other communication under Section 5 or 6 may not be given
by facsimile transmission or electronic messaging system) to the
address or number or in accordance with the electronic messaging system
details provided (see the Schedule) and will be deemed effective as
indicated:-
(i) if in writing an delivered in person or by courier, on the
date it is delivered;
(ii) if sent by telex, on the date the recipient's answerback is
received;
(iii) if sent by facsimile transmission, on the date that
transmission is received by a responsible employee of the
recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile machine);
(iv) if sent by certified or registered mail (airmail, if
overseas) or the equivalent (return receipt requested), on the
date that mail is delivered or its delivery is attempted; or
(v) if sent by electronic messaging system, on the date that
electronic message is received,
unless the date of delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is
delivered (or attempted) or received, as applicable, after the close of
business on a Local Business Day, in which case that communication
shall be deemed given and effective on the first following day that is
a Local Business Day.
(b) Change of Addresses. Either party may by notice to the other
change the address, telex or facsimile number or electronic messaging
system details at which notices or other communications are to be given
to it.
13. Governing Law and Jurisdiction
(a) Governing Law. This Agreement will be governed by and construed
in accordance with the law specified in the Schedule.
(b) Jurisdiction. With respect to any suit, action or proceedings
relating to this Agreement ("Proceedings"), each party irrevocably:-
(i) submits to the jurisdiction of the English courts, if this
Agreement is expressed to be governed by English law, or to the
non-exclusive jurisdiction of the courts of the State of New York
and the United States District Court located in the Borough of
Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and
(ii) waives any objection which it may have at any time to the
laying of venue of any Proceedings brought in any such court,
waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with
respect to such Proceedings, that such court does not have any
jurisdiction over such party.
Nothing in this Agreement precludes either party from bringing
Proceedings in any other jurisdiction (outside, if this Agreement is
expressed to be governed by English law, the Contracting States, as
defined in Section 1(3) of the Civil Jurisdiction and Judgments Act of
1982 or any modification, extension or re-enactment thereof for the
time being in force) nor will the bringing of Proceedings in any one or
more jurisdictions preclude the bringing of Proceedings in any other
jurisdiction.
(c) Service of Process. Each party irrevocably appoints the Process
Agent (if any) specified opposite its name in the Schedule to receive,
for it and on its behalf, service of process in any Proceedings. If
for any reason any party's Process Agent is unable to act as such, such
party will promptly notify the other party and within 30 days appoint a
substitute process agent acceptable to the other party. The parties
irrevocably consent to service of process given in the manner provided
for notices in Section 12. Nothing in this Agreement will affect the
right of either party to serve process in any other manner permitted by
law.
(d) Waiver of Immunities. Each party irrevocably waives, to the
fullest extent permitted by applicable law, with respect to itself and
its revenues and assets (irrespective of their use or intended use),
all immunity on the grounds of sovereignty or other similar grounds
from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of
property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it
or its revenues or assets might otherwise be entitled in any
Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any
such immunity in any Proceedings.
14. Definitions
As used in this Agreement:-
"Additional Termination Event" has the meaning specified in Section
5(b).
"Affected Party" has the meaning specified in Section 5(b).
"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and
(b) with respect to any other Termination Event, all Transactions.
"Affiliate" means, subject to the Schedule, in relation to any person,
any entity controlled, directly or indirectly, by the person, any
entity that controls, directly or indirectly, the person or any entity
directly or indirectly under common control with the person. For this
purpose, "control" of any entity or person means ownership of a
majority of the voting power of the entity or person.
"Applicable Rate" means:-
(a) in respect of obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Defaulting Party, the Default
Rate;
(b) in respect of an obligation to pay an amount under Section 6(e)
of either party from and after the date (determined in accordance with
Section 6(d)(ii)) on which that amount is payable, the Default Rate;
(c) in respect of all other obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting
Party, the Non-default Rate; and
(d) in all other cases, the Termination Rate.
"Burdened Party" has the meaning specified in Section 5(b).
"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or
after the date on which the relevant Transaction is entered into.
"consent" includes a consent, approval, action, authorization,
exemption, notice, filing, registration or exchange control consent.
"Credit Event Upon Merger" has the meaning specified in Section 5(b).
"Credit Support Document" means any agreement or instrument that is
specified as such in this Agreement.
"Credit Support Provider" has the meaning specified in the Schedule.
"Default Rate" means a rate per annum equal to the cost (without proof
or evidence of any actual cost) to the relevant payee (as certified by
it) if it were to fund or of funding the relevant amount plus 1% per
annum.
"Defaulting Party" has the meaning specified in Section 6(a).
"Early Termination Date" means the date determined in accordance with
Section 6(a) or 6(b)(iv).
"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.
"Illegality" has the meaning specified in Section 5(b).
"Indemnifiable Tax" means any Tax other than a Tax that would not be
imposed in respect of a payment under this Agreement but for a present
or former connection between the jurisdiction of the government or
taxation authority imposing such Tax and the recipient of such payment
or a person related to such recipient (including, without limitation, a
connection arising from such recipient or related person being or
having been a citizen or resident of such jurisdiction, or being or
having been organized, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or
fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment
under, or enforced, this Agreement or a Credit Support Document).
"law" includes any treaty, law, rule or regulation (as modified, in the
case of tax matters, by the practice of any relevant governmental
revenue authority) and "lawful" and "unlawful" will be construed
accordingly.
"Local Business Day" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any
obligation under Section 2(a)(i), in the place(s) specified in the
relevant Confirmation or, if not so specified, as otherwise agreed by
the parties in writing or determined pursuant to provisions contained,
or incorporated by reference, in this Agreement, (b) in relation to any
other payment, in the place where the relevant account is located and,
if different, in the principal financial centre, if any, of the
currency of such payment, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in
the city specified in the address for notice provided by the recipient
and, in the case of a notice contemplated by Section 2(b), in the place
where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.
"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith
to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated
Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of
such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge
or related trading position (or any gain resulting from any of them).
Loss includes losses and costs (or gains) in respect of any payment or
delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early
Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not
include a party's legal fees and out-of-pocket expenses referred to
under Section 11. A party will determine its Loss as of the relevant
Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A party
may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the
relevant markets.
"Market Quotation" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined
on the basis of quotations from Reference Market-makers. Each
quotation will be for an amount, if any, that would be paid to such
party (expressed as a negative number) or by such party (expressed as a
positive number) in consideration of an agreement between such party
(taking into account any existing Credit Support Document with respect
to the obligations of such party) and the quoting Reference Market-
maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of
each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date.
For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be excluded but,
without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming
satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree. The party making the
determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the
same day and time (without regard to different time zones) on or as
soon as reasonably practicable after the relevant Early Termination
Date. The day and time as of which those quotations are to be obtained
will be selected in good faith by the party obligated to make a
determination under Section 6(e), and, if each party is so obliged,
after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and
lowest values. If exactly three such quotations are provided, the
Market Quotation will be the quotation remaining after disregarding the
highest and lowest quotations. For this purpose, if more than one
quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot
be determined.
"Non-default Rate" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the Non-defaulting party (as
certified by it) if it were to fund the relevant amount.
"Non-defaulting Party" has the meaning specified in Section 6(a).
"Office" means a branch or office of a party, which may be such party's
head or home office.
"Potential Event of Default" means any event which, with the giving of
notice or the lapse of time or both, would constitute an Event of
Default.
"Reference Market-makers" means four leading dealers in the relevant
market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which
satisfy all the criteria that such party applies generally at the time
in deciding whether to offer or to make an extension of credit and (b)
to the extent practicable, from among such dealers having an office in
the same city.
"Relevant Jurisdiction" means, with respect to a party, the
jurisdictions (a) in which the party is incorporated, organized,
managed and controlled or considered to have its seat, (b) where an
Office through which the party is acting for purposes of this Agreement
is located, (c) in which the party executes this Agreement and (d) in
relation to any payment, from or through which such payment is made.
"Scheduled Payment Date" means a date on which a payment or delivery is
to be made under Section 2(a)(i) with respect to a Transaction.
"Set-off" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the
payer of an amount under Section 6 is entitled or subject (whether
arising under this Agreement, another contract, applicable law or
otherwise) that is exercised by, or imposed on, such payer.
"Settlement Amount" means, with respect to a party and any Early
Termination Date, the sum of:-
(a) the Termination Currency Equivalent of the Market Quotations
(whether positive or negative) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation is determined;
and
(b) such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction or
group of Terminated Transactions for which a Market Quotation cannot be
determined or would not (in the reasonable belief of the party making
the determination) produce a commercially reasonable result.
"Specified Entity" has the meaning specified in the Schedule.
"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or
surety or otherwise) in respect of borrowed money.
"Specified Transaction" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now existing
or hereafter entered into between one party to this Agreement (or any
Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable Specified
Entity of such other party) which is a rate swap transaction, basis
swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or
nay other similar transaction (including any option with respect to any
of these transactions), (b) any combination of these transactions and
(c) any other transaction identified as a Specified Transaction in this
Agreement or the relevant confirmation.
"Stamp Tax" means any stamp, registration, documentation or similar
tax.
"Tax" means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and
additions thereto) that is imposed by any government or other taxing
authority in respect of any payment under this Agreement other than a
stamp, registration, documentation or similar tax.
"Tax Event" has the meaning specified in Section 5(b).
"Tax Event Upon Merger" has the meaning specified in Section 5(b).
"Terminated Transactions" means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected
Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the
effectiveness of the notice designating that Early Termination Date
(or, if "Automatic Early Termination" applies, immediately before that
Early Termination Date).
"Termination Currency" has the meaning specified in the Schedule.
"Termination Currency Equivalent" means, in respect of any amount
denominated in the Termination Currency, such Termination Currency
amount and, in respect of any amount denominated in a currency other
than the Termination Currency (the "Other Currency"), the amount in the
Termination Currency determined by the party making the relevant
determination as being required to purchase such amount of such Other
Currency as at the relevant Early Termination Date, or, if the relevant
Market Quotation or Loss (as the case may be), is determined as of a
later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected
as provided below) for the purchase of such Other Currency with the
Termination Currency at or about 11:00 a.m. (in the city in which such
foreign exchange agent is located) on such date as would be customary
for the determination of such a rate for the purchase of such Other
Currency for value on the relevant Early Termination Date or that later
date. The foreign exchange agent will, if only one party is obliged to
make a determination under Section 6(e), be selected in good faith by
that party and otherwise will be agreed by the parties.
"Termination Event" means an Illegality, a Tax Event or a Tax Event
Upon Merger or, if specified to be applicable, a Credit Event Upon
Merger or an Additional Termination Event.
"Termination Rate" means a rate per annum equal to the arithmetic mean
of the cost (without proof or evidence of any actual cost) to each
party (as certified by such party) if it were to fund or of funding
such amounts.
"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have
become payable but for Section 2(a)(iii)) to such party under Section
2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which
was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination
Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or
would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent
permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were
or would have been required to have been paid or performed to (but
excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market
value of any obligation referred to in clause (b) above shall be
reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the
average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.
IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on
the first page of this document.
Credit Suisee Financail Products MBNA Master
Credit Card Trust II
(Name of Party)
(Name of Party)
By /s/ Manuel J. Alvarez By The Bank of New York,
soley in its capacity as
Trustee and not in its
individual capacity
Name: Manuael J. Alvarez Name:
Title: Attorney-in-Fact Title:
Date: Date:
By /s/ Edmond J. Curtin By /s/ Reyne A. Macadaeg
Name: Edmond J. Curtin Name: Reyne A. Macadaeg
Title: Attorney-in-Fact Title: Vice President
Date: 7/30/98 Date: 7/30/98
EXHIBIT 10.2
SCHEDULE
to the
Master Agreement
dated as of July 30, 1998
between
Credit Suisse Financial Products ("Party A"),
and
THE BANK OF NEW YORK (the "Trustee")
acting as trustee for
The MBNA MASTER CREDIT CARD TRUST II ("Party B"), a trust formed
pursuant to a pooling and servicing agreement dated as of August 4,
1994 (as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"), as supplemented by the Series 1998-D Supplement
dated as of July 30, 1998 each between MBNA America Bank, National
Association, as Seller and Servicer, and the Trustee (the Pooling and
Servicing Agreement, as so supplemented, the "Trust Agreement").
Part 1. Termination Provisions
In this Agreement:
(a) "Specified Entity" shall not apply for purposes of this
Agreement.
(b) "Specified Transaction" will have the meaning specified in
Section 14 of this Agreement.
(c) The "Breach of Agreement" provisions of Section 5(a)(ii), the
"Misrepresentation" provisions of Section 5(a)(iv), the "Default
under Specified Transaction" provisions of Section 5(a)(v), the
"Cross Default" provisions of Section 5(a)(vi), the "Merger
Without Assumption" provisions of Section 5(a)(viii), the "Tax
Event" provisions of Section 5(b)(ii), "Tax Event Upon Merger"
provisions of Section 5(b)(iii), and the "Credit Event Upon
Merger" provisions of Section 5(b)(iv) will not apply to Party A
and will not apply to Party B. Solely with respect to payments
required to be made by Party A relating to the Rapid Accumulation
Period, the word "third" in the final line of Section 5(a)(i)
shall be replaced with "12:00 noon New York City time of the
first".
(d) The "Automatic Early Termination" provisions of Section 6(a) will
not apply to Party A and will not apply to Party B.
(e) Payments on Early Termination. For the purpose of Section 6(e)
of this Agreement, Market Quotation and the Second Method will
apply; provided, however, that in the case of an Event of Default
with respect to Party A as the Defaulting Party or a Termination
Event with respect to Party A as the Affected Party, the related
Settlement Amount, if negative, will be deemed to be zero if the
Market Quotation cannot be determined.
(f) Market Quotation. Notwithstanding anything to the contrary in
the definition of Market Quotation in Section 14, in the case of
an Event of Default with respect to Party A as the Defaulting
Party or a Termination Event with respect to Party A as the
Affected Party, the Market Quotation, if negative, will be deemed
to be the negative quotation, if any, with the highest absolute
value received from any Reference Market-maker, even if only one
quotation is provided, with which Party B is able, using its best
efforts, to enter into a Replacement Transaction even if Party B
reasonably believes such Market Quotation would not produce a
commercially reasonable result.
(g) "Reference Market-maker" will not have the meaning specified in
Section 14, but will instead mean the following:
"Reference Market-maker" means five leading dealers in the
relevant market selected by the party determining the
Market Quotation in good faith (a) from among dealers which
are rated not lower than investment grade by S&P and
Moody's which satisfy the criteria that such party applies
generally at that time in deciding whether to offer or make
an extension of credit and (b) to the extent practicable,
from among dealers having an office in the same city.
(h) "Termination Currency" means United States Dollars ("USD").
Part 2. Tax Representations.
(a) Payer Tax Representations. For the purpose of Section 3(e) of
this Agreement, Party A and Party B will each make the following
representation:
It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or
on account of any Tax from any payment (other than interest under
Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by
it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f)
of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) and 4(a)(iii) of this
Agreement; and (iii) the satisfaction of the agreement of the
other party contained in Section 4(d) of this Agreement, provided
that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not
deliver a form of document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f) of this
Agreement, Party A and Party B make the following
representations:
(i) The following representation will apply to Party B:
For United States federal income tax purposes it is a
"United States Person" as defined in
7701 (a)(30) of the Internal Revenue Code.
(ii) The following representation will apply to Party A:
For the purpose of Section 3(f) of this Agreement, Party A
represents that (i) it is wholly exempt from deduction or
withholding of Tax imposed by the United States or any
policitcal subdivision or taxing authority thereof or
therein part of all amounts to be made in connection with
this Agreement because of an applicable tax treaty to which
the United States is a party, and (ii) the balance of all
amounts received or to be received by it in connection with
this Agreement will be effectively connected with its
conduct of a trade or business in the United States.
Part 3. Agreement to Deliver Documents.
For the purpose of Sections 3(d), 4(a)(i) and (ii) of this
Agreement, each party agrees to deliver the following documents,
as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document-
Form/Document/Certificate-
Date by which
to be delivered-Covered by Section 3(d) Representation
Party B-Any form or document that may be reasonably requested, and that
Party B is eligible to provide, in order to allow the requesting party
to make a payment without (or with reduced) withholding Tax.-Promptly
upon reasonable demand by the other party.-Yes
Party A-An accurate and complete signed copy of Internal Revenue
Service Form 1001 and all other related forms (including any
certificate with respect thereto) as Party B may reasonably request,
and two accurate and completed signed copies of Internal Revenue
Service Form 4224, and all other related forms (including any
certificate with respect thereto) as Party B may reasonably request.-
Within 30 days of the execution and delivery of this Agreement, but in
no event later than the date of the first payment made by Party B to
Party A in connection with the Agreement and additionally, prior to the
date on which the first payment is to be made by Party B, with respect
to each succeeding calendar year; and within the earlier of (i) 30 days
of a change in circumstances that renders the forms previously
delivered to Party B inaccurate or incomplete in any material respect
or (ii) the first Party B Floating Amount Payment Date which falls
after a change in circumstances that renders the forms previously
delivered to Party B inaccurate or incomplete in any material respect.-
Yes
(b) Other documents to be delivered are:
Party required to deliver document-
Form/Document/Certificate-
Date by which to be delivered-Covered by Section 3(d)
Party A-Opinions of counsel for Party A substantially in the form of
Exhibit A to this Schedule-Upon execution of this Agreement-Yes
Party A-An incumbency certificate with respect to the signatory of this
Agreement-Upon execution of this Agreement-Yes
Party B-An opinion of counsel for Party B substantially in the form of
Exhibit B to this Schedule-Upon execution of this Agreement-Yes
Party B-An incumbency certificate with respect to the signatory of this
Agreement-Upon execution of this Agreement-Yes
Party B-Documentary evidence of authority of The Bank of New York, as
Trustee, to act on behalf of Party B-Upon execution of this Agreement-
Yes
Part 4. Miscellaneous.
(a) Addresses for Notices. For the purpose of Section 12(a):
Address for notices or communications to Party A:
Address: Credit Suisse Financial Products
One Cabot Square
London E14 4QJ
Attention: Head of Operations
Facsimile No. (44-171) 888-2686
With a copy to:
CSFP Capital, Inc.
Eleven Madison Ave.
New York, NY 10010-3629
Attention: Head of Operations Department
Facsimile No. (212) 335-8176 or 8177
Address for notices or communications to Party B:
Address: MBNA Master Credit Card Trust II
c/o The Bank of New York, as Trustee
101 Barclay Street
New York, NY 10286
Attention: Corporate Trust Department
Telephone No.: (212) 815-5732
Facsimile No.: (212) 815-5999
with a copy to:
MBNA Master Credit Card Trust II
MBNA America Bank, National Association,
as Servicer
Securitization Servicing
Wilmington, DE 19884-0760
Attention: Michelle Dumont
Telephone No.: (302) 457-0146
Facsimile No.: (302) 457-0056
For all purposes.
(b) Process Agent. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not applicable.
Party B appoints as its Process Agent: Not applicable.
(c) Offices. The provisions of Section 10(a) will apply to this
Agreement.
(d) Multibranch Party. For the purpose of Section 10(c) of this
Agreement.
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is the Trustee, unless
otherwise specified in a Confirmation in relation to the relevant
Transaction.
(f) Credit Support Document. Details of any Credit Support Document:
In the case of Party A: Not applicable.
In the case of Party B: Not applicable.
(g) Credit Support Provider.
In relation to Party A: Not applicable
In relation to Party B: Not applicable
(h) Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York (without
reference to choice of law doctrine but without prejudice to the
provisions of Section 5-1401 of the General Obligations Law of
the State of New York).
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this
Agreement will apply to any of the Transactions, except that it
will not apply to payments by each Party to the other if Party B
so notifies Party A ten (10) days in advance of the date such
Payments are due.
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, except that with respect to Party B there shall be
deemed to be no Affiliates.
Part 5. Other Provisions.
(a) Confirmation. Each Confirmation supplements, forms part of, and
will be read and construed as one with, this Agreement. A form
of Confirmation is set forth as Exhibit C hereto.
(b) Waiver of Trial By Jury. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a
trial by jury in respect of any suit, action or proceeding
relating to this Agreement. Each party (i) certifies that no
representative, agent or attorney of the other party has
represented, expressly or otherwise, that such other party would
not, in the event of such a suit, action or proceeding, seek to
enforce the foregoing waiver and (ii) acknowledges that it and
the other party have been induced to enter this Agreement by,
among other things, the mutual waivers and certifications in this
Section.
(c) Non-Petition. Party A hereby agrees that it will not bring any
action (whether in bankruptcy or otherwise) against Party B in
any court prior to the date which is one year and one day after
all Investor Certificates (as such term is defined in the Pooling
and Servicing Agreement), including all collateral interests and
class C interests, of Party B have been paid in full.
(d) Assignment. In the event the long-term debt obligations of Party
A are lowered to below the category of BBB- by Standard & Poor's
Corporation ("S&P") or Baa3 by Moody's Investor Services
("Moody's") or such rating agencies' then equivalent ratings, or
such ratings are withdrawn by either S&P or Moody's, Party A
shall assign and delegate its rights and obligations under any
Transaction to a replacement counterparty, subject to the prior
written direction of Party B.
(e) Provision for Payments from Party B. Notwithstanding anything
contained in this Agreement to the contrary, any amount required
to be paid by Party B pursuant to this Agreement will be payable
only to the extent provided in subsections 4.09(a)(ii) and
4.16(e) of the Trust Agreement (as each such term is defined in
the Confirmation). The Trustee shall not be required to expend
or risk its own funds or otherwise incur any liability in
connection with this Agreement, and Party A shall not bring any
claim whatsoever against the Trustee in its individual capacity
or against the assets of the Trustee (other than the assets of
the Trust).
(f) Definition of Trustee. For purposes of this Agreement the term
"Trustee" shall mean The Bank of New York as trustee for Party B.
(g) Relationship Between Parties. Each party will be deemed to
represent to the other party on the date on which it enters into
this Agreement that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary):
(i) Non-Reliance. It is acting for its own account, and it has
made its own independent decisions to enter into this Agreement
and as to whether this Agreement is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as
it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into this Agreement; it being understood
that information and explanations related to the terms and
conditions of this Agreement shall not be considered investment
advice or a recommendation to enter into this Agreement. No
communication (written or oral) received from the other party
shall be deemed to be an assurance or guarantee as to the
expected results of this Agreement.
(ii) Assessment and Understanding. It is capable of assessing
the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts,
the terms, conditions and risks of this Agreement. It is also
capable of assuming, and assumes, the risks of this Agreement.
(iii) Status of Parties. The other party is not acting as a
fiduciary for or as adviser to it in respect of this Agreement.
(h) Additional Representations. Each of Party A and Party B
represents that it is an "eligible swap participant" as defined
in Commodities Futures Trading Commission Rule 35.1(b)(2)(vi)
(17 C.F.R. 35(b)(2)(vi)).
(i) Negative Interest Rates. Party A and Party B agree that:
if, with respect to a Calculation Period for a Transaction, a
party ("X") is obligated to pay a Floating Amount that is a
negative number (either by reason of a negative Floating Rate or
the subtraction of a Spread from the Floating Rate), the Floating
Amount with respect to X for that Calculation Period will be
deemed to be zero, and the other party ("Y") will pay to X the
absolute value of the negative Floating Amount, in addition to
any amounts otherwise owned by Y to X, on the Payment Date such
Floating Amount would have been payable if it had been a positive
number. Any amounts paid by Y to X pursuant to this provision
will be paid to such account as X may designate (unless Y gives
timely notice of a reasonable objection to such designation) in
the currency in which that Floating Amount would have been paid
if it had been a positive number (and without regard to the
currency in which Y is otherwise obligated to make payments).
(j) Limited Recourse. It is expressly understood and agreed by the
parties hereto that (i) this Agreement and each Transaction
entered into pursuant to this Agreement is entered into by The
Bank of New York, not individually or personally but solely as
Trustee of the Trust in the exercise of the powers and authority
conferred and vested in it, (ii) the representations,
undertakings and agreements herein made on the part of the Trust
are made and intended not as personal representations,
undertakings and agreements by the Trustee but are made and
intended for the purpose of binding only the Trust, (iii) nothing
herein contained shall be construed as creating any liability on
the Trustee, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties who are signatories
to this Agreement and by any Persons claiming by, through or
under such parties; provided, however, that the Trustee shall be
liable in its individual capacity for its own willful misconduct
or gross negligence and (iv) under no circumstances shall the
Trustee be personally liable for the payment of any indebtedness
or expenses of the Trust or be liable for the breach or failure
of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Agreement.
The parties executing this Schedule have executed the Master
Agreement and have agreed as to the contents of this Schedule.
CREDIT SUISSE FINANCIAL PRODUCTS
By: _______________________
Name: ____________________
Title: ____________________
By: _______________________
Name: ____________________
Title: ____________________
MBNA MASTER CREDIT CARD TRUST II
THE BANK OF NEW YORK, solely in its
capacity as
trustee and not in its individual
capacity
By: _______________________
Name:_____________________
Title: ____________________
EXHIBIT A to Schedule
[Form of Opinion of Counsel for Party A]
[date]
MBNA Master Credit Card Trust II
c/o The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Joseph G. Ernst
Gentlemen:
I have acted as counsel to Credit Suisse Financial Products
("Party A"), and am familiar with matters pertaining to the execution
and delivery of the Master Agreement (the "Master Agreement") dated as
of July 30, 1998 between Party A and The Bank of New York as Trustee
for the MBNA Master Credit Card Trust II ("Party B"). The Master
Agreement is to be supplemented by confirmations of swap transactions
to be entered into by Party A and Party B from time to time (each a
"Confirmation") and the Master Agreement, together with all such
Confirmation, shall constitute one agreement.
In connection with this opinion, I have examined or had examined
on my behalf an executed copy of the Master Agreement and the form of
Confirmation attached thereto, and certificates of public officials and
officers of Party A and such other documents as I have deemed necessary
or appropriate for the purposes of this opinion. In such opinion, I
have assumed the genuineness of all the signatures, the authenticity of
all documents submitted to me as originals and the conformity to
authentic original documents of all documents submitted to me as
certified, conformed or photostatic copies. I have also assumed that
each Confirmation will be in substantially the form of Exhibit C to the
Master Agreement.
Based upon the foregoing, I am of the opinion that:
1. Party A is a corporation duly organized and validly
existing under the laws of _________.
2. The execution, delivery and performance of the Master
Agreement and each Confirmation are within the corporate power of Party
A, have been duly authorized by all necessary corporate action and do
not, or, with respect to each Confirmation, will not, conflict with any
provision of its articles of incorporation or by-laws.
3. The Master Agreement has been duly executed and delivered
by Party A and constitutes, and with respect to each Confirmation, upon
due execution and delivery by Party A, will constitute, a legally valid
and binding obligation of Party A, enforceable against it in accordance
with its terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors' rights
generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a
proceeding in equity or at law)).
4. To the best of my knowledge no consent, authorization,
license or approval of or registration or declaration with, any United
States of America federal or New York governmental authority is
required in connection with the execution, delivery and performance of
the Master Agreement and each Confirmation by Party A.
EXHIBIT B to Schedule
[Form of Opinion of Counsel for Trustee]
EXHIBIT C to Schedule
Date: July 30, 1998
To: The Bank of New York acting as
Trustee for the
MBNA Master Credit Card Trust II
Telephone: (212) 815-5732
Telecopier: (212) 815-5999
From: Credit Suisse Financial Products
Subject: Swap Transaction
The purpose of this communication is to set forth the terms
and conditions of the swap transaction entered into on the Trade Date
referred to below (the "Swap Transaction"), between THE BANK OF NEW
YORK (the "Trustee") acting as trustee for the MBNA MASTER CREDIT CARD
TRUST II ("Party B"), but only as relates to the Series 1998-D Class A
5.80% Certificates (the "Trust") and Credit Suisse Financial Products
("Party A"). This communication constitutes a "Confirmation" as
referred to in the Swap Agreement specified below.
This Confirmation supplements, forms part of, and is
subject to, the Master Agreement dated as of July 30, 1998, between
Party A and Party B (the "Master Agreement"). All provisions contained
in, or incorporated by reference to, such Master Agreement shall govern
this Confirmation except as expressly modified below.
This Confirmation and the Schedule to the Master Agreement
(the "Schedule") each incorporate the definitions and provisions
contained in (i) the 1991 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) (the
"Definitions"), without regard to any amendment to the Definitions
subsequent to the date hereof, and (ii) the Series 1998-D Supplement
dated as of July 30, 1998 (the "Supplement") to the Pooling and
Servicing Agreement dated as of August 4, 1994 by and between MBNA
America Bank, National Association, as Seller and Servicer, and The
Bank of New York, as Trustee (as amended, the "Pooling and Servicing
Agreement", together with the Supplement, the "Trust Agreement"), and
relating to the Trust, Series 1998-D ("Series 1998-D") and, in partic-
ular, for the purposes hereof, the Class A 5.80% Asset Backed
Certificates, Series 1998-D (the "Class A Certificates"). In the event
of any inconsistency between the definitions in the Supplement and any
of the Definitions, the Schedule or this Confirmation, the definitions
in the Supplement will govern; in the event of any inconsistency be-
tween this Confirmation and either the Schedule or the Definitions,
this Confirmation will govern; and in the event of any inconsistency
between the Schedule and the Definitions, the Schedule will govern.
The terms of this particular Swap Transaction to which this
Confirmation relates are as follows:
Trade Date:-July 22, 1998
Effective Date:-The Closing Date for Series 1998-D
Termination Date:-The Scheduled Payment Date; provided, however, that
in the event that the Rapid Amortization Period commences as a result
of a Trust Pay Out Event, the Termination Date will be the earlier of
(i) the date on which the Notional Amount is zero and (ii) the
Scheduled Payment Date.
Fixed Amounts:-
Fixed Rate
Payer:-Party A.
Fixed Rate:-5.80%
Calculation
Periods:
- -For the initial Calculation Period, the period from and including the
Effective Date through the day preceding the first Distribution Date;
thereafter, each Calculation Period will be the period from and
including the previous Distribution Date through the day preceding the
current Distribution Date (without adjustment).
Fixed Amount
for Initial
Calculation
Period:-$3,443,750.00
Fixed Rate
Notional
Amount:-For the initial Calculation Period, $475,000,000 (the initial
outstanding principal balance of the Class A Certificates), and
thereafter the outstanding principal balance of Class A Certificates as
of the Record Date which occurs during each Calculation Period.
Fixed Rate
Payer Payment
Dates:-Each Transfer Date.
Fixed Rate Day
Count Fraction:-30/360
Floating Amounts:-
Floating Rate
Payer:
- -Party B.
Calculation
Periods:-For the initial Calculation Period, the period from and
including the Effective Date through the day preceding the first
Distribution Date; thereafter, each Calculation Period will be the
period from and including the previous Distribution Date through the
day preceding the current Distribution Date (without adjustment).
Floating Rate
Payer Payment
Dates:-Each Transfer Date.
Floating Rate
Option:-USD-LIBOR-BBA; provided, however, that the last sentence of the
definition of "USD-LIBOR-Reference Banks" is hereby amended to replace
the penultimate use of "that Reset Date" with "the day that is two
London Banking Days preceding that Reset Date."
Reset Dates:-Means, with respect to the initial Calculation Period, the
Effective Date, for the period from and including the Effective Date
through and including the day preceding the first Distribution Date,
and with respect to each Calculation Period thereafter, the first day
of such Calculation Period.
Calculation Dates:-Means, with respect to each Calculation Period, the
first day of such Calculation Period.
Designated
Maturity:-For the initial Calculation Period, two month, and for each
Calculation Period thereafter, one month.
Floating Rate
Spread:-%
Floating Rate
Notional
Amount:-For the initial Calculation
Period, $475,000,000 (the initial outstanding principal balance of the
Class A Certificates), and thereafter the outstanding principal balance
of the Class A Certificates as of the Record Date which occurs during
each Calculation Period.
Floating Rate
Day Count Fraction:-Actual/360.
Compounding:-Not Applicable.
Calculation Agent: -Trustee.
Business Days: -New York and Newark, Delaware.
Credit Support Document: -Not Applicable.
Other Provisions:-If at any time during the Term of the Swap
Transaction Party A's rating is reduced below AA- by S&P or below Aa3
by Moody's, or is withdrawn by either S&P or Moody's, the Trustee at
the written instruction of the Servicer, on behalf of the Trust shall
establish and maintain with a Qualified Institution, in the name of the
Trust for the benefit of the Class A Certificateholders, the interest
reserve account as a segregated trust account held for the benefit of
Class A Certificateholders (the "Interest Reserve Account"). Within
thirty days of such reduction or withdrawal, Party A shall fund the
Interest Reserve Account in an amount equal to one-twelfth of the
product of (a) the Fixed Rate, and (b) the outstanding principal
balance of the Class A Certificates on the Record Date preceding such
reduction or withdrawal for reinvestment in accordance with the
Supplement; provided, however, that the failure of Party A to
adequately fund the Interest Reserve Account within thirty days of such
reduction or withdrawal shall not constitute an Event of Default
pursuant to the provisions of subsection 5(a) or a Termination Event
pursuant to the provisions of subsection 5(b). Party A shall treat the
amount on deposit in the Interest Reserve Account as its money for tax
purposes. After establishment of the Interest Reserve Account, in the
event there shall occur an Early Termination Date as a result of an
Event of Default with respect to Party A as the Defaulting Party or a
Termination Event with respect to Party A as the Affected Party, the
funds then contained in the Interest Reserve Account will be deposited
into the Finance Charge Account to the extent provided in the
Supplement. Upon termination of the Interest Reserve Account as
provided in the Supplement after payment of all amounts owing to the
Series 1998-D Certificateholders that are payable from such account,
the Trustee will release all amounts on deposit therein to Party A.
- -If Party B notifies Party A that netting of payments will not apply to
any of the Transactions pursuant to Part 4(i) of the Schedule, each
payment obligation of Party B under Section 2(a)(i) of the Master
Agreement in respect of this Swap Transaction shall be subject to the
condition precedent that in respect of each such payment obligation
each amount payable by Party A with respect to this Swap Transaction
shall be paid by Party A by 10:00 a.m., New York City time, on the
relevant Payment Date.
London Banking Day:-New York, New York and London, England.
Governing Law: -New York.
Offices:-Party A is not a Multibranch Party.
- -Party B is not a Multibranch Party.
Payment Instructions
for Party A USD:-Credit Suisse First Boston, New York
11 Madison Avenue
New York, NY 10010
ABA Number: 026-009-179
For favor Credit Suisse Financial Products
Acct. Number 32491401
Payment Instructions
for the Trust in USD:
- -Bank of New York, New York ABA# 021000018
A/C of MBNA Master Credit Card Trust II Series 1998-D
A/C# 234381
Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Swap Transaction by signing in the space
provided below and sending a copy of the executed Confirmation to us.
It has been a pleasure working with you on this transaction and we look
forward to working with you again in the future.
Very truly yours,
CREDIT SUISSE FINANCIAL PRODUCTS
By: Manuel J. Alvarez
Name: Manuel J. Alvarez
Title: Attorney-in-Fact
By: Edmond J. Curtin
Name: Edmond J. Curtin
Title: Attorney-in-Fact
Agreed and Accepted by:
MBNA MASTER CREDIT CARD TRUST II,
THE BANK OF NEW YORK, solely
in its capacity as trustee and not
in its individual capacity
By: Reyne A. Macadaeg
Name: Reyne A. Macadaeg
Title: Vice President
